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Prakash Woollen & Synthetic Mills Ltd.

BSE: 531437 Sector: Industrials
NSE: N.A. ISIN Code: INE523I01016
BSE 00:00 | 31 Mar 19.10 0






NSE 05:30 | 01 Jan Prakash Woollen & Synthetic Mills Ltd
OPEN 15.00
52-Week high 34.75
52-Week low 13.55
P/E 5.01
Mkt Cap.(Rs cr) 20
Buy Price 14.15
Buy Qty 100.00
Sell Price 19.10
Sell Qty 1000.00
OPEN 15.00
CLOSE 19.10
52-Week high 34.75
52-Week low 13.55
P/E 5.01
Mkt Cap.(Rs cr) 20
Buy Price 14.15
Buy Qty 100.00
Sell Price 19.10
Sell Qty 1000.00

Prakash Woollen & Synthetic Mills Ltd. (PRAKASHWOOLLEN) - Director Report

Company director report

To The Members

Your Directors are pleased to present 40th Annual Report covering the operational andfinancial performance of your Company along with the Audited Financial Statements for theFinancial Year ended March 31 2019.


(Rs. in lakhs)

Particulars 2018-2019 2017-2018
Revenue from operations 12698.50 9965.60
Other Income 59.97 7.92
Total Revenue 12758.47 9973.52
Profit before Depreciation & Tax 946.17 861.13
Depreciation 474.03 474.27
Profit before Tax & Exceptional Items 472.14 386.86
Current tax inclusive of earlier year tax (102.34) (86.42)
Deferred Tax Asset/Liability 23.76 (54.70)
Profit after Tax 393.56 245.74
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Remeasurements of net defined benefit plans 4.60 7.41
Income tax relating to above items (1.28) (2.45)
Total Comprehensive Income for the period 396.88 250.70
Earning Per Share Rs. 3.84 Rs. 2.40


During the period under consideration the revenue of the Company has increased from Rs.9973.52 lakh to Rs 12758.47 lakh (78%). The net profit after tax of the Company hasincreased from Rs. 245.74 lakh to Rs. 393.56 lakh. Your directors hope for better resultsin the coming financial years. There is an increase of 62.4% in profits for the year ended31.03.2019 as compared to the profits earned in financial year ending 31.03.2018.


The company specializes in the production of Mink Blankets and Bed Covers. Themanufacturing unit boasts of state-of-the- art machinery based on the most advancedtechnology which has been specially imported for the production facility. The company hasstream lined facilities for knitting dyeing processing printing finishing andpackaging. The complete facility is backed by the team of highly skilled and experiencedworkforce who ensure zero defects at every stage of production. It is expected that thecompany will achieve good growth in times to come.


There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year on March 31 2019 of the company to which thefinancial statements relate and the date of this report.


There is no change in the nature of the Business during the financial year underreview.


In order to meet the working capital requirements of the Company no Dividend has beenrecommended. During the period under review no amount was transferred to General Reserve.

DEPOSITS (Compliance of deposit rules)

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under ‘Chapter V - Acceptance ofDeposits by Companies' under the Companies Act 2013 during the financial year ended March31 2019 but there was an outstandihg loan of Rs.33240000 including interest from thePromoter-Directors of the Company which is exempted as deposit under Rule 2 (c)(viii) ofCompanies (Acceptance of Deposit) Rule 2014.


The Authorized Share Capital of the Company as on March 31 2019 stands at Rs.120000000/- divided into 12000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2019 stood at Rs. 102597500/- divided into10259750equity shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital is Rs.102597500/- divided into10259750 equity shares of Rs. 10/- each fully paid-up.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2019none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.


Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulations 2015 is presentedin a separate section forming part of the Annual Report.


Your company does not have any unlisted/listed subsidiary company or Joint Venture orany Associate Company pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 therefore no requirement of attachment of Form AOC-1.


Pursuant to section 134(5) of the Companies Act 2013 your Directors state that: a) inthe preparation of the annual accounts for the year ended March 31 2019 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profit of the Company for theyear ended on that date; c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the annual accounts on a ‘goingconcern' basis; e) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.


As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 compliance with the Corporate Governance provisions specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D & E of Schedule V shall not apply to the company having Paid-up Equity ShareCapital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty Five Crores ason the last day of the previous financial year. The Paid-up Equity Share Capital of thecompany is more than the prescribed limit but the Net worth is less than the prescribedlimit. So the Company is covered under the limit as prescribed in Regulation 15(2) of SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 therefore company is notrequired to comply with the said provisions.


All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions or covered underSection 188 of the Companies act 2013. Hence the details of such contracts orarrangements with its related parties are not disclosed in Form AOC-2 as prescribed underthe Companies Act 2013 and the Rules framed thereunder. Considering the nature of theindustry in which the Company operates transactions with related parties of the Companyare in the ordinary course of business specially w.r.t. transactions which are also onarms' length basis. All such related Party Transactions are placed before the AuditCommittee for approval wherever applicable. Prior omnibus approval for normal businesstransactions is also obtained from the Audit Committee for the related party transactionswhich are of repetitive nature as well as for the normal business transactions whichcannot be foreseen and accordingly the details of related party transactions entered intoby the company pursuant to each of the omnibus approval given has been reviewed by auditcommittee on a quarterly basis in terms of the approval of the Committee.

The Policy on dealing with related party transactions and on determining materiality ofrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the link


In accordance with provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is not required to maintain RiskManagement Committee.

Further a Risk Management Policy of the Company as adopted by the Board during the FY2014-15 is available on Company's Website at the link


Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the purview ofsaid section during the year.


The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations It comprises of audit and compliance byinternal audit checks by M/s Pulkit Rastogi & Co.-Amroha Internal Auditors of theCompany The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and compliance is ensured by the direct report ofInternal Auditors to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (there is change in directors & kmp)

Mr. Vijay Kumar Gupta director retire by rotation and being eligible offer himselffor re-appointment .Your Company is managed and con trolled by a Board comprising anoptimum blend of Executives and Non-Executive Professional Directors. As on March 312019 the Board of Directors consists of Eight (9) Directors including (1) Chairman &Managing Director (1) Whole time Director & CFO (1) Whole time Director and six (6)Non-executive Directors out of which five (5) are Independent Directors including oneWoman Director. The composition of the Board is in conformity with Regulation 17 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and therelevant provisions of the Companies Act 2013. All the Directors possess the requisitequalifications and experience in general corporate Management finance banking and otherallied fields which enable them to contribute effectively to the Company in their capacityas Directors of the Company.

There is no change in directors except Mr. Jai Kishan Gupta Managing Director Mr.Vijay Anand Rastogi Independent Director Mr. Mahendra Kumar Agrawal IndependentDirector and Mr. Ved Prakash Gupta Non-Executive Director who has resigned from thedirectorship w.e.f. 31 March 2019 and Mr. Daya Kishan Gupta Whole-Time Director who hasresigned from the whole-time directorship w.e.f. 31st May 2019. Mr. Jai KishanGupta and Mr. Daya Kishan Gupta were appointed as Additional Directors by the Board attheir meeting held on 18th July 2019 with effect from_17th August2019_to hold office upto the date of forthcoming AGM. Further they are also proposed toappointed as Managing Director and Whole Time Director respectively by the Shareholdersat the forthcoming AGM. Your Board recommend their such appointment.

Mr. Vijay Kumar Gupta was re-appointed as Whole time director & CFO with effectfrom 1st April 2019 by the Board in its meeting 12 February 2019. Your Boardrecommends Shareholders to confirm his re-appointment as Whole Time Director at theforthcoming AGM Your Board also recommends the appointment of Mr. Ved Prakash Gupta asOrdinary Director at the forthcoming AGM.

Further your Board recommends the re-appointment of Mr. Pramod Kumar Agarwal Mr.Satish Kumar Raj Mr. Mahendra Kumar Agrawal as Independent Directors for another term forforthcoming AGM as mentioned in the Notice of forthcoming AGM.

Ms. Shivangi Agarwal Company Secretary and Compliance Officer resigned with effectfrom 12th June 2018 and Ms. Ruchi Gupta was appointed as Company Secretary andCompliance Officer with effect from 12th June 2018. There has been no change inany other Key Managerial Personnel of the Company during the year.


There was a Re-appointment of Dr. Sushma Pandey as Independent Director during the yearas on 22nd September 2018.

All the Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013. The Board confirms that the independent directors meet the criteria as laid downunder the Companies Act 2013.


In accordance with the provisions of Schedule IV to the Companies Act 2013 andRegulation 25(3) of SEBI (LODR) 2015 a separate meeting of the Independent Directors ofthe Company was held on 26h March 2019 to discuss the agenda items asprescribed under the applicable laws. The meeting was attended by all IndependentDirectors of the Company.


The Companies Act 2013 and SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationi.e. evaluation of the performance of: (i) the Board as a whole (ii) individual directors(including independent directors and Chairperson) and (iii) various Committees of theBoard. The Performance evaluation was carried out by the Nomination and RemunerationCommittee based on the "Annual Evaluation Framework" prepared by the Committee.The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and the fulfillment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation involves Self-Evaluation by theBoard Members and subsequent assessment by the Board of Directors. The Board of Directorsexpressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent DirectorsBoard Committees and other individual Directors are placed on the website of the companyat the link: The details of programmes forfamiliarization of Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters are put up on the website of the Companyat the link: (

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board Members.

AUDITORS Statutory Auditors

The shareholders of the Company at AGM held on September 23rd 2016 hadappointed M/s. A. Anand & Co. Chartered Accountants (Firm Registration No. 005147C)as the Statutory Auditors of the Company for an initial term of 5 years i.e. at theThirty Seventh Annual General Meeting of the Company to hold such office till theconclusion of the Forty Second Annual General Meeting of the Company subject toratification by members at every AGM if required under the provisions of the CompaniesAct 2013. However the Companies Amendment Act 2013 has deleted the condition ofratification of statutory auditors.

Auditors' Report

The Report given by M/s. A. Anand & Co Statutory Auditors on the financialstatement of the Company for the year ended March 2019 is part of the Annual Report. Thereare no qualification reservation or adverse remark or disclaimer in their Report. Duringthe year under review the Auditors had not reported any matter under Section 143 (12) ofthe Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of theAct.

Cost Auditors

Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2018–19:

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia (CP No.2514). Practicing Company Secretary tocarry out Secretarial Audit in accordance with the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year ended March 31 2019. The Secretarial AuditReport for the financial year ended March 31 2019 has been obtained and does not containany qualification which requires any comments from the Board. A copy of Secretarial AuditReport from Mr. R.S. Bhatia for financial year ended March 31 2019 in the prescribed FormNo. MR-3 is annexed to this report as Annexure I.


The Board of Directors of the Company has a duly constituted Audit Committee in termsof the provisions of Section 177 of the Companies Act 2013 read with the Rules framedthereunder and Regulation 18 of the Listing Regulations. The terms of reference of theAudit Committee has been approved by the Board of Directors. Composition of the AuditCommittee number of meetings held during the year under review brief terms of referenceand other details have been provided in the Corporate Governance Report which forms partof this Annual Report.

The Audit Committee comprises Independent Directors namely Mr. Vijay Anand Rastogi(Chairman) Mr. Mahendra Kumar Agarwal and Dr. Satish Kumar Raj as other members. All therecommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprisingthree Non-Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman) Mr.Mahendra Kumar Agarwal and Dr. Satish Kumar Raj as other members The function of theNomination and Remuneration Committee includes recommendation of appointment of Whole-timeDirector(s)/ Managing Director/ Joint Managing Director and recommendation to the Board oftheir remuneration.

A Nomination and Remuneration Committee has been constituted under section 178 of theCompanies Act 2013 for formulization of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

The aforesaid policy has been posted on the Website of the Company(

Stakeholder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprisingthree Non- Executive Independent Directors namely Mr. Vijay Anand Rastogi (Chairman) Mr.Pramod Kumar Agarwal and Ms. Sushma Pandey as other members. The Stakeholder RelationshipCommittee inter alia oversees and reviews all matters connected with the investorservices in connection with applications received and shares allotted in the InitialPublic Offer status of refund account conversion of partly paid shares into fully paidshares rematerialization and dematerialization of shares and transfer of shares of theCompany.

The Committee oversees performance of the Registrar and Transfer Agents of the Companyand recommends measures for overall improvement in the quality of investor services.


The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of provisions of Section 177 of the Companies Act 2013 and Rules framed thereunderread with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. The Company has a whistle blower policy/ vigil mechanism fordirectors and employees to report genuine concerns or grievances.

The whistle Blower policy has been posted on the Website of the Company( Whistel%20Blower%20Policy.pdf)


Five meetings of the Board of Directors were held during the financial year 2018-19i.e. on 30.05.2018 12.06.2018 11.08.2018 12.11.2018 and 12.02.2019. The details of themeetings of the Board held during the financial year 2018-19 forms part of the CorporateGovernance Report.


The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.


The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure II to this Report.


Your Company has neither accepted nor any fixed deposit was outstanding as on theBalance Sheet date.


Extract of Annual Return in Form No. MGT – 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure III and forms an integral partof this Report. MGT-9 is also available on the website of the Company


Your Directors state that during the financial year ended March 31 2019 under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.


The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non-executive directors Ratio to median Remuneration
Mr. Vijay Anand Rastogi 0.07:1
Mr. Pramod Kumar Agarwal 0.09:1
Mr. Mahendra Kumar Agarwal 0.10:1
Mr. Satish Kumar Raj 0.06:1
Ms. Sushma Pandey 0.08:1
Mr. Ved Prakash Gupta 0.01:1
Executive directors Ratio to median Remuneration
Mr. Vijay Kumar Gupta 15.36:1
Mr. Daya Kishan Gupta 15.36:1
Mr. Jai Kishan Gupta 15.36:1

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr. Vijay Kumar Gupta 20
Mr. Daya Kishan Gupta 20
Mr. Jai Kishan Gupta 20
Mr. Ved Prakash Gupta 0
Mr. Vijay Anand Rastogi - 28.57
Mr. Pramod Kumar Agarwal - 7.69
Mr. Mahendra Kumar Agarwal - 6.67
Mr. Satish Kumar Raj - 27.27
Ms. Sushma Pandey 57.14
Ms. Shivangi Agarwal - 85.96
Ms. Ruchi Gupta 0

Remuneration of Independent Director is sitting fees. c. The percentage decrease in themedian remuneration of employees in the financial year: -16.57% d. The number of permanentemployees on the rolls of Company: 32 e. Average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration:

The average annual increase was around 1.92%.

Increase in the managerial remuneration for the year was 20%. f. Affirmation that theremuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Information Pursuant to compliance of Section 197 of the Act read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

S. Name of Designation Nature of Educational Age Experience Date of Remuneration Whether employee
No The Employee Employment Qualification (in years) Joining Paid (`) is relative of Director
1 Vijay Kumar Gupta Whole Time Permanent Commerce 66 40 23/08/1979 5400000 Brother of Mr. Daya Kishan
Director & CFO Graduate Gupta Mr. Jai Kishan Gupta
Mr. Ved Prakash Gupta
2 Daya Kishan Gupta Whole Time Permanent Commerce 70 40 23/08/1979 5400000 Brother of Mr. Vijay Kumar
Director Graduate Gupta Mr. Jai Kishan Gupta
Mr. Ved Prakash Gupta
3 Jai Kishan Gupta Chairman & Permanent Commerce 72 40 23/08/1979 5400000 Brother of Mr. Vijay Kumar Gupta
Managing Director Graduate Mr. Daya Kishan Gupta Mr. Ved
Prakash Gupta
4 Kapil Gupta Vice President-Sales Permanent M.Com 44 19 1/6/2004 1860000 Son of Mr. Daya Kishan Gupta
& Marketing
5 Adeep Gupta Vice President- Permanent Commerce 47 22 1/7/2004 1860000 Son of Mr. Jai Kishan Gupta
Production Graduate
6 Ashish Gupta Vice President- Permanent Commerce 40 15 1/7/2004 1860000 Son of Mr. Vijay Kumar Gupta
Finance Graduate
7 Sanjay Kumar Manager- Permanent Mechanical 59 33 1/4/2000 1860000 NIL
Agarwal Plant & Operations Engineer-B.E
8 Praveen Gupta Manager Accounts Permanent B.Com FCA 59 33 1/11/1994 1860000 NIL
9 Omkar Dongre General Manager Permanent Diploma in 60 38 1/1/2015 1915000 NIL


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.

4. Neither the Managing Director nor the Whole–time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.


Your Directors would like to express their sincere appreciation for the assistance andco–operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review.

Your Directors proudly acknowledge the contribution and hard work of the employees ofthe Company and its subsidiaries at all levels who through their competence hard worksolidarity and commitment have enabled the Company to achieve consistent growth.

For and on behalf of the Board of Directors Sd/-

Place : Vill Amhera (J.P. Nagar) Vijay Kumar Gupta

Date : 18th July 2019

Chairman and Whole Time Director

DIN: 00335325