The Board of Directors are pleased to present the 50thAnnual Report of the Company for the Financial Year ended March 31 2020.
The Company's financial performance for the year ended March 312020 is summarized below:
(Amount Rs. in Lakhs)
|Particulars ||Year Ended 31st March 2020 ||Year Ended 31st March 2019 |
|Gross Revenue ||4310.11 ||4727.40 |
|Profit before Interest Depreciation & tax ||94.53 ||279.48 |
|Less : Interest ||11.24 ||8.02 |
|Less : Depreciation ||72.63 ||64.12 |
|Profit before exceptional items and tax ||10.66 ||207.33 |
|Less : Exceptional Items ||- ||- |
|Profit before Tax ||10.66 ||207.33 |
|Less : Provision for Tax ||- ||- |
|Less: Provision for Dividend ||- ||0.11 |
|Profit after tax & dividend ||10.66 ||207.22 |
|Add : Profit/(Loss) brought forward from previous year ||(2918.38) ||(3125.60) |
|Balance carried to Balance Sheet ||(2907.72) ||(2918.38) |
RESULT OF OPERATION
During the year under review the Company recorded gross revenue of Rs.4310.11 Lakhs compared to Rs. 4727.40 Lakhs in the previous year. The Company is engagedin manufacturing of Cotton yarn.
The Company made profit before exceptional item and tax of Rs. 10.66lakhs as compared to Rs. 207.33 lakhs in the previous year. After Exceptional items theNet Profit after tax of the Company for the year
stood at Rs. 10.66 lakhs against net profit of Rs. 207.33 lakhs in theprevious year.
JOINT VENTURE ASSOCIATE & SUBSIDIARIES
The Company does not have Joint Venture Associate and Subsidiaries asper rule 6 of the Companies (Accounts) Rules 2014. Hence no reporting of the same inForm AOC-1 has been made.
The Board of Directors of your Company has decided not to transfer anyamount for the year under review to the Reserves.
During the year under review the Directors have recommended payment of0.01% on Non-Cumulative Nonconvertible Redeemable Preference Shares of the face value ofRs. 100 (Rupees one hundred only) each as dividend for the financial year 2019-20 forapproval of shareholders at the ensuing 50th Annual General Meeting of theCompany.
Directors have not recommended any dividend for equity shares of theCompany.
MAJOR EVENTS OCCURRED DURING THE YEAR AND SUBSEQUENT TO THE DATE OFFINANCIAL STATEMENT
During the year under review the market regulator SEBI(Securities and Exchange Board of India) had initiated investigation in the scrip of theCompany and asked for the several information under the provisions of Section 11(2)(ia) ofthe SEBI Act 1992. Your Company had fully co-operated with the respected officials ofSEBI and provided all the information they required under the aforementioned law.
The Extra - Ordinary General Meeting was conducted on 05thMarch 2020 at 03:00 p.m. at the registered office of the Company. The Company hadobtained necessary approvals through Special Resolution passed at the said meeting forfollowing:-
I. Insert of Additional Business Activity in the Main Object Clause ofthe Memorandum of Association (MOA) of the Company.
II. Consider the resolution in the matters specified under Section180(1)(a) & Section 180(1)(c) of the Companies Act 2013.
III. Adopt Fresh Articles of Association (AOA).
After the Extra - Ordinary General Meeting your Company had also filednecessary forms with the Registrar of Companies (ROC) Gujarat for approval and got thesame approved by the Registrar of Companies (ROC) Gujarat.
The World Health Organisation had declared the Covid-19 NovelCorona Virus as the Pandemic and due to its possible outbreak in the entire India theGovernment had imposed a nationwide lock down to stop its outbreak in India. The lockdownwas imposed in four stages from 25th of March 2020. Further as per thegovernment's direction all business / industrial activities were stopped except thethings which come under essential commodities. In view of the same our factory premisesand registered office premises was closed and the entire operations was also stopped.
The consequences of this pandemic affected adversely both on our livesand livelihoods are yet to be fully ascertained. The gradual ceasing of economicactivities across the world and also in India over a prolonged period has shatteredeconomies and led to an unprecedented rise in unemployment across the world.
Never ever has any economic devastation been so severe and wide spread.Corporations across the world are gradually working towards restoration of economicactivities but are still far from reaching optimum levels. At this stage there is no rulebook to advice on the future course of action and there are significant uncertainties eventoday about the future. In India also after one of the most severe and longest lockdownswe are still navigating the headwinds and trying to get back to "life as usual"with significant restrictions and constraints.
Further the Company is taking all the recommended precautions andsafeguard measures as per the directives/guidelines/circulars issued by the CentralGovernment and the respective State Government(s) from time to time as far as preventionand spreading of COVID-19 pandemic is concerned.
Your Company is continuously monitoring and assessing the impact ofCOVID-19 pandemic on the business turnover profitability and liquidity positionparticularly at subsidiary levels and will be taking all the necessary steps in future inline with the various directives issued by the Regulatory authorities from time to time.
ISSUE OF SWEAT EQUITY SHARES / ISSUE OF EQUITY SHARES WITH DIFFERENTIALVOTING RIGHTS
During the year under review your Company has not issued any SweatEquity Shares / Equity Shares with differential voting rights.
As on date of the Report the Authorized Capital of the Company was Rs.300000000/- (Rupees Thirty Crore only) divided into 10000000 (One Crore) EquityShares of Rs. 10/- each and 2000000/- (Twenty Lakhs) Non Convertible Non CumulativeRedeemable Preference Shares of Rs. 100/- each and the issued subscribed and paid-upshare capital of the Company was Rs. 140932000/- (Rupees Fourteen Crores Nine LakhsThirty Two Thousand only) divided into 4593200 (Forty Five Lakhs Ninety Three ThousandsTwo Hundreds) Equity Shares of Rs. 10/- each and 950000 (Nine Lakhs Fifty Thousands) NonConvertible Non Cumulative Redeemable Preference Shares of Rs. 100/- each.
There was no change in the Capital Structure of the Company during theFinancial Year under review.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIANEMPLOYEE'S REMUNERATION
Ratio of the Remuneration of each Directors to the MedianEmployee's Remuneration for the Financial Year ended on 31st March 2020is enclosed to this report and marked as "Annexure I"
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 read with Schedule V (B) of SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 report on"Management Discussion and Analysis" is attached and forms a part of this Reportas "Annexure II".
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company as on Financial Yearended on March 31st 2020 pursuant to the sub - section (3) of Section 92 ofthe Companies Act 2013 and forming part of the report in Form MGT-9 is enclosed as"Annexure IV" to this Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 since the equity paidup share capital of the Company and net worth is below the threshold limits prescribedunder SEBI (LODR) Regulations 2015 Corporate Governance provision is not applicable tothe Company for the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate SocialResponsibility initiative as the provisions of Section 135 of Companies Act 2013 are notapplicable to the Company.
DETAILS OF MEETING OF THE BOARD AND ITS COMMITTEES
The Board of Directors met Five (5) times during the financial year2019-20 and the intervening gap between the meetings was within the period prescribedunder the Companies Act 2013. The details of which are given below:
|Sr. No. ||Date of Meeting ||Attendance of Directors |
|1. ||28/05/2019 ||All directors were present |
|2. ||13/08/2019 ||All directors were present |
|3. ||13/11/2019 ||All directors were present |
|4. ||27/01/2020 ||All directors were present |
|5. ||11/02/2020 ||All directors were present |
All Board Meetings were held at the Registered Office of the Company.The Agenda along with the Notes were sent in advance to all the Directors.
The Forty Ninth Annual General Meeting was held on September 30 2019at the Registered Office of the
Pursuant to requirements of Regulation 26 of the Listing Regulationsnone of the Company's Director is a member of more than 10 committees or Chairman ofmore than 5 committees across all Public companies in which he is a Director.
Independent Directors Meeting:
During the year under review the Independent Directors met on 13thNovember 2019 inter alia to discuss over all operations Business Strategy and Medium /Long term plans.
All the Independent Directors were present at the meeting. Pursuant tothe requirements of the Listing Regulations and Schedule IV of the Companies Act 2013 onCode of Conduct of the Independent Directors the Independent Directors had reviewed andevaluated the performance of Non-Independent Directors and the Board as a whole and thesame was found satisfactory.
The Audit Committee met four (4) times during the financial year2019-20 and the details of the meeting are as follows:
|Sr. No. ||Date of Meeting ||Attendance of Members |
|1. ||28/05/2019 ||Chairman & all other Members were present |
|2. ||13/08/2019 ||Chairman & all other Members were present |
|3. ||13/11/2019 ||Chairman & all other Members were present |
|4. ||11/02/2020 ||Chairman & all other Members were present |
The Nomination & Remuneration Committee met Two (2) times during the financial year2019-20 and the details of the meeting are as follows:
|Sr. No. ||Date of Meeting ||Attendance of Members |
|1. ||13/08/2019 ||Chairman & all other Members were present |
|2. ||11/02/2020 ||Chairman & all other Members were present |
The Stakeholder Relationship Committee and Investor Grievance Committee met Three (3)times during the financial year 2019-20 and the details of the meeting are as follows:
|Sr. No. ||Date of Meeting ||Attendance of Members |
|1. ||10/07/2019 ||Chairman & all other Members were present |
|2. ||07/10/2019 ||Chairman & all other Members were present |
|3. ||04/01/2020 ||Chairman & all other Members were present |
The compositions of Audit Committee Stakeholder Relationship Committee &Nomination & Remuneration Committee are as follows:
The Composition of the Audit Committee is in alignment with the provisions of Section177 of the Companies Act 2013 read with Rules issued there under and Regulation 18 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
|Name ||Chairman/Member |
|Mr. Sachin Kansal ||Chairman |
|Mr. Jayesh Jain ||Member |
|Mr. Sunny Sunil Singhi ||Member |
All the recommendations made by the Audit Committee were accepted bythe Board of Directors of the Company. The Board of Directors has appointed M/s. PGT &Associates Chartered Accountants as Internal Auditors to conduct the internal audit ofthe various areas of operations and records of the Company. The periodical reports of thesaid internal auditors were regularly placed before the Audit Committee along with thecomments of the management.
Nomination and Remuneration Committee Composition:
The Composition of Nomination and Remuneration Committee is as follows:
|Name ||Chairman/Member |
|Mr. Jayesh Jain ||Chairman |
|Mr. Sachin Kansal ||Member |
|Mr. Gautamchand Surana ||Member |
In view of the amended provisions of Section 178 of the Companies Act 2013 theperformance of Board its committees and each Director (excluding the director beingevaluated) has been evaluated by the Board on the basis of engagement leadershipanalysis decision making communication governance interest of stakeholders etc.
Stakeholders and Investor Grievance Committee:
The Company has constituted the Stakeholders Relationship and Investors' GrievanceCommittee in accordance with the provisions of the Companies Act 2013 and the ListingRegulations. The Composition of the said Committee is as follows:
|Name ||Chairman/Member |
|Mr. Sachin Kansal ||Chairman |
|Miss. Anusha Maheshwary ||Member |
|Mr. Sunny Sunil Singhi ||Member |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
|Sr. No. ||Name of the Person ||Designation |
|1. ||Mr. Gautamchand Surana ||Managing Director |
|2. ||Mr. Kartik Jain ||Chief Financial Officer |
|3. ||Mr. Vinod Rana ||Company Secretary |
EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of theCommittees of the Board. The Board performance was evaluated based on inputs received fromall the Directors after considering criteria such as Board composition and structureeffectiveness of Board/ Committees processes and information provided to the Board etc.The Board and the individual Directors have also evaluated the performance of Independentand Non- Independent Directors fulfillment of their independence criteria and theirindependence from the management performance of the Board as a whole and that of thechairman of the meeting.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDINGINDEPENDENT DIRECTORS KMP AND SENIOR MANAGEMENT
The Company has a Nomination and Remuneration policy for theperformance evaluation of the Chairman individual Directors Board and its Committees.The Nomination and Remuneration Committee is responsible for identifying persons who arequalified to become Directors and who may be appointed on Senior Management in accordancewith the criteria laid down in the Nomination and Remuneration Policy. The Committee alsoreviews the policy regarding the criteria for appointment and remuneration of Directorsincluding Independent Directors Key Managerial Persons and Senior Management. TheCommittee also recommends to the Board the appointment of any new Directors/KeyManagerial Personnel or removal of the existing Directors/ Key Managerial Personnel. TheCommittee recommends to the Board as to whether to extend or continue the term ofappointment of the Independent Directors on the basis of the report of
performance evaluation of Independent Directors. After carefullyevaluating and analyzing the recommendations of the Nomination and Remuneration Committeethe Board of Directors of the Company decide whether to appoint a new Director/KeyManagerial Personnel or remove an existing Director/ Key Managerial Personnel as the casemay be. The Nomination and Remuneration Committee of the Company oversees theimplementation of the Nomination and Remuneration policy of the Company. The compositionof the Nomination and Remuneration Committee and other relevant details are provided inthis report.
The salient features of the Nomination and Remuneration policy are asfollows:
a. The policy has been framed in accordance with the relevantprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
b. The policy spells out the criteria for determining qualificationspositive attributes and independence of a Director and the remuneration of Directors KeyManagerial Personnel and Senior Management including functional heads.
c. The Committee has the discretion to decide whether qualificationexpertise and experience possessed by a person are sufficient/ satisfactory for theconcerned position.
d. The Director KMP and Senior Management shall retire as per theapplicable provisions of the Companies Act 2013 and the prevailing policy of the Company.The Board will have the discretion to retain the Director KMP Senior Management in thesame position/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.
e. The remuneration/ commission shall be in accordance with thestatutory provisions of the Companies Act 2013 and the rules made there under for thetime being in force.
f. Deviations on elements of this policy in extraordinarycircumstances when deemed necessary in the interests of the Company will be made ifthere are specific reasons to do so in an individual case.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of Independence as prescribed under theprovisions of the Companies Act 2013 read with the Schedules and Rules made there underas well as Regulation 16 of Listing Regulations (including any statutory modification(s)or re-enactment(s) thereof for the time being in force).
In terms of Section 73 to 76 of the Companies Act 2013 and Companies(Acceptance of Deposits) Rules 2014 your Company has not accepted any public deposits orno amount of principal or interest was outstanding as on date of the Balance sheet duringthe year under review.
LOANS GUARANTEE AND INVESTMENTS
The particulars of loans guarantee or investment made under Section186 of the Companies Act 2013 are given in the Notes forming part of the FinancialStatements for the year ended March 31 2020.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered into during thefinancial year in the ordinary course of business and the prices were at arm's lengthbasis. Hence the provisions of Section 188(1) of the Companies Act 2013 are notattracted. Further no materially significant related party transactions were entered bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the company at large. Hencereporting in AOC-2 is not made. All related party transactions are placed before the AuditCommittee and Board of Directors for their review.
STATUTORY AUDITORS AND AUDITORS REPORT
M/s. Loonia& Associates Chartered Accountants (Firm RegistrationNo. 130883W) were appointed as Statutory Auditors of the Company at the 46thAnnual General Meeting (AGM) till the conclusion of the 51st Annual GeneralMeeting (AGM).
M/s. Loonia& Associates have confirmed their eligibility andqualification under Section 139 141 and other applicable provisions of the Companies Act2013 and Rules issued there under (including and statutory modification(s) orre-enactment(s) thereof for the time being in force).
The Auditors' Report for the financial year ended March 31 2020on the financial statements of the Company is a part of this Annual Report. TheAuditors' Report for the financial year ended March 31 2020 does not contain anyqualification reservation or adverse remark.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. K. Jatin& Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 201920. The Secretarial AuditReport in the form "MR-3'' is annexed herewith as "Annexure III".The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
The Board has appointed M/s. PGT & Associates CharteredAccountant Ahmedabad as an internal Auditor of the Company for F.Y. 2019-20.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGAND OUTGO
The Information under Section 134 (3) (m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 for the year ended on 31stMarch 2020 is given below and forms the part of the Board s Report.
A. CONSERVATION OF ENERGY:
The Company continues to meet the growing energy demand while workingtowards minimizing the
environmental footprint of its ongoing operations as well as futureprojects. The Company is continually exploring new ways to make its operations moreefficient by putting technology to use for direct energy savings and increasing renewableenergy sources.
Improving efficiency of electricity use
Lighting: Due to its nature of operations the share of lighting inelectricity use is relatively high. It is important to re- examine whether the lightsource is utilized in the most efficient way and take electricity saving measures.
Electric motor: The textile industry uses a vast number of relativelysmall electric motors. While a conventional machine was driven by a single motor with thegenerated mechanical power transmitted to various parts of the machine in a collectivemanner many modern machines utilize multiple motors with a control board controlling themovement of each motor which is directly coupled to a machine part to drive itindependently from others.
Electric heating: In the textile industry electric heating has largelybeen replaced by other methods (steam gas heating or direct or indirect fired heating)for some time in order to achieve cost reductions
Non-conventional sources of energy
The different alternative renewable sources of energy are biomasstidal energy geothermal energy solar energy and wind energy. The technology is easy andstraightforward to control with nearly very little maintenance cost. There will not beany drawback of air pollution.
The Capital investment on energy conservation equipment
During the year under review Company has not incurred any capitalexpenditure on energy conservation equipment.
B. TECHNOLOGY ABSORPTION:
Efforts in brief made towards technology absorptionadaptation & innovation:
The Company is taking necessary steps to replace certain existingequipment's by installing new equipments having better technology. In addition tothis the company has installed plant for re-processing for its waste material.
Benefit derived as a result of above efforts:
The benefits of technology upgraded equipments will be visible infuture working. Further the Company has imported machinery spare parts to maintain theproducts quality and life of machine.
Expenditure incurred on Research and Development:
During the year under review Company has not incurred any Expenditureon Research and Development.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review the Company has foreign exchange outgo asmentioned below:-
(Rs. In Lakhs)
|Particulars ||2019-20 ||2018-19 |
|Foreign Exchange Earned ||NIL ||NIL |
|Foreign Exchange Used ||21.88 ||16.61 |
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has an effective internal control and risk mitigationsystem which is reviewed and constantly updated. The internal controls including theinternal financial control of the Company are managed and reviewed by the Audit Committeeand apart from the staff employed by the Company the Company has also appointed InternalAuditors (M/s. PGT & Associates Chartered Accountant Ahmedabad) from outside theCompany to review and monitor the internal financial controls and their adequacy. TheInternal Financial Controls of the Company are adequate and commensurate with the size andnature of business of the Company.
Your Company has a well-defined Risk Management System in place as apart of good governance practice. The risks are identified at various departmental levelsand suitable mitigation measures are thereafter adopted. The business risk frameworkdefines the risk management approach across the enterprise at various levels includingdocumentation and reporting. These are further subjected to a quarterly review. Theframework has different risk models which help in identifying risk trends exposure andpotential impact analysis at a Company level as also separately for business segments.Risk management forms an integral part of the Company's planning cycle. At presentthe Company has not identified any element of risk which may be of threat to the existenceof the Company.
REPORTING OF FRAUDS
There was no instance of fraud during the Financial Year under reviewwhich required the Statutory Auditors to report to the Audit Committee and / or Boardunder Section 143(12) of the Companies Act 2013 and Rules framed there under.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to address the genuine concerns and grievances of theDirectors and Employees of the Company the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees pursuant to Section 177(9) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Vigil Mechanism provides adequate safeguards againstvictimization of Director(s) or employee(s) or any other person who avails the mechanismand also provides for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. Further the policy has been posted in the website ofthe Company. It is pertinent to note that no fraud case has been reported in the yearunder review.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATOR / COURTS /TRIBUNAL:
There are no significant / material orders passed by the Regulator /Courts / Tribunal impacting the going concern status of your Company and its operations infuture.
HUMAN RESOURCES AND POLICY ON PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE:
Your Company is committed to provide and promote a safe healthy andcongenial atmosphere irrespective of gender caste creed or social class of theemployees. However the Company does not have female employee as mentioned in theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 and therefore the Internal Complaints Committees (ICC) cannot beconstituted due to the lack of number of female employees.
COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standard on Meetingsof the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute ofCompany Secretaries of India and approved by the Central Government.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Act your Directorsconfirm to the best of their knowledge and belief:
(a) in the preparation of the annual accounts the applicableaccounting standards have been followed and that there are no material departures;
(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in
accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively;
(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
FINANCE AND ACCOUNTS
During the year under review the Rating Agency CARE Ratings Limitedmaintained the "B" rating for the Company's Non Cumulative Non ConvertibleRedeemable Preference shares.
As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on March 31 2020 has been prepared in accordance with theIndian Accounting Standards (IND AS) notified under Section 133 of the Companies Act 2013read with the Companies (Accounts) Rules 2014. The estimates and judgments relating tothe Financial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company'sstate of affairs profits and cash flows for the year ended March 31 2020.
FAMILIARIZATION PROGRAMME TO INDEPENDENT DIRECTORS
The Company provides suitable familiarization programme to IndependentDirectors to help them familiarize themselves with the nature of the industry in which thecompany operates and the business model of the company in addition to regular presentationon expansion plans and their updates business operations and financial statements. Inaddition to the above Directors are periodically advised about the changes effected inthe Corporate Law Listing Regulations about their roles rights and responsibilities asDirectors of the company. There is a regular interaction of Directors with the KeyManagerial Personnel of the Company.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
In accordance with the provisions of Section 152 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) Mr. Gautamchand Kewalchand Surana(Managing Director) is liable to retire by rotation at the ensuing Annual General Meeting(AGM) and being eligible have offered himself for re-appointment.
CHANGE IN NATURE OF BUSINESS:
During the year under review your Company has not changed its natureof business. The Board is of the opinion that the existing operations of YarnManufacturing will not result in improved working since the products of the Company aremainly used by the Textile denim manufacturers and the present market conditions ofTextile Denim Manufacturers are not good. In addition to this the Company's plant isof old technology which results in higher cost of production in comparison to newtechnology plants. The cost of production is also higher due to higher rate of electricityin comparison to Electricity rate in the State of Maharashtra for textile units at presentand also higher cost of manpower. In these circumstances the Board is of the view thatCompany should dispose off existing movable assets and should develop the existing land ofthe Company for commercial / industrial / residential purpose since the location of theland is very near to Ahmedabad. The company had also added three object clauses to themain object clause for the same.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSEACCOUNT
During the years under review no shares were held in demat suspenseaccount or unclaimed suspense account of the Company.
The Company has taken all the necessary steps to insure its propertiesand insurable interest as deemed appropriate and as required under the variouslegislative enactments. There were no major incidents or accidents to warrant insuranceclaims during the year under review.
Your Directors would like to draw your attention to Section 20 of theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014as may be amended from time which permits paperless compliances and also service ofnotice / documents (including annual report) through electronic mode to its members. Tosupport this green initiative of the Central Government in full measure we hereby onceagain appeal to all those members who have not registered their e-mail addresses so farare requested to register their e-mail address in respect of electronic holdings withtheir concerned depository participants and / or with the Company.
The lists of annexure forming part of the Board Report are as follows:
|Annexure ||Annexure No. |
|Ratio of the remuneration of each director to the median employee's remuneration ||I |
|Management Discussion and Analysis Report ||II |
|Secretarial Audit Report (MR-3) ||III |
|Extract of Annual Return (MGT-9) ||IV |
Your Directors place on record their sincere appreciation for theassistance and guidance provided by the Regulators Stock Exchanges other statutorybodies and the Company's bankers for the assistance cooperation and encouragementextended to the Company. Your Directors wish to place on record their appreciation for thecontributions made by the employees of Premier Synthetics Limited at all levels for theirefforts hard work and support which are indispensible for smooth functioning of theCompany. Your involvement as Shareholders is also greatly valued and your Directors lookforward to your continued support.