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Scoobee Day Garments India Ltd.

BSE: 531234 Sector: Industrials
NSE: N.A. ISIN Code: INE962E01015
BSE 00:00 | 03 Dec 150.45 -0.40
(-0.27%)
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144.10

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NSE 05:30 | 01 Jan Scoobee Day Garments India Ltd
OPEN 144.10
PREVIOUS CLOSE 150.85
VOLUME 556
52-Week high 227.05
52-Week low 86.20
P/E
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 144.10
CLOSE 150.85
VOLUME 556
52-Week high 227.05
52-Week low 86.20
P/E
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Scoobee Day Garments India Ltd. (SCOOBEEGARMENTS) - Director Report

Company director report

TO THE SHAREHOLDERS

Dear Shareholder

Your Directors have pleasure in presenting to you the 27thAnnual Reporttogether with the final accounts for the year ended 31st March 2021:

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

Particulars 31.03.2021 31.03.2020
Revenue from operations 260800051.75 174659520.53
Other Income 1802666.01 23682310.87
Total Income 262602717.76 198341831.40
Total expense before interest depreciation and taxes 252947183.79 200152375.17
Profit/(Loss) before interest depreciation and taxes 9655533.97 (1810543.77)
Interest Expense 38203192.00 35286309.40
Profit/(Loss) before depreciation and taxes (28547658.03) (37096853.17)
Depreciation expense 15917162.56 15436565.12
Profit/(Loss) before taxes (44464820.59) (52533418.29)
Tax expense Current Tax Deferred Tax - (3850296.27)
Profit/(Loss) aftertax (44464820.59) (48683122.02)

The company during the year reported total income of Rs. 2626.02 lakhs as against Rs.1983.41 lakhs in the previous year. The net profit/ (loss) after tax amounted to Rs.(444.64) lakhs as against Rs. (486.83) lakhs in the previous year.

DIVIDEND

Considering the carried forward loss and the need to conserve resources the Directorsconsider it prudent not to recommend payment of any dividend to the members for the yearended 31st March 2021. There were no amounts to be transferred to the Investor Educationand Protection Fund (IEPF) pursuant to the provisions of Section 124 (5) of the CompaniesAct 2013 (the Act).

ANNUAL EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors on the basis of inputs from all the directors oncriteria such as Board composition and structure meeting procedures and functioning etc.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

I. In preparing the Annual Accounts for the year ended 31.03.2021 the Indianaccounting standards have been followed and there are no material departures from thesame.

II. The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for the year ended on 31st March 2021.

III. The directors has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

IV. That the Directors had prepared the accounts on a going concern basis as theManagement is confident in future prospect.

V. The directors had laid down internal financial controls to be followed by thecompany and that such controls are adequate and operating effectively and

VI. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

SHARE CAPITAL

The paid-up equity share capital as on 31st March 2021 was 13.50 Crores consisting of13500000 equity shares of Rs. 10/- each fully paid-up. During the period under reviewthere was no change in the share capital of the Company.

LISTING

The share of the company is listed at the Bombay Stock Exchange. The listing fee ispaid upto the year 2021-22.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of the business DEPOSITFROM THE PUBLIC

The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed thereunder and no amount remain unpaid orunclaimed as at the end of the period under review.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34 read with Schedule V of the Listing Regulations aseparate Report on Corporate Governance and management discussion and analysis forms partof the Annual Report. The Report on Corporate Governance also contains certain disclosuresrequired under the Companies Act 2013. A certificate from the Secretarial Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underClause E of Schedule V of the Listing Regulations forms part of this Report as Annexure I.

EXTRACT OF ANNUAL RETURN

As required under the provisions of Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extracts ofannual return in Form No. MGT-9 forms part of this Report as annexed (Annexure A).

SECRETARIAL STANDARD

The directors state that the applicable Secretarial Standards as prescribed by theInstitute of Company Secretaries of India i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively have been duly followed by theCompany.

AUDITORS AND AUDIT REPORT

Mr. Anil K Nayar Chartered Accountant (M. No. 202070) were appointed as the StatutoryAuditor of the Company to hold office for five years from the conclusion of Twenty FifthAGM held with respect to the financial year 2018-19 up to the conclusion of the ThirtiethAGM to be held with respect to the financial year 2022-23. There is no qualificationdisclaimer reservation or adverse remark made by the Statutory Auditors in Auditors'Report.

During the period under review there were no frauds reported by the auditors underprovisions of the Companies Act 2013.

The Company was not required to maintain cost records as prescribed under sub-section(1) of Section 148 of the Companies Act 2013.

SECRETARIAL AUDIT REPORT

M/s. CaesarPintoJohn & Associates LLP Company Secretaries were appointed assecretarial auditors of the company and their report in terms of section 204 of theCompanies Act 2013 is annexed (Annexure E). The observation made by the SecretarialAuditors in their Report is self explanatory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31 2021 the Board of Directors of the Company comprises of Six Directorsof which one Executive and five are Non-Executive Directors which includes threeIndependent Directors. The composition of the Board of Directors is in compliance with theprovisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

The Board appointed Mr. Jeff Jacb and Mr. Satheesh Kumar Gopa Kumar as Non-ExecutiveNon Independent and Non-Executive Independent Director respectively with effect from 14thAugust 2020 and there was no other change in the board of directors during the year. Mr.Jeff Jacob (holding DIN 08652962) retires by rotation and being eligible seeksreappointment. The independent directors have submitted declarations that each of themmeets the criteria of independence as provided in Section 149(6) of the Act and that therehas been no change in the circumstances which may affect their status of independence.

There is no change in the Board of Directors & Key Managerial Personnel of yourcompany during the financial year 2020-21 except as mentioned above.

None of the Directors of your Company are disqualified for being appointed asdirectors as specified in Section 164(2) and Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014.

The Directors have also confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgement andwithout any external influence.

In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are the persons of high integrity and repute. They fulfill theconditions specified in the Act and the Rules made thereunder and are independent of theManagement.

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are given below.

SI. No Name Designation
1. Mrs. Annamma George Chairperson
2. Mr. Dony Dominic Member
3. Mr. Thadiyan Poulose Mathai Member
Dates of Meeting 23.06.2020 25.08.2020 12.11.2020 27.11.2020 and 12.02.2021

There were no instances in which the Board had not accepted any recommendation of theAudit Committee.

MEETING OF THE BOARD

5 meetings of the board were held during the year on 23.06.2020 25.08.202012.11.2020 27.11.2020 and 12.02.2021. The details of the meeting and attendance ofdirectors are provided in the Corporate Governance Report annexed herewith.

MEETING OF THE BOARD

Company has constituted Finance Committee for considering Financial Matters dated27.11.2020 with the members Mr. K L V Narayanan (MD) - Member Mr. Dony Dominic(Directpr) - Chairperson and Mr. Arun Chandran (CFO) - Member and Company Secretary actas the secretary of this committee.

CORPORATE SOCIAL RESPONSIBILITY

The provisions as mentioned in Section 135 of the Companies Act 2013 are notapplicable to your company.

BOARD EVALUATION & FAMILIARISATION PROGRAMME

Having a formalized Board evaluation give Board Members an opportunity of assessingtheir own performance and brings out the importance of the contributions of individualdirectors. It is a mechanism by which Board members candidly reflect on how well the Boardis meeting its responsibilities. The Board of Directors has carried out an annualevaluation of its own performance Board Committees and individual Directors pursuant tothe provisions of the

Companies Act 2013 and Reg 17 [10) of the SEBI [Listing Obligations and DisclosureRequirements) Regulations 2015. With the objective of evaluating the performance ofDirectors Nomination and Remuneration Committee has formulated a structured questionnaireafter taking into consideration the various aspects viz. composition of the Board and itscommittees Board's function its culture quality and timely flow of informationfrequency of meetings execution and performance of specific duties obligations andgovernance. Board has carried out an annual performance evaluation of its own performancethe performance of various committees of the Board Individual Directors based on adoptedquestionnaire. Further the Independent Directors of the Company met on February 12 2021to review the performance of the Nonexecutive directors and the access the qualityquantity and timeliness of flow of information between the Company management and theBoard to effectively perform their duties. The details of familiarization programconducted for Independent Directors of your Company are available on your Company'swebsite www.vpbil.com.

POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS KMP ANDSENIOR MANAGEMENT PERSONNEL:

Policy in accordance with the provisions of Section 178 of Companies Act 2013 and SEBI[Listing Obligations and Disclosure Requirements) Regulations 2015. The Nomination andRemuneration Committee of the Company oversees the implementation of the Nomination andRemuneration Policy. The Nomination and Remuneration Policy prescribes for the criteriafor determining the qualifications positive attributes independence of a Director andthe policy on remuneration of Directors Key Managerial Personnel senior managementemployees including functional heads and other employees. The Nomination and RemunerationPolicy of the Company is available on the website of the Company in the following weblink: www.vpbil.com.

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of theCompanies Act 2013 and the SEBI [Listing Obligations and Disclosure Requirements)Regulations 2015.

b. The policy spells out the criteria for determining qualifications positiveattributes independence of a Director and the remuneration of Directors Key ManagerialPersonnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether qualification expertise andexperience possessed by a person are sufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms ofmaximum 5 years each. In the event the same person is to be appointed as an IndependentDirector after two consecutive terms of five years a cooling period of 3 years isrequired to be fulfilled.

e. The Director KMP and Senior Management shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management in the sameposition/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

f. The remuneration/ commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.

g. Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

h. In case of any amendment(s) clarification(s) circular(s) etc. issued by therelevant authorities not being consistent with the provisions laid down under thisPolicy then such amendment(s) clarification(s) circular(s) etc. shall prevail upon theprovisions hereunder and the Nomination and Remuneration Committee shall amend this Policyaccordingly.

VIGIL MECHANISM

The Company has a Vigil Mechanism to report concern about unethical behavior actual orsuspected fraud or violation of Company's code of conduct by the Directors and employees.The vigil mechanism is disclosed in the website of the company viz. www.vpbil.com

RELATED PARTY TRANSACTIONS

All transactions or arrangement entered into with the related parties for the yearunder review were on arm's length basis and in the ordinary course of business. Hence theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted. Accordingly the disclosure of Related Party Transactions as required underSection 134 (3) (h) of the Companies Act 2013 in Form AOC 2 is enclosed as Annexure D.However certain related party transactions were considered as material in accordance withthe Company policy on materiality of related party transactions and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for which approved byshareholders at Annual General Meeting. The company has developed a framework throughStandard Operating Procedures for the purpose of identification and monitoring of suchRelated Party Transactions.

All Related Party Transactions were placed before the Audit Committee and also beforethe Board for their approval. Prior approval of the Audit Committee was obtained for thetransactions which were of a repetitive nature. The transactions entered into pursuant tothe approval so granted were reviewed and statements giving details of all related partytransactions were placed before the Audit Committee and the Board of Directors for theirapproval on a quarterly basis.

All Related Party Transactions were placed before the Audit Committee as also to theBoard for approval. The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company viz. www.vpbil.com.

The Members may refer to Note 30.5 to the Standalone Financial Statements which setsout the related party disclosures as per the Indian Accounting Standards.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/ revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

No remuneration was paid to any of the directors and there was no employee in receiptof remuneration in excess of the limits in terms of Rule 5(2). The statement showingdetails of top ten employees in terms of remuneration drawn is given in Annexure C

PARTICULARS OF LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

No loan was given investments made or guarantee provided during the year attractingthe provisions of S. 186 of the Companies Act 2013.

STATEMENT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND R&D

Information relating to conservation of energy technology absorption foreign exchangeearnings and outgo as required to be disclosed under the Act are given in Annexure Bforming part of this report.

RISK MANAGEMENT POLICY

The Board of directors review/assess the risk profile of the company on a continualbasis with respect to its current business environment. However being a sick unit withoutany operations for several years the company faces various risks - operationalfinancial market share etc. A proper assessment in this regard would be possible only onrestarting the manufacturing activity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statements relateand the date of report.

The Company is taking all the recommended precautions and safeguard measures as per thedirectives/guidelines/circulars issued by the Central Government and the respective StateGovernment(s) from time to time as far as prevention and spreading of COVID-19 pandemic isconcerned.

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemicon the business turnover profitability and liquidity position particularly at subsidiarylevel and will be taking all the necessary steps in future in line with the variousdirectives issued by the Regulatory authorities from time to time.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed offduring the period under review :

No. of complaints at the beginning of the year : Nil.
No. of complaints received during the year : Nil.
No. of complaints disposed off during the year : Nil.
No. of complaints at the end of the year : Nil

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

There are no companies which have ceased to be its Subsidiaries joint ventures orassociate companies during the year under review.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review and hencethe disclosure as required under Section 54 read with rule 8(13) of Companies (ShareCapital and Debentures) Rules 2014 is not required to be made.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued Equity Shares with differential voting rights and hence thedisclosure as required under Section 43 read with rule 4(4) of Companies (Share Capitaland Debentures) Rules 2014 is not required to be made.

ACKNOWLEDGMENTS

The Board of Directors places on record its sincere thanks to the Government of Indiavarious State Governments and regulatory authorities in India.

The Directors record their sincere gratitude to the Company's Bankers shareholdersesteemed customers and all other well-wishers for their continued patronage.

Your Directors also wish to place on record the sincere appreciation of servicesrendered by the employees at all the levels towards your company's success during the yearunder review and shareholders for their active support and co-operation.

By order of the Board
For VICTORY PAPER AND BOARDS (INDIA) LIMITED
Sd/- Sd/-
K L V Narayanan Dony Dominic
Place :Kizhakkambalam Managing Director Director
Date: 02.08.2021 DIN:01273573 DIN:03588411

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