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Shekhawati Poly-Yarn Ltd.

BSE: 533301 Sector: Industrials
NSE: SPYL ISIN Code: INE268L01020
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Shekhawati Poly-Yarn Ltd. (SPYL) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting their 27th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended March 312018.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under section 133 of the Companies Act 2013read with Companies (Accounts) Rules 2014. The financial statements for the FinancialYear ended March 31 2018 are the Company's first Ind AS compliant annual financialstatements with comparative figures for the year ended March 31 2017 also under Ind AS.The date of transition is April 1 2016. The disclosure and effects of first time adoptionof Ind AS are detailed in the Notes to the financial statements. The financial highlightsof your Company for the financial year ended March 31 2018 are summarized as follows:

(Amount in Lakhs)

Particulars 2017-2018 2016-2017
Net Sales /Income from
Business Operations 14608.25 10078.45
Other Income 153.98 41.91
Total Income 14762.23 10120.36
Less: Expenses 15103.81 10096.10
Total 341.58 24.26
Less: Interest 15.85 42.56
Profit before Depreciation (357.43) (18.30)
Less: Depreciation 998.84 1037.01
Profit/Loss after depreciation and Interest (1356.27) (1055.31)
Less: Exceptional Item&Prior period Exp. 4560.34
Profit/Lossbefore Tax (1356.27) (5615.65)
Less: Current Income Tax
Less: Deferred Tax Liability / (Assets) 3.49 (3.58)
Net Profit / Loss after Tax (1359.76) (5612.06)
Other comprehensive Income/(Loss) (7.08) 7.26
Total Comprehensive Income/(Loss) for the year (After Tax) (1366.84) (5604.82)
Dividend (including Interim if any and final )
Net Profit after dividend and Tax (1366.84) (5604.82)
Amount transferred to General Reserve
Balance carried to Balance Sheet (1366.84) (5604.82)
Earning per share (Basic) (0.39) (1.67)
Earning per Share(Diluted) (0.39) (1.67)

2. DIVIDEND

The Board of Director has not recommended any dividend on the Share Capital of theCompany for the period ended March 31 2018 in view of losses incurred.

3. TRANSFER TO RESERVES

The company has not transferred any amount to the General Reserve.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations during the year underreview:

a. Performance

During the year under review the performance of the company was affected due to lowercapacity utilization on account of limited resources available with company and continuousslowdown in the local and international market in the textile industry. The Performancealso affected due to transitory adverse effect of rolling out of Goods and Service Tax(GST). The Company has incurred loss after tax of Rs 1366.84 lacs as against a loss aftertax of Rs 5604.82 lacs in the previous year 2016-17. The turnover of the company was Rs14608.25 lacs as against Rs 10078.45 lacs in the previous year 2016-17.

b. Marketing and Market environment

Your Company believes that its scale of operations and integration across the textilechain will in future offer significant advantages in both cost and revenue.Your Companywork hard to meet the competition as well as to enable to maintain long standing businessrelationship.

C. Future Prospects including constraints affecting due to Government policies

We expect the textile segments to turn favorable based on the various factors likemacro economy condition and the Company is taking all necessary steps to take companyforward.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE

COMPANY

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of this report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators / courts thatwould impact the going concern status of the Company and its future operations.

7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year ended 31st March 2018 asstipulated under Regulation 34(2) and (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 with Stock Exchanges in India is presented in the aseparate section forming a part of this Annual Report.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "AnnexureA" and is attached to this report.

9. RISK MANAGEMENT POLICY

Risk management includes identifying all types of risks and its assessment riskhandling and monitoring and reporting. The Company has laid down a well-defined riskmanagement mechanism covering the risk mapping and trend analysis risk exposurepotential impact and risk mitigation process. A detailed exercise is being carried out toidentify evaluate manage and monitor the principal risks that can impact its ability toachieve its strategic objectives. These are discussed at the meetings of the AuditCommittee and the Board of Directors of the Company. The Company has adopted RiskManagement Policy in accordance with the Listing Regulations 2015.

The Risk Management Policy is available onweblinkhttp://www.shekhawatiyarn.com/Companypolicies.html.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Boardhas constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship ofMr. Sushil Kumar Poddar. The other members of the Committee are Mr. Mukesh Ruia and Mrs.Rohini Pradyumna Dandekar. The Board of Directors based on the recommendations of theCommittee formulated a CSR Policy. The Company could not undertake CSR activities in viewof losses. The detailed CSR Policy is hosted on company's website weblinkhttp://www.shekhawatiyarn.com/Companypolicies.html. Annual report on CSR as required under Companies(Corporate Social Responsibility Policy) Rules 2014 is furnished in "AnnexureB" and forms part of this report.

11. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing woman employees in various cadres within its office andfactory premises. The Company has in place a policy against Sexual Harassment in line withthe requirements of the Sexual Harassment of woman at work place (Prevention Prohibitionand Redressal) Act 2013. Internal Complaint Committee is set up to redress any complaintsreceived and are monitored by woman line supervisors. All employees are covered under thispolicy. There was no complaint received from any employee during the financial year2017-18 and hence no complaint is outstanding as on March 31 2018 for redressal.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Particulars of Contract or Arrangements made with related parties made pursuant toSection 188 is furnished in "Annexure C" and is attached to this report.All related party transactions that were entered into during the year under report were onan arm's length basis and in ordinary course of business and were in compliance withapplicable provisions of the Act and Listing Regulations.

The policy on the materiality of the Related Party Transactions and also on dealingwith the Related Party Transactions as approved by the Audit Committee and Board ofDirectors is available on the weblinkhttp:// www.shekhawatiyarn.com/Companypolicies.html.

14. AUDITORS REPORTS

As regards Auditors Remarks in Audit Report comments of the Board of Director is asunder:-

Auditor Remark :

The Company has not provided for Interest Expenses amounting to Rs 2256.99 Lakhs (P.Y.Rs 2373.73 Lakhs) (derived on simple interest basis) which should have been provided asper the Principal of Prudence on the borrowing which have been classified as"Non-performing assets" (NPA) by the banks as referred in Note 42 ofaccompanying notes to financial statement. The company has also not provided penalinterest and other bank charges as the same are not ascertainable. Had these interestexpenses been debited to the Statement of Profit and Loss Account loss for the year endedand debit balance of reserves and surplus would have been higher by Rs 2256.99 lakhs andRs 4630.72 lakhs.

Management Remark :

The Company is in the process of negotiation with its bankers and is hopeful that thesuitable resolution plan will be considered by banks and accordingly the Company has notrecognized the Interest Expenses.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration including criteria for determining Directors' qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 is furnished in "Annexure D" and isattached to this report.

16. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder an extract of theAnnual Return in Form MGT – 9 is furnished in "Annexure E".

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. MEETINGS OF THE DIRECTORS

The Board met 5 (Five) times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between any two meetings was within the periods prescribed by the companies Act 2013and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 entered into with the stock exchanges.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

a) Applicable accounting standards have been followed with explanation for any materialdepartures;

b) Selected accounting policies have been applied 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 at the end of the financial year and of the profit and loss ofthe company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

d) The annual accounts are prepared on a going concern basis;

e) Internal financial controls laid have been followed by the company and that suchinternal financial controls are adequate and are operating effectively and;

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following Directors appointed / re-appointed and resigned in theCompany.

Appointments

Mrs. Rohini Pradyumna Dandekar who were appointed as an Additional Independent Directorby the Board of Directors on the recommendation of Nomination and remuneration Committeeon May 25 2017 and reappointed as an Independent Director in the 26th AGM for5 consecutive years.

Re-appointments

1) As per the provisions of Section 152(6) of the companies Act 2013 Mr. MukeshRuia (DIN : 00372083) Executive Director of the company retires by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.

2) As per the provision of Section 196 197 & 203 of the Companies Act 2013Mr. Ravi Sanjay Jogi Executive Director is re-appointed for the another term of 5 yearsas a Whole Time Director.

Attention of the member is invited to the relevant item in the Notice of the 27thAnnual General Meeting and explanatory statement thereto.

Resignations

Ms. Jyoti Thakkar Independent Director and Mr. Sanjay Jogi Non – ExecutiveDirector was resigned from the Directorship of the Company w.e.f May 25 2017 due to theirpre-occupation.

The Board places on record its appreciation for the services rendered by Ms. JyotiThakkar and Mr. Sanjay Jogi during their tenure with the Company.

Appointment / Resignations of the Key Managerial Personnel

There is no appointment/Resignation of the Key Managerial Personnel.

Board Evaluation

Pursuant to section 134 and 174 of the Act and Regulation 17 and 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate exercise wascarried out to evaluate the performance of individual Directors Board its committeesincluding the Chairman of the Board who were evaluated on parameters such level ofengagement and contribution and independence of judgement thereby safeguarding theinterests of the Company. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The board also carriedout annual performance evaluation of the working of its Committees. The Directorsexpressed their satisfaction with the evaluation process.

Familiarization Programme

The Company have conducted presentation during the financial year to familiarizeIndependent Directors with the Company their roles responsibilities in the Companyperformance update of the Company global business environment technology and the riskmanagement system of the Company. Further the Directors are encouraged to attend and tothe training programmes being organized by various regulators/bodies/Institution on abovematters and freedom to interact with the management of the Company.

22. DECLARATION OF INDEPENDENT DIRECTORS

The company has received necessary declaration from all Independent Director undersection 149(7) of the Companies Act 2013that he/she meets the criteria of independenceas prescribed under Section 149(6) and (7) of the Companies Act 2013and Regulation 16 ofListing Regulations.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members as on March 31 2018

Sr. No. Name of the Member Designation
1 Mr. Sushil Kumar Poddar Chairman
2 Mr. Mukesh Ruia Member
3 Mrs. Rohini Pradyumna Dandekar Member

The above composition of the Audit Committee consists of independent Directors viz.Mr. Sushil Kumar Poddar and Mrs. Rohini Pradyumna Dandekar who form the majority. Moredetails on the Committee are given in the Corporate Governance Report which forms part ofthis Annual Report. Mrs. Rohini Pradyumna Dandekar was appointed as member of Auditcommittee in place of Ms. Jyoti Thakkar who resigned from membership w.e.f. May 25 2017.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and the Company. Thedetails of the Whistle Blower Policy is explained in the Corporate Governance Report andis also displayed on the website of the Company.

24. AUDITORS

STATUTORY AUDITORS

M/s. Ajay Shobha & Co. Chartered Accountants were appointed as Statutory Auditor ofthe Company at the Annual General Meeting held on September 22 2015 to hold office tillthe conclusion of the Annual General Meeting to be held in the Calendar year 2020 subjectto ratification by the member at every AGM held thereafter. Section 139 of the Act hasbeen amended vide the Companies (Amendment) Act 2017 by the Ministry of Corporate Affairson May 7 2018 and has done away with the requirement of seeking ratification of Memberfor appointment of Auditors at every AGM. Accordingly no Resolution is being proposed forratification of appointment of Statutory Auditors at the ensuing AGM.

The M/s.Ajay Shobha & Co. Chartered Accountants have under Sections 139 and 141 ofthe Act and Rules framed thereunder confirmed that they are not disqualified fromcontinuing as Statutory Auditor of the Company and furnished a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India as required underRegulation 33 of the Listing Regulations.

COST AUDITORS

As per the requirement of Section 148 of the Act read with the companies (Cost Recordand Audit) Rules 2014 the Audit of Cost Account related to Textile product is beingcarried out every year. The Board of Directors have based on the recommendation of theAudit Committee appointed M/s. N. Ritesh& Associates Cost Accountant Mumbai(Membership No. M/26963) to audit the cost accounts of the Company for the year endedMarch 31 2018 on a remuneration of fixed between the Board and Cost Auditor. As requiredunder the Act necessary resolution seeking members ratification for the remunerationpayable to M/s. N. Ritesh & Associates is included as item Number 4 of theNotice convening 27th Annual General Meeting.

SECRETARIAL AUDITORS

Mr. Vishal Manseta Practicing Company Secretaries was appointed to conduct thesecretarial audit of the company for the Financial Year 2017-18 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for F.Y. 2017-18 forms part of the Annual Report as "Annexure F" to the BoardReport.

INTERNAL AUDITORS

M/s. Sunil Kudwa & Co. Chartered Accountants (Firm Registration No. 123657W) wereappointed as internal auditors of the Company for the F.Y. 2017-2018. The Internal AuditReport have been submitted to the Audit Committee and the Board of Directors.

Their appointment as a internal Auditor for the Financial Year 2018-19 has beenapproved in the meeting of the Board of Directors held on May 30 2018.

26. INTERNAL FINANCE CONTROL

The Board has adopted system of internal control to ensuring the orderly and efficientconduct of its business including adherence to the Company's Policies the safeguardingof its assets the prevention and detection of fraud and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures. The Company is in the process of strengthening its Internal Financial ControlSystem considering present financial situation and other recent developments.

27. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES

Your company had 381 employees as on March 31 2018.

The statement containing the particulars of employees as required under Section 197(12)of the Companies Act 2013 read along with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe company as no employees were in receipt in remuneration above the limits specified inRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The details required as per Section 197(12) of the Companies Act 2013 read along withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure G" and forms part of the report.

28. SHARE S

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during theperiod under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

29. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements as per theRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.A separate report on Corporate Governance alongwith a Certificate of Compliance fromthe Auditors forms a part of this report.

30. COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with all applicable Secretarial Standard issued by theInstitute of Company Secretaries of India.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
For SHEKHAWATI POLY-YARN LIMITED
Sd/- Sd/-
Mukesh Ruia Ravi Jogi
Date : August 11 2018 Chairman & Managing Director Whole Time Director
Place : Mumbai (DIN : 00372083) (DIN : 06646110)