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Siddheswari Garments Ltd.

BSE: 526877 Sector: Others
NSE: N.A. ISIN Code: INE797C01019
BSE 05:30 | 01 Jan Siddheswari Garments Ltd
NSE 05:30 | 01 Jan Siddheswari Garments Ltd

Siddheswari Garments Ltd. (SIDDHESGARMENT) - Director Report

Company director report

TO THE MEMBERS

Your Directors take pleasure in presenting the Twenty seventh Annual Report and AuditedFinancial Result of the Company for the year ended on 31st March 2021.

FINANCIAL RESULTS (Rs. in Lac\
Financial year ended 31.03.2021 Financial year ended 31.03.2020
Net Sales 20.36
Other Income 30.24 29.66
Total Revenue 30.24 50.02
Less: Total Expenditure 17.89 39.24
Gross Profit/Loss 12.35 10.78
Less: Depreciation 1.52 1.52
Profit/Loss Before Tax (PBT) 10.83 9.26
Less: Provision for Income Tax 3.21 2.80
: Deferred Tax –0.35 –0.62
Tax Expenses for early year 3.10 0.23
Net Profit/Loss (PAT) 4.87 6.85
Other Comprehensive Income 225.90 181.66
Total Comprehensive Income for the year 230.77 188.51

PERFORMANCE

Due to the Current Worldwide pandemic situated the Company's Total Revenue was reducedby approximately 40%. However the other income of the company increased by 2%. The lossof revenue was suffered by the company due to the fact that during the year under reviewthe company was not able to generate any operating revenue due to extensive lockdown onthe ground of COVID-19 outbreak.

COVID-19 has been an year end impediment in our country leading to initiation of"Lockdown" in India from the end of the Financial Year 2020-21. This hastriggered some specific impacts of the organisation specifically in the process ofstrategisation by the management focusing on business continuity particularly moving theorganisation to a work from home workforce workforce management etc. This pandemiccontinued to impact directly or indirectly. However the directors will continue to venturefor sustainable performance of the company and are trying to remain in the market withdifferent planning and to overcome the pandemic problems and challenges and to find outsolution for revenue maximisation even in the ongoing COVID-19 environment withrestrictions imposed on working and workforce in the factory of the company.

INTERNAL FINANCIAL CONTROL

Your Company is committed to constantly improving the effectiveness of internalfinancial controls and processes for efficient conduct of its business operations andensuring security to its assets and timely preparation of reliable financial information.In the opinion of the Board of Directors the internal financial control system of yourCompany is commensurate with the size scale and complexity of business operations of yourCompany.

Further the internal financial controls with reference to the Financial Statements areadequate in the opinion of the Board of Directors and were operating effectively duringthe Financial Year 2020-21.

The Company has a proper system of internal controls to ensure that all the assets aresafeguarded and protected against loss from unauthorized use or disposition and thattransactions are authorized recorded and reported correctly.

DIVIDEND

In view of retaining the available surplus for future business growth your Directorsrefrain from recommending payment of dividend for the year.

ACCOUNTING STANDARDS

You are aware that prior to 1st April 2017 financial statement were prepared anddisclosed in compliance with the then applicable accounting standard (INDIAN GAAP) whereas i.e.2017 it has been made compulsory to use and adopt IND-AS as prescribed by the ICAIfor preparing a financial statements and making disclosure there under.

TRANSFER TO RESERVE

The Company is not required to transfer any amount to Reserve under the provisions ofthe Companies Act 2013.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Unpaid /Un-claimed Dividend Balance in the company‘s books of account as atthe end of F Y 2020-21 is Rs NIL.

STATUTORY AUDITORS AND THEIR REPORT

M/s R K BAJAJ & CO (FRN 314140E) Chartered Accountants had been appointed as thestatutory Auditors of the Company by a resolution of the members of the Company for aconsecutive (5) five years period ending on the the AGM to be held in the year 2024. TheReport of the Auditors when read with notes forming parts of Accounts is self explanatoryand does not require any further elaboration.

DIRECTORS APPOINTMENT

Mr. Uma Nath Singh (DIN 00301884) being as non-executive rotational director is due toretires at the forthcomming Annual General Meeting and he beings elegible offer himselffor re-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill the requirements to be qualified for their appointment as Independent Direcotrsunder the provisions of the Companies Act 2013 U/s 149 as well as applicable provisionsof SEBI(LODR) Regulations 2015.

DIRECTORS RESPONAIBILITY STATEMENT

Pursuant to the requirements under section 134(3) (c) of the companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm and Statethat:-

In the preparation of the Annual Accounts the Accounting Standard laid down by ICAIhave been strictly followed.

The directors have selected such accounting polices and adopted them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit & loss of the company for the period.

Proper and sufficient care has been taken for the maintenance of adequate records inaccordance with provisions of the Companies Act. for safeguarding the assets of theCompany and detecting fraud and other irregularities: The Annual accounts have beenprepared on the ‘On-Going' concern basis.

Laid down internal financial controls to be followed by the company and that suchinternal financial control are adequate and were operating effectively.

Devised proper systems to ensure compliance with the provisions of all applicable lawsand that such system were adequate and operating effectively.

LISTING OF SHARES

The shares of the company are listed on the stock exchanges at Bombay BSE and CalcuttaCSE but consequent to some alleged defaults trading in companies shares on BSE wassuspended. However the matter has since been resolved where is due to persistent lockdownrecords at BSE remain pending for updation and accordingly Restoration of trading on BSEis delayed.

DETAILS OF DIRECTOR & KEY MANAGERAL PERSONS INCLUDING THOSE WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR:-

Mr. Abhishek Poddar : Non Executive Non Independent Director
Mrs. Riti Poddar : Woman Non Independent Director
Mr. Sanjay Kumar Shah : Executive Whole Time Director & CFO.
Mr Uma Nath Singh : Non Executive Independent Director

There was no appointment or Resignation of Directors during the year.

MANAGERIAL REMUNERATION

The company has paid and or provided for managerial remuneration in accordance with therequisite approvals by the provisions of Section 197 read with schedule V to the Act.

KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Shah has been appointed as the whole time Executive Director & CFOin compliance of Section 196 read with Section 203 of the companies Act 2013. whole timecompany Secretary of the company Mrs. Dona Agarwal has resigned on 06.08.2020 Again thecompany has appointed Mr. Swarup Sarkar on 15.09.2020 who also has resigned on18.01.2021. However the Company has taken necessary steps to comply with the relevantprovisions of the Act and has appointed Ms. Rashmi Sharma as a whole time Companysecretary of the company with effect from 08.06.2021.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

During the year 2020-21 the Board of Directors met 4(four) times on 30.06.202014.08.2020 13.11.2020 13.02.2021.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year there was no change in the nature of Business of the Company.

THE ANNUAL EVALUATION

The ultimate responsibility for good performance and prudent management of Company lieswith the Board of Directors. The Board is expected to exercise continuous proactive andeffective decision making and implementation thereof with a view to achive the desiredgoal. In this connection the Board has set out a framework of guidelines for the directorsto undertake continuous evaluation of performance of the Company while affirming thedesired destination. The Board of Directors as a whole is required to display itscommitment to good governance ensuing a constant improvement of process and procedures andeach individual directors are committed to contribute his best in the overall growth ofthe organization.

The Independent Directors have submitted to the Board necessary declarations as totheir eligibility for appointment as independent Director in term of Sec 149 of theCompanies Act2013 and the applicable provisions of SEBI (LODR) Regulation 2015.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSTION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELETE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the companyoccurred in between the end of financial year and the date of Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

Necessary disclosures have been made in the Notes to the financial Statement formingpart of the Audited Statements of financial Statements as at the end of Financial year2020-21 and was shown as "Related Party Transaction" in terms of Section 129read with schedule III to the Companies Act 2013 and that such transactions having beenmade in the ordinary course of business transaction at arm's length basis the provisionsof the section 188 of the Act was not applicable to the Company.

PARTICULARS OF LOANSGUARANTEES OR INVESTMENT U/S 186 OF COMPANIES ACT 2013.

The Company did not provide any loans or guarantee u/s 186 of the Companies Act 2013while the particulars of investments made by the company u/s 186 as at end of the F Y2020-21 forms parts of the ‘NOTES TO FINANCIAL STATEMENT' annexed to this Report.

SIGNAFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE ON-GOING STATUS OF COMPANY'S OPERATIONS.

There was no other significant order passed by Regulators or courts or TribunalImpacting. The ongoing status of Company's operation in future.

HUMAN RESOURCES

The Company believes that the employees are the most valuable assets of an organizationand the optimum utilization of their skills Knowledge and attitude are instrumental tothe growth of an organization.

RATINGS

The Company having no secured Loan and/or issued Debentures or Public Deposit creditRating of the Company was not required.

SUBSIDIARIES / ASSOCIATES

The Company do not have any subsidiary and/or Associates Company.

CAPITAL AND FINANCE

There had been no issue or allotment of any securities during the year. The issued subscribed and paid up capital of the Company remains static at Rs 33099000.00 dividedinto 3309900 Equity shares of Rs 10/- each as at 31.03.2021.

EMPLOYEE STOCK OPTION PLAN

The Company had not provided any employee Stock option.

CORPORATE GOVERNANCE

The Paid up capital of the Company being less then Rs 5.00 Crore (Rupees Five Crore)the provisions of SEBI (LODR) Regulation 2015 are not attracted to this Company.

Yet your Directors believe that CORPORATE GOVERNANCE is way of business life ratherthan a statutory compliance. It is intended to achieve excellence in business forenhancing the long term shareholders wealth through necessary disclosure transparencyintegrity accountability responsibility and fairness in all its dealing withshareholders customers suppliers and the society at large. During the financial year2020-21 your directors continued their Endeavour to pursue the policy and procedure tosafety their ethical responsibility. A brief report on Corporate Governance is annexedhereto as Annexure-A.

PATICULARS OF EMPLOYEES

There being no employee employed during the year drawing remuneration in excess ofthe prescribed ceiling the provisions of section 197(12) of the Companies Act 1956 readwith rules (5) is not applicable to this company.

PARTICULARS OF THE MANAGEMENT REMUNERATION

In accordance with the provisions U/s 197(2) read with rule 5 of the Companies(Appointment and Remuneration of management) Rules the Company furnish the details asAnnexure-C as part of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form No MGT-9 for the year ended on 31.03.2021 isattached hereto as Annexure-C and form part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rule madethere under Mr Rajarshi Ghosh a Company Secretatory in practice (CP No-8921 Member shipNo- ACS 17717) has been appointed as secretarial Auditor of the Company for the year ended31.03.2021. The Report of Secretarial Audit is annexed hereto and marked as Annexure-B.

INTERNAL / COMPLAINT COMMITTEE

In accordance with the Sexual harrassement of woman at workplace (preventionprohibition and Redressal)Act 2013 and rules made there under the Company has constituteda committee which is comprised of Sanjay Kr Shah whole time director Uma Nath Singh andRiti Poddar during the year to act as per rules of the Said Act. There has been nocomplained so far received by the Committee.

CORORATE SOCIAL RESPONCIBILITY

The Provisions of section 135 of Companies Act 2013 setting out the conditions forapplicability of corporate social Responsibility having not been fulfilled by company theresponsibility of setting a Corporate Social Responsibility committee and/or otherobligations under this section is not attracted to this company.

CONSERVATION OF ENERGY ETC AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

There being no manufacturing activity of the Company during the year the provisions ofthe Companies Act 2013 in the subject matter was not attracted to this company. Theinformation required U/s 134(3) (m) of the Act are not attracted.

There was no Income or outgo in foreign Exchange during the year.

COST AUDITOR.

The Company having no Manufacturing operations during the year the Provisions of sec148 of the Companies Act 2013 is not attracted to the Company.

INTERNAL FINANCIAL CONTROL VIZ-A VIZ INTERNAL AUDIT

The Audit Committee of the Board of Directors of the Company closely monitors theadequacy of the internal Financial Control System in close co-ordination and support ofthe in-home internal Audit team who periodically submits its findings on the efficacy andadequacy of the internal Control System its compliance with the Company's operatingsystem and Accounting standards and policies. Based on the Report of the in-house AuditTeam their findings and submissions the Audit committee have elaborate discussions and domake recommendations to the senior management to undertake corrective measures wherevernecessary to strengthen the control. The subject process of internal Financial Control isa continuous one and is due compliance of the provisions of the Companies Act 2013. Duringthe F Y 2020-21 there had been no reportable weakness in the design or operation asobserved.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any public Deposit as defined under theprovisions contained in chapter V of the Companies Act 2013.

RISK MANAGEMENT POLICY

Your Directors have formulated and implemented a Risk Management policy for the Companywith a view to identity various risks impacting the company and the mode of addressingthem effectively by way of identifying therein the risk elements which in the opinion ofthe Board may threaten the performance and even existence of the Company.

VIGIL MECHANISM

In pursuance of the Provisions of sub section (9) & (10) of section 179 of theCompanies Act2013 your procedure for whistle blower system to report matters of seriousconcern and consequences that directors have developed and implemented an extensive vigilmechanism for directors and employees with elaborate may have serious effect on theoperation.

ACKNOWLEDGMENTS

Your Directors wish to place on records their sincere appreciation of the Valuableco-operation and support received from the Financial Institutions Banks and GovernmentDepartment and Agencies both at the Central and state levels. The Directors would like toexpress thanks to the sincere services of Workers staff and Executives of the Company.

Dated : 04.08.2021 By order of the Board
for Siddheswari Garments Limited
Place : Kolkata
Uma Nath Singh
Director
Sanjay Kr. Shah
Director

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