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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 sixth Annual Report and AuditedFinancial Result of the Company for the year ended on 31st March 2020.

FINANCIAL RESULTS (Rs. in Lac\
Financial year ended 31.03.2020 Financial year ended 31.03.2019
Net Sales 20.36 25.82
Other Income 29.66 29.40
Total Revenue 50.02 55.22
Less: Total Expenditure 39.24 48.36
Gross Profit/Loss 10.78 6.86
Less: Depreciation 1.52 1.52
Profit/Loss Before Tax (PBT) 9.26 5.34
Less: Provision for Income Tax 2.80 2.64
: Deferred Tax -0.62 -0.15
Tax Expenses for early year 0.23 -
Net Profit/Loss (PAT) 6.85 2.85
Other Comprehensive Income 181.66 141.3
Total Comprehensive Income for the year 188.51 144.15

PERFORMANCE

Revenue receipt during the year had been reduced from Rs.25.82 Lacs to Rs.20.36 Lacssuch marginal shortfall of Rs.5.46 Lacs was due to sudden Lock-Down of business activitiescaused by ‘Corona' Pen demic engulfing Global Economic Activities.

Otherwise excellent performance in other sectors of the Company had more thancompensated the shortfall resulting in an increased PBT of Rs. 9.26 Lacs as against Rs.5.34 Lacs in the previous year. Added to this other compressive Income was increased toRs. 181.66 Lacs as against Rs.141.30 Lacs in the previous year thereby the TotalComprehensive Income was raised to Rs. 188.15 Lacs.

INTERNAL FINANCIAL CONTROL

The company has in all material respect an adequate internal financial control overfinancial reporting and such internal financial control over financial reporting criteriaestablished by the company as at 31st March 2020 insurance the essentials of internalfinancial control as stated in the general guidance note.

DIVIDEND

There being do distributable profit your Directors refrain from recommending paymentof 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 2019-20 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

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 byICAI have been strictly followed.

• The directors have selected such accounting polices and adopted 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 & loss of the company for the period.

• Proper and sufficient care has been taken for the maintenance of adequaterecords in accordance with provisions of the Companies Act. for safeguarding the assets ofthe Company and detecting fraud and other irregularities:

• The Annual accounts have been prepared on the ‘On-Going' concern basis.

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

• Devised proper systems to ensure compliance with the provisions of allapplicable laws and 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 remainsuspended 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. Sanjay Kumar Shah : Whole Time Director & CFO.
Mr Abhishek Poddar : Non Executive Independent Director
Mr Uma Nath Singh : Non Executive Independent Director
Mrs Riti Poddar : Non Executive Non 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. The Companyhas appointed Mrs. Dona Agarwal whole time company Secretary.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

During the year 2019-20 the Board of Directors met 4(four) times on 30.05.201914.08.2019 14.11.2019 14.02.2020 followed by an exclusive meeting of independentdirectors on 30.05.2019.

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 year2019-2020 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 Y2019-2020 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 issuedsubscribed and paid up capital of the Company remains static at Rs 33099000.00 dividedinto 3309900 Equity shares of Rs 10/- each as at 31.03.2020.

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 year2019-2020 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 31.03.2020 isattached hereto as Annexure-C and form part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act2013 and rule made thereunder Mr Rajarshi Ghosh a Company Secretatory in practice (CP No8921 member ship No ACS17717) has been appointed as secretarial Auditor of the Company for the year ended31.03.2020. 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 constitutsa committee is comprised of Sanjay Kr. Shah whole time Director Uma Nath Singh and DonaAgarwal Company Secretary During the year to act as per rules of the Said act. There hasbeen no complained so for recd. 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 manufactring 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 do make recommendations to the senior management to undertakecorrective measures wherever necessary to strengthen the control. The subject process ofinternal Financial Control is a continuous one and is due compliance of the provisions ofthe Companies Act 2013. During the F Y 2019-20 there had been no reportable weakness inthe design or operation as observed.

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: 30.06.2020 By order of the Board
Place : Kolkata for Siddheswari Garments Limited
Uma Nath Singh
Director
Sanjay Kr. Shah
Director

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