TO THE MEMBERS
Your Directors take pleasure in presenting the Twenty Fifth Annual Report and AuditedFinancial Results of the Company for the year ended on 31st March 2019.
(Rs. in Lac)
| ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Net Sales ||25.82 ||- |
|Other Income ||29.40 ||29.44 |
|Total ||55.22 ||29.44 |
|Less: Expenditure ||48.36 ||21.77 |
|Gross profit/(loss) ||6.86 ||7.67 |
|Less: Depreciation ||1.52 ||1.52 |
|Profit/(loss) before Tax ||5.34 ||6.15 |
|Less: Provision for taxation ||2.64 ||3.62 |
|Add: Provision for Deferred Tax ||(0.15) ||(1.72) |
|Tax Expenses for earlier year ||- ||(1.22) |
|Net Profit/(loss) (PAT) ||2.85 ||5.47 |
|Other Comprehensive Income ||141.30 ||1.55 |
|Total comprehensive Income for the period ||144.15 ||7.02 |
After having a self imposed discontinuation of normal business operation for the year2017-18 the company has since revived its normal business operations in the year 2018-19.There being no business operations in the previous year no comparative analysis of profit& loss for the last 2 years would not give any useful indication. However whilecomparing the EPS of 3 consecutive years i.e. 2016-17 2017-18 and 2018-19(being 0.150.17 and 0.09) indicates a observation to be made that is suspension of businessoperation gives better EPS as compared to continuation in business operation. In otherwords to increase the profitability of the company either the scale of operation shouldbe increased or some diversification of business mode should be identified and necessaryalteration of object clause and Article of Association together with obtaining statutoryconsent and permission is required. In this case for the purpose of increasing the scaleof operation there are two alternative methods i.e. In house increase of companysproducts through normal manufacturing process or alternatively manufacturing throughoutsourcing mode having standard brand name.
In the above matter normal manufacturing operation is not possible unless a companyestablishes the necessary manufacturing units at a huge capital cost or alternativelymanufacturing through outsource method in the companys brand name which may alsocreate some litigation problems with the existing manufacturing units using brand nameSiddheswari. In this matter further investigation and consultation withexperts to be undertaken before initiating any venture. Your directors require furthertime to study the problem in debt before taking any final decision. Mean time thedirectors propose to continue as it is for the time being since the performance result ofthe company continues to be in black.
In view of the insufficient Profit of the year your Directors refrain fromrecommending payment of dividend for the year.
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 ICAI for preparing a financialstatements 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 companys books of account as atthe end of F Y 201819 is Rs NIL .
STATUTORY AUDITORS AND THEIR REPORT
M/s Jain Pradeep & Co (FRN NO 315109E) Chartered Accountants had been appointedas the statutory Auditors of the Company by a resolution of the members of the Company fora consecutive (5) five years period ending on the the AGM to be held in the year 2019. TheReport of the Auditors when read with notes forming parts of Accounts is self explanatoryand does not require any further elaboration.
Mrs Riti Poddar(DIN 01726726) being as a Non-executive rotational Director is due toretires at the Forthcoming Annual General Meeting and see being eligible offers herselffor reappointment.
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 Act2013 withrespect to Directors Responsibility Statement your Directors hereby confirm andState That:-
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 assetsof the Company and detecting fraud and other irregularities:
The Annual accounts have been prepared on the On-Going concernbasis.
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
Besides listing on the CSE the listing of Companys shares on BSE presentlyremains suspended and revocation thereof has duly been applied for which is expectedshortly.
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.
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 2018-19 the Board of Directors met 4(four) times on 30.05.201814.08.2018 14.11.2018 14.02.2019 followed by an exclusive meeting of independentdirectors on 30.05.2018.
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 year2018-2019 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 arms 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 Y2018-2019 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 COMPANYS OPERATIONS.
There was no significant order passed by Regulators or courts or Tribunal impacting theongoing status of Company's operation in future.
The Company believes that the employees are the most valuable assets of an organizationand the optimum utilization of their skill Knowledge and attitude are instrumental to thegrowth of an organization.
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 31.3.2019.
EMPLOYEE STOCK OPTION PLAN
The Company had not provided any employee Stock option.
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 year20172018 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 31.03.2019 isattached hereto as Annexure-C and form part of this Report.
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 ended31.03.2019. 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.
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 Companys 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 anddo make 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 2018-19 there had been no reportable weakness in the design or operation asobserved.
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.
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.
MANAGEMENT DISCUSSION & ANLYSIS REPORT
The Companys main business activity was manufacturing and selling of knittedhosiery Garments to cater for the domestic market. But consequent to continuous labourunrest at the manufacturing unit the company was forced to close down its productionactivities on a permanent basis and have been continuing with Trading activities andinvesting the liquid funds to earn return on idle capital. However the directors areseriously examining viability of diverse project proposals to commence new ventures withinthe framework of the object clause of the Companys memorandum of Association. Incase a suitable project could be indentified within the limit of the Companysavailable resources your directors will not hesitate to take necessary actions forimmediate implementation of the desired project and the matter will be placed before themembers in a General Meeting for consideration and approval of applicable Resolutationthere for as may be necessary.
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 : 30.05.2019 ||By order of the Board |
|Place : Kolkata ||for Siddheswari Garments Limited |
| ||Uma Nath Singh |
| ||Sanjay Kr. Shah |
| ||Director |