SPENTA INTERNATIONAL LIMITED.
Your Directors have great pleasure in presenting 32nd ANNUAL REPORTalong with the Audited Balance Sheet and Profit and
Loss Account for the year ended 31st March 2019.
1. FINANCIAL RESULTS:
| || |
(Rs. in Lacs)
|Particulars || || |
| ||Year ended 2018-19 ||Year ended 2017-18 |
|Total Income (including Other Income) ||4460.67 ||3762.17 |
|Gross Profit (before Interest Depreciation and tax) ||837.09 ||548.41 |
|Less: Interest ||199.80 ||159.10 |
|Depreciation ||116.57 ||131.82 |
|: Provision for taxation - Current ||80.00 ||54.00 |
|- Deferred ||15.35 ||19.16 |
|Net Profit after tax ||225.57 ||184.33 |
|Balance brought forward from previous year's a/c ||2274.95 ||2166.52 |
|Amount available for appropriation ||2274.95 ||2166.52 |
|Transfer & Appropriations: || || |
|Proposed Dividend ||41.46 ||41.46 |
|DDT on proposed Equity Dividend ||8.44 ||8.44 |
|Capital redemption reserve on buy back of shares ||NIL ||NIL |
|Balance carried to balance sheet ||2274.95 ||2166.52 |
2 . DIVIDEND AND TRANSFER TO RESERVES:
Your Directors are pleased to recommend a final Dividend of Rs. 1.50per equity share of the face value of Rs. 10/- each for the approval of the shareholders.
The dividend if approved by the shareholders at the forthcoming AnnualGeneral Meeting would absorb Rs. 41.46 lacs excluding Rs. 8.44 lakhs as tax on dividend.The dividend will be free of tax in the hands of the shareholders of the Company.
No amount is being transferred to reserves during the year underreview.
3. FUTURE PROSPECTS :
Company is in the process of optimising production on all the existingmachines by manufacturing optimal product mix. Using better quality yarns and doingproduct innovation by using different finishes which will enhance the overall quality andhelp to improve our margins.
4. THE CHANGE IN THE NATURE OF BUSINESS IF ANY;
There is no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF THE COMPANY:
There were no material changes and commitments affecting the financialposition of the Company between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Dannay F. Hansotia was re-appointed for 3 years as a ManagingDirector w.e.f. 1st December 2017 and Mr. Sanjay Gadodia were re-appointed for 3 years asa Whole Time Director w.e.f. 1st July 2018 with Shareholder Approval in the AnnualGeneral Meeting held on 27th September 2018.
Further Mr. Prasad Chavan Company Secretary of the Company wasresigned w.e.f. 4th May 2018 and Ms. Nutan P. Bidye appointed in replace him w.e.f. 5thMay 2018.
7. NUMBER OF BOARD MEETINGS:
During the financial year the Board had met Twelve times on 4thMay 2018 25th May 2018 6th August 2018 14th August 2018 25th September 2018 14thNovember 2018 14th December 2018 21st December 2018 7th January 2019 11th January2019 15th January 2019 and 14th February 2019.
8. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to theBoard that they fulfill all the requirements as stipulated in Section 149(7) of theCompanies Act 2013 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules.
9. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met once during the year on 14thFebruary 2019 to review the working of the Company its Board and Committees. The meetingdecided on the process of evaluation of the Board and Audit Committee. It designed thequestionnaire on limited parameters and completed the evaluation of the Board byNon-Executive Directors and of the Audit committee by other members of the Board. The samewas compiled by Independent authority and informed to the members.
10. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) That in the preparation of the annual accounts the applicableaccounting standard had been followed along with proper explanation relating to materialdepartures.
ii) That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the Profit or Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for themaintenances of adequate accounting records in accordance with the provision of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) That the Directors have prepared the Annual accounts on a goingconcern basis.
v) That the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
vi) That the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating.
11. SUBSIDIARIES AND ASSOCIATE COMPANY'S:
As on 31st March 2019 Company has no subsidiaries and associatecompanies.
Your Company did not accept any deposits from the public during theyear. There are no deposits which have not been claimed by depositors or paid by thecompany after the date on which the deposit became due for repayment or renewal as thecase may be according to the contract with the depositors & there are no totalamounts due to the depositors & remaining unclaimed or unpaid.
13. INTERNAL AUDITOR
As per section 138 of the Companies Act 2013 the Company hasappointed M/s. B. G. Dolar & Co. internal auditors for the year to 2018-2019 toconduct the internal audit and to ensure adequacy of the Internal controls adherence toCompany's policies and ensure statutory and other compliance through periodical checksand internal audit.
14. STATUTORY AUDITORS:
M/s. Rajeev Shah & Co. Chartered Accountants having firmregistration No. 108346W vacated as a Statutory Auditor due to Dissolution of Firm w.e.f.31st March 2019. M/s. A K Kochar & Associates Chartered Accountants (FRN:120410W) appointed as Statutory Auditors of the Company in the Board Meeting held on 20thMay 2019 to hold office till the conclusion of the ensuing annual general meeting.
"RESOLVED THAT pursuant to the provisions of Section 139and other applicable provisions if any of the Companies Act 2013 and other Rules framedthereunder and pursuant to the recommendation of the Audit Committee of the Board ofDirectors M/s. A K Kochar & Associates. Chartered Accountants having firmregistration no 120410W Mumbai be and are hereby appointed as Statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting (AGM) to theconclusion of Thirty Seventh AGM of the Company on remuneration of Rs. 200000/- (TwoLakhs Only) as mutually decided by the Board of Directors."
Auditors' report is self-explanatory and therefore does not requirefurther comments and explanation.
15. STATUTORY AUDITOR'S REPORT AND QUALIFICATION:
There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. A K Kochar & Associates. Statutory Auditors in theirreport. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.
16. COST AUDITORS:
As per Section 148 read with Companies (Audit & Auditors)Rules applicable to cost auditors the company was not liable to appoint Cost auditorsfor the financial year 2018-19.
17. SECRETARIAL AUDITOR & REPORT
The Board has appointed Hemant Shetye Partner of HS AssociatesPracticing Company Secretaries as the Secretarial Auditor of the Company for the financialyear 2019-2020. Also annexed herewith secretarial Audit report (MR-3) in Annexure-1 asprovided by M/s. HS Associates for the secretarial audit conducted by them for the period2018-19.
1. Nomination and Remuneration Committee is not in Compliance with theprovisions of Section 178 of Companies Act 2013.
The Board is identifying an Independent Director in order to complywith the necessary provisions of Composition of the Committee.
18. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section92 read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure-2 and is attached to this Report.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) as prescribed in Form AOC - 2 of the rules prescribed underChapter IX relating to Accounts of Companies under the Companies Act 2013 is appended asAnnexure 3.
All Related Party Transactions are presented to the Audit Committee andthe Board. Omnibus approval is obtained for the transactions which are foreseen andrepetitive in nature. A statement of all related party transactions is presented beforethe Audit Committee on a quarterly basis specifying the nature value and terms andconditions of the transactions.
The Related Party Transactions Policy as approved by the Board isuploaded on the Company's website at www.spentasocks.com.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013
The particulars of investment made under Section 186 of theCompanies Act 2013 have been disclosed in the financial statements in Schedule 13 of theBalance Sheet.
21. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreignexchange earnings and out go is required to be given pursuant to provision of Section 134of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 is annexedhereto marked Annexure-4 and forms part of this report.
22. CORPORATE GOVERNANCE REPORT
The company falls under the criteria 15(2) (a) of the ListingObligations & Disclosure requirements (LODR) Regulations 2015 as the Paid-up capitalof the company was below Rs. 10 Crores and net worth was above Rs. 25 Crores as on thelast day of the previous financial year.
As on 31st March 2019 the Company's Paid up Capital is of Rs.27643260 /- (Rupees Two Crores Seventy-Six Lakhs Forty-Three Thousand Two Hundred Sixtyonly) and Net worth is of Rs. 255138289/- (Rupees Twenty-Five Crores Fifty-One LakhsThirty-Eight Thousand Two Hundred and Eighty-Nine only).
Hence compliance with Corporate Governance provisions as per ListingObligations & Disclosure requirements (LODR) Regulations 2015 is applicable for theFinancial Year 2019-20 and not applicable to company in the year 2018-19.
23. PARTICULARS OF EMPLOYEES:
During the financial year there were no employees drawing salaryexceeding Rs. 5 Lacs. The information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014relating to median employee's remuneration is annexed hereto marked Annexure-5 andforms part of this report.
24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year underreview as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed to thisreport. (Annexure 6)
25. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives and thus in pursuance of the same it hasformulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI
(LODR) 2015. Major risks identified by the businesses and functions aresystematically addressed and also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Company's internal control systems are commensurate with thenature of its business and the size and complexity of its operations. Significant auditobservations and follow up actions thereon are reported to the Audit Committee and therisk management policy is available on the website of the company: www.spentasocks.com.
26. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDSPERFORMANCE:
During the year the Board adopted a formal mechanism for evaluatingits performance and as well as that of its Committees and individual Directors includingthe Chairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by theentire Board and that of the Chairman and the Non-Independent Directors were carried outby the Independent Directors.
The Directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company.
27. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 theBoard re-constituted some of its Committees. There are currently three Committees of theBoard as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.Details of which have been given in the Corporate Governance Report annexed to thisReport.
The Vigil Mechanism Policy is available at the website of the company:www.spentasocks.com.
29. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 the Company has formulated and implemented apolicy on prevention of sexual harassment at workplace with a mechanism of lodgingcomplaints redressal for the benefits of its employees. Currently there are 8 womenemployees' working with the Company and a senior women employee has been designatedto receive complaints and report such cases to the Audit Committee in this behalf. Therewere no complaints filed by any of the women employees of the Company under this Act.
Your Directors wish to place on record their appreciation of thesupport which the Company has received from its promoters lenders business associatesincluding distributors vendors and customers the press and the employees of the Company.
|DATE: 14TH AUGUST 2019 ||BY ORDER OF THE BOARD |
|PLACE: PALGHAR ||Sd/- |
| ||SANJAY GADODIA |
| ||(CHAIRMAN) |
| ||DIN NO: 00203433 |