You are here » Home » Companies » Company Overview » Spice Islands Apparels Ltd

Spice Islands Apparels Ltd.

BSE: 526827 Sector: Industrials
NSE: N.A. ISIN Code: INE882D01017
BSE 00:00 | 26 Mar 15.50 0
(0.00%)
OPEN

15.50

HIGH

15.50

LOW

15.50

NSE 05:30 | 01 Jan Spice Islands Apparels Ltd
OPEN 15.50
PREVIOUS CLOSE 15.50
VOLUME 1
52-Week high 23.65
52-Week low 11.20
P/E
Mkt Cap.(Rs cr) 7
Buy Price 11.75
Buy Qty 7.00
Sell Price 15.50
Sell Qty 299.00
OPEN 15.50
CLOSE 15.50
VOLUME 1
52-Week high 23.65
52-Week low 11.20
P/E
Mkt Cap.(Rs cr) 7
Buy Price 11.75
Buy Qty 7.00
Sell Price 15.50
Sell Qty 299.00

Spice Islands Apparels Ltd. (SPICEISLANDSAP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Thirty First Annual Report on thebusiness and operations of the Company and the accounts for the financial year ended March31 2019.

1. FINANCIAL RESULTS AND OPERATIONS:

The Company's financial performance for the financial year ended March 31 2019 issummarized as below;

STANDALONE STANDALONE
Particulars 2018-19 2017-18
Rs (in lacs) Rs (in lacs)
Revenue from operations(net) and other income 1759.40 3004.10
Profit / (Loss) Before Tax (458.31) (126.78)
Provision for tax (Deferred Tax / Previous Year tax adjustment) 67.30 4.98
Profit (Loss) for the period of continuing operations (391.01) (131.76)
Less : Other Comprehensive Income 2.00 1.06
Profit / (Loss) After Tax (393.01) (130.70)
Balance brought forward from previous year 82.87 213.57
Profit available for appropriations (310.14) 82.87
Appropriation
Proposed Equity Dividend 0
Tax on Proposed Equity Dividend 0
General Reserve 0
Surplus Carried to next year's account (310.14) 82.87

A year of disappointment due to lackluster market conditions and negative sentimentsnot only within India but also in the company's major markets in the Middle East andEurope.

In the year gone by losses for the year increased to 391.01 lacs as against 131.76 lacsin the preceding year. This has been on account of revenue from operations having gonedown to 1759.40 lacs as against 3004.09 lacs in the year 2017-18. The significantreduction in the top line is mostly due to the Company stopping work with a customer inthe UAE for a specific product line of children garments due to extreme pressure onpricing margins excessive cost of sampling and so also manpower.

Margins from the reduced topline were not adequate to provide for cost of operations ofthe Company & until such time new customers and products are added this pressurewould continue. Considering the market sentiment your Company only picked up selectiveorders with customers who had good financial track records; however margins from thesewere inadequate to cover all expenses. Your company's foray in manufacturing for thedomestic market has also not performed as well as we hoped due to low market sentimentsleading to longer credit periods which is not viable to the company. To control expensesunnecessary activities and operations were also shut e.g. the entire Bangalore operationsincluding office were shut and excessive staff in other areas were streamlined. Certainone-time costs for closure of these operations have also added to the negative result.

During the year under review some of the assets – particularly those not in use– and certain investments were liquidated to fund the losses. Further during thecurrent year efforts are being made to cut down finance costs and do away with some ofthe indirect cost(s) – an effort which is continuously on. Tight credit policy ofbanks have further not helped our cause as growth in topline would require additionalfunding. Similarly receipts of drawback GST / VAT refunds from various authorities isalso quite slow thus adding to pressure on working capital. We are hoping that situationall around improves and we are back in black over the next couple of years.

2. DIVIDEND

Having regards to the losses incurred and in order to conserve the valuable resourcesyour Board expresses their inability to recommend any dividend.

3. RESERVES

During the year under review no amount was transferred to reserves.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry structure & developments

The Textile & Garment Industry is booming – there are excitements all aroundand new opportunities to surge further ahead.

Opportunities and Threats

Market is growing both locally and internationally. There's an unprecedented retailboom on domestic front and the possibilities are immense although with consequent keenprice war.

Segment wise or product wise performance

Men's and Ladies tops still dominate the market although bottom wears also have madedeep inroads. A lot of young fashion wears are surfacing to form a major block in between.

Outlook

It's a bright future ahead. The young fashion segment will dominate a fair segment ofthe emerging market.

Risk and concerns

Compliances are very much in place for overall required international expectations.

Internal control systems and adequacy

As an extension of above there is a machinery function to regulate and control theexpected parameters to ensure a first class work situation and consequent quality output.

Discussion on financial performance with respect to operational performance.

Against an emerging market and consequent changes of product movements we too have hadto go through a different product mix to flow along with. The impact financial and / orotherwise is being investigated.

Material development in Human Resources / Industrial relation front including number ofpeople employed

In the field that we are in it is a must that we tune well with the changes around uswhich not only mean changes in product lines as required but also realignment of the humanresources available in order that the Company moves ahead in the competitive environment.

5. CHANGE IN NATURE OF BUSINESS

The Company continues to undertake the garment activity and during the year underreview there is no change in the nature of its business.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of the report.

7. SUBSIDIARY COMPANIES

The Company does not have any Subsidiary/Associate Company.

8. CORPORATE GOVERNANCE

Corporate Governance is about commitment to values ethical business conduct and aboutconsidering all stakeholder's interest in conduct of business. Transparency andaccountability are the two basic tenets of Corporate Governance. Your Company continues tolay great emphasis on the broad principles of Corporate Governance. Spice Island'sphilosophy on Corporate Governance is stated below:

PHILOSOPHY OF SPICE ISLANDS APPARELS LTD. ON CORPORATE GOVERNANCE:

At Spice Islands Apparels Ltd we believe in adopting the "Best Practices"followed in the area of Corporate Governance. We emphasize the need for transparency andaccountability in our businesses in order to protect the interest of our stakeholders.

Corporate Governance is a continuous journey towards sustainable value creation for allthe stakeholders. Our vision is to be the most trusted partner for every stakeholder andwe are committed to provide fair transparent and equitable treatment to out stakeholders.

Our core value system is guided by the principles of accountability transparencytimely disclosure and dissemination of price sensitive information and matters of interestto the investors ensuring compliance with the applicable acts laws rules and regulationsand conducting business in a best ethical manner. Accordingly Corporate Governance standson the aforesaid broad pillars of transparency fairness in action accountability andresponsibility towards all the stakeholders.

Securities and Exchange Board of India has issued guidelines on the CorporateGovernance for all listed companies through clause 49 of the erstwhile Listing Agreementand now embodied in Securities and Exchange Board of India SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015. At Spice Islands Apparels Ltd. we are not onlycommitted to follow the prescribed corporate practices embodied in various regulatoryprovisions but also the best international practices. We also believe that good governancepractices flow from the culture and mindset of the top management and percolate down inthe organizations

Since the paid up capital of the Company is less than Rs. 10 Crore and net worth isbelow Rs. 25 Crore the Company is exempted from Corporate Governance provision asspecified in regulations 17 to 27 and Clause (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015. If same provisions are applicable to theCompany at a later date than the Company shall furnish the information as specified inClause 49.

Attention of Member is also drawn to Circular No. CIR/CFD/POLICY CELL/7/2014 datedSeptember 15 2014 whereby certain class of Companies was exempted from compliance oferstwhile Clause 49 of the Listing Agreement and your Company falls in the said DefinedClass.

Accordingly the information required under said clauses are not furnished hereafter.However the Board of Directors at Company level has enforced complete adherence to theCorporate Governance norms.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure – A and forms anintegral part of this Report.

10. DIRECTORS

1. All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

2. During the year under review and subsequent to the end of Financial year followingchanges have taken place in the Board of Directors of the Company.

Name of Director Designation Changes
Umesh Mohan Katre Chairman & Managing Director Re-appointed as Managing Director w.e.f 1-11-2018
Ashok Daryanani Independent Director Ceases to be a Director w.e.f 31-03-2019
Rahul Mehta Independent Director Ceases to be a Director w.e.f 31-03-2019
Charuchandra Patankar Independent Director Ceases to be a Director w.e.f 31-03-2019
Rohan Katre Executive Director & Director Resigned as a Director and Executive Director w.e.f 14-02-2019
Radhakrishnan Nair Executive Director Resigned as an Executive Director w.e.f 10-04-2019 and as a Director w.e.f 29-05-2019
Neeraj Desai Additional Director Appointed as an Additional Director w.e.f 10-04-2019
Nilesh Shevade Additional Director Appointed as an Additional Director w.e.f 13-08-2019

As per provisions of Section 152 of the Companies Act 2013 one third of the totalstrength of directors is required to retire by rotation at every Annual General Meetingand they can offer themselves for reappointment if eligible. At present the totalstrength of Board of Directors of the Company is three directors out of which one isIndependent Director and two are executive director.

Name Designation Date of appointment Period of appointment
Mr. Umesh M. Katre Managing Director 1st November 2018 3 years
Mrs. Seema U. Katre Whole time Director 12th November 2016 3 years
Mr. Neeraj M. Desai Director 10th April 2019 5 years
Mr. Nilesh S. Shevade Director 13th August 2019 5 years

Since the Independent Directors are not required to be calculated for the purpose ofdetermining the Directors liable to retire by rotation and the executive directors areappointed for a particular period as per the terms of employment no Directors areretiring by rotation at the forth coming Annual General Meeting..

COMMITTEES OF THE BOARD:

The Board Committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas/activities which concern the Company andneed a closer review.

The Board Committees are established by the Board to carry out clearly defined roleswhich are considered to be performed by members of the Board as a part of good governancepractice. The Board supervises the execution of its responsibilities through theCommittees and is responsible for its action. Each Committee of the Board is guided by itsterms of reference and also makes specific references to the Board on various matters whenrequired. All the minutes of committee meetings are placed before the Board for itsnoting.

The Company had following Committees of the Board (during the financial year 2018 19)with specific terms of reference assigned to each of them.

Sr. No. Name of the Committee Members of the Committee Position Chairman No. of meetings held during FY 2018-19
A Audit Committee Mr. Ashok Daryanani Independent Director Mr. Ashok Daryanani 4
Mr. C. G. Patankar Independent Director
Mr. Rahul Mehta Independent Director
B Nomination and Remuneration Committee Mr. Ashok Daryanani Independent Director Mr. Ashok Daryanani 1
Mr. Rahul Mehta Independent Director
Mr. Umesh Katre Executive Director
Mrs. Seema Katre Whole Time Director
Mr. Charuchandra Independent Director
Patankar
C Stakeholder's Relationship Committee Mr. Ashok Daryanani Independent Director Mr. Ashok Daryanani 1
Mrs. Seema Katre Executive Director
Mr. Umesh Katre Executive Director

BRIEF NOTE ON NOMINATION AND REMUNERATION COMMITTEE:

i) COMPOSITION

The Nomination and Remuneration Committee consists of two Executive and one IndependentDirector.

The Administrative Manager is invited to the meetings.

ii) SCOPE / FUNCTION / TERMS OF REFERENCE

The Nomination and Remuneration Committee of the Board inter alia recommends and /orapproves the compensation terms of the Executive and Non-executive Directors and Senioremployees of the Company and performs such other functions as may be delegated to it bythe Board of Directors from time to time.

iii) MEETING AND ATTENDANCE

The Nomination and Remuneration Committee met once during the financial year 2018 -2019 i.e. on October 30 2018. The detail of the attendance of the members at the saidmeeting is as below:

Name of the Members No. of -meetings held No. of meetings attended
Mr. Ashok Daryanani 1 1
Mr. Rahul Mehta 1 1
Mr. Charuchandra Patankar 1 1
Mr. Umesh M. Katre 1 1
Mrs. Seema U. Katre 1 1

iv) REMUNERATION

The policy of Committee is to ensure that the remuneration practices of the Company arecompetitive thereby enabling the Company to attract and retain executives of high caliber.In framing its remuneration policy the Remuneration Committee takes into considerationthe remuneration practices of garment manufacturing Company of a size and standing similarto the Company.

REMUNERATION TO EXECUTIVE DIRECTORS

Mr. Umesh M. Katre the Chairman & Managing Director Mrs. Seema U. Katre WholeTime Director Mr. Radhakrishnan G. Nair Executive Director and Mr. Rohan KatreExecutive Director of the Company was paid remuneration during the financial year2018-2019 in accordance with the terms and conditions of the Agreement entered into by theCompany with them. The details of the remuneration paid during the financial year2018-2019 are given below:-

Particulars Mr. Umesh M. Katre (Managing Director) Mrs. Seema U. Katre (Whole Time Director) Mr. Radhakrishnan G. Nair (Executive Director) (Annualized) Mr. Rohan Katre (Executive Director)
Amount (Rs) Amount (Rs) Amount (Rs) Amount (Rs)
Salary 2400000 600000 1118400 1080000
Contribution to provident fund 288000 72000 67107 64800
Other Allowances 550000 418500 193551 135000
Perquisites 39600 - 21600 39600
Total 3277600 1090500 1400658 1319400

Additionally the Company had not paid any sitting fees for attending meetings of theBoard or any committees thereof.

REMUNERATION TO NON-EXECUTIVE DIRECTORS.

The non-executive directors are paid sitting fees of Rs. 5000/- for each meeting of theBoard attended by them.

No sitting fees are paid for Committee meetings (except Audit Committee) attended bythe Directors.

Remuneration paid for the year ended 31st March 2019.

Directors Sitting fees for Board / Audit Committee Meetings
Mr. Ashok Daryanani Rs. 35000/-
Mr. Charuchandra Patankar Rs. 30000/-
Mr. Rahul Mehta Rs. 30000/-

11. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company:

Sr. No. Name of the Person Designation
i. Mr. Umesh M. Katre Chairman & Managing Director
ii. Mr. Rohan U. Katre Executive Director (upto 14.02.2019) and Chief Financial Officer
iii. Mr. Pravin P. Kokam Company Secretary

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance of thespecific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

13. BOARD MEETINGS AND BOARD PROCEDURE

The Board meets at regular intervals. At least one meeting is held in every quarterinter alia to review the quarterly results. Additional meetings of the Board are held whendeemed necessary. In case of business exigencies or urgencies the resolutions are passedby way of circulation to the extent permissible under the applicable laws.

In the financial year 2018 - 2019 the Board met five times. The meetings were held onApril 10 2018 May 29 2018 August 14 2018 October 30 2018 February 14 2019. Theinterval between two meetings was well within the maximum period mentioned under Section173 of the Companies Act 2013 and the Listing Regulation. The details of the attendanceof the Directors at the Board meetings and the last Annual General Meeting is given below:

Sr. No. Name of the Director No. of Board meetings held No. of Board meetings attended Attendance at the previous Annual General Meeting
1 Mr. Umesh M. Katre 5 5 Yes
2 Mrs. Seema Katre 5 5 Yes
3 Mr. Ashok G. Daryanani 5 5 Yes
4 Mr. C. G. Patankar 5 4 Yes
5 Mr. Rahul L. Mehta 5 4 Yes
6 Mr. Rohan U. Katre (ceased to be director wef 14.02.2019) 5 4 Yes
7 Mr. Radhakrishnan Nair 5 4 Yes

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.

15. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company(www.spiceislandsapparelslimited.in).

16. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail of this policy is available on the website of the Company.

17. RELATED PARTY TRANSACTION

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company.

Attention of the members is drawn to the disclosures of transactions with the relatedparties is set out in Note 45 to Accounts forming part of the financial statement.

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

There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operations.

19. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.The Code requires pre- clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with theCode.

20. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (3) (c) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the loss ofthe Company for the year ended on that date;

(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) that the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

21. STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of Messrs NSVM & Associates Chartered Accountants(Firm Registration No: 010072S) who are Statutory Auditors of the Company and holds officeupto the 34th Annual General Meeting (subject to ratification of their appointment by themembers at every intervening Annual General Meeting held after this Annual GeneralMeeting) on such remuneration as shall be fixed by the Board of Director of theCompany" There is no audit qualification for the year under review.

22. COST AUDIT

The Companies (Cost Records and Audit) Rules 2014 as notified with effect from June30 2014 lays down in detail the rules for applicability of maintenance of cost recordsand the audit thereof. None of the criteria are applicable to the Company and accordinglyno audit of the cost records is carried out for the year ended March 31 2019.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Messrs Alok Khairwar & Associates a firm ofCompany Secretaries in Practice (C.P.No.12880) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed as Annexure - B and forms an integralpart of the Report.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and that all assetsand resources are acquired economically used efficiently and adequately protected.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

25. RISK MANAGEMENT

During the year under review steps were taken to identify and evaluate elements ofbusiness risk. Consequently a revised robust Business risk management framework is inplace. The risk management framework defines the risk management approach of the Companyand includes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risk.

Some of the risks that the Company is exposed to are;

Financial Risks

The Company's policy is to actively manage its foreign exchange risk within frameworklaid down by the Company's forex policy approved by the Board.

Given the interest rate fluctuations the Company has adopted a prudent andconservative risk mitigation strategy to minimize interest cost.

Commodity Price Risk

The Company is exposed to risks of price fluctuation of raw materials. The Companyproactively manages these risks through inventory management and vendor loyalty practices.The Company's reputation for quality product differentiation and service mitigates theimpact of price risk on finished goods.

Regulatory Risk

The Company is exposed to risks attached to various statutes and regulations. TheCompany is mitigating these risks through regular review of legal compliances carried outthrough internal as well as external audits. The Company continuously reviews the policiesto avoid any statutory and regulatory risk.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. TheCompany has initiated various measures including training and development activities topreserve the valuable employees and is liberal in pay package so as to give them thesafety and dedication to the Company.

26. INFORMATION PURSUANT TO PROVISION OF SECTION 197(12) OF THE COMPANIES ACT 2013READ WITH RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

The Disclosure required under Section 197 (12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure – C and forms an integral part of this Report.

The Company does not have any employee (s) employed throughout the year and were inreceipt of remuneration exceeding Rs. 1.02 crore per annum or more or employees employedfor the part of the financial year 2018 - 2019 were in receipt of remuneration of Rs. 8.5lac per month or more.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not have any obligation to fulfill under corporate socialresponsibility as none of the criteria are applicable to the Company.

28. STATUTORY INFORMATION

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure – D to thisreport.

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

29. GENERAL

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013.

30. CAUTIONARY STATEMENT

Statements in the Director's Report & Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations tax regime economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

For and on behalf of the Board of Directors
SPICE ISLANDS APPARELS LIMITED
PLACE : MUMBAI SEEMA UMESH KATRE
DATE : 13th August 2019 (Whole Time Director)