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Subh Tex (India) Ltd.

BSE: 536671 Sector: Industrials
NSE: N.A. ISIN Code: INE427O01018
BSE 05:30 | 01 Jan Subh Tex (India) Ltd
NSE 05:30 | 01 Jan Subh Tex (India) Ltd

Subh Tex (India) Ltd. (SUBHTEX) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Annual Report on the business of theoperations of the company and the accounts for the Financial Year ended March 31 2018

1. Financial summary or highlights/Performance of the Company(standalone)

The Board's Report shall be prepared based on the standalone financial statements ofthe company.

Particulars 2017-2018 2016-17
Gross Income 32254079 7734439
Profit / Loss Before Interest and Depreciation (122441598) (1201.101)
Net Profit Before Tax (122441598) (1201.101)
Provision for Tax
Net Profit After Tax (122441598) (1201.101)

2. Brief description of the Company's working during the year / state of company'saffair

Currently our company is engaged in the business of manufacturing fabric viz suiting& Shirting for the domestic and international market. At the same time our Company isinvolved in trading of various textile products which are of high quality and also bulktrading

3. Change in the nature of business if any

There is no Change in the nature of Business.

The company got Listed on SME Platform on October 22 2013.

4. Dividend

Due inadequate profit the Company has not declared dividend.

5. Share Capital

The Company has not allotted any shares during the year.

6. Directors and Key Managerial Personnel

The company is not falling within the statutory limit of the Companies Act 2013 toappoint Key Managerial Personnel. Therefore the Company has not appointed any keyManagerial Personnel. Further there is no change in composition of Board of Directors ofthe company during the year..

7. Report on Corporate Governance

As per SEBI's Circular No- CIR/CFD/Policy Cell/7/2014 dated 15th September2014 the provisions of clause 49 of the Listing Agreement are not mandatory hence nosuch report is required for the Company.

8. Particulars of Employees

As required under the provision of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is not given as there were no employees drawingremuneration beyond the prescribed limit under the above referred provisions.

9. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. (Annexurelll)

B) Details of the every employee of the Company as required pursuant to 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report.

D) The following disclosures shall be mentioned in the Board of Director's report underthe heading "Corporate Governance" if any attached to the financialstatement:-

i) All elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;

ii) Details of fixed component and performance linked incentives along with theperformance criteria;

iii) Service contracts notice period severance fees;

iv) Stock option details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable.

11. Auditors:

The Auditors M/s Jain Anil & Associates Chartered Accountants appointed asStatutory Auditor at the last Annual General Meeting held on 29thSeptember2018 for a term of five consecutive years i.e. 2017 - 2018 2018-19 2019-202020-21 and 2021-22. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.

Pursuant to rule 3(7) of the Companies (Audit and Auditors) Rules 2014 the aforesaidappointment needs to be ratified by the members at the forthcoming Annual General Meeting.Accordingly on recommendation of the Audit Committee the Board of Directors recommendsto the shareholder's the ratification of appointment of M/s Jain Anil & AssociatesChartered Accountants as the statutory Auditors of the Company to hold office from theconclusion of this meeting until the conclusion of the Annual General Meeting to be heldfor the financial year 2020 -21

A certificate from M/s Jain Anil & Associates Chartered Accountants that theirappointment is within the prescribed limits under section 141 of the Companies Act 2013has been obtained. .

The observations and comments given in the report of the Auditors read together withnotes to accounts are self-explanatory and hence do not call for any further informationand explanation or comments under Section 134 (3) (f) of the Companies Act2013. Thereport not contain any qualification reservation or adverse remark or disclaimer.

12. Internal Audit & Controls

The Company continues to engage M/s Himank Desai & Co.as its InternalAuditor. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

13. Policy:

During the year the Company Formulated and Adopted Codes under SEBI (Prohibition OfInsider Trading) Regulations 2015 Whistle Blower Policy/ Vigil Mechanism RiskManagementPolicy and also formulated and adopted Code of Independent directors and Code offor Board and Senior Management.

1 Board of Directors:

Category No. of directors
Non- Executive & Independent Directors including the Chairman 2
Executive Director (CEO & Managing Director) 1
Total 3

The Chairman of the Board is an Executive Director.

As required under Section 149(3) of the Companies Act 2013 & Clause 49(H) (A) ofListing Agreement Mrs. Sheela Kadechkar as (DIN:06862410) a Woman Director has beenappointed as an Independent Director on the Board.

Other Relevant details of Directors:

Name of Director Date of Resignation Date of Appointment Category No. of Directorship (s) held in Indian public & Private Limited Companies

Committee (s) position

Member Chairman
Mr. VINAY PODDAR (DIN:00148171) 02/04/2017 Managing director /CEO / CFO 1 1
MRVINOD JAGMOHAN BANSAL (DIN:01921383) 29/09/2015 Independent Director 1
MRS.SHEELA SOMNATH KADECHKAR(DIN:06862410) 30/06/2015 Independent Director 2 1

Board Meetings held during the year

Dates on which the Board Meetings were held Total Strength of the Board No. of Directors Present
24th April 2017 . 3 3
21st July 2017 3 3
20th October 2017 3 3
19th January2018 3 3

 

Name of Director

Attendance at the Board Meetings held on

Attendance at AGM held on 30th September' 18
24.04.2017 21.07.2017 20.10.2017 19.01.2018
Mr. VINAY PODDAR (DIN:00148171) P P P P P
MR. VINOD JAGMOHAN BANSAL (DIN:01921383) P P P P P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) P P P P P

COMMITTEES OF THE BOARD

a) Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31 2018 and details of the Membersparticipation at the Meetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

24/04/2017 21/07/2017 19/01/2018
Mr. VINAY PODDAR(DIN:00148171 ) Executive and Non Independent P P
MR. VINOD JAGMOHAN BANSAL(DIN:01921383) Non-executive and Independent P P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) Non-executive and Non Independent P P

The Committee is governed by a Charter which is in line with the regularityrequirements mandated by the Companies Act 2013 and Clause 49 of the Listing Agreement.Some of important functions performed by the Committee are:

b) Remuneration Committee

The composition of the Remuneration Committee as at March 31 2018 and details of theMembers participation at the Meetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

24/04/2017 21/07/2017
Mr. VINAY PODDAR(DIN:00148171) Executive and Non Independent P P
MR. VINOD JAGMOHAN BANSAL(DIN:01921383) Non executive and Independent P P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) Non executive and Non Independent P P

d) Stakeholders* Relationship Committee (mandatory committee)

In compliance with the provisions of section 178 of the Companies Act 2013 and theListing Agreement the Board has renamed the existing "Shareholders'/lnvestors'Grievance Committee" as the "Stakeholders' Relationship Committee'.

The terms of reference of the Committee are:

Name of Director Category

Attendance at the Board Meetings held on

20/10/2017 19/01/2018
Mr. VINAY PODDAR(DIN:00148171) Executive and Non Independent P P
MR. VINOD JAGMOHAN BANSAL(DIN:01921383) Non executive and Independent P P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) Non executive and Non Independent P P

During the year no complaints were received from shareholders. The balance complaintswere under various stages of investigation. As on March 31 2018 no investor grievancehas remained unattended/ pending for more than thirty days.

Independent Directors' Meeting

During the year under review the independent Directors met on March 31 2018 interalia to discuss:

• Evaluation of the performance of Non-independent Director and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors..

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

TERMS OF APPOINTMENT & REMUNERATION - CEO & MD

Mr. Vinay Poddar (DIN: 00148171)

Period of Appointment 3 years w.e.f. April 02 2017 to April 01 2020
Salary Grade 240000/-
Allowances
Perquisites
Retrial Benefits
Performance Bonus
Sign - on - Amount
Deferred Bonus
Minimum Remuneration
Notice Period & Severance Fees
Other

15. Extract of annual return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT9as a part of this Annual Report as ANNEXURE I.

16. General Body Meetings

Particulars of last three Annual general meetings:

Year ended 31st March Venue Date Time Special Resolutions Passed
2017 At the Registered Office 29/09/2017 11.00 a.m. -
2016 At the Registered Office 30/09/2016 11.00 a.m. -
2015 At the Registered Office 29/09/2015 11.00 a.m. -

17. Extraordinary General Meeting (EGM)

No Extraordinary General Meeting held during the Financial Year 2017-2018

18. During the year under review. No resolution has been passed through the exercise ofpostal ballot.

E - Voting Facility to members Exempt as the Company is SME Listed.

19. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

20. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

21. Deposits

The details relating to deposits covered under Chapter V of the Act-

(a) Accepted during the year - NIL

(b) remained unpaid or unclaimed as at the end of the year - NIL

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved -NIL

22. Particulars of contracts or arrangements with related parties :

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC -2.As Annexure llto the Board Report.

23. STATUTORY DISCLOSURES

In terms of the provisions of section 217 (2A) of the Companies Act 1956 read with theCompanies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report.However as per the provisions of section 219 (b) (iv) of the said Act read with Clause 32of the Listing Agreement the Annual Report excluding the aforesaid information is beingsent to all the Members of the Company and other entitled thereto. Any member interestedin obtaining such particulars may write to the Company at the registered office of theCompany.

24. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation energy technology absorption foreign exchange and outgoare as follows:

a) Conservation of energy

(i) The steps taken or impact on conservation of energy NIL
(ii) The steps taken by the company for utilizing alternate sources of energy NIL
(iii) The capital investment on energy conservation equipment's NIL

(b) Technology absorption

(i) The efforts made towards technology absorption NIL
(ii) The benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NIL
(a) The details of technology imported NIL
(b) The year of import; NIL
(c) Whether the technology been fully absorbed NIL
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) The expenditure incurred on Research and Development NIL

25. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on. the promotion of talent internally through jobrotation and job enlargement.

26. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause ( c) of sub - section (3)of section 134 of the Companies Act 2013 shall state that -

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(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 at the end of the financial year and ofthe profit and loss of the company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of adequateAccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the director had laid down internal financial controls to be followed by thecompany and That such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

27. LISTING WITH STOCK EXCHANGES:

The Company got listed on 22st October 2013 on SME platform of BSE.The Companyconfirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where theCompany's Shares are listed.

28. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors of

Subhtex (India) Limited
Registered Office Mr. VinayPoddar Mrs. SBeela Kadechkar
18 SURTI CHAMBERS Managing Director Director
2ND DHOBI TALAO LANE (DIN: 00148171) (DIN: 06862410)
MUMBAI - 400 002
(PLACE):Mumbai
DATE): 05th Sept.2018