The Board of Directors hereby submits 50th Annual Report along withthe Audited Financial Statements of the Company for the Financial Year ended March 312020.
1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:
The financial performance of the Company is summarized as under:
| || |
Amounts in Rs. (in Lakhs)
|Particulars || || |
| ||2019-2020 ||2018-2019 |
|Income from Operations ||0.31 ||5.25 |
|Add : Other Income ||224.25 ||213.48 |
|Total Income ||224.56 ||218.73 |
|Less: Expenses ||(196.08) ||(204.46) |
|Profit before Taxes ||28.48 ||14.27 |
|Less : Current Taxation ||14.75 ||12.20 |
|Less: Deferred Tax ||(1.17) ||(0.10) |
|Less: Prior year tax adjustments ||42.39 ||1.28 |
|Profit/(Loss) after Taxes ||(29.83) ||0.88 |
2. AMOUNT CARRIED FORWARD TO RESERVES:
Your Company has not transferred any amount to its reserves except for transfer ofcurrent year's profits to Other Equity.
3. PERFORMANCE REVIEW:
The Company's total revenue increased to Rs. 224.56 lakhs from Rs. 218.73lakhs and company has incurred losses after taxes of Rs. 29.83 lakhs ascompared to profits after tax of Rs. 0.88 lakhs in the previous year. Your Companyhas made sale of Readymade Garments to the service sector and of fabrics to varioustraders. However during the year under review there was reduction in the income fromoperations due to unfavorable market conditions.
In lieu of losses your Directors do not recommend any Dividend for the Financial Yearended
March 31 2020.
5. CHANGES IN THE NATURE OF BUSINESS:
There were no changes in nature of business during Financial Year ended March 312020.
6. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:There were no significance and material orders passed by regulators or courts or tribunalsimpacting the going concern status and company operations in future. There were nomaterial changes and commitments affecting the financial position of the company occurringbetween March 31 2020 and the date of this Report of the Directors.
7. SUBSIDIARIES JOINT VENTURE / ASSOCIATES COMPANIES DURING THE YEAR:
The Company has no subsidiaries joint ventures or associate companies for thefinancial year ended March 31 2020.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and
Protection Fund (IEPF).
9. DISCLOSURE OF VARIOUS POLICIES:
The Board has approved various policies in their meeting so that the Committees workeffectively and in accordance with the provisions as stipulated in the Policies. Variouspolicies as approved by Board of Directors are posted on Company's websitewww.subhashsilkmills.com. The Company has formulated risk management policy and itregularly assesses the risk involved in its business.
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. This Policy is posted on the company's website www.subhashsilkmills.com.
11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the Company has adopted a vigil mechanism policy.Accordingly Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach Ethics Counsellor orthe Chairman of Audit Committee of the Company. This Policy is posted on company's websitewww.subhashsilkmills.com.
The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on the Balance Sheet date.
13. CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance forms part of this Annual Report. TheAuditors' certificate on compliance with Corporate Governance requirements by the Companyis also attached to the said Report on Corporate Governance.
14. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the detailed review on the operations andperformance of the Company and its business is given in the Management Discussion andAnalysis is set out in this Annual Report.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven under the Note 4 of the Notes to Accounts to financial statements for thefinancial year ending March 31 2020.
16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
17. DIRECTORS AND CHANGES THEREOF:
There were no major changes in the composition of Directors of the Company during theFinancial Year ended March 31 2020 except re-appointment of Mr. Lav Kumar VadehraMr. Radhemohan Malhotra and Mr. Anant Singhania Independent Directors on the Board of theCompany for the second term by passing Special Resolution as per provisions of Section149(10) of the Companies Act 2013 at the 49th Annual General Meeting.
As per the provisions of the Companies Act 2013 Mrs. Nameeta Mehra (DIN 01874270)retires by rotation at the ensuing Annual General Meeting and being eligible offerherself for re-appointment. The Board recommends her re-appointment.
18. DETAILS OF KEY MANAGERIAL PERSONNEL:
During Financial Year under review following persons holds post of Key ManagerialPersonnel in the Company in compliance with provisions of Section 203 of the CompaniesAct 2013:
|1. ||Mr. Dhiraj Subhash Mehra ||- ||Managing Director |
|2. ||Mrs. Priyanka Mankame ||- ||Chief Financial Officer |
|3. ||Ms. Paridhi Somani ||- ||Company Secretary |
19. DECLARATION FROM INDEPENDENT DIRECTORS INCLUDING RE-APPOINTMENT:
The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed inSection 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
20. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the Directors individually as well as the evaluation of the working ofits Audit Appointment & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.
21. BOARD MEETINGS:
During the Financial Year under review 6 (Six) Board Meetings were convened andheld on
May 20 2019 August 13 2019 August 28 2019 September 30 2019 November 9 2019and February 4 2020. The details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and SEBI (LODR) Regulations 2015.
22. COMMITTEES OF THE BOARD: a. Audit Committee:
The Audit Committee consisted of 3 (three) members. During the financial year underreview 4 (four) Audit Committee Meetings were convened and held on May 132019 July 12 2019 October 21 2019 and January 21 2020. More details on thecommittee are given in Corporate Governance Report. b. Nomination and RemunerationCommittee:
The Nomination and Remuneration Committee consisted of 3 (three) members. During theFinancial Year 1 (One) Meeting was convened and held on October 21 2019.More details on the Committee are given in Corporate Governance Report. c. StakeholderRelationship Committee:
The Stakeholder Relationship Committee consisted of 2 (two) members. During theFinancial Year 3 (Three) meetings were convened and held on May 13 2019October 21 2019 and January 21 2020. More details on the committee are given inCorporate Governance Report.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In order to prevent sexual harassment of women at work place the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up Committeefor implementation of said policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and during the financial year Companyhas not received any complaint of such harassment.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with the Accounting Standards asprescribed under Section 133 of the Companies Act 2013 (the Act') read with the Rule7 of the Companies (Accounts) Rules 2014 the provisions of the Act and guidelines issuedby SEBI. There are no material departures from the prescribed accounting standards in theadoption of these standards. The Board of Directors of the Company confirms: i. In thepreparation of Annual Accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; ii. The Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period; iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv. The Directors have prepared the AnnualAccounts on a going concern basis; v. The Directors have laid down an adequate system ofinternal financial control to be followed by the Company and such internal financialcontrols are adequate and operating efficiently; vi. The Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and were operating effectively.
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows: The Company has three Executive Directors (including oneManaging Director). Further sitting fee of Rs. 10000/- each has been paid to all 3Independent Directors during year under review. The particulars of employees who arecovered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 are:
|Employed throughout the year ||Nil |
|Employed for part of the year ||Nil |
The remuneration paid to all key management personnel was in accordance withremuneration policy adopted by the company. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Company Secretary in advance.
26. STATUTORY AUDITORS & THEIR REPORT:
M/s. Govind Prasad & Co. (Firm Registration No.: 114360W) CharteredAccountants had resigned w.e.f. August 27 2019 due to change in their firm's constitutionand thus the Board noted their resignation and proposed appointment of their new firmi.e. M/s. Govind Prasad & Co. (Firm Registration No.: 114360W) with thesame name and Registration no. for one year i.e. FY 2019-20 pursuant to provisions ofSection 139 of the Companies Act 2013 and Rules made thereunder. Thus the Board recommendsthe appointment of M/s. Govind Prasad & Co. (Firm Registration No.: 114360W)for consecutive 5 years i.e. from FY 2020-21 to FY 2024-25. Further there was followingqualification in the Auditors Report for the financial year ended
March 31 2020:
Qualifications: As per the no 2(i): Retirement Benefits of the notes forming thepart of the financial statements the company provides for gratuity on case basis insteadof actuarial valuation which is not as per the requirements of IND AS 19: EmployeeBenefits prescribed under section 133 of the Companies Act 2013 Response of Managementon Qualification: Since the provision needs to be done through actuarial valuationwhich was not done. However the same is not material due to lower employee strength. Thesame will be implemented in the current year.
27. SECRETARIAL AUDITOR & HER REPORT:
Pursuant to the provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed KNK & Co. LLP Company Secretaries to undertake the Secretarial Auditof the Company for FY 2019-20. The Secretarial Audit Report is annexed herewith as "AnnexureA". Further there were no qualifications or remarks in the Secretarial Report forthe Financial Year ended March 31 2020.
28. INTERNAL AUDITORS:
M/s S. N. Katdare & Co. Chartered Accountants performs the duties of InternalAuditors of the Company and their report is reviewed by the Audit Committee from time totime.
29. EXTRACT OF ANNUAL RETURN:
The details forming part of extract of Annual Return i.e. MGT-9 is annexed as "AnnexureB".
30. ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on Conservation of Energy Technology Adsorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed with this report as "AnnexureC".
31. CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall in the criteria mentioned under Section 135(1) of theCompanies Act 2013 for applicability of the provisions of Corporate SocialResponsibility. Hence your Company is not required to constitute CSR Committee and tocomply with other provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.
32. RELATED PARTY TRANSACTIONS:
There were no material contracts or arrangements entered into by the company inaccordance with provisions of section 188 of the Companies Act 2013. All related partytransactions that were entered into during the financial year were on an arm's lengthbasis and were in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which have a potential conflict with the interest ofthe Company at large. Thus disclosure in Form AOC-2 is not required. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the company.
33. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on Company's website www.subhashsilkmills.com. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. All Board Members and Senior Management personnel have confirmedcompliance with the Code.
34. DEMATERIALISATION OF SHARES:
The agreement with Central Depository Services (India) Ltd. (CDSL) & NationalSecurities Depository Ltd. (NSDL) for admitting the Equity Shares of Company in depositorymode still continues. The shareholders have already dematerialized their shares &Purva Sharegistry (India) Pvt. Ltd. continues to be Registrar & Transfer Agents ofCompany for shares held in physical as well as for providing connectivity in a depositorymode with both NSDL & CDSL. SEBI vide its recent circular has proposed to prohibittransfer of shares in physical form. In view of the numerous advantages offered by theDepository system as well as to avoid frauds members holding shares in physical mode areadvised to avail of the facility of dematerialization from either of the depositories.
35. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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 haveconfirmed compliance with the Code.
The Equity Shares of your Company are presently listed on the BSE Limited (Bombay StockExchange). And the Company has paid the annual listing fees for the financial year2019-20.
37. WEBSITE OF THE COMPANY:
The Company maintains a functional website i.e. www.subhashsilkmills.com where detailedinformation of the Company and its activities are displayed.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
39. FRAUD DETECTED BY THE AUDITORS OR AUDIT COMMITTEE IF ANY:
There was no fraud identified or detected by the Auditors or Audit Committee of theCompany.
40. DETAILS OF MAINTENANCE OF COST RECORD AS SPECIFIED BY CENTRAL GOVERNMENT UNDERSECTION 148(1) OF THE COMPANIES ACT 2013:
The Company was not required to maintain cost records as specified by the CentralGovernment u/s 148(1) of the Companies Act 2013 for the financial year 2019-20.
We thank our customers vendors investors bankers for their continued support duringthe financial year. We place on record our appreciation of the contribution made by ouremployees at all levels. We also thank the government for their support and look forwardto their continued support in future.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||For SUBHASH SILK MILLS LTD. |
| ||SD/- ||SD/- |
|Date: August 14 2020 ||SUMEET MEHRA ||DHIRAJ MEHRA |
|Place: Mumbai ||CHAIRMAN & DIRECTOR ||MANAGING DIRECTOR |
| ||DIN: 00342934 ||DIN: 01409010 |