The Board of Directors hereby submit the 47th Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended March 31 2017.
1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:
The financial performance of the Company for the Financial Year ended on March 31 2017is summarized as under:
|Particulars || |
Amounts in Rs. (in Lakhs)
|2016-2017 ||2015-2016 |
|Income from Operations ||1.22 ||20.13 |
|Add: Other Income ||169.37 ||167.94 |
|Profit before Interest Depreciation and Taxes ||109.62 ||21.89 |
|Less: Finance Cost ||0.13 ||0.11 |
|Profit before Depreciation and Taxes ||10.9.75 ||21.78 |
|Less: Depreciation ||57.20 ||78.97 |
|Profit/Loss Before Taxes ||3.64 ||(57.20) |
|Less: Provision for Current Taxation ||8.65 ||4.90 |
|Less: Provision for Deferred Taxation ||(0.60) ||(1.85) |
|Less: Taxes in respect of earlier years ||0 ||15.48 |
|Profit/ Loss after Taxes ||(4.41) ||(75.73) |
2. AMOUNT CARRIED FORWARD TO RESERVES:
Your Company has not transferred any amount to its reserves.
3. PERFORMANCE REVIEW:
The Company's revenue decreased to Rs. 1.22 lakhs from Rs. 20.13 lakhs and loss aftertax Rs. 4.41 lakhs as compared to Rs. 75.73 Lakhs in the previous year. The Company'sproperty at Khopoli has been fully leased out. The said warehousing contracts have yieldedan income of Rs. 169.36 Lakhs (P.Y. Rs. 166.85 Lakhs) in the current year under review.
Your Company has made sale of Readymade Garments to the service sector and of fabricsto various traders. Sales for the financial year have been Rs. 1.22 Lakhs.
In view of losses your Directors do not recommend any Dividend for the Financial Yearended March 31 2017.
5. CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during Financial Year ended March 312017.
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 ortribunals impacting the going concern status and company operations in future. There wereno material changes and commitments affecting the financial position of the companyoccurring between March 31 2017 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 2017.
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.
Various policies as approved by the Board of Directors are posted on the Company'swebsite.
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.The aim of the policy is to provide adequate safeguards against victimization of whistleblower who avails of the mechanism and also provide direct access to Chairman of the AuditCommittee in appropriate or exceptional cases. Accordingly 'Whistle Blower Policy' hasbeen formulated with a view to provide a mechanism for the Directors and employees of theCompany to approach the Ethics Counsellor or the Chairman of the Audit Committee of theCompany. The purpose of this policy is to provide a framework to promote responsible &secure whistle blowing. It protects employees willing to raise a concern about seriousirregularities within Company. This Policy is posted on company's websitewww.subhashsilkmills.com.
12. FIXED DEPOSITS:
The Company has not accepted any fixed 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.
The Auditors' certificate on compliance with Corporate Governance requirements by theCompany is 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 12 of the Notes to Accounts to financial statements for the financialyear ending March 31 2017.
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 verifies the internal control andmonitors them in accordance with policy adopted by the company. The company continues toensure proper and adequate systems and procedures commensurate with its size and nature ofits business.
There were no changes in the composition of Directors of the Company during theFinancial Year ended March 31 2017.
As per the provisions of the Companies Act 2013 Mrs. Nameeta S. Mehra (DIN 01874270)retires by rotation at the ensuing Annual General Meeting and being eligible offerherself for re-appointment. The Board recommend this re-appointment.
18. DETAILS OF KEY MANAGERIAL PERSONNEL:
During the Financial Year following persons holds post of Key Managerial Personnel inthe Company in compliance with provisions of Section 203 of the Companies Act 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:
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 5 (Five) Board Meetings were convened and held on May 302016 July 25 2016 September 8 2016 November 14 2016 and February 10 2017. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the 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 4 (four)Audit Committee Meetings were convened and held on May 16 2016 July 11 2016 November7 2016 and February 3 2017. More details on the committee are given in CorporateGovernance Report.
b. Nomination and Remuneration Committee:
The Board has re-constituted its committee which comprises of 3 members. During theFinancial Year 2 (Two) Meetings were convened and held on May 16 2016 and July 11 2016.More details on the Committee are given in Corporate Governance Report.
c. Stakeholder Relationship Committee:
The Board has re-constituted this Committee which comprises of 2 members. During theFinancial Year 5 (five) meetings were convened and held on May 16 2016 June 11 2016July 11 2016 November 7 2016 and February 3 2017. More details on the committee aregiven in Corporate 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 year Company has notreceived any complaint of such harassment.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. GAAP comprisesmandatory accounting standards as prescribed under Section 133 of the Companies Act 2013('the Act') read with the Rule 7 of the Companies (Accounts) Rules 2014 the provisions ofthe Act (to the extent notified) and guidelines issued by SEBI. There are no materialdepartures from the prescribed accounting standards in the adoption of these standards.
The Directors confirm that:
i. In the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down proper internal financial controls to be followed by the Companyand they were adequate and are operating effectively; and
vi. They have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and 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 Director (including one Managing Director). Furthersitting fee of Rs. 10000/- each has been paid to the 3 independent directors during theyear.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and 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 the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered office of the companyduring business hours on working days of the company up to the date of ensuing AnnualGeneral Meeting. If any member is interested in inspecting the same such member may writeto the Company Secretary in advance.
26. STATUTORY AUDITORS & THEIR REPORT:
M/s. S. M. Kapoor & Co.(Firm Registration No.: 104909W) CharteredAccountants have completed their tenure as Statutory Auditors of the Company. The Companyhas further proposed to appoint M/s. Govind Prasad & Co. CharteredAccountants Mumbai (Firm Registration No. 114360W. A written certificate to theeffect that their appointment if made would be within the prescribed limits undersection 139 of the Companies Act 2013 has been obtained by the Company from them. TheMembers are requested to consider their appointment and fix remuneration.
Qualification in the Auditors Report:
The qualification in the Auditors Report is with respect to the adequacy of theInternal Financial Controls the system of internal financial controls over financialreporting of the Company was not made available to us to enable us to determine if theCompany has established adequate internal control over financial reporting and whethersuch internal financial controls were operating effectively as at March 31 2017.
Management Response to Qualification in Auditors Report:
Your Directors wish to state that the Company is in the process of implementing thesame however there is adequate internal control which commensurate with the size andnature of its business.
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 hasappointed Ms. Jyoti N. Kholia Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureA". The Board has appointed Ms. Jyoti N. Kholia Practicing CompanySecretary as Secretarial Auditor of the Company for the FY 2016-2017.
Qualifications in the Secretarial Audit Report:
a. The Company has filed forms as required under the various provisions of theCompanies Act 2013 and Rules made thereunder. However certain form was not filed withinthe prescribed timelines under the said Act and/or Rules.
Management Response to Qualification in Secretarial Audit Report:
a. There was delay in filing only one e-form. However the additional penalty was paidby the Company.
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 the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
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 contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. All material 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 the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
34. DEMATERIALISATION OF SHARES:
The agreement with Central Depository Services (India) Limited (CDSL) and NationalSecurities Depository Limited (NSDL) for admitting the Equity Shares of the Company in thedepository mode still continues. The shareholders have already dematerialized their sharesand Purva Sharegistry (India) Pvt. Ltd. continue to be the Registrar and Transfer Agentsof the Company for shares held in physical form as well as for providing connectivity in aDepository Mode with both NSDL & CDSL.
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 year20172018.
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 provided along with
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 10 2017 ||SUMEET MEHRA ||DHIRAJ MEHRA |
|Place: Mumbai ||CHAIRMAN & DIRECTOR ||MANANGING DIRECTOR |
| ||DIN: 00342934 ||DIN: 01409010 |