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Subhash Silk Mills Ltd.

BSE: 530231 Sector: Industrials
NSE: N.A. ISIN Code: INE690D01014
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NSE 05:30 | 01 Jan Subhash Silk Mills Ltd
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VOLUME 100
52-Week high 37.95
52-Week low 13.00
P/E 45.56
Mkt Cap.(Rs cr) 9
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Sell Price 0.00
Sell Qty 0.00
OPEN 21.00
CLOSE 20.50
VOLUME 100
52-Week high 37.95
52-Week low 13.00
P/E 45.56
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Subhash Silk Mills Ltd. (SUBHASHSILK) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits 51st Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company is summarized as under:

Particulars Amounts in Rs. (in Lakhs)
2020-2021 2019-2020
Income from Operations 1.14 0.31
Add : Other Income 233.81 224.25
Total Income 234.95 224.56
Less: Expenses (179.95) (196.08)
Profit before Taxes 55.00 28.48
Less : Current Taxation 24.00 14.75
Less: Deferred Tax (2.20) (1.17)
Less: Prior year tax adjustments 2.11 42.39
Total Tax Expenses 23.91 58.32
Profit/(Loss) after Taxes 31.08 (29.83)

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. 234.95 lakhs from Rs. 224.56 lakhs inprevious year and Company has earned profit after taxes of Rs. 31.08 lakhs as compared tolosses after tax of Rs. 29.83 lakhs in the previous year. Your Company has made sale ofReadymade Garments to the service sector and of fabrics to various traders. Furtherduring the year under review there was increase in the income from operations.

4. DIVIDEND:

In order to reserve funds for its operations your Directors do not recommend anyDividend for the Financial Year ended March 31 2021.

5. CHANGES IN THE NATURE OF BUSINESS:

There were no changes in nature of business during Financial Year ended March 31 2021.

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 2021 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 2021.

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 PAID AND POLICY THEREOF:

The Details of Remuneration Sitting Fees & No. of Shares held by each Directorsand KMPs is given below:

Sr. No. Name of the Directors Remuneration Sitting fees No. of Shares held
1 Mr. Dhiraj Mehra 150000/- p.m. NIL 280500
2 Mr. Sumeet S. Mehra 50000/- p.m. NIL 235900
3 Mrs. Nameeta S. Mehra NIL NIL 477000
4 Mr. Anant Singhania NIL 10000/- p.a. NIL
5 Mr. Radhemohan Malhotra NIL 10000/- p.a. NIL
6 Mr. Lav Kumar Vadehra NIL 10000/- p.a. NIL
7 Ms. Paridhi Somani Rs.20000/- p.m. NIL NIL
8 Ms. Priyanka Mankame Rs.15000/- p.m. NIL NIL

The Board has on recommendation of the Nomination & Remuneration Committee frameda 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.

12. DISCLOSURES:

i. There were no transactions of material nature undertaken by your Company with itspromoters Directors or the management their subsidiaries or relatives that may have apotential conflict with the interest of the Company.

ii. The Company has fulfilled all the statutory compliances and there was no penaltyimposed on the Company by SEBI or any Statutory Authority.

iii. Your Company has followed Whistle Blower Mechanism by adopting and adhering toWhistle Blower Policy and affirms that no personnel have been denied access to the AuditCommittee.

13. DEPOSITS:

The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on the Balance Sheet date. Further the unsecured loans fromDirectors which are exempted from provisions of deposits continued in the books of theCompany. In respect of such exempted deposits the Company has duly filed necessary e-formwith Ministry of Corporate Affairs.

14. CORPORATE GOVERNANCE NON-APPLICABILITY:

Pursuant to exemption available as per Regulation 15 of the SEBI (LODR) Regulations2015 the reporting as per Para C D and E of the Schedule V of said Regulations are notapplicable to our Company. The Company has already filed necessary letter on the BSEportal stating the nonapplicability of various provisions of SEBI (LODR) Regulations 2015.The said letter is also posted on company's website www.subhashsilkmills.com.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulations 34 of the SEBI (LODR) Regulations 2015 thedetailed review on the operations and performance of the Company and its business is givenin the Management Discussion and Analysis is set out in this Annual Report.

16. 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 the financialyear ending March 31 2021.

17. 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.

18. DIRECTORS AND CHANGES THEREOF:

There were no changes in the composition of Directors of the Company during theFinancial Year ended March 31 2021 except re-appointment of Mrs. Nameeta S. Mehra by theCompany at the Annual General Meeting held on September 30 2020 as per Section 152(6) ofthe Companies Act 2013.

As per the provisions of the Companies Act 2013 Mr. Dhiraj Mehra (DIN 01409010)retires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for reappointment. The Board recommends his re-appointment.

19. 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 Mehra - Managing Director
2. Mrs. Priyanka Mankame - Chief Financial Officer
3. Ms. Paridhi Somani - Company Secretary

20. 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.

Independent Directors' Profile:

Mr. Lav Kumar Vadehra aged 77 years. He is a Graduate in Science and Foreign Trade. Heworked in senior positions for the State Trading Corporation in New Delhi New York andMumbai for 12 years eventually leaving to start his own pharma-chemical manufacturing andtrading business. He has over 40 years' experience.

Mr. Radhe Mohan Malhotra aged 86 years is an expert in Human Resource Development andhas honed his skills during his tenure ship as General Manager of the Company for a numberof years. His knowledge of various procedural issues and Government Departments andformalities are greatly appreciated by the Board from time to time.

Mr. Anant Singhania aged 46 years is a fifth generation industrialist of theillustrious Singhania Family. He has extensive experience in Corporate Governance andBusiness Management and has been on various executive committees including theIndo-Italian Chamber of Commerce and the Indian Merchants Chamber. His Governance andManagement skills will be looked upon by the Board of Directors.

21. BOARD EVALUATION & SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

As stipulated by the code of Independent Directors under the Companies Act 2013 andthe Listing Regulations a separate meeting of the Independent Director of the Company washeld on 4th February 2021 to review the performance of Non-IndependentDirectors and the Board as a whole review the performance of the Chairperson of theCompany assessment of the quality quantity and timeliness of the flow of informationbetween the Company's management and the Board and its committees.

22. BOARD MEETINGS & ATTENDANCE THEREOF:

During the Financial Year under review 4 (Four) Board Meetings were convened and heldon 30th June 2020 14th August 2020 13th November 2020and 13th February 2021. The Board meets at least once in a quarter to reviewquarterly financial results & operations of Company.

The time gap between the two Board Meetings was not more than 120 days as requiredunder the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 includingamendments if any except for exemptions granted owing to pandemic of COVID-19.

The details of meetings attended by Directors along with their Directorship andmembership in other Companies is given below:

Name of Directors Categories Attendance of meetings during the year No. of Directors hips (including Private Limited Companies) No. of Membership(s)/Chairmanship(s) of Board Committee s in other Companies
No. of Board Meeting held Board Meeting attend ed Whether attended last AGM held on 3009-2020
Mr. Sumeet S. Mehra Executive Chairman 4 4 Yes 8 0
Mr. Dhiraj Mehra Managing Director 4 4 Yes 4 0
Mrs. Nameeta S. Mehra Executive Woman Director 4 4 Yes 4 0
Mr. Lavkumar Vadehra Independent Non Executive Director 4 4 Yes 4 0
Mr. Radhemohan Malhotra Independent Non Executive Director 4 4 Yes NIL 0
Mr. Anant Singhania Independent Non Executive Director 4 4 Yes 2 0

23. 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 23rd June2020 7th August 2020 3rd November 2020 and 4th February2021.

i. Brief Description of Terms of reference:

The terms of reference stipulated by the Board to the Audit Committee are as follows:

1. Review of Company's financial reporting process and the disclosure to ensure thatthe financial statement is correct sufficient and credible.

2. Recommending Appointment/Removal of External Auditors Fixation of audit fees andpayment for other services.

3. Reviewing with the management Annual Financial statements and Auditors' Reportbefore submission to the Board with focus on the matters required to be included inDirector's Responsibility Statement to be included in Board's report changes inaccounting policies and practices major accounting entries disclosure of any relatedparty transactions qualifications in draft audit report significant adjustments arisingout of audit Accounting standards.

4. Statutory compliance and legal requirements.

5. Any related party transactions of material nature with promoters managementssubsidiaries or relatives etc. that may have potential conflict with interest of theCompany at large.

6. Reviewing and monitoring the auditor's independence their performance andeffectiveness of audit process.

7. Scrutinizing inter-corporate loans and investments.

8. Evaluating internal financial controls and risk management systems.

9. Reviewing with the management external and internal auditors the adequacy ofinternal control systems and internal audit function.

10. Discussion with internal Auditors any significant findings and follow-up thereon.Reviewing any suspected fraud irregularity or failure of internal control system ofmaterial nature and reporting the matter to Board.

11. Discussion with external Auditor in respect of pre and post audit matters toascertain any area of concern.

12. Reviewing the functioning of Whistle Blower Mechanism.

ii. Composition of members of Audit Committee:

Sr. No. Name of Member Designation Category
1 Mr. Lav Kumar Vadehra Chairman Independent Director
2 Mr. Radhemohan Malhotra Member Independent Director
3 Mr. Dhiraj Mehra Member Executive Director (MD)

iii. Meetings and Attendance during the year:

Name of Members Dates of Audit Committee Meetings held and Members attendance
23rd June 2020 7th August 2020 3rd November 2020 4th February 2021
Mr. Lav Kumar Vadehra P P P P
Mr. Radhemohan Malhotra P P P P
Mr. Dhiraj Mehra P P P P
P = Present A = Absent

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consisted of 3 (three) members. During theFinancial Year 1 (One) Meeting was convened and held on 4th February 2021.

i. Brief Description of Terms of reference:

1. The Company has a Remuneration Committee which determines and recommends theremuneration payable to the Managing Director Directors and Key Managerial Personnel andother employees on the basis of their performances as well as Company's performancesubject to the consents as may be required. The remuneration to the Executive Directorsconsists of a fixed salary and other perquisites wherever applicable. The perquisites areconsidered as a part of remuneration.

2. Formulating criteria for evaluation of Independent Directors and the Board.

The Non-Executive Directors are not paid any remuneration except sitting fees forattending the Board Meetings or Committee Meetings.

ii. Composition of Nomination and Remuneration Committee:

Sr. No. Name of Member Designation Category
1 Mr. Radhemohan Malhotra Chairman Independent Director
2 Mr. Lav Kumar Vadehra Member Independent Director
3 Mr. Anant Singhania Member Independent Director

iii. Meetings and Attendance during the year:

Name of Members Dates of Nomination & Remuneration Committee
Meetings held and Members attendance
4th February 2021
Mr. Radhemohan Malhotra P
Mr. Lav Kumar Vadehra P
Mr. Anant Singhania P
P = Present A = Absent

c. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee consisted of 2 (two) members. During theFinancial Year 4 (Four) meetings were convened and held on 23rd June 2020 7thAugust 2020 3rd November 2020 and 4th February 2021.

i) Brief Description of Terms of reference:

The Company has constituted a Stakeholders' Relationship Committee of the Directors toconsider and redress the grievances of security holders of the Company such as non-receiptof refund orders shares sent for registration of transfer non-receipt of notices andaudited annual report dividend etc.

ii) Composition of Stakeholders' Relationship Committee:

Sr. No. Name of the Member Designation Category
1 Radhe Mohan Malhotra Chairman Independent Director
2 Lav Kumar Vadehra Member Independent Director

iii) Meetings and Attendance during the year:

Name of Members Dates of Stakeholders Relationship Committee Meetings held & Members attendance
23rd June 2020 7th August 2020 3rd November 2020 4th February 2021
Mr. Radhemohan Malhotra P P P
Mr. Lav Kumar Vadehra P P P
P = Present A = Absent

Share Transfer Agent:

The Committee oversees the performance of the Registrar and Share Transfer Agents andrecommends measures to improve investor services.

The Company has authorized Directors severally to approve the Share Transfers. Inpursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations (duly amended) the Board has approved the Committee to implement and monitorthe various requirements as set out in the Code.

The Board had designated Ms. Pardhi Somani Company Secretary as the Compliance Officerw.e.f. May 30 2016.

There were no complaints received from shareholders during the Financial Year 2020-21.Further the requests for transfer and dematerialization of shares was approved within theprescribed timelines.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder for prevention andredressal of complaints of sexual harassment at workplace. Further the Company has alsoformed the Internal Complaints Committee (‘ICC').

The Company has not received any complaints during the Financial Year 2020-21 pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made thereunder.

25. 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 theCompanies (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 the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

ii. The Directors have 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 of the Company for that period;

iii. 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;

iv. The Directors have prepared the Annual Accounts on a going concern basis;

v. The Directors have laid down an adequate system of internal financial control to befollowed by the Company and such internal financial controls are adequate and operatingefficiently;

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and were operating effectively.

26. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is as follows:

The Company has three Executive Directors (including one Managing Director). Furthersitting fee of Rs. 10000/- each has been paid to all 3 Independent Directors during yearunder review. The particulars of employees who are covered by the provisions contained inRule 5(2) and rule 5(3) of Companies (Appointment & Remuneration of ManagerialPersonnel) 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.

27. STATUTORY AUDITORS & THEIR REPORT:

M/s. Govind Prasad & Co. (Firm Registration No. 114360W) Chartered Accountants areappointed as Statutory Auditors for consecutive 5 years i.e. from FY 2020-21 to FY2024-25. Further the Company has received has received eligibility letter from M/s. GovindPrasad & Co. to consider their continuity as Statutory Auditors which is within theprescribed criteria as specified in Section 141 of the Companies Act 2013 and that theyare not disqualified.

The Auditors' Report on the Financial Statements of the Company for the year endedMarch 31 2021 does not have any qualifications reservations or adverse remarks.

28. SECRETARIAL AUDITOR & THEIR 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 Audit of theCompany for FY 2020-21. The Secretarial Audit Report is annexed herewith as "AnnexureA".

Further there were no qualifications or remarks in the Secretarial Report for theFinancial Year ended March 31 2021.

29. 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.

30. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company pursuant to Section 92 of the Companies Act 2013 andrules made thereunder is available in our Company's website www.subhashsilkmills.com

31. 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"Annexure B".

32. 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 Social Responsibility(CSR). Hence your Company is not required to constitute CSR Committee and to comply withother provisions of Section 135 of the Companies Act 2013 read with rules madethereunder.

33. 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 attached with this report as "Annexure C".None of the Directors has any pecuniary relationships or transactions vis-a-vis thecompany.

34. 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.

35. 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 prohibit transfer of shares in physicalform. In view of the numerous advantages offered by the Depository system as well as toavoid frauds members holding shares in physical mode are advised to avail of the facilityof dematerialization from either of the depositories.

36. 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.

37. LISTING:

The Equity Shares of your Company are presently listed on the BSE Limited (Bombay StockExchange). Further the Company has paid the annual listing fees for the financial year2020-21.

38. WEBSITE OF THE COMPANY:

The Company maintains a functional website i.e. www.subhashsilkmills.com whereindetailed information of the Company and its activities are displayed.

39. 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.

40. 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.

41. 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.

42. ACKNOWLEDGEMENTS:

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.

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