The Shareholders of the Company
Your Directors are pleased to present this 23rd Annual Report together withthe Audited Annual Financial Statementsfor the year ended March 31st 2019.
FINANCIAL HIGHLIGHTS- AT A GLANCE
? Overall Performance of your Company
The Financial Year 2018-19 had been a little tumultuousfor the Company as yourCompany has shown a conventionalperformance during the year under review. The net Loss ofyour Company had gone up from Rs. 536510.87 /- in the Financial Year 2017-18 to Rs.3974575.89/- in the Financial Year 2018-19.
? The financial summary performance highlights operations/state of affair ofyourCompany for the year are summarized below:
Amount (In Rs.)
|PARTICULARS ||Standalone || |
| ||2018-19 ||2017-18 |
|Income from Business Operations ||6194958.00 ||35916501.67 |
|Other Income ||7889.00 ||14942.55 |
|Total Income ||6202847.00 ||35931444.22 |
|Less: Expenditure ||(10141070.94) ||(37157305.84) |
|Profit/Loss before Tax ||4268153.94 ||1225861.62 |
|Less: Tax related to earlier year ||9118.00 ||125368.00 |
|Add: Deferred Tax Asset ||(33757.00) ||(344812.00) |
|Net Profit/Loss after Tax ||(4243514.94) ||(1006417.62) |
|Earnings per share: || || |
|Basic ||(1.63) ||(0.39) |
|Diluted ||(1.63) ||(0.39) |
No Dividend was declared for the current financial year due to loss incurred by theCompany.
The Board proposes no amount to transfer to the reserves as the company is runningunder loss.
During the year under review the Company has not issued any shares including EquityShares Shares with Differential Voting Rights Stock Options Sweat Equity etc. TheCompany has not bought back any equity shares during the year 2018-19.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013.There were no unclaimed deposits at the end of FinancialYear i.e. 31st March 2019.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2018-19. A statement about Subsidiary / Joint Ventures /Associate Company is mentioned in AOC-I marked as"Annexure A."
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2018-19 company had entered into contracts or arrangements withrelated party. Form AOC-2 is attached as Annexure-B.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "AnnexureC.".
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re designation Resignation DeathDis-qualification variation madeor withdrawn etc. are as follows:
|S. No. ||Name ||Designation ||Nature of Change ||With Effect From |
|1. ||Ms. Vandna ||Additional Director ||Appointment ||30.05.2018 |
|2. ||Mr. Pankaj Kumar ||Director ||Resignation ||30.05.2018 |
|3. ||Ms. Sonam Singh ||Company Secretary ||Appointment ||01.10.2018 |
|4. ||Mr. Pramod K. Jaiswal ||Additional Director ||Appointment ||28.03.2019 |
|5. ||Ms. Vandana ||Director ||Resignation ||28.03.2019 |
Ms. Manisha Jain (DIN: 02684080) Whole-time Director will be retiring by rotation atthe ensuing Annual General Meeting and being eligible offersherself for re-appointment.The Board recommends her re-appointment to the Board of the Company at the ensuing AnnualGeneral Meeting.
Ms. Sonam Singh has resigned from the post of Company Secretary & ComplianceOfficer w.e.f. June 8 2019.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
The details of Board Meetings convened during the year and other details of BoardMeetings held are given in Corporate Governance Report. The maximum interval between anytwo meetings didn't exceed 120 days as prescribed in the Companies Act 2013.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & Disclosure Requirement)
Regulation 2015.The Composition of the Committee is given in the Corporate Governancereport which forms the integral part of this Annual Report.
BOARD ANNUAL EVALUATION
The provisionsofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATIONORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on Monday 11th September 2017appointed M/s SandeepManuja& Associates Chartered Accountants (Firm Reg. No.009525N) as Statutory Auditors of the Company for a period of five years to holdoffice till the conclusion of 26th Annual General Meeting of the Company.Therefore the auditors have expressed their willingness to continue to act as StatutoryAuditor for the Financial Year 2018-19.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Ojha& Associates Company Secretaries to undertakeSecretarial Audit of the Company.
The Secretarial Audit was conducted by Mr.TanayOjha Company Secretaryand the report thereon is annexed herewith as "Annexure-D".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
No adverse observation(s) have been recorded by the Secretarial Auditor for the yearunder review in its report.
The Company had appointed Internal Auditor of the Company to carry out the InternalAudit Functions. The Internal Auditor submits a "Quarterly Report" to the AuditCommittee for its review.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.
All investments (if any) made during the year were within the stipulated limits of law.
MATERIAL CHANGES AND COMMITMENTS IF ANYAFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The requisite information with regard to conservation of energytechnology absorptionand foreign exchange earnings and outgoin terms of the Section 134(3)(m) of the CompaniesAct 2013 readwith Companies (Accounts) Rules 2014 is given below:
| ||Conservation of energy || |
|1. ||the steps taken or impact on conservation of energy ||The Company takes efforts to reduce its usage of energy and increase its production capacity. |
|2. ||the steps taken by the company for utilizing alternate sources of energy ||The Company hasn't taken any step towards tapping the alternate sources of energy however the management is in talks to employ other sources of energy too. |
|3. ||the capital investment on energy conservation equipment ||The Company hasn't made any investment assuch on energy conservation equipments however the prospects of such investment are likely in the near future. |
| ||Technology absorption || |
|1. ||the efforts made towards technology absorption ||The Company takes efforts towards technology absorption |
|2. ||the benefits derived like product improvement cost reduction product development or import substitution ||NA |
|3. ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||NA |
|4. ||the details of technology imported ||NA |
|5. ||the year of import ||NA |
|6. ||whether the technology been fully absorbed ||NA |
|7. ||if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||NA |
|8. ||the expenditure incurred on Research and Development ||NA |
| ||Foreign exchange earnings and Outgo || |
|1. ||The Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2. ||The Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company's Statutory Auditors/ PracticingCompany Secretary confirming compliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl systemcommensurate with the size scale and complexityof its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance withpoliciesprocedures laws and regulations safeguarding of assets andeconomical andefficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company'sInternal Financial Control System. The Statutory Auditors oftheCompany have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequateInternal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operatingeffectively as on 31stMarch2019 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparationof reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuantto the provisions of Section 197 read with the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules 2014; hence no such particulars areannexed.
The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by thecompany.
Your Directors wish to acknowledge their gratitude to the business Associates Bankersand Stock Exchange authorities for their continued patronage assistance and guidance.
| || ||For and on behalf of the Board |
| || ||Sueryaa Knitwear Limited |
| ||Rajiv Jain ||Manisha Jain |
|Date: 14.08.2019 ||Managing Director ||Whole Time Director |
|Place:Ludhiana ||DIN:01029784 ||DIN:02684080 |