Your Directors have pleasure in presenting their 19th Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2017.
The summarised financial performance of the Company is as under:
|Particulars ||Current Yr. ||Previous Yr. |
|Turnover (Including Exports Incentives) ||8577.52 ||8466.77 |
|Other Income ||18.96 ||24.14 |
|Profit/(loss) before Depreciation and Taxation ||233.93 ||216.46 |
|Provision for Depreciation ||107.00 ||105.92 |
|Profit/(Loss) before taxation ||126.93 ||110.54 |
|Less: Provision for Taxation ||47.01 ||47.79 |
|Profit/(Loss) after tax ||79.92 ||62.75 |
|Balance carried to Balance Sheet ||79.92 ||62.75 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review the Company has achieved turnover of Rs. 8577.52 Lacs ascompared to Rs. 8466.77 Lacs for the previous year. The Company has however incurredprofits of Rs. 79.92 Lacs as compared to profit of Rs. 62.75 Lacs for the previous year.
INITIAL PUBLIC OFFER
During the year under review your Company completed its Initial Public Offering (IPO)of 3400000 equity shares of Rs. 10/- each aggregating to 4.08 cr. The Issue Price wasfixed at Rs. 12/- per share.
Company would like to state with great pleasure that the public issue received anoverwhelming response from the investor community. The trading in shares commenced onFebruary 2nd 2017 at the SME Platform of Bombay Stock Exchange. Company wouldlike to sincerely thank the investing public institutions customers and businesspartners for their trust faith and confidence in the Company and for making the issue agrand success.
The Company has not declared any dividend during the year.
AMOUNTS TRANSFERRED TO RESERVES
The Company has transferred Rs. 79.92 Lacs to Reserves.
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs. 1239.30Lacs.During theyear under review the Company has issued 34 Lacs Equity Shares at Rs. 10 per sharepursuant to the Initial Public Offer (IPO).
DIRECTORS & KEY MANAGERIAL REMUNERATION
Pursuant to the provisions of Section 152 of Companies Act 2013 Mrs. Gita Lakra (DIN:01067233) Whole Time Director will be retiring by rotation at the ensuring Annual GeneralMeeting and being eligible has offered herself for re-appointment.
Ms. Shruti Gupta has appointed as Company Secretary of the Company with effect from 01stMarch 2017.
During the Financial year Mrs. Divya Jain was appointed as Company Secretary for shortduration from 05th August 2016 till 01st March 2017.
Pursuant to the Section 134(3) of Companies Act 2013 and Regulations 17(10) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 the Board has carriedout annual performance evaluation of its own performance the directors individually aswell the evaluation of the working of its Audit Nomination & Remuneration andStakeholder committee. The manner in which the evaluation has been carried out has beenexplained in Corporate Governance Report.
The Performance of Board as whole and even Directors individually was found to besatisfactory.
As per applicable Regulations of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 with the Stock Exchanges a separate section on Corporate Governancepractices followed by the Company together with a certificate from the Company'sStatutory Auditor confirming compliance forms an integral part of this Report.
Declaration by Managing Director that the Board Members and KMPs have complied with theCode of Conduct is also attached.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of Independence from Mr. Vipin Kumar Sehgal Mr.Amit Gupta Mr. Baljit Kumar Trikha that the Independent Directors meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) That in the preparation of the annual financial statements for the year ended March31 2017; the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017.
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
M/s. Mehta Sharma & Associates Chartered Accountants (Firm RegistrationNo.(018946N) Chartered Accountants had been appointed as Statutory Auditors of theCompany at the 17th Annual General Meeting held on 30.09.2015 to hold officefrom the conclusion of this Annual General Meeting till conclusion of 20thAnnual General Meeting of the Company for the year 2018-2019. Therefore ratification ofappointment of Statutory Auditors is being sought from the members of the Company at theensuing AGM.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Sharma Charu & Associates (CP No.: 13174 FCS: 8899)Company Secretaries forthe financial year 2016-2017 to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed.
M/s. Budh Kumar & Associates Chartered Accountant has been appointed as InternalAuditor in the Board meeting held on 30.05.2017.
In terms of Section 148 of the Companies Act 2013 and rules made there under CostAudit is not applicable to the Company and its products/business.
EXPLANATION ON STATUTORY AUDITOR'S REPORT/SECRETARIAL AUDITOR'S REPORT
Neither the Statutory Auditor nor Secretarial Auditor of the Company in theirrespective reports have made any qualification reservation adverse marks or disclaimers.Accordingly no Explanations thereon are required to be furnished.
The Audit Committee was re-constituted in the Board Meeting was held on 01stJuly 2016 accordance with the Section 177 of Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The AuditCommittee provides reassurance to the Board on the Existence of an effective internalcontrol environment that ensures the efficiency and effectiveness of the operations of theCompany and safeguarding of assets and adequacy of the provisions for all liabilities. Thedetails of the meetings are included in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was re-constituted in the Board Meeting washeld on 01st July 2016 accordance with the Section 178 of Companies Act 2013and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015. The Committee determines overall Company's policy on remuneration package and otherterms and conditions of the appointment of Executive Directors and other senior managementof the company as well as sitting fees to Non-Executive Directors of the Company. It alsoapprove payment of remuneration of Managing Director and Whole-Time Directors as decidedby the members of the Company and recommends to the Board of Directors for theirconsideration and approval. The details of the meetings are included in the CorporateGovernance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was re-constituted in the Board Meeting washeld on 01st July 2016 accordance with the Section 178 of Companies Act 2013and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015. The Company look after the grievances of the Stakeholders and Redressal ofInvestor's complaints related to transfer of Shares non-receipt of Balance Sheet etc.
During the year under review Board of Directors met 11 times and there was one meetingof independent directors of the Company the details of which are mentioned given inCorporate Governance Report. The provisions of Companies Act 2013 and Listing Agreementwere adhered to while considering the time gap between two meetings.
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 one Managing Director and the remuneration paid to him is Rs. 1.50 Lacper month only.
The Remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.
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.
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.
However there were certain related party transactions in terms of regulation 23 of theSEBI (listing obligations and disclosure requirements) regulations 2015 which wereentered into on an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company has no Subsidiary Joint Ventures or Associates.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 isattached with this report.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
The Company has not given any loan or given guarantee for loans taken by others frombanks or financial institutions during the year. The Company has invested 28.25 lacs inMutual Funds during the year.
The Company has not accepted any deposits during the year and no deposits remainedunpaid or unclaimed as at the end of the year under review and there has been no defaultin the repayments of deposits.
CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act 2013 regarding Corporate Social Responsibilityare not attracted to the Company yet the Company has been over the years pursuing aspart of its corporate philosophy an unwritten CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integrates interest welfare and aspirations of thecommunity with those of the Company itself in an environment of partnership for inclusivedevelopment.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of business.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review No Order has been passed by Regulators or Court orTribunals. POLICIES OF THE COMPANY
During the Financial year the following policies were adopted by the Company in BoardMeeting of the Company held on July 01 2016.
a) Code of Conduct for Insider Trading
b) Code of Ethics for Board Members and Senior Management Personnel
c) Policy on materiality of Related Party T ransaction
d) Policy on Identification of Group Companies
e) Policy on determination of Material Litigation
f) Policy for determination of outstanding dues to creditors
g) Policy for preservation of documents
h) Sexual Harassment Policy
i) Whistle Blower Policy
The well discipline workforce which has served the Company for three decades lies atthe very foundation of the Company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The Company has always recognized talent andhas judiciously followed the principle of rewarding performance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgostipulated under section 134(3)(m) of the Companies act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 is annexed.
RISK MANAGEMENT POLICY
Although the Company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordanceapplicable provisions of SEBI (Listing Regulation and Disclosure Requirements) Regulations2015 the Board members were informed about risk assessment and minimization proceduresafter which the Board formally adopted steps for framing implementing and monitoring therisk management plan for the Company. The main objective of this policy is to ensuresustainable business growth with stability and to promote a pro active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues. In today'schallenging and competitive environment strategies for mitigating inherent risks inaccomplishing the growth plans of the Company are imperative. The common risks inter aliaare: Regulations competition Business risk Technology obsolescence Investmentsretention of talent and expansion of facilities. Business risk inter-alia furtherincludes financial risk political risk fidelity risk legal risk. As a matter of policythese risks are assessed and steps as appropriate are taken to mitigate the same.
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 properlyauthorized 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.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.
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.This policy is explained in Corporate Governance Report and also posted on the website ofcompany.
SEXUAL HARASSMENT PREVENTION
Super Fine Knitters Limited has implemented the sexual Harassment of women at workplace(Prevention prohibition and Redressal Act 2013. Internal Complaints Committees as perthe provisions of the act has been constituted in the Board meeting of the Company held on01st July 2016. During the year Committee has not received any complaints ofharassment.
The Composition of the Committee is as under:
1. Mrs. Gita Lakra Whole Time Director (also Presiding Officer)
2. Mr. AjitLakra Managing Director
3. Mrs. Kavita
4. Mr. Davinder Singh Chief Financial Officer
FINANCIAL VIABILITY OF COMPANY
The Company has not defaulted in repayment of dues to financial institutions banks andnot given any guarantee for loans taken by others from banks or financial institutionsduring the year
Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend right issue.
2. Issue of Sweat Equity Shares to Employees of the Company.
3. Issue of Employee Stock Options to Employees of the Company.
4. Purchase of its own shares either directly or indirectly.
The Company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees
Dealers Suppliers Central and State Governments Bankers and others associated withthe Company. Your Directors wish to thank the banks financial institutions shareholdersand business associates for their continued support and cooperation. We look forward toreceiving the continued patronage from all quarters in the years to come.
| || ||For and on behalf of the Board |
| || ||Super Fine Knitters Limited |
|Place: Ludhiana ||Ajit Kumar Lakra ||Vivek Lakra |
|Date: 30.05.2017 ||Managing Director ||Whole Time Director |
| ||DIN:01067195 ||DIN: 01067219 |
| ||269 Industrial Area-A ||269 Industrial Area-A |
| ||Ludhiana 141003 ||Ludhiana 141003 |