You are here » Home » Companies » Company Overview » Super Fine Knitters Ltd

Super Fine Knitters Ltd.

BSE: 540269 Sector: Industrials
NSE: N.A. ISIN Code: INE459U01018
BSE 00:00 | 06 Jun 7.37 0
(0.00%)
OPEN

7.37

HIGH

7.37

LOW

7.37

NSE 05:30 | 01 Jan Super Fine Knitters Ltd
OPEN 7.37
PREVIOUS CLOSE 7.37
VOLUME 10000
52-Week high 10.00
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.37
CLOSE 7.37
VOLUME 10000
52-Week high 10.00
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Super Fine Knitters Ltd. (SUPERFINEKNIT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2021.

The summarised financial performance of the Company is as under:

(Rs. in Lakhs)

Particulars Current Yr. Previous Yr.
Turnover (Including Exports Incentives) 4590.39 9190.97
Other Income 2.72 8.27
Profit/(loss) before Depreciation and Taxation 6.33 286.14
Provision for Depreciation 153.47 161.77
Profit/(Loss) before taxation (147.14) 124.37
Less: Provision for Taxation 2.75 136.04
Profit/(Loss) after tax (144.39) (11.68)
Balance carried to Balance Sheet (144.39) (11.68)

STATE OF COMPANY’S AFFAIRS

During the year under review the Company’s turnover of INR 4590.39 Lakhs ascompared to INR 9190.97 Lakhs for the previous year. The Company has however suffered lossof INR 144.39 Lakhs as compared to loss of INR 11.68 Lakhs for the previous year.

DIVIDEND

The Company has not declared any dividend during the year.

AMOUNTS TRANSFERRED TO RESERVES

During the year the Company does not propose to transfer/carry any amount to theGeneral Reserve.

CHANGES IN SHARE CAPITAL

There is no change in Share Capital of the Company during the year.

BOARD OF DIRECTORS

The Board of Directors have ultimate responsibility for the management generalaffairs direction performance and long term success of business as a whole. The Boardcontinuously reviews Company’s governance risk and compliance framework businessplans and organization structure to align with competitive benchmark. The Board representsan optimum mix of professionalism knowledge and experience which enables the Board todischarge its responsibilities and provide effective leadership to the Company.

None of the Directors on the Board hold directorships in more than ten public companiesand member of more than ten committees or chairperson of more than five committees acrossall the public companies in which he or she is a Director. The necessary disclosuresregarding Committee positions have been made by all the Directors.

None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.

Composition

The Board of Directors comprises six (6) Directors consisting of three (3) AdditionalDirectors two (2) Whole-time Directors one (1) Managing Director.

Name of Directors Category No. of Other Directorship held in Public Ltd. Company Membership of the Committee
Ajit Kumar Lakra Promoter/Executive Director Nil 0
Vivek Lakra Promoter/Executive Director Nil 1
Gita Lakra Promoter/Executive Director Nil 0
Rohit Malhotra Non-Executive/ Additional Director Nil 0
Naveen Malhotra Non-Executive/ Additional Director Nil 0
Chandan Patel Non-Executive/ Additional Director Nil 0

Appointment/Reappointment/Resignation from Board of Directors/Key Managerial PersonnelRetirement By Rotation:

In accordance with the provisions of the Articles of Associations and 152 (6) ofCompanies Act 2013 Mrs. Gita Lakra (DIN - 01067219)Whole Time Director will be retiringby rotation at the ensuring Annual General Meeting and being eligible has offered heselffor re-appointment.

The relevant details as required under the Regulation 36 (3) of Listing Regulationsand Secretarial Standards of the person seeking re-appointment as Director are alsoprovided in the Notice convening the 23rd Annual General Meeting.

Resignation of Directors/Key Managerial Personnel:

Mr. Amit Gupta (DIN: 03558223) Independent Director resigned from the directorship ofthe Company with effect from 10.08.2020.

Mr. Baljit Kumar Trikha (DIN: 00764368) Independent Director resigned from thedirectorship of the Company with effect from 25.02.2021.

Mr. Vipin Sehgal (DIN: 00001214) Independent Director resigned from the directorshipof the Company with effect from 01.02.2021.

Mrs. Samridhi Seth as Company Secretary cum Compliance officer of the Company resignedwith effect from 01st May 2021.

Appointment of Directors/Key Managerial Personnel:

Mr. Rohit Malhotra (DIN: 0009071224) appointed as an Additional Director on the Boardof Directors of the Company w.e.f. 15th February 2021 shall hold the office upto 23rdAnnual General Meeting of the Company.

Mr. Naveen Malhotra (DIN: 0009071224) appointed as an Additional Director on the Boardof Directors of the Company w.e.f. 15th February 2021 upto 23rdAnnual General Meeting of the Company.

Mr. Chandan Patel (DIN: 0009088843) appointed as an Additional Director on the Board ofDirectors of the Company w.e.f. 03rd March 2021 upto 23rd Annual GeneralMeeting of the Company.

Mrs. Nancy Singla Associate Member of Institute of Company Secretaries of India (ICSI)was appointed as Company Secretary & Compliance Officer with effect from 1st May2021 pursuant to provisions of Companies Act 2013 read with rule and regulations madethereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration ofindependence as required pursuant to the provisions of Section 149(7) of the CompaniesAct 2013 stating that they meet the criteria of Independence as provided under Section149(6). They have also confirmed that they meet the requirements of Independent Directoras mentioned under Regulation 16(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Meeting of independent Director:

Separate meeting of Independent Directors was held on 12th June 2020interalia to discuss:

To evaluate the performance of Non-Independent Directors performance of the Board as awhole. Review the performance of the Chairman taking into account the views of ExecutiveDirectors and Non-Executive Directors. The same was discussed in the Board Meeting thatfollowed the meeting of the Independent Directors at which the performance of the Boardits Committees and Individual Directors was also discussed. Assess the quality quantityand timeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

BOARD MEETINGS

The Board regularly meets to discuss and decide on Company business policy andstrategy apart from conducting other Board related businesses. However in case of aspecial and urgent business need the Board’s approval was taken by passingresolutions through circulation as permitted by law and these were confirmed at the nextBoard Meeting.

During the period under review eleven (11) Board Meetings were held and the gap betweentwo meetings did not exceed the prescribed limits. During the year under review Companydid not passed any resolution by way of Circulation.

The dates on which the Board Meetings were held are as follows:--

16-05-2020 26-06-2020 31-07-2020 11-08-2020 20-08-2020 05-09-2020 18-09-202028-09-2020 23-11-2020 22-01-2020 08-03-2021. The details of attendance of each directorat the Board Meetings are given below:

Name of Directors Category Number of Board Meetings Eligible to Attend No. of Board Meetings attended Attendance of Last AGM
Ajit Kumar Lakra Promoter/Executive Director 11 11 Yes
Vivek Lakra Promoter/Executive Director 11 11 Yes
Gita Lakra Promoter/Executive Director 11 11 Yes
Amit Gupta (resigned on 20.08.2020) Non-Executive/ Independent 5 1 No
Vipin Sehgal (resigned on 01.02.2021) Non-Executive/ Independent 11 10 Yes
Baljit Kumar Trikha (resigned on 25.02.2021) Non-Executive/ Independent 11 10 Yes
Rohit Malhotra (appointed on 15.02.2021) Non-Executive/Additional Director 1 0 No
Naveen Malhotra (appointed on 15.02.2021) Non-Executive/Additional Director 1 0 No
Chandan Patel (appointed on 03.03.2021) Non-Executive/Additional Director 1 0 No

COMMITTEES OF THE BOARD

The terms of reference of Board Committees are determined by the Board from time totime. Presently the Company has three committees i.e. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. All the decisionspertaining to the constitution of the Committees appointment of members and fixing ofterms of reference for committee members are taken by the Board of Directors. Details onthe role and composition of these committees including the number of meetings held duringthe financial year and the related attendance are provided below:

AUDIT COMMITTEE

The Company has adequately qualified and Independent committee accordance with theprovisions of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The major tasks performed by the audit committee may begrouped under the following heads:

Statutory Audit Internal Audit reporting and other aspects

i. The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company’s internal controls and financial reporting process The Committee acts asa link between the Management Auditors and the Board of Directors of the Company and hasfull access to the financial Information.

ii Oversight of the Company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible and ensuring timely submission to statutory authorities.

iii. Reviewing the Management Discussion & Analysis of financial and operationalperformance.

iv. Reviewing with the management the quarterly financial statements and annualfinancial statements and auditor's report thereon before submission to the board forapproval.

v. Review the adequacy and effectiveness of the company’s system and internalcontrol.

vi. Evaluation of internal financial controls and risk management systems.

vii. To review the functioning of the Whistle Blower mechanism.

Audit & other duties

i. Discussion with Statutory Auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

ii. Discussion with internal auditors of any significant findings and follow up thereon.

iii. Review and recommend to the Board the appointment/re-appointment of the StatutoryAuditors and internal Auditors considering their independence and effectiveness and theirreplacement and removal.

iv. To recommend to the Board the remuneration of the Statutory Auditors and internalauditors.

v. To grant approval for related party transactions which are in the ordinary course ofbusiness and on an arm’s length pricing basis and to review and approve suchtransactions subject to the approval of the Board.

The Composition of Audit Committee is as under:

Mr. Vipin Sehgal : Chairman of the committee and Independent Director
Mr. Vivek Lakra : Member of the committee and Executive Director
Mr. Amit Gupta : Member of the committee and Independent Director

Appointment/Resignation of members of the Committee:

Resignation of Members:

Mr. Amit Gupta has resigned from the membership with effect from 20thAugust 2020 and Mr. Vipin Sehgal has resigned from the chairmanship with effect from 08thMarch 2021. The Committee will re-constitute after the forthcoming Annual GeneralMeeting.

During the year under the review The Audit Committee met four times on 31stJuly 2020 23rd Nov 2020 and 26th Dec 2020 and 18th Feb2021.

All the members of the Audit Committee have the requisite qualifications forappointment on the Committee and possess sound knowledge of accounting practicestaxation financial and internal controls.

The representative(s) of Internal Auditors and the Statutory Auditors are permanentinvitees in the meetings of the Committee and they have attended all the Audit committeemeetings held during the year where the financial results are considered. The CompanySecretary acts as the Secretary of the Committee.

The Chairman of the Audit Committee was present at the last Annual General Meeting ofthe Company held on September 30 2020 for addressing the shareholders queries.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted accordance with the Section178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015.

The terms of reference of the Committee are as follows:

1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal. The remuneration policy as adopted by the company envisagespayment of remuneration according to qualification experience and performance atdifferent levels of the organization. The workers at the factory as well as thoserendering clerical administrative and professional services are suitably remuneratedaccording to the industry norms.

The details of the composition of the Nomination and Remuneration Committee are asunder:

Mr. VipinSehgal : Chairman of the committee and Independent Director
Mr. Baljit Kumar Trikha : Member of the committee and Independent Director
Mr. Amit Gupta : Member of the committee and Independent Director

Resignation of Members:

Mr. Amit Gupta has resigned from the membership with effect from 20thAugust 2020 Mr. Vipin Sehgal and Mr. Baljit Kumar Trikha resigned with effect from 08thMarch 2021. The committee will re-constitute after the forthcoming Annual GeneralMeeting.

Details of Remuneration paid to Managing Director/Whole-time Director for the yearended 31st March 2020 is given below:

Name Sitting Fees (Rs.) Salary (Rs.) Perquisites and allowances etc. (Rs.) Commission (paid) (Rs) Total (Rs.)
Mr. Ajit Kumar Lakra Nil 900000 Nil Nil 900000
Mr. Vivek Lakra Nil 840000 Nil Nil 840000
Mrs. Gita Lakra Nil 750000 Nil Nil 750000

Further no sitting fee is paid to any director for attending the Board Meetings of theCompany.

During the year the Nomination and Remuneration Committee Meeting was held on 31stJuly 2020 and all members were duly present in the meeting.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted accordance with the Section178 of Companies Act 2013 and Regulation 20 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Company look after the grievances of the Stakeholdersand Redressal of Investor’s complaints related to transfer of Shares non-receipt ofBalance Sheet etc.

The Committee performs following functions:

look into the redressal of grievances of shareholders debenture holders and othersecurity holders;

To investigate complaints relating to allotment of shares approval of transfer ortransmission of shares;

To consider and resolve the grievances of the security holders of the company includingcomplaints related to transfer of shares non-receipt of balance sheet non-receipt ofdeclared dividends; and

Issue of Duplicate Share Certificates.

Review of Share dematerialization and rematerialisation.

Monitoring the expeditious Redressal of Investor Grievances.

Monitoring the performance of Company’s Registrar & Transfer Agent.

All other matters related to the shares.

The Composition of the 'Stakeholders' Relationship Committee is as under:-

Mr. Vipin Sehgal : Chairman of the committee and Independent Director
Mr. Baljit Kumar Trikha : Member of the committee and Independent Director
Mr. Amit Gupta : Member of the committee and Independent Director

Resignation of Members:

Mr. Amit Gupta has resigned from the membership with effect from 20thAugust 2020 Mr. Vipin Sehgal and Mr. Baljit Kumar Trikha resigned with effect from 08thMarch 2021. The committee will re-constitute after the forthcoming Annual GeneralMeeting. The Company has an investor base of over 119 shareholders as on 31st March 2021.During the year under review no complaints remained pending. There is no valid requestpending for share transfer as at the year end. The Stakeholders' Relationship Committeemet two times on 25th April 2020 and 23rd November 2020 during theyear.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 a separate exercise was carriedout to evaluate the performance of individual Directors including the Chairman of theBoard who were evaluated on parameters such as level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors. The board also carried out annual performance evaluation ofthe working of its Audit Nomination and Remuneration as well as stakeholder relationshipcommittee. The Directors expressed their satisfaction with the evaluation process.

CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provide a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

According to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the company being a SME Listed Company of BSE Limited is exempted from thecompliance of corporate governance requirements as provided under regulations 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV.

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 31stMarch2020; the applicable accounting standards have been followed along with proper explanationrelating 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 31stMarch 2020.

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.

AUDITORS

Statutory Auditors

M/s. Mehta Sharma & Associates Chartered Accountants (Firm RegistrationNo.(018946N) Chartered Accountants had been appointed as Statutory Auditors of theCompany at the 21st Annual General Meeting held on 21-09-2019 to hold officefrom the conclusion of this Annual General Meeting till conclusion of 23rdAnnual General Meeting of the Company for the year 2020-2021.

Secretarial Auditors

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 hadappointed Narang G and Associates (CP No.: 16383 ACS: 43779)Company Secretaries for thefinancial year 2020-2021 to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31st March 2021is annexed.

Internal Auditors

M/s. Budh Kumar & Associates Chartered Accountant has been re-appointed asInternal Auditor in the Board meeting held on 30th June 2021 for the year2021-2022.

Cost Auditor

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.

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.

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 remunerationpaid to him is Rs. 1.25 Lac per month only. The Remuneration paid to all Key managementPersonnel was in accordance with remuneration policy adopted by the Company.

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.

I. In determining the remuneration of the Senior Management Employees (i.e. KMPs andsenior officers just below the board level) the Committee shall ensure / consider thefollowing:

i. the relationship of remuneration and performance benchmark is clear

ii. the balance between fixed and incentive pay reflecting short-term and long-termperformance objectives appropriate to the working of the Company and its goals;

iii. the remuneration is divided into two components viz. fixed component comprisingsalaries perquisites and retirement benefits and a variable component comprisingperformance bonus; the remuneration including annual increment and performance bonus isdecided based on the criticality of the roles and responsibilities the Company’sperformance vis--vis the annual budget achievement individuals performance and currentcompensation trends in the market.

II. The Managing Director or Whole Time Director will carry out the individualperformance review based on the standard appraisal matrix and shall take into account theappraisal score card and other factors and thereafter shall recommend the annual incrementand performance incentive to the Committee for its review and approval.

REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS During the year underreview no employee of the Company received salary in excess of the limits as prescribedunder the Act. Accordingly no particulars of employees are being given pursuant toSection 134 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. The details pertaining to the ratioof the remuneration of each director to the median employee‘s remuneration and otherprescribed details as required under section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules2014 are annexed herewith and forms part of this 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 relatedparty transactions in terms of regulation 23 of the SEBI (listing obligations anddisclosure requirements) regulations 2015 which were entered into 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 may have a potential conflict with theinterest 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 details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed which forms an integral part of this Report and isalso available on the Company’s website viz. www.superfineknitters.com.

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. Further during the year a sum of Rs.11.46 lakh has been taken as unsecured loan from Mr. Ajit Kumar Lakra Managing Directorof the Company making a total unsecured loan of Rs 314.49 lakhs and declarations pursuantto Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014 have beenreceived for the same.

DEPOSITS

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.

HUMAN RESOURCES

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 forthe years to come. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The Company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

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.

POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Documents to ensure safekeeping of therecords and safeguard the Documents from getting manhandled while at the same in timeavoiding superfluous inventory of Documents.

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

The Company has in place a policy for prevention of sexual harassment at the workplacein line with the requirement of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under.

The Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassments. All the employees of the Company (permanent temporarycontractual and trainees) are covered under this policy.

The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment in line with theprovisions of the Sexual Harassment of Women at the workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under.

During the year Committee has not received any complaints of harassment.

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

COMPLIANCES WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the year under review your company has duly complied with the applicableprovisions of Secretarial Standards.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and schedule V of SEBI (Listing Obligations and DisclosureRequirements) regulations 2015 a review of the performance of the company for the yearunder review Management Discussion and Analysis Report are annexed herewith and formspart of this report.

GENERAL DISCLOSURES

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.

ACKNOWLEDGEMENTS

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 andothers associated with the Company. Your Directors wish to thank the banks financialinstitutions shareholders and business associates for their continued support andcooperation. We look forward to receiving the continued patronage from all quarters in theyears to come.

For and on behalf of the Board
Super Fine Knitters Limited
Ajit Kumar Lakra Vivek Lakra
Managing Director Whole Time Director
Place: Ludhiana DIN: 01067195 DIN: 01067219
Date: 30th June 2021 269 Industrial Area-A 269 Industrial Area-A
Ludhiana 141003 Ludhiana 141003

.