To The Members
Your directors have pleasure in presenting their 38h Annual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31st March 2020.
The summarised financial performance of the company is as under:
| || ||(Rs. in Lacs.) |
|Particulars ||Current Yr. ||Previous Yr. |
|Turnover ( Including Exports Incentives) ||2493.85 ||1831.60 |
|Other Income ||9.15 ||12.92 |
|Profit/(loss) before Depreciation and Taxation ||107.70 ||99.02 |
|Less: Provision for Depreciation ||67.38 ||55.44 |
|Profit/(Loss) before taxation ||40.32 ||43.58 |
|Less: Provision for Taxation ||6.00 ||5.00 |
|Profit/(Loss) after tax ||34.32 ||38.58 |
|Add: Balance B/F from the previous year ||19.50 ||(20.59) |
|Add: Transferred from General Reserve ||- ||- |
|Add: Transferred from Export Profit Reserve ||- ||- |
|Add: Re-measurement gain/(loss) on defined benefit plan ||(2.37) ||1.49 |
|Add/(Less): provision of Taxation for earlier Year ||(0.54) ||0.02 |
|Balance carried to Balance Sheet ||50.91 ||19.50 |
State of Company s Affairs and Future Outlook
Company is operating under single segment that is textile manufacturing.
During the year under review the company has achieved a sales turnover of Rs. 2493.84Lacs as compared to Rs. 1831.60 Lacs for the previous year. The company has however earnedprofits of Rs. 34.32 Lacs after tax as compared to Rs. 38.58 for the previous year.
The Company has no proposal to declare dividend during the year.
Amounts Transferred to Reserves
The company has not transferred any amount to Reserves.
Changes in Share Capital
The paid up Equity Share Capital as on March 31 2020 was Rs. 336.28 Lacs During theyear under review the company has not issued any shares or any convertible instruments.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2019-20 isattached with this report.
Number of Board Meetings
During the year under review Board of Directors met Nineteen times (19) and there wasone meeting of independent directors of the company the details of which ismentioned/given in Corporate Governance Report. The provisions of Companies Act 2013 andlisting agreement were adhered to while considering the time gap between two meetings.
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 not invested any amountduring the year.
The well disciplined workforce which has served the company for three decades lies atthe very foundation of the companys 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.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. The Board of Directors has adopted Related Party Transaction Policy and thesame is available on following link http://www.http://www.yorkexports.in/financial-results/policy/related%20%20party%20transactions.pdfFurther all the necessary details of transaction entered with the related parties asdefined under Section 188 of the Companies Act as defined under Section 2 (76) of thesaid Act are the part of notes to the financial statements provided in this annual report.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 arms 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.
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.
Details of Subsidiary Joint Venture or Associates
The company has no subsidiary; Joint Ventures However the company has an associatecompany named York Oil & Fats Pvt. Ltd.
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 accordance withclause 49 of the listing agreement the Board members were informed about risk assessmentand minimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the company. The main objectiveof this policy is to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. In order to achieve the key objective the policy establishes a structured anddisciplined approach to Risk Management in order to guide decisions on risk relatedissues. In todays challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these 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.
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.
REAPPOINTMENT OF INDEPEDENT DIRECTORS
As per the provisions of the Section 149 (4) every listed public company shall have atleast one half of the total number of Directors as Independent Directors. In terms ofSection 149 (10) of the Companies Act 2013 an Independent Director shall hold office fora term up to five consecutive years on the Board of a Company but shall be eligible forreappointment on passing of a special resolution by the company for a further period ofupto five years. Sh. Ajay Puri and Smt. Veena Vahi were appointed as an IndependentDirector of the company to hold office for a period of Five Consecutive years up toconclusion of 38th Annual General Meeting and both have been reappointed tohold office for a period of second term of Five Consecutive years up to the conclusion of43rd AGM and for this Purpose Special Resolutions are proposed for approval ofmembers. The Board recommends that the proposed resolution relating to appointment ofIndependent Directors be approved.
DIRECTORS & COMMITTEES
In accordance with the provisions of Companies Act 2013 Sh. Ashwani Dhawan (DIN:00264986) Director retires by rotation and being eligible offers himself forre-appointment. During the year under review Sh. Sanjay Arora resigned as Director of thecompany.
Pursuant to the provisions of Companies Act 2013 and Applicable regulations 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 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.
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.
The company has re-constituted the audit committee and has the following Chairman andmembers:
|Mr. B.B.Jain ||: Chairman and Independent Director |
|Mr. Anil Bansal ||: Member and Independent Director |
|Mr. Ajay Puri ||: Member and Independent Director |
|Smt. Veena Vahi ||: Member and Independent Director |
NOMINATION AND REMUNERATION COMMITTEE
The company has re-constituted Nomination and Remuneration Committee and has thefollowing Chairman and Members:
|Mr. B.B. Jain ||: Chairman and Independent Director |
|Mr. Anil Bansal ||: Member and Independent Director |
|Mr. Ajay Puri ||: Member and Independent Director |
|Smt Veena VAhi ||: Member and Independent Director |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The company has constituted Stakeholders Relationship Committee and has the followingChairman and Members:
|Mr. B.B. Jain ||Chairman and Independent Director |
|Smt Veena Vahi ||Member and Independent Director |
|Mr. Ajay Puri ||Member and Independent Director |
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 2020; 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 2020 and of the profit of the company for the financial year ended31st March 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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of Independence from Sh. Bharat Bhushan Jain Smt.Veena Vahi Sh. Anil Kumar Bansal and Sh. Ajay puri that the Independent Directors meetthe criteria of independence as laid down under Section 149 (6) of the Companies Act2013.
SEXUAL HARASSMENT PREVENTION
York Exports Limited has implemented Prevention prohibition and redressal Act 2013 inits entirety regarding the sexual Harassment of women at workplace. Internal ComplaintsCommittees as per the provisions of the act have been constituted at corporate and worksoffices of York exports limited. Summary of sexual harassment issues raised attended anddispensed during the year 2019-20:-
|No of complaints received in 2019-20 ||-NIL- |
|No of complaints disposed off ||-NIL- |
|No of cases pending for more than 90 days ||-NIL- |
|No of workshops or awareness programme against sexual harassment carried out ||1 |
|Nature of action taken by the employer or District Officer ||-NIL- |
As per the provisions of Section 139 of the Act M/s. Vishav Jyoti Mahajan & Co Chartered Accountants (ICAI Firm Registration No. 010982N ) were appointed as StatutoryAuditors of your Company at the 37th AGM held on 30.09.2019 to hold office until theconclusion of the 40th. AGM. However vide their letter dated Oct 15 2020 haveexpressed their inability to continue as Statutory Auditors of your Company. The Boardthus appointed M/s Rakesh Mahajan & Associates Chartered Accountants (ICAI FirmRegistration No. 011816N) as Statutory Auditors of your Company effective Oct. 20 2020 inthe casual vacancy caused by the said resignation to hold office till the conclusion ofthe 39th.AGM and have sought approval of members to appoint them for theaforesaid period. M/s. Rakesh Mahajan & Associates Chartered Accountants haveconsented to act as statutory auditors of the Company for the Financial Year 2020-21 till2024-25 i.e. upto the 43rd AGM of the Company and given a certificate in accordance withSection 139 141 and other applicable provisions of the Act to the effect that theirappointment if made shall be in accordance with the conditions prescribed and that theyare eligible to hold office as Statutory Auditors of the Company. As required underRegulation 33 of the Listing Regulations Statutory Auditors have confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. Necessary resolution and explanation thereto have been provided inthe AGM notice seeking approval of members. There are no qualifications reservations oradverse remarks made by erstwhile Statutory Auditors in their Report.
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 Reecha Goel & Associates (CP No.:6562 FCS: 7012)Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexed.
Sh. Sonu Sharma has been appointed as an Internal Auditor of the company under section138 of Companies Act 2013 to conduct internal audit of functions and activities of thecompany
Explanation to Auditor s/Secretarial Auditors remarks
With regard to Audit reports no observation/qualification is given by the auditors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review No Order has been passed.
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 CompanysStatutory Auditor confirming compliance forms an integral part of this Report. Declarationby Managing Director that the Board Members and KMPs have complied with the Code ofConduct.
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.
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. 9.60 Lacsper year only. The particulars of the employees who are covered by the provisionscontained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are NIL The remuneration paid to all Key managementPersonnel was in accordance with remuneration policy adopted by the company.
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
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 shareholders fortheir continued support and cooperation. We look forward to receiving the continuedpatronage from all quarters in the years to come.
The statements contained in the Boards Report and Management Discussion andAnalysis contain certain statements relating to the future and therefore are forwardlooking within the meaning of applicable securities laws and regulations. Various factorssuch as economic conditions changes in government regulations tax regime other statuesmarket forces and other associated and incidental factors may however lead to variation inactual results.