| Dear Members,
High Street Filatex Limited
The Directors have immense pleasure in presenting the 21 stAnnual
Report on the business and operations of your Company, together with
the Audited Financial Statements for the year ended on March 31,2015.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31,
2015 is summarized as below:
(Rs. in Lacs)
Particulars Year ended on
31-03-2015 31-03-2014
Sales 122.64 10.75
Other Income 0.45 0.00
Increase / (Decrease) in stock 76.05 78.35
Total Income 199.14 89.10
Less: Manufacturing & other expenses 0.00 83.34
Profit/(Loss) before Depreciation & Tax 15.86 5.76
Less: Depreciation 5.58 7.39
Profit/(Loss) after Depreciation
before tax 10.28 (1.63)
Less: Provision for Taxation 0.00 0.00
Less: Taxation for earlier period 2.00 0.34
Profit after Taxation 8.28 (1.35)
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review, there has been significant improvement in
the performance of the Company as compared with the previous year. Our
revenue from operations has been increased from Rs. 10.75 Lacs to Rs.
122.26 Lacs, at a tremendous growth as compared to the previous year.
Consequent to this, the net profit after tax from operations during the
year under review was Rs. 8.28 Lacs as against net loss of Rs. 1.35
Lacs in the previous year.
Management is planning to establish new project with the object of
attainment of better future & growth. Consequent to such establishment,
innovative knitting products will be developed and launched and wide
new range of socks for all type of age groups, wrist bands and
headbands will be produced.
3. DIVIDEND
Following the conservative approach to retain profits, your Directors
did not recommend payment of any dividend for the Financial Year
2014-15.
4. AMOUNTS TRANSFERRED TO RESERVES
The Profit received after Taxation i.e. Rs. 8.28 Lac had been fully
transferred to reserves.
5. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an
extract of Annual Return in Form MGT-9 containing details as on the
financial year ended 31st March, 2015 as required under Section 92 (3)
of the Companies Act, 2013, read with The Companies (Management and
Administration) Rules 2014 in the prescribed format is appended as
"Annexure- 1" to the Board's Report.
6. NUMBER OF BOARD MEETINGS
Board meetings are conducted in accordance with the provisions of
Listing Agreement and the Companies Act, 2013 read with Articles of
Association of the Company. The Board meets at regular intervals to
discuss and decide on business strategies/policy and review the
financial performance of the Company. The Board/ committee meetings are
pre-scheduled and a tentative annual calendar of the Board/ committee
meetings is circulated to the Directors well in advance to facilitate
the Directors or members to plan their schedules and to ensure
meaningful participation in the meetings. In case of Business
exigencies the Board's approval is taken through circular resolution
which is noted and confirmed at the subsequent Board meeting.
The Board meets at least once in a quarter to review the quarterly
performance and the financial results of the Company. Notice of each
Board Meeting is given well in advance in writing to all the Directors.
The agenda along with relevant notes and other material information are
sent in advance separately to each Director. The Agenda along with the
relevant notes and other material information is circulated a week
prior to the date of the meeting. This ensures timely and informed
decisions by the Board. During the Financial Year, every Board Meeting
was conducted in accordance with the relevant provisions applicable,
viz:
The Chief Financial Officer of the Company is invited to attend all the
Board Meetings. Other senior managerial personnel are called as and
when necessary to provide additional inputs for the items being
discussed by the board.
- The Whole-time Director and the Chief Financial Officer of the
Company make the presentation on the quarterly and annual operating &
financial performance of the Company, operational health & safety and
other business issues.
- The draft of the minutes prepared by Company Secretary is
circulated among the Directors for their comment/suggestion and finally
after incorporating their views, final minutes are recorded in the
books within 30 days of meeting.
- Post meeting, important decisions taken are communicated to the
concerned officials and department for the effective implementation of
the same.
The Board of Directors met to discuss and decide on Company's business
policy and strength apart from other normal Board business. During the
year 2014-2015.7 (Seven) meetings of Board of Directors were held with
a maximum time gap of not more than 120 days between any two meetings.
The dates on which the said meetings were held were:
The last Annual General Meeting was held on 15th September, 2014.
7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED BY THE COMPANY U/S 186
During the financial year under review, there were no loans given,
neither any investments were made by the Company nor any securities
were provided by the Company.
8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
Particulars of Contract or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 as prescribed in form
AOC-2, is appended as "Annexure-2" of the Board's Report.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY.
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial
year to which this financial statements relate and the date of this
Report.
10. RISK MANAGEMENT POLICY
Your Company has set out an elaborate Risk Management procedure which
comprises of three stages i.e. Risk assessment/ evaluation, Risk
Reporting and Management of the risk evaluated and reported. Major
risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
During the year, your Company has formulated the "Risk Management
Policy" in accordance with the requirements of Listing Agreement to
monitor the risks and their mitigating actions.
11. INTERNAL FINANCIAL CONTROLS
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business. These systems
provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes,
safeguarding of assets of the Company and ensuring compliance with
corporate policies. The Board has appointed M/s N.Bhandari & Co.,
Chartered Accountants, Jaipur, as the Statutory Auditor of the Company
for the F.Y. 2014-15 which directly reports to the Audit Committee of
the Company.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is entrusted with ultimate responsibility of the management,
directions and performance of the Company. Board conducts and exercises
the overall supervision and control by setting the goals and policies,
reporting mechanism and decision making processes to be followed.
A) APPOINTMENT OF COMPLIANCE OFFICER:
The Board of Directors in its meeting held on the 14th Day of February,
2015 has approved the appointment of CS Nidhi Khandelwal as Compliance
Officer of the Company in place of Mr. Bhagwan Singh, Whole-time
Director with immediate effect.
B) RETIRE BY ROTATION:
In accordance with the applicable provisions of the Companies Act, 2013
and the Article 89 of Articles of Association of the Company, Ms.
Sabita Roy, Director will retires by rotation at the ensuing Annual
General Meeting of the Company and being eligible offers herself for
re-appointment.
Directors recommend her re-appointment.
The brief profile of the Director being appointed/re-appointed at the
ensuing Annual General Meeting forms part of notice of the ensuing
Annual General Meeting.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that they
meet all the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013.
13. PUBLIC DEPOSITS
The Company has not accepted any Public Deposits within the meaning of
Section 73 to 76 of the Companies Act, 2013read with the Companies
(Acceptance of Deposits) Rules, 2014.
14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information related to conservation of energy, as required under
Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed and forms part of this
report as Annexure No.-3.
Foreign Exchange earnings and outgo is reported to be NIL during the
financial year.
15. AUDITORS & AUDITORS' REPORT
M/s. N. Bhandari & Co., Chartered Accountants, Jaipur (Firm
Registration Number: 03185C) were re-appointed as Statutory Auditors of
the Company, at the last Annual General Meeting held on 15th September,
2014 for a term of three consecutive years. As per the provisions of
Section 139 of the Companies Act, 2013, the appointment of Auditors is
required to be ratified by Members at every Annual General Meeting.
Therefore, being eligible, the Board of Directors have offered for the
ratification of their appointment to the Shareholders.
As required under the provisions of Section 139 of the Companies Act,
2013, the company has obtained a written certificate from the above
mentioned Auditors to the effect that they confirm with the limits
specified in the said Section and they had also given their eligibility
certificate stating that they are not disqualified for appointment
within the meaning of under Section 141 of Companies Act, 2013. The
observations made by the Auditors are self explanatory and have been
dealt with in Independent Auditors Report & its Annexure forming part
of this Annual Report and hence do not require any further
clarification.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
16. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the Section 204 of The Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, every listed company shall annex with its Board's Report, a
Secretarial Audit Report which shall be issued from the financial year
2014- 15 onwards which is to be given by a Company Secretary in
practice.
In compliance with the aforesaid requirements, the Company has also
undertaken Secretarial Audit for the year 2014-15 which, inter alia,
includes audit of compliance with the Companies Act, 2013, and the
Rules made under the Act, Listing Agreement and Regulations and
Guidelines prescribed by the Securities and Exchange Board of India and
Foreign Exchange Management Act, 1999. The Secretarial Audit Report
obtained from M/s V.M. & Associates, Company Secretaries, Jaipur is
part of this Annual Report as "Annexure- 4".
The Secretarial Audit report for the financial year ended 31st March,
2015 is self explanatory and does not call for any further comments.
Pursuant to Provision of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. the Board has -appointed M/s V. M. & Associates, Company
Secretaries in Practice, Jaipur as Secretarial Auditor of the Company
to carry out secretarial audit of the Company for the financial year
2014-15.
17. INTERNAL AUDITOR
Pursuant to the Section 204 of The Companies Act, 2013 read
withCompanies (Audit and Auditors) Rules, 2014, every Listed Company is
required to appoint an Internal Auditor or a firm of Internal Auditors
to carry out Internal Audit of the Company.
In compliance with the aforesaid requirements, the Company has
appointed CA Padmini Palod to conduct the Internal Audit of the Company
for the Financial Year 2014-15.
The Internal Audit report for the financial year ended 31st March, 2015
is self explanatory and does not call for any further comments.
The Board re-appointed CA Padmini Palod, Chartered Accountant, Jaipur
as Internal Auditor of the Company to carry out Internal audit of the
Company for the financial year 2015-16.
18. DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE
Securities of your company were also listed on Jaipur Stock Exchange
but due to De-Recognition of Jaipur Stock Exchange, the equity of
Company gets automatically delisted from Jaipur Stock Exchange vide
their letter dated 17th March, 2015 with immediate effect.
The aforesaid statement is made in compliance with Clause 7 of SEBI
(Delisting of Equity Shares) Regulations, 2009.
Furthermore, we have also applied for delisting of equity shares from
Calcutta Stock Exchange Limited. Presently, the application is under
review at the stock exchange.
19. PARTICULARS OF EMPLOYEES
a) None of the employees of the company was in receipt of the
remuneration exceeding the limits prescribed u/s 197 (12) read with
rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of
Managerial Personnel) of the Companies Act, 2013 during the year under
review.
b) The information in accordance with the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as "Annexure- 5 " to the Board's report.
25. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to
Directors' Responsibility Statement, your Directors confirm that:
i) in the preparation of annual accounts for the financial year
2014-15, the applicable accounting standards have been followed along
with proper explanations and disclosures relating to material
departures, if any;
ii) they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of the affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
(v) they have laid down internal financial controls for the Company and
such internal financial controls are adequate and operating
effectively; and
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
26. ACKNOWLEDGEMENT
Your Directors wish to express their gratitude to all the business
associates, its management, statutory authorities, Stock Exchanges and
to the Investors/ Shareholders for the confidence reposed in the
Company and supporting the Company during all crucial and critical
issues through their kind cooperation. The Directors also convey their
deep sense of appreciation for the committed services by the employees
at all levels for their enormous personal efforts as well as collective
contribution to the Company.
Date: 10.08.2015 For and on Behalf of the Board of Directors
Place: Jaipur Sd/-
Bhagwan Singh
(Chairman)
DIN: 02305246" |