| Dear Members,
The Directors hereby present the 45th Annual Report along with the
Audited Accounts of the Company for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS OF PERFORMANCE:
The financial performance of the Company for the year ended on 31st
March, 2015 is summarized as under:
(Amount in Rs. Lakhs)
Consolidated
PartiCUlarS 2014-2015 2013-2014
Income from Operations 15.23 12.73
Add: Other Income 158.06 1059.26
Profit before Interest, Depreciation 25.55 942.36
and Taxes
Less : Finance Cost 0.56 0.92
Profit before Depreciation and Taxes 24.99 941.44
Less : Depreciation 80.57 37.06
Profit Before Taxes (55.58) 904.38
Less : Provision for Current Taxation 0 315.00
Less: Provision for Deferred Taxation 0 0
Less: Taxes in respect of earlier years 0 0
Profit/ Loss after Taxes (55.58) 589.38
AMOUNT CARRIED FORWARD TO RESERVES:
Your Company has not transferred any amount to its reserves.
PERFORMANCE REVIEW
The Company's total income increased to Rs.12.73 lakhs from Rs.15.23
lakhs and profit / (loss) after tax to loss of Rs.55.58 lakhs from
profit of Rs589.38 Lakhs in the previous year. Trading in debt papers
and development of retail clients like PF/Pension/Gratuity trust etc.
has continued to yield good results. The Company's property at Khopoli
has been fully leased out. The said warehousing contracts have yielded
an income of Rs.158.05 Lakhs (P.Y. Rs.197.54 Lakhs) in the current year
under review.
Your Company has made sale of Readymade Garments to the service sector
and of fabrics to various traders. Sales for the financial year have
been Rs.12.73 Lakhs.
DIVIDEND
Your Directors do not recommend any Dividend for the year ended
31stMarch, 2015.
CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the year ended
31st March, 2015.
SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS.
There were no significance and material orders passed by regulators or
courts or tribunals impacting the going concern status and company
operations in future. There were no material changes and commitments
affecting the financial position of the company occurring between March
31, 2015 and the date of this Report of the Directors.
SUBSIDIARIES. JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
The Company has no subsidiaries, joint ventures or associated companies
therefore disclosures in this regards are not provided in this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
DISCLOSURE OF VARIOUS POLICIES:
The Board has approved various policies in their meeting so that the
Committees work effectively and in accordance with the provisions as
stipulated in the Policies. Various policies as approved by the Board
are posted in the Website of the Company.
Remuneration Policy
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
posted in the Website of the Company.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour
the company has adopted a vigil mechanism policy. The aim of the policy
is to provide adequate safeguards against victimization of whistle
blower who avails of the mechanism and also provide direct access to
the Chairman of the Audit Committee, in appropriate or exceptional
cases. Accordingly, 'Whistle Blower Policy' has been formulated with a
view to provide a mechanism for the Directors and employees of the
Company to approach the Ethics Counsellor or the Chairman of the Audit
Committee of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
This policy posted on the company's website www.subhashsilkmills.com
EMPLOYEE'S STOCK OPTION SCHEME
During the year under the Review, there was no employee's stock option
given.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
CORPORATE GOVERNANCE
A detailed Report on Corporate Governance forms part of this Annual
Report. The Auditors' certificate on compliance with Corporate
Governance requirements by the company is attached to the Report on
Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review on the operations and performance of the Company and
its business is given in the Management Discussion and Analysis, which
forms a part of this report.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of
the investments made by company are given in the notes to the financial
statements.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorised use or disposition of its assets. All
the transactions are probably authorised, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. The company continues to ensure proper
and adequate systems and procedures commensurate with its size and
nature of its business.
DIRECTORS
Mr. Dhiraj S. Mehra (DIN No. 01409010) .Director shall retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment. Your Directors recommend his re
appointment.
During the year under review, Members approved appointment Mrs. Nameeta
Mehra as a Director of the Company, Mr. Anant Ajaypat Singhania (DIN
No. 00019992), Mr. Radhemohan Ramgopal Malhotra (DIN No. 01874316) and
Mr. Lavkumar Kidarnath Vadehra (DIN No. 01936360) as Independent
Directors of the Company in 44th Annual General Meeting held on 25th
September, 2014.These Independent Directors are not liable to retire by
rotation.
DETAILS KEY MANAGERIAL PERSONNEL:
The following three persons were formally appointed/ designated as Key
Managerial Personnel of the Company in compliance with provisions of
Section 203 of the Companies Act, 2013.
1. Mr. Dhiraj Subhash Mehra - Managing Director
2. Mrs. Priyanka Mankame - Chief Financial Officer
Mrs. Priyanka Mankame, is formally designated as Chief Financial
Officer w.e.f. 11th February, 2015. Pursuant to section 203 of the
Companies Act, 2013 read along with rule 8 of Companies (Appointment
and Remuneration) Rules, 2014, it is mandatory to appoint Company
Secretary if paid up share capital of the Company is more than 5
crores. Since our Company's paid up capital is less than 5 crores, so
requirement for appointment Company Secretary is not mandatory.
DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION
149:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed in Section 149(6) of the Companies Act, 2013
and clause 49 of the Listing Agreement.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
AUDIT COMMITTEE
The Audit Committee during the year consisted of 3 member. During the
year four Audit Committee Meetings were convened and held on 30th May,
2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.
More details on the committee are given in corporate governance Report.
BOARD MEETINGS
During the year four Board Meetings were convened and held on 30th May,
2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.
The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE:
During the year Three Meetings were convened and held on 30th May,
2014, 04th August, 2014, and 11th February, 2015.
The Board has re-constituted its committee which comprises of 3
members; more details on the committee are given in Corporate
Governance Report.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Board has re-constituted /change in nomenclature of Stakeholders
and Relationship Committee' which comprises of 3 members; more details
on the committee are given in Corporate Governance Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:
In order to prevent sexual harassment of women at work place the
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and during the year Company has
not received any complaint of such harassment.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on March 31,2015 and state that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. the Directors have 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 affairs
of the Company at the end of the financial year and of the profit t of
the Company for that period;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern
basis;
v. the directors have laid down proper internal financial controls to
be followed by the Company and they were adequate and are operating
effectively; and
vi. the directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
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 employees of the company is as follows:
The company has three Executive Director. Further sitting fee of
Rs.5,000/- each has been paid to the three independent directors during
the year.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
Employed throughout the year Nil
Employed for part of the year Nil
The remuneration paid to all key management personnel was in accordance
with remuneration policy adopted by the company.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection
by the members at the Registered office of the company during business
hours on working days of the company up to the date of ensuing Annual
General Meeting. If any member is interested in inspecting the same,
such member may write to the Chief Financier officer in advance.
AUDITORS
Statutory Auditors
M/s. S. M. Kapoor & Co.(Firm Registration No.: 104909W), Chartered
Accountants who are to retire at the conclusion of the forthcoming
Annual General meeting have offered themselves for re-appointment as
Auditors of the Company. A written certificate to the effect that their
appointment, if made, would be within the prescribed limits under
section 139 of the Companies Act, 2013, has been obtained by the
Company from them. The Members are requested to consider their
re-appointment and fix remuneration.
Secretarial Auditors
Pursuant to the provision of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co.(CP No.:
1436, FCS: 2390), Company Secretaries to undertake the secretarial
audit of the company. The Secretarial Audit Report is annexed herewith
as "Annexure A"
The observations made in the report with regard to E-forms were delayed
filed with MCA. The Companies Act, 2013 with Rules, 2014 become
applicable from 1st April, 2014. Since the Companies Act, 2013 was new;
we were not accustomed to Act so the company filed E-forms delayed with
MCA authority. Our intention is never disobey any regulations and
provisions. However; the Company would ensure in future compliance of
the requisite provisions and take all precaution in this regards. The
Company will make an application for Condonation of delay of E-forms as
required under Companies Act, 2013 which E-forms has not been filed
with MCA authority
Internal Auditors
M/s S.N. Katdare & Co, Chartered Accountants performs the duties of
internal auditors of the company and their report is reviewed by the
audit committee from time to time.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure B".
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conversation of energy, technology adsorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure C".
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not fall in the criteria mentioned under Section 135
of the Companies Act, 2013 for applicability of the provisions of
Corporate Social Responsibility. Hence, your Company is not required to
constitute CSR Committee and to comply with other provisions of Section
135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013.
All material related party transactions that were entered into during
the financial year were 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 with Promoters,
Directors, Key Managerial Personnel or other designated persons which
have a potential conflict with the interest of the Company at large.
Thus, disclosure in Form AOC-2 is not required.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
placed on the Company's website www.subhashsilkmills.com
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
DEMATERIALISATION OF SHARES:
The agreement with Central Depository Services (India) Limited (CDSL)
and National Securities Depository Limited (NSDL) for admitting the
Equity Shares of the Company in the depository mode still continues.
Many shareholders have already dematerialized their shares and Purvaa
Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer
agents of the Company for shares held in physical form as well as for
providing connectivity in a Depository Mode with both NSDL & CDSL.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
LIMITING
The Equity Shares of your Company are presently listed on the Bombay
Stock Exchange Ltd. And the Company has paid the annual listing fees
for the financial year 2015-2016.
WEBSITE OF THE COMPANY
The Company maintains a website www.subhashsilkmills.com where detailed
information of the company and its products are provided
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT. 2013
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 employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in
advance. The prescribed particulars,, of Conservation of Energy,
Technology Absorption do not apply to your Company. There are no
foreign exchange earnings & outgo during the year under report.
ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and
therefore your directors wish to place on record their sincere
appreciation for the support and co-operation received from Employees,
Dealers, Suppliers, Central, and State Governments, bankers, and others
associated with the Company.
Your Directors wish to thanks the banks, financial institutions,
shareholders and business associates for their continued support and
cooperation.
We look forward to receiving the continued patronage from all quarters
to become a better and stronger company.
CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax, regime,
other statues, market forces and other associated and individual
factors mar however lead to variation in actual results. Readers are
cautioned not to place undue reliance on the forward looking
statements.
For and on behalf of the Board
For Subhash Silk Mills Limited
Dhiraj Mehra
DIN:01409010
Place: Mumbai
Dated: 6th August, 2015
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