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<dhhead>DIRECTOR'S REPORT</dhhead>
To The Members,
The Directors of your Company have pleasure in presenting their 42nd
Annual Report along with audited annual statements of Accounts for the financial year
ended on 31st March, 2023
FINANCIAL RESULTS
(Rs. in Lacs)
|
Financial Year ended 31-3-2023 |
Previous Year ended 31-3-2022 |
Turnover |
97 |
268 |
Profit/(Loss) before Depreciation |
319 |
169 |
Depreciation |
2 |
1 |
Profit/(Loss) before Tax |
317 |
168 |
Provision for Income Tax |
|
|
- Current Tax |
55 |
28 |
- Deferred Tax |
(1) |
(1) |
Profit/(Loss) after Tax |
261 |
141 |
Balance brought forward |
1333 |
1192 |
Balance carried forward |
1594 |
1333 |
OPERATIONS the manufacturing operations of the Company have come to a
stand still. But trading in yarn and Cotton and other continue in the year.
DIVIDEND
Your Directors are unable to recommend any Dividend on the Equity
Shares in view of the financial position of the Company.
DIRECTORS & KEYMANAGERIAL PERSON
One of your Director namely Smt. Susihla kotari retire by rotation at
the ensuring Annual General Meeting and being eligible, offer her selves for
re-appointment.The Board recommends their re-appointment in the ensuing Annual General
Meeting. During the year shri Ashok Kothari Managing Director and Chief Excutive officer
shri Anshul Kothari Director shri Bhopal Singh Choudhary Chief financial Officer Smt.
Anjali Jain Company Secretary acted as key Managerial person.
During the financial year under Revew shri Hanuman Pokharna DIN
031555927 Independent Director Resigned from the Board with efect from 6 Feb. 2023 Due to
Complete of his second Term your Directors place on Record his apperciation for the
Service Rendered by shri hanuman Pokharna during their tenure on Board Your Directors
further Inform the member that the member of the company at the previous Annual General
Meeting of the Company held on 23rd September 2022 approved the appoint ment of shri satya
Naryan Gaggar DIN No. 09697213 for first Term of Three year Commencing from 10-8-2022 by
Special Resolutions.
STATUROY AUDITOR
M/s. ABN & Co. Chartered Accountants, (Firm Registration No.
004447C) Charated Accountants, was appointed as Statutory Auditiors at 39th Annual General
Meeting of the Company to hold office for a period of 5 years from the conclusion of 39th
Annual General Meeting till the conclusion of 44th Annual General Meeting of the Company.
Accordingy, they have conduced Statutory Audit for the 2022-2023 and
shall continue to be Statutory Auditors for the Financial year 2023-2024 They have
confirmed their eligibilty to continue as Statutory Auditors of the Company for the
Finacial Year 2023-2024 under Section 141 of the Companies Act, 2013 and rules framed
there under.
The report of the Statutory Auditors along with notes to Schedules is
enclosed to this Report The observations made in the Auditiors Report are self-explanatory
and therefore do not call for any further comments. The Auditors have not reported any
incident of fraud in the Company for the year under review under section 143(2) of the
Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act 2013 read with the
Companies (Appointment and Remuneration of Managerial Personal ) Rule,2014,the Company had
appointed M/S R. K. Jain & Associates Company Secretaries a practicing secretaries
firm as the Secretarial Auditor of the Company for the year ending 31st march 2023,The
Report of Secretarial Audit as Annexure-1. The Report of Secretarial Audit does note
contain any qualification,reservation or adverse remark.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with The
Companies (Accounts) Rules 2014, the Company has appointed M/s A.L. Chechani & Co,
Chartered Accountants as the internal auditiros of the Company. The role of internal
auditors includes but not limited to review of internal audit observations and monitoring
of implementation of corrective actions required, reviewing of various policies and ensure
its proper implementation, reviewing of SOPs and there amendments, if any
MODERNISATION AND EXPANSION
Your Directors have pleasure to announce that Company is setup and
start a New plant of 60 Looms having Capicity production of 116 lac. Mtr. Denim fabric per
year at Initial stage and Trial Production expected in last Quarter of 2023-24 Your
Directors Have approved Capex Plan for Instalation of 60 Loom Setup of Denim fabric at
their Land at SPL-1 Rico Industrial Area. Bhilwara.
The approximate Cost of This Project will be 110 Crore Which is to be
funded by Term Loan Internal Accruals and Corporate Loans.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors inform the Members that your Company is not covered
within the scope of Section 135 of Companies Act. 2013 and the Rules framed thereunder.
However, your Directors endeavour to contribute to such causes as and when deem
appropriate.
NUMBER OF MEETINGS OF THE BOARD
The particulars of the meetings held during the year along with the
details regarding the meetings attended by the directors form part of the Corporate
Governance Report.
The composition of the Board and its comittees has also been given in
detail in the report on Corporate Governance
ANNUAL RETURN
Pursuant to Section 92 of the companies Act, 2013 read with Rule 12 of
The Companies (Management and administration) Rules 2014, the Extract of Annual Return is
attached as Annexure-II.
DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provision of Section 178 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement the Board of Directors on the recommendation of
Nomination and Remuneration Committee has framed a policy for the appointment of Directors
and Senior Management and their remuneration. The policy forms part of the Board Report as
Annexure-III.
ANNUAL EVALUATION BY THE BOARD
Pursant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing agreement the annual evaluation has been made by the Board of its own
performance, its committees and the individual directors The manner of evaluation is
mentioned in the Nomination and Remuneration policy which forms part of Board Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans Gurantees or Investments made in accordance with the
requiremnts covered under the provision of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.at appropriate Places.
PARTICUlARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year there was no material contracts or
arrangements entered into by the company with any of the related party.Your Directors draw
attention to the member to note no 27.2 to the financial statements which contain
particulars of transactions with related parties as per applicable provision of Companies
Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no Significant And material orders passed by the Regualtors
or courts during the year
RISK MANAGEMENT
Your Directors review the risks associated with the Company on a
regular basis, but considering meager operations of the Company there was negligible
exposure to business risks.
CORPORATE GOVERNANCE
Your company has complied with all the requirements of Corporate
Governance as required under Clause 49 of the Listing Agreement entered into with the
Stock Exchange, where the Company's shares are listed.
A comprehensive report on corporate Governance in this regard is made
part of this annual Report and a Certificate from the Statutory Auditors of your Company
i.e.M/S ABN & CO Charted Accountants regarding compliance of the conditions of the
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirments),2015 form part of Annual Report.
WHISTLE BLOWER POLICY
With the objective of pursuing the business in a fair and transparent
manner by adopting the highest standards of professionalism honesty, integrity, and
ethical behavior and to encourage and protect the employees who wish to raise and report
their genuine concerns about any unethical behaviour, actul or suspected fraud or
violation of Company's Code Of Conduct , the Company has adopted a Whistle Blower Policy.
The Company has adopted a framework whereby the indentify of the complainant is not
disclosed.
INTERNAL CONTROL SYSTEMS
The Company has an iternal control system commensurate with its size
and nature of business These systems provide a robust structure which in turns help in the
complying of various laws and statuts which automatically translates into Financial and
Operational Development of the Company.
The Company's Audit Committee reviews adherence to internal control
systems and legal compliances This committee reviews all quarterly and yearly results of
the Company and recommends the same to the Board for its approval.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be disclosed pursuant to Section 134(3) (m)
of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules,
2014 is given in Annexure -IV framing part of the Report.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. of the
employees is annexed as Annexure- V
Further your directors inform the members that pursuant to Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personals) Rules, 2014, no
employee is drawing remuneration in excess of the limits prescribed under the said
provision.
PUBLIC DEPOSIT
During the period under review your company has not accepted any public
deposit within the meaning of provisions of section 73 of the Companies Act,2013 read with
the Companies (Acceptance of Deposits)Rule,2014 and there is no outstanding Deposit due
for re-payment.
DIRECTOR'S RESPONSIBILITY STATEMENT
Prursuant to Section 134 (3) (c) of the Companies Act. 2013 the
Directors state that.
a) In the preparation of the Annual Accounts the applicable Accounting
Standards have been followed and no material departures have been made from the same
b) Appropriate Accounting Policies have been selected and applied
consistently and they have 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 on 31st
March. 2023 and of the Profit and Loss of Company for the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the asets of the company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that financial
controls were adequate and were operating effectively.
f) systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
DISCLOSURE OF ACCOUNTING TREATMENT :
The Company has followed the guidelines of Accounting
Standards/INDAS laid down by the institute of Chartered Accountant of india in
preparation of Financial statement
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
financial year under review: i. Issue of equity shares with differential rights as to
dividend, voting or otherwise. ii. Issue of shares(including sweat equity shares) to
employees of the company under any scheme save and except ESOS referred to in this report.
iii.No amount has been transferred to General Reserves during the year. iv.There is no
change in the nature of business of the Company. v. There were no frauds found which have
been reported to the Audit Committee/Board members as well as to the Central Government.
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and assistance extended by the
stakeholders' bankers, Central Government & State Government including various other
authorities. The Board also takes this Opportunity to express its deep gratitude for the
continued co-operation and support received from its valued shareholders.
|
for and on behalf of the Board |
|
s/d |
Place : Bhilwara |
Ashok Kumar Kothari |
Date : 23rd May 2023 |
Managing Director & CEO |
|
DIN-00132801 |