Dear Members,
Your Directors are pleased to present the 30th Annual Report on the business
and operations of the company (SDGIL) together with the Audited Financial Statements for
the financial year ended March 31, 2024.
1. CORPORATE OVERVIEW AND GENERAL INFORMATION
Founded in 1994 as Victory Paper and Boards (India) Limited promoted by Anna Group, the
industrial leaders for more than 50 years in south India. During the year 2017-18, the
company has taken over by the present management. The company has started Aluminium
roofing sheet production during the year 2018-19. In addition, Company has acquired a
fully operational textile Unit at Karur, Tamil Nadu, spanning 32.5 acres of land and 5.5
lakh sq.ft of Factory building. Commercial operations at this unit began in the 2019-20
financial year. To better reflect its current activities, the company changed its name to
Scoobee Day garments (India) Limited effective September 30, 2021.
Scoobee Day Garments (India) Limited now operates in two key segments: the
Manufacturing of apparels and readymade garments and Roofing solutions. The Company is
actively exploring new opportunities across India and is actively evaluating opportunities
in India.
2. FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS
The Audited Financial Statements of your Company as on 31st March, 2024 areprepared in
accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEB1 Listing Regulations") and the provisions of the Companies Act, 2013
("Act").
The summarized financial highlights are depicted below:
(Figures in lakhs)
| Particulars |
31.03.2024 |
31.03.2023 |
| Revenue from operations |
4021.21 |
5091.41 |
| Other Income |
779.20 |
188.00 |
| Total Income |
4099.13 |
5279.42 |
| Total expense before interest, depreciation and taxes |
3160.70 |
3896.12 |
| Profit/(Loss) before interest, depreciation and taxes |
938.43 |
1383.30 |
| Interest Expense |
286.16 |
356.59 |
| Profit/(Loss) before depreciation and taxes |
652.27 |
1026.70 |
| Depreciation expense |
247.03 |
242.94 |
| Profit/(Loss) before taxes |
405.22 |
783.76 |
| Tax |
|
|
| expense |
|
|
| Current |
30.83 |
' |
| Tax |
|
|
| Deferred Tax |
|
|
| Profit/(Loss) after tax |
374.39 |
783.76 |
The company during the year reported total income of Rs. 4099.13 lakhs as against Rs.
5279.42 lakhs in the previous year. The net profit after tax amounted to Rs. 374.39 lakhs
as against Rs. 783.76 lakhs in the previous year.
There are no material changes or commitments affecting the financial position of the
company between the end of the financial year and the date of this report.
There were no material events that had an impact on the affairs of your company. There
is no change in the nature of your Company's business during the year under review.
3. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2024 stood at Rs.13.50 Crore. There
was no change in the paid up share capital during the year under review. The Company does
not have any outstanding paid-up preference share capital as on the date of this Report.
During the year under review, the Company has neither issued any shares with differential
voting rights nor granted any Stock options or sweat equity or warrants.
2. DIVIDEND AND RESERVES
Considering the carried forward loss and the need to conserve resources, the Directors
consider it prudent not to recommend payment of any dividend to the members for the year
ended 31st March, 2024. During the year under review, the company has not transferred any
amount to any of the reserves maintained by the company and there were no amounts to be
transferred to the Investor Education and Protection Fund (IEPF) pursuant to the
provisions of Section 124 (5) of the Companies Act, 2013 (the Act).
3. CREDIT RATING
The long term credit rating of your company, as given by CRISIL Ratings Limited, was
stable as the ratings compared on previous on the bank facilities to CRISIL
‘BB-/Stable/CRISIL A4+' from ‘CRISIL and B+/Stable/CRISIL A4'.
4. FINANCIAL STATEMENTS
Your Company has consistently appliedapplicable accounting policies during the year
under review. The Management evaluates all recently issued or revised accounting standards
on an ongoing basis. The Company discloses standalone financial results on a quarterly
basis which are subjected to limited review and publishes standalone audited financial
statements on an annual basis. There were no revisions made to the financial statements
during the year under review.
5. RELATED PARTY TRANSACTIONS
All transactions or arrangement entered into with the related parties for the year
under review were on arm's length basis and in the ordinary course of business. Hence the
provisions of Section 188 of the Companies Act, 2013 and the Rules Made thereunder are not
attracted. Accordingly, the disclosure of Related Party Transactions as required under
Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure C.
C. However certain related party transactions were considered as material in
accordance with the Company policy on materiality of related party transactions and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 for which approved by
shareholders at Annual General Meeting. The company has developed a framework through
Standard Operating Procedures for the purpose of identification and monitoring of such
Related Party Transactions.
All Related Party Transactions were placed before the Audit Committee and also before
the Board for their approval. Prior approval of the Audit Committee was obtained for the
transactions which were of a repetitive nature. The transactions entered into pursuant to
the approval so granted were reviewed and statements giving details of all related party
transactions were placed before the Audit Committee and the Board of Directors for their
approval on a quarterly basis.
All Related Party Transactions were placed before the Audit Committee as also to the
Board for approval. The policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company viz.,
http://scoobeedaygarments.com/kvpbil uploads /downloads/0311210508285. Policy on
Related Party Transactions.pdf.
The Members may refer to Note 30.5 to the Standalone Financial Statements which sets
out the related party disclosures as per the Indian Accounting Standards.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY.
During the year under Report, your company has not given directly or indirectly any
loanto any person or other body corporate or has given any guarantee or provide security
inconnection with a loan to any other body corporate or person and has not acquired by way
of subscription, purchase or otherwise, the securities of any other body corporate,
exceeding sixty percent of its paid-up share capital, free reserves and securities premium
account or one hundred per cent of its free reserves and securities premium account,
whichever is more as prescribed under section 186 of the Companies Act, 2013.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition
As on March 31, 2024, the Board of Directors of the Company comprises of Six Directors,
of which one Executive and five are Non- Executive Directors, which includes, three
Independent Directors. The composition of the Board of Directors is in compliance with the
provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.
All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulation 16
(1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing
Regulations, Independent Directors have confirmed that they are not aware of any
circumstances or situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties.
All the Directors have also affirmed that they have complied with the Company's Code of
Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies of the Directors in the
context of the Company's businesses, which are detailed in the Report on Corporate
Governance. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs.
In the view of the Board, all the directors possess the requisite skills, expertise,
integrity, competence, as well as experience considered to be vital for business
growth.The detailed analysis of various skills, qualifications and attributes as required
and available with the Board has been presented in the Corporate Governance Report.
As per the provisions of Section 203 of the Act, following are the Key Managerial
Personnel of the Company as on the date of this Report:
1. Mr. K L V Narayanan -Managing director
2. Mrs. Zaphia Fareed- Chief Financial Officer, and
3. Mrs. Alphonsa Jose - Company Secretary and Compliance Officer
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Dony Dominic (DIN: 03588411), Non-Executive Director
retires by rotation at the ensuing Annual General Meeting ("AGM") and being
eligible offers himself for reappointment.
10. DIRECTORS' RESPONSIBILITYSTATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirms that:
a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
b) the Directors have selected such accounting policies and applied themconsistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets 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) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
11. ANNUAL PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the Board level is
pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy
of the Companyempowers the Board to formulate a process for effective evaluation of the
performance of individual directors, Committees of the Boardand the Board as a whole
pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule 11 to the
Listing Regulations.
The Board has carried out the annual performance evaluation of its own performance, of
Committees of the Board and of the Directors individually. A structured questionnaire was
prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specified duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of Independent
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company.
The Independent Directors of the Company met on August 12, 2023, without the presence
of Non- Independent Directors and members of the management to review the performance of
Non- Independent Directors and the Board of Directors as a whole; review the performance
of the Managing Director of the Company and to assess the quality, quantity and timeliness
of flow of information between the management and the Board of Directors. The performance
evaluation of the Independent Directors was carried out by the entire Board. The Directors
expressed their satisfaction with the evaluation process.
Dedicated time was reserved for Board feedback on the agenda. Board interaction between
meetings was stepped up through Board calls on various topics. Specific items were also
added in the Board agenda from a governance perspective.
12. POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE
The Board of Directors have framed a Nomination and Remuneration policy which lays down
a framework for determining the qualifications, positive attributes,Independence of a
Director and the policy on remuneration of Directors, Key Managerial Personnel, Senior
Management Employees including functional heads and other employees. The Nomination and
Remuneration Policy is available on the website of the company in the web link:
http://scoobeedaygarments.com/kvpbil uploads /downloads/0311210508044. Nomination Rem
uneration and Evaluation Policy.pdf.
The policy lays emphasis on the importance of diversity within the Board, encourages
diversity of thought, experience, background, knowledge, ethnicity, perspective, age and
gender at the time of appointment.
The Nomination and Remuneration policy is directed towards rewarding performance, based
on achievement of goals. It is aimed at attracting and retaining high calibre talent.
The salient features of the Nomination and Remuneration policy are as follows:
a. The policy has been framed in accordance with the relevant provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
b. The policy spells out the criteria for determining qualifications, positive
attributes, and independence of a Director and the remuneration of Directors, Key
Managerial Personnel and Senior Management including functional heads.
c. The Committee has the discretion to decide whether qualification, expertise and
experience possessed by a person aresufficient/ satisfactory for the concerned position.
d. No Independent Director shall hold office for more than two consecutive terms of
maximum 5 years each. In the event the sameperson is to be appointed as an Independent
Director after two consecutive terms of five years, a cooling period of 3 years is
required to be fulfilled.
e. The Director, KMP and Senior Management shall retire as per the applicable
provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board
will have the discretion to retain the Director, KMP, Senior Management in the same
position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
f. The remuneration/ commission shall be in accordance with the statutory provisions of
the Companies Act, 2013 and the rules made thereunder for the time being in force.
g. Deviations on elements of this policyin extraordinary circumstances, when deemed
necessary in the interests of the Company, will be made if there are specific reasons to
do so in an individual case.
h. In case of any amendment(s), clarification(s), circular(s) etc. issued by the
relevant authorities, not being consistent with the provisions laid down under this
Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the
provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy
accordingly.
13. MEETINGS OF THE BOARD AND ITS COMMITTEES.
The Board met five times during the year under review and has accepted all
recommendations made to it by its various committees.
The details of the number of meetings of the Board held during the Financial Year 2023-
24 and the attendance of Directors formspart of the Report on Corporate Governance.
14. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31, 2023:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Committee of Directors (Stakeholders' Relationship Committee)
d) Corporate Social Responsibility Committee
The details of the Committees of the Board along with their composition, number of
meetings and attendance at the meetings are provided in the
Corporate Governance Report forming part of this Annual Report FY 2023-24.
15. AUDITORS & REPORTS OF THE AUDITORS
a) Statuto ry Audito r
Mr. Anil K Nayar, Chartered Accountant ( M. No. 202070), Kochi was appointed as
Statutory Auditor of the Company for a period of five consecutive years at the 25th
Annual General Meeting ("AGM") of the Company to hold office till the conclusion
of the 30th AGM (this AGM) at a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditor.
The Board proposes to appoint M/s Varma and Varma, Chartered Accountants, (FRN:
004532S) Daiwik Arcade, Thiruvambady Road, Punkunnam, Thrissur - 680002 as the Statutory
Auditors of the company for a period of 5 years from the conclusion of the ensuing Annual
General Meeting until the conclusion of the 35th Annual General Meeting of the
Company, i.e at the Financial Year 2028-29 on such remuneration as may be mutually decided
from time to time. M/s Varma and Varma, Chartered Accountants has given their consent to
act as Statutory Auditors of the Company and have confirmed that the said appointment if
made will be in accordance with the conditions prescribed under Sections 139 and 141 of
the Act.
The Statutory Audit Report forms part of the Annual Report. There is no qualification,
disclaimer, reservation or adverse remark made by the Statutory Auditor in Auditor's
Report. There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
The company was not required to maintain cost records as prescribed under Sub- section
(1) of Section 148 of the Companies Act,2013.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the
Company had appointed M/s CaesarPintoJohn & Associates LLP, Company Secretaries to
undertake the Secretarial Auditof the Company for the FY 2023-24, based on consent
received from M/s CaesarPintoJohn & Associates LLP, Company Secretaries. The
Secretarial Audit Report is annexed as Annexure ‘A' and forms an integral part
of this Report.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of
the Company is uploaded on the website of the company http://scoobeedaygarments.com/kvpbil
upl oads/finance/300524042314Annual Secreta rial Compliance Report 31.03.2024.pdf.
The Secretarial Audit Report and Secretarial Compliance Report for FY 2023-24, do not
contain any qualification, reservation, or adverse remark.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
Internal Financial Control and Risk Management are integral to the Company's strategy
and for the achievement of the longterm goals. Company's success as an organisation
depends on its ability to identify and leverage the opportunities while managing the
risks. In the opinion of the Board, the Company has robust internal financial controls
which are adequate and effective during the year under review.
Your Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is strong and commensurate with its size, scale and
complexities of operations.
M/s. Nimmy Michael & Associates, Chartered Accountants, Ernakulam was the Internal
Auditors of the Company for the financial year 2023-24.
Business risks and mitigation plans are reviewed and the internal audit processes
include evaluation of all critical and high risk areas. Critical functions are reviewed
rigorously, and the reports are shared with the Management for timely corrective actions,
if any. The major focus of internal audit is to review business risks, test and review
controls, assess business processes besides benchmarking controls with best practices in
the industry.
The Audit committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and also appraised of the internal
auditfindings and corrective actions. The Audit Committee of the Board of Directors,
Statutory Auditors and Business Heads are periodically apprised of the internal audit
findings and corrective actions.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and also apprised of the internal audit
findings and corrective actions. The Audit Committee of the Board of Directors, Statutory
Auditors and Business Heads are periodically apprised of the internal audit findings and
corrective actions.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY.
Your Company is focused to ensure that ethics continue to be the bedrock of its
corporate operations. It is committed to conducting its business in accordance with the
highest standards of professionalism and ethical conduct in line with the best governance
practices. The Company has a Whistle blower Policy in compliance with the provisions of
Section 177(10) of the Act and Regulation 22 of the Listing Regulations.
The Policy also provides adequate protection to the Directors, employees and business
associates who report unethical practices and irregularities. The Policy provides details
for direct access to the Chairman of the Audit Committee. Any incidents that are reported
are investigated and suitable action is taken in line with the Whistle Blower Policy.
The vigil mechanism/ Whistle Blower is disclosed in the website of the company viz http://scoobeedaygarments.com/kvpbil
uploads /downloads/0311210506182. Wistle Blower po licy and vigil mechanism.pdf.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company has set up corporate social responsibility Committee in pursuance of the
provisions of section 135 and Rules thereto and schedule VII of the Companies Act, 2013.
The Corporate Social Responsibility Committee had constituted on 11.08.2023 with the
following members:-
Mr. K L V Narayanan -Chairman
Mr. Dony Dominic - Member
Mr. Satheesh Kumar Gopa Kumar - Member
A Corporate Social Responsibility Policy in line with Section 135 and Schedule VII of
the Companies Act, 2013 has been framed which includes activities to be undertaken by the
Company as specified in Schedule VII and hasbeen approved by the Board.
CSR Committee recommends the amount of expenditure to be incurred on the activities and
monitors the Corporate Social Responsibility Policy of the Company from time to time.
As a responsible company, Scoobee Day Garments firmly believes in contributing actively
for the social welfare of people in Kizhakkambalam Panchayath. The CSR Policy is disclosed
in the website of the company as approved by the Board of Directors on 11.08.2023, http://scoobeedaygarments.com/kvpbil
uploads /downloads/190823101113Scoobeeday CSR Pol icy.pdf.
CSR Applicability Rs. in 000's
| Financial Year |
2022-23 |
2021-22 |
2020-21 |
| Net Profit |
78,376.34 |
35,278.30 |
(44,464.82) |
| Average Net Profit of 3 Preceding F.y |
23,063.27 |
| Amount Required to be spent by the company during the FY 2023-24 |
461.27 |
| Amount paid |
475.00 |
| Nature of CSR Activity (non-profit charitable organisation) and
Donation to Armed Force |
Donation to Twenty20 |
During the year 2023-24 company has paid Rs.475000/- (Rupees Four Lakh Sixty Five
Thousand Only) for CSR Expense to Twenty 20 Association, Kizhakkambalam, as donation for
rural development projects and Donation to Armed Force.
19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013.
In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder,
the Company has formulated and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of women at theworkplace.
The Company is committed to providing a safe and conducive work environment to all its
employees and associates. All women employees whether permanent, temporary or contractual
are covered under the above policy. An Internal Complaints Committee (ICC) has been set up
in compliance with the POSH Act. During the year under review, no complaints were reported
to the Board.
The said policy has been uploaded on the website portal of the Company for information
of all employees atm http://scoobeedaygarments.com/kvpbil upload
s/downloads/080624035059Sexual Harassme nt Policy.pdf.
20. MANAGEMENT DISCUSSION ANDANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations is provided in a separate section and forms an
integral part of this Report as Annexure F.
21. CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule Vof the Listing Regulations, a separate
section on corporate governance practices followed by the Company, together with a
certificate from the Company's Auditors confirming compliance forms an integral part of
this Report as
Annexure G.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
23. COMPLIANCE WITH
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
24. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules, 2014, certified copy of Annual Return as at March
31,2023 will be hosted on the website of the company after filing with ROC in the
following web link
http://scoobeedaygarments.com/investors.p hp.
25. STATEMENT OF DECLARATION GIVEN
BY INDEPENDENT DIRECTORS.
All the Independent Directors have given a declaration that they meet the criteria of
independence as laid down under Section 149 of the Act. In the opinion of the Board, all
the Independent Directors possess the integrity, expertise and experience including the
proficiency required to be Independent Directors of the Company, fulfill the conditions of
independence as specified in the Act and are independent of the management and have also
complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.
The Company has received declaration from Independent Directors in accordance with Section
149(7) of the Act, that he meets the criteria of independence as laid out in Section
149(6) of the Act.
The Board of Directors is of the opinion that all the Independent Directors meet the
criteria regarding integrity, expertise, experience and proficiency. In terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by the Indian Institute of Corporate
Affairs ("IICA")
26. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company, from time to time, familiarizes its Independent Directors with their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, its products etc. and updates them
through various programme on changes / developments in the corporate and industry scenario
including those pertaining to statutes / legislation and on matters affectingthe Company,
to enable them to take well informed decision and discharge their duties and
responsibilities in an efficient manner and to contribute significantly towards the growth
of the Company.
Further, all Independent Directors are taken through a detailed induction and
familiarization programme at the time of their appointment on the Board of the Company.
The induction programme is an exhaustive one that covers the history, culture, background
of the Company and its growth over the last several decades, various milestones in the
Company's existence since its incorporation, the present structure and an overview of the
businesses and functions.
The detail of familiarization programme is disclosed on the website of the Company and
is available at
http://scoobeedaygarments.com/kvpbil uploads/ downloads/200223014909Familarization
Progra mme and status.pdf
27. MANAGERIAL REMUNERATION
The Remuneration Policy for selection of Directors and determining their independence
sets out the guiding principles for the Nomination and Remuneration Committee for
identifying the persons who are qualified to become the Directors. YourCompany's
Remuneration Policy is directed towards rewarding performance based onreview of
achievements. None of the employees employed throughout the financial year is in receipt
of remuneration of Rs.1 Crore and Two lakhs in aggregate or more and none of the employees
employed for part of the year are in receipt of Rs. Eight Lakhs and Fifty Thousand per
month or more as specified under Rule 5(2) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("Rules") forms part of the Corporate Governance Report and is annexed to this
Report as Annexure G.
The statement containing names of top ten employees in terms of remuneration drawnand
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members.
Your Company's policy on directors' appointment and remuneration and other matters
("Remuneration Policy") pursuant tothe provisions of Section 178(3) of the Act
is available on the website of your Company at: http://scoobeedaygarments.com/kvpbil
upload s/downloads/0311210508044. Nomination Re muneration and Evaluation Policy.pdf.
28. RISK MANAGEMENT POLICY
The Board of directors review/assess the risk profile of the company on a continual
basis with respect to its current business environment. The Audit Committee has additional
oversight in the area of financialrisks and controls.
29. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES
There are no companies which have ceased to be its Subsidiaries, joint ventures or
associate companies during the year under review.
30. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued Sweat Equity Shares during the year under review and hence
the disclosure as required under Section 54 read with rule 8(13) of Companies (Share
Capital and Debentures) Rules, 2014 is not required to be made.
31. STATUTORY INFORMATION AND OTHER DISCLOSURES
(a) The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule
8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure B and formsan integral
part of this Report.
(c) The Company has not accepted any deposits, within the meaning of Section 73 of the
Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.
(d) There were no frauds committed against the Company during FY 2023-24 by its
officers or employees which are required to be disclosed as per Section 143(12) of the
Companies Act, 2013.
(e) The provisions of section 148(1) of the Companies Act, 2013 are not applicable to
the Company and accordingly the Company was not required to maintain cost accounts and
records in respect of the applicable products for the year ended March 31, 2024.
32. ACKNOWLEDGEMENT
Your Directors thank the Government of India, the State Governments, and various
regulatory authorities for their co-operation and support to facilitate ease in doing
business.
Your Directors also wish to thank itscustomers, business associates, distributors,
suppliers, investors and bankers for their continued support and faith reposed in the
Company.
Your Directors wish to place on record deep appreciation, for the contribution made by
the employees at all levels for their hard work, commitment and dedication towards the
Company. Their enthusiasm and untiring efforts have enabled the Company to scale new
heights.
For and on behalf of the Board of Directors of Scoobee Day Garments (India) Limited
| Sd/- |
Sd/- |
| K L V Narayanan |
Dony Dominic |
| Managing Director |
Director |
| DIN:01273573 |
DIN:03588411 |
| Place: Kizhakkambalam |
|
| Date: 12.08.2024 |
|
