Dear Members,
Your Directors are pleased to present the 32nd Annual Report
on the business and operations of the company (Scoobee Day Garments (India) Limited)
together with the Audited Financial Statements for the financial year ended March 31,
2026("year under review").
1. CORPORATE OVERVIEW AND GENERAL INFORMATION
Scoobee Day Garments (India) Limited is a public limited company listed
on the Bombay Stock Exchange (BSE) under Scrip Code 531234. The Company was originally
incorporated on 9th August 1994 as Victory Paper and Boards (India) Limited under the
provisions of the Companies Act, 1956 and commenced business on 16th December
1994. Pursuant to the strategic transformation of its business operations, the name of the
Company was changed to Scoobee Day Garments (India) Limited with effect from 30 September
2021. The Company bears Corporate Identification Number (CIN) L27100KL1994PLC008083 and
its registered office is situated at Kizhakkambalam, Ernakulam, Kerala.
The Company is a part of the Anna Group, one of South India's
diversified industrial groups with over five decades of business excellence. Since the
change in management during 2017, the Company has undergone significant transformation by
expanding into high-growth manufacturing businesses and strengthening its operational
capabilities. It has successfully diversified from its legacy operations into two
principal business segments— Manufacturing of Garments and Readymade Apparels and
Roofing Solutions, catering to both domestic and international markets.
The Company's integrated garment manufacturing facility at Karur, Tamil
Nadu, is equipped with modern infrastructure and advanced manufacturing technology to
produce high-quality knitted garments, particularly baby wear and children's apparel,
conforming to stringent international quality standards. The Company places strong
emphasis on quality assurance, innovation, sustainability and timely delivery, enabling it
to build long-term relationships with global customers.
The Roofing Solutions Division manufactures and markets aluminium and
galvanized roofing sheets and allied accessories under established brands, providing
durable, reliable and cost-effective roofing solutions for residential, commercial and
industrial applications across India.
Your Company remains committed to sustainable growth, operational
excellence and value creation for all stakeholders. Supported by experienced leadership,
robust corporate governance practices and a customercentric approach, the Company
continues to focus on expanding its market presence, enhancing manufacturing efficiencies,
strengthening export opportunities and pursuing profitable long-term growth while
maintaining the highest standards of ethical business conduct.
FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS
A summary of your Company's financial results from continuing
operations for the FY2025-26 is as under:
| Particulars |
31.03.2026 |
31.03.2025 |
| Revenue from operations |
3,27,491.77 |
4,65,028.37 |
| Other Income |
7,289.07 |
6,041.59 |
| Total Income |
3,34,780.84 |
4,71,069.96 |
| Profit/ (Loss) before exceptional items and tax |
(73,777.28) |
5,487.51 |
| Exceptional Items |
- |
21,659.43 |
| Profit/(Loss) before taxes |
(73,777.28) |
27,146.94 |
| Total Tax Expense |
(18,653.05) |
8,048.72 |
| Profit/(Loss) for the year |
(55,124.23) |
19,098.52 |
The company during the year reported total income of Rs.3347.81 lakhs
as against Rs.4710.70 lakhs in the previous year. The net loss after tax amounted to Rs.
551.24 lakhs as against Rs. 190.98 lakhs in the previous year.
During the year under review, the Company successfully completed a
Rights Issue to augment its financial resources and meet its funding requirements.
Pursuant to the approval of the Board of Directors at its meeting held
on 27th March, 2025 and subject to the necessary statutory and regulatory
approvals, the Board approved the issuance of fully paid-up equity shares of face value of
Rs.10 each through a Rights Issue for an aggregate amount of up to Rs.4,050 lakhs.
Accordingly, the Company offered 45,00,000 fully paid-up equity shares
of face value Rs.10 each at an issue price of Rs.90 per share (including a share premium
of Rs.80 per share) on a rights basis, aggregating up to Rs.4,050 lakhs. The Rights Issue
was made to the eligible equity shareholders in the ratio of 1 (One) Rights Equity Share
for every 3 (Three) fully paid-up equity shares held as on the Record Date, i.e., Tuesday,
2 September 2025. The issue price was nine times the face value of the equity shares.
Cameo Corporate Services Limited was appointed as the Registrar to the
Issue, and Federal Bank Limited acted as the Banker to the Issue. The Rights Issue opened
on Friday, 12 September 2025 and, pursuant to an extension, closed on Friday, 10 October
2025 (original closing date being 19 September 2025). The last date for on-market
renunciation of Rights Entitlements was Tuesday, 16 September 2025.
The net proceeds of the Rights Issue were proposed to be utilised
primarily towards the adjustment of unsecured loans of the Promoters and the Promoter
Group entities against their Rights Entitlements amounting to Rs.3,037.04 lakhs, while the
balance amount of Rs.970.96 lakhs was earmarked for the Company's general corporate
purposes.
The Rights Issue received subscriptions for 34,20,028 equity shares,
representing an overall subscription of approximately 76% of the total issue size. The
Promoters, Mr. Boby Meckamkunnel Jacob and Mrs. Minni Boby Jacob, renounced their entire
Rights Entitlements in favour of Anna Aluminium Company Private Limited and another
Promoter Group entity, Kitex Limited.
Consequent to the Rights Issue, the shareholding of the Promoter and
Promoter Group increased from 1,01,23,454 equity shares (74.99%) before the issue to
1,34,97,938 equity shares (79.77%) after the allotment.
In accordance with the Letter of Offer dated 26 August 2025 and the
Basis of Allotment finalised in consultation with BSE Limited, the Designated Stock
Exchange, and the Registrar to the Issue, the Board of Directors, at its
meeting held on 16 October 2025, approved the allotment of 34,20,028
fully paid-up Equity Shares of face value Rs.10 each at an issue price of Rs.90 per share,
including a share premium of Rs.80 per share.
Consequent to the allotment, the paid-up equity share capital of the
Company increased from Rs.13,50,00,000 divided into 1,35,00,000 equity shares of Rs.10
each to Rs.16,92,00,280 divided into 1,69,20,028 equity shares of Rs. 10 each.
2. SHARE CAPITAL
As on March 31, 2026 Authorised Sharecapital of the company is
Rs.18,00,00,000 (Rupees Eighteen Crores), divided into 1,80,00,000 (One Crore Eighty
Lakhs) equity shares of Rs. 10/- each.
During the year under review, the company has allotted 34,20,028 fully
paid up equity shares at an issue price of Rs.90 per share, including a share premium of
Rs.80 per share.
As on March 31, 2026 the issued, subscribed and paid up equity share
capital of the company is Rs.16,92,00,280 divided into 1,69,20,028 equity shares of Rs. 10
each.
During the year under review, the Company has neither issued any shares
with differential shares voting rights nor sweat equity shares or warrants.
3. DIVIDEND AND RESERVES
In view of losses, the Board of Directors have expressed their
inability to recommend any dividend on the equity shares of the company for the Financial
Year ended March 31, 2026. The Board of Directors does not recommend to transfer any
amount to Reserves.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is available on the Company's website
at
http://scoobeedaygarments.com/kvpbil
uploads/downloads/03112105125915. Divided Distribution Policy . pdf.
4. CREDIT RATING
| Total Bank Loan Facilities Rated |
Rs.30.9 Crore |
| Long Term Rating |
Crisil BB-/Stable |
| Short Term Rating |
Crisil A4+ |
5. FINANCIAL STATEMENTS
Your Company has consistently applied applicable accounting policies
during the year under review. 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 results on an annual basis. There were no revisions made to
the financial statements during the year under review.
6. 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 underSection 134 (3) (h) of the Companies Act, 2013 in Form AOC 2
is enclosed as Annexure 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 beforethe Audit Committee and the Board of
Directors for their approval on a quarterlybasis.
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/030826011308Updated Related Party Transactio n Policy
29.05.2026.pdf.
The Members may refer to Note 32.5 to the Standalone Financial
Statements which sets out the related party disclosures as per the Indian Accounting
Standards.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY.
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to financial statements
forming part of the Annual Report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition
As on March 31, 2026, 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 FinancialOfficer, and
3. Mrs. Alphonsa Jose - Company Secretaryand 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 re-appointment.
10. DIRECTORS' RESPONSIBILITY STATEMENT
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, 2026, 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
them consistently 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, 2025
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 accordancewith the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detectingfraud 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 II 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, 2025,
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 Remuneration an d Evaluation Policy.pdf.
The Policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment and removal
of Directors, Key Managerial Personnel / Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of
Directors.
The Policy sets out a framework that assures fair and optimum
remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and
other employees such that the Company's business strategies, values, key priorities and
goals are in harmony with their aspirations. The Policy lays emphasis on the importance of
diversity within the Board, encourages diversity of thought, experience, background,
knowledge, ethnicity, perspective, age and gender are considered at the time of
appointment.
The Nomination, Remuneration and Board Diversity policy is directed
towards rewarding performance, based on achievement of goals. It is aimed at attracting
and retaining high calibre talent.
13. MEETINGS OF THE BOARD AND ITS COMMITTEES.
The Board met eight 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 2025-26 and the attendance of Directors forms part of the Report on
Corporate Governance.
14. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31,
2026:
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 2025-26.
15. AUDITORS & REPORTS OF THE AUDITORS Statutory Auditor
M/s Varma and Varma, Chartered Accountants, (FRN: 004532S) Daiwik
Arcade, Thiruvambady Road, Punkunnam, Thrissur - 680002 was appointed as Statutory Auditor
of the Company for a period of five consecutive years at the 30th Annual
General Meeting ("AGM") of the Company to hold office till the conclusion of 35th
Annual General Meeting at a remuneration mutually agreed upon by the Board of Directors
and the Statutory Auditor.
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.
During the year under review, there were no instances of fraud 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.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder and Regulation 24A of the Listing Regulations, the Company had appointed M/s
CaesarPintoJohn & Associates LLP, Company Secretaries holding Peer Review Certificate
No. 2148/2022 to undertake the Secretarial Audit of the Company for the FY2025-26. The
Secretarial Audit Report is annexed as Annexure ‘A' and forms an integral part of
this Report.
The Annual Secretarial Compliance Report of the Company as required
under Regulation 24A
of the Listing Regulations is uploaded on the website of the Company at
http: //scoobeedaygarments.com/kvpbil uploads/finance/300526033023SDGIL
ASCR 31.03.2026.pdf.
The Secretarial Audit Report and Secretarial Compliance Report for FY
2025-26, do not contain any qualification, reservation, or adverse remark.
16. INTERNAL FINANCIAL CONTROL SYIEVB AND ITS ADEQUACY
Internal Financial Control and Risk Management are integral to the
Company's strategy and for the achievement of the long- term goals. Company's success as
an organisation depends on its ability to identifyand 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, CharteredAccountants, Ernakulam
was the InternalAuditors of the Company for the financial year 2025-26.
Business risks and mitigation plans are reviewed and the internal audit
processes include evaluation of all critical and high risk areas. Critical functions are
reviewedrigorously, 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 areperiodically 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 policy and vigi l 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 theCompany 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 Policy.pdf .
CSR Applicability
Since the Company did not meet any criteria under section 135 of the
Companies Act, 2013, it was not obligated to contribute towards CSR activities during FY
2025-26. However, the Company is committed to build its CSR capabilities on a sustainable
basis and undertake CSR activities as and when the opportunity arises.
The Annual Report on Corporate Social Responsibility u/s 135 of the
Companies Act, 2013 is not required to be given as the Company was not required to
contribute towards CSR activities during FY 2025-26.
19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
In compliance with the 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 the
workplace.
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. The said policy has been
uploaded on the internal portal of the Company for information of all employees. An
Internal Complaints Committee has been set up in compliance with the POSH Act.
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. All womenemployees 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.
Details of complaints received during the year under review under POSH
Act are as under:
a. Number of complaints pending as on beginning of the financial year
(April 1, 2025): NIL
a. Number of complaints filed during the financial year: NIL
b. Number of complaints disposed of during the financial year: NIL
c. Number of complaints pending as on end of the financial year (March
31, 2026): NIL.
d. Number of complaints pending for more than ninety days: NA
The said policy has been uploaded on the website portal of the Company
for information of all employees at http://scoobeedaygarments.com/kvpbil
uploads/downloads/080624035059Sexual Harassment Policy.pdf .
20. MANAGEMENT DISCUSION AND ANALYSIS 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.
21. CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of 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.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has beenpassed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in future.
23. COMPLIANCE WITH SECRETARIALSTANDARDS.
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of CompanySecretaries 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 31,2026 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 adeclaration 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 IndependentDirectors 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 they meet 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 affecting the 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 Programme and s tatus.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 on
review 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 andRemuneration of Managerial Personnel) Rules, 2014
("Rules") forms part of the Corporate Governance Report and is annexed to this
Report.
The statement containing names of top ten employees in terms of
remuneration drawn and 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 isavailable on the website of your Company at:
http://scoobeedaygarments.com/kvpbil
uploads/downloads/0311210508044. Nomination Remuneration an d 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 ANDASSOCIATE 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
2025-26 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,
2026
(f) The company has complied with Maternity Benefit Act.
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 its customers, 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.
