Your Directors have pleasure in submitting their 33rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.
1. FINANCIAL RESULTS
The financial highlights of your Company for the financial year ended March 31, 2024 are summarized as follows:
(Amount in Lacs)
|
Particulars
|
2023-2024
|
2022-2023
|
|
Net Sales /Income from
|
|
|
|
Business Operations
|
7675.06
|
30343.37
|
|
Other Income
|
360.61
|
26.00
|
|
Total Income
|
8035.67
|
30369.37
|
|
Less: Expenses
|
6067.45
|
31565.57
|
|
Total
|
1968.22
|
(1196.20)
|
|
Less: Interest
|
4.47
|
6.88
|
|
Profit before Depreciation
|
1963.75
|
(1203.08)
|
|
Less: Depreciation
|
834.74
|
915.04
|
|
Profit/Loss after depreciation and Interest
|
1129.01
|
(2118.12)
|
|
Add : Exceptional Items & Prior Period Exp
|
14275.85
|
|
|
Profit/Loss before Tax
|
15404.86
|
(2118.12)
|
|
Less: Current Income Tax
|
5.86
|
—
|
|
Less: Deferred Tax Liability / (Assets)
|
—
|
—
|
|
Net Profit / Loss after Tax
|
15399.00
|
(2118.12)
|
|
Other comprehensive Income/(Loss)
|
19.40
|
(21.94)
|
|
Total Comprehensive Income/(Loss) for the year (After tax)
|
15418.40
|
(2140.06)
|
|
Dividend (including Interim if any and final )
|
—
|
—
|
|
Net Profit after dividend and Tax
|
15418.40
|
(2140.06)
|
|
Amount transferred to General Reserve
|
—
|
|
|
Balance carried to Balance Sheet
|
15418.40
|
(2140.06)
|
|
Earnings per share (Basic)
|
4.47
|
(0.62)
|
|
Earnings per Share(Diluted)
|
4.47
|
(0.62)
|
2. DIVIDEND:
There is no recommendation of Dividend on the Equity Shares of the company for the financial year under review.
3. TRANSFER TO RESERVES:
The company has not transferred any amount to the reserves.
4. CHANGE IN NATURE OF BUSINESS :
During the year under review there is no change in the business of the Company.
5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
Your Directors wish to present the details of Business operations done during the year under review:
a. Performance:
During the year under review, the Company was engaged primarily in its job work activities. The performance of the company was improved mainly due to exceptional items which is showing gain on settlements of Loans under One Time Settlement (OTS) by the Assets Reconstruction Company (ARC).
The Company has earned profit during the year. The profit after tax of ' 15404.86 lacs as against a loss after tax of '2118.12 lacs in the previous year 2022-23. The turnover of the company was decreased from ' 30369.37 lacs as to ' 8035.67 lacs as compare to previous year 2022-23.
b. Marketing and Market environment:
Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue. Your Company work hard to meet the competition as well as to enable to maintain long standing business relationship.
c. Future Prospects including constraints affecting due to Government policies:
We expect the textile segments to turn favorable based on the various factors like macro economy condition and the Company is taking all necessary steps to take company forward.The company is also exploring the other opportunities of business in other areas or planning to explore business in Real Estate Sector and Construction activities.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
There have been no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial year and the date of this report.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.
8. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year ended March 31, 2024 as stipulated under Regulation 34(2) and (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.
9. conservation of energy, technology absorption, foreign exchange earnings and
OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure A” and is attached to this report.
10. RISK MANAGEMENT POLICY:
Risk management includes identifying all types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in accordance with the Listing Regulations, 2015.
The Risk Management Policy is available on: weblinkhttp://www.shekhawatiyarn.com/Companypolicies.html.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee. The member of the Committee are Mr. Mukesh Ramniranjan Ruia, Mr. Shweta Manoj Mundra and Mr. Sushil Kumar Poddar. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The CSR is not applicable to the company in view of earlier losses. The detailed CSR Policy is hosted on company's website weblinkhttp://www.shekhawatiyarn.com/ Companypolicies.html.
Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in “Annexure B” and forms part of this report.
12. disclosure under the sexual harassement of woman at workplace (prevention, prohibition and REDRESSAL) act, 2013:
The Company has been employing woman employees in various cadres within its office and factory premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress any complaints received and are monitored by woman line supervisors. All employees are covered under this policy. There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on March 31, 2024 for redressal.
13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shekhawativarn.com.
14. particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:
During the year under review the company has granted Loan under Section 186 of the Companies Act, 2013. The details of loan is mentioned in Note No. 44 of this Annual Report.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The Particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in “Annexure C” and is attached to this report. All related party transactions that were entered into during the year under report were on an arm's length basis and in ordinary course of business and were in compliance with applicable provisions of the Act and Listing Regulations.
The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblinkhttp:// www.shekhawatiyarn.com/Companypolicies.html.
16. AUDITORS REPORTS:
The Notes on Accounts and observation of the Auditor in the Reports on the accounts of the company are self explanatory and does not call for any further clarifications.
17. company’s policy relating to directors appointment, payment of remuneration and
DISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure D” and is attached to this report.
18. extract of annual return:
Pursuant to Section 92(3) of the Act and Rules framed thereunder, Draft Annual Return in form MGT-7 as on March 31, 2024 is available on the Company's website at www.shekhawatiyarn.com.
19. subsidiaries, joint ventures and associate companies:
The Company does not have any Subsidiary, Joint venture or Associate Company.
20. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
21. MEETINGS OF THE DIRECTORS:
The Board met 6 (Six) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the stock exchanges.
22. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement that:-
a) In the preparation of the annual accounts, applicable accounting standards have been followed with explanation for any material departures; if any
b) The directors had selected 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 and loss of the company for that period;
c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual accounts are prepared on a going concern basis;
e) Internal financial controls laid have been followed by the company and that such internal financial controls are adequate and are 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.
23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, following Directors were appointed/re-appointed and resigned in the Company. Appointment/Re-appointment:
1) As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ravi Sanjay Jogi (DIN:06646110) Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
2) As per the provision of Section 196, 197 & 203 of the Companies Act, 2013 Mukesh Ramniranjan Ruia (DIN : 00372083), Executive Director is re-appointed for the another term of 5 years as a Chairman & Managing Director
3) In compliance of Regulations 17(1A) of the SEBI (LODR) Regulation, 2015 as amended (“Listing Regulations”) Mr. Sushil Kumar Poddar has appointed on 30th September, 2019 for 5 years. His terms is expiring in the ensuing Annual General Meeting and re-appointment of him for another term of 5 years as he has attained the age of 75 years.
The Company has received a notice under section 160 of the companies act, 2013 as amended thereof from a member of a company proposing the candidature of Mr. Sushil Kumar Poddar (DIN No. 03605830) for the office of Director of the Company. As Mr. Sushil Kumar Poddar has cressed the age of 75 years his re-appointment can only be made by members approval at this Annual General Meeting by way of Special Resolution to fulfill the conditions of his appointment in compliance of Regulation to fulfill the conditions of his appointment in compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 as amended.
Attention of the member is invited to the relevant item in the Notice of the 33rd Annual General Meeting and explanatory statement thereto.
Resignations:
There was no resignation of the Director during the year under review.
Appointment / Resignations of the Key Managerial Personnel:
There was no appointment/resignation of the Key Managerial Personnel during the year under review. Pursuant to the provisions of section 203 of the Act, the KMP's of your company for financial year 2023-24 were Mr. Mukesh Ramniranjan Ruia, CMD, Mr. Ravi Sanjay Jogi, WTD, Mr. Suresh Chandra Gattani, CFO and Mrs. Meena Agal, Company Secretary & Compliance Officer of the Company.
Board Evaluation:
Pursuant to section 134 and 174 of the Act, and Regulation 17 and 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Committees. The Directors expressed their satisfaction with the evaluation process.
Familiarization Programme:
The Company have conducted presentation during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, performance update of the Company, global business environment, technology and the risk management system of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/Institution on above matters and freedom to interact with the management of the Company.
24. DECLARATION OF INDEPENDENT DIRECTORS:
The company has received necessary declaration from all Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as prescribed under Section 149(6) and (7) of the Companies Act, 2013, and Regulation 16 of Listing Regulations.
25. statement on integrity, expertise, and experience of independent directors:
The Company has received declaration from all the Independent Director regarding their Integrity, Expertise and Experience.
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE :
The Audit Committee consists of the following members as on March 31, 2024:
|
Sr. No.
|
Name of the Member
|
Designation
|
|
1
|
Mr. Sushil Kumar Poddar
|
Chairman
|
|
2
|
Mr. Mukesh Ramniranjan Ruia
|
Member
|
|
3
|
Mr. Shweta Mundra
|
Member
|
The above composition of the Audit Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.
27. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE :
The Nomination and Remuneration Committee consists of the following members as on March 31, 2024.
|
Sr. No.
|
Name of the Member
|
Designation
|
|
1
|
Mr. Sushil Kumar Poddar
|
Chairman
|
|
2
|
Mrs. Sudha Agarwal
|
Member
|
|
3
|
Mr. Shweta Mundra
|
Member
|
The above composition of the Nomination & Remuneration Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar, Mrs. Shweta Mundra and Mrs. Sudha Agarwal. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.
28. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE :
The Stakeholder Relationship Committee consists of the following members as on March 31, 2024.
|
Sr. No.
|
Name of the Member
|
Designation
|
|
1
|
Mr. Sushil Kumar Poddar
|
Chairman
|
|
2
|
Mr. Mukesh Ramniranjan Ruia
|
Member
|
|
3
|
Mr. Shweta Mundra
|
Member
|
The above composition of the Stakeholder Relationship Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra form Majority of the Committee. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.
29. DETAILS OF FRAUD AS PER AUDITOR REPORT
During the year under review, neither the statutory Auditor nor the secretarial auditor has reported to the audit committee, under section 143(2) of the companies Act, 2013, any instance of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board Report.
30. AUDITORS STATUTORY AUDITORS
M/s. Ajay Shobha & Co. Chartered Accountants is the Statutory Auditor of the company appointed in 29th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the financial year 2025.
M/s. Ajay Shobha & co. Chartered Accountants have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditor of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.
COST AUDITORS:
As per the requirements of Section 148 of the Act, read with the Companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have, based on the recommendations of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai (Membership No. M/26963) to audit the cost accounts of the Company for the F.Y. 2024-2025 on a remuneration to be fixed between the Board and Cost Auditor. As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as Item Number 5 of the Notice convening 33rd Annual General Meeting.
The Cost Audit Report, for the year ended March 31, 2023 was filed with the Central Government within prescribed time.
SECRETARIAL AUDITORS :
M/s. GMJ & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2023-24 forms part of the Annual Report as “Annexure E” to the Board Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except Delay in submission of related party disclosure to the exchange pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015.
INTERNAL AUDITORS:
M/s. Sunil Kudwa & Co., Chartered Accountants (Firm Registration No. 123657W) were appointed as Internal Auditors of the Company for the F.Y. 2023-2024.
Their appointment as an Internal Auditor for the Financial Year 2024-25 has been approved in the meeting of the Board of Directors held on May 7, 2024.
1. INTERNAL FINANCIAL CONTROL:
The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Company's Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present financial situation, and other recent developments.
2. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:
Your company had 141 employees as on March 31, 2024.
The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt in remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The details required as per Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure F” and forms part of the report.
33. SHARE CAPITAL AND CHANGES THEREIN:
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
b. SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The company has not issued equity shares with differential voting rights during the year under review.
c. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
d. BONUS SHARES:
No Bonus Shares were issued during the year under review.
e. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
34. CORPORATE GOVERNANCE REPORT:
Your Company has complied with the Corporate Governance requirements as per the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with a Certificate of Compliance from the Secretarial Auditors forms a part of this report.
35. COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING:
The Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
36. LISTING:
The equity shares continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fee for the Financial Year 2024-25 to BSE and NSE.
37. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.
As of March 31, 2024 the Board had 6 members, 2 of whom are executive directors, 4 are Non-Executive Independent Director. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.shekkhawatiyarn.com. We affirm that the remuneration paid to the directors is as per the Nomination and Remuneration Policy of the Company.
38. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers/lenders, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS For SHEKHAWATI POLY-YARN LIMITED
Sd/- Sd/-
Mukesh Ruia Ravi Jogi
Date : May 7, 2024 Chairman & Managing Director Whole - Time Director
Place : Mumbai (DIN : 00372083) (DIN : 06646110)
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