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सुभाष सिल्क मिल्स निदेशकों की रिपोर्ट, सुभाष सिल्क मिल्स निर्देशकों द्वारा रिपोर्ट

सुभाष सिल्क मिल्स

बीएसई: 530231  |  NSE: N.A  |  ISIN: INE690D01014  |  Textiles - Weaving

खोजें सुभाष सिल्क मिल्स कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors hereby present the 45th Annual Report along with the
 Audited Accounts of the Company for the year ended 31st March, 2015.
 
 FINANCIAL HIGHLIGHTS OF PERFORMANCE:
 
 The financial performance of the Company for the year ended on 31st
 March, 2015 is summarized as under:
 
                                                   (Amount in Rs. Lakhs)
 
                                                        Consolidated
 
 PartiCUlarS                                   2014-2015       2013-2014
 
 Income from Operations                          15.23           12.73
 
 Add: Other Income                               158.06          1059.26
 
 Profit before Interest, Depreciation            25.55           942.36
 and Taxes
 
 Less : Finance Cost                             0.56            0.92
 
 Profit before Depreciation and Taxes            24.99           941.44
 
 Less : Depreciation                             80.57           37.06
 
 Profit Before Taxes                             (55.58)         904.38
 
 Less : Provision for Current Taxation           0               315.00
 
 Less: Provision for Deferred Taxation           0               0
 
 Less: Taxes in respect of earlier years         0               0
 
 Profit/ Loss after Taxes                        (55.58)         589.38
 
 
 AMOUNT CARRIED FORWARD TO RESERVES:
 
 Your Company has not transferred any amount to its reserves.
 
 PERFORMANCE REVIEW
 
 The Company''s total income increased to Rs.12.73 lakhs from Rs.15.23
 lakhs and profit / (loss) after tax to loss of Rs.55.58 lakhs from
 profit of Rs589.38 Lakhs in the previous year. Trading in debt papers
 and development of retail clients like PF/Pension/Gratuity trust etc.
 has continued to yield good results.  The Company''s property at Khopoli
 has been fully leased out. The said warehousing contracts have yielded
 an income of Rs.158.05 Lakhs (P.Y. Rs.197.54 Lakhs) in the current year
 under review.
 
 Your Company has made sale of Readymade Garments to the service sector
 and of fabrics to various traders. Sales for the financial year have
 been Rs.12.73 Lakhs.
 
 DIVIDEND
 
 Your Directors do not recommend any Dividend for the year ended
 31stMarch, 2015.
 
 CHANGES IN THE NATURE OF BUSINESS:
 
 There were no changes in the nature of business during the year ended
 31st March, 2015.
 
 SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
 TRIBUNALS.
 
 There were no significance and material orders passed by regulators or
 courts or tribunals impacting the going concern status and company
 operations in future. There were no material changes and commitments
 affecting the financial position of the company occurring between March
 31, 2015 and the date of this Report of the Directors.
 
 SUBSIDIARIES. JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
 
 The Company has no subsidiaries, joint ventures or associated companies
 therefore disclosures in this regards are not provided in this report.
 
 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Your Company did not have any funds lying unpaid or unclaimed for a
 period of seven years. Therefore there were no funds which were
 required to be transferred to Investor Education and Protection Fund
 (IEPF).
 
 DISCLOSURE OF VARIOUS POLICIES:
 
 The Board has approved various policies in their meeting so that the
 Committees work effectively and in accordance with the provisions as
 stipulated in the Policies. Various policies as approved by the Board
 are posted in the Website of the Company.
 
 Remuneration Policy
 
 The Board has, on the recommendation of the Appointment & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The Remuneration Policy is
 posted in the Website of the Company.
 
 Vigil Mechanism / Whistle Blower Policy
 
 In order to ensure that the activities of the company and its employees
 are conducted in a fair and transparent manner by adoption of highest
 standards of professionalism, honesty, integrity and ethical behaviour
 the company has adopted a vigil mechanism policy. The aim of the policy
 is to provide adequate safeguards against victimization of whistle
 blower who avails of the mechanism and also provide direct access to
 the Chairman of the Audit Committee, in appropriate or exceptional
 cases.  Accordingly, ''Whistle Blower Policy'' has been formulated with a
 view to provide a mechanism for the Directors and employees of the
 Company to approach the Ethics Counsellor or the Chairman of the Audit
 Committee of the Company.
 
 The purpose of this policy is to provide a framework to promote
 responsible and secure whistle blowing. It protects employees willing
 to raise a concern about serious irregularities within the Company.
 
 This policy posted on the company''s website www.subhashsilkmills.com
 
 EMPLOYEE''S STOCK OPTION SCHEME
 
 During the year under the Review, there was no employee''s stock option
 given.
 
 FIXED DEPOSITS
 
 The Company has no public deposits as of date and will not accept any
 deposits without prior approval of the Statutory Authorities concerned.
 
 CORPORATE GOVERNANCE
 
 A detailed Report on Corporate Governance forms part of this Annual
 Report. The Auditors'' certificate on compliance with Corporate
 Governance requirements by the company is attached to the Report on
 Corporate Governance.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A detailed review on the operations and performance of the Company and
 its business is given in the Management Discussion and Analysis, which
 forms a part of this report.
 
 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
 
 The company has not given any loans or guarantees covered under the
 provisions of section 186 of the Companies Act, 2013. The details of
 the investments made by company are given in the notes to the financial
 statements.
 
 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
 
 The Company has adequate system of internal control to safeguard and
 protect from loss, unauthorised use or disposition of its assets. All
 the transactions are probably authorised, recorded and reported to the
 Management. The Company is following all the applicable Accounting
 Standards for properly maintaining the books of accounts and reporting
 financial statements. The internal auditor of the company checks and
 verifies the internal control and monitors them in accordance with
 policy adopted by the company. The company continues to ensure proper
 and adequate systems and procedures commensurate with its size and
 nature of its business.
 
 DIRECTORS
 
 Mr. Dhiraj S. Mehra (DIN No. 01409010) .Director shall retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer himself for re-appointment. Your Directors recommend his re
 appointment.
 
 During the year under review, Members approved appointment Mrs. Nameeta
 Mehra as a Director of the Company, Mr. Anant Ajaypat Singhania (DIN
 No. 00019992), Mr. Radhemohan Ramgopal Malhotra (DIN No. 01874316) and
 Mr. Lavkumar Kidarnath Vadehra (DIN No. 01936360) as Independent
 Directors of the Company in 44th Annual General Meeting held on 25th
 September, 2014.These Independent Directors are not liable to retire by
 rotation.
 
 DETAILS KEY MANAGERIAL PERSONNEL:
 
 The following three persons were formally appointed/ designated as Key
 Managerial Personnel of the Company in compliance with provisions of
 Section 203 of the Companies Act, 2013.
 
 1. Mr. Dhiraj Subhash Mehra - Managing Director
 
 2. Mrs. Priyanka Mankame - Chief Financial Officer
 
 Mrs. Priyanka Mankame, is formally designated as Chief Financial
 Officer w.e.f. 11th February, 2015.  Pursuant to section 203 of the
 Companies Act, 2013 read along with rule 8 of Companies (Appointment
 and Remuneration) Rules, 2014, it is mandatory to appoint Company
 Secretary if paid up share capital of the Company is more than 5
 crores. Since our Company''s paid up capital is less than 5 crores, so
 requirement for appointment Company Secretary is not mandatory.
 
 DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION
 149:
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet the criteria of
 independence as prescribed in Section 149(6) of the Companies Act, 2013
 and clause 49 of the Listing Agreement.
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchange, the information on the particulars of the Directors proposed
 for appointment/ re-appointment has been given in the Notice of the
 Annual General Meeting.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an evaluation of its
 own performance, the directors individually as well as the evaluation
 of the working of its Audit, Appointment & Remuneration Committees. The
 manner in which the evaluation has been carried out has been explained
 in the Corporate Governance Report.
 
 AUDIT COMMITTEE
 
 The Audit Committee during the year consisted of 3 member. During the
 year four Audit Committee Meetings were convened and held on 30th May,
 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.
 
 More details on the committee are given in corporate governance Report.
 
 BOARD MEETINGS
 
 During the year four Board Meetings were convened and held on 30th May,
 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015.
 
 The details of which are given in the Corporate Governance Report. The
 intervening gap between the Meetings was within the period prescribed
 under the Companies Act, 2013.
 
 NOMINATION AND REMUNERATION COMMITTEE:
 
 During the year Three Meetings were convened and held on 30th May,
 2014, 04th August, 2014, and 11th February, 2015.
 
 The Board has re-constituted its committee which comprises of 3
 members; more details on the committee are given in Corporate
 Governance Report.
 
 STAKEHOLDER RELATIONSHIP COMMITTEE:
 
 The Board has re-constituted /change in nomenclature of Stakeholders
 and Relationship Committee'' which comprises of 3 members; more details
 on the committee are given in Corporate Governance Report.
 
 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:
 
 In order to prevent sexual harassment of women at work place the
 Company has adopted a policy for prevention of Sexual Harassment of
 Women at workplace and has set up Committee for implementation of said
 policy under the Sexual Harassment of Women at Workplace (Prevention,
 Prohibition and Redressal) Act, 2013 and during the year Company has
 not received any complaint of such harassment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors acknowledges the responsibility for ensuring
 compliance with the provisions of section 134(3)(c) read with section
 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
 listing agreement with Stock Exchanges in the preparation of the annual
 accounts for the year ended on March 31,2015 and state that:
 
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures, if any;
 
 ii. the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit t of
 the Company for that period;
 
 iii. the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 iv.  the directors have prepared the annual accounts on a going concern
 basis;
 
 v.  the directors have laid down proper internal financial controls to
 be followed by the Company and they were adequate and are operating
 effectively; and
 
 vi. the directors have devised proper system to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 PARTICULARS OF EMPLOYEES
 
 The information required pursuant to Section 197 read with Rule, 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 in respect of employees of the company is as follows:
 
 The company has three Executive Director. Further sitting fee of
 Rs.5,000/- each has been paid to the three independent directors during
 the year.
 
 The particulars of the employees who are covered by the provisions
 contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014 are:
 
 Employed throughout the year  Nil
 
 Employed for part of the year Nil
 
 The remuneration paid to all key management personnel was in accordance
 with remuneration policy adopted by the company.
 
 In terms of Section 136 of the Act, the reports and accounts are being
 sent to the members and others entitled thereto, excluding the
 information on employees'' particulars which is available for inspection
 by the members at the Registered office of the company during business
 hours on working days of the company up to the date of ensuing Annual
 General Meeting. If any member is interested in inspecting the same,
 such member may write to the Chief Financier officer in advance.
 
 AUDITORS
 
 Statutory Auditors
 
 M/s. S. M. Kapoor & Co.(Firm Registration No.: 104909W), Chartered
 Accountants who are to retire at the conclusion of the forthcoming
 Annual General meeting have offered themselves for re-appointment as
 Auditors of the Company. A written certificate to the effect that their
 appointment, if made, would be within the prescribed limits under
 section 139 of the Companies Act, 2013, has been obtained by the
 Company from them. The Members are requested to consider their
 re-appointment and fix remuneration.
 
 Secretarial Auditors
 
 Pursuant to the provision of section 204 of the Companies Act, 2013 and
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co.(CP No.:
 1436, FCS: 2390), Company Secretaries to undertake the secretarial
 audit of the company. The Secretarial Audit Report is annexed herewith
 as Annexure A
 
 The observations made in the report with regard to E-forms were delayed
 filed with MCA. The Companies Act, 2013 with Rules, 2014 become
 applicable from 1st April, 2014. Since the Companies Act, 2013 was new;
 we were not accustomed to Act so the company filed E-forms delayed with
 MCA authority. Our intention is never disobey any regulations and
 provisions. However; the Company would ensure in future compliance of
 the requisite provisions and take all precaution in this regards. The
 Company will make an application for Condonation of delay of E-forms as
 required under Companies Act, 2013 which E-forms has not been filed
 with MCA authority
 
 Internal Auditors
 
 M/s S.N. Katdare & Co, Chartered Accountants performs the duties of
 internal auditors of the company and their report is reviewed by the
 audit committee from time to time.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in form
 MGT-9 is annexed herewith as Annexure B.
 
 ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conversation of energy, technology adsorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule, 8 of the Companies
 (Accounts) Rules, 2014, is annexed herewith as Annexure C.
 
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
 
 Your Company does not fall in the criteria mentioned under Section 135
 of the Companies Act, 2013 for applicability of the provisions of
 Corporate Social Responsibility. Hence, your Company is not required to
 constitute CSR Committee and to comply with other provisions of Section
 135 of the Companies Act, 2013 read with the Companies (Corporate
 Social Responsibility Policy) Rules, 2014
 
 RELATED PARTY TRANSACTIONS
 
 There were no contracts or arrangements entered into by the company in
 accordance with provisions of section 188 of the Companies Act, 2013.
 All material related party transactions that were entered into during
 the financial year were on an arm''s length basis and were in the
 ordinary course of business. There are no materially significant
 related party transactions made by the Company with Promoters,
 Directors, Key Managerial Personnel or other designated persons which
 have a potential conflict with the interest of the Company at large.
 Thus, disclosure in Form AOC-2 is not required.
 
 None of the Directors has any pecuniary relationships or transactions
 vis-a-vis the company.
 
 CODE OF CONDUCT:
 
 The Board of Directors has approved a Code of Conduct which is
 applicable to the Members of the Board and all employees in the course
 of day to day business operations of the company. The Code has been
 placed on the Company''s website www.subhashsilkmills.com
 
 The Code lays down the standard procedure of business conduct which is
 expected to be followed by the Directors and the designated employees
 in their business dealings and in particular on matters relating to
 integrity in the work place, in business practices and in dealing with
 stakeholders.
 
 All the Board Members and the Senior Management personnel have
 confirmed compliance with the Code.
 
 DEMATERIALISATION OF SHARES:
 
 The agreement with Central Depository Services (India) Limited (CDSL)
 and National Securities Depository Limited (NSDL) for admitting the
 Equity Shares of the Company in the depository mode still continues.
 Many shareholders have already dematerialized their shares and Purvaa
 Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer
 agents of the Company for shares held in physical form as well as for
 providing connectivity in a Depository Mode with both NSDL & CDSL.
 
 PREVENTION OF INSIDER TRADING
 
 The Company has adopted a Code of Conduct for Prevention of Insider
 Trading with a view to regulate trading in securities by the Directors
 and designated employees of the Company. The Code requires
 pre-clearance for dealing in the Company''s shares and prohibits the
 purchase or sale of Company shares by the Directors and the designated
 employees while in possession of unpublished price sensitive
 information in relation to the Company and during the period when the
 Trading Window is closed. The Board is responsible for implementation
 of the Code.
 
 All Board Directors and the designated employees have confirmed
 compliance with the Code.
 
 LIMITING
 
 The Equity Shares of your Company are presently listed on the Bombay
 Stock Exchange Ltd. And the Company has paid the annual listing fees
 for the financial year 2015-2016.
 
 WEBSITE OF THE COMPANY
 
 The Company maintains a website www.subhashsilkmills.com where detailed
 information of the company and its products are provided
 
 INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT. 2013
 
 The information required pursuant to Section 197 read with rule 5 of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 in respect of employees of the Company, will be provided
 upon request. In terms of Section 136 of the Act, the reports and
 accounts are being sent to the members and others entitled thereto,
 excluding the information on employees'' particulars which is available
 for inspection by the members at the Registered office of the company
 during business hours on working days of the company up to the date of
 ensuing Annual General Meeting. If any member is interested in
 inspecting the same, such member may write to the Company Secretary in
 advance. The prescribed particulars,, of Conservation of Energy,
 Technology Absorption do not apply to your Company. There are no
 foreign exchange earnings & outgo during the year under report.
 
 ACKNOWLEDGEMENTS
 
 The company has been very well supported from all quarters and
 therefore your directors wish to place on record their sincere
 appreciation for the support and co-operation received from Employees,
 Dealers, Suppliers, Central, and State Governments, bankers, and others
 associated with the Company.
 
 Your Directors wish to thanks the banks, financial institutions,
 shareholders and business associates for their continued support and
 cooperation.
 
 We look forward to receiving the continued patronage from all quarters
 to become a better and stronger company.
 
 CAUTIONARY STATEMENT
 
 The statements contained in the Board''s Report and Management
 Discussion and Analysis contain certain statements relating to the
 future and therefore are forward looking within the meaning of
 applicable securities, laws and regulations. Various factors such as
 economic conditions, changes in government regulations, tax, regime,
 other statues, market forces and other associated and individual
 factors mar however lead to variation in actual results. Readers are
 cautioned not to place undue reliance on the forward looking
 statements.
 
                                          For and on behalf of the Board
                                          For Subhash Silk Mills Limited
 
                                                            Dhiraj Mehra
                                                            DIN:01409010
 Place: Mumbai
 Dated: 6th August, 2015
 
स्रोत: रेलीगरे टेचनोवा

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