Your Directors are pleased to present the 33rd Annual Report together with the Audited
Statement of Accounts for the year ended March 31, 2023.
FINANCIAL RESULTS AND ACCOUNTS
The Financial Results are as under:
Particulars |
2022 23 |
2021 22 |
Gross Income |
3841.90 |
2513.97 |
Profit Before Interest and Depreciation |
378.75 |
336.30 |
Finance Charges |
6.94 |
3.30 |
Gross Profit before Depreciation |
371.81 |
333.00 |
Provision for Depreciation |
153.81 |
160.40 |
Net Profit Before Tax |
218.00 |
172.60 |
Provision for Tax |
55.91 |
37.37 |
Net Profit After Tax |
162.09 |
135.23 |
Dividend
The Board of Directors has decided to conserve cash and not recommend a dividend this
year. The management has plans to expand and upgrade production capacity and to install
equipment to help in reducing the cost of power and fuel. Therefore, internal accruals are
being used to finance these costs.
Year in retrospect:
The year under review faced many challenges arising out of the global economic
slowdown, inflationary pressures leading to an upward trend in the prices of several key
commodities, an oil price spike, and the ongoing Russia-Ukraine war causing disruption in
the supply chain. Despite several macro-economic headwinds, India showed remarkable
resilience and was among the top-performing emerging markets, driven by a healthy economic
environment. Compared to the previous year, there was robust growth in most of the key
economic indices. The improved momentum resulted in relative insulation of India to the
global economic shocks, though many western economies were faced with massive inflationary
pressures.
Revenues:
Your company achieved the highest ever knitting production of 97.04 lakh pairs of socks
over a broad spectrum of styles. This showed a commendable volume growth of 68.41% over
the preceding year. The despatches of 84.01 lakh pairs of socks shipped by your company to
various geographies in the world this year reflects the highest quantity of socks sold
since the inception of the factory. It was a quantum jump of 50.30% growth over the
preceding year, indicating a significant surge in demand and confidence in your company's
products in the export markets.
The sales value of the company leapfrogged this year to ` 3549.90 lahks from ` 2318.10
lahks in the preceding year, registering an inspiring rise of 53.13%. The export sales of
` 3317.35 lakh (93.44% of total sales) this year were 58.68% higher than the export sales
of the preceding year of
` 2090.54 lahks. The inspiring growth is a commendable achievement of the company on
the export front. This makes it even more amazing when compared with a meagre 1.30% growth
in the Indian export sale of readymade garments a traditional mainstay of the Indian
export market.
Realized Prices
During the year under review, a price rise was implemented across the board for all
styles of socks sold to all export clients. Accordingly, the actual yearly figures showed
an increase in the average sale price of all export clients. The overall average sales
price realized has shown a nominal rise of 2.1%
The main cause of overall sales price not reflecting the rise was due to changes in
client-mix / product-mix caused by dispatches of a higher proportion of low-price goods
(sneakers, kid socks, multi-pack socks).
Exchange Rate:
The average exchange rates as announced by custom authorities for export invoicing in
2022 2023 and 2021 2022 are as under;
Year |
2022 2023 |
2021 2022 |
Difference |
`/1 GBP |
95.01 |
100.01 |
(5.00) |
`/1 USD |
80.51 |
73.62 |
6.89 |
There is a net exchange gain of ` 76.79 lakh.
Inflation and price rise in cost inputs:
Due to inflationary pressures, your company's main constituents of cost registered a
marked increase in prices.
There was rise of about 12% in the price of dyed cotton yarn compared to the previous
year. The rise was around 20 to 22% in the first and second quarters of the year but
subsequently cooled off in the fourth quarter. Dyed cotton yarn constitutes to about 71%
of the raw material cost of cotton socks.
The power cost posted a rise of 8.6% at ` 7.81 per KWH against ` 7.23 per KWH in the
previous year.
Natural gas showed an increase of 19.70% over the previous year.
Export freight cost was 21% up against the preceding year due to an increase in sea
freight cost and other logistics issues.
Wages and salaries cost showed a rise of about 11.60% due to statutory and merit
increments.
Profit & Loss Account:
The income for the year under review rose 52.82% to ` 3841.90 lakh from ` 2513.97 lakh
in the previous year. It was the company's best-ever financial performance achieved in
terms of income.
Higher inflation led to all input and transport costs going up considerably.
The percentage of cost rise in the inputs overtook the percentage of growth in income.
The profit before tax of ` 218.00 lakh achieved this year was 26.51% higher against `
172.60 lakh in the preceding year. But in terms of percentage to net sale, the profit
before tax is 6.15% of net sale compared to 7.45% in the previous year.
In other words, the higher input costs shown above really hurt the profit margins
during the year under review.
EBITDA:
EBITDA in terms of percentage to net sale is lower at 10.68% this year against 14.51%
in the previous year to reasons explained above.
Profit before Tax:
The comparative performance highlights for last five years are as under:
Particulars |
|
|
|
INDAS |
|
|
|
Units |
2022-23 |
2021-22 |
2020-21 |
2019-20 |
2018-19 |
Income Statement |
|
|
|
|
|
|
Total Income |
` in Lakh |
3841.90 |
2513.97 |
2022.30 |
2715.83 |
2436.90 |
Export Sale |
` in Lakh |
3317.35 |
2090.54 |
1685.10 |
2256.84 |
1972.14 |
Operating EBITDA |
` in Lakh |
378.75 |
336.30 |
274.41 |
396.90 |
309.62 |
Net Profit before Tax |
` in Lakh |
218.00 |
172.60 |
92.50 |
200.77 |
105.82 |
Net Profit after Tax |
` in Lakh |
162.09 |
135.23 |
79.49 |
148.35 |
64.74 |
Cash Profit |
` in Lakh |
315.90 |
295.62 |
255.54 |
339.18 |
258.34 |
Balance Sheet |
|
|
|
|
|
|
Net Worth |
` in Lakh |
2499.68 |
2385.63 |
2253.25 |
2171.53 |
2024.57 |
Capital Employed |
` in Lakh |
2454.94 |
2375.34 |
2264.04 |
2180.87 |
2292.42 |
Significant Ratios |
|
|
|
|
|
|
Operating EBITDA/Net |
% |
10.67 |
14.51 |
14.90 |
16.09 |
13.77 |
Sale |
|
|
|
|
|
|
Return on Capital |
% |
15.68 |
14.41 |
12.35 |
17.75 |
14.32 |
Employed (EBIT/Avg. CE) |
|
|
|
|
|
|
Price Earnings Ratio |
|
66.32 |
57.94 |
22.26 |
7.21 |
41.12 |
Book Value Per Share |
` |
50.77 |
48.46 |
45.77 |
44.11 |
41.05 |
Current Ratio |
|
4.71 |
5.89 |
6.94 |
4.02 |
3.96 |
Operations |
|
|
|
|
|
|
Knitting Production |
Pairs in |
97.05 |
57.62 |
53.36 |
69.77 |
57.05 |
|
lakh |
|
|
|
|
|
Pairs Dispatched |
Pairs in |
84.01 |
55.89 |
55.04 |
67.16 |
61.33 |
|
lakh |
|
|
|
|
|
Sales realization |
` per |
42.25 |
41.40 |
33.46 |
36.73 |
36.79 |
|
pair |
|
|
|
|
|
Earnings Per Share |
` |
3.21 |
2.69 |
1.81 |
3.06 |
1.43 |
There is no change in the nature of business of your Company for the year under review.
Overview of the Economy:
During the year under review, India was among the top-performing emerging markets,
showing strong momentum and robust growth across many key economic indicators.
The Direct Tax collections of ` 166 lakh crore, registered a rise of 17.60% over the
previous year.
Merchandise exports rose 6% to USD 447 billion during the year buoyed by outbound
shipments of Petroleum Products, Electronics, and Chemicals.
Service exports clocked an unprecedented growth of 27% to USD 323 billion. The service
exports remittances have no protection of subsidy and incentives, given to merchandise
exports. These exports also help to reduce the amount of current account deficit.
India's G-20 presidency this year is an opportune moment to push the lower barriers to
the globalization of service.
Total exports of USD 770 billion, posted growth of 13.90% over previous year.
India entered into Free Trade Agreement with Australia and UAE. These are historic
deals resulting in elimination of tariffs between India and these countries.
During the year, the Company carried out sales in the following geographical segments.
|
Europe |
India |
Rest of World |
Total |
Revenues |
3068.16 |
232.55 |
249.19 |
3549.90 |
Industry Structure and Development
The key players of the textile industry are concentrated in India, China, the European
Union and the United States. Vietnam and Bangladesh have also emerged as significant
contributors to the industry. India is estimated to have the world's third largest textile
industry.
India benefits from multitude of factors such as abundant availability of raw materials
including cotton, polyester, nylon, silk, wool and jute, along with a large pool of
skilled manpower and large ancillary industry. It also enjoys benefits of being a cost
effective compared to other large textile producing countries.
New technologies and state-of-the art equipment have enabled the Indian textile
industry to become more efficient and productive over the years.
Notwithstanding the availability of such facilities and resources the textile industry
including garment has been struggling to increase international market share. Besides the
performance in export market this year was lack luster. The problems faced by Indian
Textile Industry are as under;
i) Wide variation in cotton prices from time to time making it difficult to quote price
for long term export contracts in export market, where the prices are quoted two times in
a year.
ii) 10.6% import duty has been imposed by the European Union on exports from India.
Countries like Vietnam, Sri Lanka and Bangladesh are exempted from such duty. Due to this
Indian players have a lower market penetration in Europe.
iii) India imports the key ingredients used in production of polyester fibre and
viscose stable yarn. Heavy Anti Dumping duty is imposed by the supplier Governments. This
makes yarn, fabrics and garments made from man-made fibre uncompetitive in the overseas
markets. On import of MMF fabrics there is 20% import duty.
In short, the employment potential of India's textile and clothing industry remains
grossly underutilized, particularly in MMF sector.
Opportunities:
Your company has the state-of-the art equipment, coupled with expertise to manufacture
exclusive quality technical and athletic socks for niche export markets. Such socks are
difficult to copy by our competitors. The prices of these socks are very remunerative.
There is adequate availability of raw materials, nylon, polyester and elastane, where
prices in India are reasonable. Your Company has been knitting and exporting such socks
since many years, and making efforts to accelerate the share of such socks by supplying to
various geographies of the world. During last two years, the company successfully enhanced
the production of football socks for various overseas clubs and other high price socks for
top-end overseas markets.
India's rich tradition of textiles is poised for a quantum leap that will make it a
global investment, manufacturing, and export hub. The Government of India has announced
seven such MITRA (Mega Integrated Textile Region and Apparel) parks, one each in Tamil
Nadu, Telangana, Karnataka, Maharashtra, Gujarat (in Navsari), and Uttar Pradesh, that
will be set up with an outlay of ` 445 crores. The mega parks will help the sector to
achieve its target of a turnover of USD 250 billion and export of USD 100 billion by 2030.
Threats:
Due to the global slowdown, the demand in the overseas markets is expected to be
subdued which may adversely affect the exports from India.
10.6% import duty on export of textile from India, will continue to weigh on the margin
of Indian export.
FINANCE
As on the date of Balance Sheet, the Company is debt free in terms of long-term loans,
excepting loan on vehicles.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bills purchase facilities
from Company's
Bankers.
INSURANCE
The properties and insurable interests of your Company in buildings, plant, machinery,
stocks, etc. are adequately insured by the Company.
CHANGE IN SHARE CAPITAL
The paid-up share capital of the Company as on March 31, 2023 was ` 4.93 Crores and
there has been no change in the capital structure of the Company.
RESERVES
During the year under review, the Company has not transferred any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL
Shri. Kaizad R. DadyBurjor was reappointed as a Non-executive Director retires by
rotation, being eligible to offer himself for re-election.
BOARD OF DIRECTORS
The Company has a broad-based Board of Directors, duly constituted with proper balance
of Executive Directors, Non-Executive Directors, and Independent Directors. There is one
Woman Director on the Board. The changes in the composition of the Board of Directors are
carried out in compliance with the provisions of the Companies Act, 2013 and Listing
Regulations.
Policy formulations, setting up of goals, evaluations of performance and control
functions vest with the Board. The composition of the Board of Directors of the Company as
on March 31, 2023 was as follows.
Sr No Name of the Director |
Category |
1. Shri. Adi F. Madan |
Managing Director |
2. Shri. Ajit P. Walwaikar |
Independent Director |
3. Shri. Harish H. Shah |
Independent Director |
4. Smt. Ayesha K. DadyBurjor |
Whole-time Director |
5. Shri. Kaizad DadyBurjor |
Non- Executive Director |
6. Shri. Pheroze A. Dhanbhoora |
Independent Director |
Shri. Kaizad R. DadyBurjor (DIN: 00022387) who retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various
business policies, strategies, and other business.
During the FY 2022 2023, the Board met six (6) times on the following dates.
28/04/2022 |
26/05/2022 |
10/08/2022 |
06/09/2022 |
10/11/2022 |
09/02/2023 |
Name of the Member |
No of Meeting of Attended |
Whether attended Last AGM |
Shri. Adi F. Madan |
6 |
YES |
Shri. Ajit P. Walwaikar |
6 |
YES |
Shri. Harish H. Shah |
5 |
YES |
Smt. Ayesha K. DadyBurjor |
6 |
YES |
Shri. Kaizad DadyBurjor |
6 |
YES |
Shri. Pheroze A. Dhanbhoora |
4 |
YES |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required
pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria
of independence as provided in sub-section (6).
COMPOSITION OF AUDIT COMMITEE
The Board has constituted an Audit Committee comprising of three Independent Directors.
The Audit Committee reviews reports including significant audit observations and follow-up
actions thereon.
The Audit Committee also meets the Company's Statutory Auditors and Internal Auditors
to ascertain their views on the financial statements. The Committee members meet regularly
and make their recommendations in accordance with the terms of reference specified by the
Board. Such recommendations are thoroughly discussed in Board meetings and by and large
accepted for implementation.
The names of Committee members are as under.
Shri. Ajit P. Walwaikar |
- Chairman |
Shri. Harish H. Shah |
- Member |
Shri. Pheroze A. Dhanbhoora |
- Member |
All the members of the Audit Committee are financially literate and bring in expertise
in the fields of Finance, Taxation, Technical, Secretarial and Legal issues. The
attendance records of the members at the meeting were as follows:
During the FY 2022 2023, the committee met five (5) times through video conferencing on
the following dates.
26/05/2022 |
10/08/2022 |
06/09/2022 |
10/11/2022 |
09/02/2023 |
Name of the Member |
Designation |
No. of Meeting of Attended |
Shri. Ajit P. Walwaikar |
Chairman |
5 |
Shri. Pheroze Dhanbhoora |
Member |
3 |
Shri. Harish H. Shah |
Member |
4 |
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee consisting of three
Independent Directors.
The names of Committee members are as under.
Shri. Ajit P. Walwaikar |
- Chairman |
Shri. Pheroze Dhanbhoora |
- Member |
Shri. Harish H. Shah |
- Member |
The Committee has the mandate to recommend appointment/re-appointment of Executive
Directors and appointment of employees from the level of Vice-President and above along
with the remuneration to be paid to them. The remuneration is fixed keeping in mind the
person's track record, his/her potential, individual performance, the market trends, and
scales prevailing in the similar industry.
During the FY 2022 2023, the committee met one (1) time through video conferencing as
on February 2, 2023.
The attendance records of the members at the meeting were as follows:
Name of the Member |
Designation |
No of Meeting of Attended |
Shri. Ajit P. Walwaikar |
Chairman |
1 |
Shri. Pheroze Dhanbhoora |
Member |
0 |
Shri. Harish H. Shah |
Member |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee consisting of three
Directors, two independent Directors and the Managing Director.
The names of Committee members are as under.
Shri. Ajit P. Walwaikar |
- Chairman |
Shri. Pheroze Dhanbhoora |
- Member |
Shri. Adi F. Madan |
- Member |
The Company Secretary is designated as the "Compliance Officer" who oversees
the redressal of the Investors' grievances.
The Committee meets to approve share transfers, transmission, issue of duplicate share
certificates, re-materialization of shares and all other issues pertaining to shares and
also to redress investor grievances like non-receipt of dividend warrants, non-receipt of
share certificates, etc. The Committee regularly reviews the movement in shareholding and
ownership structure. The Committee also reviews the performance of the Registrar and
Transfer Agents. The Company is in compliance with the SCORES, which has initiated by SEBI
for processing the investor complaints in a centralized web-based redress system and
online redressal of all the shareholders complaints.
The Committee met Four (4) times during the financial year ended on March 31, 2023. The
attendance records of the members at the meeting were as follows:
During the FY 2022 2023, the committee met four (4) times through video conferencing on
the following dates.
26/05/2022 |
10/08/2022 |
10/11/2022 |
09/02/2023 |
Name of the Member |
Designation |
No. of Meeting of Attended |
Shri. Ajit P. Walwaikar |
Chairman |
4 |
Shri. Pheroze Dhanbhoora |
Member |
2 |
Shri. Adi F. Madan |
Member |
4 |
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Board Meeting and General
Meeting, issued by The Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption free work culture has been the core of the Company. In view of the
potential risk of fraud, corruption, and unethical behavior, which could adversely impact
the Company's business operations, the Company has an established mechanism for
Directors/Employees to report concerns about unethical behavior, actual or suspected fraud
or violation of the code of conduct or ethics policy. It also provides for adequate
safeguards against victimization of Directors/employees who avail of the mechanism. The
Company affirms that no personnel have been denied access to the Audit Committee. The
Company has formulated a Policy of Vigil Mechanism and has established a mechanism that
any personnel may raise Reportable Matters within 60 days after becoming aware of the
same. All suspected violations and Reportable Matters are reported to the Chairman of the
Audit Committee. The key directions/actions are informed to the Managing Director of the
Company.
DIRECTORSf RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors
hereby confirms that:
(a) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same.
(b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company as on March 31, 2023 and of the profit and
loss of the Company for the period ended March 31, 2023.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
(d) The Directors had prepared the annual accounts 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not
apply.
ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for
the financial year ended March 31, 2023 is placed on the website of the Company and can be
accessed at http://viratindustries.com/.
AUDITORS
STATUTORY AUDITOR
M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were
re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing
from the conclusion of the 32nd AGM of the Company until the conclusion of the 37th AGM of
the Company to be held in the year 2027. The Statutory Auditor's Report does not contain
any qualifications, reservations, adverse remarks, or disclaimers.
SECRETARIAL AUDITOR
M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a
Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for FY
2022 2023. The Report of the Secretarial Auditor for FY 2022 2023 is annexed to this
report as Annexure I. The said Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks, or disclaimer.
INTERNAL AUDITOR
The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as
Internal Auditors for the FY 2022 2023 to conduct the internal audit of the various areas
of operations and records of the Company. The periodic reports of the said internal
auditors are regularly placed before the Audit Committee along with the comments of the
management on the action taken to correct any observed deficiencies on the working of the
various departments.
COST AUDITORS
Your Company is not required to maintain cost accounting records as specified under
Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGOING
Additional information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the FY 2022
2023 is annexed and forms part of this Report as Annexure II.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained
unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals
during the year, which would adversely impact the Company's operation in future.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The existing internal financial controls are commensurate with the nature, size,
complexity, and business processes followed by the Company. They have been reviewed and
found generally satisfactory on the following key control matrices.
a) Entity Level Control b) Financial Control c) Operational Control which included
authority and organization matrix, risk management practices, compliance framework within
the origination, ethics and fraud risk management, management Information system, self
assessment of control point, business continuity and disaster recovery planning, budgetary
system, etc.
Section 134(5)(e) of the Companies Act, 2013 requires the submission of a report by the
Board of Directors of a listed Company which includes a statement ensuring that the
Company has laid down Internal Financial Controls to be followed by the Company and that
such Internal Financial Controls are adequate and operating effectively.
During the year, the Company followed Policy Documents with regard to Internal
Financial Control, along with Risk Control Matrix. The same have been tested by the
Internal Auditors and the Statutory Auditors.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
? Given any loan to any person or other body corporate,
? Given any guarantee and provided any security in connection with a loan to any other
body corporate or any person. ? Acquired by way of subscription, purchase or otherwise the
securities of any other body corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
During the year, your Company transferred the ` 380,582/- for the financial year
ended March 31, 2014 to the Investor Education and Protection Fund in compliance with the
provisions of Sections 124 and 125 of the Companies Act, 2013.
In compliance with these provisions read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also
transferred 29,100 Shares to the Demat Account of the IEPF Authority, in respect of which
dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.
RISK MANAGEMENT
A documented risk management policy is in place as per section 134(3) (n) of the
Companies Act, 2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market
economic slowdown or decline in demand in the country of buyers of your Company's
products, prices of raw materials and finished goods, compliances risk and people risk.
Foreign Exchange Risk
During year under review the Company endeavoured to further mitigate the risk
associated with the exchange fluctuations by entering into Forward Contracts with the
Company's Bankers, on very conservative and risk- adverse basis.
Commodity Prices Risk
Your Company proactively manages the risk of purchasing raw materials through forward
booking, vendor development practices and inventory management. The Company's strong
reputation for quality and services with overseas clients to some extent mitigates the
impact of price risk on finished goods.
Compliance Risk
Your company must follow various statutes and regulations including the Companies Act.
The Company is mitigating these risks through regular review of legal compliances carried
out through internal as well as external compliance audits.
People Risk
Your Company nurtures and grooms the talented and key personnel for future business
leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because
the net worth, turnover, and net profit of your Company during the year is less than the
required limits.
PREVENTION OF INSIDER TRADING
SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came
into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for
Prevention of Insider Trading for Directors, Promoters and Senior Executive Officers.
The Code requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company's shares by the Directors, Key managerial personnel, and
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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the
ordinary course of business of your Company and were on arm's length basis. There were no
materially significant related party transactions entered by your Company with Promoters,
Directors, Key Managerial Personnel, or other persons which may have a potential conflict
with the interest of your Company. The details are given in Annexure - III, forming
part of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance as
well as that of its Committees and individual Directors. The exercise was carried out
through a structured evaluation process covering various aspects of the Board functioning
such as composition of the Board and Committees, experience and competencies, performance
of specific duties and obligations, governance issues etc.
MEETING OF INDEPENDENT DIRECTORS
All the independent Directors of the Company held a meeting on February 9, 2023 and
reviewed the performance of non-independent Directors and the Board as a whole. They also
assessed the quality, quantity, and timeliness of flow of information between the Company
management and the Board.
They expressed their satisfaction at the performance of non-independent Directors and
appreciated the flow of information from the Company management.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of remuneration of each director to the median employee's remuneration and
other details in terms of sub-section 12 of section 197 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure
IV.
LISTING FEES
Your Company has paid the listing fees up to March 31, 2024 to the Bombay Stock
Exchange on April 20, 2023.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company is not mandatorily required to submit a Corporate Governance Report as the
equity share capital and net worth of the Company is less than the required limits as on
the last date of the previous financial year. Provided that where the provision of the Act
becomes applicable to the
Company at a later date, the Company shall comply with the requirement within six
months from the date on which the provisions become applicable to the Company.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of 'The Sexual Harassment of Women at the Workplace (Prevention Prohibition &
Redressal) Act, 2013. An
"Internal Complaints Committee (ICC)" has been set up to redress complaints
received regarding
Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. A Lady NGO representative is a member of the said Internal
Complaints Committee and regularly attends the meetings which are minuted.
The following is a summary of Sexual Harassment complaints received and disposed of
during the year 2022 2023: No. of complaints received: Nil No. of complaints disposed of:
Not applicable
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN MARCH 31, 2023 AND DATE OF THIS REPORT
There were no Material changes and Commitments affecting the Financial Positions of the
Company which have occurred between March 31, 2023 and date of this report.
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the
employees are required to be annexed in respect of the employees of the Company who were
in receipt of total remuneration of ` 60.00 Lakh per annum or ` 5.00 Lakh per month.
During the financial year 2022 2023, there is no employee drawing remuneration as above.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation
and support extended to the Company by the Government of India, the Gujarat State
Government and by the relevant Government Authorities, Central, State and Local, the
Company's Bankers and Business
Associates.
Your Directors also thank all the employees at every level, who, through their
dedication, cooperation, and support, have enabled the Company to achieve sustained
growth.
And to you, our Shareholders, we are deeply grateful for the confidence and faith that
you have always reposed in us.
|
For and On Behalf of the Board of Directors |
Place: Mumbai |
Adi F. Madan |
Ayesha K. DadyBurjor |
Date: August 10, 2023 |
Managing Director |
Whole Time Director |
|