| Disclosure in board of directors report explanatory DIRECTORS’ REPORT
Your Directors have pleasure in presenting 23rd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2016.
SUMMARISED FINANCIAL HIGHLIGHTS
The financial summary, performance highlights operations/state of affair of the company for the year is summarised below:
In Lac
PARTICULARS 2015-16 2014-15
Total income 8316.52 8157.74
Less: Total Expenditure (excluding interest and Depreciation) 7513.07 7435.57
Profit/Loss before interest, Depreciation and Tax 803.45 722.17
Interest and financial Charge 509.09 458.76
Profit/Loss before Depreciation and Tax 294.36 263.41
Depreciation & Extraordinary item 159.01 106.03
Net Profit/Loss before Tax 135.35 157.38
Tax Provision 41.48 131.55
Net Profit/Loss 93.87 25.83
DIVIDEND
To conserve the financial resources, the company has not recommended any dividend in the financial year 2015-16.
RESERVES
The Company has proposed to transfer Rs. 93, 87,125.09 to reserves.
DEPOSITS
During the year under review, the company has not accepted any deposits in terms of section 73 of the Companies act, 2013 read with the Companies (Acceptance of Deposit) Rule, 2014, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.
SUBSIDIARY
The Company does not have any Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, is presented in a separate Annexure forming part of the Annual Report.
STATE OF COMPANY AFFAIRS
Company lays emphasis on being customer-centric and further strives on a well organized management team of skilled and trained professionals to deliver quality services to its customers. Company is involved in manufacturing and supplying of Suiting Fabric, Shirting Fabric, Embroidery Shirting, Suiting and Clothing. We design and manufacture all our products using premium raw material and latest technology to assure perfect quality.
NUMBER OF MEETING OF THE BOARD
During the year Fourteen (14) Board Meetings and Four Audit Committee Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI(LODR), 2015.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provision of section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligation And Disclosure Requirement) regulation, 2015.The Composition of Audit Committee and details of meetings attended by its members are given below..
S.No. Name of the Member Status Category
1 SIMRANJIT SINGH Chairman Non Executive Independent Director
2 DESHBIR SINGH* Member Non Executive Independent Director
3 JATINDER PAL SINGH Member Executive Director
4 KULJEET KAUR Member Executive Director
5 CHARANPREET KAUR RAJPAL** Member Non Executive Independent Director
*Mr. Deshbir Singh was appointed as a Director of the board w.e.f. 14th August, 2015.
**Ms. Charanpreet Kaur Rajpal ceased to be a director w.e.f. 27th August, 2015
NOMINATION AND REMUNERATION COMMITTEE
As on 31 March, 2016 the details of composition of the Nomination And Remuneration Committee are as under:
S.No. Name of the Member Status Category
1 SIMRANJIT SINGH Chairman Non Executive Independent Director
2 DESHBIR SINGH* Member Non Executive Independent Director
3 CHARANPREET KAUR RAJPAL** Member Non Executive Independent Director
4 JATINDER PAL SINGH Member Executive Director
5 KULJEET KAUR Member Executive Director
*Mr. Deshbir Singh appointed as a Director of the board w.e.f. 14th August, 2015
**Ms. Charanpreet Kaur Rajpal ceased to be a director w.e.f. 27th August, 2015
DIRECTORS /KEY MANAGERIAL PERSONNEL
Mr. Rai Sahib (DIN: 01582498), a Non Executive Independent Director of the Company who was associated with the Company since, 28th August, 2014 had resigned w.e.f. 7thAugust, 2015 from the directorship of the Company due to his personal occupancy. The resignation for the same was accepted by the board through a resolution carried in the Board Meeting held on August 7th, 2015. The Board places on record its appreciation for the services rendered by him during his tenure as a Director
Ms. Charanpreet Kaur Rajpal (DIN: 03325422), a Non Executive Independent Director of the Company who was associated with the Company since, 28th August, 2014 had resigned w.e.f. 27thAugust, 2015 from the directorship of the Company due to her personal occupancy. The resignation for the same was accepted by the board through a resolution carried in the Board Meeting held on August 27th, 2015. The Board places on record its appreciation for the services rendered by her during her tenure as a Director
During the year the Board of Director had appointed Mr. Deshbir Singh (DIN: 07263846) as Additional Non- Executive Independent Director of the Company at the board meeting held on 14th August, 2015.
Ms. Kuljeet Kaur (DIN: 01661755) will be retiring by rotation at the ensuing Annual general Meeting and being eligible offer herself for re-appointment. The Board recommends her re-appointment to the members of the company at the ensuing Annual General Meeting.
During the year the Board of Directors appointed Mr. SumitBansal as a Company Secretary (Key Managerial Personnel) w.e.f. from 21.01.2016 in place of Ms. Swati Khatter who worked as Company Secretary from December 19, 2015 to January 20, 2016.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure-2”.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013
All Independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder.
BOARD EVALUATION
The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination and Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under section 178(3) of the Companies Act, 2013. The Objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors.
AUDITOR’S REPORT/SECRETARIAL AUDIT REPORT
A. STATUTORY AUDITOR:
The members at the Annual General Meeting held on 29th September, 2015, appointed M/s Davinder Pal Singh & Co., Chartered Accountants (Registration No. 007601N) as Statutory Auditors of the Company to hold office till the conclusion of 23rd Annual General Meeting of the Company. Their period of office will expire at the ensuing Annual General Meeting. They have expressed their willingness for re-appointment as Auditors of the Company. They have given a written consent/certificate regarding eligibility for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies (Audit and Auditors) Rule, 2014 read with the provisions of section 139(2) of the Companies Act, 2013
The Board on the recommendation of the Audit Committee has proposed the appointment of M/s Davinder Pal Singh & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
B. SECRETARIAL AUDITOR:
Pursuant to provision of section 204 of the Companies act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 the Company has appointed Mr. P.S. Bathla, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit report for the year 2015-2016 is annexed herewith as “Annexure-1”.
There are no qualification and reservation or adverse remark or disclaim made by the Statutory Auditor/Secretarial Auditor in their respective reports.
The Statutory Auditor has not reported any incident of fraud to the Audit Committee of the Company during the year under review.
C. INTERNAL AUDITOR:
The Company had appointed Mr. Ranbir Singh as Internal Auditor for the period 2015-16 to carry out the Internal Audit Functions. The Internal Auditor submits a quarterly report to Audit Committee.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not given loans or guarantees and has not made any investment covered under the provision of the section 186 of the Companies Act, 2013.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013
All contracts/arrangements/transactions entered into during the financial year with the related parties were on arm’s length basis and were in the ordinary course of business. There were no loans and advances from / to the firms/companies in which the Directors are interested.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are no material changes and commitments noticed by the Board between the end of financial year of the company, i.e. 31-03-2016 and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
To the best of management knowledge, no significant and material orders were passed by regulators or courts or tribunals which could impact the going concern status and company’s operation in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO
Sustainability is an integral part of the Company’s business philosophy. During the year under review approximate 5 % reduction in consumption of electricity was achieved by efficiently using the machines.
Further, there were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee as per the Regulation 21 of the SEBI (LODR) Regulations, 2015. The details of Committee and its term of reference are set out in the Corporate Governance Report forming part of the Board’s Report. Pursuant to section 134 (3) (n) of Companies Act 2013 the company regularly maintains the proper check in normal course of its business regarding Risk management. At present the company has not identified any element of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per Section 135 of the Companies Act, 2013, the company does not full fill the criteria of the net worth, turnover and profit for Corporate Social Responsibility (CSR), hence the same is not applicable to the company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. This policy is explained in corporate governance report and also posted on the website of company.
CORPORATE GOVERNANCE REPORT
As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, a separate section on corporate governance practices followed by the company, together with the certificate from the company’s Statutory Auditor confirming compliance forms an integral part of this Report.
HUMAN RESOURCES
The relationship with employees continues to be harmonious. The company always considers its human resources as its most valuable assets. Imparting adequate and specialized training to its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has a Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedure and policies. Based on the report of the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
LISTING AGREEMENT
To steamline the provisions of the Listing Agreement and its better enforceability the Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The said Regulation became effective from 1st December, 2015. In compliance of the said Regulations the Company had entered into Listing agreement with Calcutta Stock Exchange Ltd..
The Company has paid listing fee to the Stock Exchange for the financial year 2016-17.
FAMILIARISATION PROGRAMME FOR BOARD MEMBERS
The Company at the time of appointing a Director, issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/ Guidelines as framed by the Company under various statutes and Listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to familiarize them with Company's procedure and practices. Further, to update them on regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company also made arrangement to apprise and familiarize the directors regarding the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect w.e.f 1st December,2015. They were also informed regarding the Companies Amendment Bill 2016 which is introduced in the Parliament. The details of the Company's policy on Familiarisation Programs for Independent Directors is posted on the website of the company.
PERSONNEL RELATIONS
Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all the Board Members and members of the senior Management of the Company. Additionally all Independent directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 read with schedules and Rules there under.
All the Board Members Senior Management Personnel have affirmed compliance with the Code of Conduct.
The Code of Conduct is available on the website of the company.
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 Two Executive Directors and remuneration paid to them is disclosed in MGT-9. Further, no sitting fee has been paid to any director 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:
a) Employed throughout the year Nil
b) 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.
DIRECTOR’S RESPONSIBILITY STATEMENT
In the terms of Section 134(5) of the Companies Act 2013 the directors would like to state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period ;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The director had prepared the annual accounts on a going concern basis;
(e) The director had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
(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.
ACKNOWLEDGEMENT
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Executives, Staff and workers at all levels for their continuous co-operation and assistance.
By Order Of the Board of Directors
For Parmeshwari Silk Mills Limited
Sd/-
Date: 30thAugust,2016 Jatinder Pal Singh
Place:Ludhiana Chairman
Description of state of companies affairCompany lays emphasis on being customer-centric and further strives on a well organized management team of skilled and trained professionals to deliver quality services to its customers. Company is involved in manufacturing and supplying of Suiting Fabric, Shirting Fabric, Embroidery Shirting, Suiting and Clothing. We design and manufacture all our products using premium raw material and latest technology to assure perfect quality. Details regarding energy conservationSustainability is an integral part of the Company’s business philosophy. During the year under review approximate 5 % reduction in consumption of electricity was achieved by efficiently using the machines. Details regarding technology absorptionSustainability is an integral part of the Company’s business philosophy. During the year under review approximate 5 % reduction in consumption of electricity was achieved by efficiently using the machines. Details regarding foreign exchange earnings and outgoFurther, there were no foreign exchange earnings and outgo during the year under review. Disclosures in director’s responsibility statementIn the terms of Section 134(5) of the Companies Act 2013 the directors would like to state that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period ; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The director had prepared the annual accounts on a going concern basis; (e) The director had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (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. |