To,
The Members,
Your Directors have pleasure in presenting their Annual Report on the business of the
operations of the company and the accounts for the Financial Year ended March 31, 2018
1. Financial summary or highlights/Performance of the Company(standalone)
The Boards Report shall be prepared based on the standalone financial statements of
the company.
| Particulars |
2017-2018 |
2016-17 |
| Gross Income |
3,22,54,079 |
77,34,439 |
| Profit / Loss Before Interest and Depreciation |
(12,24,41,598) |
(12,01.101) |
| Net Profit Before Tax |
(12,24,41,598) |
(12,01.101) |
| Provision for Tax |
|
|
| Net Profit After Tax |
(12,24,41,598) |
(12,01.101) |
2. Brief description of the Companys working during the year / state of companys
affair
Currently, our company is engaged in the business of manufacturing fabric viz suiting
& Shirting for the domestic and international market. At the same time our Company is
involved in trading of various textile products which are of high quality and also bulk
trading
3. Change in the nature of business, if any
There is no Change in the nature of Business.
The company got Listed on SME Platform on October 22, 2013.
4. Dividend
Due inadequate profit the Company has not declared dividend.
5. Share Capital
The Company has not allotted any shares during the year.
6. Directors and Key Managerial Personnel
The company is not falling within the statutory limit of the Companies Act, 2013 to
appoint Key Managerial Personnel. Therefore, the Company has not appointed any key
Managerial Personnel. Further there is no change in composition of Board of Directors of
the company during the year..
7. Report on Corporate Governance
As per SEBIs Circular No- CIR/CFD/Policy Cell/7/2014 dated 15th September
2014, the provisions of clause 49 of the Listing Agreement are not mandatory, hence no
such report is required for the Company.
8. Particulars of Employees
As required under the provision of Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
in respect of employees of the Company is not given, as there were no employees drawing
remuneration beyond the prescribed limit under the above referred provisions.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
10. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the median employees
remuneration and other details as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexurelll)
B) Details of the every employee of the Company as required pursuant to 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
C) Any director who is in receipt of any commission from the company and who is a
Managing Director or Whole time Director of the Company shall receive any remuneration or
commission from any Holding Company or Subsidiary Company of such Company subject to its
disclosure by the Company in the Boards Report.
D) The following disclosures shall be mentioned in the Board of Directors report under
the heading "Corporate Governance", if any, attached to the financial
statement:-
i) All elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc. of all the directors;
ii) Details of fixed component and performance linked incentives along with the
performance criteria;
iii) Service contracts, notice period, severance fees;
iv) Stock option details, if any, and whether the same has been issued at a discount as
well as the period over which accrued and over which exercisable.
11. Auditors:
The Auditors, M/s Jain Anil & Associates, Chartered Accountants, appointed as
Statutory Auditor at the last Annual General Meeting held on 29th
September,2018 for a term of five consecutive years i.e. 2017 - 2018, 2018-19, 2019-20,
2020-21 and 2021-22. As per the provisions of Section 139 of the Companies Act, 2013, the
appointment of Auditors is required to be ratified by Members at every Annual General
Meeting.
Pursuant to rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid
appointment needs to be ratified by the members at the forthcoming Annual General Meeting.
Accordingly, on recommendation of the Audit Committee, the Board of Directors recommends
to the shareholders the ratification of appointment of M/s Jain Anil & Associates,
Chartered Accountants, as the statutory Auditors of the Company to hold office from the
conclusion of this meeting until the conclusion of the Annual General Meeting to be held
for the financial year 2020 -21
A certificate from M/s Jain Anil & Associates, Chartered Accountants that their
appointment is within the prescribed limits under section 141 of the Companies Act, 2013
has been obtained. .
The observations and comments given in the report of the Auditors read together with
notes to accounts are self-explanatory and hence do not call for any further information
and explanation or comments under Section 134 (3) (f) of the Companies Act,2013. The
report not contain any qualification, reservation or adverse remark or disclaimer.
12. Internal Audit & Controls
The Company continues to engage M/s Himank Desai & Co.as its Internal
Auditor. During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in
all areas. Internal Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.
13. Policy:
During the year the Company Formulated and Adopted Codes under SEBI (Prohibition Of
Insider Trading) Regulations 2015, Whistle Blower Policy/ Vigil Mechanism, Risk
ManagementPolicy and also formulated and adopted Code of Independent directors and Code of
for Board and Senior Management.
1 Board of Directors:
| Category |
No. of directors |
| Non- Executive & Independent Directors including the Chairman |
2 |
| Executive Director (CEO & Managing Director) |
1 |
| Total |
3 |
The Chairman of the Board is an Executive Director.
As required under Section 149(3) of the Companies Act, 2013, & Clause 49(H) (A) of
Listing Agreement, Mrs. Sheela Kadechkar as (DIN:06862410), a Woman Director, has been
appointed as an Independent Director on the Board.
Other Relevant details of Directors:
| Name of Director |
Date of Resignation |
Date of Appointment |
Category |
No. of Directorship (s) held in Indian public & Private Limited
Companies |
Committee (s) position |
|
|
|
|
|
Member |
Chairman |
| Mr. VINAY PODDAR (DIN:00148171) |
|
02/04/2017 |
Managing director /CEO / CFO |
1 |
1 |
|
| MRVINOD JAGMOHAN BANSAL (DIN:01921383) |
|
29/09/2015 |
Independent Director |
1 |
|
|
| MRS.SHEELA SOMNATH KADECHKAR(DIN:06862410) |
|
30/06/2015 |
Independent Director |
2 |
1 |
|
Board Meetings held during the year
| Dates on which the Board Meetings were held |
Total Strength of the Board |
No. of Directors Present |
| 24th April 2017 . |
3 |
3 |
| 21st July 2017 |
3 |
3 |
| 20th October 2017 |
3 |
3 |
| 19th January,2018 |
3 |
3 |
| Name of Director |
Attendance at the Board Meetings held on |
Attendance at AGM held on 30th September 18 |
|
24.04.2017 |
21.07.2017 |
20.10.2017 |
19.01.2018 |
|
| Mr. VINAY PODDAR (DIN:00148171) |
P |
P |
P |
P |
P |
| MR. VINOD JAGMOHAN BANSAL (DIN:01921383) |
P |
P |
P |
P |
P |
| MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) |
P |
P |
P |
P |
P |
COMMITTEES OF THE BOARD
a) Audit Committee (mandatory committee)
The composition of the Audit Committee as at March 31, 2018 and details of the Members
participation at the Meetings of the Committee are as under:
| Name of Director |
Category |
Attendance at the Board Meetings held on |
|
|
24/04/2017 |
21/07/2017 |
19/01/2018 |
| Mr. VINAY PODDAR(DIN:00148171 ) |
Executive and Non Independent |
P |
P |
|
| MR. VINOD JAGMOHAN BANSAL(DIN:01921383) |
Non-executive and Independent |
P |
P |
|
| MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) |
Non-executive and Non Independent |
P |
P |
|
The Committee is governed by a Charter which is in line with the regularity
requirements mandated by the Companies Act 2013 and Clause 49 of the Listing Agreement.
Some of important functions performed by the Committee are:
b) Remuneration Committee
The composition of the Remuneration Committee as at March 31, 2018 and details of the
Members participation at the Meetings of the Committee are as under:
| Name of Director |
Category |
Attendance at the Board Meetings held on |
|
|
24/04/2017 |
21/07/2017 |
| Mr. VINAY PODDAR(DIN:00148171) |
Executive and Non Independent |
P |
P |
| MR. VINOD JAGMOHAN BANSAL(DIN:01921383) |
Non executive and Independent |
P |
P |
| MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) |
Non executive and Non Independent |
P |
P |
d) Stakeholders* Relationship Committee (mandatory committee)
In compliance with the provisions of section 178 of the Companies Act, 2013 and the
Listing Agreement, the Board has renamed the existing "Shareholders/lnvestors
Grievance Committee" as the "Stakeholders Relationship Committee.
The terms of reference of the Committee are:
| Name of Director |
Category |
Attendance at the Board Meetings held on |
|
|
20/10/2017 |
19/01/2018 |
| Mr. VINAY PODDAR(DIN:00148171) |
Executive and Non Independent |
P |
P |
| MR. VINOD JAGMOHAN BANSAL(DIN:01921383) |
Non executive and Independent |
P |
P |
| MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410) |
Non executive and Non Independent |
P |
P |
During the year, no complaints were received from shareholders. The balance complaints
were under various stages of investigation. As on March 31, 2018, no investor grievance
has remained unattended/ pending for more than thirty days.
Independent Directors Meeting
During the year under review, the independent Directors met on March 31, 2018 inter
alia, to discuss:
• Evaluation of the performance of Non-independent Director and the Board of
Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors..
• Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
• All the Independent Directors were present at the Meeting.
TERMS OF APPOINTMENT & REMUNERATION - CEO & MD
Mr. Vinay Poddar (DIN: 00148171)
| Period of Appointment |
3 years w.e.f. April 02, 2017 to April 01, 2020 |
| Salary Grade |
2,40,000/- |
| Allowances |
|
| Perquisites |
|
| Retrial Benefits |
|
| Performance Bonus |
|
| Sign - on - Amount |
|
| Deferred Bonus |
|
| Minimum Remuneration |
|
| Notice Period & Severance Fees |
|
| Other |
|
15. Extract of annual return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in
MGT9as a part of this Annual Report as ANNEXURE I.
16. General Body Meetings
Particulars of last three Annual general meetings:
| Year ended 31st March, |
Venue |
Date |
Time |
Special Resolutions Passed |
| 2017 |
At the Registered Office |
29/09/2017 |
11.00 a.m. |
- |
| 2016 |
At the Registered Office |
30/09/2016 |
11.00 a.m. |
- |
| 2015 |
At the Registered Office |
29/09/2015 |
11.00 a.m. |
- |
17. Extraordinary General Meeting (EGM)
No Extraordinary General Meeting held during the Financial Year 2017-2018
18. During the year under review. No resolution has been passed through the exercise of
postal ballot.
E - Voting Facility to members Exempt as the Company is SME Listed.
19. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
No Material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report like settlement of
tax liabilities, operation of patent rights, depression in market value of investments,
institution of cases by or against the company, sale or purchase of capital assets or
destruction of any assets etc.
20. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company.
21. Deposits
The details relating to deposits, covered under Chapter V of the Act,-
(a) Accepted during the year - NIL
(b) remained unpaid or unclaimed as at the end of the year - NIL
(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved -
NIL
22. Particulars of contracts or arrangements with related parties :
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto shall be disclosed
in Form No. AOC -2.As Annexure llto the Board Report.
23. STATUTORY DISCLOSURES
In terms of the provisions of section 217 (2A) of the Companies Act 1956, read with the
Companies (Particulars of Employees) Rules, 1975 as amended, the names and other
particulars of the employees are set out in the annexure to the Directors Report.
However, as per the provisions of section 219 (b) (iv) of the said Act read with Clause 32
of the Listing Agreement, the Annual Report excluding the aforesaid information is being
sent to all the Members of the Company and other entitled thereto. Any member interested
in obtaining such particulars may write to the Company at the registered office of the
Company.
24. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation energy, technology absorption, foreign exchange and outgo
are as follows:
a) Conservation of energy
| (i) The steps taken or impact on conservation of energy |
NIL |
| (ii) The steps taken by the company for utilizing alternate sources of energy |
NIL |
| (iii) The capital investment on energy conservation equipments |
NIL |
(b) Technology absorption
| (i) The efforts made towards technology absorption |
NIL |
| (ii) The benefits derived like product improvement, cost reduction, product
development or import substitution |
NIL |
| (iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) |
NIL |
| (a) The details of technology imported |
NIL |
| (b) The year of import; |
NIL |
| (c) Whether the technology been fully absorbed |
NIL |
| (d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
NIL |
| (iv) The expenditure incurred on Research and Development |
NIL |
25. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on. the promotion of talent internally through job
rotation and job enlargement.
26. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause ( c) of sub - section (3)
of section 134 of the Companies Act, 2013, shall state that -
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had 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 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 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; and
(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.
27. LISTING WITH STOCK EXCHANGES:
The Company got listed on 22st October, 2013 on SME platform of BSE.The Company
confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where the
Companys Shares are listed.
28. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
For and on behalf of the Board of Directors of |
| Subhtex (India) Limited |
|
|
| Registered Office |
Mr. VinayPoddar |
Mrs. SBeela Kadechkar |
| 18, SURTI CHAMBERS, |
Managing Director |
Director |
| 2ND DHOBI TALAO LANE, |
(DIN: 00148171) |
(DIN: 06862410) |
| MUMBAI - 400 002 |
|
|
| (PLACE):Mumbai |
|
|
| DATE): 05th Sept.2018 |
|
|
+91-9892691696
