Dear Shareholders,
The Directors have pleasure in presenting the Thirty Second Annual Report of the
Company together with the Audited Balance Sheet as at March 31, 2023 and the Profit and
Loss Account for the year ended on that date.
Financial Results: (Consolidated and Standalone)
(Rs.in Lakhs)
|
Standalone |
Consolidated |
| Particulars |
Current Year |
Previous Year |
Current Year |
Previous Year |
| Revenue from operations |
9242.53 |
9840.72 |
10278.29 |
10328.32 |
| Other Income |
1373.87 |
68.24 |
1374.07 |
85.64 |
| Gross income |
10616.40 |
9908.96 |
11652.36 |
10413.96 |
| Profit before Interest and Depreciation |
(569.42) |
(1693.27) |
(1149.83) |
(1631.73) |
| Finance Cost |
314.86 |
441.69 |
325.34 |
452.15 |
| Profit after Finance Cost |
(884.28) |
(2134.96) |
(1475.17) |
(2083.88) |
| Depreciation |
185.60 |
134.94 |
187.70 |
136.57 |
| Profit / (Loss) before Tax |
(1069.88) |
(2269.90)) |
(1662.87) |
(2220.45) |
| Provision for Tax |
0.00 |
0.00 |
00 |
00 |
| Profit / (Loss) after Tax before extra ordinary items and exceptional items |
(1069.89) |
(2269.90) |
(1662.87) |
(2220.45) |
| Exceptional Items |
0.00 |
626.50 |
00 |
763.47 |
| Profit / (Loss) after Tax |
(1069.89) |
(2896.40) |
(1662.87) |
(2983.92) |
| Deferred Tax provision |
16.56 |
3.70 |
(15.61) |
2.10 |
| Comprehensive income/Net of expenses |
11.34 |
3.84 |
1.35 |
3.84 |
| Net Profit/(-) Loss |
(1041.98) |
(2896.26) |
(1751.71) |
(3504.87) |
| Earning Per share |
|
|
|
|
| Basic |
(3.95) |
(16.50) |
(6.66) |
(19.94) |
| Diluted |
(3.95) |
(16.50) |
(6.66) |
(19.94) |
HIGHLIGHTS OF THE FINANCIAL SUMMARY
The Consolidated and Standalone Financial Statements of the Company for the year ended
March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS),
the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter
referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing
Regulations"), which have been reviewed by the Statutory Auditors.
Standalone Performance:
The total revenue of the Company for F.Y. 2022-2023 stood at Rs. 9242.53 Lakhs. The
Company incurred a loss after tax of Rs. 1069.89 Lakhs for F.Y. 2022-23, as compared to
loss of Rs. 2896.40 Lakhs in the previous year.
Consolidated Performance
The total consolidated revenue of the Company for F.Y. 2022-23 stood at Rs. 10278.29
Lakhs. The company incurred a consolidated loss after tax of Rs. 1662.87 Lakhs for F.Y.
2022-23.
Dividend:
Due to the prevailing market conditions and losses, the Board has not recommended any
Dividend for the financial year. In terms of Regulation 43A of the SEBI Listing
Regulations, the Board of the Company has adopted a Dividend Distribution Policy, which
can be accessed on the website of the Company at https://suditi.in.
Share capital:
During the year, the company has allotted 88,13,168 Equity shares of Rs.10/- each at a
premium of Rs.20/- each on rights basis on September 28, 2022. Further, during the year,
the company has not issued any shares under SUDITI ESOP PLAN 2011 to employees. During the
year under review and in the previous year, the company has neither granted any options
nor issued any shares to any employees under SUDITI ESOP 2011. The Certificate from the
Secretarial Auditors of the Company certifying that the Companys Stock Option Plans are
being implemented in accordance with the ESOP Regulations and the resolution passed by the
Members, would be available for inspection during the meeting in electronic mode.
As on March 31, 2023, the paid-up share capital of the company is Rs. 26,36,72,910/-
divided into 2,63,67,291 Equity shares of Rs. 10/- each and similarly the reserves have
also increased by Rs.17,62,63,360/- due to receipt of share premium from the issue which
is now accounted under other Equity.
Details of Subsidiary/Joint Ventures/Associate Companies:
The company has two subsidiary companies namely M/s. Suditi Design Studio Limited and
M/s. Suditi Sports Apparel Limited. Apart from this, the company has entered into a joint
venture arrangement with PAS Lifestyles Pvt. Ltd a company promoted by celebrity actor Ms.
Anushka Sharma and her family. The joint venture company M/s. SAA & Suditi Retail Pvt
Ltd. The statement containing the salient feature of the financial statement of a
companys subsidiary or subsidiaries and joint venture (AOC-1) is annexed and marked as
Annexure I.
Deposits:
The Company has not accepted any deposits within the meaning of Section 73 & 76 of
Companies Act, 2013 and the rules made there under.
Directors & the Key Managerial Personnel:
The list of Directors & KMPs of the company as on March 31, 2023 are as follows:
| Sr. No. |
Name of Director (DIN) |
Designation |
| 1 |
Mr. Rajagopal Raja Chinraj (DIN: 00158832) |
Whole Time Director (ED) & CEO |
| 2 |
Mr. Pawan Agarwal (DIN: 00808731) |
Non-Executive Director |
| 3 |
Mr. Vivek Gangwal (DIN: 01079807) |
Independent Director |
| 4 |
Mrs. Krina Gaurav Gala (DIN: 07040989) |
Independent Director |
| 5 |
Mr. Hari Gopalkrishnan |
Company Secretary |
During the year under review, following changes took place in the composition of the
Board of Directors:
• Mrs. Sanjula Sanghai (DIN 00049344), Independent Woman Director, has resigned
from the board with effect from October 14, 2022 due to pre-occupation with her family
business.
• Mrs. Krina Gaurav Gala (DIN 07040989) has appointed as an Additional Independent
woman Non- Executive Director on November 1, 2022.
Post financial year, the following changes took place in the composition of Board &
KMPs:
• Further, the tenure of the appointment of Mr. Rajagopal Raja Chinraj (DIN:
00158832) was due for renewal from June 1, 2023 and accordingly the company has
re-appointed Mr. Rajagopal Raja Chinraj as Whole Time Director (ED) & CEO with effect
from June 1, 2023 for a further period of 3 years. Since Mr. Rajagopal Raja Chinraj is
above 70 years the company has passed Special Resolution. These appointments are further
approved by the shareholders by passing special Resolution through Postal Ballot on
December 30, 2022.
• Mr. Gopalkrishnan, Company Secretary has retired from the services of the
company on May 31, 2023
• Mrs. Shweta Gupta has been appointed as Company Secretary cum compliance officer
w.e.f. August 16, 2023.
Further in accordance with the provisions of Section 152 of the Companies Act, 2013 the
Director and Chairman of the board Mr. Pawan Agarwal (DIN 00808731) retires by rotation in
the forthcoming Annual General Meeting and being eligible offer himself for reappointment.
Presently, the company has not appointed any Chief Financial Officer (CFO) due to the
prevailing situation and also on account of utilization of capacity at lower levels. The
company will be taking necessary measures in this regard after recording some improvement
in the operation. Till then the CEO will be overseeing the functions.
Further, none of the Directors are disqualified for being appointed as the Director of
the Company in terms of Section 164 of the Companies Act, 2013.
A declaration by an Independent Director(s) that they meet the criteria of independence
as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been
submitted to the Board every year in the first Board Meeting of the year including for the
year 2022-23. An independent director shall hold office for a term up to five consecutive
years on the Board of a Company, but shall be eligible for reappointment for next five
years on passing of a special resolution by the Company and making disclosure of such
appointment in the Boards report. In the opinion of the Board, the independent directors
fulfill the conditions specified in the Regulations and are independent of the management.
Directors Responsibility Statement:
The Directors hereby confirm -
i) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
ii) That 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 of the Company for that period;
iii) That the Directors have 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;
iv) That the Directors have prepared the annual accounts on a ‘going concern
basis;
v) That the directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and;
vi) That the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and were operating
effectively;
Meetings of the Board:
The company prepares a calendar of meetings in advance and circulated to the Directors.
During the year seven Board Meetings and four Audit Committee Meetings were convened and
held. 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
including the amendments and the rules.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent
Directors have reviewed the performance of all the Directors including their own
performance, as well as the evaluation of the working of its Audit committee, Nomination
& Remuneration committee and other Compliance Committees. The details are provided in
the Corporate Governance Report.
Particulars of contracts or arrangements with related parties:
The related party transactions undertaken by the company are within the permissible
limits of the special resolution passed by the shareholders and as a matter of prudence
all the transactions with related parties are also placed before the Audit Committee for
its review. An omnibus approval from the Audit Committee was obtained for the related
party transactions which are though repetitive in nature. All the transactions with
related parties, entered into during the year under review were in the Ordinary Course of
Business and on Arms Length Basis in accordance with the provisions of the Act, Rules
made thereunder and SEBI Listing Regulations.
The Audit Committee and the Board, review all the transactions entered into pursuant to
the omnibus approvals, on a quarterly basis. Approval of the Members of the Company is
also obtained in case any related party transaction exceeds the prescribed limits and as
good corporate governance practice, since there may be few transactions that may be
carried out in the long-term interest of the Company. The Policy on Related Party
Transactions is available on the Companys website and can be accessed at https://suditi.in.
The particulars of contract or arrangements entered into by the Company with related
parties at arms length basis referred to in sub-section (1) of section 188 of the
Companies Act, 2013 is disclosed in Form No. AOC-2 as Annexure II.
Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, details are annexed and marked as Annexure III and forms part of the report.
Energy, Technology and Foreign Exchange:
The particulars relating to conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act,
2013 is given in the Annexure IV forming part of this report.
Corporate Governance:
A separate section on Corporate Governance and a certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as stipulated under
Regulation 34 & other applicable Regulations of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 (Listing Regulations), form part of the Annual
Report.
Auditors:
M/s. Chaturvedi & partners, Chartered Accountants (FRN: 307068E) were appointed as
Statutory Auditors of the Company, at the 31st Annual General Meeting held on
September 29, 2022, for a term of 5 (five) consecutive years i.e. to hold office from the
conclusion of 31st Annual General Meeting until the conclusion of 36th
Annual General Meeting of the Company to be held in the financial year 2027.Further, the
aforesaid Statutory Auditors have confirmed that they are not disqualified to act as
Auditors and are eligible to hold office as Auditors of your Company for financial year
2023-24.
Further, the report of the Statutory Auditors along with the notes to accounts is
enclosed with the Financial Statements. The Auditors have issued an unmodified opinion on
the Financial Statements for the financial year ended 31st March, 2023. The Auditors of
the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.
Secretarial Audit Report:
In terms of Section 204 of the Companies Act 2013 and the rules made there under, Mr.
Shivhari Jalan, Practicing Company Secretary had been appointed as Secretarial Auditors of
the Company. The report of the Secretarial Auditors is enclosed. The Secretarial Audit
Report is self-explanatory and does not call for any further additional comments since the
comments are addressed separately in this report.
Cost Audit:
In view of the new Companies (Cost Records & Audit) Rules 2014 and amendment
thereof, the company is now out of the purview of the Cost Audit Report Rules.
Internal Audit & Controls:
The Company had appointed M/s. Shambu Gupta & Co., Chartered Accountants as the
internal Auditor to carry out the internal audit functions including the task of
suggesting and implementing the boards recommendations to improve the control environment
for the year 2022-23. Their scope of work covered 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.
Vigil Mechanism:
The company has set up a Vigil Mechanism in pursuant to the provisions of section
177(9) & (10) of the Companies Act, 2013 for directors and employees to report genuine
concerns from time to time. The Vigil Mechanism Policy has been made available to each and
every stakeholder and the Company has designated a senior official as Vigilance Officers
to support the Vigilance Mechanism functions.
Risk management policy:
A statement indicating development and implementation of a risk management policy for
Company including identification therein of elements of risk, if any, that in the opinion
of the Board may threaten the existence of the company is given separately in the
Corporate Governance Report.
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements:
The company has an internal control mechanism in operation to ensure that the financial
statements prepared are true, fair and transparent. Apart from this there is an internal
audit mechanism also apart from the direct supervision of the Management to ensure that
all the financial transactions executed are in compliance with applicable laws and
regulations and in line with the budget plans. All the major variations or deviations are
appropriately dealt with by the internal Audit department as well as by the Audit
committee. The Company had earlier engaged an independent Chartered Accountant Firm to
develop an improved and strong standard operating procedures and the same is followed.
According to the management the present mechanism followed in the company is adequate and
effective. The details are also stated in the Management discussion and analysis report
annexed herewith and form part of this report.
Particulars of loans, guarantees or investments under section 186 of the companies Act:
There are no loans/guarantee or security provided during the year under review. Details
of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Annual Report.
Extract of Annual Return:
As required pursuant to section 92(3) read with Section 134(3) (a) of the Act, the
annual return is placed on the website of the company.
Obligation of company under the "Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act 2013:
The company has set up a separate internal compliance committee under the "Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".
The Internal Complaints Committee is empowered to look into complaints relating to sexual
harassment at work place of any women employee. Accordingly, the Company has adopted a
policy for prevention of Sexual Harassment of Women at workplace and the Committee ensures
that the said policy is properly implemented all over the company. During the year Company
has not received any complaint of harassment.
Corporate Social Responsibility (CSR):
As per the provisions of the Companies Act, 2013, the company has constituted a
separate committee to formulate the CSR policy and ensure the compliance of the same as
per the provisions of the Companies act 2013. In view of the substantial losses reported,
there is no requirement for the company to earmark any amount for the purpose of CSR
expenditure.
However as per the provisions of the Act for the financial year 2019-20, the company is
required to spend an amount of Rs.7.20 Lakhs in the year 2020-21 and accordingly the
company has spent an amount of Rs.9.75 lakhs against the same. The surplus spend is
carried forward and the same will be adjusted against the amount to be spend subsequently.
Apart from this, the company needs to spend another amount of Rs.9.51 lakhs pertaining to
the profits computed based on the Financial Results of FY 2018-19. However, in view of the
prevailing circumstances the company has not made the expenditure of the same. The details
are separately provided in the disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014.
Transfer of amounts to Investor Education and Protection Fund:
There is an amount of Rs. 6,17,118/- lying unpaid and unclaimed in the unpaid dividend
account due to be transferred to Investor Education and Protection Fund (IEPF) by November
2023. Further the company has also transferred 40012 shares to IEPF. Pursuant to the
provisions of the Investor Education Protection Fund (Uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012. The Company has already
filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying
with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs.
Listing with Stock Exchange:
The Company confirms that it has paid the Annual Listing Fees to the BSE Ltd (Bombay
Stock Exchange Limited) where the Companys Shares are listed.
Statement on compliances of secretarial standards:
The Board has complied with applicable Secretarial Standards as specified u/s 118 of
Companies Act, 2013.
Miscellaneous:
• During the year, there was no change in the general nature of business of your
Company.
• There are no significant and material orders passed by any regulators or courts
or tribunals impacting the going concern status and companys operations in future.
• There are no material changes and commitment affecting financial position of the
Company which has occurred between the end of the financial year of the Company i.e. March
31, 2023 and the date of this Report.
• Your company has not issued equity shares with differential rights as to
dividend, voting or otherwise;
• Your Company did not allot any sweat equity shares. Therefore, no disclosures as
required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.
• During the financial year under review, no applications was made or proceeding
initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such
proceeding was pending at the end of the financial year under review.
Appreciation:
Your Company and its Directors wish to place on record their sincere appreciation for
the support and assistance extended by different Central and State Government Departments
and Agencies, Banks and Financial Institutions, Insurance companies, Customers and
Vendors. Your directors are thankful to the esteemed shareholders for their continued
support and confidence reposed in the company and its management. Your directors also wish
to place on record their deep sense of appreciation to all the employees of the Company
for their outstanding and dedicated contribution made towards the growth of the Company.
For and on behalf of the Board of Directors Of Suditi Industries Limited
Sd/-
Pawan Agarwal Chairman
DIN: 00808731
Place: Navi Mumbai
Date: August 14, 2023
+91-9892691696
