SURBHI INDUSTRIES LIMITED
To,
Dear Shareholders,
The Directors of your Company have pleasure in submitting their Thirty First Annual
Report together with the Audited Financial Statements for the year ended 31stMarch,2023.
FINANCIAL HIGHLIGHTS
(Amt. in Rs.)
Particulars |
Year ended 31st March |
Year ended 31st March |
|
2023 |
2022 |
| Total Revenue |
286,558,567 |
297,019,739 |
Profit/(Loss) before taxation |
8,92,555 |
19,426,290 |
| Less: Current Tax |
0 |
6,928,736 |
| Deferred Tax |
0 |
13,68,915 |
| Income Tax earlier years |
0 |
0 |
Profit For The Year |
8,92,555 |
11,128,639 |
| Less: Income Tax Items not classified in Profit and Loss accounts |
0 |
159645 |
| Total Comprehensive Income for the period |
8,92,555 |
11,288,284 |
Less: Appropriation |
0 |
0 |
| Adjustment relating to ITEMS not classified in P and L account |
0 |
0 |
| Transferred to General Reserve |
0 |
0 |
Closing Balance of Profit and Loss Accounts |
11,55,56,206 |
13,33,17,385 |
STATE OF THE COMPANYS AFFAIRS:
During the year under review, the company had total revenue of Rs. 28.65Crores against
the previous year total revenue of Rs. 29.70 Crores which shows approximately 0.03 %
decrease in comparison with the previous year. The company had occurred profit after tax
of Rs. 8 Lakh during the year compared to previous years profit of Rs. 11Lakh profit
slipped to 27% mainly due to higher inventory cost, finance cost and depreciation cost.
Overall market was on improving mode for the textile industry during the year 2022-23.
Company able to maintain reasonable profit and net profit ratio slipped to 0.33% mainly
due to increase in higher inventory cost and financial cost during the year. However,
company intends to reach to normal working condition.
DIVIDEND
In view of requirement of financial resources and considering the future requirements
of funds, your Directors are unable to recommend any Dividend for the year ended 31st
March 2023.
TRANSFER TO RESERVES
No amount has been transferred to any Reserve/s Account during the year under review.
ANNUAL RETURN
Pursuant Section 92 (3) Annual Return will be available on following web link:
https://www.surbhi.com/pdf/annual-reports/Annual-Return-Form-31.03.2023.pdf
Company will upload the Annual Return as per the provisions of the Companys Act 2013.
BUSINESS
COVID -19 has effected overall business environment, local as well as international
market adversely effected. Efforts are being made to assess the situation and to provide
better result than earlier years. In view of the increased activities, expansions and
programs to grab the emerging opportunities are under hold and after re-assessment of the
same further business expansion activities will be done.
Efforts are being made to provide better result than earlier years. In view of the
increased activities, expansions and programs to grab the emerging opportunities.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
CHANGE IN THE AUTHORISED, ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL DETAILS: THE
INCREASE / DECREASE DURING THE YEAR UNDER REVIEW:
The Authorised Share Capital of the Company is Rs. 5,00,00,000 divided into 50,00,000
(Fifty Lakh) Equity Share of Rs. 10 Each. The Issued, Subscribed and Paid up Share capital
of the Company is Rs, 3,43,74,000 divided into 34,37,400(Thirty Four Lakh Thirty Seven
thousand four hundred) of Rs. 10 each. During the year there is no Increase/decrease in
Authorised share capital as well as paid up share capital of the company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans if any, made by the Company are within the limits prescribed u/s 186 of the
Companies Act, 2013 and no guarantee or security is provided by the company.
The particulars of loans, guarantees and investments have been disclosed in the
financial statements members are requested to review the schedule for the same.
INSURANCE
All the properties and the insurable interest of the company including building, plants
and machinery and stocks wherever necessary and to the extent required have been
adequately insured.
AUDITORS REPORT
In the opinion of the directors, the notes to the accounts are self-explanatory and
adequately explained the matters, which are dealt with by the auditors. There is no
adverse remark in the report and hence nothing to report thereon.
TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND IF ANY:
There is no amount transferred to IEPF during the year under review.
DETAILS ABOUT SUBSIDIARY COMPANIES
There is no subsidiary company of the company during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Name of Director |
DIN |
Designation |
Date of Appointment/ Resignation |
| RAVJIBHAI PARBATBHAI PATEL |
00023332 |
Managing Director |
21/05/1992 |
| BIPINBHAI JASMATBHAI PATEL |
00023447 |
Wholetime Director& CFO |
21/05/1992 |
| SHEETAL HARSH PATEL |
06858676 |
Director |
30/06/2018 |
| SATISH NARANDAS PATEL |
08168748 |
Director |
30/06/2018 |
| HETALBEN ARVINDBHAI JOSHI |
ATMPJ4541N |
Company Secretary |
01/04/2016 |
A Declaration has been received from Independent Directors stating name of companies in
which they hold directorship and/or membership/ Chairmanship of Committees of Board, as
stipulated under Regulations of LODR
Regulation, 2015 are given at Corporate Governance of the Annual Report.
The Board of Directors of the Company at its meeting held on May 25, 2023, re-appointed
Mr. Satish Narandas Patel (DIN: 08168748) and Mrs. Sheetal Harsh Patel (DIN: 06858676), in
the capacity of Independent Director for a term of 5 years with effect from June 30, 2023
to June 29, 2028 subject to the approval of the Members of the Company.
Board recommend to approve the same as stated in the item number 3 & 4 of the
notice.
AUDITORS
M/S GHAEL CHOKSI & COMPANY (Firm Registration No. 0153978W from the conclusion of
29thAnnual General Meeting to conclusion of 34thAnnual General
Meeting on such remuneration as may be agreed upon by the Audit Committee/Board of
Directors in consultation with the Statutory Auditors.
Provision of Company (Amendment) Act 2017 become effective from 7thMay 2018
and thus Board has noted the appointment of auditor made for the period from the
conclusion of 29th Annual General Meeting to Conclusion of 34th
Annual General Meeting and hence there is no change in auditor formal resolution for
ratification is not mentioned in the notice.
M/s Tamakuwala & Associates, Chartered Accountants (FRN:143306W) were appointed as
Internal Auditor of the Company.
AUDITORS REPORT
In the opinion of the directors, the notes to the accounts are self-explanatory and
adequately explained the matters, which are dealt with by the auditors.There is no adverse
remarks in the report and hence nothing to report thereon.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There was no fraud reported by Auditor during the financial year 2022-23.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE:
There is no additional qualification, reservation or adverse remark given by statutory
Auditor or Secretarial Auditor in their report hence there is no requirement to give
comments by Board.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm:
1. That in the preparation of the annual accounts, the applicable accounting standards
have been followed and there are no material departures.
2. That such accounting policies have been selected and applied 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 ended on 31st
March 2023and of the Profit & Loss of the Company for that period.
3. That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the annual accounts have been prepared on a going concern basis
5. That internal financial control has been laid down to be followed by the Company and
that such internal financial controls are adequate and operating effectively.
6. That proper system has been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT
A detail of risk management committee is given under the Corporate Governance report,
which is forming part of this report.
VIGIL MECHANISM
Company has appropriate VIGIL Mechanism/whistle blower policy for directors and
employees to report genuine concerns. It shall provide for adequate safeguards against
victimization of director(s) or employee(s) or any other person who avail the mechanism
and also provide for direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases. The Vigil Mechanism /Whistle Blower policy has been
posted on the website of the Company ( www.surbhi.com )
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
For details of the meetings of the board, please refer to the corporate governance
report, which forms part of this report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which is forming part of the directors report.
DECLARTION OF INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149 of the Act, which came into effect from April
1, 2014, Mr. SATISH NARANDAS PATEL (DIN: 08168748), Mrs. SHEETAL HARSH PATEL (DIN:
06858676) submitted their disclosures to the Board that they fulfill all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 and under SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.
SECRETARIAL AUDIT AND OBSERVATIONS
Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there
under, the Company has appointed, Kishor S.Dudhatra, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company.
Report of the secretarial auditor will be given after board report as an attachment
which forms part of this report. There is no adverse remark on the Secretarial Audit
report and other details are self-explanatory.
SECRETARIAL STANDARD:
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of section 188(1)
of the Act. Company has paid rent of Rs. 132000/- to Surbhi Textile Mills Private Limited.
Which is as per Section 188 read with Rule 15 is not material related party transaction
thus pursuant to Information on transactions with related parties under section 134(3)(h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC- 2 is
NIL and hence Form AOC -2 is not attached with report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
Companys knitting and twisting plants are running with electricity which is supplied
by the Dakshin Gujarat Vij Company Limited. The plants are periodically checked as a
measure of periodical maintenance to minimal break down and energy conservation. However,
company production facilities do not offer much scope for energy conservation.
The Company has internal process for continuous efforts towards reduction and
optimization of energy consumption at its Corporate Office as well as all its
manufacturing facilities by usage of latest available technical solutions. The Company
also emphasizes to utilise the maximum natural sources of energy instead of using
electricity.
a) Steps taken or Impact on conservation of energy: Company has installed wind
mills & ground mounted solar park to conserve the natural resources and to promote
green energy.
The energy conservation measures taken are given as under during the financial year:
1. Total 9.67 lakh units were generated through wind mill.
2. Total 8.40 lakh units were generated through Ground mounted solar park.
Above units credit were given by DGVCL against its electricity consumption by the
unit.
b) Steps taken by the company for utilizing alternate source of energy: Company
is using wind energy and solar energy as alternate source of energy and the electricity
generated by the wind mill and solar was given as credit in the electricity bills raised
by the DGVCL.
c) Capital investment on energy conservation equipment: Company has made
investment in wind mill and solar.
A. Power and Fuel Consumption:
9 Particulars |
2022-23 |
2021-22 |
1 Electricity |
|
|
(a.) Purchased |
|
|
| Total Units (In lacs kw) |
35.86 |
29.68 |
| Total Amount (In lacs Rs.) |
276.38 |
215.18 |
| Rate / unit (In Rs.) |
7.71 |
7.25 |
(b) Own Generation |
|
|
| Wind Mill (units in lacs) (Credit was given in Electric Bill of Rs 65.30
lacs which amounts to Rs. 6.75 per unit) |
9.67 |
9.30 |
| Ground Mounted Solar Park (units in lacs) (Credit was given in Electric
Bill of Rs 40.91 lacs which amounts to Rs. 4.87 per unit) |
8.40 |
- |
| Surplus units of Solar Power (units in lacs) (Sale Bill of Rs 6.25 lacs
which amounts to Rs. 2.25 per unit) |
2.77 |
- |
2 Diesel |
N.A. |
N.A. |
3 Furnace Oil |
N.A. |
N.A. |
4 Others |
N.A. |
N.A. |
Technology absorption
The Companys plant is running satisfactorily. Wind power generation production is
going on.
During the financial year company has installed Ground Mounted Solar Park (Captive Use)
at Dinod village, Surat in which having install capacity 1263.6 kW (DC) / 1120 kW (AC).
Company has invested Rs. 5.23 CR for installation of Ground Mounted Solar Park. Injecting
power at 11 kV opting to wheel solar power for captive use within the state and commission
under the operative period of Gujarat Solar Policy 2021. No amount was used in research
& development
Foreign exchange inflow / out flow |
Year |
Year |
|
2022-23 |
2021-22 |
| Foreign Exchange inflow |
Nil |
Nil |
| Foreign Exchange outflow |
10,31,235 |
Nil |
CORPORATE SOCIAL RESPONSIBILITY:
Our company does not fall under the purview of Section 135 of companies Act, 2013.
Hence no Corporate Social Responsibility initiatives have been taken during the year.
However, companies do carry on CSR activities on its own as and when deemed fit.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements),Regulations 2015 ("SEBI Listing
Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Companys internal financial controls were adequate and effective during the
financial year 2022-23.
The details in respect of internal financial control and their adequacy are included in
the management discussion & analysis, which forms part of this report.
PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS PER RULE
8(5)(XI) & (XII) OF COMPANIES (ACCOUNTS) RULES, 2014:
No application or any proceeding is pending under IBC code, 2016. The company has never
made any One Time Settlement against the loans obtained from Banks etc and hence the said
clause is not applicable.
CORPORATE GOVERNANCE
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the company is not required to comply with the provisions of Regulations
17 to 27 and Clauses (b) to (i) and (t) of sub regulation (2) of Regulation 46 and para C,
D and E of Schedule V respectively, but for better governance, the Company had voluntarily
complied the same to the extent possible.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the report of the Corporate Governance and the Certificate of the Auditors of the Company
in respect of compliance thereof is not applicable to company.
COST AUDIT:
Applicable provisions of Cost Audit compliance, if any, were dealt separately. During
the year under review cost audit was not applicable to company and pursuant to Section 148
(1) company had maintained the applicable cost records.
LISITNG
At present your Companys securities are listed on the BSE Limited and scrip code of
company is 514260.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below: a. The ratio of the remuneration of each director to the median remuneration of
the employees of the Company for the financial year*:
| Executive directors/ Non-executive director |
Ratio to median |
| Ravjibhai Parbatbhai Patel |
28.18 :1 |
| Bipinbhai Jasmatbhai Patel |
26.30 :1 |
Note: Generally more than 85% of employees are of daily wage earner or of blue collar
workers and hence statistical date of median remuneration are not comparable in this type
of industries. b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the financial year *
| Directors, Chief Executive Officer, Chief Financial Officer and Company
Secretary |
% increase in remuneration in the financial year |
| RavjibhaiParbatbhai Patel |
10% |
| BipinbhaiJasmatbhai Patel |
10% |
| Hetal Joshi ( CS) |
0% |
c. The percentage increase in the median remuneration of employees in the financial
year*- approx. 10. %
* Company operates in the field of textile where in most of the employees are on
daily wages basis most of them are of operator, helper and cleaner category and due to
high attrition and irregular presence the salary of average employees are around
approximate Rs. 500-700 per day. In our case comparison of median salary of employee and
KMP is not comparable. d. The number of permanent employees on the rolls of Company-
130employees. e. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
* Company operates in the field of textile where in most of the employees are on
daily wages basis most of them are of operator, helper and cleaner category and due to
high attrition and irregular presence the salary of average employees are around
approximate Rs. 500-700 per day. In our case comparison of percentile increase already
made in salary of employee and KMP is not comparable.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Directors of Company affirms remuneration is as per the remuneration policy of the
Company.
There is no employee appointed in the company for which Information required under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is required to be provided.
TAXES:
Company is regularly paying Income tax, Goods and Services Tax, Sales Tax, and other
statutory dues like Provident
Fund, ESIC, as applicable. As regard to applicable Taxes appropriate provision and
treatments have been made as per law. Details of the payment refund and appeals and
disputed amount, if any, have been adequately provided in audit report and the same are
self-explanatory and the amount of dispute is being dealt with various authorities and
awaiting for final outcome.
INDUSTRIAL RELATIONS
Your Companys relations with its employees remained cordial throughout the year. The
Directors wish to place on record their deep appreciation for the services rendered by
staff members and executives of the company. Your company has taken adequate steps for the
health and safety of its employees.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY
No material changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the company to which the financial
statements relate, i.e. 31st March, 2023and the date of Board Report. Company
is assessing impact of COVID in the textile industry and the same is seen as major
challenges to the industry.Now, the Economy had took recovery and Company will contribute
towards the Economy of the Nation now onwards.
Registered Office: |
For and on behalf of the Board of Directors of |
"Surbhi House", |
Surbhi Industries Ltd |
2nd Floor, FP NO 206, |
|
B/h Old Sub Jail, Ring Road, |
Sd/- |
Khatodara Surat 395002 |
Bipinbhai Patel |
|
Chairman |
|
DIN: 00023447 |
Date:25.05.2023 |
|
Place: Surat |
|
+91-9892691696
