Dear Members,
Your Directors are pleased to present the 29th Annual Report on the
business and operations of the company together with the Audited Financial Statements for
the financial year ended March 31, 2023.
CORPORATE OVERVIEW AND GENERAL INFORMATION
The Company was incorporated on 1994 as Victory Paper and Boards
(India) Limited promoted by Anna Group, the industrial leaders for more than 50 years in
south India. During the year 2017-18, the company has taken over by the present
management. The company has started Aluminium roofing sheet production during the year
2018-19. Further the Company has acquired a ready to use textile Unit at Karur, Tamil
Nadu, consisting 32.5 acres of land and 5.5 lakh sq.ft of Factory building.
The company has commenced its commercial operations at the said unit
during the financial year 2019-20. To have more resonance with the current activities of
the company, the name of the company is changed to Scoobee Day garments (india) Limited
with effect from 30-092021. The Company SCOOBEE DAY GARMENTS (INDIA)
LIMITED is engaged in two segments, i. e, the Manufacturing of apparels
and readymade garments and Roofing solutions and is actively evaluating opportunities in
India.
2. FINANCIAL SUMMARY AND STATE OFCOMPANYS AFFAIRS
The Audited Financial Statements of your Company as on 31st March, 2023
are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBIListing Regulations") and the provisions of the
Companies Act, 2013 ("Act").
The summarized financial highlights are depicted below:
(Figures in lakhs)
Particulars |
31.03.2023 |
31.03.2022 |
Revenue from
operations |
5091.41 |
4250.65 |
Other Income |
188.00 |
94.31 |
Total Income |
5279.42 |
4344.97 |
Total
expense before interest, depreciation and taxes |
3896.12 |
3381.89 |
Profit/(Loss)
before interest, depreciation and taxes |
1383.30 |
963.08 |
Interest
Expense |
356.59 |
396.34 |
Profit/(Loss)
before depreciation and taxes |
10 26.70 |
566.73 |
Depreciation
expense |
242.94 |
213.95 |
Profit/(Loss)
before taxes |
783.76 |
352.78 |
Tax
expense |
- |
|
Current
Tax |
|
- |
Deferred
Tax |
|
- |
Profit/(Loss)
after tax |
783.76 |
352.78 |
The company during the year reported total income of Rs. 5279.42 lakhs
as against Rs. 4344.97 lakhs in the previous year. The net profit after tax amounted to
Rs. 783.76 lakhs as against Rs. 352.78 lakhs in the previous year.
There are no material changes or commitments affecting the financial
position of the company between the end of the financial year and the date of this report.
There were no material events that had an impact on the affairs of your
company. There is no change in the nature of your Companys business during the year under
review.
3. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2023 stood at Rs.13.50
Crore. There was no change in the paid up share capital during the year under review. The
Company does not have any outstanding paid-up preference share capital as on the date of
this Report. During the year under review, the Company has neither issued any shares with
differential voting rights nor granted any Stock options or sweat equity or warrants.
4. DIVIDEND AND RESERVES
Considering the carried forward loss and the need to conserve
resources, the Directors consider it prudent not to recommend payment of any dividend to
the members for the year ended 31st March, 2023. During the year under review, the company
has not transferred any amount to any of the reserves maintained by the company and there
were no amounts to be transferred to the Investor Education and Protection Fund (IEPF)
pursuant to the provisions of Section 124 (5) of the Companies Act, 2013 (the Act).
5. CREDIT RATING
The long term credit rating of your company, as given by CRISIL Ratings
Limited, has upgraded the ratings on the bank facilities to CRISIL ‘BB-/Stable/CRISIL
A4+ from ‘CRISIL B+/Stable/CRISIL A4.
6. FINANCIAL STATEMENTS
Your Company has consistently applied applicable accounting policies
during the year under review. The Management evaluates all recently issued or revised
accounting standards on an ongoing basis. The Company discloses standalone financial
results on a quarterly basis which are subjected to limited review and publishes
standalone audited financial statements on an annual basis. There were no revisions made
to the financial statements during the year under review.
7. RELATED PARTY TRANSACTIONS
All transactions or arrangement entered into with the related parties
for the year under review were on arms length basis and in the ordinary course of
business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules
Made thereunder are not attracted. Accordingly, the disclosure of
Related Party Transactions as required under Section 134 (3) (h) of the Companies Act,
2013 in Form AOC 2 is enclosed as Annexure C. However certain related party transactions
were considered as material in accordance with the Company policy on materiality of
related party transactions and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for which approved by shareholders at Annual General Meeting. The
company has developed a frameworkthrough Standard Operating Procedures for the purpose of
identification and monitoring of such Related Party Transactions.
All Related Party Transactions were placed before the Audit Committee
and also before the Board for their approval. Prior approval of the Audit Committee was
obtained for the transactions which were of a repetitive nature. The transactions entered
into pursuant to the approval so granted were reviewed and statements giving details of
all related party transactions were placed before the Audit Committee and the Board of
Directors for their approval on a quarterly basis.
All Related Party Transactions were placed before the Audit Committee
as also to the Board for approval. The policy on Related Party Transactions as approved by
the Board of Directors has been uploaded on the website of the Company viz.,
http://scoobeedaygarments.com/kvpbil uplo ads/downloads/0311210508285.
Policy o n Related Party Transactions.pdf.
The Members may refer to Note 30.5 to the Standalone Financial
Statements which sets out the related party disclosures as per the
Indian Accounting Standards.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY.
During the year under Report, your company has not given directly or
indirectly any loan to any person or other body corporate or has given any guarantee or
provide security in connection with a loan to any other body corporate or person and has
not acquired by way of subscription, purchase or otherwise, the securities of any other
body corporate, exceeding sixty percent of its paid-up share capital, free reserves and
securities premium account or one hundred per cent of its free reserves and securities
premium account, whichever is more as prescribed under section 186 of the Companies Act,
2013.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition
As on March 31, 2023, the Board of Directors of the Company comprises
of Six Directors, of which one Executive and five are NonExecutive Directors, which
includes, three Independent Directors. The composition of the Board of Directors is in
compliance with the provisions of Regulation 17 of the Listing Regulations and Section 149
of the Act.
None of the Directors of the Company have incurred any disqualification
under Section 164(1) & 164(2) of the Companies Act, 2013 (Act). Further, all the
Directors have confirmed that they are not debarred from accessing the capital market as
well as from holding the office of Director pursuant to any order of Securities and
Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory
authority.
In the view of the Board, all the directors
possess the requisite skills, expertise, integrity, competence, as well
as experience considered to be vital for business growth.The detailed analysis of various
skills, qualifications and attributes as required and available with the Board has been
presented in the Corporate Governance Report.
As per the provisions of Section 203 of the Act, following are the Key
Managerial Personnel of the Company as on the date of this Report:
1. Mr. K L V Narayanan -Managing director
2. Mrs. Zaphia Fareed - Chief Financial Officer, and
3. Mrs. Alphonsa Jose - Company Secretary and Compliance Officer
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Jeff Jacob (DIN: 08652962), Non-Executive
Director retires by rotation at the ensuing Annual General Meeting ("AGM") and
being eligible offers himself for re-appointment.
Changes in Board and KMP Composition
During the year under review changes takes place in the Composition of
Directors and Key Managerial Personnel as follows:
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mrs. Annamma George, (DIN: 07554396) Independent Woman
Director and Mr. T. M Poulose (DIN: 07976751), Independent Director has
resigned from the Board with effect from 13th October 2022 by personal reasons as stated
in their resignation letters.
Mr. Venkitanarayanan Kalpathy
Lakshminarayanan, (DIN 01273573) was reappointed as the Managing
Director of the company to hold office for a period of next 5 (Five) years effective from
30th November, 2022 by the Board of Directors at their meeting held on 12th August 2023 as
recommended by the nomination and remuneration committee of the company and the said
appointment was approved by the members at the Annual General Meeting held on 29th
September, 2022.
Further Mr. Augustine Antony appointed as the independent director of
the company, as recommended by the nomination committee, for a period of 5 consecutive
years by the Board of Directors at their meeting held on 12th August 2023 and the said
appointment was approved by the members at the Annual General Meeting held on 29th
September, 2022.
Pursuant to Regulation 30 read with Part A of Schedule III of SEBI
(listing Obligations and Disclosure
Requirements), Regulations, 2015 ("Listing Regulations"),
based on the recommendation of Nomination and Remuneration Committee of the Board of
Directors through a circular resolution passed on August 29, 2022 proposed the Appointment
of Smt. Elsamma Titus (DIN: 09712874) as Non-Executive
IndependentWomen Director and which was approved at the Annual General
Meeting held on 29th September, 2023. Section 203 of the Companies Act, 2013 read with
Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
and other applicable provisions of the Companies Act, 2013, as amended or reenacted from
time to time, the Board of Directors as per the recommendation of
Audit Committee recommended the appointment of Mrs. Zaphia Fareed
Thottathikudiyil as "Chief Financial Officer of the Company" ("CFO")
being a whole time key managerial personnel of the Company with effect from 20th August,
2022.
Pursuant to the provision of Section 203 and 205 of the Companies Act,
2013 read withRule 8 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014 and other applicable provision (including any modification or re-enactment
thereof), if any, of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, as
recommended by the Nomination and Remuneration Committee, appointed Mr. Abil Anil as the
Company Secretary and Compliance Officer of M/s. Scoobee Day Garments (India) Ltd, w.e.f
16th August 2022.
Mr. Abil Anil, Company Secretary and Compliance Officer resigned w.e.f
14.03.2023 post which Mrs. Alphonsa Jose was appointed as the Company Secretary and
Compliance Officer of the company w.e.f., 28.04.2023.
Apart from the above, there were no changes in the Key managerial
Personnel and the Directors of the Company during the period 2022-2023.
10.10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability, confirms that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) the Directors have 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 as at March 31, 2023 and of
the Profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) 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
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
11. ANNUAL PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the
Board level is pivotal to its Board engagement and effectiveness. The Nomination and
Remuneration Policy of the Company empowers the Board to formulate a process for effective
evaluation of the performance of individual directors, Committees of the Board and the
Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of
Schedule II to the Listing Regulations.
12. POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE
The Board of Directors have framed a Nomination and Remuneration policy
which lays down a framework for determining the qualifications, positive attributes,
Independence of a Director and the policy on remuneration of Directors, Key Managerial
Personnel, Senior Management Employees including functional heads and other employees. The
Nomination and Remuneration Policy is available on the website of the company in the web
link: www.scoobeedaygarments.com.
The policy lays emphasis on the importance of diversity within the
Board, encourages diversity of thought, experience, background, knowledge, ethnicity,
perspective, age and gender at the time of appointment.
The Nomination and Remuneration policy is directed towards rewarding
performance, based on achievement of goals. It is aimed at attracting and retaining high
calibre talent.
The salient features of the Nomination and Remuneration policy are as
follows:
a. The policy has been framed in accordance with the relevant
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
b. The policy spells out the criteria for determining qualifications,
positive attributes, and independence of a Director and the remuneration of Directors, Key
Managerial Personnel and Senior Management including functional heads.
c. The Committee has the discretion to decide whether qualification,
expertise and experience possessed by a person are sufficient/ satisfactory for the
concerned position.
d. No Independent Director shall hold
office for more than two consecutive terms of maximum 5 years each. In
the event the sameperson is to be appointed as an Independent Director after two
consecutive terms of five years, a cooling period of 3 years is required to be fulfilled.
e. The Director, KMP and Senior Management shall retire as per the
applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.
The Board will have the discretion to retain the Director, KMP, Senior Management in the
same position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
f. The remuneration/ commission shall be in accordance with the
statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time
being in force.
g. Deviations on elements of this policy in extraordinary
circumstances, whendeemed necessary in the interests of the Company, will be made if there
are specific reasons to do so in an individual case.
h. In case of any amendment(s), clarification(s), circular(s) etc.
issued by the relevant authorities, not being consistent with the provisions laid down
under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall
prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall
amend this Policy accordingly.
13. MEETINGS OF THE BOARD AND ITSCOMMITTEES
The Board met five times during the year under review and has accepted
all recommendations made to it by its various committees.
The details of the number of meetings of
the Board held during the Financial Year 202223 and the attendance of
Directors forms part of the Report on Corporate Governance.
14. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31,
2023:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Committee of Directors (Stakeholders Relationship Committee)
The details of the Committees of the Board along with their
composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report forming part of this Annual Report FY 202223.
15. AUDITORS & REPORTS OF THE AUDITORS
a) Statutory Auditor
Mr. Anil K Nayar, Chartered Accountant ( M. No. 202070), Kochi was
appointed as Statutory Auditor of the Company for a period of five consecutive years at
the 25thAnnual General Meeting ("AGM") of the Company to hold office till the
conclusion of the 30th AGM at a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditor.
The Statutory Audit Report forms part of the Annual Report. There is no
qualification, disclaimer, reservation or adverse remark made by the Statutory Auditor in
Auditors Report. There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section
143(12) of Act and Rules framed thereunder.
The company was not required to maintain cost records as prescribed
under Sub- section (1) of Section 148 of the Companies Act, 2013.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Company had appointed M/s CaesarPintoJohn & Associates LLP, Company
Secretaries to undertake the Secretarial Audit of the Company for the FY 2022-23, based on
consent received from M/s CaesarPintoJohn & Associates LLP, Company Secretaries. The
Secretarial Audit Report is annexed as Annexure A and forms an integral part of this
Report.
Pursuant to Regulation 24A of Listing Regulations read with SEBI
Circular No. ClR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial
Compliance Report of the Company is uploaded on the website of the company
www.scoobeedaygarments.com.
The Secretarial Audit Report and Secretarial Compliance Report for FY
2022-23, do not contain any qualification, reservation, or adverse remark.
16. INTERNAL FINANCIALCONTROL SYSTEMS AND ITS ADEQUACY
Internal Financial Control and Risk Management are integral to the
Companys strategy and for the achievement of the longterm goals. Companys success as an
organisation depends on its ability to identify and leverage the opportunities while
managing the risks. In the opinion of the Board, the Company has robust internal financial
controls which are adequate and effective during the year under review.
Your Company has an effective internal control and risk-mitigation
system, which is constantly assessed and strengthened with new/revised standard operating
procedures. The Companys internal control system is strong and commensurate with its
size, scale and complexities of operations.
M/s. Nimmy Michael & Associates, Chartered Accountants, Ernakulam
was the Internal Auditors of the Company for the financial year 2022-23.
Business risks and mitigation plans are reviewed and the internal audit
processes include evaluation of all critical and high risk areas. Critical functions are
reviewed rigorously, and the reports are shared with the Management for timely corrective
actions, if any. The major focus of internal audit is to review business risks, test and
review controls, assess business processes besides benchmarking controls with best
practices in the industry.
The Audit committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems
and also appraised of the internal audit findings and corrective
actions. The Audit Committee of the Board of Directors, Statutory Auditors and Business
Heads are periodically
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and also apprised of the
internal audit findings and corrective actions. The Audit Committee of the Board of
Directors, Statutory Auditors and Business Heads are periodically apprised of the internal
audit findings and corrective actions.
17. VIGIL MECHANISM
The Company has a Vigil Mechanism to report concern about unethical
behavior, actual or suspected fraud or violation of Companys code of conduct by the
Directors and employees. The vigil mechanism is disclosed in the website of the company
viz., http://scoobeedaygarments.com/kvpbil upl oads/downloads/0311210506182. Wistle Bl
ower policy and vigil mechanism.pdf.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company has set up corporate social responsibility Committee in
pursuance ofthe provisions of section 135 and Rules thereto and schedule VII of the
Companies Act, 2013.
The Corporate Social Responsibility Committee has constituted on
11.08.2023 with the following members:-
Mr. K L V Narayanan -Chairman
Mr. Dony Dominic - Member
Mr. Satheesh Kumar Gopa Kumar - Member
A Corporate Social Responsibility Policy in line with Section 135 and
Schedule VII of the Companies Act, 2013 has been framed which includes activities to be
undertaken by the Company as specified in Schedule VII and has been approved by the Board.
CSR Committee recommends the amount of expenditure to be incurred on
the activities and monitors the Corporate Social Responsibility Policy of the Company from
time to time.
As a responsible company, Scoobee Day Garments firmly believes in
contributing actively for the social welfare of people in Kizhakkambalam Panchayath. The
CSR Policy is disclosed in the website of the company as approved by the Board of
Directors on 11.08.2023http://scoobeedaygarments.com/ kvpbil
uploads/downloads/190823101113S coobeeday CSR Policy.pdf.
The provisions as mentioned in Section 135 of the Companies Act, 2013
are not applicable to your company for the Financial Year 202223.
19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
(PREVENTION, PROHIBITION& REDRESSAL) ACT 2013
In compliance of provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and
Rules framed thereunder, the Company has formulated and implemented a policy on
prevention, prohibition and redressal of complaints related to sexual harassment of women
at the workplace.
The Company is committed to providing a safe and conducive work
environment to all
its employees and associates. All women employees whether permanent,
temporary or contractual are covered under the above policy. The said policy has been
uploaded on the internal portal of the Company for information of all employees. An
Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act.
During the year under review, no complaints were reported to the Board.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Regulations is provided in a separate section and
forms an integral part of this Report as Annexure F.
21. CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together with a certificate from the Companys Auditors confirming compliance forms an
integral part of this Report as Annexure G.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Companys operations in future.
23. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
24. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Companies (Management and Administration) Rules, 2014, certified copy of Annual Return as
at March 31,2023 will be hosted on the website of the company in the following web link
http://scoobeedaygarments.com/investors.p hp.
25. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration that they meet
the criteria of independence as laid down under Section 149 of the Act. In the opinion of
the Board, all the Independent Directors possess the integrity, expertise and experience
including the proficiency required to be Independent Directors of the Company, fulfill the
conditions of independence as specified in the Act and are independent of the management
and have also complied with the Code for Independent Directors as prescribed in Schedule
IV of the Act. The Company has received declaration from Independent Directors in
accordance with Section 149(7) of the Act, that he meets the criteria of independence as
laid out in Section149(6) of the Act.
The Board of Directors is of the opinion that all the Independent
Directors meet the criteria regarding integrity, expertise, experience and proficiency. In
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have
confirmed that they have registered themselves with thedatabank maintained by the Indian
Institute of Corporate Affairs ("IICA")
26. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company, from time to time, familiarizes its Independent Directors
with their roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, business model of the Company, its products etc. and updates them
through various programme on changes / developments in the corporate and industry scenario
including those pertaining to statutes / legislation and on matters affecting the Company,
to enable them to take well informed decision and discharge their duties and
responsibilities in an efficient manner and to contribute significantly towards the growth
of the Company.
Further, all Independent Directors are taken through a detailed
induction and familiarization programme at the time of their appointment on the Board of
the Company. The induction programme is an exhaustive one that covers the history,
culture, background of the Company and its growth over the last several decades, various
milestones in the Companys existence since its incorporation, the present structure and
an overview of the businesses and functions.
The detail of familiarization programme is disclosed on the website of
the Company and is available at
http://scoobeedaygarments.com/kvpbil upl
oads/downloads/200223014909Familarizati on Programme and status.pdf
27. MANAGERIAL REMUNERATION
The Remuneration Policy for selection of Directors and determining
their independence sets out the guiding principles
for the Nomination and Remuneration Committee for identifying the
persons who are qualified to become the Directors. Your Companys Remuneration Policy is
directed towards rewarding performance based on review of achievements. None of the
employees employed throughout the financial year is in receipt of remuneration of Rs.1
Crore and Two lakhs in aggregate or more andnone of the employees employed for part of the
year are in receipt of Rs. Eight Lakhs and Fifty Thousand per month or more as specified
under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
The statement of Disclosure of Remuneration under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("Rules") forms part of the Corporate Governance Report and is
annexed to this Report as Annexure D.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the Members.
Your Companys policy on directors appointment and remuneration and
other matters ("Remuneration Policy") pursuant to the provisions of Section
178(3) of the Act is available on the website of your Company at:
http://scoobeedaygarments.com/kvpbil upl oads/downloads/0311210508044. Nominati on
Remuneration and Evaluation Policy.pdf.
28. RISK MANAGEMENT POLICY
The Board of directors review/assess the risk profile of the company on
a continual basis
with respect to its current business environment. The Audit Committee
has additional oversight in the area of financial risks and controls.
29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There are no companies which have ceased to be its Subsidiaries, joint
ventures or associate companies during the year under review.
30. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued Sweat Equity Shares during the year under
review and hence the disclosure as required under Section 54 read with rule 8(13) of
Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.
31. STATUTORY INFORMATION AND OTHER DISCLOSURES
(a) The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure B and
forms an integral part of this Report.
(c) The Company has not accepted any deposits, within the meaning of
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as
amended.
(d) No disclosure or reporting is required in respect of the
Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
as there were no
transactions/events during the year under review.
32. ACKNOWLEDGEMENT
Your Directors thank the Government of India, the State Governments,
and various regulatory authorities for their co-operation and support to facilitate ease
in doing business.
Your Directors also wish to thank its customers, business associates,
distributors, suppliers, investors and bankers for their continued support and faith
reposed in the Company.
Your Directors wish to place on record deep appreciation, for the
contribution made by the employees at all levels for their hard work, commitment and
dedication towards the Company. Their enthusiasm and untiring efforts have enabled the
Company to scale new heights.
For and on behalf of the Board For Scoobee Day Garments (India) Limited
(Formerly known as Victory Paper and Boards (India)
Limited)
Sd/- |
Sd/- |
K L V
Narayanan |
Dony
Dominic |
Managing
Director |
Director |
DIN:
01273573 |
DIN:
03588411 |
Place: Kizhakkambalam Date: 11.08.2023
+91-9892691696
