To,
The Members,
Your directors have pleasure in presenting their 41st Annual Report on the
business and operations of the company together with the Audited Statement of Accounts for
the year ended 31st March, 2023.
1. Financial Highlights
|
|
(Rs. in Lacs) |
| Particulars |
Current Year |
Previous Year |
| Turnover |
3444.04 |
3075.81 |
| Other Income |
1.90 |
4.42 |
| Profit/(loss) before Depreciation and Taxation |
188.01 |
173.52 |
| Less: Provision for Depreciation |
79.63 |
82.34 |
| Profit/(Loss) before taxation |
108.38 |
91.18 |
| Less: Provision for Taxation |
20.00 |
17.00 |
| Profit/(Loss) after tax |
88.38 |
74.18 |
| Add: Balance B/F from the previous year |
152.02 |
60.37 |
| Add: Transferred from General Reserve |
- |
- |
| Add: Transferred from Export Profit Reserve |
- |
- |
| Add: Re-measurement gain/(loss) on defined benefit plan |
5.49 |
16.53 |
| Add/(Less): provision of Taxation for earlier Year |
-1.33 |
0.94 |
| Balance carried to Balance Sheet |
244.56 |
152.02 |
2. State of Companys Affairs and Future Outlook
Company is operating under single segment that is textile manufacturing. During the
year under review, the company has achieved a sales turnover of Rs.3444.04 Lacs as
compared to 3075.81 Lacs for the previous year registering an increase of 11.98%. However,
profit after tax at Rs. 88.38 Lacs for the year under review has registered an increase of
19.14% as compared to 74.18 Lacs for the previous year.
3. Dividend
The Board of Directors have decided to conserve the resources for future requirements
and hence do not recommend any dividend for the year under review.
4. Amounts Transferred to Reserves
The company was not required to transfer any amount to Reserves.
5. Changes in Share Capital
The paid up Equity Share Capital as on March 31st, 2023 was Rs. 336.28 Lacs
only. There was no change in the Share Capital during the year under review.
6. Annual Return
In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of
the Company is available on the website of the Company www.vorkexports.in under the tab
Annual Return for the year 2022-2023.
7. Number of Board Meetings
During the year under review Board of Directors met Thirteen (13) times including one
meeting of independent directors of the company, the details of which is mentioned/given
in Corporate Governance Report (Annexure-2). The provisions of Companies Act, 2013
and listing agreement were adhered to while considering the time gap between two meetings.
8. Particulars of Loan, Guarantees and Investments under Section 186
The company has not given any loan or given guarantee for loans taken by others from
banks or financial institutions or made investments during the year under review.
9. Human Resources
The well-disciplined workforce which has served the company for three decades lies at
the very foundation of the companys major achievements and shall well continue forthe
years to come. The management has always carried out systematic appraisal of performance
and imparted training at periodic intervals. The company has always recognized talent and
has judiciously followed the principle of rewarding performance.
10. Related Party Transactions
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. The Board of Directors has adopted Related Party Transaction Policy and the same is
available on following link http://www. http://www.yorkexports.in/financial-results/policv/related%20%20partv%2Otransactions.pdf
Further all the necessary details of transaction entered with the related parties as
defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the
said Act are the part of notes to the financial statements provided in this annual report.
However, there were certain related party transactions in terms of regulation 23 of the
SEBI (listing obligations and disclosure requirements) regulations, 2015 which were
entered into on an arms length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
11. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the
Companies (Accounts) Rules , 2014, is annexed.
12. Details of Subsidiary, Joint Venture or Associates
The company has no subsidiary or Joint Ventures. However, the company has an associate
company viz. York Oil & Fats Pvt. Ltd.
13. Risk Management Policy
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion. Therefore, in accordance with
clause 49 of the listing agreement the Board members were informed about risk assessment
and minimization procedures after which the Board formally adopted steps for framing,
implementing and monitoring the risk management plan for the company. The main objective
of this policy is to ensure sustainable business growth with stability and to promote a
proactive approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related
issues. In todays challenging and competitive environment, strategies for mitigating
inherent risks in accomplishing the growth plans of the Company are imperative. The common
risks inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
14. Internal Control System and their Adequacy
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
15. Vigil Mechanism/Whistle Blower Policy
In orderto ensure that the activities of the Company and its employees are conducted in
a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviourthe company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report (Annexure-2) and also
posted on the website of company.
16. Reappointment of Independent Directors
There is no re-appointment of independent directors during the period under review.
17. Directors & Committees
In accordance with the provisions of Companies Act, 2013 Sh. Aayush Dhawan (DIN:
00277485), Director retires by rotation and being eligible offers himself for
re-appointment. There is no change in the composition of Board during the year under
review.
18. Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Applicable regulations of SEBI
(listing obligation and disclosure requirements) regulation, 2015 , the Board has carried
out annual performance evaluation of its own performance, the directors individually as
well the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholder committee.
The manner in which the evaluation has been carried out has been explained in Corporate
Governance Report.
19. 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 (Annexure
2).
20. Deposits
The Company has not accepted any deposits during the year and no deposits remained
unpaid or unclaimed as at the end of the year under review and there has been no default
in the repayments of deposits.
21. Audit Committee
The company has constituted the audit committee and has the following Chairman and
members:
| Name of the Director |
Designation |
| Mr. B. B. Jain |
Chairman and Independent Director |
| Mr. Anil Bansal |
Member and Independent Director |
| Mr. Ajay Puri |
Member and Independent Director |
| Smt. Veena Vahi |
Member and Independent Director |
22. Nomination and Remuneration Committee
The company has constituted Nomination and Remuneration Committee and has the following
Chairman and Members:
| Name of the Director |
Designation |
| Mr. B. B. Jain |
Chairman and Independent Director |
| Mr. Anil Bansal |
Member and Independent Director |
| Mr. Ajay Puri |
Member and Independent Director |
| Smt. Veena Vahi |
Member and Independent Director |
23. Stakeholders Relationship Committee
The company has constituted Stakeholders Relationship Committee and has the following
Chairman and Members:
| Name of the Director |
Designation |
| Mr. B. B. Jain |
Chairman and Independent Director |
| Mr. Ajay Puri |
Member and Independent Director |
| Smt. Veena Vahi |
Member and Independent Director |
24. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
a) That in the preparation of the annual financial statements 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) That such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made 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 financial year ended
31st March, 2023.
c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
25. Declaration by Independent Directors
The Company has received declaration of Independence from Sh. Bharat Bhushan Jain, Smt.
Veena Vahi, Sh. Anil Kumar Bansal and Sh. Ajay Puri that the Independent Directors meet
the criteria of independence as laid down under Section 149 (6) of the Companies Act,
2013.
26. Sexual Harassment Prevention
York Exports Limited has implemented Prevention, prohibition and redressal Act, 2013 in
its entirety regarding the sexual Harassment of women at workplace. Internal Complaints
Committees as per the provisions of the act have been constituted at corporate and works
offices of York exports limited. Summary of sexual harassment issues raised, attended and
dispensed during the year 2022-23
| No of complaints received in 2022-23 |
-NIL- |
| No of complaints disposed off |
-NIL- |
| No of cases pending for more than 90 days |
-NIL- |
| No of workshops or awareness programme against sexual harassment carried out |
1 |
| Nature of action taken by the employer or District Officer |
-NIL- |
27. Auditors > Statutory Auditors
At the Annual General Meeting held on 30th September, 2022, M/s Nanda & Bhatia,
Chartered Accountants (Firm Registration No.004342N), were appointed as Statutory Auditors
of the Company to hold office till the conclusion of 45th Annual General Meeting of the
Company. Further, the Statutory Auditors of the Company have submitted Auditors Report on
the accounts of the Company for the accounting year ended 31st March, 2023. This Auditors
Report is self-explanatory and requires no comments.
Audit Report
There is no qualification or adverse remark in Auditors report. There is no incident
of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act,
2013.
> Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed Reecha Goel & Associates (CP No.:6562, FCS: 7012),Company Secretaries to
undertake the secretarial audit of the company. The Secretarial Audit Report for the year
ended 31.03.2023 is annexed (Annexure-3).
> Internal Auditors
Sh. Sonu Sharma has been appointed as an Internal Auditor of the company under Section
138 of Companies Act, 2013 to conduct internal audit of functions and activities of the
company.
> Cost Auditors
The provisions for maintenance of cost records and cost audit are not applicable to
company.
28. Significant and Material Orders Passed by the Regulators or Courts
During the year under review, No Order has been passed by any Regulators or Courts
which affects the nature of going concern of the Company.
29. Corporate Governance
As per applicable regulations of SEBI (listing obligation and disclosure requirements)
regulation, 2015 with the Stock Exchanges, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Companys
Secretarial Auditor confirming compliance forms an integral part of this Report (Annexure-
2 and Annexure 2A).
Declaration by Managing Director that the Board Members and KMPs have complied with the
Code of Conduct is attached (Annexure 2C).
30. Corporate Social Responsibility
Though the provisions of Companies Act, 2013 regarding Corporate Social responsibility
are not attracted to the company yet the Company has been, over the years, pursuing as
part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much
beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the
community with those of the Company itself in an environment of partnership for inclusive
development.
31. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5, of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows:
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are NIL
The remuneration paid to all Key management Personnel was in accordance with
remuneration policy adopted by the company.
The details forming part of top ten employees in terms of remuneration of the Company
is annexed herewith (Annexure-1).
The statement containing particulars of employees as required under Section 197 (12) of
the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
| s. No. |
Name of Director/ KMP and Designation |
Remuneration of Director/ KMP for the FY 2022-23 |
Percentage Increase/ Decrease in remuneration in the Financial Year
2022-23 |
Ratio of Remuneration of each director to the Median Remuneration of
Employees |
| 1 |
Ashwani Dhawan (Mq. Director) |
33,00,000 |
10.00 |
13.90 |
| 2 |
Aayush Dhawan (Whole time Director) |
25,20,000 |
10.53 |
10.61 |
| 3 |
Jyoti Parihar (Company Secretary) |
210000 |
0.00 |
0.88 |
| 4 |
Hakikat Rai Dhawan (CFO) |
492329 |
7.75 |
2.07 |
The median remuneration of employees of the Company during the financial year 2022-23
was Rs.237437/-
32. Material Changes and Commitment, if any, affecting the Financial Position of the
Company
There are no material changes or commitment during the period under review affecting
the financial position of the company.
33. Financial Viability of the Company
The company has not defaulted in repayment of dues to financial institutions, banks and
not given any guarantee for loans taken by others from banks or financial institutions
during the year under review.
34. Disclosure under the Insolvency and Bankruptcy Code
Company has not made any application or any proceeding is pending under the Insolvency
and Bankruptcy Code (IBC), 2016 during the year under review.
35. Disclosure on Valuation of Assets
During the year under review, the Company has not done any one time settlement and
hence no information is provided on difference between the amounts of the valuation
executed at the time of one time settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof.
36. Acknowledgements
The company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and
others associated with the Company. Your Directors wish to thank the shareholders for
their continued support and cooperation. We look forward to receiving the continued
patronage from all quarters in the years to come.
37. Cautionary Statement
The statements contained in the Boards Report and Management Discussion and Analysis
contain certain statements relating to the future and therefore are forward looking within
the meaning of applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual
results.
|
For and on behalf of the Board of Directors |
|
(Ashwani Dhawan) |
(Aayush Dhawan) |
|
Managing Director |
Whole time Director |
|
DIN:00264986 |
DIN: 00277485 |
| Place: Ludhiana |
|
|
| Dated: 01.09.2023 |
|
|
+91-9892691696
