To
The Members
Global Knitfab Limited
Your Directors are pleased to present to the valued stakeholders the 23rd
Annual Report of Global Knitfab Limitedalong with the Audited Financial Statements of the
Company for the Year ended March 31st, 2017.
FINANCIAL HIGHLIGHTS- AT A GLANCE
• Overall Performance of your Company
• The Financial Year 2016-17 had been fortunate for the Company as your Company
has shown a good performance during the year under review. The Net Profits of your Company
for the Financial Year 2016-17 is Rs. 14,841,560.51.
• The financial summary, performance highlights operations/state of affair of your
Company for the year are summarized below:
|
|
Amount in Rs. |
| PARTICULARS |
|
Standalone |
|
2016-17 |
2015-16 |
| Income from Business |
60,883,857.45 |
115,603 |
| Operations |
|
|
| Other Income |
5,663,640.52 |
3,035,603 |
| Total Income |
66,547,497.97 |
3,151,206 |
| Less: Expenditure except |
48,559,635.38 |
2,995,767.32 |
| Depreciation |
|
|
| Profit/Loss before Depreciation |
17,987,862.59 |
155,438.68 |
| and Tax |
|
|
| Less: Depreciation |
3146302.08 |
1,020,195.53 |
| Profit/Loss before Tax |
14,841,560.51 |
(864,756.85) |
| Less: Tax Expense |
0 |
0 |
| Add: Deferred Tax Asset |
0 |
0 |
| Net Profit/Loss after Tax |
14,841,560.51 |
(864,756.85) |
DIVIDEND
No Dividend was declared for the current financial year due to loss incurred by the
Company.
RESERVES
The Board proposes no amount to transfer to the reserves and an amount of Rs.
14,841,560.51 is proposed to be retained in surplus.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
DEPOSITS
During the year under review, the Company has not accepted any deposits in terms of SECTION
73 of the Companies Act, 2013 to be read with the Companies (Acceptance of Deposits)
Rule, 2014 as amended from time to time.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company
during the financial year 2016-2017.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section of this Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in nature of business of the Company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
During the year under review, no change has taken place in the composition of Board of
Directors.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013
All Independent Directors have given declarations under section 149(7) that they meet
the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013
and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review, there were no changes in the Accounting treatment in
the Financial Statements for the financial year 2016-17, different from that as prescribed
in Accounting Standards, prescribed by the Institute of Chartered Accountants of India
(ICAI).
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92
of the Companies Act, 2013 in Form MGT-9 is annexed as "Annexure-I " with this
report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, Six Board Meetings, Four Audit Committee Meetings, One
Nomination & Remuneration Committee Meetings, Four Stakeholders Relationship
Committee Meetings and One Internal Compliant Committee Meetings were convened and held.
All the Meetings including Committee Meetings were duly held and convened and the
intervening gap between two consecutive meetings was within the period prescribed under
the Companies Act, 2013 to be read with the SEBI (Listing Obligations &Disclosure
Requirements), Regulations 2015.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of
section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing
Obligation & Disclosure Requirement) Regulation, 2015.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line with
the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of
the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisions
of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.
BOARD ANNUAL EVALUATION
The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual
Evaluation is to be made by Board of its own performance and that of its Committee and
individual Directors. Schedule IV of the Companies Act, 2013 states that performance
evaluation of the Independent Director shall be done by Directors excluding the Director
being evaluated. The Board carried out a formal annual performance evaluation as per the
criteria/framework laid down by the Nomination & Remuneration Committee of the company
and adopted by the Board. The evaluation was carried out through a structured evaluation
process to judge the performance of individual Directors including the Chairman of the
Board. They were evaluated on parameters such as their education, knowledge, experience,
expertise, skills, behavior, leadership qualities, level of engagement & contribution,
independence of judgment, decision making ability for safeguarding the interest of the
Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire
Board except the participation of concerned Independent Director whose evaluation was to
be done. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The Board was satisfied with the evaluation
process and approved the evaluation results thereof.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee, framed a
policy for selection and appointment of Directors, Senior Management Personnel and
fixation of their remuneration thereof. The Policy contains, inter-alia, directors
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, etc.
FAMILIARIZATION POLICY
Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, theBoard
has framed a policy to familiarize Independent Directors about the Company.
STATUTORY AUDITOR, SECRETARIAL AUDITOR& COST AUDITOR WITH THEIR QUALIFICATION,
RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
M/s KJMA & Associates., Chartered Accountants were appointed as Statutory Auditors
of the Company for a period of five years. As per Section 139(1) of the Companies Act,
2013 the appointment of statutory Auditors shall be ratified by the shareholders of the
Company at every Annual General Meeting. Hence, the appointment of statutory auditors
shall be put for ratification at the forthcoming Annual General Meeting of the Company.
Qualification(s) and Directors comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accounts
of the Company are self-explanatory and in the opinion of the Directors, do not call for
any further clarification(s). Also, the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company
has appointed M/s Tanay Ojha & Associates, Company Secretaries to undertake
Secretarial Audit of the Company.
The Secretarial Audit was conducted by Mr. Tanay Ojha, Practicing Company Secretary,
and the report thereon is annexed herewith as "Annexure- II".
Qualification(s) and Directors comments on the report of Secretarial Auditor:
The observation made by the Secretarial Auditor in its report is given below:
1. The Company has not appointed a Whole Time Company Secretary pursuant to
Section 203 of the Companies Act, 2013.
Reply of Management for observation made by the Secretarial Auditors in their report:
1. In respect of observation pertaining to Section 203 of the Companies Act, 2013 for
the appointment of Company Secretary, it was replied by the management that the company is
in process of searching right candidate for the post of company secretary.
INTERNAL AUDIT
The Company had appointed Mr. Om Kant Aggarwal as Internal Auditor for the period
2016-2017 to carry out the Internal Audit Functions. The Internal Auditor submits a
"Quarterly Report" to the Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud, those have been observed by the Statutory Auditor
during audit of the financial statements for the financial year 2016-17, which are
required to be disclosed by the company in its Board Report under Section 143 (12) of the
Companies Act, 2013.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company has not given any loan(s) or guarantee(s) and has not made any investment
covered under the provision of the section 186 of the Companies Act, 2013 during the year
under review.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
COMPAIES ACT, 2013
In the financial year 2016-2017, company did not enter into any contracts or
arrangements with any related party.
FINANCIAL POSITION
A) Issue of equity shares with differential voting rights
No equity shares with differential voting rights has been issued by the company during
the financial year 2016-2017
B) Issue of sweat equity shares
The Company has not issued sweat equity shares pursuant to provisions of Section 54
read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014 during the
Financial Year.
C) Issue of employee stock options
The Company has not issued shares under employees stock options scheme pursuant to
provisions of Section Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014, so question does not arise about voting rights not exercised by employee during the
year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are no material changes or commitments noticed by the Board between the end of
financial year of the company as on 31st March, 2017 and the date of this
Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
To the best of the Managements knowledge, no significant and material order(s) were
passed by any regulator(s) or courts or tribunals which could impact the going concern
status and companys operation in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO
The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management. Currently, the company does not identify any element of risk which may
threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth, turnover or profit for
applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of
the Companies Act, 2013, hence the same are not applicable to the company for the period
under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the
activities of the Company & its employees are conducted in a fair & transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical
behavior, the company has adopted a vigil mechanism policy. This policy is explained in
"Corporate Governance Report" and is also posted on website of the company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013" and Rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the
year, no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the
said regulations, a separate section on corporate governance practices followed by the
company, together with the certificate from the companys Statutory Auditors/ Practicing
Company Secretary confirming compliance forms an integral part of this Report.
HUMAN RESOURCE
The relationship with employees continues to be harmonious. The company always consider
its human resource as its most valuable asset. Imparting adequate and specialized training
to its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control system
commensurate with the size, scale and complexity of its operation. The system encompasses
the major processes to ensure reliability of financial reporting, compliance with
policies, procedures, laws, and regulations, safeguarding of assets and economical and
efficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and the
effectiveness of the Companys Internal Financial Control System. The Statutory Auditors
of the Company have also reviewed the Internal Financial Control system implemented by the
Company on the financial reporting and in their opinion, the Company has, in all material
respects, adequate Internal Financial Control system over Financial Reporting and such
Controls over Financial Reporting were operating effectively as on 31stMarch,
2017 based on the internal control over financial reporting criteria established by the
Company.
The policies and procedures adopted by the Company ensures the orderly and efficient
conduct of its business and adherence to the companys policies, prevention and detection
of frauds and errors, accuracy & completeness of the records and the timely
preparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with the
objective of providing to the Audit Committee and the Board, an independent, objective and
reasonable assurance on the adequacy and effectiveness of the organizations risk
management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.
The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on
the financial statements, including the financial reporting system and compliance to
accounting policies and procedures followed by the Company.
PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered by
executives, staff and other workers of the Company for their hard work, dedication and
commitment. During the year under review, relations between the Employees and the
Management continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members and
members of the Senior Management of the Company. Additionally, all Independent Directors
of the company shall be bound by duties of Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have
affirmed compliance with the Code of Conduct.
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 remuneration paid by the company to the directors is disclosed in MGT-9.
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:
| a) Employed throughout the year |
Nil |
| b) Employed for part of the year |
Nil |
The remuneration paid to all Key Managerial Personnel was in accordance with the
remuneration policy as adopted by the company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to
state as follows:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments & estimates that are reasonable and prudent so as to give a true
& fair view of the state of affairs of the company at the end of the financial year
and of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & 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 & detecting fraud & other
irregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by the
Company and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for assistance and
co-operation received from the various stake holders including Financial Institutions,
Banks, Governmental authorities and other business associates who have extended their
valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of the
committed services rendered by the employees at all levels of the Company, who have
contributed significantly towards Companys performance and for enhancing its inherent
strength. Your Directors also acknowledge with gratitude the encouragement and support
extended by our valued stakeholders.
|
|
By Order of the Board of Directors |
|
|
For Global Knitfab Limited |
|
Sd/- |
Sd/- |
|
Ashwani Gupta |
Sanjita Gupta |
| Date: 06.09.2017 |
Managing Director |
Director |
| Place: Chandigarh |
DIN: 02186333 |
DIN: 03027503 |
+91-9892691696
