High Street Filatex Ltd Directors Report.
High Street Filatex Limited
Your Directors have immense pleasure in presenting the 25thAnnual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended on March 31, 2019.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31, 2019 is summarized as below: (Amount in Rs.)
|Particulars||Year ended on|
|Increase / (Decrease) in stock||(1,162,355)||(26,020)|
|Less: Manufacturing & other expenses||31,646,497||1,029,532|
|Profit/(Loss) before Depreciation & Tax||(3,225,325)||(5,40,174)|
|Profit/(Loss) after Depreciation before tax||(3,783,470)||(1,098,319)|
|Prior period items||-||3,750|
|Profit/Loss before Tax||(3,783,470)||(1,094,569)|
|Less: Provision for Taxation||0.00||0.00|
|Less: Taxation for earlier period||0.00||0.00|
|Profit/Loss after Taxation||(3,783,470)||(1,094,569)|
2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
During the year under review , sales of the Company is Rs.2 Crore as compared to Rs.2 lacs in the previous year as Company started trading of Yarn, commodity and enter into wide new range of socks for all type of age groups but due to high manufacturing and other expenses ,the company incurred a net loss of Rs.3783470 from the operations during the year under review.The Directors are putting in their best efforts to improve the performance of the Company.
Further, the paid up Share Capital of the Company as on 31st March 2019 is mentioned below: Paid up Equity Share Capital: 6,470,000 Paid up Preference Share Capital: 27,800,000 Management is planning to establish new project with the object of attainment of better future & growth. Consequent to such establishment, innovative knitting products will be developed and launched and wide new range of socks for all type of age groups, wrist bands and headbands will be produced.
In view of losses incurred during the year under review, your Directors did not recommend any dividend during the Financial Year 2018-19.
4. AMOUNTS TRANSFERRED TO RESERVES
No amount is proposed to be transferred to reserves for the financial year ended on 31st March, 2019.
5. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2019 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014in the prescribed format is appended as "Annexure- 1"to the Boards Report
6. NUMBER OF BOARD MEETINGS
Board meetings are conducted in accordance with the provisions of Companies Act, 2013 read with Articles of Association of the Company, SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standard -1. The Board meets at regular intervals to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board meetings are pre-scheduled and a tentative annual calendar of the Board meetings is circulated to the Directors well in advance to facilitate the Directors to plan their schedules and to ensure meaningful participation in the meetings. Notice along with detailed agenda with relevant notes of each Board meeting is given well in advance in writing to all the Directors with all the relevant provisions applicable.In case of Business exigencies, the Boards approval is taken through circular resolution except in the cases which has been restricted by the act, which is noted and confirmed at the subsequent Board meeting. The Chief Financial Officer of the Company is invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.
The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company, operational health & safety and other business issues.
The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.
Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.
The Board of Directors met to discuss and decide on Companys business policy and strength apart from other normal Board business. During the year 2018-19, 9(Nine) meetings of Board of Directors were held with a maximum time gap of not more than 120 days between any two meetings. The dates on which the said meetings were held were:
|S. No.||Date of Meeting||Total Strength of the Board||No. of Directors Present|
|1.||Tuesday,10th April 2018||5||5|
|3.||Monday,13th August 2018||5||5|
|7.||Saturday,15th December 2018||5||5|
|8.||Wednesday,19th December 2018||5||5|
|9.||Monday, 11th February 2019||5||5|
All the aforesaid Board meetings were in conformity with the provisions of the Companies Act,2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standards-1.
7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/s 186
During the year under review, the company has not given any loans or guarantee or provided security in connection with a loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.
8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered into by the companyduring with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2018-19 were in the ordinary course of business and on an armslength pricing basis and do not attractthe provisions of Section 188 of the Companies Act, 2013.There are also no materially significant related party transactions during the year under review 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. Thus, disclosure in Form AOC-2 is not required.
The company follows a documented framework for identifying ,entering into and monitoring the related party transactions.The deviations,if any, to the said process have been brought to the attention of Audit Committee suitably.
The policy on dealing with and materiality of Related party transactions has been placed on the Companys website and can be accessed at the following link: http://www.highstreetfilatex.in/asp/Related%20Party%20Policy.pdf
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes occurred and commitments took place between the end of the financial year to which this financial statements relate and the date of this Report which can affect the financial position of the Company.
10. RISK MANAGEMENT POLICY
In compliance with the requirements of regulations contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act,2013, Company has a Risk Management Policy to identify and assess the key risk areas,monitor and report compliance and effectiveness of the policy and procedure. Company has a well-established Risk Management framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with Companys commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined framework.The detailed risk management policy of company is available on the following weblink: http://www.highstreetfilatex.in/asp/Policy%20on%20Risk% 20Management.pdf
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders value and growth. The Board critically evaluates strategic direction of the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests of the shareholders and society at large. The Board is duly supported by the Whole time Director, Key Managerial Personnel and Senior Management Personnel in ensuring effective functioning of the Company. During the year, Ms. Sabita Roy (DIN:06791036),Director of the Company, who was retired and being eligible, was re-appointed and Mr. Bhagwan Singh (DIN: 02305246) was re-appointed as Chairman cum Whole Time Director of the Company with the approval of members at the Annual General Meeting held on 26th September, 2018.
Further Mr.Rajneesh Chindalia (DIN: 00050984), Independent Director of the Company,Mr.Rajdeep Ghiya (DIN: 00082495), Independent Director of the Company and Mr. Devendra Kumar Palod (DIN: 00082459) , Independent Director of the Company who were appointed as an Independent Directors in the Annual General Meeting of the Company held on 15th September, 2014for a period of five years . Based on the recommendation of Nomination and Remuneration Committee , their reappointment for a second term of five years was made with the approval of members at the Annual General Meeting held on 26th September, 2018. The Board of the Directors at their meeting held on 19th December 2018, accepted resignation of Ms. Shefali Singhal, Company Secretary and Compliance Officer due to some personal reason and engagements. Although the following change in the Board of the Directors occurred after the closure of financial year ,however your directors find it prudent to keep their hareholders informed about the following change:
Change in Directorate:
(i) Appointment of Mrs.Aishwarya Sethia as an Additional/Non Executive Director of the Company The Board of directors of the Company at their meeting held on 13th August 2019,based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Mrs. Aishwarya Sethia as an Additional /Non Executive Director and CFO with effect from 13thAugust 2019 ,subject to the approval of shareholders of the Company.
(ii) The Board of directors of the Company accepted resignation of Mrs. Sabita Roy , Director and Chief Financial Officer of the Company due to some personal reasons with effect from 13.08.2019.
The Board of directors of the Company at their meeting held on 19th April 2019,based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Ms Gunjan Partani as Company Secretary and Compliance officer of the Company.
Retirement by rotation and subsequent re-appointment:
In accordance with the provision s of Section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification (s) and re-enactments thereof for th time being in force) and Articles of Association of the Company Mr. Bhagwan Singh are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.
Composition of the Board
The Composition & category of the Directors along with their attendance at Board Meetings & Shareholdings as on 31st March, 2019 are given below:-
|S. No.||Name of the Director||Category of Director||
No. of Board Meetings
|Attendance of Last AGM held on 26/09/2018||No of Shares held||% of holding|
|Held during the tenure||Attended|
|1.||Mr. Bhagwan Singh||WTD* and Chair- man||9||9||YES||6299||0.97|
|2.||Mr. Devendra Palod||INE**||9||9||YES||NIL||NIL|
|3.||Mr. Rajdeep Ghiya||INE**||9||9||YES||NIL||NIL|
|4.||Mr. Rajneesh Chindalia||INE**||9||9||YES||NIL||NIL|
|5.||Mr. Sabita Roy||NE*** Director & CFO||9||9||YES||NIL||NIL|
*WTD-Whole Time Director **INE- Independent Non Executive *** NE- Non Executive
The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned withstatutory and business requirements. None of the Director is a Director on the Board of more than ten Public Limited Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as prescribed under the provisions of the Companies Act, 2013 and the terms and conditions of their appointment has been uploaded on the website of the Company. The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followe
12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedule IV and Rules issued thereunder, as well as clause (b) of the sub-regulation (1) of Regulation 16 of the Listing Regulations .Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and in terms of Regulation 25(8) of the Listing Regulations,the Independent Directors have confirmed that they are not aware of any circumstance or situation , which exist or may be reasonably anticipated ,that could impair or impact their ability to discharge their duties.
13. PUBLIC DEPOSITS
During the year under review, company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of The Companies Act, 2013 read with theCompanies (Acceptance of Deposits) Rules, 2014(including any statutory modification (s) or re-enactment(s) thereof for the time being in force).
14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgo during the financial year as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act ,2013,read with Rule 8 of the Companies (Accounts) Rules 2014, are given to the extent applicable in "Annexure- 2" forming part of this report.
15. STATUTORY AUDITORS
M/s Dilip Bachchawat & Co., Chartered Accountants, Jaipur (FRN: 009311C) was appointed as Statutory Auditors of the Company from the conclusion of 23rd Annual General Meeting of the Company which was held on September 18, 2017 to hold the office for a period of 5 years till the conclusion of 28th Annual General Meeting. M/s Dilip Bachchhawat, Chartered Accountants, Jaipur (FRN: 009311C) has tendered their resignation as Statutory Auditor of the Company with effect from the closure of business hour on August 27,2019.
Therefore, the Board of Directors of the Company in its meeting held on August 27, 2019 appointed M/s R Sogani & Associates, Chartered Accountants, Jaipur (FRN: 018755C ) as Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of this 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting.
The Company has received a certificate from M/s. R Sogani & Associates, Chartered Accountants,Jaipur to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the Companies Act, 2013. As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
16. STATUTORY AUDITORS REPORT
The Board has duly received the Statutory Auditors Report on the financial Statements of the company for the financial year ended 31st March, 2019 and the observations made by the Auditors are self explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.
The Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013
17. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board of Directors of the company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2018-19.
The Secretarial Audit Report for the financial year ended 31st March, 2019 under Companies Act, 2013 read with rules made there underin Form MR-3 obtained from M/s V. M. & Associates, Practicing Company Secretaries, Jaipur forms part of this Annual Report as "Annexure-3". The Secretarial Audit Report is self explanatory and as per Secretarial Audit Report the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc for the period of 2018-19 except that Statutory Auditor who has issued Limited Review Reports on Quarterly Financial Results has not subjected itself to Peer Review process of the Institute of Chartered Accountants of India and does not hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India in compliance with Regulation 33(1)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further for the above observation, management is of opinion that Statutory Auditor gave their written consent during their appointment that they are not disqualified to become an auditor and fulfills the eligibility criteria to appoint as statutory auditor of the company. In order to fulfill the compliance gap management took resignation from the existing auditor and approved the appointment of R SOGANI & ASSOCIATES, Chartered Accountants as a statutory auditor of the company for a period of Five Years from the conclusion of the ensuing Annual General Meeting of the company, subject to the approval of shareholders in the place of existing statutory auditors.
The Company has received consent from M/s V.M.Associates to act as auditor for conducting audit of the secretarial records for the financial year ending 31st March,2019.
Further, the Board has also re-appointed M/s V. M. &Associates, (FRN: P1984RJ039200) Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit for the Financial Year 2019-20. They have confirmed that their eligibility for the said appointment.
18. INTERNAL AUDITOR
Pursuant to Section 138 of The Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. As per the requirements of Companies Act, 2013 we had appointed CA Padmini Palod as the Internal Auditor of the Company for the financial Year 2018-19 for conducting Internal Audit.
In compliance with the aforesaid requirements, the board has re-appointed CA Padmini Palod as internal auditor to conduct the Internal Audit of the Company for the Financial Year 2019-20.
19. CORPORATE GOVERNANCE
Pursuant to the provisions of Regulation 15and Chapter V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year are not required to comply with the provisions of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per the latest Audited Financial Statements of the Company as at 31st March 2019, the paid-up Equity Share Capital and the Net Worth of the Company does not exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore, as aforesaid; hence compliance with the provisions of the Corporate Governance are not applicable to the Company.
However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.
20. MANAGEMENT DISCUSSION AND ANYALISIS REPORT
In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Companys business forms an integral part of this Reportas "Annexure No:4".
21. PARTICULARS OF EMPLOYEES
(a) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Companies Act, 2013 read with rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended)during the year under review.
Information as required by the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is given under:
|Name||Qualifi- cation||Age||Designa- tion||Remunera- tion||Experi- ence||Dt. of Employ- ment||Equity Shares held||Nature of Employ- ment||Share- holding||Rela- tion||Last Employ- ment|
|Bhagwan Singh||B.Com||36||Whole Time Director||120000/-||5 Years||10th Sept. 2013||6299||Whole Time||1.004||Not rela- ted||HR at High Street Fashions Limited|
|Shefali Singhal||B.Com, M.com and CS||26||Company Secretary||276536||3 Years||22nd July 2015||NIL||Whole Time||0||Not rela- ted||Company Secretary at High Street fashions limited|
22. LISTING REGULATIONS
During the period under review, the company has complied with all the mandatory requirements of SEBI (Listing Obligations and disclosure requirements) 2015 and other applicable regulations.
23. NOMINATION AND REMUNERATION POLICY
The current policy is to have an appropriate mix of executive and Non Executive Directors to maintain the independence of the Board and separate its function of governance and management. As on 31st March, 2019, the Board consists of 5 Directors, out of which 3 are non executive independent directors. The Chairman of the Board and 1 Non executive Woman Director. The Board periodically evaluates the need for change in its composition and size.
The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section(3) of Section 178 of Companies Act, 2013, adopted by the Board, is available on the following weblink :http://www.highstreetfilatex.in/asp/ nomination-and-remuneration-policy.pdf.
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act
24. BOARD EVALUATION & FAMILARIZATION PROGRAMME
The Nomination and Remuneration Committee of the Board is authorize to formulate a process for evaluating the performance of Individuals Directors, Committee of the Board and the Board as a whole.
The parameters for the performance evaluation of the Board, interalia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.
The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the Board, domain knowledge, vision, strategy, etc.
The Chairman of the respective Committees based on the feedback received from the committee members on the outcome of performance evaluation exercise of the committee, shares a report to the Board.
Board Level Performance Evaluation
The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, Board and its Committees. Considering the said provisions, the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination & Remuneration committee and approved by the Board.
During the year the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and Individual Directors based on a indicative list of factors.
The process for formal annual performance evaluation is as under:
Committee of Independent Directors at their separate meeting evaluates the performance of Whole Time Director, Non- Executive Directors, Chairman of the Companyand the Board as a whole.
The Board evaluates the performance of the Independent Directors (excluding the director being evaluated) and submit its report to the Nomination & Remuneration Committee.
The Board Evaluated the performance of Board level Committees.
Nomination & Remuneration Committee evaluate/ review the performance of each Director recommends appointment/ reappointment/ continuation of Directors to the Board. Based on the recommendation of Nomination &Remuneration Committee, Board will take the appropriate action.
The criteria for performance evaluation are as under:
Performance Evaluation of Non-Executive Directors and Chairman
Participation at Board / Committee Meetings, Managing Relationship, Knowledge and skill, Personal attributes,Compliance and Corporate Governance; Leadership; Strategy Formulation, Strategy Execution, Financial Planning/Performance, Relationships with the Board, Human Resource Management and Succession Planning, Personal Qualities;Resources; Conduct of Meetings.
Performance Evaluation of Board
Composition and Diversity; Strategic Foresight, Value Creation,Process and Procedures, Oversight of the Financial ReportingProcess and Internal Controls, Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring ofbusiness activities, Understanding of the business of the Company and Regulatory environment; Contribution to effective corporategovernance and transparency in the Companys Operations; Deliberations/decisions on the Companys strategies, policies,plans and guidance to the Executive Management.
Performance Evaluation of Committees
The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the Committee;Understanding of regulatory environment and developments;Interaction with the board. The company conducts Familiarization Programme for Independent Directors to enable them to understand their roles,responsibilities and rights.The details of programme for Familiarization of Independent Directors of your company areavailable on the following web link(http:// www.highstreetfilatex.in/asp/familarization-independent-programme.htm).
25. CEO/CFO CERTIFICATION
As required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 the CEO/CFO certificate for the Financial Year 2018-19 signed by Ms. SabitaRoy (Director & Chief Financial Officer)& Mr. Bhagwan Singh (Chairman cum Whole time Director) was placed before the Board of Directors of the Company at their meeting held on 20th May, 2019 and is annexed to the Board report as an "Annexure No.5".
26. COMMITTEES OF BOARD
Under the aegis of Board of Directors, several committees have been constituted which have been delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their guidance. These Board committees play an important role in overall management of day to day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board for taking note.
Under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Board of the Company has three committees namely: I. Audit Committee II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee These are briefly enumerated as under:
I. Audit Committee:
The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section177 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Audit Committee of the company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process.The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.
The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. Mr. Rajdeep Ghiya, Independent Director is the Chairman of the Committee. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the Boards overall responsibilities.
The constitution of the Audit Committee is as under:
Name of Members Designation
|Mr. Rajdeep Ghiya||Chairman (Independent Director)|
|Mr. Devendra Kumar Palod||Member (Independent Director)|
|Mr. Rajneesh Chindalia||Member (Independent Director)|
b.) Extract of Terms of Reference-
The terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013 are as follows:
(i) Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
(ii) Reviewing with the management quarterly, half yearly, nine months and annual financial statements before submission to the Board for approval;
(iii) Reviewing the Management Discussion and Analysis of the financial condition and results of operations iv) Reviewing with the management , the annual financial statements and auditors report thereon before submission to the Board for approval,with particular reference to: a) Matters required to be included in the Directors Responsibility Statement to be included in the Board Report as per Sec 134(3) (c ) of the Companies Act,2013
b) Changes in the Accounting Policies and practices and the reasons for the same ,major accounting entries involving estimates based on the exercise of judgement by management and significant adjustments made in the financial statements arising out of audit findings.
c) Compliance with listing and other legal requirements relating to financial statements
d) Disclosure of any related party transactions
e) Modified opinion (s) in the draft audit report,if any; V) Reviewing and considering the following w.r.t appointment of auditors before recommending to the Board
a) qualifications and experience of the individual /firm proposed to be considered for appointment as auditor
b) whether such qualifications and experience are commensurate with the size and requirements of the company and c) giving due regard to any order or pending proceeding relating to professional matters of conduct against the proposed auditor before the Institute of Chartered Accountants of India or any competent authority or any court.
vi) Recommending to the Board ,the appointment ,re-appointment and, if required ,the replacement or removal of the statutory auditor, fixing of audit fees and approving payments for any other service;
vii) Re-viewing and monitoring the auditor s independence and performance and effectiveness of audit process.
viii) Review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon;
ix) Reviewing the statements of significant related party transactions submitted by the management.
x) Reviewing and scrutinizing the inter corporate loans and investments;
xi) Review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same.
xii) Review and approve policy on materiality of related party transactions and also dealing with related party transactions.
xiii) Any other matter referred to by the Board of the Directors.
Powers of Audit Committee:
To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal and professional advice.
c.) Audit Committee Meetings and Attendance-
During the Financial Year 2018-19, 5(Five) meetings of the Audit Committee were held. The necessary quorum was present in all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company. The dates of the meetings are:
|Tuesday,10th April 2018||Tuesday, 29th May2018|
|Monday, 13th August 2018||Monday, 05th November 2018|
The table below provides the attendance of the Audit Committee members:
No. of Audit Committee Meeting during the year
|Mr. RajdeepGhiya||Chairman||Non-executive Independent Director||5||5|
|Mr. Devendra Kumar Palod||Member||Non-executive Independent Director||5||5|
|Mr. Rajneesh Chindalia||Member||Non-executive Independent Director||5||5|
The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), representatives of the Statutory Auditors, etc. to attend the Committees meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.
II. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual Report, non-receipt of dividend etc. This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.
Constitution of the Committee is as under:
|Mr. Devendra Kumar Palod||Chairman (IndependentDirector)|
|Mr. Rajneesh Chindalia||Member (Independent Director)|
|Mr. RajdeepGhiya||Member (Independent Director)|
b.) Terms of reference of the Stakeholders Relationship Committee are broadly as under-
The Stakeholders Relationship Committee specifically looks into various issues of the Shareholders such as this committee is formed to resolve grievances of the security holders of the company including complaints related to the transfer of shares, non-receipt of annual report , non- receipt of declared dividends, to issue share certificates pursuant to duplicate/ remat//renewal requests as and when received by the company. c.) Meetings
In order to expedite the working of the committee, the members of the committee meet regularly as and when it is required. During the year 2018-19, 4(Four) meeting of the committee was held. Date of the Meeting:
|Thursday,05th April,2018||Friday,10th August,2018|
|Friday,2nd November,2018||Monday,11th February,2019|
No. of Stakeholder Relationship Committee Meeting during the year
|Mr. Devendra Kumar Palod||Chairman||Independent Director||4||4|
|Mr. Rajdeep Ghiya||Member||Independent Director||4||4|
|Mr. Rajneesh Chindalia||Member||Independent Director||4||4|
d.) Details of Complaints:
No. of Complaints received and solved during the year-Q1- Nil, Q2- Nil, Q3- Nil, Q4- Nil
No pending complaints were there as on March 31, 2019.
e.) Company Secretary of the Company acts as the Secretary of the Committee.
III. Nomination and Remuneration Committee-
The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior Employees.
The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.
TheCommittee presently comprises of three members all of whom are Non-Executive Independent Directors viz. Mr. Rajneesh Chindalia, Mr. Devendra Kumar Palod and Mr. RajdeepGhiya. Mr. Rajneesh Chindalia is the Chairman of the Committee.
Extract of Terms of Reference-
The broad terms of reference of the Nomination and Remuneration Committee,as amended from time includes the following
-1) formulation of the criteria for determining qualifications, positive attributesand independence of a director and recommend to the board of directors apolicy relating to, the remuneration of the directors, key managerialpersonnel and other employees;
2) formulation of criteria for evaluation of performance of independentdirectors and the board of directors; 3) devising a policy on diversity of board of directors;
4) identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down,and recommend to the board of directors their appointment and removal.
5) whether to extend or continue the term of appointment of the independentdirector, on the basis of the report of performance evaluation ofindependent directors.
6) Undertake any oher matters as the Board may decide from time to time.
Meetings - During the Financial Year 2018-19, 2 (Two)meetings were held:-Tuesday,10th April,2018 Monday,13th August,2018
Non-executive Independent Directors Attendance and shareholding as on 31st March 2019:
No. of Nomination & Remuneration Committee Meeting during the year
|No. of Shares Held|
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a robust vigil mechanism through its whistle blower policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act .
The policy also provides protection to the employees and Directors who report unethical practices and iiregularities.Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy.The Company has provided dedicated e mail address email@example.com for reporting such concerns. Mr Rajdeep Ghiya is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy. The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy The Whistle Blower Policy is available on the following web link: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf. The Company has adopted a Code of conduct to regulate ,monitor and Report trading by the designated persons (Insider Trading Code) under SEBI (Prohibition of Insider Trading ) Regulations,2015.
The code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information can be accessed through the following link: http://www.highstreetfilatex.in/asp/Code_of_Practices_and_procedures_ for_fair_disclosure_of_UPSI.pdf
28. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, our directors confirm that: a) In the preparation of the Annual Accounts for the financial year ended 31st March,2019, the applicable accounting standards and Schedule III of the Companies Act,2013, have been followed and that no material departures have been made from the same; b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period; c) They 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) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively
29. INTERNAL FINANCIAL CONTROL
The Companys internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Companies Act, 2013. The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has complied with all the Secretarial Standards issued by the Institute of Company Secretaries of India.
31. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all the employees including the members of the Board and Senior Management Personnel . All the members of the Board and Senior Management Personnel have affirmed compliance with the said code of conduct for the financial year 2018-19. The declaration to this effect signed Mr. Bhagwan Singh, Whole Time Director of the company is annexed to this Board report as"Annexure No 6." The Code has been posted on the website(www.highstreetfilatex.in) of the Company.The Code can be accessed through the following link:http:/ /www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.
32. SEXUAL HARASSMENT POLICY
The Companys Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (Prevention of SexualHarassment of Women at Workplace Act) and Rules framedthereunder.
The Company conducts sessions for employees acrossthe organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. During the Financial Year 2018-19, no complaint of sexual harassment were received by the company.
The Company is committed to providing a safe and conducive work environment to all of its employeesand associates.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No Significant and material order was passed against the Company by any regulator or court or tribunal impacting going concern status and Companys operations in future.
The Board of Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its Brand within the sector.
Further the Consent of the Preference Shareholder is obtained to extend the date of redemption in respect of preference shares so as a result the said shares shall be redeemed on or before any time upto 07.10.2028. The Board places on record its appreciation for the support and cooperation to Company has been receiving from its suppliers, distributors, retailers and others associated with it as its trading partners. Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Board of Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
|Date: 27th August, 2019||For and on Behalf of the Board of Directors|
|Place: Jaipur||of High Street Filatex Limited|
|Reg Office: B-17, IInd Floor,|
|22 Godam Industrial||Bhagwan Singh|
|Area Jaipur RJ-302006||(Chairman and Whole time Director)|