High Street Filatex Limited
Your Directors have immense pleasure in presenting the 28th Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended on March 31, 2022.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31, 2022 is summarized as below:
|Less: Total Expenditure||46,909||24,133|
|Profit/(Loss) before Tax||135,574||(22,558)|
|Profit/(Loss) after Tax||135,574||(22,558)|
In the Global Pandemic situation of COVID-19, even after facing the restrictions/orders of the Central/State Government of the Company was dedicated and determined to keep its shareholders updated about everything on time.
This year also, Company had impact on the business due to the COVID-19, but the restrictions were not same like the earlier, business are still recovering from its impact but market was down for the Company, and it seems that business growth will take time as this pandemic has scattered every business in India.
2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK
During the year under review, total revenue of the Company was Rs. 18,248,245/- as compared to Rs. 157,509/- in the previous financial year.
During the year under review Company earned a profit of Rs. 135,574 hundred, from the operations and other activities/ capital gain(s) etc., and to achieve more positive results the Directors are putting in their best efforts to improve the performance of the Company.
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, but COVID-19 has impacted on the business of the Company for long term and this cannot be ascertained how long this impact continues on the business, but for the betterment board has taken all the precautionary measures to keep the business stable and sustainable.
The Company is determined to follow all the SOPs as issued by the Central/State Government and other statutory bodies. Since year 2020 Company is following the measures of social distancing, sanitizing the place of work, and making such adjustment by which all the works could be done digitally.
3. SHARE CAPITAL
The paid up Share Capital of the Company as on March 31, 2022 is mentioned below:
|Paid up Equity Share Capital||: Rs. 6,470,000|
|Paid up Preference Share Capital||: Rs. 13,600,000|
Your Directors did not recommend any dividend for the Financial Year 2021-22.
5. AMOUNTS TRANSFERRED TO RESERVES
No amount is proposed to be transferred to general reserves for the financial year ended on March 31, 2022.
6. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES
During the year under review, there was no associate, Joint Venture and Subsidiary Company.
7. ANNUAL RETURN
In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://www.highstreetfilatex.in/asp/annual-returns.htm
8. NUMBER OF BOARD MEETINGS
Board meetings are conducted in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as "the Act") read with Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and Secretarial Standard-1. The Board meets at regular intervals (at least once in a calendar quarter) 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, further notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. In case of Business exigencies, if any, the Board’s 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. During the Financial Year, every Board Meeting was conducted in accordance with all the relevant provisions applicable and also with in accordance with the relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India to ease the Companies Struggling due to restrictions imposed by the Central/State Government to contain the spread of Corona virus.
The Chief Financial Officer of the Company was 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 Company’s business policy and strength apart from other normal Board business. During the year 2021-22, Five (5) Board Meetings were held, and the intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India. The dates on which the said meetings were held are as follows:
01 Thursday, June 24, 2021
02 Wednesday, August 11, 2021
03 Monday, November 08, 2021
04 Monday, December 20, 2021
05 Thursday, February 10, 2022
9. 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.
10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered into by the Company with Related Parties as defined under the Act and the SEBI Listing Regulations during the financial year 2021-22 were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. 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 policy on dealing with and materiality of Related Party Transactions has been placed on the Company’s website and can be accessed through the following link:
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY/CHANGE IN NATURE OF THE BUSINESS
There were no material changes occurred and commitments that took place between the end of the financial year to which the financial statements relate and the date of this Report which can affect the financial position of the Company.
12. SIGNIFICANT AND MATERIAL ORDERS
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
13. RISK MANAGEMENT POLICY
In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act, 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 Company’s 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 and mitigate the same through a properly defined framework. The detailed risk management policy of Company is available on the following weblink: http://highstreetfilatex.in/asp/Policy_on_Risk_Managment.pdf
14. 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:-
? Mr. Bhagwan Singh (DIN: 02305246), Whole Time Director of the Company retired by rotation and being eligible for re-appointment, was re-appointed in the last AGM. ? Further tenure of Mr. Bhagwan Singh was completed/expired on September 09, 2021, accordingly on the approval of shareholders in 27th AGM, he was re-appointed as Chairman and Whole-time Director for a period of 3 years w.e.f. September 10, 2021 to September 09, 2024.
? Composition of the Board
The Composition & category of the Directors along with their attendance at Board Meetings, previous AGM & Shareholdings as on March 31, 2022 are given below:-
|S. No. Name of the Director||Category of Director||
No. of Board Meetings
|Attendance at Last AGM held on September 27, 2021||No of Shares held||% of holding|
|Held during the tenure||Attended|
|1. Mr.Bhagwan Singh||ED*||5||5||YES||6299||0.97|
|2. Mr.Devendra Kumar Palod||ID**||5||5||YES||NIL||NIL|
|3. Mr. Raj Deep Ghiya||ID**||5||5||YES||NIL||NIL|
|4. Mr. Rajneesh Chindalia||ID**||5||4||YES||NIL||NIL|
* ED- Executive Director
** ID- Independent Director *** NED- Non Executive Director
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 with statutory and business requirements. None of the Director hold office as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more than ten Public 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 Act 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 followed.
? Retirement by rotation and subsequent re-appointment
In terms of Articles of Association of the Company, read with Section 152 of the Act, Mrs. AishwaryaSethia (DIN: 02979618) Director (Non-Executive)of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors of the Company recommends this re-appointment at the ensuing Annual General Meeting.
15. 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 SEBI 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 SEBI 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.
The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.
16. PUBLIC DEPOSITS
During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
17. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during the financial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules 2014, are given to the extent applicable in "Annexure- 1" forming part of this report.
18. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act M/s R Sogani& Associates, Chartered Accountants, Jaipur (FRN: 018755C ) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting to be held in calendar year 2024.
Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has received certificate from the Auditors to the effect that they are not disqualified under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct. As required under Regulation 33 of the SEBI Listing Regulations, 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.
19. STATUTORY AUDITOR’S REPORT
The Board has duly received the Statutory Auditor’s Report on the financial Statements of the Company for the financial year ended March 31, 2022. 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 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.
Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.
20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2021-22.
The Secretarial Audit Report for the financial year ended March 31, 2022 under the Act read with rules made there under in Form MR-3 obtained from M/s V. M. & Associates, Company Secretaries, Jaipur forms part of this Annual Report as
The Secretarial Audit Report was self-explanatory and states that the Company complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that in one instance, financial results were not published in English Newspaper within the time period as prescribed under Regulation 47 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.
Further for the above observation the management responded that they have given the said financial results on August 12, 2021 to publish and accordingly financial results in Hindi Newspaper were published in the prescribed time limit i.e. by August 13, 2021 and for the financial results in English Newspaper we received email from Ad Agency that due to technical fault the said results did not publish in the English Newspaper and then the same was published on the August 14, 2021.
Further, the Board has also re-appointed V. M. & Associates, (FRN: P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the Company to conduct secretarial audit for the Financial Year 2022-23. They have confirmed their eligibility for the said appointment.
During the financial year 2021-22, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.
21. INTERNAL AUDITOR
Pursuant to Section 138 of the Act 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 the Act Company had appointed CA PadminiPalod Membership No. 074922 as the Internal Auditor of the Company for the financial Year 2021-22 for conducting Internal Audit.
In compliance with the aforesaid requirements, the board has re-appointed CA PadminiPalod as internal auditor to conduct the Internal Audit of the Company for the Financial Year 2022-23.
During the financial year 2021-22, no fraud was reported by the Internal Auditor of the Company in their Audit Report.
22. CORPORATE GOVERNANCE
Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing Regulations, 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 the SEBI Listing Regulations. As per the Audited Financial Statements of the Company the paid-up Equity Share and Net worth does not exceed the limit as mentioned above; hence compliance with the provisions of the Corporate Governance are not applicable to the Company.
However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Company’s business forms an integral part of this Report as "Annexure No: 3".
24. PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Act 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 Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is given under:
|Designation of the Employee||Whole-Time Director||Company Secretary and Compliance Officer|
|Qualification||B.A.||CS, and B.Com.|
|Remuneration received for the year||Rs. 120,000/-||Rs. 368,768/-|
|Date Of Commencement of Employment in the Company||September 10, 2013||June 01, 2021|
|Experience||7 years||3 years|
|Nature of Employment whether contractual or other||Contractual||Other|
|Percentage of the Shareholding held in the Company by the employee along with the spouse and dependent children||6299 Shares (0.97 %)||NIL|
|Name of Director/Manager of whom such employee is a relative||NIL||NIL|
|Last Employment||HR at High Street Fashions Limited||Company Secretary at High Street Fashions Private Limited|
The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure 5.
25. LISTING REGULATIONS
During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing Regulations and other applicable regulations.
26. 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 March 31, 2022, the Board consists of 5 Directors, out of which 3 are Non-Executive Independent directors, one Non executive Woman Director and one Executive 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 Act, adopted by the Board, is available on the following weblink :http://www.highstreetfilatex.in/asp/nomination-and-remuneration-policy.pdf.
The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:
(a) To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, with the objective to diversify the Board;
(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;
(c) To recommend to the Board on the selection of individuals nominated for Directorship;
(d) To make recommendations to the Board on the remuneration payable to the Directors / KMPs /Senior Officials so appointed /reappointed;
(e) To assess the independence of independent Directors;
(f) such other key issues/matters as may be referred by the Board or as may be necessary in view of the regulations and provision of the Act and Rules thereunder.
(g) To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;
(h) To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
(i) Performance Evaluation of every Director, Key Managerial Personnel and Senior Management Personnel.
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act.
27. BOARD EVALUATION
The parameters for the performance evaluation of the Board, inter alia, 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., and such evaluation was done by the means of questioners circulated to all the directors.
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 Act and the SEBI Listing Regulations 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 an indicative list of factors.
The process for formal annual performance evaluation is as under:
Independent Directors of the Company at their separate meeting evaluates the performance of Whole Time Director, Non- Executive Directors, Chairman of the Company and the Board as a whole. The Board evaluates the performance of the all Directors.
The Board evaluated the performance of Board 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 and Conduct of Meetings.
Performance Evaluation of Board
Composition and Diversity; Strategic Foresight, Value Creation, Process and Procedures, Oversight of the Financial Reporting Process and Internal Controls, Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring of business activities, Understanding of the business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in the Company’s Operations; Deliberations/decisions on the Company’s 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.
28. COMMITTEES OF BOARD
Under the aegis of Board of Directors, several committees have been constituted and 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 to take note.
Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have 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 Act 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 Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s 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. Raj Deep 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 Board’s overall responsibilities. The constitution of the Audit Committee is as under:
|Name of Members||Designation|
|Mr. Raj Deep Ghiya||Chairman (Independent Director)|
|Mr. Devendra Kumar Palod||Member (Independent Director)|
|Mr. Rajneesh Chindalia||Member (Independent Director)|
b.) Extract of Terms of Reference-
The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per the SEBI Listing Regulations are as follows:
(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
(ii) review and monitor the auditor’s independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors’ report thereon;
(iv) approval or any subsequent modification of transactions of the Company with related parties;
(v) scrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the Company, wherever it is necessary;
(vii) evaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters
(ix) review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon;
(x) reviewing the statements of significant related party transactions submitted by the management.
(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.
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 2021-22, 4(four) 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:
01 Thursday, June 24, 2021
02 Wednesday, August 11, 2021
03 Monday, November 08, 2021
04 Thursday, February 10, 2022
The table below provides the attendance of the Audit Committee members:
|Name||Position||Category||No. of Audit Committee Held||Meeting during the year Attended|
|Mr. Raj Deep Ghiya||Chairman||Non Executive (Independent Director)||4||4|
|Mr.Devendra Kumar Palod||Member||Non Executive (Independent Director)||4||4|
|Mr. Rajneesh Chindalia||Member||Non Executive (Independent Director)||4||4|
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, Secretarial Auditors etc. to attend the Committee’s 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 (Independent Director)|
|Mr. Rajneesh Chindalia||Member (Independent Director)|
|Mr. Raj Deep Ghiya||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:
1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
c.) Stakeholders’ Relationship Committee Meetings and attendance
During the year 2021-22, 01 (one) meeting of the committee was held on Wednesday, August 11, 2021.
The table below provides the attendance of the Stakeholders’ Relationship Committee members:
|Name||Position||Category||No. of Stakeholder Relationship Committee Meeting during the year|
|Mr.Devendra Kumar Palod||Chairman||Non Executive (Independent Director)||1||1|
|Mr. Raj Deep Ghiya||Member||Non Executive (Independent Director)||1||1|
|Mr. Rajneesh Chindalia||Member||Non Executive (Independent Director)||1||1|
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, 2022.
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.
As per the provisions of the SEBI Listing Regulations, the Nomination and Remuneration Committee (the "Committee") has laid down the evaluation criteria for performance evaluation of Independent Directors and the Board. The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the Board’s
? 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 attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2) formulation of criteria for evaluation of performance of independent directors 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 be appointed 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 independent director, on the basis of the report of performance evaluation of independent directors.
? Nomination and Remuneration Committee Meetings and attendance - During the Financial Year 2021-22, 02 (two)meetings were held:-
01 Wednesday, August 11, 2021
02 Monday, November 08, 2021
The table below provides the attendance of the Nomination and Remuneration Committee members:
No. of Nomination & Remuneration Committee Meeting during the year
|No. of Shares Held|
|Mr. Rajneesh Chindalia||Chairman||Non Executive (Independent Director)||2||2||NIL|
|Mr. Raj Deep Ghiya||Member||Non Executive (Independent Director)||2||2||NIL|
|Mr.Devendra Kumar Palod||Member||Non Executive (Independent Director)||2||2||NIL|
29. 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 irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employees are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the mechanism and are free to report violations of applicable laws and regulations and the code of conduct. 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.
30. INTERNAL FINANCIAL CONTROL
The Company’s internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. 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.
31. 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 applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
32. 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 2021-22. The declaration to this effect was by signed Mr. Bhagwan Singh,
Chairman and Whole Time Director of the Company is annexed to this Board report as "Annexure No 4".
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.
33. ANTI-SEXUAL HARASSMENT POLICY
The Company’s 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 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.
The Company conducts sessions for employees across the 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 2021-22, no complaint of sexual harassment were received by the Company details/particulars for the same are as follows:
|Particulars||No. of Complaints|
|No. of Complaints Pending at the Beginning of the Year||0|
|No. of Complaints Received and Resolved during the Year||0|
|No. of Complaints Pending at the End of the Year||0|
The Company is committed to providing a safe and conducive work environment to all of its employees and associates.
34. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Act with respect to Directors’ Responsibility Statement, our directors confirm that:
a) In the preparation of the Annual Accounts for the financial year ended March 31, 2022, 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 Act d) For safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
e) They have prepared the annual accounts on a going concern basis;
f) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and
They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
35. OTHER DISCLOSURES
Other disclosures with respect to Board’s Report as required under the Act, Rules notified thereunder and Listing
Regulations are either NIL or Not Applicable.
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.
The Board places on record its appreciation for the support and co-operation 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 Company’s endeavor 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.
|Reg Office: B-17, IInd Floor , 22 Godam||For and on behalf of Board of Directors|
|Industrial Area Jaipur -302006||High Street Filatex Limited|
|Date: August 12,2022||Bhagwan Singh|
|Place: Jaipur||Chairman and Whole-time Director|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS