A brief summary of the audited financials of the Company for the FY ended March 31,
2023 is given below. The figures of the current FY and previous FY have been prepared in
accordance with the Indian Accounting Standards (‘Ind AS).
2. KEY HIGHLIGHTS:
Total Income for the year fell to Rs. 12.97 Lakhs in FY 2022-2023 in comparison of Rs.
375.86 Lakhs in 2021-2022, resulting in a decline of 96.54%. This is mainly because there
was neither any manufacturing nor any sales during the period under review.
The Company had recorded Net Loss of Rs. 25.05 Lakhs in current year against Net Profit
of Rs. 173.12 L a k h s i n year 2021-22. The Earnings per share (EPS) for the year is Rs.
(0.759) per share as compared to Rs 5.246 per share in the previous year.
3. STATE OF COMPANYS AFFAIRS:
Your Company was in to production and export of Leather Garments and accessories. The
companys products were exported mainly to Europe. Due to global impact of Covid-19 your
company suffered loss of demand of leather goods. All efforts are being made to revive the
sales of the company.
4. DIVIDEND:
In view of the LOSSES, no dividend has been recommended.
5. TRANSFER TO RESERVE:
During the FY 2022-23, the Company has not transferred any amount to General Reserve.
6. LISTING OF SECURITIES
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited ("The
Exchange"). The Annual listing fee has been duly paid to the Stock Exchange, whenever
the bills were received from the exchange.
7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes affecting the affairs of the company which have occurred
between the end of the financial year on March 31, 2023 of the company to which the
financial statements relate and the date of this report.
9. DEPOSITS:
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your
Company has not accepted any deposits covered under ‘Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 during the financial year ended March
31, 2023.
10. CAPITAL STRUCTURE:
The Authorized Share Capital of the Company as on March 31, 2023 stands at Rs.
40,000,000/- divided into 40,00,000 equity shares of Rs.10/- each. The Paid up Equity
Share Capital as at March 31, 2023 stood at Rs. 3,29,18,000/- divided into 32,83,600
equity shares of Rs. 10/- each fully paid –up and 16,400 equity shares of Rs.10/-each
partly paid up @ Rs. 5/- each.
During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock options or sweat equity. As on March 31, 2023,
none of the Directors of the Company hold instruments convertible into equity shares of
the Company.
11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board of
India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented
in a separate section forming part of the Annual Report. Annexure I.
12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
covered under Section 188 of the Companies act, 2013. Hence, the details of such contracts
or arrangements with its related parties are not required to be disclosed in Form AOC- 2
as prescribed under the Companies Act, 2013 and the Rules framed thereunder. Therefore,
AOC-2 is not attached.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your company does not have any unlisted/listed subsidiary company or Joint Ventures or
any Associate Companies. Therefore, AOC-1 is not attached.
14. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 of the Companies Act, 2013 (the Act), the Directors make the
following statements that: a) in the preparation of the annual accounts, the
applicable accounting standards had been followed and there is no material departures; b)
appropriate accounting policies have been selected and applied consistently and
judgments and estimates that are reasonable and prudent have been made so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2023 and of the
loss of the Company for that period; c) proper and sufficient care have been taken
for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) the Annual accounts for the FY 2022-23
have been prepared on a going concern basis; e) the directors have laid down
adequate internal financial controls and the same were followed by the Company
effectively. The internal control system including internal financial controls of the
Company is monitored by an independent Internal Audit Team, which encompasses examination/
periodic reviews to ascertain the adequacy of internal controls and compliance to the
Companys policies. Weaknesses noted along with agreed upon action plans are shared with
the Audit Committee, which ensures the orderly and efficient conduct of business and
effectiveness of the system of internal control. Internal Auditors, Audit Committee
members and the Auditors have full and free access to all the information and records
considered necessary to carry out the assigned responsibilities. The issues raised from
time to time are suitably acted upon and followed up at different levels of management; f)
the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
15. RISK MANAGEMENT:
In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk
Management Committee.
At present the Company has not identified any element of risk which may threaten the
existence of the Company as there is no working in the company.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Your Company is not falling under the preview of
said section during the year.
17. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
The Companys Internal Control Systems are commensurate with the nature of its business
and the size and complexity of its operations. It comprises audit and compliance by
internal audit checks by M/s AVA Associates, Company Secretaries, as Internal Auditors of
the Company.
18. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL:
As on 31st March, 2023 the Board of Directors consists of five (5) Directors
and all the Directors possess the requisite qualifications and experience in general
corporate Management, Finance, Banking and other allied fields which enable them to
contribute effectively to the Company in their capacity as Directors of the Company.
19. CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, compliance with the Corporate Governance provisions as specified in
regulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 and
Para C, D, and E of Schedule V shall not apply to the company having Paid- up Equity Share
Capital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty-Five Crore, as
on the last day of the previous financial year. The Company is covered under the limit as
prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, therefore Company is not required to comply with the said provisions.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) APPOINTMENT/REAPPOINTMENT/ CESSATION OF
DIRECTORS & KMP
During the year under review no director or KMP was appointed or re-appointed or
resigned. As per the provisions of the Companies Act, 2013, Mr. Pawan Chadha retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment for approval of the members in the
forthcoming Annual General Meeting.
Further reappointment of Mr. Sanjeev Rathore (whose tenure expires on 24th
September, 2023) as an Independent Director for further tenure of 3 years i.e. from 25th
September, 2023 to 24th September, 2026 is recommended to the shareholders for
their approval. b) DECLARATION BY INDEPENDENT DIRECTORS
As per Section 149(7) of the Companies Act, 2013, the Company has received a
declaration of independence from all the Independent Directors as of March 31, 2023.
The Board has undertaken due assessment of the declaration of independence submitted by
the Independent Directors and satisfied that the Independent Directors fulfill the
conditions specified in the Act and rules made thereunder and SEBI (LODR), 2015, and are
independent of the management.
c) ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and the SEBI (LODR), 2015, a formal Annual
performance evaluation of the Board, its Committees and individual directors, including
the Independent Directors was carried out during the FY 2022-23.
The Performance evaluation was carried out by the Nomination and Remuneration Committee
based on the "Annual Evaluation Framework" prepared by the Committee.
Furthermore, the Independent Directors at their exclusive meeting held during the year,
reviewed the performance of the Board, its Chairman, and Non-Executive directors as
stipulated under the Act and SEBI (LODR), 2015.
d) SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the
SEBI (LODR), 2015, separate meetings of the Independent Directors of the Company was held
on 16th January, 2023 to discuss relevant items including the agenda items as
prescribed under the applicable laws. The meetings were attended by all the Independent
Directors of the Company.
21. BOARD MEETINGS:
During the FY 2022-23, Seven (7) Board Meetings were held on 26th May, 2022,
29th July, 2022, 12th August, 2022, 19th August, 2022, 12th
November, 2022, 16th January, 2023, and 10th February, 2023. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (LODR) 2015.
22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Company familiarizes the Directors about their role
and responsibility at the time of their appointment through a formal letter of
appointment. All new independent directors inducted into the Board attend an orientation
program. Presentations are regularly made at the meetings of the Board and its various
Committees on the relevant subjects. The details of programs for familiarization of
Independent Directors can be accessed on the Companys website.
23. AUDITORS: a) Statutory Auditors
M/s. D.V. MITTAL & CO, Chartered Accountants was appointed as the Statutory
Auditors of the Company for a consecutive term of five years i.e, from the conclusion of
the 30th Annual General Meeting (AGM) till the conclusion of 35th
AGM for approval of the members.
The Auditors Report on the financial statements for the period under review, which
forms part of the Annual Report of the Company, is self – explanatory in nature.
Auditors Report
There are no qualifications, reservations or adverse remarks and disclaimers made by
M/s. D.V. MITTAL & CO. (ICAI Registration No- 002997N), the Statutory Auditors, in
their Audit Report for the F.Y 2022-23. Further, there was no fraudulent activity reported
by the Auditors of the Company for the FY 2022-23.
b) Cost Auditors
Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the
Company for the financial year 2022–23.
c) Secretarial Auditors
The Board had appointed M/s Meenu G. & Associates, Company Secretaries, to carry
out Secretarial Audit in accordance with the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, for the financial year ended March 31, 2023.
There is no qualification, reservation or adverse remark or disclaimer made by the
auditor in the report. A copy of the Secretarial Audit Report is annexed herewith as Annexure
-II and forms part of this report.
24. REPORTING OF FRAUD BY AUDITOR
In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of
Companies Act, 2013, there have been no frauds reported by the Auditors under sub section
(12) of section 143 other than which are reportable to Central Government.
25. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:
The Company has not given any loan, made investment, and provided security in terms of
section 186 of the Companies Act, 2013.
26. EXTRACT OF ANNUAL RETURN:
30. AUDIT COMMITTEE AND VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014, the Company established a Vigil
Mechanism process as an extension of Companys Code of Conduct whereby any employee,
directors, customers, vendors etc., can report the genuine concerns or grievances to the
members of the Committee about unethical behavior, actual or suspected, fraud or violation
of Companys Code of Conduct so that appropriate action can be taken to safeguard the
interest of the Company. The Mechanism also provides for adequate safeguards against
victimization of persons who uses such mechanism. The mechanisms provide for direct access
to the chairperson/chairman of the Audit Committee in appropriate or exceptional cases.
The Audit Committee regularly reviews the working of the Mechanism. No complaint was
received during the year under review.
This policy has been established with a view to provide a tool to Directors and
Employees of the Company to report to Management genuine concerns including unethical
behavior, actual or suspected fraud or violation of the code or the policy. The Policy
also provides for adequate safeguards against victimization of Director(s)/Employee(s) who
avail of the mechanism and also provides for direct access to the chairman of the Audit
Committee in exceptional cases.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Particulars related to the conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is annexed as ‘Annexure – III to
this Report.
HUMAN RESOURCE MANAGEMENT
32. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an open,
transparent and meritocratic culture to nurture this asset. The Company has kept a sharp
focus on Employee Engagement. The Companys Human Resources is commensurate with the size,
nature and operations of the Company.
33. PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with rule 5 of the Companies (Appointment of Managerial
Personnel) Rules, 2014 is given in ‘Annexure- IV and forms part of this
Report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts
are being sent to the Members excluding the aforesaid Annexure. Any Member interested in
obtaining a copy of the Annexure may write to the Company Secretary at the Registered
Office of the Company.
34. REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration Committee framed and
adopted a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration.
35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending in
the name of the Company under Insolvency and Bankruptcy Code, 2016.
36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of loans taken from
banks and Financial Institutions.
37. OTHER INFORMATION: i. Sweat Equity Shares, Employee Stock Option / Right Issue
/ Preferential Issue:-
The Company has neither come up with any Right Issue/Preferential Issue, nor issued any
Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the
period under review. ii. Significant and material orders passed by the regulators:-No
significant and material orders have been passed during the FY 2022-23 by the regulators
or courts or tribunals affecting the going concern status and Companys operations in the
future. iii. Material Changes & Commitments:-No material changes and commitments have
occurred, which can affect the financial position of the Company between the end of the FY
and as on date of this Report. iv. Change in Nature of business, if any:-There is no
change in the nature of business of the Company during the year under review.
38. ACKNOWLEDGEMENT
The Board of Directors expresses their sincere appreciation to all the stakeholders of
the Company for the trust, confidence, and support best owed upon us.
integrity, and respect and to be responsible and accountable to all the stakeholders of
the Company.
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