Dear Members,
Oxford Industries Ltd.
Your Directors present the 42nd Annual Report of your company along with Audited Financial Statements for the year ended on 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
2022-23 | 2021-22 | |
(Rupees in Lakhs) | (Rupees in Lakhs) | |
(i) Profit / (Loss) before Interest, Depreciation and Taxation and Exceptional Items | (6.91) | (6.61) |
(ii) Less: Finance/Interest Charges | - | - |
(iii) Profit / (Loss) before Depreciation, Tax and Exceptional items | (6.91) | (6.61) |
(iv) Depreciation | - | - |
(v) Exceptional Items | - | 1110.49 |
(vi) Net Profit/ (Loss) before Tax | (6.91) | 1103.88 |
Provision for Taxation: | ||
Current Tax | - | - |
Earlier Tax | - | - |
(vii) Deferred Tax -Net | - | - |
(viii) Net Profit/ (Loss) after Tax | (6.91) | 1103.88 |
(ix) Prior Years Adjustments | - | - |
(x) Other comprehensive income/(loss) | - | - |
(xi) Net Profit / (Loss) | (6.91) | 1103.88 |
(xii) Balance Profit / (Loss) brought forward | (1299.94) | (2403.82) |
(xiii) Balance Profit / (Loss) carried forward | (1306.85) | (1299.94) |
2. YEAR IN RESTROSPECT/OPERATIONS:
The company completed OTS (One Time Settlement) with all five lenders during financial year 2020-21 and 202122 and recovery case filed by lenders was also withdrawn as approved by DRT, Mumbai-2 as per order dated 18th May, 2022. The company has now revived its operations during last quarter of year under review.
3. DIVIDEND:
Your directors regret their inability to recommend any dividend for the year.
4. INDUSTRIAL RELATIONS:
The company always believes in cordial relationship with the employees and considers them as most valuable assets for any organization.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3)(m) of the Companies Act, 2013, read with rules 8(3) of the Companies (Accounts) Rules, 2014:
The Company has no manufacturing facility during the year.
There was no Foreign Exchange Earning and Outgo during the year.
6. REMUNERATION TO DIRECTORS / KEY MANAGERIAL PERSONNEL/ EMPLOYEES:
As required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5 the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, no remuneration has been paid to any director/ managerial personnel/ employee of the Company during the year and thus disclosure in form Annexure-IV is not annexed.
7. FIXED DEPOSITS:
During the year the Company has not invited/accepted any deposits under Chapter V of the Companies Act, 2013 and there are none outstanding on March 31, 2023.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:
The Company has no Subsidiary, Joint Venture or Associate Company.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS;
The company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of Companies Act, 2013 apply.
10. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties were on arms length basis and in the ordinary course of business. There were no transaction with the related parties during the year, which were in conflict with the interest of the Company. All the related party transactions are mentioned in the notes to accounts. All Related Party Transactions are placed before the Board for Approval.
11. DIRECTORS:
Mr. Mazher N. Laila (DIN: 00037046), Director of the company retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for appointment as Director of the Company in terms of provisions of Companies Act, 2013. Your Board recommends his Re-appointment.
The details as required under SEBI (Listing obligation & Disclosure requirement) Regulations, 2015 with regard to Directorship and Membership of Committee, etc., are annexed with the notice.
The Board of Directors in its meeting dated 17th June,2023 approved the appointment of Ms. Misbah Huned Hararwala (DIN: 10204545) as Independent Director(Non Executive) for a term of 5(Five) years with effect from 17th June,2023 till 16th June,2028. Your Board recommends her appointment.
The Board of Directors in its meeting held on 10th July,2023 extended the term of appointment of Mr. Mazher N.Laila (DIN: 00037046) as Managing Director of the company without remuneration for a period of 5 years from 1st September,2023 to 31st August,2028. Your Board recommends his re-appointment.
Mr. Abdemanaf A. Hararwala (DIN: 03541253), Independent Non Executive Director, has resigned from the Board of your company w.e.f. 5th July, 2023 due to his ill health. The Board places on record their appreciations for his long association with the company and wish him all the best.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed that:
(i) In preparation of the annual accounts, the applicable Indian Accounting Standards have been followed and that there are no material departures from the same.
(ii) The directors 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 as at March 31, 2023 and of the loss of the Company for the year ended on that date.
(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The directors have prepared the annual accounts of the Company on a Going Concern Assumption basis.
(v) The internal financial controls have been laid down by the company and such controls are adequate and operating effectively.
(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
13. STATUTORY AUDITORS:
M/s. R A N K & Associates, (Firm Regn. No. 105589W) Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the company to hold office from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting.
14. SECRETARIAL AUDIT:
In Pursuance of Section 204 of the Companies Act 2013, Shri Mohd Akram (COP No. 9411), a practicing Company Secretary, has submitted the Secretarial Audit Report for the year ended 31st March 2023 and the same is annexed and forms part of the Directors report.
15. AUDITORS OBSERVATIONS:
STATUTORY AUDIT: Clarifications / explanations on the observations made by the Statutory Auditors in the Audit Report are as follows:
Huge losses and deficit in current assets have been due to very low utilization of production facilities during the past periods which in turn was on account of paucity of working capital. The company has revived its operations in the last quarter of current financial year 2022-23.The annual accounts of the company have been prepared on a Going Concern Assumption basis.
Since the notes to the accounts as referred in the auditors report are self explanatory for all other observations of the auditors, no further clarifications are required from the management.
SECRETARIAL AUDIT: Clarifications / explanations on the observations made by the Secretarial Auditors in the Audit Report are as follows:
The management has been trying to appoint Company Secretary as soon as possible. The CMD has been acting as Compliance Officer of the Company.
The CMD has been appointed as Chief Financial Officer (Additional Charge) w.e.f. 10th July, 2023.
Internal Auditor has been appointed by the Company in Board Meeting dated 10th July, 2023.
Ms. Misbah H. Hararwala, has been appointed as Woman Director w.e.f, 17th June, 2023.
Website of the company has been under development since last quarter of current year 2022-23.
16. COST AUDIT:
The company was not having any manufacturing facilities during the year and hence provisions for Cost Audit are not applicable to the Company for the year under review.
17. CORPORATE GOVERNANCE:
Regulations 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 as regards the compliance of corporate governance, are not applicable to the company, since the paid up equity share capital of the company is not exceeding Rupees Ten Crore and net worth is not exceeding Rupees Twenty Five Crore. A Certificate from the statutory auditors is annexed.
18. CORPORATE SOCIAL RESPONSIBILITY(CSR):
The company is not covered under the Companies (Corporate Social Responsibility) Rules 2013. The Board of Directors have constituted a Corporate Social Responsibility (CSR) committee.
19. VIGIL MECHANISM:
The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.
20. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return, in format MGT - 9 is annexed with this report.
21. PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors as per SEBI(Listing Obligation & Disclosure Requirements) Regulations, 2015 & provisions of Companies Act, 2013. The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
22. MANAGEMENT DISCUSSIONS AND ANALYSIS;
The Management Discussions and Analysis Report forms part of this report for the year ended 31st March, 2023 and annexed thereto.
23. LISTING WITH STOCK EXCHANGE:
The shares of the company are listed on BSE under Stock Code No. 514414 and ISIN No. INE 114D01015. The annual listing fees for the financial year 2023-24 will be paid to BSE. The shares of the company continued to be suspended on BSE during the year under review also. The company continued its correspondence with BSE from time to time and submitted its Revival / Business Plan to BSE on 30th Janaury,2023 in response to BSE email dated 23rd January,2023.Thereafter BSE vide its letter dated 23rd February,2023 ordered Forensic Audit of Books of accounts and other documents of the company. The company has fully cooperated with the Forensic Auditor as appointed by BSE and has submitted documents/ records/explanations etc as required by them. The Forensic Auditor has submitted their report to BSE and the company has also submitted response to the Forensic Audit Report, as required by BSE, in the month of June,2023. The company has revived its operations during last quarter of current year 2022-23 and the management has been trying for revocation of suspension of its securities from BSE.
24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared any dividend after the financial year ended 31/3/2000. Hence the company did not have any funds lying unpaid/ unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to Investor Education And Protection Fund (IEPF).
25. OTHER MATTERS:
- The company has set up a committee to look into the complaints under the Sexual Harassment of woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(a) Number of complaints filed during the financial year - NIL.
(b) Number of complaints disposed of during the financial year - NIL.
(c) Number of complaints pending as on end of the financial year - NIL.
- The company has an internal control system commensurate with its size of prevailing operations.
- There are no changes and commitments affecting the financial position of the company occurred between the end of the financial year 2023 to which the financial statements relate and the date of the report.
- There are no orders passed by the regulators or courts or tribunals impacting the going concern status of the company.
- There was no employee in the company on 31st March, 2023
- No shares (including sweat equity shares) have been allotted under any scheme save or ESOS.
- Commodity price risk or foreign exchange risks and hedging activities: - NIL.
Total exposure to commodities - NIL.
Exposure to various commodities - NIL.
Commodity risks faced during the year and how they have been managed - Not Applicable.
- The information relating to Board of Directors and Shareholders are annexed in Annexure A with this report.
- No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,2016 during the year along with status as at the end of the financial year is not applicable.
- The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
26. ACKNOWLEDGEMENTS:
Your Directors express their gratitude to all stakeholders.
For and on behalf of the Board of Directors | |
OXFORD INDUSTRIES LTD. | |
Mazher N. Laila | |
Place: Mumbai | Chairman & Managing Director |
Date: 10th July, 2023 | (DIN: 00037046) |
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.