Shree Balaji Mala Textiles Ltd Directors Report

Directors Report

To,

The Members,

Shree Balaji (Mala) Textiles Private Limited

U17299WB2005PT C105711

Your Directors have pleasure in presenting the 18^m Annual Report together with the Audited Financial Statement for the year ended 31⁵¹ March, 2023.

1. FINANCIAL SUMMARY OF THE COMPANY

		(Rs. In lacs)
Particulars	2022-23	2021-22
Gross Income	19823.08	17696.41
Profit Before Interest and Depreciation	792.23	731.15
Finance Charges	565.71	516.16
Gross Profit	226.52	214.99
Provision for Depreciation	32.82	40.18
Net Profit Before Tax	193.70	174.81
Provision for Tax (including Deferred Tax)	49.80	46.61
Net Profit After Tax	143.91	128.20
Balance of Profit brought forward	1000.84	872.58
Adjusted to Retained Earnings	0.52	(0.06)
Balance available for appropriation	1144.23	1000.84
Proposed Dividend on Equity Shares	-	-
Tfcx on proposed Dividend	-	-
Transfer to General Reserve	1144.23	1000.84

2. DIVIDEND

No Dividend was declared for the current financial year to conserve the resources of the Company during the year.

3. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the Reserves during the financial year ended 31st March, 2023.

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

The Company achieved income of Rs. 19823.08 lacs which is higher by about 12.02% than the previous year & showed profits before tax at Rs. 193.70 lacs. The Directors expect to improve the sales and the bottom line in the F. Y. 2023-2024.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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 profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(/) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have a subsidiary or associate company and it does not have a joint venture either. Hence no company has ceased to be a subsidiary, associate company or a joint venture partner during the year.

10. DEPOSITS

The Company has not accepted any Public Deposit within the meaning of section 73 of the Companies Act, 2013 and the Rules there under.

11. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. D Banka & Company, Chartered Accountants, (Firm Registration Number: 317139E) were appointed as Statutory Auditors of the Company to hold the office from the conclusion of Fourteenth Annual General Meeting held on 30th September 2019 till the conclusion of the Nineteenth Annual General Meeting of the Company to be held in the Calendar year 2024.

Vide notification dated May 7,2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, the ratification of the appointment has not been placed before the shareholders, in the ensuing Annual General Meeting.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments and may be treated as information/ explanation submitted by the Board as contemplated under provisions of the Companies Act, 2013.

12. SHARE CAPITAL

The Paid up Share Capital of the Company as on 31.03.2023 was Rs. 7205000/-.

A) Issue of equity shares with differential rights

The Company has not issued any equity share during the year under report under the provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

B) Issue of sweat equity shares

The Company has not issued any sweat equity share during the year under report under the provisions of rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

C) Issue of employee stock options

The Company has not provided any Stock Options to the employees during the year under review.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There is no provision made by the Company for purchase of its own shares by employees or by trustees for the benefit of the employees as per the provisions of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

13. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in form no.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31st, 2023 is annexed hereto as Annexure -1 and forms part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions on details of conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) rules, 2014, are not applicable to the Company.

A) Conservation of energy;

The Company belongs to textiles sector and the scope for Conservation of Energy is limited. Reasonable and adequate measures to conserve energy have been adopted in Operations delivery as well as the architectural design of infrastructure.

(B) Technology absorption:

The Company is continuously in the process of reduction in cost of production by innovation and new technologies in delivery. We will continue our research towards high end delivery, innovation which in turn will give the Company increased revenue.

(C) Foreign exchange earnings and Outgo:

There is no Foreign Exchange earning or outgo during the year under review.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 in respect of CSR do not apply to your Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

No Director or Key Managerial Personnel has been appointed or has resigned during the year. Mr. Binod Kumar Kedia (DIN: 01028832), Mrs. Anita Kedia (DIN: 01888538) ,Mrs. Hemlata Kedia (DIN: 01888479) and Mr. Shresth Kedia (DIN: 06982128) are continuing Directors of the Company.

B) Declaration by an Independent Directors) and re- appointment if any

Since there is no independent director in the Company, the statement on declaration by independent directors under sub-section (6) of Sec 149 is not applicable to your company.

C) Formal Annual Evaluation

Since there is no independent director in the Company, formal annual evaluation of Independent Directors is not applicable to the company.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year under review on 10/06/2022, 06/09/2022, 02/11/2022,03/01/2023, 31/03/2023.

18. AUDIT COMMITTEE

The provisions in respect of formation of Audit Committee do not apply to your Company since its paid-up capital is below the threshold limit prescribed.

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The provisions in respect of establishment of vigil mechanism for Directors and employees do not apply to your Company since its borrowing is below the threshold limit prescribed.

20. NOMINATION AND REMUNERATION COMMITTEE

The provisions in respect of establishment of Nomination & Remuneration Committee do not apply to your Company since its paid-up capital is below the threshold limit prescribed.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans guarantees or investments made by the company under section 186 of the Companies Act. 2013 during the year under review and hence the said provision is not applicable.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contract or arrangements made with related parties as defined under Section 188 of the Act during the year under review. The details of related party transactions as required under Accounting Standard-18 form part of the notes to the financial statements.

23. HUMAN RESOURCES

Your Company treats its "human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material weakness in the design or operation was observed.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any unpaid dividend lying idle and hence no fund is required to be transferred to the Investor Education and Protection Fund (IEPF).

26. PARTICULARS OF EMPLOYEES

Since there is no employee falling under the category as provided in Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no Statement is annexed to this Report.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment to all its employees. During the year under review, no case of sexual harassment was reported.

28. INFORMATION PURSUANT TO RULES 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee who is in receipt of remuneration that exceeds the limit specified under Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

29. SECRETARIAL AUDIT UNDER SECTION 204 OF THE ACT

Since Section 204 of the Act is not applicable to Private Companies, Secretarial Audit under the said Section has not been carried out.

30. RISK MANAGEMENT POLICY

The Company does not recognize the need for a formal Risk Management Policy as the elements of risk with a potential to threaten the existence of the Company are negligible.

31. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	For and on behalf of the Board
	Shree Balaji (Mala) Textiles Private Limited
Date : 5th day of September, 2023	Binod Kumar Kedia DINo.: 1028982
Place: Kolkata	Director
	Shresth Kedia (DIN: 06982128)
	Director