Shubham Polyspin Director Discussions


To

The Members

SHUBHAM POLYSPIN LIMITED

Your Directors take pleasure in presenting the ELEVENTH Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

(Amount in Lakhs)

Particulars 2022-23 2021-22
Revenue from Operations 4460.92 5291.25
Profit/(Loss) before Depreciation and Tax 244.52 217.56
Less: Depreciation 129.94 92.56
Profit/(Loss) Before Tax and Extra Ordinary Items 114.58 125.00
Less: Extra Ordinary Items Nil Nil
Less: Current Tax Nil 2.83
Deferred Tax 31.88 29.27
(Add)/Less: MAT credit utilisation/ Adjustment (0.69) 25.36
Profit/(Loss) After Tax 83.39 67.54

The Revenue from Operations of the Company for the year 2022-23 has decreased from Rs. 5291.25 Lakhs to Rs. 4460.92 Lakhs due to overall deflation in business sentiment in comparison to previous year. However, the profit before Depreciation and Tax stands increased from Rs. 217.56 Lakhs to Rs. 244.52 Lakhs due to business efficiencies.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.

MATERIAL CHANGES AND COMMITMENT:

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

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

DIVIDEND:

In order to conserve resources, your Directors express their inability to recommend any dividend.

TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to General Reserve.

ALLOTMENT OF SHARES UNDER BONUS ISSUE:

The Company has allotted 11,02,000/- equity shares of Rs. 10 each on 23rd September, 2022 as Bonus equity shares in the ratio of 1 equity shares of Rs. 10 each for every 10 Equity shares of Rs. 10 each held by the existing Equity Shareholders of the Company.

SHARE CAPITAL:

The Paid-up Equity share capital of the Company as on 31st March, 2023 is Rs. 12,12,20,000/- divided into 1,21,22,000 Equity shares of Rs. 10/- each.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Anil D. Somani has resigned as Managing Director as well as Director of the Company w.e.f. 30th May, 2023. Therefore, the Company has appointed Mr. Trilok Chand Tater (DIN: 07866844) as an Additional Director on the Board w.e.f. 30th May, 2023.

Moreover, the term of all three Independent Directors will come to an end at this AGM. Therefore, the Board of Director at their meeting held on 30th May, 2023 has recommend the re-appointment of all three Independent Directors i.e. Mr. Kush P. Kalaria, Dr. Urva P. Patel and Mrs. Radhika A. Chandak as Independent Directors for second term of five consecutive years from the conclusion of this AGM till he AGM held in the year 2028.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Akshay A. Somani (DIN: 05244214), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself to be re-appointed as Director of the Company.

The Board recommends the appointment of Mr. Trilok Tater and re-appointment of Mr. Akshay A. Somani (DIN: 05244214) as Director of the Company liable to retire by rotation.

The Board further recommends the re-appointment of Mr. Kush P. Kalaria, Dr. Urva P. Patel and Mrs. Radhika A. Chandak as Independent Directors of the Company for second term of five years.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that 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 or loss of the Company for that period;

3. that 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that 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.

6. that 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.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees based on the criteria and framework adopted by the Board.

NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 6 (Six) times on 13th April, 2022, 30th May, 2022, 28th June, 2022, 13th August, 2022, 14th November, 2022 and 14th February, 2023.

INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is in the opinion that the Independent Directors fulfils the criteria of Independence and are Independent from the management of the Company.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, since all the Independent Directors of the Company have served as Directors for a period of less than three (3) years on the Board of Listed Company as on the date of inclusion of their names in the database, they are required to undertake online proficiency self-assessment test. All the Independent Directors have informed the Company that they will undertake the online assessment test before due date.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

AUDITORS:

M/s. Jain P. C. & Associates, Chartered Accountants, the existing auditors of the Company were appointed as auditors of the Company at 9th AGM for holding the office from the conclusion of that 9th AGM till the conclusion of 14th AGM.

In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in section 139 of the Companies Act, 2013 has been omitted with effect from 7th May, 2018. In view of this, the said appointment of auditor is no longer required to be ratified by the members at every AGM.

The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations, comments and notes of the Auditor are self explanatory and do not call for any further explanation/ clarification.

COST AUDITORS AND COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013, the maintenance of Cost records has not been specified to the Company. Hence disclosure regarding the same is not given.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Manoj Hurkat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure- 1".

AUDIT COMMITTEE:

The Audit Committee consists of the following Directors:

1. Mr. Kush Kalaria Chairperson
2. Dr. Urva P. Patel Member
3. Mr. Ankit A. Somani Member
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of the following Directors:
1. Mr. Kush Kalaria Chairperson
2. Dr. Urva P. Patel Member
3. Mr. Anil D. Somani Member
w.e.f. 30th May, 2023, the constitution of the Nomination and Remuneration Committee has been changed which comprises of
the following Directors:
1. Mr. Kush Kalaria Chairperson
2. Dr. Urva P. Patel Member
3. Ms. Radhika Chandak Member
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consists of the following Directors:
1. Dr. Urva P. Patel Chairperson
2. Mr. Kush Kalaria Member
3. Mr. Anil D. Somani Member
w.e.f. 30th May, 2023, the constitution of the Sakeholder Relationship Committee has been changed which comprises of the
following Directors:
1. Dr. Urva P. Patel Chairperson
2. Mr. Kush Kalaria Member
3. Mr. Akshay A. Somani Member

RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as per the applicable requirement of Companies Act, 2013 a risk management policy/plan of the Company is developed and implemented for creating and protecting the Shareholders value by minimizing threats or losses and to identify and provide a framework that enables future activities of a Company to take place in a consistent and controlled manner.

VIGIL MECHANISM:

The Company has a vigil mechanism for its Directors and employees, to deal with instance of fraud/ mismanagement, if any and to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details of the policy are posted on the website of the Company.

CODE OF BUSINESS CONDUCT AND ETHICS:

The Company has laid down a Code of Conduct (COC) which is applicable to all the Board members and Senior Management of the Company. The COC is available on the website of the Company www.shubhampolvspin.com. All the members of the Board and Senior Management have affirmed compliance with the Code.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment measures in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints received under the said act. The Company has complied with the applicable provisions of the Act including the constitution of internal complaints committee.

CSR COMMITTEE:

As the requirement of CSR Committee is not applicable to the Company, further disclosure/ details are not given.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys shareholders may refer the Companys website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of Section 178.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

ANALYSIS OF REMUNERATION:

The details of remuneration paid to Directors and Key Managerial Personnel is given in extract of Annual Return attached with this report.

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:

Names and Positions [A] Ratio of Directors Remuneration to the median Remuneration of Employees [B] Percentage (%) increase in Remuneration
Mr. Anil D. Somani (Chairperson & Managing Director 3.11 Nil
Mr. Ankit A Somani (Managing Director) 12.42 Nil
Mr. Akshay A. Somani (Director & CFO) 6.21 Nil

Note: The median remuneration of employees of the Company during the year was Rs. 1,93,224/- p.a.

A. Percentage increase/(Decrease) in the median Remuneration of Employees 15%
B. Number of permanent Employees on the rolls of Company 56 (Fifty Six)
C. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof There was increase of 20.62% in average salaries of employees other than NEDs and KMPs made in the year 2022-23. There was increase of 16.67% in the Managerial Remuneration for the year 2022-23 as compared to the year 2021-22.

PARTICULARS OF EMPLOYEES:

The statement showing the names of the top ten employees in terms of remuneration drawn is given as "Annexure-2."

There are no employees of the Company drawing remuneration requiring disclosure of information under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF THE REMUNERATION TO MD/WTD (AS PER CLAUSE-IV OF SECTION-II OF PART-II OF SCHEDULE V):

(i) all elements of the remuneration package such as salary, benefits, bonuses, stock options and pension:

The details are given in Annual Return placed on the website of the Company.

(ii) details of fixed component and performance-linked incentives, along with the performance criteria:

The details are given in Annual Return placed on the website of the Company and performance criteria is linked with net profit of the Company.

(iii) service contracts, notice period and severance fees:

Term valid till 3 years from the date of appointment/re-appointment. And no notice period was mentioned no severance fees.

(iv) stock option details, if any, and whether these have been issued at a discount, as well as the period over which they accrued and how they are exercisable:

The Company has not granted any stock option.

REGULATORY ORDERS:

During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy The activities carried out by the Company are not power intensive.
(ii) the steps taken by the company for utilizing alternate sources of energy The Company is not utilizing alternate sources of energy.
(iii) the capital investment on energy conservation equipments NIL
(B) Technology absorption
(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The Company has not imported any technology during the year. Hence, there are no details to be furnished under any of the sub clauses of this clause.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development There are no expenditure incurred on Research and Development by the Company.
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and Rs. 915.72 Lakhs
The Foreign Exchange outgo during the year in terms of actual outflows Rs. 5.20 Lakhs

INTERNAL FINANICAL CONTROL:

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.

DEPOSITS:

During the year under report, your Company has not accepted any deposits pursuant to Section 73 of the Companies Act, 2013. Hence further details are not given.

Details of money accepted (if any during the year) by the Company from the Directors and/or the relatives of Directors of the Company are given in the notes to the Financial Statements and the same are not deposit as per the applicable provisions of Companies Act, 2013 and rules made thereunder.

CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and annexed hereto as "Annexure-3", together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

EXTRACT OF ANNUAL RETURN:

In Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the financial year ended 31st March, 2023 will be placed on the Companys website www.shubhampolvspin.com

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards during the year under review.

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There are no Loans, Investments or Guarantees /Security given by the Company during the year under Section 186 of the Companies Act, 2013; hence no particulars are required to be given.

RELATED PARTY TRANSACTION:

Particulars of contacts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as "Annexure - 5" to Directors Report. The related party transactions are otherwise carried out in the ordinary course of business and on arms length basis and the same are in the best interest of the Company. The related party transactions are due to business exigencies.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, pursuant to Regulation 34(2) (e) of the SEBI (LODR) Regulations, 2015 is appended as "Annexure-4" to Directors Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation to the Customers, Employees, Suppliers, Professionals, and Bankers to the Company for their Cooperation and contribution in the affairs of the Company.

Registered Office: By Order of the Board,
Block No. 748, Saket Industrial Estate, Nr. Kaneria Oil Mill, Jetpura- Basantpura Road, Borisana, sd/-
Tal-Kadi Dist:-Mehsana-382728 Ankit Anil Somani
Date: 30th May, 2023 (DIN: 05211800)
CIN: L17120GJ2012PLC069319 Chairperson & Managing Director