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Subhash Silk Mills Ltd.

BSE: 530231 | NSE: | Series: NA | ISIN: INE690D01014 | SECTOR: Textiles - Weaving

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2007 2006

Director’s Report

Dear Members, The Directors hereby present the 45th Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2015. FINANCIAL HIGHLIGHTS OF PERFORMANCE: The financial performance of the Company for the year ended on 31st March, 2015 is summarized as under: (Amount in Rs. Lakhs) Consolidated PartiCUlarS 2014-2015 2013-2014 Income from Operations 15.23 12.73 Add: Other Income 158.06 1059.26 Profit before Interest, Depreciation 25.55 942.36 and Taxes Less : Finance Cost 0.56 0.92 Profit before Depreciation and Taxes 24.99 941.44 Less : Depreciation 80.57 37.06 Profit Before Taxes (55.58) 904.38 Less : Provision for Current Taxation 0 315.00 Less: Provision for Deferred Taxation 0 0 Less: Taxes in respect of earlier years 0 0 Profit/ Loss after Taxes (55.58) 589.38 AMOUNT CARRIED FORWARD TO RESERVES: Your Company has not transferred any amount to its reserves. PERFORMANCE REVIEW The Company''s total income increased to Rs.12.73 lakhs from Rs.15.23 lakhs and profit / (loss) after tax to loss of Rs.55.58 lakhs from profit of Rs589.38 Lakhs in the previous year. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. The Company''s property at Khopoli has been fully leased out. The said warehousing contracts have yielded an income of Rs.158.05 Lakhs (P.Y. Rs.197.54 Lakhs) in the current year under review. Your Company has made sale of Readymade Garments to the service sector and of fabrics to various traders. Sales for the financial year have been Rs.12.73 Lakhs. DIVIDEND Your Directors do not recommend any Dividend for the year ended 31stMarch, 2015. CHANGES IN THE NATURE OF BUSINESS: There were no changes in the nature of business during the year ended 31st March, 2015. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS. There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors. SUBSIDIARIES. JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR: The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or 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). DISCLOSURE OF VARIOUS POLICIES: The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company. Remuneration Policy The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is posted in the Website of the Company. Vigil Mechanism / Whistle Blower Policy In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company. This policy posted on the company''s website www.subhashsilkmills.com EMPLOYEE''S STOCK OPTION SCHEME During the year under the Review, there was no employee''s stock option given. FIXED DEPOSITS The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned. CORPORATE GOVERNANCE A detailed Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate on compliance with Corporate Governance requirements by the company is attached to the Report on Corporate Governance. MANAGEMENT DISCUSSION AND ANALYSIS A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms a part of this report. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. DIRECTORS Mr. Dhiraj S. Mehra (DIN No. 01409010) .Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re appointment. During the year under review, Members approved appointment Mrs. Nameeta Mehra as a Director of the Company, Mr. Anant Ajaypat Singhania (DIN No. 00019992), Mr. Radhemohan Ramgopal Malhotra (DIN No. 01874316) and Mr. Lavkumar Kidarnath Vadehra (DIN No. 01936360) as Independent Directors of the Company in 44th Annual General Meeting held on 25th September, 2014.These Independent Directors are not liable to retire by rotation. DETAILS KEY MANAGERIAL PERSONNEL: The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013. 1. Mr. Dhiraj Subhash Mehra - Managing Director 2. Mrs. Priyanka Mankame - Chief Financial Officer Mrs. Priyanka Mankame, is formally designated as Chief Financial Officer w.e.f. 11th February, 2015. Pursuant to section 203 of the Companies Act, 2013 read along with rule 8 of Companies (Appointment and Remuneration) Rules, 2014, it is mandatory to appoint Company Secretary if paid up share capital of the Company is more than 5 crores. Since our Company''s paid up capital is less than 5 crores, so requirement for appointment Company Secretary is not mandatory. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. AUDIT COMMITTEE The Audit Committee during the year consisted of 3 member. During the year four Audit Committee Meetings were convened and held on 30th May, 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015. More details on the committee are given in corporate governance Report. BOARD MEETINGS During the year four Board Meetings were convened and held on 30th May, 2014, 04th August, 2014, 31st October, 2014 and 11th February, 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. NOMINATION AND REMUNERATION COMMITTEE: During the year Three Meetings were convened and held on 30th May, 2014, 04th August, 2014, and 11th February, 2015. The Board has re-constituted its committee which comprises of 3 members; more details on the committee are given in Corporate Governance Report. STAKEHOLDER RELATIONSHIP COMMITTEE: The Board has re-constituted /change in nomenclature of Stakeholders and Relationship Committee'' which comprises of 3 members; more details on the committee are given in Corporate Governance Report. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013: In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment. DIRECTORS'' RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and state that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 at the end of the financial year and of the profit t of the Company for that period; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the directors have prepared the annual accounts on a going concern basis; v. the directors have laid down proper internal financial controls to be followed by the Company and they were adequate and are operating effectively; and vi. the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is as follows: The company has three Executive Director. Further sitting fee of Rs.5,000/- each has been paid to the three independent directors during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: Employed throughout the year Nil Employed for part of the year Nil The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the company. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financier officer in advance. AUDITORS Statutory Auditors M/s. S. M. Kapoor & Co.(Firm Registration No.: 104909W), Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration. Secretarial Auditors Pursuant to the provision 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 Ragini Chokshi & Co.(CP No.: 1436, FCS: 2390), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure A The observations made in the report with regard to E-forms were delayed filed with MCA. The Companies Act, 2013 with Rules, 2014 become applicable from 1st April, 2014. Since the Companies Act, 2013 was new; we were not accustomed to Act so the company filed E-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards. The Company will make an application for Condonation of delay of E-forms as required under Companies Act, 2013 which E-forms has not been filed with MCA authority Internal Auditors M/s S.N. Katdare & Co, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conversation of energy, technology adsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013 for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 RELATED PARTY TRANSACTIONS There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. None of the Directors has any pecuniary relationships or transactions vis-a-vis the company. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company''s website www.subhashsilkmills.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. DEMATERIALISATION OF SHARES: The agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admitting the Equity Shares of the Company in the depository mode still continues. Many shareholders have already dematerialized their shares and Purvaa Sharegistry (India) Pvt. Ltd. continue to be the registrar and transfer agents of the Company for shares held in physical form as well as for providing connectivity in a Depository Mode with both NSDL & CDSL. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. LIMITING The Equity Shares of your Company are presently listed on the Bombay Stock Exchange Ltd. And the Company has paid the annual listing fees for the financial year 2015-2016. WEBSITE OF THE COMPANY The Company maintains a website www.subhashsilkmills.com where detailed information of the company and its products are provided INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT. 2013 The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. The prescribed particulars,, of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report. ACKNOWLEDGEMENTS The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central, and State Governments, bankers, and others associated with the Company. Your Directors wish to thanks the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company. CAUTIONARY STATEMENT The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements. For and on behalf of the Board For Subhash Silk Mills Limited Dhiraj Mehra DIN:01409010 Place: Mumbai Dated: 6th August, 2015

Director’s Report