Your directors have pleasure in presenting the 44th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31st March, 2024.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial summary and highlights are summarized below: -
(Rs. in Lakhs)
Particulars
|
Financial Year
|
31st March, 2024
|
31st March, 2023
|
Revenue from operations
|
2,529
|
5,164
|
Other Income
|
1,206
|
114
|
Total Revenue (A)
|
3,735
|
5,278
|
Expenses: -
|
|
|
Cost of materials consumed
|
751
|
822
|
Purchase of Stock-in-trade
|
277
|
1,003
|
Changes in inventories of finished goods, Work in progress and stock-in-trade
|
3
|
60
|
Employees benefit expenses
|
777
|
1,070
|
Finance Costs
|
168
|
2,129
|
Depreciation and Amortization expenses
|
191
|
2,037
|
Other Expenses
|
1,580
|
2,466
|
Total Expenses (B)
|
3,748
|
9,587
|
Profit/(loss) before exceptional items and tax (A) - (B)
|
(13)
|
(4,309)
|
Exceptional items (gain)
|
11,228
|
(13)
|
Profit / (Loss) before tax
|
11,216
|
(4,322)
|
Less: Tax expense
|
-
|
7
|
Profit / (Loss) for the period
|
11,216
|
(4,329)
|
Other comprehensive Income (Net of Tax)
|
72
|
(13)
|
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period)
|
11,288
|
(4,342)
|
2. FINANCIAL PERFORMANCE
During the year under review the Company had in its profitability. There was a profit during the year amounting to Rs. 11,288 Lakhs as compared to loss of Rs. 4,342 Lakhs in previous year. The total revenue of the company was Rs. 3,735 Lakhs as compared to Rs. 5,278 Lakhs of previous year.
Your Directors and Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial productivity and business operational developments inspite of all adverse external conditions and competition.
3. STATE OF THE COMPANY'S AFFAIR
The business operations of the company during the year under review continues to be adversely affected.
The Company produced 2709.18 M.T of yarn valuing Rs. 2525.65 Lakhs during the period under review as against 5011.92 M.T of yarn valuing Rs. 5103.54 Lakhs produced during the last year. During the year, there were no exports.
The state of the Company's affairs and performance of the Company is analyzed in detail in the Management Discussions and Analysis Report annexed to this report as Annexure-5.
4. SHARE CAPITAL
The Authorised Share Capital as on 31st March, 2024 was Rs. 28,50,00,000/- divided into 2,85,00,000 Equity Shares of Rs. 10/- each and Rs. 6,00,00,000 /- divided into 6,00,000 Preference Shares of Rs.100/- each of the company.
The Paid-up share capital as on 31st March, 2024 was Rs. 28,01,23,010/- divided into 2,80,12,301 Equity Shares of Rs. 10/- each of the company.
1,70,000 non-convertible cumulative redeemable preference shares of Rs. 100 each issued @ 11% is classified as financial liability.
Increase in Paid-Up Share Capital:
The Paid-up Share Capital of the Company was increased from Rs. 13,70,23,010/- to Rs. 28,01,23,010/- during the year:
a. The company has issued and allotted 74,50,000 (Seventy-Four Lakhs Fifty Thousand) Equity shares of face value of Rs. 10/- each of the company on preferential basis for consideration at cash at a price of Rs. 10/-each.
b. The company has also Allotted 68,60,000 (Sixty-Eight Lakhs Sixty Thousand) equity shares on preferential basis against conversion of existing unsecured loan of the promoter group of the company, having face value of ^ 10/- (Rupees Ten only) each at a price of Rs. 10/- each.
5. LISTING INFORMATION
The Equity Shares in the Company are continued to be listed with BSE Platform and in dematerialized form. The ISIN No. of the Company is INE796C01011.
6. DIVIDEND
In order to conserve the resources for future business requirements, your directors do not recommend dividend for the year under review. Your Company's policy on Dividend Distribution is available at https://www.srsl.in/index.html
7. TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves for the year under review.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ('Rules'), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.
Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.
Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.
The details of unpaid / unclaimed dividend and their respective shares transferred by the Company to IEPF are available at the website of the Company at http://www.srsl.in/documents/LIST_OF_SHAREHOLDERS_IEPF.pdf and http://www.srsl.in/documents/LIST-OF-SHAREHOLDERS-DIVIDEND-TRANSFERRED--(IEPF).pdf During the year, no amount of unclaimed dividend has been transferred to IEPF.
8. DEPOSITS FROM PUBLIC
The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.
However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.
10. CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Retirement by rotation
In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the Company's Articles of Association, none of the directors is liable to retire by rotation at the 44th AGM as both the directors liable for rotation are liable for re-appointment in this ensuing annual general meeting.
As on the date of this report, the Company has the following Board of Directors ('BODs') as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:
S. No
|
Name of the Director
|
DIN
|
Designation
|
1
|
Anubhav Ladia
|
00168312
|
Whole Time Director & Chief Financial Officer
|
2
|
Vikas Ladia
|
00256289
|
Managing Director & Chief Executive Officer
|
3
|
Sandeep Kumar Jain
|
01116047
|
Independent Director
|
4
|
Manju Datta
|
09010395
|
Independent Director
|
5
|
Rajiv Sharma (Appointed w.e.f 01st April 2024)
|
01342224
|
Independent Director
|
6
|
Narendra Nath Agrawala (Retired w.e.f 31st March 2024)
|
00168211
|
Independent Director
|
Mr. Rahul Bolia (A62766), Company Secretary has been appointed as a Company Secretary and Compliance Officer of the company with effect from 06th January 2024 in place of Ms. Prinkle Talesara (A60017) who resigned with effect from 16th October 2023.
Mr. Narendra Nath Agrawala (DIN 00168211) has retired from the company w. e. f. 31/03/2024 after completion of his term of 10 years.
Mr. Anubhav Ladia has been designated as Chief Financial Officer of the company w.e.f. 25th October, 2023 in place of Mr. Prahlad Bilochi who resigned w.e.f. 08th September, 2023.
Further, there is no change in the Board of Directors.
10. MEETINGS OF THE BOARD
The Board of Directors met ten times during the financial year 2023-24, i.e. 27th May, 2023, 10th August, 2023, 02nd September, 2023, 04th October, 2023, 25th October, 2023, 06th January, 2024, 13th February, 2024, 19th March 2024, 21st March 2024 and 30th March 2024. Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards issued by The Institute of Company Secretaries of India ("Secretarial Standards"). The Secretarial Standards are adhered to by the Company. For further details, please refer report on Corporate Governance annexed to this report as Annexure-6.
11. COMMITTEES OF BOARD OF DIRECTORS
As on 31st March, 2024, the Board have 4 Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders' Relationship Committee and the Sub-Committee. However the Subcommittee was dissolved during the year. A detailed note on the Composition of the Board and its Committees and other relevant details are provided in the report on Corporate Governance annexed to this report as Annexure-6.
12. FORMAL ANNUAL EVALUATION
The evaluation/assessment of the Directors and KMPs of the Company is to be conducted on an annual basis to satisfy the requirements of the Act and Listing Regulations. The Company is having a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for their performance evaluation. The said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing and testing assumptions, Industry and Business knowledge, Functional expertise, Corporate Governance, Development of Strategy and Long Term Plans, Inputs in strength area, Director's obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.
During the year under review, a separate mechanism was carried out by the Board, internally at the time of meeting itself, for formal annual evaluation of its own performance and that of its committees and individual directors, including the Chairman of the Board, on parameters as mentioned above. Performance evaluation of Independent Directors was carried out by the entire Board and of all the Directors individually was also carried out by Nomination and Remuneration Committee in their meeting. Performance evaluation of the Chairman and nonindependent directors was also carried out in the Meeting of Independent Directors separately.
13. NOMINATION AND REMUNERATION POLICY
The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, etc. is available on the website of the Company at http://www.srsl.in/documents/NOMINATION_AND_REMUNERATION_POLICY.pdf
The policy briefly includes: -
1. Appointment/re-appointment Criteria and Qualifications of Director, KMPs, SMPs and other employees as may be decided by the Board of Directors
2. Term / Tenure of Director, KMPs, SMPs
3. Familiarization programme for Independent Directors
4. Criteria for evaluation
5. Removal and Retirement of Directors, KMPs, SMPs
6. Provisions relating to remuneration of Director, KMPs, SMPs
7. Policy on Board Diversity
There is no change in the Policy during the Financial Year 2023-2024.
14. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation 16 (b) of Listing Regulations, compliance of code of conduct as per Schedule IV of the Act and the Independent Directors are independent of the management. As mandated by the Ministry of Corporate Affairs, they have also completed their registration on the databank of Independent Directors created by MCA and Indian Institute of Corporate Affairs.
15. AUDITORS AND AUDIT REPORTS
I. Statutory Auditors and Audit Report
M/s. Doogar & Associates, Chartered Accountants (Firm Registration No.000561N), New Delhi was appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 42nd AGM of the Company held on 9th September, 2022, till the conclusion of the 47th AGM to be held in year 2027. The requirement for the annual ratification of auditors' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.
As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a written certificate from the above-mentioned Auditor to the effect that they confirm with the limits specified in the said Section and they have also given their peer review certificate and eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013.
The Audit Report on the Financial Statements for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks except mentioned below. The observations made by the Auditors are selfexplanatory and have been dealt with, in Independent Audit Report. The Notes to Financial Statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
1. As stated in Note No. 41 to the financial statements, the company has already implemented the NCLT order in the books of accounts, but one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honourable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order. The company expects a favourable outcome in this regard.
2. As indicated in Note 40, the Company is involved in various litigations and claims. This risk of litigations and claims would have a significant financial impact if the potential exposures were to materialize. The amounts of claims may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgement. This matter has been determined to be a key matter, since the aforementioned cases requires significant judgements by management, including that obtained from its legal advisors.
II. Cost Auditors and Cost Audit Report
In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records for Textile business. The accounts and records are made and maintained accordingly by the Company.
M/s. K.G. Goyal & Co., Cost Accountants, (Firm Registration No.000017), Jaipur was appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2023-24. The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.
Further, the Board of Directors has approved the re-appointment of M/s. K. G. Goyal & Co., Cost Accountants (Firm Registration No.000017), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the Company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) plus applicable GST and reimbursement of traveling expenses and out of pocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the 44th AGM.
III. Secretarial Auditors and Secretarial Audit Report
M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-24.
The Secretarial Audit Report for the financial year 2023-24, in form MR-3, is annexed to this report as Annexure-1. Further, the Company has undertaken an audit for the financial year 2023-24 under Regulation 24A of Listing Regulations. The Annual Secretarial Compliance Report has been submitted to the stock exchange within prescribed timelines for the financial year 2023-24.
Further, the Board of Directors has approved the appointment of M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad as Secretarial Auditors for conducting the Secretarial Audit of the Company for the financial year 2024-25.
IV. Internal Auditors and Internal Audit Report
M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No. 010370C), Udaipur were appointed as Internal Auditor of the Company for conducting Internal Audit for the financial year 2023-24. The Internal Audit Reports were received quarterly by the Company and the same were reviewed by the Audit Committee and Board of Directors for each quarter.
Further, the Board of Directors has approved the appointment of M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No.-010370C), Udaipur as Internal Auditor for conducting the Internal Audit of the Company for the five financial years w.e.f 2024-25 to 2028-29.
16. REPORTING OF FRAUDS BY AUDITORS
During the period under review, neither the internal auditors nor statutory auditors nor the secretarial auditors nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in
the Board's Report.
17. RISK MANAGEMENT POLICY
The Company operates in conditions where economic, environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects. In line with Listing Regulations and as per the requirement of Section 134(3)(n) of the Act read with the rules made thereunder, as amended, the Board has already framed a comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the company, which in the opinion of the Board may threaten the existence of the Company. The object of the policy is to make an effective risk management system to ensure the long-term viability of the company's business operations. During the year under review, the same was reviewed half yearly by Audit Committee of the Company. The risk management plan comprised of the following 5 steps:
1. Identification of risk
2. Defining the risk in detail
3. Analyzing the risk
4. Evaluating various aspects linked to the risk
5. Treatment of risk
18. WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also available on the website of the Company at http://srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf . During the year, no whistle blower event was reported and the mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee. The details of the whistle blower policy/vigil mechanism is given in the report on Corporate Governance annexed to this report as Annexure-6.
19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. The following is a summary of Sexual Harassment Complaints received and disposed off during the financial year 2023-24: -
a. ) Number of Complaints pending at the beginning of the year: NIL
b. ) Number of Complaints received during the year: NIL
c. ) Number of Complaints disposed off during the year: NA
d. ) Number of Complaints pending at the end of the year: NIL
The details of Sexual Harassment Complaints received and disposed off during the financial year 2023-24 are given in the report on Corporate Governance annexed to this report as Annexure-6.
20. SOCIAL OBLIGATIONS
The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company. However, the Company has generally taken corporate social responsibility initiatives. The Company made efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment.
21. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on 31st March, 2024 on the Company's website on https://srsl.in/ by virtue of amendment to Section 92(3) of the Companies Act, 2013 and pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Contracts/ arrangements/ transactions that were entered by the Company during the financial year 2023-24 are done on Arm's length basis. Disclosure of particulars of contract/arrangements entered into by the company with Related Parties referred to in sub-section (1) of section 188 of the Act (in Form No. AOC -2) is annexed to this report as Annexure-2. The related party transaction policy is available on the website of the company at the link http://www.srsl.in/documents/Signed%20RPT%20Policy.pdf
23. PARTICULARS OF THE EMPLOYEES
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a detailed statement is annexed to this report as Annexure-3.
Further, with respect to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the names of the top ten employees in terms of remuneration drawn are listed below:
Sl. No
|
Name of the
Employee
|
Designatio n of the Employee
|
Remunerat
ion
received
(Rs.)
|
Nature of employme nt whether contractua l or
otherwise
|
Qualification s and
experience of the employee
|
Date of Commence -ment of employmen t
|
The age of such employe es
(years) as on 31st March 2024
|
The last employ ment held by such employe e before joining the
compan
y
|
The % of
equity shares held by the
employ ee in the
compa
ny
within
the
meanin g of clause (iii) of subrule (2) above
|
1.
|
Mr. Suresh
Chandra
Joshi
|
Vice
President (PA & IR)
|
14,91,880
|
Permanent
|
M.A.
(Economics), P.G. Diploma in Labour Law, Labour
Welfare and Personnel Management & L.L.B.
Exp.- 36 years
|
18/06/2015
|
64 Years
|
RSWM
Ltd.
|
0.00
|
2.
|
Mr. Vinod
Kumar
Ladia
|
Vice
President
(Marketing)
|
16,02,356
|
Permanent
|
B. E.(Textile Engineering), MBA-IIM, Ahmedabad Exp- 54 Years
|
15/11/1979
|
78 Years
|
J. K.
Synthetic s Limited (19681979
|
3.17%
|
3.
|
Mr.
Kameshwa r Roy
|
Chief
Engineer
|
7,48,540
|
Permanent
|
Polytechnic Diploma in Mechanical Exp.- 35 years
|
01/08/2011
|
60 Years
|
Punsumi India Ltd. Bhiwadi
|
0.00
|
4.
|
Mr.
Narayan
Lal
Malpani
|
G.M.(Materia
ls)
|
7,01,400
|
Permanent
|
B.Com
Exp.- 40 Years
|
26/06/2017
|
65 years
|
Shayona
Cement
Corp,
Malavi
(Central
Africa)
|
0.00
|
5.
|
Mrs. Monika Ladia #
|
Special
Executive
|
3,94,440
|
Permanent
|
B.E.
(Chemical) From Sikkim Manipal University Exp- 25 Years
|
01/04/1998
|
52 Years
|
|
0.12
|
6.
|
Mr. Sunil Thapliyal
|
Sr. Manager -R & D
|
4,85,480
|
|
MSC, Deploma in Textile Exp.- 42 Years
|
01/11/2011
|
64 years
|
Shayona
Cement
Corp,
Malavi
(Central
Africa
|
0.00
|
7.
|
Mr Harish Ajmera
|
Manager
Accounts
|
5,03,520
|
Permanent
|
M.Com
More than 30 years
|
01.01.1997
|
54 years
|
Ruchi Soya Ltd.
|
0.00
|
8.
|
Mr Alankar Tomar
|
Manager IT
|
4,66,580
|
Permanent
|
BCA, MCA
|
05.11.2016
|
57 years
|
Banswar a Syntex
|
0.00
|
9.
|
Mr Sunil Thapliyal
|
Sr. Manager R &D
|
4,85,480
|
Permanent
|
M.Sc., Diploma in textile
|
01.11.2011
|
66 years
|
SHAYON
A
Cement
|
0.00
|
10.
|
Mr. P S
Chundawa
t
|
Manager
|
4,49,748
|
Permanent
|
M.A.
|
09.12.1997
|
59 years
|
Rajastha n Petro
|
0.00
|
*None of the aforesaid employee (except Mrs. Monika Ladia and Mr. Vinof Ladia) is a relative of any director or manager of the Company.
# Mrs. Monika Ladia is a wife of Mr. Vikas Ladia (Managing Director and CEO) and Sister-in-Law of Mr. Anubhav Ladia (Whole Time Director) of the company.
# Mr. Vinod Ladia is a father of Mr. Vikas Ladia and Mr. Anubhav Ladia.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.
Pursuant to Section 134 (3)(m) of the Act read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure -4.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, the operations of the company are reviewed in detail in the Management Discussion and Analysis Report which is annexed to this report as Annexure -5.
26. CORPORATE GOVERNANCE
Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. The Report on Corporate Governance for financial year 2023-24 is annexed to this report as Annexure -6 along with the certificate on compliance of conditions of corporate governance issued by M/s. Himanshu SK Gupta & Associates, Secretarial Auditor.
27. OTHER COMPLIANCES
27.1 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 were no material changes and commitments which occurred after the close of
the year till the date of this report, which may affect the financial position of the Company.
27.2 Significant and material orders: Please refer note 40 to the Financial Statements.
27.3 Details in respect of adequacy of internal financial controls: For detailed discussion with reference to adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to this report as Annexure-5.
27.4 Disclosure of Accounting Treatment in preparation of Financial Statements: The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
27.5 Details of Subsidiary/ Joint Ventures / Associate Companies / and its Performance: Your company has no Subsidiary / Joint Ventures / Associate Companies.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:-
i. ) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. ) 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 and loss of the company for that period;
iii. ) 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;
iv. ) The directors had prepared the annual accounts on a going concern basis;
v. ) 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; and
vi. ) 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.
29. Secretarial Standards
The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meeting of the Board of Directors' and 'General Meetings'.
30. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
Bank of Baroda, a financial creditor, had filed an application under Section 7 of Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal - Jaipur Bench ("NCLT, Jaipur") alleging default in payment of their Bank Loans and the same was intimated to the Company on 4th May, 2022.
Vide the order of Hon'ble NCLT, Jaipur bench on dated 22nd August 2023 the Pre-Packaged Insolvency Resolution Process of the company duly completed. Furthermore, the payment schedule as per the order of Pre-Packaged Insolvency Resolution Process was also complied with by the company by February 2024 and is now complete.
However, one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honorable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order.
31. OTHER DISCLOSURES
Other disclosures with respect to Board's Report as required under the Act and the Rules notified thereunder are either NIL or NOT APPLICABLE.
32. ACKNOWLEDGMENT
Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Auditors, Customers, Suppliers, Share Transfer Agent and Regulatory Authorities and other stakeholders of the Company.
The Directors place on record their deep appreciation of the dedication of your Company's employees at all levels and look forward to their continued support in the future as well. Your directors are thankful to the shareholders for their continued patronage.
For and on behalf of the Board of Directors For Shree Rajasthan Syntex Ltd.
Date : September 06, 2024 Sd/- Sd/-
Place : Udaipur Vikas Ladia Anubhav Ladia
Registered : 27-A, First Floor, Meera (Managing Director and (Whole Time Director
Office Nagar, Housing Board Colony, Chief Executive Officer) and CFO)
Udaipur - 313001, Rajasthan DIN: 00256289 DIN: 00168312
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