| Dear Members,
The Directors have pleasure in presenting their Annual Report on the
business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company
(Standalone)
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
Particulars 2014-2015 2013-14
Gross Income 308,45,000 2250,21,749
Profit/Loss Before Interest and
Depreciation (27,24,768) (4,80,187)
Net Profit Before Tax (27,24,768) (4,80,187)
Provision for Tax - 1,19,890
Net Profit After Tax (27,24,768) (6,00,077)
2. Brief description of the Company's working during the year/State of
Company's affair
Currently, our company is engaged in the business of manufacturing
fabric viz suiting & shirting for the domestic and international
market. At the same time our Company is involved in trading of various
textile products which are of high quality and also bulk trading.
3. Change in the nature of business, if any
There is no Change in the nature of Business.
The company got Listed on SME Platform on October 22, 2013.
4. Dividend
Due inadequate profit the Company has not declared dividend.
5. Share Capital
The Company has not allotted any shares during the year.
6. Directors and Key Managerial Personnel
Mr. Vinay Poddar (DIN: 00148171) Director retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for reappointment
Mr. Vinay Poddar (DIN: 00148171) was appointed as Managing director of
the Company for a period of three years w.e.f. April 2, 2014 to April
1, 2017 on a remuneration of Rs.. 40,000/- (Rupees Forty thousand
monthly).
Mr. Vinod Banasal (DIN: 01921383) was appointed as Independent Director
of the Company for a period of Five years w.e.f. September 29,2014.
During the year Mrs. Sheela Kadechkaras (DIN:06862410)who was appointed
as Additional Director of the Company with effect from June 30,2015 to
hold office upto the date of forthcoming Annual General Meeting. Being
eligible, Ms. Sheela Kadechkara(DIN:06862410) offered herself to be
appointed as the Independent Director of the company.
As per the provisions of the Companies Act, 2013, Independent Directors
are required to be appointed for a term of five consecutive years, but
shall be eligible for reappointment on passing of a special resolution
by the Company and shall not be liable to retire by rotation. All other
Directors, except the Managing Director, will retire at the ensuing
Annual General Meeting and, being eligible, offer themselves for
re-election. The Independent Directors of your Company have given the
certificate of independence to your Company stating that they meet the
criteria of independence as mentioned under Section 149 (6) of the
Companies Act, 2013.
Mr.Santosh Saraf (DIN: 02037477) has resigned as Director of the
Company w.e.f. 02st April, 2014.
Mrs. Shraddha Gupta (DIN: 06391521) has resigned as Director of the
Company w.e.f. 02nd Feb, 2015.
Mr. Abhijeet Mittal (DIN: 06384118 ) has resigned as Director of the
Company w.e.f 30th June, 2015
During the year, Mr. Jitendra Tiwari who had resigned on 02nd April,
2014.
Also, Mr. Vinay Poddar (DIN: 00148171) has been appointed as Chief
Executive Officer.
7. Report On Corporate Governance
As per SEBI's Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15th
September 2014, the provisions of Clause 49 of the Listing Agreement
are not mandatory, hence no such report is required for the Company.
8. Particulars of Employees
As required under the provision of Section 197 of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 in respect of employees of the
Company is not given, as there were no employees drawing remuneration
beyond the prescribed limit under the above referred provisions.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
10. 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 Remuneration Policy is
stated in the Corporate Governance Report.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. (Annexure III)
B) Details of the every employee of the Company as required pursuant to
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
C) Any director who is in receipt of any commission from the company
and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company
or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board's Report.
D) The following disclosures shall be mentioned in the Board of
Director's report under the heading "Corporate Governance", if any,
attached to the financial statement:-
(i) All elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors;
(ii) Details of fixed component and performance linked incentives along
with the performance criteria;
(iii) Service contracts, notice period, severance fees;
(iv) Stock option details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over which
exercisable.
11. Auditors:
The Auditors, M/s Jain Anil & Associates, Chartered Accountants,
appointed as Statutory Auditor at the last Annual General Meeting held
on 20th September, 2014 for a term of five consecutive years i.e.
2014-2015, 2015- 16, 2016-17, 2017-18 and 2018-19. As per the
provisions of Section 139 of the Companies Act, 2013, the appointment
of Auditors is required to be ratified by Members at every Annual
General Meeting.
Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules,
2014, the aforesaid appointment needs to be ratified by the members at
the forthcoming Annual General Meeting. Accordingly, on recommendation
of the Audit Committee, the Board of Directors recommends to the
shareholders ratification of appointment of M/s Jain Anil & Associates,
Chartered Accountants, as the Auditors of the Company to hold office
from the conclusion of this meeting until the conclusion of the Annual
General Meeting to be held for the financial year 2018-19.
A certificate from M/s Jain Anil & Associates., Chartered Accountants
that their appointment is within the prescribed limits under Section
141 of the Companies Act, 2013 has been obtained.
The observations and comments given in the report of the Auditors read
together with notes to accounts are self-explanatory and hence do not
call for any further information and explanation or comments under
Section 134(3)(f) of the Companies Act, 2013. The report does not
contain any qualification, reservation or adverse remark or disclaimer.
12.Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s Vijay
Oganiya & Associates, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Form No. MR-3 to this report. The report is
self-explanatory and do not call for any further comments.
13.Internal Audit & Controls
The Company continues to engage M/s Himank Desai & Co. as its Internal
Auditor. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment.
Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths
in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of
Audit Committee on an ongoing basis to improve efficiency in operations
14. Policy:
During the year the Company Formulated and Adopted Codes under Sebi
[Prohibition Of Insider Trading) Regulations, 2015, Whistle Blower
Policy/ Vigil Mechanism, Risk Management Policy and also formulated and
adopted Code of Independent directors and Code of for Board and Senior
Management.
1 Board of Directors:
Category No. of directors
Non-Executive & Independent 2
Directors including the Chairman
Executive Director 1
[CEO & Managing Director)
Total 3
The Chairman of the Board is an Executive Director.
As required under Section 149[3) of the Companies Act, 2013, & Clause
49(11) (A) (l)of Listing Agreement, Mrs. Sheela Kadechkaras
(DIN:06862410), a Woman Director, has been appointed as an Independent
Director on the Board.
Name of Director Date of Date of Category
Resignation Appointment
Mr. VINAY PODDAR - 02/04/2014 Managing director
(DIN: 00148171) /CEO/CF0
MR.VIN0D - 20/11/2012 Independent Director
JAGMOHAN BANSAL
(DIN: 01921383)
MRS.SHEELA - 30/06/2015 Independent Director
SOMNATH
KADECHKAR(DIN:
06862410)
MR. ABHIJEET 30/06/2015 18/06/2014 Independent Director
MITTAL(DIN:
06384118)
Mrs. Shradha Gupta 01/02/2015 20/11/2012 Independent Director
(DIN: 06391521)
Name of Director No.of Committee(s) position
Directorship
(s) held in
Indian
public &
private Member Chairman
Limited
Companies
Mr. VINAY PODDAR 1 1 -
(DIN: 00148171)
MR.VIN0D 1 - -
JAGMOHAN BANSAL
(DIN: 01921383)
MRS.SHEELA 2 1 -
SOMNATH
KADECHKAR(DIN:
06862410)
MR. ABHIJEET -
MITTAL(DIN:
06384118)
Mrs. Shradha Gupta
(DIN: 06391521)
Board Meetings held during the year
Dates on which the Board Total Strength No. of Directors
Meetings were held of the Board Present
April 02,2014 3 3
MAY 14, 2014 3 3
AUGUST 16th, 2014 3 3
SEPTEMBER 05th, 2014 3 3
November 15th, , 2014 3 3
FEBRUARY 01th 2015 3 3
Name of Director Attendance at the Board Meetings held on
02/04/2014 14/05/2014 16/08/2014 05/09/2014
Mr. VINAY P P P P
PODDAR
(DIN:00148171)
MR. VINOD P P P P
JAGMOHAN
BANSAL
(DIN:01921383)
MR.ABHIJEET P P P P
MITTAL(DIN:
06384118)
Mrs. Shradha P P P P
Gupta
(DIN: 06391521)
Name of Director Attendance at the Board Attendance at
Meetings held on the AGM held
on 29th
September 14
15/11/2014 01/02/2015
Mr. VINAY P P P
PODDAR
(DIN:00148171)
MR. VINOD P P P
JAGMOHAN
BANSAL
(DIN:01921383)
MR.ABHIJEET P P P
MITTAL(DIN:
06384118)
Mrs. Shradha P P P
Gupta
(DIN: 06391521)
COMMITTEES OF THE BOARD.
(a) Audit Committee (mandatory committee)
The composition of the Audit Committee as at March 31, 2015 and details
of the Members participation at the Meetings of the Committee are as
under:
Name of Director Category Attendance at the Board Meetings
held on
14/05/2014 16/08/2014
Mr. VINAY Executive P P
PODDAR and Non-
(DIN: 00148171) Independent
MR. VINOD Non-executive P P
JAGMOHAN and Independent
BANSAL
(DIN: 01921383)
MR ABHIJEET Non- executive P P
MITTAL(DIN: and Independent
06384118) Independent
Name of Director Attendance at the Board Meetings held on
14/02/2015 - - -
Mr. VINAY P - - 2
PODDAR
(DIN: 00148171)
MR. VINOD P - - 2
JAGMOHAN
BANSAL
(DIN: 01921383)
MR ABHIJEET P - - 2
MITTAL(DIN:
06384118)
The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013 and Clause
49 of the Listing Agreement. Some of the important functions performed
by the Committee are:
(b) Remuneration Committee
The composition of the Remuneration Committee as at March 31, 2015 and
details of the Members participation at the Meetings of the Committee
are as under:
Name of Director Category Attendance at the Board Meetings
held on
05/09/2014 01/02/2015
Mr. VINAY PODDAR Executive P P
(DIN: 00148171) and Non-
Independent
MR. VINOD Non- P P
JAGMOHAN BANSAL executive
(DIN: 01921383) and
Independent
MR. ABHIJEET Non- P P
MITTAL(DIN: executive
06384118) and Non-
Independent
Name of Director Attendance at the Board Meetings held on
- - - -
Mr. VINAY PODDAR - - - -
(DIN: 00148171)
MR. VINOD - - - -
JAGMOHAN BANSAL
(DIN: 01921383)
MR. ABHIJEET - - - -
MITTAL(DIN:
06384118)
(d) Stakeholders' Relationship Committee (mandatory committee) f
In compliance with the provisions of Section 178 of the Companies Act,
2013 and the Listing j Agreement, the Board has renamed the existing
"Shareholders'/lnvestors' Grievance Committee" as ; the "Stakeholders'
Relationship Committee".
The terms of reference of the Committee are:
Name of Director Category Attendance at the Board Meetings
held on
05/09/2014 28/11/2014
Mrs. Shradha Executive P P
Gupta and Non-
(DIN: 06391521) Independent
MR. VINOD Non- P P
JAGMOHAN executive
BANSAL and
(DIN:01921383) Independent
MR. ABHIJEET Non- P P
MITTALfDIN: executive
06384118) and Non-
Independent
Name of Director Attendance at the Board Meetings held on
01/02/2015 - - -
Mrs. Shradha P
Gupta
(DIN: 06391521)
MR. VINOD P
JAGMOHAN
BANSAL
(DIN:01921383)
MR. ABHIJEET P
MITTALfDIN:
06384118)
During the year, no complaints were received from shareholders. The
balance complaints were under various stages of investigation. As on
March 31, 2015, no investor grievance has remained unattended/ pending
for more than thirty days..
Independent Directors' Meeting
During the year under review, the Independent Directors met on March
31, 2015, inter alia, to discuss:
* Evaluation of the performance of Non-independent Directors and the
Board of Directors as a whole.
* Evaluation of the performance of the chairman of the Company, taking
into account
* Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
* All the Independent Directors were present at the Meeting.
TERMS OF APPOINTMENT & REMUNERATION - CEO & MD
Mr. Vinay Poddar (DIN: 00148171]
Period of Appointment 3 years w.e.f. April 02, 2014
to April 01, 2017
Salary Grade 2,40,000/-
Allowances -
Perquisites
Retrial Benefits -
Performance Bonus
Sign-on Amount -
Deferred Bonus
Minimum Remuneration -
Notice Period & Severance Fees -
Other -
15. Extract of annual return:
As required pursuant to section 92(3] of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I.
16. General Body Meetings
Particulars of last three Annual general meetings :
Year ended 31st Venue Date Time
March,
2014 At the 29/09/2014 11.00 a.m.
Registered
Office
2013 At the 30/09/2013 11.00 a.m.
Registered
Office
2012 Atthe 29/09/2012 11.00 a.m.
Registered
Office
Year ended 31st Special Resolutions Passed
March,
2014 -
2013 -
2012 -
17. Extraordinary General Meeting (EGM)
No Extraordinary General Meeting held during the Financial Year
2014-2015
18. During the year under review, no resolution has been passed
through the exercise of postal ballot.
E-Voting Facility to members
Exempt as the Company is SME Listed.
19. 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
No Material changes occurred subsequent to the close of the financial
year of the Company to which the balance sheet relates and the date of
the report like settlement of tax liabilities, operation of patent
rights, depression in market value of investments, institution of cases
by or against the company, sale or purchase of capital assets or
destruction of any assets etc.
20. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company.
21.Deposits
The details relating to deposits, covered under Chapter V of the Act,
(a) accepted during the year-NIL
(b) remained unpaid or unclaimed as at the end of the year-NIL
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during : the year and if so, number of such
cases and the total amount involved-NIL
22. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto shall be disclosed in Form No.
AOC-2. As Annexure II to the Board Report.
23.STATUTORY DISCLOSURES
In terms of the provisions of Section 217 [2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Directors' Report. However, as per the
provisions of Section 219 (b) (iv) of the said Act read with Clause 32
of the Listing Agreement, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company at the registered office of the Company.
24. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
a) Conservation of energy
(i) the steps taken or impact on conservation of NIL
energy
(ii) the steps taken by the company for utilizing NIL
alternate sources of energy
(iii) the capital investment on energy conservation NIL
equipment's
(b) Technology absorption
(i) the efforts made towards technology absorption NIL
(ii] the benefits derived like product improvement, NIL
cost reduction, product development or import
substitution
(iii] in case of imported technology (imported during NIL
the last three years reckoned from the beginning
of the financial year]-
(a] the details of technology imported. NIL
(b] the year of import; NIL
(c)whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where absorption NIL
has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and NIL
Development
25. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest 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.
26. 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 and
loss 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.
(f) 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.
27.LISTING WITH STOCK EXCHANGES:
The Company got Listed on 22st October, 2013 on SME Platform of BSE .
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
28. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors of
Subhtex (India) Limited
Registered Office: Mr. Vinay Poddar Mrs. Sheela Kadechkar
18, SURTI CHAMBERS, Managing Director Director
2ND DHOBI TALAO LANE., (DIN: 00148171) (DIN: 06862410)
MUMBAI - 400 002
(PLACE):Mumbai
(DATE)-.August 24th, 2015
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