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 Auditor's 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 Shareholder's 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 Company's 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 Company's shareholders may refer the Company's 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 Company's 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 Company's 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 Company's 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 Director's Report. The related party transactions are otherwise carried
out in the ordinary course of business and on arm's 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 Director's
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 |
|