|
Dear Members,
The Board of Directors hereby submits 55th Annual Report
along with the Audited Financial Statements of the Company for the Financial Year ended
March 31, 2025.
1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:
The financial performance of the Company is summarized as under:
|
|
Amounts (Rs. in Hundreds) |
| Particulars |
2024-2025 |
2023-2024 |
| Income from Operations |
2,840.02 |
0.00 |
| Add : Other Income |
2,41,858.83 |
2,87,775.69 |
| Total Income |
2,44,698.85 |
2,87,775.69 |
| Less: Expenses |
2,47,155.28 |
2,13,276.88 |
| Profit before Taxes |
(2,456.42) |
74,498.81 |
| Less : Current Taxation |
19,591.00 |
27,260.00 |
| Less: Deferred Tax |
(111.99) |
1,156.38 |
| Less: Prior year tax adjustments |
120.40 |
(156.84) |
| Total Tax Expenses |
19,599.41 |
28,259.54 |
| Net Profit/Loss after Taxes |
(22,055.83) |
46,239.26 |
2. AMOUNT CARRIED FORWARD TO RESERVES:
Your Company has not transferred any amount to its reserves, apart from
transfer of losses incurred during the financial year under review.
3. PERFORMANCE REVIEW (Amount in Hundreds):
In FY 2024-25, the Company experienced a period of business slowdown
compared to the previous year, reflecting broader market trends with transitional phase
for the Company.
Total Income stood at 2,44,698.85, demonstrating the Company's
continued ability to maintain significant revenue streams in a dynamic environment.
Income from Operations registered at 2,840.02, marking a positive step
as the Company generated operating income this year, where there was none in the preceding
year. Total Expenses increased to 2,47,155.28, in line with the strategic investments made
to position the Company for future growth and resilience.
These factors contributed to a Loss Before Tax of 2,456.42 in FY
2024-25, following a strong profit in the previous year.
Despite higher tax expenses, the Company remains well-positioned to
capitalize on expected opportunities, recording a Net Loss After Taxes of 22,055.83 for FY
2024-25, after achieving a net profit in FY 2023-24. Management continues to focus on
operational efficiencies and strategic initiatives to set the stage for renewed growth and
long-term value creation in the upcoming years.
4. DIVIDEND:
In order to reserve funds for its operational activities, your
Directors do not recommend any dividend for the Financial Year ended March 31, 2025.
5. CHANGES IN THE NATURE OF BUSINESS:
There were no changes in nature of business during Financial Year ended
March 31, 2025.
6. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There were no significance or material orders passed by regulators or
courts or tribunals impacting the going concern status and company's operations in
future. There were no material changes and commitments affecting the financial position of
the company occurring between March 31, 2025 and the date of this Report of the Directors.
7. SUBSIDIARIES, JOINT VENTURE / ASSOCIATES COMPANIES DURING THE YEAR:
The Company has no subsidiaries, joint ventures or associate companies
for the financial year ended March 31, 2025.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying in unpaid or unclaimed
account for a period of seven years. Therefore, there were no funds which were required to
be transferred to Investor Education and Protection Fund (IEPF).
9. DISCLOSURE OF VARIOUS POLICIES:
The Board has approved various policies in their meeting to enable the
Committees to work effectively and in accordance with the provisions as stipulated in the
Policies. Various policies as approved by Board of Directors are posted on Company's
website www.subhashsilkmills.com. The Company has formulated risk management policy and it
regularly assesses the risk involved in its business.
10. REMUNERATION PAID AND POLICY THEREOF:
The Details of Remuneration, Sitting Fees & No. of Shares held by
each Directors and KMPs are given below:
| Sr. No. Name of the Directors |
Remuneration (in Rs.) |
Sitting fees (in Rs.) |
No. of Shares held |
| 1 Mr. Dhiraj Mehra |
1,50,000/- p.m. |
NIL |
2,80,500 |
| 2 Mr. Sumeet S. Mehra |
50,000/- p.m. |
NIL |
2,35,900 |
| 3 Mrs. Nameeta S. Mehra |
NIL |
NIL |
4,77,000 |
| 4 Ms. Paridhi Somani |
20,000/- p.m. |
NIL |
NIL |
| 5 Ms. Priyanka Mankame |
15,000/- p.m. |
NIL |
NIL |
| 6 Ms. Kavisha Dinesh Shah |
NIL |
25,000 |
NIL |
| 7 Mr. Jay Narayan Nayak |
NIL |
25,000 |
NIL |
The Board has, on recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. This Policy is posted on the company's website
www.subhashsilkmills.com
11. 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 behavior, the Company has formulated
Whistle Blower Policy for vigil mechanism in order to enabled the Directors and employees
of the Company to report to the management about the unethical behavior, fraud or
violation of Company's code of conduct. The mechanism provides for adequate
safeguards against victimization of employees and Directors who use such mechanism and
makes provision for direct access to the chairman of the Audit Committee in exceptional
cases. None of the personnel of the Company has been denied access to the Audit Committee.
This Policy is posted on company's website www.subhashsilkmills.com.
12. DISCLOSURES:
i. There were no transactions of material nature undertaken by your
Company with its promoters, Directors or the management, their subsidiaries or relatives
that may have a potential conflict with the interest of the Company. ii. The Company has
fulfilled all the statutory compliances and there was no penalty imposed on the Company by
SEBI or any Statutory Authority. iii. Your Company has followed Whistle Blower Mechanism
by adopting and adhering to Whistle Blower Policy and affirms that no personnel have been
denied access to the Audit Committee.
13. DEPOSITS:
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 read with the Companies
(Acceptance of Deposit) Rules,
2014 during the year under review. Further, the unsecured loans from
Directors which are exempt as per Rule 2(1)(c) of the Companies (Acceptance of Deposit)
Rules, 2014, continued in the books of Accounts of the Company. In respect of such
exempted deposits, the Company has duly filed necessary e-form with Ministry of Corporate
Affairs.
14. CORPORATE GOVERNANCE NON-APPLICABILITY:
Pursuant to exemption available as per Regulation 15 of the SEBI (LODR)
Regulations 2015, the reporting as per Para C, D & E of Schedule V of said Regulations
are not applicable to our Company. The Company has already filed necessary disclosure on
BSE portal stating non-applicability of various provisions of SEBI (LODR) Regulations
2015.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulations 34 of the SEBI (LODR)
Regulations, 2015, the detailed review on the operations and performance of the Company
and its business is given in the Management Discussion and Analysis, is set out in this
Annual Report.
16. 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 under the Note 4 of the Notes to Accounts to financial statements for
the financial year ending March 31, 2025.
17. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
probably authorized, 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.
18. DIRECTORS AND CHANGES THEREOF:
Following changes took place in the composition of Directors of Company
during Financial Year ended March 31, 2025 and upto the date of signing of this report: a.
Re-appointment of Mr. Dhiraj Subhash Mehra (DIN 01409010) as Director who was liable to
retire by rotation, by the Company at the Annual General Meeting held on September 27,
2024 as per Section 152(6) of the Companies Act 2013. b. The tenure of Mr. Anant Singhania
(DIN 00019992) and Mr. Lav Kumar Vadehra (DIN 01936360) as Independent Directors of the
Company concluded upon the completion of their second term at the 54th Annual
General Meeting. c. Mr. Jay Narayan Nayak (DIN: 05174213) was appointed as an Additional,
Non-Executive, Independent Director on the Board during the year under review; later, he
subsequently resigned from the position with effect from 2nd May 2025. d. Ms.
Kavisha Dinesh Shah (DIN: 09124459) was appointed as an Additional, Non-Executive,
Independent Woman Director on the Board during the year under review. e. Mr. Vikramsingh
Rajpurohit (DIN 11219162) was appointed as an Additional, Non-Executive, Independent
Director on the Board post the end of the financial year under review, with effect from 1st
August 2025.
19. DETAILS OF KEY MANAGERIAL PERSONNEL:
During Financial Year under review, following person holds position of
Key Managerial Personnel in the Company in compliance with provisions of Section 203 of
the Companies Act, 2013:
| 1. Mr. Dhiraj Mehra |
- Managing Director |
| 2. Mrs. Priyanka Mankame |
- Chief Financial Officer |
| 3. Ms. Paridhi Somani |
- Company Secretary |
20. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under the Act and the Listing Regulations. Further, in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, the Independent Directors have confirmed that they have included their names
in the Independent Directors' Databank maintained with the Indian Institute of
Corporate Affairs (IICA).
In the opinion of the Board, the Independent Directors of the Company
fulfil the conditions specified under the Act and Listing Regulations and are independent
of the management.
Independent Directors' Profile:
Mr. Jay Narayan Nayak, aged 39 years, holds a Bachelor's degree in
Commerce degree, Bachelor's degree in Law from the University of Mumbai and is a
member of the Institute of Company Secretaries of India. He is a Practicing Company
Secretary having an experience of around 10 years and having expertise in the field of
Corporate Laws, Taxation & Intellectual Property Laws. Mr. Nayak is also an
Independent Director on the Board of Directors of 3 other listed entities. Ms. Kavisha
Dinesh Shah, aged 35 years holds a Bachelor's degree in Commerce (Accountancy &
Finance) and obtained her Bachelor's in Law (L.L.B) from Government Law College,
Mumbai in 2013. Additionally, she has a Post Graduate Diploma in Intellectual Property
Rights from the same institution. Ms. Shah embarked on her legal career at India Law
Alliance, where she has accumulated over 10 years of experience in litigation,
arbitration, real estate, corporate law, and intellectual property rights litigation and
advisory services. Her expertise extends to handling complex cases in diverse industries
and jurisdictions. She has a broad range of practice areas, including commercial
contracts, information and data management, bankruptcy, shareholder oppression and
mismanagement, real estate litigation and documentation, as well as media contracts. Her
extensive knowledge allows her to effectively handle intricate matters in both corporate
and civil law.
The Company has also appointed Mr. Vikramsingh Rajpurohit (DIN
11219162)as Additional Non-Executive Independent Director on the Board of the Company as
on August 01, 2025, who is also recommended for appointment as Director under Section 152,
161 of the Companies Act 2013 and Rules made thereunder at the ensuing 55th
Annual General Meeting and their brief profile is mentioned under Annexure to item 4 of
the Notice of ensuing 55th Annual General Meeting.
21. BOARD EVALUATION & SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured
questionnaire was prepared after taking into consideration the various aspects of the
Board's functioning, composition of the Board and its Committees, culture, execution
and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors. The Board of Directors expressed their satisfaction with
the evaluation process.
22. BOARD MEETINGS & ATTENDANCE THEREOF:
During the Financial Year under review, the Board of Directors met four
(4) times on 30th May, 2024, 14th August 2024, 14th
November 2024 and 14th February 2025. The Board meets at least once in a
quarter to review quarterly, half yearly and annual financial results along with
operations of Company and other matters.
The intervening gaps between the meetings were within the period of 120
days as prescribed under the provisions of Companies Act 2013 and SEBI (LODR) Regulations,
2015. The details of meetings attended by Directors along with their Directorship and
membership in other Companies for FY 2024-25 is given below:
| Name of Directors |
Categories |
Attendance of meetings
during the year |
No. of Other Directorship s (including
Private Limited Companies) |
No. of Membership(s) /Chairmanship( s)
of Board Committees in other Companies |
|
|
No. of Board Meeting held |
Board Meetin g attend ed |
Whether attended last AGM held on
27-09-2024 |
|
|
| Mr. Sumeet Mehra |
Executive Chairman |
4 |
4 |
Yes |
7 |
0 |
| Mr. Dhiraj Mehra |
Managing Director |
4 |
4 |
Yes |
4 |
0 |
| Mrs. Nameeta Mehra |
Non-Executive Woman Director |
4 |
4 |
Yes |
4 |
0 |
| Mr. Lavkumar Vadehra1 |
Independent Non- Executive Director |
4 |
2 |
Yes |
4 |
0 |
| Mr. Anant Singhania 2 |
Independent Non- Executive Director |
4 |
2 |
Yes |
1 |
0 |
| Ms. Kavisha Dinesh Shah3 |
Independent Non- Executive Director |
4 |
2 |
Yes |
0 |
0 |
| Mr. Jay Narayan Nayak 4 |
Independent Non- Executive Director |
4 |
2 |
Yes |
4 |
2 |
23. COMMITTEES OF THE BOARD:
a. Audit Committee:
The Audit Committee consisted of 3 (three) members. During the
financial year under review, the members of Audit Committee met four (4) times on 22nd
May, 2024, 13th August 2024, 7th November 2024 and 30th
January 2025.
i. Brief Description of Terms of reference:
The terms of reference stipulated by the Board to Audit Committee are
as follows:
a. Review of Company's financial reporting process and the
disclosure to ensure that the financial statement is correct, sufficient and credible.
b. Recommending Appointment/Removal of External Auditors, Fixation of
audit fees and payment for other services.
c. Reviewing, with the management, Annual Financial statements and
Auditors' Report before submission to the Board with focus on the matters required to
be included in Director's Responsibility Statement to be included in Board's
report, changes in accounting policies and practices, major accounting entries, disclosure
of any related party transactions, qualifications in draft audit report, significant
adjustments arising out of audit Accounting standards.
d. Statutory compliance and legal requirements.
e. Any related party transactions of material nature with promoters,
managements, subsidiaries or relatives etc. that may have potential conflict with interest
of the Company at large.
f. Reviewing and monitoring the auditor's independence, their
performance and effectiveness of audit process.
g. Scrutinizing inter-corporate loans and investments.
h. Evaluating internal financial controls and risk management systems.
i. Reviewing with the management, external and internal auditors, the
adequacy of internal control systems and internal audit function.
j. Discussion with internal Auditors, any significant findings and
follow-up thereon. Reviewing any suspected fraud, irregularity or failure of internal
control system of material nature and reporting the matter to Board.
k. Discussion with external Auditor in respect of pre and post audit
matters to ascertain any area of concern.
l. Reviewing the functioning of Whistle Blower Mechanism.
ii. Composition of members of Audit Committee upto 13th
August 2024:
| Sr. No. Name of Member |
Designation |
Category |
| 1 Mr. Lav Kumar Vadehra |
Chairman |
Independent Director |
| 2 Mr. Anant Singhania |
Member |
Independent Director |
| 3 Mr. Dhiraj Mehra |
Member |
Executive Director (MD) |
iii. Composition of members of Audit Committee after reconstitution
w.e.f 14th August 2024 to 31st March 2025:
| Sr. No. Name of Member |
Designation |
Category |
| 1 Mr. Jay Narayan Nayak |
Chairman |
Independent Director |
| 2 Ms. Kavisha Dinesh Shah |
Member |
Independent Director |
| 3 Mr. Dhiraj Mehra |
Member |
Executive Director (MD) |
iv. Meetings and Attendance during the year:
| Name of Members |
Dates of Audit Committee Meetings
held and Members attendance |
|
22nd May, 2024 |
13th August 2024 |
7th November 2024 |
30th January 2025 |
| Mr. Lav Kumar Vadehra |
P |
P |
NA |
NA |
| Mr. Anant Singhania |
P |
P |
NA |
NA |
| Mr. Dhiraj Mehra |
P |
P |
P |
P |
| Mr. Jay Narayan Nayak |
NA |
d ALIGN='RIGHT'>NA
P |
P |
| Ms. Kavisha Dinesh |
NA |
NA |
P |
P |
| Shah |
|
|
|
|
P = Present A = Absent NA = Not Applicable
b. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consisted of 3 (three)
members. During the Financial Year, the members of Nomination and Remuneration Committee
met one (1) time on 13th August 2024.
i. Brief Description of Terms of reference:
1. The Company has a Remuneration Committee, which determines and
recommends the remuneration payable to the Managing Director, Directors and Key Managerial
Personnel and other employees on the basis of their performances as well as Company's
performance, subject to the consents as may be required. The remuneration to the Executive
Directors consists of a fixed salary and other perquisites, wherever applicable. The
perquisites are considered as a part of remuneration.
2. Formulating criteria for evaluation of Independent Directors and the
Board. The Non-Executive Directors are not paid any remuneration except sitting fees for
attending the Board Meetings or Committee Meetings.
ii. Composition of Nomination and Remuneration Committee upto 13th
August 2024:
| Sr. No. Name of Member |
Designation |
Category |
| 1 Mr. Anant Singhania |
Chairman |
Independent Director |
| 2 Mr. Lav Kumar Vadehra |
Member |
Independent Director |
| 3 Ms. Nameeta Mehra |
Member |
Non-Executive Director |
Composition of Nomination and Remuneration Committee after
reconstitution w.e.f 14th August 2024 to 31st March 2025:
| Sr. No. Name of Member |
Designation |
Category |
| 1 Mr. Jay Narayan Nayak |
Chairman |
Independent Director |
| 2 Ms. Kavisha Dinesh Shah |
Member |
Independent Director |
| 3 Ms. Nameeta Mehra |
Member |
Non-Executive Director |
i. Meetings and Attendance during the year:
| Name of Members |
Dates of Nomination & Remuneration
Committee |
|
Meetings held and Members attendance |
|
13th August 2024 |
| Mr. Anant Singhania |
P |
| Mr. Lav Kumar Vadehra |
P |
| Ms. Nameeta Mehra |
P |
| Mr. Jay Narayan Nayak |
NA |
| Ms. Kavisha Dinesh Shah |
NA |
| P = Present A = Absent |
NA = Not Applicable |
c. Stakeholder Relationship Committee:
The Stakeholder Relationship Committee consisted of 2 (two) members.
During the Financial Year, the members of Stakeholder Relationship Committee met four (4)
times on 22nd May 2024, 13th August 2024, 07th November
2024 and 30th January 2025. i) Brief Description of Terms of reference:
The Company has constituted a Stakeholders' Relationship Committee
of the Directors to consider and redress the grievances of security holders of the Company
such as non-receipt of refund orders, shares sent for registration of transfer,
non-receipt of notices and audited annual report, dividend etc.
ii) Composition of Stakeholders' Relationship Committee upto 13th
August 2024:
| Sr. No. Name of the Member |
Designation |
Category |
| 1 Mr. Anant Singhania |
Chairman |
Independent Director |
| 2 Mr. Lav Kumar Vadehra |
Member |
Independent Director |
Composition of Stakeholders' Relationship Committee after
reconstitution w.e.f 14th August 2024 to 31st March 2025:
| Sr. No. Name of the Member |
Designation |
Category |
| 1 Mr. Jay Narayan Nayak |
Chairman |
Independent Director |
| 2 Ms. Kavisha Dinesh Shah |
Member |
Independent Director |
i) Meetings and Attendance during the year:
| Name of Members |
Dates of Stakeholders
Relationship Committee Meetings held & Members attendance |
|
22nd May 2024 |
13th August 2024 |
7th November 2024 |
30th January 2025 |
| Mr. Anant Singhania |
P |
P |
P |
P |
| Mr. Lav Kumar Vadehra |
P |
P |
P |
P |
| Mr. Jay Narayan Nayak |
NA |
NA |
P |
P |
| Ms. Kavisha Dinesh Shah |
NA |
NA |
P |
P |
| P = Present A = Absent NA = Not Applicable |
|
|
|
|
Terms of Reference for Committee:
The Committee oversees the performance of the Registrar and Share
Transfer Agents and recommends measures to improve investor services. The Company has
authorized Directors severally to approve the Share Transfers. In pursuance of the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations (duly
amended), the Board has approved the Committee to implement and monitor the various
requirements as set out in the Code. The Board had designated Mrs. Pardhi Somani, Company
Secretary as the Compliance Officer w.e.f. May 30, 2016. She continues to be designated as
Compliance Officer till date of this report. There were no complaints received from
shareholders during the Financial Year 2024-25. Further, the requests for transfer and
dematerialization of shares was approved within the prescribed timelines and necessary
reporting was made with appropriate authorities as required under SEBI LODR Regulations
2015. All the recommendations of Audit Committee and other Committees made to the Board of
Directors were duly accepted by the Board of Directors. There has been no such incidence
where the Board has not accepted the recommendation of any Committees of the Board during
the financial year 2024-25.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at 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 for
prevention and redressal of complaints of sexual harassment at workplace. Further, the
Company has also formed the Internal Complaints Committee (ICC') in compliance
with the said Act.
The Company has not received any complaints during the Financial Year
2024-25 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules made thereunder.
Pursuant to provision of Section 134(3)(m) of the Companies Act, 2013,
read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company hereby
discloses the following information related to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
| Sr. No. Particulars |
FY 2024-25 |
| 1. Number of complaints filed during the
financial year under review |
Nil |
| 2. Number of complaints disposed of during
the financial year under review |
Nil (as no compliant received) |
| 3. Number of complaints pending as on end of
the financial year under review |
Nil |
25. DIRECTORS' RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with the Accounting
Standards as prescribed under Section 133 of the Companies Act 2013 (the Act')
read with the Rule 7 of the Companies (Accounts) Rules 2014, the provisions of the Act and
guidelines issued by SEBI. There are no material departures from the prescribed accounting
standards in the adoption of these standards. The Board of Directors of the Company
confirms:
i. In the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
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 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 Companies Act, 2013 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 an adequate system of internal
financial control to be followed by the Company and such internal financial controls are
adequate and operating efficiently;
vi. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and were
operating effectively.
26. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is as follows: The Company has two Executive Directors
(including one Managing Director). Further sitting fees has been paid to Independent
Directors during year under review. The particulars of employees who are covered by the
provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment &
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 Company
Secretary in advance.
27. STATUTORY AUDITORS & THEIR REPORT:
The shareholders at their 51st Annual General Meeting of the
Company had approved the appointment of M/s. Govind Prasad & Co. (Firm Registration
No.: 114360W), Chartered Accountants as Statutory Auditor for consecutive period of 5
years i.e. from FY 2020-21 to FY 2024-25.
The Auditor's Report for the financial year ended March 31, 2025,
issued by the Statutory Auditors does not contain any qualification, reservation, adverse
remark or disclaimer.
M/s. Govind Prasad & Co., Chartered Accountants, have completed
their tenure as Statutory Auditors of the Company for the period from FY 2020-21 to FY
2024-25. Accordingly, the Board has proposed the appointment of M/s. Shabbir & Rita
Associates LLP, Chartered Accountants (Firm Registration No. 0109420W), as the Statutory
Auditors of the Company for a term of five
consecutive years, commencing from the conclusion of the 55th
Annual General Meeting (AGM) until the conclusion of the 60th AGM, subject to
the approval of the shareholders. Further, the Company has received eligibility letter
from M/s. Shabbir & Rita Associates LLP, to consider their appointment as Statutory
Auditors which is within the prescribed criteria as specified in Section 141 of the
Companies Act, 2013 and that they are not disqualified.
28. SECRETARIAL AUDITOR & THEIR REPORT:
Pursuant to the provision of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board had appointed
M/s. KNK & Co. LLP, Firm of Company Secretaries which is peer
reviewed to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial
Audit Report in Form No. MR-3 for the year ended March 31, 2025 is annexed as
"Annexure A".
29. 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.
30. ANNUAL RETURN:
The Annual Return of the Company pursuant to Section 92 of the
Companies Act 2013 and rules made thereunder is available in our Company's website
www.subhashsilkmills.com.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS
AND OUTGO:
The information on Conservation 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 with this
report as Annexure B.
32. CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall in the criteria mentioned under Section
135(1) of the Companies Act, 2013 for applicability of the provisions of Corporate Social
Responsibility (CSR). 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 rules
made thereunder.
33. RELATED PARTY TRANSACTIONS:
There were no material contracts or arrangements entered into by the
company in accordance with provisions of section 188 of the Companies Act, 2013. All
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 entered into 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 for related party transactions entered
during the financial year under review is attached with this report as Annexure
C". None of the Directors has any pecuniary relationships or transactions vis-a-vis
the company.
34. 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 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 Board Members and
Senior Management personnel have confirmed compliance with the Code. The MD & CFO has
also confirmed and declared the same. The certification/declaration is reproduced at the
end of this Report.
35. DEMATERIALISATION OF SHARES:
The agreement with Central Depository Services (India) Ltd. (CDSL)
& National Securities Depository Ltd. (NSDL) for admitting the Equity Shares of
Company in depository mode still continues. The shareholders have already dematerialized
their shares and Purva Sharegistry (India) Pvt. Ltd. continues to be Registrar &
Transfer Agents of Company for shares held in physical as well as for providing
connectivity in a depository mode with both NSDL & CDSL. SEBI vide its recent circular
has proposed to prohibit transfer of shares in physical form. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail of the facility of dematerialization from
either of the depositories.
36. 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 of Directors
and the designated employees have confirmed compliance with the Code.
37. LISTING:
The Equity Shares of your Company are presently listed on the BSE
Limited (Bombay Stock Exchange). Further, the Company has paid the annual listing fees for
the financial year 2024-25.
38. WEBSITE OF THE COMPANY:
The Company maintains a functional website i.e.
www.subhashsilkmills.com wherein detailed information of the Company and its activities
are displayed.
39. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL
MEETINGS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings.
40. FRAUD DETECTED BY THE AUDITORS OR AUDIT COMMITTEE, IF ANY:
There was no fraud identified or detected by the Auditors or Audit
Committee of the Company during the financial year under review.
41. DETAILS OF MAINTENANCE OF COST RECORD AS SPECIFIED BY CENTRAL
GOVERNMENT
UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013:
The Company was not required to maintain cost records as specified by
the Central Government u/s 148(1) of the Companies Act 2013 for the financial year
2024-25.
42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR.
There is neither any application made nor any application is pending
under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There is neither any one time settlement was undertaken nor any loan
from any bank and financial institution was taken during the financial year under review.
44. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has duly established and maintained its internal controls
and procedures for the financial reporting and evaluated the effectiveness of Internal
Control Systems. The internal control systems are commensurate with the size, scale and
complexity of its operations.
45. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
The Maternity Benefit Act, 1961, aims to provide maternity benefits to
women employees, ensuring their protection and support during pregnancy and childbirth.
The Company is committed to fostering a supportive work environment and ensuring
compliance with the Act to promote the well-being of its women employees. Thus, the
Company is committed to providing a supportive work environment for its women employees
and ensures compliance with the Maternity Benefit Act, 1961. Pursuant to Section 134(3)(m)
of the Companies Act, 2013, the Company hereby discloses the following information:
| Sr. No. Particulars |
FY 2024-25 |
| 1. Number of women employees |
1 |
| 2. Number of men employees |
4 |
| 3. Number of transgender employees |
Nil |
| 4. Number of women employees availing
maternity benefit |
Nil |
| 5. Details of maternity benefits provided
(like paid maternity leave, medical facilities, etc.) |
Nil |
46. ACKNOWLEDGEMENTS:
We thank our customers, vendors, investors, bankers for their continued
support during the financial year. We place on record our appreciation of the contribution
made by our employees at all levels. We also thank the government for their support and
look forward to their continued support in future.
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
For SUBHASH SILK MILLS LTD. |
|
|
SD/- |
SD/- |
| Date: August 14, 2025 |
SUMEET MEHRA |
DHIRAJ MEHRA |
| Place: Mumbai |
CHAIRMAN & DIRECTOR |
MANAGING DIRECTOR |
|
DIN: 00342934 |
DIN: 01409010 |
|