Dear Shareholders,
Your Directors are pleased to present their 37th Annual Report on the affairs of the
Company together with the Audited Statement of Accounts for the year ended 31st March,
2023.
|
2022-23 |
2021-22 |
|
(Rs in lakhs) |
(Rs in lakhs) |
FINANCIAL RESULTS |
|
|
Profit/(Loss) before Finance Cost, Depreciation, Tax |
247.07 |
(482.02) |
Finance Cost |
265.72 |
254.49 |
Profit/(Loss) before Depreciation |
(18.65) |
(736.51) |
Depreciation |
315.63 |
330.28 |
|
(334.28) |
(1066.79) |
Tax Expenses: |
|
|
Prior Years' Tax Adjustments |
- |
- |
Deferred Tax Charged / (Credit) |
(77.50) |
103.35 |
Profit/(Loss) for the year |
(256.78) |
(1170.14) |
Balance brought forward from previous year |
(7097.16) |
(5927.02) |
Transferred from OCI |
0.00 |
0.00 |
Transferred from Capital Reserve |
0.00 |
0.00 |
Balance Carried to Balance Sheet |
(7353.94) |
(7097.16) |
PERFORMANCE REVIEW
During the year, revenue from the operations of the Company is Rs.572.40 Lakhs as
compared to Rs. 225.13 Lakhs in the previous year. The operating profit of the Company is
Rs.247.07 Lakhs as against operating loss of Rs.482.02 Lakhs in the previous year. The
loss after finance cost and depreciation is Rs. 334.28 Lakhs as against the loss of
Rs.1066.79 Lakhs in the previous year.
DIVIDEND
The Board has decided not to recommend any dividend for the financial year 2022-23.
TRANSFER TO RESERVES
There is no transfer to reserves for the financial year 2022-23.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2023 was Rs.8,74,98,650.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year, there is no Material Changes and Commitment which affects the
Financial Position of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, required information relating to the Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgao is given in
Annexure A to the Directors' Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)
During the Year Shri Rahul Rawat had resigned from the post of Company Secretary &
Compliance Officer of the Company w.e.f. 10th February, 2023.
During the Year Ms Aisha Siraj (Membership No. A67270) had Appointed as Company
Secretary & Compliance Officer w.e.f. March 01, 2023.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Shri Rajiv Patodia (DIN: 00026711) retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for reappointment.
Accordingly, his re-appointment forms part of the Notice of the ensuing Annual General
Meeting. 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
sub- section (7) of Section 149 of the Companies Act, 2013. The Board is of the opinion
that the Independent Directors of the Company hold highest standards of integrity and
possess requisite expertise and experience required to fulfil their duties as Independent
Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors
hereby state:
a) that in the preparation of the Annual Accounts for the year ended 31st March, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statements
have been selected and applied them consistently and 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 as at 31st March, 2023 and of the Profit & Loss of the Company for the year
ended on that date;
c) that the Directors have taken proper and sufficient care for 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;
d) that the annual accounts have been prepared on a going concern basis; that Directors
have laid down internal financial controls to be followed by the Company and such Internal
Financial Controls are adequate and operating effectively; and
e) that Directors have laid down internal financial controls to be followed by the
Company and such Internal Financial Controls are adequate and operating effectively; and
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 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 various Committees.
The Board of Directors expressed their satisfaction with the evaluation process.
The performance evaluation of the Chairperson and Non- Independent Directors was
carried out by the Independent Directors at their separate meeting held on 12th August,
2022. The Independent Directors expressed their satisfaction with the evaluation process.
The performance evaluation of all the Directors, Committees and the Board was carried
out by the Nomination and Remuneration Committee, Independent Directors and Board at their
respective meetings.
NUMBER OF BOARD MEETINGS:
During the year 2022-23, the Board of Directors met five times on the dates as given
below. The gap between two consecutive meetings was not more than one hundred and twenty
days as provided in section 173 of the Companies Act, 2013.
Date of Board Meeting held During the FY 2022-23-
Sr. No. |
Date of Meeting |
Number of Director Liable to Attend |
Number of Director Attend |
1. |
May 21, 2022 |
7 |
7 |
2. |
August 06, 2022 |
7 |
7 |
3. |
October 07, 2022 |
7 |
7 |
4. |
November 05, 2022 |
7 |
7 |
5. |
February 04, 2023 |
7 |
7 |
The details of the Composition of the Board of Directors are given.
Sr. No. |
Name of Director |
Number of Attend |
Number Entitled to of Meeting Attended |
1. |
Shri Krishan Kumar Patodia |
5 |
5 |
2. |
Shri Narayan Patodia |
5 |
5 |
3. |
Shri Hariprasad Siotia |
5 |
5 |
4. |
Shri V. K. Gupta |
5 |
5 |
5. |
Shri Rajiv Patodia |
5 |
5 |
6. |
Shri Ashwinikumar L. Dave |
5 |
5 |
7. |
Smt. Hema Thakur |
5 |
5 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 is annexed hereto and forms a part
of this report and is also hosted on the website of the Company www.eurotexgroup.in.
AUDITORS STATUTORY AUDITORS
The Statutory Auditors M/s. Lodha & Co., Chartered Accountants (Firm's Reg.
No.301051E), were appointed as Statutory Auditor for a term of five years at 36thAnnual
General Meeting of the Company till the conclusion of 41stAnnual General Meeting of the
Company.
COST AUDITORS
As per the requirement of Central Government and pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company has been carrying out audit of Cost Records
relating to Textile.
MAINTENANCE OF COST RECORDS
As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly,
such accounts and records are maintained.
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 Board has
appointed M/s. S.K. Jain & Co., Practicing Company Secretaries, to conduct Secretarial
Audit of the Company for the financial year 2022-23.
AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
Report of Statutory Auditor:
The Report given by the Statutory Auditors for the Financial Statements for the year
ended 31st March, 2023 read with explanatory notes thereon do not call for any explanation
or comments from the Board under Section 134 (3) of the Companies Act, 2013.
Report of Secretarial Auditor:
M/s. S.K. Jain & Co., Practicing Company Secretaries, was appointed to conduct
Secretarial Audit of the Company for the financial year 2022-23 as required under Section
204 of the Companies Act, 2013 and the Rules there under. The Secretarial Audit Report for
the financial year 2022-23 forms part of the Annual Report as Annexure B to
the Boards Report.
CORPORATE GOVERNANCE
The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as
company falls under criteria of Regulation 15 (2) (a) of SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015, the paid-up capital of the company being less
than Rs.10 crore and net worth being less than Rs. 25 crore, the threshold limit as
prescribed therein.
AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc. The details of the Composition of the Audit Committee are given.
Name of Person |
DIN |
Designation |
Shri V. K. Gupta |
00021560 |
Chairman |
Shri Hariprasad Siotia |
00015103 |
Member |
Shri Ashwinikumar L. Dave |
00126187 |
Member |
Smt. Hema Thakur |
01363454 |
Member |
Date of Audit Committee Meeting: -.
Sr. No. |
Date of Meeting |
Number of Director Liable to Attend |
Number of Director Attended |
1. |
May 21, 2022 |
4 |
4 |
2. |
August 06, 2022 |
4 |
4 |
3. |
October 07, 2022 |
4 |
4 |
4. |
November 05, 2022 |
4 |
4 |
5. |
February 04, 2023 |
4 |
4 |
The Company Secretary of the Company acts as Secretary to the Committee.
During the year, there are no instances where the Board had not accepted the
recommendations of the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE & POLICY
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of the Composition of the Nomination and Remuneration
Committee are given.
NAME OF DIRECTORS |
DIN |
DESIGNATION |
Shri V. K. Gupta |
00021560 |
Chairman |
Shri Hariprasad Siotia |
00015103 |
Member |
Smt. Hema Thakur |
01363454 |
Member |
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their Remuneration. The policy provides for determining qualifications,
positive attributes, and independence of a Director.
RISK MANAGEMENT
The Company has laid down the procedures to inform the Board about the risk assessment
and minimization procedures and the Board has formulated Risk management policy to ensure
that the Board, its Audit Committee and its Executive Management should collectively
identify the risks impacting the Company's business and document their process of risk
identification and risk minimization as a part of a risk management policy/strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and
Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention
of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes
financial risk, political risk, legal risk, etc. The Board reviews the risk trend,
exposure and potential impact analysis and prepares risk mitigation plans, if necessary.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy has been placed on the Company's website www.eurotexgroup.in .The
Company is not required to contribute towards CSR under Section 135 of the Companies Act,
2013 read with Rules there under. The Board of Directors of your Company, however, has
constituted a CSR Committee.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. Based on the report of Internal Audit function, corrective
action is undertaken in the respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board. During the year under review, no material or serious observation
has been received from the Internal Auditors of the Company for inefficiency or inadequacy
of such controls.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices, Company has put in place a system
through which the Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct & Ethics
without fear of reprisal. The Employees and Directors may report to the Compliance Officer
and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy
is hosted on the website of the Company i.e. www.eurotexgroup.in.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
Internal Complaints Committees (ICC) have been set up to redress complaints received
regarding sexual harassment and the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year: a) No. of Complaints received: Nil b) No. of Complaints disposed of: Nil
DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013
Disclosures pertaining to remuneration and other details as required under Section 197
(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
a) Ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year:
Name of Director |
Ratio to Median Remuneration |
Shri K. K. Patodia |
5.13 |
Shri Narayan Patodia |
3.66 |
Shri Rajiv Patodia |
2.20 |
b) Percentage increase in remuneration of each Director, Chief Executive Officer, Chief
Financial Officer, Company Secretary in financial year:
Name of Person |
Designation |
% increase Remuneration |
Shri. K. K. Patodia |
Chairman and MD |
0.00 |
Shri. Narayan Patodia |
Managing Director |
0.00 |
Shri. Rajiv Patodia |
Executive Director |
0.00 |
c) Percentage increase in the median remuneration of employees in the financial year:
Nil
d) The number of permanent employees on the rolls of the Company: 32 employees
e) Average percentile increases 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 and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Nil
f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
A statement comprising the names of top 10 employees in terms of remuneration drawn and
every person employed throughout the year, who were in receipt of remuneration in terms of
Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as Annexure C and forms an integral part of this
Report.
The above Annexure is not being sent along with this Annual Report to the Members of
the Company in line with the provision of Section 136 of the Companies Act, 2013. The
aforesaid Annexure is available for inspection by Shareholders at the Registered Office of
the Company, 21 days before and up to the date of the ensuing Annual General Meeting
during the business hours (working days) of the Company.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his/her spouse and dependent
children) more than two percent of the equity shares of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans and guarantees.
Details of Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
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 made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large and hence, enclosing of Form AOC-2 is not required.
All Related Party Transactions are placed before the Audit Committee as well as the Board
for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are audited and a statement giving details of
all Related Party Transactions is placed before the Audit Committee and the Board of
Directors for their approval on a quarterly basis. The Company has developed a Related
Party Transactions Policy for the purpose of identification and monitoring of such
transactions.
The policy on Related Party Transactions as approved by the Board is available on the
Company's website at www.eurotexgroup.in.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion & Analysis Report for the
year under review is given under a separate section and forms part of the Annual Report.
PUBLIC 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
Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing
of details of deposits which are not in compliance with the Chapter V of the Act is not
applicable.
ANNUAL RETURN
The Annual Return of the Company for the financial year ended 31st March, 2023 in Form
MGT-7 as required under Section 92(3) of the Companies Act, 2013, is available on the
Company's website and can be accessed at www.eurotexgroup.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the financial year 2022-23, there were no significant or material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status and operations
of the Company in the future.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with Secretarial Standards issued by the Institute Company
Secretaries of India on Board and General Meetings.
REPORTING OF FRAUDS
There were no frauds reported by the Statutory Auditors under provisions of Section 143
(12) of the Companies Act, 2013 and Rules made there under.
OTHER DISCLOSURES
The Company has only two reportable business segment i.e. Yarn and Real Estate
Development Segment in terms of requirement of IND AS-108 and has its
operations/assets located in India.
During the year under review, the Company does not have any Subsidiary or Joint Venture
or Associate Company. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and thankful acknowledgement
for valuable assistance the Company received from all Customers, Agents, Suppliers,
Investors and Bankers.
On behalf of the Board
|
K. K. PATODIA |
|
Chairman and Managing Director |
Place: Mumbai |
|
Date : 4th August, 2023 |
|