To,
The Members
Oswal Yarns Limited,
Link Road, Industrial Area,
Ludhiana
Your Directors present the 42nd Annual Report together with Audited
Statement of Accounts for the financial year ended 31st March, 2024.
Financial Highlights
The summarized financial results of the company during the financial year 2023-24 are
as under:
(Amt. Rs in Lakhs)
PARTICULARS |
2023-24 |
2022-23 |
Total Revenue from operations |
194.04 |
125.40 |
Profit before Depreciation, Interest & Tax (PBDIT) |
(2.67) |
(15.04) |
Less: Interest & Financial Expenses |
0.00 |
0.81 |
Profit Before Depreciation & Tax (PBDT) |
(2.67) |
(15.85) |
Less: Depreciation |
3.11 |
2.59 |
Profit Before Exceptional & Extraordinary Items and Tax |
(5.78) |
(18.44) |
Exceptional Items |
(15.16) |
(6.54) |
Profit/ (Loss) Before Tax |
(20.94) |
(24.98) |
Tax Expense/ Deferred Tax |
0.17 |
0.24 |
Profit/ (Loss) for the Period |
(20.77) |
(24.74) |
Earnings Per Share (Rs.) |
|
|
-Basic |
(0.52) |
(0.62) |
-Diluted |
(0.52) |
(0.62) |
Dividend
Keeping in view the losses incurred by the Company during the year, the Board of
Directors of the company have not recommended any dividend for the year 2023-2024.
Transfer to Reserves
No amount has been transferred to the General Reserves. However, the net loss for the
year ended 31st March, 2024 has been adjusted to the retained earnings.
Operational Review
The company's business predominantly comprises of only one segment i.e. manufacturing
and trading of knitted cloth. It falls under the single business segment of Textile
industry. During the year under review, the highlights of the Company's performance are as
under:
Revenue from operations decreased to Rs. 194.04 Lakhs from Rs. 125.40 Lakhs
PBDIT showed a drastic fall to Rs (2.67) Lakhs from Rs (15.04) Lakhs
Loss before Tax for the current year stood at Rs. 20.94 Lakhs
The Company reported a Net Loss of Rs. 20.77 Lakhs as compared to loss of Rs.
24.74 Lakhs reported last year.
Report on Corporate Governance
Pursuant to provisions of regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions of Regulation 27(2) are not
applicable to the Company as on 31st March, 2024 as the paid-up Equity Share
Capital and Net Worth was below Rs. 10 crores and Rs. 25 crores respectively.
Share Capital
During the year, the Company has neither issued any Shares with or without differential
rights nor issued any Sweat Equity shares. The Company has not purchased its own equity
shares. The Paid up Equity Share Capital as on 31st March, 2024 stood at Rs.
4,01,00,000/- comprising of 40,10,000 Equity Shares of Rs. 10/- each. The Company has not
issued or granted any stock options.
Board Meetings
The Board meets at regular intervals to discuss and decide on policy and strategy apart
from other business discussions. During the year under review, the Board of Directors met
on five occasions viz; 30.05.2023; 28.07.2023; 29.08.2023; 28.10.2023 and 31.01.2024. The
intervening gap between the Board Meetings was within the period prescribed under the
Companies Act, 2013.
Public Deposits
The Company has not accepted any deposits from the public during the financial year
2023-24. There has not been any outstanding or unpaid or unclaimed deposit at the end of
the financial year 2023-24 in terms of Section 73 of the Companies Act, 2013 including
rules framed therein.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms.
Vama Oswal (DIN: 08264613), retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers herself for re-appointment. The Board recommends her
re-appointment for the consideration of the Members of the Company at the forthcoming
Annual General Meeting.
After the closure of financial year, Ms. Sonali Verma resigned from the post of Company
Secretary and Compliance Officer w.e.f 08.04.2024 and the Board in its meeting appointed
Ms. Aarti Sharma as Company Secretary & Compliance Officer of the company w.e.f.
08.04.2024
Declaration by Independent Directors
The independent directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 read with the
SEBI (LODR) Regulations.
Significant and other material orders passed by the regulators or courts
There are no significant and other material orders passed by the regulators or courts
or tribunals during the financial year 2023-24 which has an impact on the going concern
status and operations of the company substantially.
Particulars of Loans, Guarantee or Investments
The Company has not given any loans, guarantee or made investments in terms of Section
186 of the Companies Act, 2013.
Material changes and commitments, if any, affecting the financial position of the
company
There are no material changes affecting the financial position of the company which
have occurred between the end of the financial year 2023-24 of the company to which the
financial statements relate and the date of the directors report.
The Board in its meeting held on 27/07/2024 took note of the approval from the
competent authority for the change of land use in relation to the land located at Link
Road, industrial Area-A, Ludhiana and considered various options to sell / dispose off the
said land. The necessary action in this regard shall be taken after considering all the
available scenarios.
Annual Return
The draft of the Annual Return of the Company as on 31st March, 2024 in Form
MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management
and Administration) Rules, 2014 is enclosed as Annexure -1 and forms part of this Report
and also available on the website of the Company.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31st
March, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) 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 and loss of the company for that period;
c) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the Assets of the Company and for preventing and detecting fraud and other irregularities;
d) that Directors' have prepared the annual accounts on a going concern basis;
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.
Selection & Remuneration Policy
The Board of Directors of your company on the recommendation of the Nomination &
Remuneration Committee has framed a policy for selection and appointment of directors, key
managerial personnel, senior management employees and their remuneration.
Auditors
M/s SHSP and Associates, Chartered Accountants, Ludhiana (FRN 004267N) were appointed
as
Statutory Auditors of the company at the 40th Annual General Meeting of the
Company to hold office till the conclusion of 45th Annual General Meeting of
the Company. However, M/s SHSP and Associates, Statutory auditors of the Company resigned
from their post on 28.08.2024 causing a casual vacancy.
Subsequently, the Board in its meeting held on 02.09.2024 appointed M/s Subash Vipan
& Co., Chartered Accountants (FRN 012898N) as Statutory Auditors to fill the casual
vacancy and they shall hold office till the conclusion of the ensuing AGM. Further, the
Board in its meeting held on 02.09.2024 proposed the appointment of M/s Subash Vipan &
Co., Chartered Accountants (FRN 012898N) as Statutory Auditors of the company for a period
of five years i.e. till the conclusion of 47th AGM of the Company. Accordingly,
the resolution proposing their appointment forms part of the notice calling the 42nd
AGM of the Company.
Cost Records
As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, your Company is not required
to maintain cost records.
Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
Conservation of Energy, technology Absorption and Foreign Exchange Earning and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo is annexed herewith as Annexure- 2 and forms part of this Report.
Secretarial Audit Report
The Board has appointed Mr. Vikas Rai Berry, Practicing Company Secretary as
Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit
Report for the financial year ended 31st March, 2024 is enclosed as Annuexure-3
to this report. The Secretarial Audit Report is selfexplanatory and do not call for any
further comments.
Particulars of Contracts or Arrangements with Related Parties
The company has not entered into any contract or arrangement or transactions with the
related parties in terms of Section 188(1) of the Companies Act, 2013 during the year
under review. Therefore there is no requirement for disclosure pursuant to Clause (h) of
sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014.
Corporate Social Responsibility (CSR)
The stipulation of formulate Corporate Social Responsibility Committee is not
applicable to your company in terms of Section 135 of the Companies Act, 2013.
Formal Annual Evaluation
The Board carries out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its various committees
viz. Audit, Risk Management, Nomination & Remuneration and Stakeholders Relationships
Committee.
Industrial Relations
Industrial relations remained cordial throughout the year under review.
Internal Control Systems and Audit
Your company has adequate internal control systems commensurate with the size and
nature of the business. The company has engaged Berry Associates as its external agency to
conduct internal audit of affairs of the company. The scope of their 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 and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis.
Committees of the Board
1. Audit Committee
The company has constituted an Audit Committee in terms of Section 177 of the Companies
Act, 2013 read with SEBI (LODR) Regulations, 2015. As on 31st March, 2024, the
Committee comprises of Sh. Nipun Vyas as Chairman with Sh. Kulwant Rai Dhawan and Ms. Vama
Oswal as Members. The recommendations of the audit committee are always accepted by the
Board of Directors. The Audit Committee met 5 (five) times during financial year 2023-24
viz; 30.05.2023; 28.07.2023;28.10.2023 and 31.01.2024.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board in terms of
Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015. As on 31st
March, 2024, the Committee consists of Sh. Nipun Vyas as Chairman with Sh. Kulwant Rai
Dhawan and Ms. Vama Oswal as members. It lays down criteria for the persons who are
qualified to become directors and who may be appointed in senior management, makes
recommendation to the Board for the appointment and removal of directors, key managerial
personnel, senior management employees and their remuneration. During the financial year
2023-24, four meetings of the Nomination and Remuneration Committee were held on
30.05.2023; 28.07.2023; 28.10.2023 and 31.01.2024.
3. Stakeholders Relationship Committee
The Company has constituted Stakeholders Relationship Committee in terms of Section 178
of the Companies Act, 2013 read with stipulations of the SEBI (LODR), 2015. It comprises
of Sh. Tej Paul Oswal as Chairman with Sh. Nipun Vyas and Sh. Kulwant Rai Dhawan as
members. It inter-alia considers and resolves the grievances of the shareholders and
investors viz; transfer of shares, nonreceipt of shares/annual reports etc. &
reviewing the reports by the Registrar. The Stakeholders Relationship Committee met 5
(five) times during financial year 2023-24 on 30.05.2023; 28.07.2023;28.10.2023 and
31.01.2024.
Vigil Mechanism/Whistle Blower Policy
The company has a vigil mechanism / whistle blower policy whereby any personnel who has
genuine concerns and/or observes matters involving any alleged misconduct (not necessarily
a violation of law), fraud and mismanagement, if any, can approach the Audit Committee
without necessarily informing their supervisors. The company has provided protection to
"whistle blowers" from unfair termination and other prejudicial employment
practices. During the financial year 2023-24, there has not been any instance of
fraud/misconduct etc. reported under this policy of the company.
Subsidiaries/Joint Ventures and Associates
The company does not have any subsidiary/joint venture and associate company/concern.
Management Discussion and Analysis
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report.
Particulars of Employees
Information pertaining to employees in terms of Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the
Companies Act, 2013 is NIL.
Policy for Prevention of Sexual Harassment of Women at Work Place
Your Company has adopted a policy and constituted Internal Complaints Committee for
prevention, prohibition and redressal of sexual harassment of women at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial
year 2023-24, no complaint on sexual harassment was received by the company.
Listing
The securities of the Company are listed on BSE Limited (Scrip Code: 514460), Floor 25,
P.J. Towers, Dalal Street, Mumbai - 400 001.
Acknowledgment
Your company expresses gratitude to the Lenders, Creditors, Shareholders, Government
Department, Customers and Business Constituents for their cooperation and support.
|
For & On Behalf of Board of Directors |
|
|
For Oswal Yarns Limited |
|
|
Sd/- |
Sd/- |
|
(Bharatt Oswall) |
(Tej Paul Oswal) |
|
Executive Director |
Managing Director |
|
(DIN: 00469332) |
(DIN: 00781144) |
Place: Ludhiana |
|
|
Date: 02.09.2024 |
|
|
|