Dear Shareholders
Your Directors have pleasure in presenting the 42nd Annual
Report together with the Audited Financial Statements of the Company for the financial
year ended 31 st March, 2023.
( Rs in lacs)
Financial Highlights |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Sales |
87,791.13 |
95,817.59 |
Profit before Interest & Depreciation |
9,492.87 |
13,397.05 |
Less : Interest |
3,885.09 |
4,269.34 |
|
5,607.78 |
9,127.71 |
Less : Depreciation |
2,156.78 |
2,141.28 |
Profit/ (Loss) before Tax |
3,451.00 |
6,986.43 |
Less : Provision for Taxation - Current
Tax/MAT |
975.88 |
2,657.12 |
-MAT Credit |
- |
- |
-Deferred Tax Liability/(Assets) |
(35.63) |
(1,563.22) |
-MAT Credit earlier year/Charged Earlier Year |
- |
- |
-Tax/MAT for earlier years |
- |
- |
-Tax Adjustment for the earlier year |
58.96 |
1,343.88 |
Net Profit/ (Loss) after Tax |
2,451.79 |
4,548.65 |
Add : Surplus brought from previous year |
5,017.01 |
2,955.74 |
Less: Adjustments & amounts transferred
to General Reserves |
2,500 |
2,500.00 |
|
4,958.18 |
5,017.01 |
Appropriations : |
|
|
Proposed Dividend |
NIL |
NIL |
Corporate Dividend Tax |
NIL |
NIL |
Surplus Carried to Balance Sheet |
4,958.18 |
5,017.01 |
|
4,958.18 |
5,017.01 |
PERFORMANCE REVIEW/STATE OF AFFAIRS OF THE COMPANY
A. Yarn Spinning, Dyeing and Fabric
During the year under review, your Company's Sales decreased by
8.38% to H87791.13 lacs against H95817.59 lacs during the previous year and net profit
(after tax) has decreased by 46.09% to H2451.79 lacs for the current year against net
profit (after tax) ofH4548.65.lacs in the previous year. Further the exports of the
company during the year decreased by 40.55% to H35626.50 lacs against H59926.68 lacs for
the previous financial
Textile manufacturing units around the globe have reported lower
turnover and profit compared to last year due to high production cost and low demand. High
inflation,increased interest rates and war in Ukraine has impacted the demand of textile
goods and apparels. The raw material prices although dropped as compared to last year, but
decline in yarn prices was sharper than corresponding reduction of raw materials.
B. Hydro Power Project
During the year 2022-2023, 3.5 MW hydropower project year. of the
company at Dharamshala, Distt. Kangra, Manuni Khad (H.P.) has generated 109.42 lac units
in 2022-2023 as compared to 124.52 lacs units in year 2021-2022 and entire units generated
were captively consumed in our plant at Baddi. The fall in generation is mainly due to
poor rainfall in catchment area during last monsoon season.
MODERNISATION & EXPANSION
During the year 2022-23 the company has undertaken up gradation and
modernization project in Unit at Baddi. The Capital cost of the project was estimated to
be H51.78 Crs for which an amount of H38.84 Crs was sanctioned by Banks and balance amount
of H12.94 Crs was met by Internal Accruals. The modernization was envisaged to meet the
increase in export demand of value added products and involves replacement of old spinning
machinery, with state of art new machines which would facilitate production of yarn with
great efficiency, productivity with lesser wastage. Also capacity of dye house would be
increased from 30 MTPD to 31.5 MTPD along with improvements in effluent treatment and
water recovery plant to meet state pollution control board guidelines/requirement. In
order to increase in-house worker's strength, it was also proposed to increase
workers housing including additional accommodation in women's hostel. The entire up
Gradation project would be completed by the end of third quarter of FY 2023-24. The
company is making substantial efforts and initiative on sustainability and our commitment
to CMS sustainability has placed us as a signatory of ZDHC and have become first supplier
in India to get Incheck and verified by ZDHC'.
SHARE CAPITAL
The Authorized Share Capital of the Company is H25,00,00,000/- (Rupees
Twenty Five Crores) divided into 2,50,00,000 (Two Crore Fifty Lac) Equity Shares of H10/-
each.
The paid up Equity Share Capital as at March 31, 2023 was
H19,82,00,000/- (comprised of 1,98,20,000 equity shares of H10/- each). During the year
under review, the Company has neither issued any shares nor granted stock options or sweat
equity, preference shares and also not made any provision for purchase of its own shares
by employees or by trustees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided any security/guarantee
as per section 186 of the Companies Act, 2013 during the year 2022-23. The Investments
under section 186 of the Act are given in the Financial Statements forming part of the
Annual Report.
PUBLIC DEPOSITS
The Company has not accepted /renewed any deposits from the public
during the FY 2022-23.
DIVIDEND & RESERVES
Keeping in view to conserve resources, your Directors have not
recommend any dividend for the FY 2022-23.
During the year under review no unclaimed and unpaid dividend was
pending for transfer to IEPF Authority.
Although, the unclaimed dividend and shares already transferred to the
IEPF Authority by the Company in the previous years can be claimed by the concerned
shareholders by approaching the Investor Education and Protection Fund Authority.
NUMBER OF MEETINGS HELD
The details of Board and Committee Meetings are given in the Corporate
Governance Report.
DIRECTORS/KEY MANAGERIAL PERSONNEL
Sh. Ashish Bagrodia, Chairman & Managing Director and Sh. Anil
Kumar Sharma, Executive Director & CEO shall be liable to retire by rotation at the
ensuing General Meeting, being eligible, they have offered themselves for re-appointment.
Sh. Ashish Bagrodia, Chairman and Managing Director was reappointed on,
1st February 2021 for a fiveyears period and remuneration was approved for a period of
three years. As remuneration was approved for a period of three years, the Board has
approved his remuneration, for remaining tenure of re-appointment subject to approval of
shareholders, at the ensuing Annual General Meeting. Sh. Anil Kumar Sharma have been
re-appointed as an Executive Director & CEO for a period of three years w.e.f. 12th
February 2023, subject to the approval of Shareholders of the Company at the ensuing
Annual
General Meeting. During the year Sh. Arun Kumar Basu (DIN: 08747388)
Non-Executive Independent Director resigned on 29th August 2022.
There was no change in the Key Managerial Personnel during the year.
ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS.
As per Companies Act 2013 and Listing Regulations,
Board has adopted formal mechanism for evaluating its performance and
as well as that of its committees, individual Directors, including the Chairman of the
Board in compliance of Companies Act 2013 and Listing
Regulations. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as composition
of the
Board, its committee & members, their experience &
competencies, performance of specific duties & obligations, governance. Broadly the
performance of Non-Independent/Executive/Whole Time Director(s) was evaluated on the basis
of their own performance, expertise, intelligence, their qualitative & quantitative
contribution towards operational achievements, organizational performance etc. The
performance of Non-Executive Independent Directors were evaluated on the basis of their
constructive participation's in Board/Committee/General meetings, their informed
& balanced decision-making, ability to monitor financial controls, systems &
certain allied parameters. The annual performance evaluation of various Board Committees
constituted under Companies Act & Listing Regulations was made on the basis of their
respective terms of reference, discharge of functions, governance etc.
The separate Meeting of independent Directors was held on 11th
February, 2023 to review the performance of Non-Independent directors including the
Chairman and the Board as a whole as per Code of Independent Directors under Companies Act
2013 and Listing Regulations. The Independent Directors also reviewed the quality, content
and timeliness of follow of information between Management and the Board.
The Performance Evaluation Policy of Board of Directors is uploaded on
the Company's website i.e. www.winsometextile.com under corporate policies.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their Remuneration. The said policy has been uploaded on
the website of the Company. The Key provisions of Nomination and
Remuneration policy are appended as an Annexure I to the
Board's report.
AUDIT COMMITTEE
The company has duly constituted an Audit Committee, the scope of which
is quite comprehensive and is in conformity with the provisions of the Companies Act,
2013 and Listing Regulations. The composition of the Audit Committee is
given in Corporate Governance Report.
All the recommendations of the Audit Committee were accepted by the
Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted the Whistle Blower Policy/
Vigil mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the Company's Code of
Conduct and
Ethics. Such mechanism/policy is also uploaded on the website of the
Company i.e. www.winsometextile.com under the head corporate policies.
AUDITORS REPORT
The auditor's report is self-explanatory and requires no
explanation.
COST AUDIT & AUDITORS
M/s K.K. Sinha & Associates, Cost Accountants were appointed as
Cost Auditors of your Company for auditing the cost accounts records for the financial
year 2022-23 under provisions of Section 148 of the Companies Act, 2013. They are likely
to submit Cost Audit Report within the prescribed time limit. Further the Company has made
and maintained proper cost records as specified by the central government under
sub-section (1) of section 148 of the Companies Act, 2013 for its business activities
carried out during the year.
Furthermore, the Board has re-appointed M/s K.K. Sinha &
Associates, Cost Accountants as Cost Auditors of the Company for the financial year
2023-24 on a remuneration of H 75,000/- (Rupees Seventy Five Thousand Only) same as in the
previous year subject to the approval of Shareholders. The Company has received written
confirmation(s) from M/s K.K. Sinha & Associates, Cost Accountants, to the effect that
their re-appointment, if made, would be in accordance of provisions of section 148 of
Companies Act 2013 and that they are not disqualified for such appointment within the
meaning of section 141 of Companies Act, 2013 read with Companies (Audit & Auditors)
Rules 2014.
SECRETARIAL AUDIT & AUDITORS
Shri Ramesh Bhatia, Practicing Company Secretary was appointed to
conduct the secretarial audit of the
Company for the financial year 2022-23 as required under Section 204 of
the Companies Act, 2013 and Rules made there under. The secretarial audit report for FY
2022-23 is appended as an Annexure II to the Board's report. The Secretarial
auditors' report for the year under review contain no adverse
remarks,qualifications,hence no comments required.
Furthermore, the Board has re-appointed Shri Ramesh
Bhatia, Practicing Company Secretary as secretarial auditor of the
Company for the financial year 2023-24.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2022-23 for
all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued
thereunder. The Annual Secretarial Compliance Report has been submitted to the stock
exchanges within the prescribed time.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Party transactions entered during the financial year were
on arm's length basis and in the ordinary course of business. There were no
materially significant related party transactions with the Company's Promoters,
Directors Management or their relatives, which could have had a potential conflict with
the interests of the Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Audit Committee for its
review/approval under omnibus approved route. There was no material contract or
arrangement or transactions with Related Party during the year. Thus, disclosure in form
AOC-2 is not required.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act, 2013,
the rules there under and Listing Regulations. This Policy as considered audit observation
and approved by the Board has been uploaded on the website of the Company at web link
http:// www.winsometextile.com/files/pdf/68-63-file.pdf.
PARTICULARS OF EMPLOYEES
The information under Section 197 read with Rule 5(1), 5(2) & 5(3)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as an
Annexure III & Annexure IV to the Board Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return as on March 31, 2023 is available on the Company's
website at web link http://www.winsometextile.com/annual-return.
INDUSTRIAL RELATIONS
The company maintained healthy, cordial and harmonious industrial
relations at all levels.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks through well-defined risk
management policy/procedures, which in the opinion of the Board may threaten the existence
of the Company. The Company has in place a mechanism to inform the Board about the risk
assessment and minimization procedures and periodical review to ensure that management
controls risk through means of a properly defined framework.
The Company has formulated and adopted Risk Management Policy to
prescribe risk assessment, management, reporting and disclosure requirements of the
Company. The said policy is available on the website of the Company i.e.
www.winsometextile.com.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with
reference to financial statements. During the year such controls were tested and no
material weakness in their operating effectiveness was observed.
Further, the Company has an adequate system of internal control system
in place commensurate with its size and operations. It ensures that all transactions are
authorized, recorded and reported correctly. To maintain its objectivity and independence,
an in-house Internal
Audit Department of Company continuously monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating system, accounting procedures and policies/SOP's at all the location of the
Company. Significant and corrective actions thereon are presented to Audit
Committee. The Audit Committee regularly reviews the reports submitted
by Internal Audit Department.
ASSOCIATES AND SUBSIDIARIES
The Company has no Associates & Subsidiaries as on March 31, 2023.
OVERSEAS BRANCH
The Company has its branch office in Poland, which is operational since
F.Y. 2018-19 and catering to textile market in central Europe.
CORPORATE GOVERNANCE AND COMPLIANCE WITH SECRETARIAL STANDARDS
As per the provisions of Listing Regulations, a separate
Report on Corporate Governance practices followed by the Company
together with a Certificate Practicing Company Secretary, confirming compliance forms part
of this report. Furthermore, the Company has complied with Secretarial Standards issued by
Institute of Company Secretaries of India on Board Meetings and General Meetings.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
As required under Section 134(3)(m) of the Companies Act 2013 read with
Rule 8 of Companies (Accounts) Rules, 2014 the particulars relating to conservation of
energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure
V to the Board's
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the corporate social responsibility
(CSR) policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in Annexure VI of this report
in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014 as amended. For other details regarding the CSR Committee, please refer to the
Corporate Governance Report, which is also part of this Annual Report.
The CSR policy is available on website of Company at web link:
http://www.winsometextile.com/ files/pdf/68-224-file.pdf.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
SEBI, vide its order dated December 15, 2021 has restrained the company
from accessing the securities market in any manner, whatsoever, for a period of 3 years
from the date of the said order and also levied of a penalty of H4.40 Crores. The company
has obtained a legal opinion that SEBI has erred in passing the said order and the
companyhasfiledappeal with the appropriate forum and same is pending as on date.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) and 134(5) of Companies
Act, 2013, it is hereby confirmed that: in the preparation of annual accounts for the
financial year ended 31st March, 2023, the applicable accounting standards have been
followed and that there are no material departures; the Directors have selected such
accounting policies and applied them consistently and made judgements and estimates that
were 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 or loss of the Company for the year
ended on that date; theDirectorshavetakenproperandsufficient 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; the annual accounts have been prepared on a
going concern basis; the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and are
operating effectively; the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequately and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted the Declaration
of Independence, as required pursuant to provisions of section 149 of Companies Act 2013
and under Listing Regulations, stating that they meet the criteria of independence as
provided in said section/ relevant regulation.
STATUTORY DISCLOSURES
None of the Directors of Company are disqualified under the provisions
of section 164 of Companies Act 2013 & rules made there under. The Directors have made
the requisite disclosures, as required under the Companies Act 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to
as Listing Regulations).
INTERNAL COMPLAINT COMMITTEE (ICC)
The Company has constituted an Internal Complaint Committee (ICC) in
all units of the company including corporate office to consider and resolve all sexual
harassment complaints reported by any employees of the Company. The constitution of ICC is
as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the committee includes external members from NGOs with relevant experience.
Investigation is conducted and decisions made by ICC at respective location, and senior
woman employee is the presiding officer over every case. Half of the total members of ICC
are women. The details of complaints pertaining to sexual harassment that were filed, of
and pending during the financial year are provided in the corporate governance report of
this Annual Report.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT
There are no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial year to which this
financial statements relate and the date of this Report.
DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE
EMPLOYEES
During the year under review, there is NIL disclosure as required under
provisions of section 67 of Companies Act 2013.
OTHER DISCLOSURES
No disclosure or reporting is made in respect of the following items as
there were no transactions during the year under review:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or the Board under
Section 143(12) of Act and Rules framed thereunder.
Neither there is revision in the Financial Statements nor there is any
change in nature of business.
EQUAL OPPORTUNITY EMPLOYER disposed
Company has always provided a congenial atmosphere for work to all
employees that is free from discrimination and harassment including sexual harassment. It
has provided equal opportunities to all employees, workers without regard to their caste,
creed, colour, marital status and sex.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report, as required by Listing
Regulations, forms part of the Annual Report.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their deep sense of
gratitude to the Customers, stakeholders, Central and State Governments for their
continued guidance and support. Your Directors wish to place on record their appreciation
for the support, dedication and hard work put in by every member of WINSOME Family.
|
For and on behalf of the Board |
|
sd/- |
|
(Ashish Bagrodia) |
Place: Chandigarh |
Chairman & Managing Director |
Date: 08.08.2023 |
DIN-00047021 |
|