To
THE MEMBERS
TCNS CLOTHING CO. LIMITED
Your Directors take pleasure in presenting 26th Annual
Report on business performance along with the Audited Financial Statements for the
Financial Year ended March 31, 2023 (FY23) and Auditor's Report thereon.
1. FINANCIAL RESULTS
( in Mn.)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Revenue from Operations |
12,015.89 |
8,960.52 |
| EBITDA |
1,416.24 |
1,243.35 |
| Finance Costs |
520.20 |
371.70 |
| Depreciation and Amortization Expense |
1208.18 |
943.84 |
| Profit/(Loss) Before Tax |
(-) 312.14 |
(-) 72.19 |
| Tax Expenses |
(-) 136.67 |
(-) 14.90 |
| Profit/(Loss) After Tax |
(-) 175.47 |
(-) 57.29 |
| Other Comprehensive Income/(Loss) |
8.48 |
12.13 |
| Total Comprehensive Income/(Loss) for the Year |
(-) 166.99 |
(-) 45.16 |
2. OVERVIEW OF COMPANY'S PERFORMANCE AND OPERATIONS
Revenue of the Company increased to 12,015.89 Mn. in FY23 compared to
8,960.52 Mn in FY22. The Company's EBITDA (Earnings Before Interest, Tax and
Depreciation) was 1,416.24 Mn in FY23 compared to 1,243.35 Mn in FY22. Loss After Tax was
175.47 Mn in FY23 compared to 57.29 Mn in FY22. FY23 started on a mixed note with an
overhang of the third wave of Covid coupled with optimism for demand to recover in
subsequent quarters of the year as the consumers seemed to be unfazed by any new waves of
Covid. As the festive season began, consumer demand seemed to recover to pre-covid levels
in most parts of the market with many sectors reporting better than pre-covid revenues on
a like-to-like basis. The Company delivered its highest ever revenues in a quarter in Q2
of FY23. However, post Diwali, the demand of the broader market has been muted and we saw
this panning out in spring summer ‘23 as well. The demand was more resilient in Tier
1 cities and the concern was more pronounced in lower tiers and smaller cities.
The women's ethnic wear category started to regain ground since
last festive season and while the overall women's wear segment is still trailing
men's wear in recovery, it is expected to catch up with more women getting back to
work and more occasions opening up. India's population is still amongst the youngest
in an otherwise aging world. Women are increasingly being integrated into the formal
workforce with greater control over personal finances and decision-making. This shift is
expected to positively impact the consumption of lifestyle and fashion products. By 2030,
over 40% of the country's population is expected to be in urban centres. This
consistent trend towards urbanization suggests a shifting of preferences away from rural
life to the accessibility and convenience of city life. Urbanization is leading to growth
across not just metros and tier I cities but also tier II and tier III cities. Increasing
consumption, coupled with higher urbanization levels is expected to fundamentally alter
the consumption basket including lifestyle and clothing related discretionary spend.
Pandemic-related restrictions served as a catalyst for a marked shift
in consumer behaviour. Consumers constrained at home hastened adoption of digital shopping
methods. Ubiquitous access to internet at more affordable prices and higher penetration of
digital devices are concurrent trends influencing consumer buying behaviour. Increasingly,
store & online channels are integrating with consumers leveraging internet to compare
products, prices, brand offerings and the feedback/opinions of fellow consumers before
making their purchase decision. The Indian e-commerce market penetration is expected to
increase as total gross merchandise value is expected to grow very significantly driven by
options and convenience over the coming years.
3. DIVIDEND
Considering the Company's financial performance in FY23, the Board
of Directors recommends not to distribute any dividend for the year under review.
4. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND
There were no unclaimed or unpaid dividend during the previous years
and hence no funds or shares required to be transferred to the Investor Education and
Protection Fund during the year under review.
5. TRANSFER TO RESERVES
During the year under review, the Company transferred a Total
Comprehensive Income/(Loss) of 8.48 Mn. to the Retained Earnings. Post this transfer,
Retained Earnings amounts to 1,832.60 Mn. as on March 31, 2023. There is no amount
proposed to be transferred to the General Reserves during the year under review.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate section on "Management Discussion and Analysis
Report" is included in this Annual Report as required under schedule V read with
regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Management Discussion and Analysis Report includes discussion on
global economic scenario and outlook, industry developments, Company's operational
and financial performance during the year, risk management, internal control systems and
their adequacy, material developments on human resource and key financial ratios.
7. SHARE CAPITAL
During the year under review, the Company has allotted 1,05,994 (One
lakh five thousand nine hundred and ninety-four) equity shares of 2/- (Rupees two) each
under TCNS ESOP Scheme 2014-17 and 5,000 (five thousand) equity shares of 2/- (Rupees
two) each under TCNS ESOP Scheme 2018-2023. Thereby, the paid-up equity nominal capital of
the Company increased by 2,21,988/- (Rupees two lakh twenty-one thousand nine hundred
and eighty-eight only).
8. MATERIAL CHANGES AND COMMITMENTS Draft Scheme of Arrangement
Your Board of Directors had at its meeting held on May 5, 2023 approved
a Scheme of Arrangement between TCNS Clothing Co. Limited ("the Transferor
Company" or "TCNS" or "the Company") and Aditya Birla Fashion and
Retail Limited ("the Transferee Company" or "ABFRL") and their
respective shareholders and creditors ("the Scheme") as per the provisions of
Sections 230-232 and any other applicable provisions of the Companies Act, 2013 ("the
Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing Regulations"), and in terms of SEBI
Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/000000065 dated November 23, 2021.
Except as disclosed elsewhere in the Report, no material changes and
commitments which could affect the financial position of the Company have occurred between
the end of the financial year of the Company to which the financial statements relate and
the date of this Report.
9. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company consciously makes all efforts to conserve
energyacrossallits operations.Further,theCompanyworks on continuous technological
absorption, enhancement and time to time adoption and implementation of the same. A
detailed report on energy conservation and technology absorption in accordance with the
provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed and marked as Annexure ‘A' to
this Report.
The foreign exchange earned (actual inflows) and foreign exchange outgo
(actual outflows) during the year are as follows:
( in Mn.)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Foreign Exchange Inflow |
56.46 |
50.50 |
| Foreign Exchange Outflow |
13.27 |
8.15 |
10. DIRECTORS The Board of Directors consists of eight (8) members,
of which four (4) Directors are Independent Directors which includes two (2) Women
Independent Directors. During the period under review, Mr. Arvinder Singh Pasricha (DIN
00032420) (Non- Executive Non- Independent Director), Mr. Naveen Wadhera (DIN 02503164)
(Non-Executive Non-Independent Director) and Mr. Suresh Jayaraman (DIN 03033110) (Non-
Executive Independent Director) were regularised from the designation of Additional
Directors to Directors with effect from May 05, 2022.
During the period under review, Mr. Onkar Singh Pasricha was
re-appointed as Executive Director of the Company for a term of five (5) years with effect
from December 14, 2022 vide shareholders' approval dated September 20, 2022.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Onkar Singh Parsricha (DIN
00032290), Director of the Company, retiring by rotation at the 26th Annual
General Meeting, being eligible, offers himself for re-appointment.
A brief resume of Mr. Onkar Singh Parsricha (DIN 00032290) along with
the other details as stipulated under regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 and Secretarial Standards on General Meetings
("SS-2") are provided in the Notice for convening the 26th Annual
General Meeting of the Company. Further, there were no changes except the changes stated
above in the Board of Directors during the Financial Year under review.
Independent Directors
The Board of the Company comprises of four (4) Independent Directors.
During the period under review, Mr. Suresh Jayaraman (DIN 03033110) (Non- Executive
Independent Director) was regularised from the designation of Additional Director to
Director with effect from May 05, 2022. Mr. Bhaskar Pramanik (DIN 00316650) (Non-
Executive Independent Director), Ms. Neeru Abrol (DIN 01279485) (Non- Executive
Independent Director) and Ms. Sangeeta Talwar (DIN 00062478) (Non- Executive Independent
Director) were re-appointed for their second term of five (5) consecutive financial years
with effect from December 14, 2022, vide shareholders' approval dated September 20,
2022.
All the Independent Directors were appointed by the shareholders of the
Company and letters of appointment were issued to them as per Schedule IV of the Companies
Act, 2013. The terms and conditions of appointment of Independent Directors are available
on the website of the Company at https://wforwoman.com/content/report/
terms-and-conditions-of-appointment-of-independent-directors. Your Company has received
declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under section 149(6) of the Companies Act, 2013 read with
Schedule IV and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. In the opinion of the Board of Directors all the
Independent Directors are the person of integrity and having requisite expertise, skills
and experience (including the proficiency) required for their role(s).
Familiarization Programme
Every Director's letter of appointment explains the role,
function, duties and responsibilities expected from him/her as a Director of the Company.
The terms and conditions of the appointment are also placed on the website of the Company.
Each Director is taken through a familiarization program in terms of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, including interaction with
the Managing Director, Chief Financial Officer and the Senior Management of the Company
covering marketing, finance and other important aspects of the Company. Necessary
presentations, documents, reports, internal policies and updates are provided to them to
familiarize with the Company's business policies, procedures and practice from time
to time. The policy and details on familiarization programs attended by the Independent
Directors is available on the website of the Company at
https://wforwoman.com/content/report/ familiarization-programme-
redressal-and-other-relevant-details
Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Act, the corporate governance requirements as prescribed by the Listing Regulations and
the guidance note on Board evaluation issued by Securities and Exchange Board of India
dated 5th January 2017. The Nomination & Remuneration Committee (NRC) has
defined the evaluation criteria for the performance evaluation of individual Directors,
the Board and its Committees.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as structure of the Board,
meetings and functions of the Board, degree of fulfilment of key responsibilities,
establishment and delineation of responsibilities to Committees, effectiveness of Board
processes, information and functioning and quality of relationship between the Board and
the Management, etc. The performance of the Committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria such as mandate and
composition, effectiveness of the Committee, structure of the Committee and meetings,
independence of the Committee from the Board, contribution to decisions of the Board,
effectiveness of the meetings and quality of relationship of the Committee with the Board
and the Management, etc. The Board and the Nomination & Remuneration Committee (NRC)
reviewed the performance of the individual Directors on the basis of the criteria such as
knowledge and competency, fulfilment of functions, ability to function as a team,
initiatives taken, availability and attendance at the meeting, integrity, independence,
contribution at Board/Committee Meetings and guidance/ support to the management outside
Board/Committee Meetings etc.
In addition, the Chairperson was also evaluated on key aspects of his
role, including effectiveness of leadership and ability to steer the meetings,
impartiality, ability to keep shareholder's interests in mind and motivating and
providing guidance to the Executive Directors etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole and performance of the
Chairperson was evaluated, taking into account the views of Executive Directors and
Non-Executive Directors. The same was discussed in the Board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
11. KEY MANAGERIAL PERSONNEL
In accordance with the provisions of sections 2(51) and 203 of the
Companies Act read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Mr. Onkar Singh Pasricha (DIN 00032290), Executive Director, Mr. Anant Kumar Daga (DIN
07604184), Managing Director, Mr. Amit Chand, Chief Financial Officer and Mr. Piyush
Asija, Company Secretary and Compliance Officer continue to be Key Managerial Personnel of
the Company.
12. SECRETARIAL STANDARDS
The Directors state that the applicable mandatory Secretarial
Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and
SS-2: Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India, have been followed by the Company.
13. EMPLOYEES
Particulars of Employees
The disclosures required as per section 197(12) of the Act read with
rule 5(1) and rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, is annexed and marked as Annexure
‘C' to this Report.
Employee Stock Option Scheme
The disclosure pursuant to the provisions of Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 read with Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and section 62(1)(b) of the Companies Act, 2013 read with rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 is annexed and marked as Annexure
‘D' to this Report.
Disclosure on Prevention of Sexual Harassment of Women at Workplace
Pursuant to the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder,
the Company has an Internal Complaints Committee for providing a redressal mechanism and
to prevent the sexual harassment of women employees at workplace. To build awareness in
this area, the Company has been conducting induction/ refresher programmes through
external consultants and its in-house training team in the organization on regular
intervals.
There were six (6) cases reported during the year under review, which
were addressed within the prescribed timelines. As on March 31, 2023, there is one (1)
case of alleged discrimination pertaining to previous year which is pending resolution
before the National Commission of Women (NCW).
14. GOVERNANCE AND SECRETARIAL
The Board has an optimum mix of Executive, Non- Executive and
Independent Directors and is headed by Mr. Onkar Singh Pasricha (DIN 00032290), an
Executive Chairman. The Board of the Company is diverse in terms of qualification,
competence, experience, and expertise which enable it to ensure long term value creation
for all stakeholders. As on March 31, 2023, the Board comprises of two (2) Executive
Directors, two (2) Non-Executive Non-Independent Directors, and four (4) Non-Executive
Independent Directors. The details related to meetings of the Board, Directorships and
Committees, are disclosed in the Corporate Governance Report forming part of the Annual
Report as Annexure ‘G'.
15. POLICIES OF THE COMPANY Nomination & Remuneration Policy
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013
and applicable rules, 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 Personnel and their remuneration. The policy is
included as a part of this report and is annexed and marked as Annexure ‘E'
and is also available on the website of the Company at https://wforwoman.com/
content/report/lodr-policies.
Policy for Determining Material Subsidiaries
The policy for determining the Material Subsidiaries of the Company is
available on the website of the Company at
https://wforwoman.com/content/report/lodr-policies. There are no subsidiaries/joint
ventures/associates of the Company as on March 31, 2023.
Dividend Distribution Policy
Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates top one thousand (1,000) Listed Companies (on the
basis of their market capitalization as calculated on the 31st day of March of
every year) to frame a policy for distribution of dividend. Accordingly, the Company
adopted the said policy in the Board Meeting dated May 28, 2019. This policy aims at
laying down a broad framework for considering decisions by the Board of the Company with
regard to distribution of dividend to Shareholders and/or retention or plough back of its
profits. The said policy is available on the website of the Company at
https://wforwoman.com/content/report/ lodr-policies
Whistle Blower Policy
The Company has adopted a Whistle Blower Policy as part of vigil
mechanism to provide appropriate avenues to the Directors, employees and third parties to
bring to the attention of the management any issue which is perceived to be in violation
of or in conflict with the Code of Conduct of the Company. Employees are encouraged to
voice their concerns by way of whistle blowing and all the employees have been given
access to the Ombudsman (Chairperson of Audit Committee). No personnel have been denied
access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower
Policy is available on the website of the Company at https://wforwoman.com/
content/report/lodr-policies
Risk Management
Pursuant to section 134(3)(n) of the Companies Act, 2013 and the
applicable rules and regulations, the Risk Management Committee is duly constituted and
oversee the risk identification and mitigation strategy.
The Company has implemented a Risk Management Policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and also subject to its review from time to time. Risk mitigation
process and measures have also been formulated and clearly spelled out in the said policy.
The policy is available on the website of the Company at
https://wforwoman.com/content/report/lodr-policies.
Risk Management is integral to Company's strategy and for the
achievement of long-term goals. Our success as an organization depends on our ability to
identify and leverage the opportunities generated by our business and the markets we
operate in. In doing this we take an embedded approach to risk management which puts risk
and opportunity assessment at the core of the Board's agenda, which is where we
believe it should be.
Our approach to risk management is designed to provide reasonable, but
not absolute, assurance that our assets are safeguarded, the risks facing the business are
being assessed and mitigated and all information that may be required to be disclosed is
reported to Senior Management, Managing Director, Chief Financial Officer, Risk Management
Committee, Audit Committee and Board of Directors. For each of our principal risks, we
have a risk management framework detailing the internal controls we have in place and who
is responsible for managing both the overall risk and the individual controls mitigating
that risk. Our assessment of risk considers short and long term as well as internal and
external risks including financial, operational, sustainability (particularly environment,
social and governance related risks), cyber security, data privacy and security and any
other risks as may be determined by the Company's leadership teams.
The emerging risk areas are reviewed on an ongoing basis by Risk
Management Committee and the Board at least twice a year.
Code of Conduct
The Board of Directors have approved and adopted a Code of Conduct for
Directors and Senior Management of the Company. An annual afirmation of compliance with
the Code of Conduct is taken from all the Directors, Key Managerial Personnel and Senior
Managerial Personnel of the Company to whom the Code applies. The Code of Conduct is also
available on the website of the Company at
https://wforwoman.com/content/report/lodr-policies. The afirmation by the Managing
Director that the Code of Conduct has been complied by the Board of Directors and Senior
Management Personnel forms part of the Corporate Governance Report.
Prevention of Insider Trading
The Company has formulated and adopted TCNS Insider Trading Policy
including a Code of Fair Disclosure in accordance with the requirements of SEBI
(Prohibition of Insider Trading) Regulations, 2015 as may be amended from time to time.
The policy lays down the guidelines, procedures to be followed from time to time and
disclosures to be made while dealing with the securities of the Company along with
consequences for violation. The policy is formulated to regulate, monitor and ensure
reporting of trading by designated persons and maintain highest level of ethical standards
while dealing in the Company's securities. The TCNS Insider Trading Policy including
Code of Fair Disclosure is available on the website of the Company at
https://wforwoman.com/content/report/ lodr-policies.
The Company is maintaining a Structured Digital Database as required
under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also,
time to time internal trainings and awareness programmes were conducted during the year to
make the employees familiar with Insider Trading Policy of the Company formulated as per
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company monitors its
Designated Persons through TCNS INSIDERS MONITORING PORTAL (‘TIMP') a web-based
comprehensive solution especially designed for catering all the requirements arising under
SEBI (Prohibition of Insider Trading) Regulations, 2015 viz. applying pre-clearance and
approval thereof, recording of trades, disclosure under Reg 7(2), recording of UPSI etc.
The Designated Persons are being monitored regularly with respect to their trading in
securities of the Company.
The Company is also maintaining the System Driven Disclosure on Central
Depository Services Limited ("CDSL")
(Designated Depository) in terms of SEBI circular dated September 09,
2020.
Web links of the Other Statutory Policies of the Company:
| Name of the Policy |
Web Link |
| Content Archival Policy |
https://wforwoman.com/content/lodr-policies |
| Code of Business Conduct & Ethics |
https://wforwoman.com/content/report/lodr-policies |
| Policy Determining Material Subsidiaries |
https://wforwoman.com/content/report/csr-policy |
| Policy for Determination of Materiality and Disclosure of
Information |
https://wforwoman.com/content/report/policy-for-
determination-of- materiality-of-events-or-information |
| Policy on Nomination Remuneration and Board Diversity |
https://wforwoman.com/content/report/lodr-policies |
| Policy on Dealing with Related Party Transactions |
https://wforwoman.com/content/report/related-party-
transactions-policy |
| Risk Assessment and Management Policy |
https://wforwoman.com/content/report/lodr-policies |
| Preservation of Documents |
https://wforwoman.com/content/report/lodr-policies |
| Dividend Distribution Policy |
https://wforwoman.com/content/report/dividend-
distribution-policy |
| CSR Policy |
https://wforwoman.com/content/report/csr-policy |
The Company is committed to doing business with integrity and
transparency and has a zero-tolerance approach to bribery and corruption. TCNS
Anti-Bribery and Anti-Corruption Policy is implemented to ensure compliance with all
applicable anti-bribery and anti-corruption laws in all Jurisdictions where it operates
and to prohibit bribery and any form of improper payments/dealings in the conduct of
business operations.
The Company also has a Anti-Fraud Policy with the intent to promote
consistent legal and ethical organizational behaviour by assigning responsibility for the
development of controls and providing guidelines for reporting and conducting
investigations of suspected fraudulent behaviour.
The Company has a "Equal Opportunity Policy" with an intent
to provide transparency and accountability, encourages and promotes fair and equal
treatment and eliminates discrimination, abuse, and harassment towards the employees.
The Company recognizes that effective management of environmental
impacts is an integral part of its business. Therefore, its vision is to continue to be an
environmentally responsible organization making continuous improvements in the management
of the environmental impact of our operations. In view of the same the Company has
Environment Protection, Product Safety and Sustainability Policy aiming to develop a
culture to comply with environmental regulations and conform to Sustainability standards
and other requirements and endeavour to go beyond compliances.
The Company has "Afirmative Action Policy" which is committed
to respect the human rights of our workforce, employees, value chain partners, customers
and consumers.
The Company believes that it is its prime responsibility to help build
a better business environment and equal opportunities for everyone, in view of the same
the Company has adopted Public Advocacy Policy which encourages direct and indirect
advocacy to connect with Governmental Authorities on key issues relating to the sector.
16. GENERAL BODY MEETINGS
During the year under review, the 25th Annual General
Meeting of the Company was held on September 20, 2022. No Extraordinary General Meeting
was conducted during the year under review.
17. PUBLIC DEPOSITS
The Company has not accepted any deposits within the meaning of
Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014, during the Year under review.
18. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES
There were no Investments, Loans and Guarantees provided as covered
under the provisions of section 186 of the Companies Act, 2013 read with the rules made
thereunder, during the Financial Year under review.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators
impacting the financial position of the Company adversely, during the year.
20. ENVIRONMENT, HEALTH AND SAFETY
We recognize that effective management of environmental impacts is an
integral part of its business. Therefore, the Company's vision is to continue to be
an environmentally responsible organization making continuous improvements in the
management of the environmental impact of our operations. In view of the same, the Company
has "Environment Protection, Product Safety and Sustainability Policy" aiming to
develop a culture to comply with environmental regulations and conform to Sustainability
standards and other requirements and endeavour to go beyond compliances.
We are committed to ensure that everyone connected with it - designers,
producers, value chain members, customers and recyclers are aware of their
responsibilities. This policy is applicable to all the employees, business
partners/associates and other relevant stakeholders. We seek to provide goods that are
safe and contribute to sustainability throughout their life cycle. Our core objective is
to ensure that the goods we sell and procure have been produced in an ethical, safe and
environmentally conscious manner.
Your Company is aware of the environmental impacts of the industry in
which it operates with respect to the greenhouse gas emission and hence seeks to procure
sustainable materials having low environmental and social impact across its lifecycle,
starting from procurement to disposal. Our units have appropriate systems and processes in
place to ensure compliance with the statutory provisions, including handling of grievances
for redressal related to Environment, health and Safety. Any grievance related to
environment, health and safety and sustainability can be raised to the Human Resource
Department.
21. ANNUAL RETURN
The draft of Annual Return for FY23 in prescribed form MGT-7, pursuant
to provisions of section 92 of the Act read with the rules framed thereunder, is available
on the website of the Company at https://wforwoman.com/content/report/ annual-return. The
Company shall immediately after the filing of the Annual Return for the year 2022-23
within the timelines prescribed under Companies Act, 2013 and shall make the same
available on the website of your Company.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility and
Sustainability Report ("BRSR") for top 1,000 listed companies based on market
capitalization. Your Company has commented on the sustainability initiatives and
partnerships in the Business Responsibility and Sustainability Report in line with the
regulatory requirements. The Business Responsibility and Sustainability Report forms part
of this Annual Report and marked and annexed as Annexure ‘F'.
23. CORPORATE GOVERNANCE REPORT
In terms of regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with
Compliance Certificate issued by a Company Secretary in Practice in terms of Part E of
schedule V of the said regulations of the Company forms part of this Annual Report and
marked and annexed as Annexure ‘G'.
24. CORPORATE SOCIAL RESPONSIBILITY ("CSR") REPORT
The Board, pursuant to requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to
time and on the recommendation of the CSR Committee, had adopted a CSR Policy and the same
is available on the website of the Company at https://wforwoman.com/content/
report/csr-policy. With a vision to "actively contribute to the social and economic
development of the society in which your Company operates", the Company has
undertaken projects/programs in accordance with the CSR Policy directly and through
implementing agencies. The detailed report on the CSR activities including committee
composition, expenditure details and policy details is annexed and marked as Annexure
‘B' forming part of this Report.
25. DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Internal
Auditors, Statutory Auditors, Secretarial Auditors and external consultant(s) and the
reviews made by the Management and the relevant Board Committees including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and operationally effective during the FY23.
Accordingly, pursuant to section 134(3)(c) and 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their information and knowledge, confirm
that:
i. The applicable accounting standards have been followed with no
material departure in the preparation of the accounts for the Financial Year ended March
31, 2023;
ii. The accounting policies were selected and applied consistently, and
the judgments and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on March 31, 2023 and of the profit/loss of
the Company for the year ended on that date;
iii. Proper and sufficient care has been taken 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;
iv. The annual accounts have been prepared on a going concern basis;
v. 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; and
vi. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and those systems are adequate and operating
effectively.
26. AUDITORS AND AUDIT REPORT Statutory Auditors
As per the provisions of Section 139 of the Act, M/s. Deloitte Haskins
& Sells LLP, Chartered Accountants (ICAI Firm Reg. No. 117366W/W- 100018) were
re-appointed as Statutory Auditors of the Company with effect from April 01, 2022 by the
members at the 25th Annual General Meeting held on September 20, 2022 for a
term of four (4) consecutive financial years and their term expires at the conclusion of
29th Annual General Meeting of the Company.
Audit Report
There are no qualifications or adverse observations/remarks made by the
Statutory Auditors in their Report. Further there were no instances of frauds reported by
Statutory Auditors under sub-section (12) of section 143 of the Act.
Secretarial Audit
During the year under review, the Board of Directors of the Company had
appointed M/s. Sanjay Grover and Associates, Practicing Company Secretaries firm with
Registration No.: P2001DE052900, to carry out Secretarial Audit under the provisions of
Section 204 of the Companies Act, 2013, the Rules framed thereunder and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for FY23.
The Secretarial Audit Report for FY23 was considered by the Board in its meeting held on
May 29, 2023 and the said Report is annexed to this Report as Annexure ‘H'.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remarks which need any explanation or comments of the Board. The Board, in its meeting
dated May 29, 2023, has re-appointed M/s. Sanjay Grover and Associates, Practicing Company
Secretaries as the Secretarial Auditors of the Company for FY24.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a defined system of internal controls for financial
reporting of transactions and compliance with relevant laws and regulations commensurate
with its size and nature of business. KPMG India is the Internal Auditor of the Company.
The Internal Audit plan is approved by Audit Committee at the beginning of every year.
The conduct of Internal Audit is oriented towards the review of
internal controls and risks in the Company's operations and covers all functions. The
Audit Committee is presented with a summary of recommendations and follow-up actions
thereon. Business risk assessment procedures have been set in place for self-assessment of
business risks, operating controls and compliance with corporate policies. There is an
ongoing process to track the evolution of risks and delivery of mitigating action plans.
The audit procedures monitor and evaluate the efficacy and adequacy of internal control
system in the Company, its compliance with operating procedures, accounting procedures and
policies at all locations of the Company.
The Company has laid down Standard Operating Procedures and Compliance
Management Software to guide the operations of the business and track applicable
compliances. Robust and continuous internal monitoring mechanisms ensure timely
identification of risks and issues. The Statutory and Internal Auditors undertake rigorous
testing of the control environment of the Company.
28. RELATED PARTY TRANSACTIONS
All related party transactions entered into during the period under
review were placed before the Audit Committee and the Board for their approval, and the
same are disclosed in the financial statements of your Company. Further, in terms of the
provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all contracts/ arrangements/transactions entered into by
the Company with its related parties during the year under review were in ordinary course
of business of the Company, on an arm's length basis and in accordance with the
policy on related party transactions formulated by the Company and reviewed on a periodic
basis.
The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related
Parties. All Related Party Transactions are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for Related Party Transactions which are
of repetitive nature and/or entered in the ordinary course of business and are at
arm's length. All Related Party Transactions are subjected to independent review by
an independent Chartered Accountant to establish compliance with the requirements of
Related Party Transactions under the Companies Act, 2013, and Listing Regulations.
All related party transactions entered during the year were in ordinary
course of the business and at arm's length basis. No material related party
transactions, as per the materiality threshold adopted by the Board of Directors, were
entered during the year by your Company which could have had a potential conflict with the
interests of the Company. Accordingly, form AOC-2, containing the details on the related
party transactions occurred during the year is annexed and marked as Annexure
‘I'.
29. HUMAN RESOURCE
Human Resources function takes all necessary measures for safety of the
employees, acquisition of quality talent, tailoring learning journeys for employees to
boost competence, drive outcomes, keep the workforce engaged and deliver an enhanced
customer experience. An expert series consisting of medical sessions, health check-ups,
yoga sessions in office, engagement exercises including virtual competitions like quizzes,
photography etc, fitness dance, and emotional well-being webinars and workshops were
organized during the year. The Company continued to focus on training in the areas of
Prevention of Sexual Harassment (POSH) and Leadership Development Programmes.
30. MAINTENANCE OF STATUTORY COST RECORDS REQUIRED UNDER SECTION 148(1)
OF COMPANIES ACT, 2013
The requirement of maintaining cost records as specified under
provisions of section 148(1) of the Act is not applicable to the Company for the period
under review.
31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
32. 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 are no such instances and no settlements have been done with
banks or financial institutions.
33. ACKNOWLEDGEMENT
Your Directors wish to place on record their deep appreciation for the
excellent support and co-ordination extended by the shareholders, customers, suppliers,
bankers, and all other business associates. Your Directors gratefully acknowledge ongoing
co-operation and support provided by Central Government, State Government, and all
regulatory authorities. Last but not the least, we would like to thank and acknowledge the
efforts of all our employees. We wish everyone good health.
| For and on behalf of Board of Directors |
|
| Sd/- |
Sd/- |
| ANANT KUMAR DAGA |
ONKAR SINGH PASRICHA |
| Managing Director |
Chairman & Executive Director |
| DIN: 07604184 |
DIN: 00032290 |
| Place: New Delhi |
|
| Date: May 29, 2023 |
|
|