Dear Shareholders,
Your Directors have pleasure in presenting the 33rd Annual Report of
the Company for the Financial Year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The Financial Statements for the year ended 31st March, 2023 have been
prepared in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards ("Ind AS") specified under section 133
of the Companies Act, 2013 ("the Act") read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. The summarized results of your Company are
given in the table below:
(Rs in Lakhs)
Particulars |
Financial Year
Ended 31.03.2023 |
Financial Year Ended
31.03.2022 |
Gross Revenue |
23,846.87 |
21,565.19 |
Other Income |
6.70 |
116.13 |
Total Revenue |
23,853.57 |
21,681.32 |
Less: Total Expenditure |
22,028.24 |
20,014.94 |
Gross Profit (before
Depreciation & Finance Cost) |
1,825.33 |
1,666.38 |
Less: Depreciation |
331.51 |
307.89 |
: Finance Cost |
280.09 |
260.10 |
Profit Before Tax (PBT) |
1,213.73 |
1,098.39 |
Less: Provision for Income Tax |
311.44 |
283.52 |
: Deferred Tax |
0.28 |
21.06 |
Profit After Tax(PAT) |
902.01 |
793.81 |
Other Comprehensive Income net of tax |
10.32 |
2.12 |
Total Comprehensive Income |
912.33 |
795.93 |
SUMMARY OF OPERATIONS
During the financial year total revenue has increased from Rs.21,681.32
Lakhs to Rs.23,853.57 Lakhs i.e. by Rs. 2,172.25 Lakhs equivalent to increase by10.02%
over the previous year. PAT for the Financial Year 2022-23 was Rs. 902.01 Lakhs as against
Rs. 793.81 Lakhs in the previous Financial Year 2021-22. The total comprehensive income
for the year was increased to Rs. 912.33 Lakhs as against Rs. 795.93 Lakhs in the previous
year.
SEGMENT-WISE PERFORMANCE
From the very inception, the Company's main activity is concentrated in
the production and export of Industrial Safety Gloves which are considered essential
elements in minimizing health related risk at work places for over three decades. The
Company gradually diversified its product range to include leather/cotton/synthetic,
coated and dotted industrial gloves, as well as industrial safety garments and children's
garments, safety shoes, helmets, safety belts etc.
The Company's manufacturing and business activities are broadly divided
into four (4) distinct segments. They are -
1. Manufacturing of Hand Gloves of various materials and diverse
qualities for industrial safety modules for both export and domestic markets;
2. Manufacturing of both industrial safety garments and readymade
garments in bulk for both export as well as for domestic markets;
3. Power generation by operation of wind mills to supply on commercial
base; and
4. Procurement, part processing and supply of non-conventional
industrial safety gears in domestic market and in export.
Hand Gloves:
This is the oldest segment with which the Company commenced its journey
of business operations and it is still the main revenue earner for the Company. In the
year under review, the total Revenue receipt from this segment was Rs.14,710.19 Lakhs as
against Rs.13,868.03 Lakhs in the previous year. The segment surplus marginally increased
from Rs.1,172.18 Lakhs to Rs.1,410.71 Lakhs.
Garment:
This segment deals in domestic market as well as export and registered
increase in revenue earnings from Rs.7,128.61 Lakhs to Rs.8,091.14 Lakhs with surplus
being increased by 6.16% from Rs.429.74 Lakhs to Rs.456.22 Lakhs as compared to previous
year.
Power Generation:
Revenue from this segment was increased from Rs.38.02 Lakhs to Rs.
38.91 Lakhs thereby decreased loss from Rs.7.90 lakhs to Rs. 7.73 Lakhs during the period
under review as compared to previous year.
Others Non- Conventional Segment:
This is the new segment started few years back with prospective risk of
minimum loss. The working experience and viability study has so far revealed immense
prospect in a properly organized operation of the segment. During the year under review,
this segment has witnessed a profit of Rs.8.76 Lakhs as against Rs.39.07 Lakhs in the
previous year. In the reporting year, the revenue earning has increased to Rs.1,006.63
Lakhs from Rs.530.53 Lakhs in the previous year.
DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1.50 per equity
share of Rs.10/- each for the Financial Year 2022-23 i.e. 15% on the paid-up equity share
capital of the Company, subject to deduction of tax at source ("TDS") at
applicable rates. The proposed dividend is subject to approval of shareholders at the
ensuing Annual General Meeting of the Company and it would result in appropriation of
Rs.45.60 Lakhs (gross amount). Your Company retains the extra profit for future plans.
RESERVES
Your Company proposes to transfer a sum of Rs.700.00 Lakhs to the
General Reserve and carry forward a balance of Rs.726.24 Lakhs in the retained earnings.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint Venture or Associate
Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of Section 124(5) of the Companies Act, 2013
your Company has transferred Rs.1.08 lakhs during the Financial Year 2022-23 to the
Investor Education and Protection Fund. This amount was lying unpaid/ unclaimed with the
Company for a period of seven years after declaration of dividend for the Financial Year
2014-15.
Further, the Company has also transferred 1,600 equity shares to the
Investor Education and Protection Fund pursuant to the provision of Section 124(6) of the
Companies Act, 2013 during the Financial Year 2022-23, in respect of which dividend has
not been paid or claimed for 7(seven) consecutive years or more.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the Financial Year 2022-23 and the date of this
Report.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2022-23, there has been no change in the
nature of business of the Company.
SHARE CAPITAL
During the year, the Company did not issue/allot any Shares/Securities.
As on 31st March, 2023, the issued and subscribed capital of your
Company stood at Rs.352 Lakhs. The paid-up Capital of your Company stood at Rs.304 Lakhs
comprising of 30,40,000 equity shares of Rs.10/- each fully paid.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board consists of the following persons:
Key Managerial Personnel
1) Mr. Shri Krishan Saraf |
Managing Director |
2) Mr. Deo Kishan Saraf |
Whole-time Director |
3) Mr. Abhishek Saraf |
Whole-time Director |
4) Mr. Bishnu Kumar Kesan |
Chief Financial Officer |
5) Mrs. Bandana Saha |
Company Secretary &
Compliance Officer |
Non-Executive Non-Independent Director
1) Mrs. Rashi Saraf
Non-Executive Independent Directors
1) Mr. Mukul Banerjee
2) Mr. Jadav Lal Mukherjee
3) Mr. Rajarshi Ghosh
4) Mr. Shankar Lal Bajaj
None of the Directors of the Company is disqualified from being
appointed as Directors under the provisions of section 164(2) of the Companies Act, 2013.
The Independent Directors has furnished requisite declarations pursuant
to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, confirming their respective
independence status.
Mr. Deo Kishan Saraf (DIN:00128804), a Whole-time Director of the
Company was re-appointed for a further period of 3 (three) years, with effect from 1st
April, 2022 by the members of the Company in its 32nd Annual General Meeting held on 29th
September, 2022.
The appointment of Mr. Abhishek Saraf (DIN:00129144) as an Additional
Director in the Board via Board Meeting dated 28th May, 2022 was regularized as a
Whole-time Director by passing Special Resolution by the members of the Company through
Postal Ballot dated 20th August, 2022 for a period of 3 (three) years with effect from
28th May, 2022.
In accordance with the provisions of Companies Act, 2013 and the
Company's Articles of Association, Mrs. Rashi Saraf (DIN: 07152647), Non-Executive
Non-Independent Director of the Company, will be subject to retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offers herself for
re-appointment.
On recommendation of the Nomination and Remuneration Committee, the
Board of Directors at its meeting held on 17th May, 2023 has approved re-appointment of
Mr. Jadav Lal Mukherjee (DIN:06421227) as a Non-Executive Independent Director of the
Company w.e.f. 30th May, 2023 for the second term of 3(three) years, subject to the
approval of members at the ensuing Annual General Meeting.
Resolutions for approval of such re-appointments of Mrs. Rashi Saraf
(DIN: 07152647) and Mr. Jadav Lal Mukherjee (DIN:06421227) forms part of the notice of the
ensuing 33rd Annual General Meeting.
FORMAL ANNUAL EVALUATION
The ultimate responsibility for good governance and prudent management
of a Company lies with the Board of Directors of the Company. The Board is expected to
exercise continuous proactive and effective decision making and implementation thereof
with a view to achieve the desired goal. In this connection, the Nomination and
Remuneration Committee had set out a framework of guidelines for the Board of Directors to
undertake continuous evaluation of the performance of the Directors of the Company while
affirming the desired destination. The Board of Directors as a whole is required to
display its commitment to Good Governance ensuring a constant improvement of processes and
procedures, wherein each individual member of the Board is committed to contribute his
best in the overall growth of the organisation.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, the Board of Directors of the
Company, met 9(nine) times on 28th May, 2022, 18th June, 2022, 14th July 2022, 29th July,
2022, 10th August, 2022, 28th October, 2022, 12th November, 2022,10th February, 2023 and
16th March, 2023. Further, a separate meeting of the Independent Directors of the Company
was also held on 10th February 2023, wherein the prescribed items enumerated under
Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 were discussed.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the draft Annual Return as on 31st March, 2023 is available on the Company's
website on: http://www.acknitindia.com/Annual-Return.html
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the
Directors to the best of their knowledge hereby state and confirm that:
? in the preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
? 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 Financial
Year 31st March, 2023 and the Profit or Loss of the Company for that period;
? the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
? the Directors had prepared the Annual Accounts for the Financial Year
ended 31st March, 2023 on a going concern basis;
? the Directors had laid down Internal Financial Controls to be
followed by the Company and such Internal Financial Controls were adequate and operating
effectively; and
? the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were adequate and operating
effectively.
AUDITORS
1. Statutory Auditor
At the 32nd Annual General Meeting held on 29th September, 2022, M/s
SRB & Associates, Chartered Accountants, (Firm Registration No. 310009E) has been
re-appointed as the Statutory Auditors of the Company to hold office for the second term
of 5 (five) consecutive years, i.e., from the conclusion of 32nd Annual General Meeting of
the Company till the conclusion of the 37th Annual General Meeting to be held in the year
2027.
2. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, your Company had appointed Mr. Abhijit Pal
(CMA Membership No. 25493), as the Internal Auditor of the Company for the Financial Year
2022-23.
3. Cost Auditor
In view of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, the provisions of Cost Audit is not applicable on the products of the Company for
the Financial Year 2022-23.
4. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with corresponding rules framed thereunder, M/s Rekha Goenka & Associates,
Practising Company Secretary, was appointed as the Secretarial Auditor of the Company to
carry out the secretarial audit for the Financial Year ended 31st March, 2023.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report issued by the Secretarial Auditor is annexed
to this Report as Annexure-I. There are no qualifications, reservations or adverse
remarks made by Secretarial Auditor in the Secretarial Audit Report.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public during the
year as defined under Section 73 of the Companies Act, 2013. Deposit outstanding as on
31st March, 2023 including unclaimed deposit was nil.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with
reference to Financial Statements. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the Financial Year ended 31st March, 2023,no Loan or Guarantees
under Section 186 of the Companies Act, 2013 was provided by the Company. The particulars
of investments made by the Company under Section 186 forms part of the notes to the
Financial Statements annexed to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company
during the Financial Year 2022-23 with the related parties were in the normal course of
business and on an arm's length basis with due compliance with the applicable provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The details of Material Related Party Transaction(s) entered into by
the Company during the Financial Year 2022-23 are enumerated in Form AOC-2 as attached in Annexure
II under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies
(Accounts) Rules, 2014.
Reference is made to the disclosures included in the notes to the
Financial Statements pursuant to the provisions of Section 129 read with Schedule III to
the Companies Act, 2013 and Schedule V Part A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which shows the Related Party Transactions entered into
during the year.
HUMAN RESOURCE
The total number of employees of the Company as on 31st March, 2023
was179.Your Company believes that employees are the most valuable assets of an
organization and the optimum utilization of the skill, knowledge and attitude they possess
are instrumental to the growth of the organization.
INTERNAL COMPLAINTS COMMITTEE
The Company has in place Policy on Prevention of Sexual Harassment of
Women in line with the requirements under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has duly constituted
Internal Complaints Committee to prevent instances of sexual harassment and to receive and
to effectively deal with complaints pertaining the same. No complaint has been received
during the year under review.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company's Whistle Blower Policy encourages Directors and employees
to bring to the Company's attention, instances of unethical behaviour and actual or
suspected incidents of fraud or violation of the Acknit Code of Conduct that could
adversely impact the Company's operations, business performance and / or reputation. The
Policy provides that the Company investigates such incidents, when reported, in an
impartial manner and takes appropriate action to ensure that the requisite standards of
professional and ethical conduct are always upheld. It is the Company's Policy to ensure
that no employee is victimised or harassed for bringing such incidents to the attention of
the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee
of the Board and no employee has been denied access to the Committee. The Whistle-blower
Policy is available on the Company's website and can be accessed through :
http://www.acknitindia.com/corporate-policies/whistle-blower-policy-acknit.pdf
RISK MANAGEMENT POLICY
The Company has in place a comprehensive risk management policy, which
is reviewed periodically by the Board of Directors. As of now the Directors do not
envisage any element of risk which may threaten the existence of the Company.
CORPORATE GOVERNANCE
Your Company uphold the standard of good corporate governance and is
compliant with the provisions as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, both in letter and spirit. The Company's core values of
honesty and transparency have been followed in every line of business decision making
since its inception.
The Corporate Governance Report giving details as required under
Paragraph C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached to this Report as Annexure - III. The Certificate on
Corporate Governance for the year ended 31st March, 2023, as issued by M/s Rekha Goenka
& Associates, Practising Company Secretary is also attached hereto as Annexure - IV
which forms part of this Report.
CREDIT RATINGS
In terms of Regulation 34(2) read with Paragraph C of Schedule V of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, credit rating
details are given separately in the Corporate Governance Report annexed herewith as Annexure
- III.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of 5(five) members, namely
Mr. Rajarshi Ghosh, Mr. Deo Kishan Saraf, Mr. Mukul Banerjee, Mr. Jadav Lal Mukherjee and
Mr. Shankar
Lal Bajaj. Majority of them are Independent Directors with exception of
Mr. Deo Kishan Saraf, who is a Whole-time Director of the Company.
Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company
is the Chairman of the Audit Committee.
The Committee met 4(four) times during the year on 28th May, 2022, 10th
August, 2022, 12th November, 2022 and 10th February, 2023.The Board accepted the
recommendations of the Audit Committee as were made by it during the year.
The composition of the Committee, number and dates of the Audit
Committee meeting along with the attendance details of the members are given separately in
the Corporate Governance Report annexed herewith as Annexure- III.
NOMINATION AND REMUNERATION COMMITTEE
Your Company has Nomination and Remuneration Committee pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Committee comprises of 5(five) members namely Mr. Rajarshi Ghosh, Mr. Mukul Banerjee, Mr.
Jadav Lal Mukherjee, Mrs. Rashi Saraf and Mr. Shankar Lal Bajaj.
Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company
is the Chairman of the Nomination and Remuneration Committee.
The functions of this Committee includes identification of persons who
are qualified to become Directors and who may be appointed as Senior Management,
formulation of criteria for determining qualifications, positive attributes, independence,
recommendations of their appointments to the Board, evaluation of every Director's
performance, formulation of a policy for the selection and appointment of Directors,
Senior Management Personnel and their remuneration.
The Company's Policy on Appointment and Remuneration of Directors, Key
Managerial Personnel and Other Employees is available on the Company's website and can be
accessed through:
http://www.acknitindia.com/corporate-policies/nomination-and-remunertion-policy.pdf
The details of terms of reference of the Nomination and Remuneration
Committee, number and dates of the meetings held, attendance of the Directors and
remuneration paid to all the Directors during the Financial Year ended 31st March, 2023,
are given separately in the Corporate Governance Report annexed herewith as Annexure-III.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Your Company has Stakeholders Relationship Committee pursuant to
Section 178 of the Companies Act, 2013 which comprises of 6(six) members, namely Mr.
Rajarshi Ghosh, Mr. Deo Kishan Saraf, Mr. Mukul Banerjee, Mr. Jadav Lal Mukherjee, Mrs.
Rashi Saraf and Mr. Shankar Lal Bajaj.
Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company
is the Chairman of the Stakeholders Relationship Committee.
During the year under review, the Stakeholders Relationship Committee
met 4(four) times on 28th May, 2022, 10th August, 2022, 12th November, 2022 and 10th
February, 2023 in order to take on note the share transfer/transmission/demat of shares
and / or other investors grievances as intimated by the RTA of the Company.
The composition of the Committee, number and dates of the Stakeholders
Relationship Committee meeting along with the attendance details of the members are given
separately in the Corporate Governance Report annexed herewith as Annexure-III.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has Corporate Social Responsibility (CSR) Committee
pursuant to Section 135 of the Companies Act, 2013 which comprises of 5(five) members,
namely Mr. Rajarshi Ghosh, Mr. Shri Krishan Saraf, Mr. Mukul Banerjee, Mrs. Rashi Saraf
and Mr. Shankar Lal Bajaj.
Mr. Rajarshi Ghosh, Non-Executive Independent Director of the Company
is the Chairman of the Corporate Social Responsibility (CSR)Committee.
The composition of the Committee, number and dates of the Corporate
Social Responsibility (CSR) Committee meeting along with the attendance details of the
members are given separately in the Corporate Governance Report annexed herewith as Annexure
- III.
The CSR Policy has been placed on the website of the Company and can be
accessed through: http://www.acknitindia.com/CSR-Policy.pdf
The Annual Report on CSR activities in terms of Rule 8 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure
V forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2) read with Paragraph B of Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management
Discussion and Analysis Report is attached hereto as Annexure-VI which forms part
of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is
attached hereto as Annexure VII which forms part of this Report.
PARTICULARS OF EMPLOYEES
The information on particulars of employees as required under Section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure-VIII which
forms part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and/ or Company's operations in
future.
LISTING OF SHARES
The shares of the Company are currently listed on The BSE Ltd. and The
Calcutta Stock Exchange Ltd. (CSE). It was reported earlier that the Company has taken
initiative for delisting its shares from CSE. The application of de-listing has been
considered by CSE and as per its recommendations, necessary de-listing process has been
initiated. However, the final confirmation/approval is still awaited.
MANAGING DIRECTOR'S CERTIFICATE
Managing Director's Certificate under Regulation 34(3) read with
Paragraph D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 on compliance of Code of Conducts is attached hereto as Annexure-IX
which forms part of this Report.
ACKNOWLEDGEMENT
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by customers, vendors, regulators, banks,
financial institutions and others concerned. The Company also extend its thankful
appreciation of the services of the employees and staffs of the Company without whose hard
work and involvement the desired results of the Company could not be achieved. The Board
deeply acknowledges the trust and confidence placed by the consumers of the Company and
all its stakeholders at large.
|
For and on behalf of the
Board of Directors |
|
Sd/- |
Sd/- |
|
Shri Krishan Saraf |
Deo Kishan Saraf |
Place: Kolkata |
Managing Director |
Whole-time Director |
Date: 17th May, 2023 |
DIN-00128999 |
DIN-00128804 |
|