To,
Dear Members,
High Street Filatex Limited
Your Directors have immense pleasure in presenting the 29th Annual Report
on the business and operations of your Company, together with the Audited Financial
Statements for the financial year ended on March 31, 2023.
The performance of the Company for the Financial Year ended March 31, 2023 is
summarized as below:
Amount in Rupees |
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from operations |
- |
22,91,298 |
Less: Total Expenditure |
11,28,276 |
46,90,865 |
Profit/(Loss) before Tax |
11,19,736 |
1,35,57,380 |
Tax Expenses |
NIL |
NIL |
Profit/(Loss) after Tax |
11,19,736 |
1,35,57,380 |
The Financial Statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards)
Rule, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.
From last few years instead of manufacturing Company traded in socks and all the
revenue from operation which is generated in last year is from the same.
During the year under review, total revenue of the Company was NIL as compared
to Rs. 22,91,298/- in the previous financial year.
During the year under review Company earned a profit of Rs. 11,19,736, from the
operations and other activities etc., and to achieve more positive results the Directors
are putting in their best efforts to improve the performance of the Company
The management is trying its best to bring the Company in a better position by next
year.
In spite of the above, the Company has not lost it hope to get a financial partner and
our assiduous efforts continue for the same. The Company is looking for a strong future
ahead and targeting the significant growth in the next year. Its future aim is to improve
its financial position.
The paid-up Share Capital of the Company as on March 31, 2023 is mentioned
below: Paid up Equity Share Capital : Rs. 6,470,000
Paid up Preference Share Capital : Rs. 13,600,000
Following the conservative approach to retain profits, your directors do not recommend
payment of any dividend for the financial year ended on 31st March, 2023.
No amount is proposed to be transferred to general reserves for the financial year
ended on March 31, 2023.
During the year under review, there was no associate, Joint Venture and Subsidiary
Company.
In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the
Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted on the website
of the Company at https://www.highstreetfilatex.in/asp/annual- returns.htm
Board meetings are conducted in accordance with the provisions of the Companies Act,
2013 (hereinafter referred as "the Act") read with Articles of
Association of the Company, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the
SEBI Listing Regulations") and Secretarial Standard-1.
The Board meets at regular intervals (at least once in a calendar quarter) to discuss
and decide on business strategies/policy and review the financial performance of the
Company. The Board meetings are pre-scheduled and a tentative annual calendar of the Board
meetings is circulated to the Directors well in advance to facilitate the Directors to
plan their schedules and to ensure meaningful participation in the meetings, further
notice of each Board Meeting is given well in advance in writing to all the Directors.
The agenda along with relevant notes and other material information are sent in advance
separately to each Director. In case of Business exigencies, if any, the Board's approval
is taken through circular resolution except in the cases which has been restricted by the
act, which is noted and confirmed at the subsequent Board meeting.
The Chief Financial Officer of the Company was invited to attend all the Board
Meetings. Other senior managerial personnel are called as and when necessary to provide
additional inputs for the items being discussed by the board.
- The Whole-time Director and the Chief Financial Officer of the Company make the
presentation on the quarterly and annual operating & financial performance of the
Company and other business issues.
- The draft of the minutes prepared by Company Secretary is circulated among the Directors
for their comment/suggestion within 15 days of meeting and finally after incorporating
their views, final minutes are recorded in the books within 30 days of meeting.
- Post meeting, important decisions taken are communicated to the concerned officials and
department for the effective implementation of the same.
The Board of Directors met to discuss and decide on Company's business policy and
strength apart from other normal Board business. During the year 2022-23, Four (4) Board
Meetings were held, and the intervening gap between the meetings was within the period
prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations,
including relaxations/extensions as time to time provided by the Ministry of Corporate
affairs and Securities and Exchange Board of India. The dates on which the said meetings
were held are as follows:
01 |
Wednesday, May 25, 2022 |
02 |
Friday, August 12, 2022 |
03 |
Saturday, November 12, 2022 |
04 |
Friday, February 10, 2023 |
During the year under review, the Company has not given any loans or guarantee or
provided security in connection with a loan nor it has acquired by way of subscription,
purchase or otherwise the securities of any other body corporate.
All transactions entered into by the Company with Related Parties as defined under the
Act and the SEBI Listing Regulations during the financial year 2022-23 were in the
ordinary course of business and on an arm's length pricing basis and do not attract the
provisions of Section 188 of the Act. There are also no materially significant related
party transactions during the year under review made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not
required.
The Company follows a documented framework for identifying, entering into and
monitoring the related party transactions. The policy on dealing with and materiality of
Related Party Transactions has been placed on the Company's website and can
be accessed through the following link:
http://www.highstreetfilatex.in/asp/Policy_on_Related_PartyTransaction.pdf
There were no material changes occurred and commitments that took place between the end
of the financial year to which the financial statements relate and the date of this Report
which can affect the financial position of the Company.
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no
significant or material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
In compliance with the requirements of regulations contained in the SEBI Listing
Regulations and the provisions of the Act, Company has a Risk Management Policy to
identify and assess the key risk areas, monitor and report compliance and effectiveness of
the policy and procedure. Company has a well-established Risk Management framework in
place for identification, evaluating and management of risks, including the risks which
may threaten the existence of the Company. In line with Company's commitment to deliver
sustainable value, this framework aims to provide an integrated and organized approach for
evaluating and managing risks. A detailed exercise is carried out to identify, evaluate,
manage and monitor the risks. The Board periodically reviews the risks and suggests steps
to be taken to control and mitigate the same through a properly defined framework. The
detailed risk management policy of Company is available on the following weblink: http://highstreetfilatex.in/asp/Policy_on_Risk_Managment.pdf
An active, informed and independent Board is a pre-requisite for strong and effective
corporate governance. The Board plays a crucial role in overseeing how the management
safeguards the interests of all the stakeholders. The Board ensures that the Company has
clear goals aligned to the shareholders' value and growth. The Board critically evaluates
strategic direction of the Company and exercises appropriate control to ensure that the
business of the Company is conducted in the best interests of the shareholders and society
at large. The Board is duly supported by the Whole time Director, Key Managerial Personnel
and Senior Management Personnel in ensuring effective functioning of the Company.
- Directors
:
During the year under review,
- Mrs. Aishwarya Sethia (DIN: 02979618), Director & CFO of the Company who retired by
rotation in the Annual General Meeting of the Company held on 23rdSeptember,
2022 being eligible, was re-appointed with the approval of Members.
- In accordance with the provisions of the Companies Act, 2013 and Articles of Association
of the Company, Mr. Bhagwan Singh (DIN: 02305246), Whole Time Director of the Company will
retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, has offered himself for re-appointment.
The Board recommends his re-appointment to the Members in the ensuing Annual General
Meeting.
- Key Managerial Personnel (KMP):
Mr. Vibhor Kumawat, (M. No. 55710), Company Secretary and Compliance Officer of the
company has tendered resignation from the said designation with effect from November 01,
2022. The Board places on record its appreciation for the services rendered by him during
his tenure. Further, he ceases to be associated with the company and is relieved from the
duties of a Company Secretary and Compliance Officer.
Except aforesaid changes, no other changes took place in the directors and KMP of the
company during the year under review. Further, the following changes took place after the
closure of financial year and till the date of this report:
Mrs. Mansi Jain (M. No. 55030) who possess requisite qualification as prescribed under
the [Appointment and Qualification of Secretary] Rules, 1988 was appointed as the Company
Secretary & Compliance Officer of the company with effect from April 01, 2023
fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made there
under and as per Regulation 6(1) of Listing Regulations.
The Composition & category of the Directors along with their attendance at Board
Meetings, previous AGM & Shareholdings as on March 31, 2023 are given below:-
S. No. |
Name of the Director |
Designation |
No. of Board Meetings |
Attendance at Last AGM held on September 23, 2022 |
No of Shares held |
% of holding |
Held during the tenure |
Attended |
1. |
Mr. Bhagwan Singh |
Whole Time Director |
4 |
4 |
YES |
6299 |
0.97 |
2. |
Mrs .Aishwarya Sethia |
Director & CFO |
4 |
4 |
YES |
7,497 |
1.16 |
3. |
Mr. Devendra Kumar Palod |
Independent Director |
4 |
4 |
YES |
NIL |
NIL |
4. |
Mr. Raj Deep Ghiya |
Independent Director |
4 |
4 |
YES |
NIL |
NIL |
5. |
Mr. Rajneesh Chindalia |
Independent Director |
4 |
4 |
YES |
NIL |
NIL |
The composition of the Board reflects the judicious mix of professionalism, competence
and sound knowledge which enables the Board to provide effective leadership to the
Company. The Board periodically evaluates the need for change in its size and composition
to ensure that it remains aligned with statutory and business requirements. None of the
Director hold office as a director, including any alternate directorship, in more than
twenty companies, nor is a Director on the Board of more than ten Public Companies or acts
as an Independent Director in more than seven Listed Companies. Further, none of the
Director is a Member of more than ten Committees or Chairman of more than five Committees,
across all the Companies in which he/she is a Director. The Company has issued the formal
letter of appointment to all the Independent Directors as prescribed under the provisions
of the Act and the terms and conditions of their appointment has been uploaded on the
website of the Company.
The Board is entrusted with ultimate responsibility of the management, directions and
performance of the Company. Board conducts and exercises the overall supervision and
control by setting the goals and policies, reporting mechanism and decision making
processes to be followed.
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the Act,
read with the schedule IV and Rules issued thereunder, as well as clause (b) of the
sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations. Independent Directors
have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
and in terms of Regulation 25(8) of the SEBI Listing Regulations. The Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties.
The independent directors have also confirmed compliance with the provisions of Rule
6(1)&(2) of Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, relating to inclusion of their
name in the databank of independent directors.
During the year under review, Company has neither invited nor accepted or renewed any
fixed deposit in terms of provisions of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.
Further, the particulars of the borrowings by the Company from its directors are
provided in the financial statements. (Please refer to Note. 9 in the Financial
Statements).
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo during the financial year as required to be disclosed pursuant to
Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules 2014, are
given to the extent applicable in "Annexure- 1" forming part of this
report.
Pursuant to the provisions of Section 139 of the Act M/s R Sogani & Associates,
Chartered Accountants, Jaipur (FRN: 018755C ) were appointed as Statutory Auditors of the
Company to hold office for a period of 5 years commencing from the conclusion of 25th
Annual General Meeting until the conclusion of the 30th Annual General Meeting to be held
in calendar year 2024.
Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed
thereunder, the Company has received certificate from the Auditors to the effect that they
are not disqualified under the provisions of applicable laws and also that there are no
pending proceedings against them or any of their partners with respect to professional
matters of conduct. As required under Regulation 33 of the SEBI Listing Regulations, the
Statutory Auditors have also confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.
The Board has duly received the Statutory Auditor's Report on the financial Statements
of the Company for the financial year ended March 31, 2023. The Report given by the
Auditors on the financial statements of the Company is forming part of the Annual Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report and the observations made by the Auditors are self-explanatory
and have been dealt with in Independent Auditors Report & its annexures and hence do
not require any further clarification.
Further, the Auditors have not reported any incident of fraud in the Company for the
year under review under section 143(12) of the Act.
The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN:
P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the Company to
conduct secretarial audit of the secretarial records for the Financial Year 2022-23.
A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company
Secretaries, in respect of the secretarial audit of the Company for the financial year
ended on 31st March, 2023 is given in "Annexure-2" to this Report and
carries the following qualifications:
- The Compliance Certificate pursuant to Regulation 7(3) of Securities and Exchange Board
of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 submitted by
the Company to BSE on April 12, 2022 is signed by the Chairman and Whole Time Director of
the Company instead of the Compliance Officer of the Company as prescribed under the said
regulation;
- The Company has filed the SDD Compliance Certificate with BSE Limited for the quarter
ended September, 2022 after the due date specified in BSE Circular No. 20221028-15 dated
October 28, 2022;
Management Response:
- The Compliance Certificate signed by the Chairman and Whole Time Director of the Company
has been done inadvertently and will be taken due care in future.
- Due to resignation tendered by the Company Secretary and Compliance officer of the
company w.e.f. 01.11.2022, there has been delay in filing the SDD Compliance Certificate
with BSE Limited for the quarter ended September 2022 and the same has been filed after
the due date.
Further, the Company has received consent and certificate of eligibility from M/s V. M.
& Associates, Company Secretaries, Jaipur to act as Secretarial Auditors for the F.Y.
2023-24. The Board in its meeting held on 04th August, 2023 has re- appointed
M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the
Company to carry out secretarial audit for the Financial Year 2023-24.
During the financial year 2022-23, no fraud was reported by the Secretarial Auditor of
the Company in their Audit Report.
Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules,
2014, every Listed Company is required to appoint an Internal Auditor or a firm of
Internal Auditors to carry out Internal Audit of the Company. The Internal Audit Report is
received yearly by the Company and the same is reviewed and taken on record by the Audit
Committee and Board of Directors.
As per the requirements of the Act, Company had appointed CA Padmini Palod Membership
No. 074922 as the Internal Auditor of the Company for the financial Year 2022-23 for
conducting Internal Audit.
In compliance with the aforesaid requirements, the board has re-appointed CA Padmini
Palod as internal auditor to conduct the Internal Audit of the Company for the Financial
Year 2023-24.
During the financial year 2022-23, no fraud was reported by the Internal Auditor of the
Company in their Audit Report.
Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing
Regulations, Companies having paid up equity share capital not exceeding Rs. 10 Crore and
Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year
are not required to comply with the provisions of Regulation 27 of the SEBI Listing
Regulations.
As per the Audited Financial Statements of the Company the paid-up Equity Share and Net
worth does not exceed the limit as mentioned above; hence compliance with the provisions
of the Corporate Governance is not applicable to the Company.
However, your Company has complied with all the disclosures and requirements which are
applicable under all the rules, regulations for the time being in force.
In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the
Management Discussion and Analysis Report giving details of overall industry structure,
developments, performance and state of affairs of Company's business forms an integral
part of this Report as "Annexure-3".
None of the employees of the Company was in receipt of the remuneration exceeding the
limits prescribed u/s 197 (12) of the Act read with rule 5, sub-rule 2 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended)during the
year under review.
Information as required by the provisions of Section 197 of the Act, read with Rule 5
of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is given
under:
Name |
Bhagwan Singh |
Vibhor Kumawat |
Age |
41 |
31 |
Designation of the Employee |
Whole-Time Director |
Company Secretary and Compliance Officer |
Qualification |
B.A. |
CS, and B.Com. |
Remuneration received for the year |
Rs. 120,000/- |
Rs. 3,30,424/- |
Date Of Commencement of Employment in the Company |
September 10, 2013 |
June 01, 2021 |
Experience |
8 years |
4 years |
Nature of Employment whether contractual or otherwise |
Contractual |
Other |
Percentage of the Shareholding held in the Company by the employee along with the
spouse and dependent children |
6299 Shares (0.97 %) |
NIL |
Name of Director/Manager of whom such employee is a relative |
NIL |
NIL |
Last Employment |
HR at High Street Fashions Limited |
Company Secretary at High Street Fashions Private Limited |
The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of sub section 12 of Section 197 of the Act read with Rule 5(1)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
forming part of this report as "Annexure-4".
During the period under review, the Company has complied with all the mandatory
requirements of the SEBI Listing Regulations and other applicable regulations.
This Nomination and Remuneration Policy (the "Policy") applies to the Board
of Directors (the "Board"), Key Managerial Personnel (the "KMP") and
the Senior Management Personnel of High Street Filatex Limited (the "Company").
This Policy is in compliance with Section 178 of the Companies Act, 2013 read along
with the applicable rules thereto and includes formal evaluation framework of the Board.
The company's Nomination & Remuneration policy includes director's appointment and
remuneration & criteria for determining qualifications, positive attributes,
independence of Director. Also, during the year, the Nomination and Remuneration Policy of
the Company was amended by the Board of Directors.
The salient features of the Nomination and Remuneration policy are as follows:
Part A covers the matters to be dealt with, perused and recommended by the Committee to
the Board:
Part B covers the appointment including re-appointment and removal of Director, KMP and
senior management: and Part C covers remuneration and perquisites, etc.
The policy is also available on the website of Company at http://www.highstreetfilatex.in/asp/nomination-and-remuneration-
policy.pdf.
The evaluation / assessment of the Board, its Committee and Individual Directors of the
Company are to be conducted on an annual basis to satisfy the requirements of the
Companies Act, 2013 and Listing Regulations.
The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations and in consonance with Guidance
Note on Board Evaluation issued by SEBI. The said evaluation is carried out on the basis
of the below parameters:
- Evaluation of the Board was based on criteria such as Structure of the Board, Meetings
of the Board, functions of the Board, Board and Management, Professional Management.
- Evaluation of Directors was based on criteria such as qualification, experience,
knowledge and competency, fulfillment of functions, ability to function as team,
initiatives, availability and attendance, commitment, contribution and integrity and
independence and independent views and judgment in case of independent director.
- Evaluation of performance for Chairman was based on criteria such qualification,
experience, knowledge and competency, fulfillment of functions, ability to function as
team, initiatives, availability and attendance, commitment, contribution and integrity,
effectiveness of leadership and ability to steer the meetings, impartiality and ability to
keep shareholders' interest in mind.
- Performance evaluation of Committees include its mandate and composition and their
effectiveness, structure of the committee and meetings, independence of the committee from
the board, Contribution to the decision of board.
Performance evaluation of every Director was done by the Nomination and Remuneration
Committee and the performance evaluation of the Chairman and the Non-Independent Directors
were carried out by the by the Independent Directors.
The outcomes of the Board evaluation for financial year 2022-23 was discussed by the
Nomination and Remuneration committee and the Board in their respective meetings. The
Board has received consistent rating on its overall effectiveness and has been rated
comparatively higher this year for composition of Directors and their skills, attributes
and experience. The Board has also noted areas requiring more focus in the future.
Under the aegis of Board of Directors, several committees have been constituted and
delegated powers for different functional areas. The Board Committees are formed with
approval of the Board and function under their guidance. These Board committees play an
important role in overall management of day-to-day affairs and governance of the Company.
The Board committees meet at regular intervals, takes necessary steps to perform its
duties entrusted by the Board. To ensure good governance, Minutes of the meetings are
placed before the Board to take note.
Under the provisions of the Act and the SEBI Listing Regulations, the Board of the
Company have three committees namely:
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee These are briefly enumerated as under:
- Audit Committee:
The Audit Committee is duly constituted in accordance with Section 177 of the
Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It
adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and
the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company
is entrusted with the responsibility to supervise the Company's internal controls and
financial reporting process. The Committee acts as a link between the Management, the
Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of
Directors.
a.) Composition:
The Audit Committee comprises of three Directors, all of whom are Non-Executive
Independent Directors. All the members of Audit Committee are financially literate and
bring in expertise in the fields of finance, taxation, economics, risk and international
finance. Mr. Raj Deep Ghiya, Independent Director is the Chairman of the Committee. The
Audit Committee seeks to ensure both corporate governance and provides assistance to the
Board of Directors in fulfilling the Board's overall responsibilities.
The constitution of the Audit Committee is as under:
Name of Members |
Designation |
Mr. Raj Deep Ghiya |
Chairman& Member (Independent Director) |
Mr. Devendra Kumar Palod |
Member (Independent Director) |
Mr. Rajneesh Chindalia |
Member (Independent Director) |
b.) Extract of Terms of Reference-
The indicative list of terms of reference of the Audit Committee are in accordance
with Section 177 of the Act and as per the SEBI Listing Regulations are as follows:
- the recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;
- review and monitor the auditor's independence and performance, and effectiveness of
audit process;
- examination of the financial statement and the auditors' report thereon;
- approval or any subsequent modification of transactions of the Company with related
party;
- scrutiny of inter-corporate loans and investments;
- valuation of undertakings or assets of the Company, wherever it is necessary;
- evaluation of internal financial controls and risk management systems;
- monitoring the end use of funds raised through public offers and related matters
- review of internal audit reports relating to internal control weakness and discuss with
internal auditors any significant findings and follow up thereon;
- reviewing the statements of significant related party transactions submitted by the
management.
- review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy
and overseeing the functioning of the same.
- review and approve policy on materiality of related party transactions and also dealing
with related party transactions.
c.) Audit Committee Meetings and Attendance-
During the Financial Year 2022-23, 4(four) meetings of the Audit Committee were
held. The necessary quorum was present in all the meetings. The Audit Committee Meetings
are usually held at the registered office of the Company. The dates of the meetings are:
01 |
Wednesday, May 25, 2022 |
02 |
Friday, August 12, 2022 |
03 |
Saturday, November 12, 2022 |
04 |
Friday, February 10, 2023 |
The table below provides the attendance of the Audit Committee members:
Name |
Position |
Category |
No. of Audit Committee Meeting during the year |
Held |
Attended |
Mr. Raj Deep Ghiya |
Chairman& Member |
Non Executive (Independent Director) |
4 |
4 |
Mr.Devendra Kumar Palod |
Member |
Non Executive (Independent Director) |
4 |
4 |
Mr. Rajneesh Chindalia |
Member |
Non Executive (Independent Director) |
4 |
4 |
The Audit Committee invites such of the executives as it considers appropriate i.e. the
head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors,
Secretarial Auditors etc. to attend the Committee's meetings. The Company Secretary of the
Company acts as the Secretary to the Audit Committee.
- Stakeholders' Relationship Committee:
The Stakeholders Relationship Committee is entrusted with the responsibility of
addressing the shareholders'/ investors' complaints with respect to transfer, transmission
of shares, issuance of duplicate share certificate, non-receipt of Annual Report,
non-receipt of dividend etc.
This committee overlooks the performance of the Registrar and Share Transfer Agent and
to recommend measures for overall improvement in the Quality of Investor services. The
Company has always valued its customer relationships.
a.) Composition:
Constitution of the Committee is as under:
Name |
Designation |
Mr.Devendra Kumar Palod |
Chairman & Member (Independent Director) |
Mr. Rajneesh Chindalia |
Member (Independent Director) |
Mr. Raj Deep Ghiya |
Member (Independent Director) |
b.) Terms of reference of the Stakeholders' Relationship Committee are broadly as
under-
The Stakeholders' Relationship Committee specifically looks into various issues of the
Shareholders such as:
- Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
- Review of measures taken for effective exercise of voting rights by shareholders.
- Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.
- Review of the various measures and initiatives taken by the listed entity for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.
c.) Stakeholders' Relationship Committee Meetings and attendance
During the year 2022-23, 01 (one) meeting of the committee was held on Wednesday,
July 06, 2022.
The table below provides the attendance of the Stakeholders' Relationship Committee
members:
Name |
Position |
Category |
No. of Stakeholder Relationship Committee Meeting
during the year |
Held |
Attended |
Mr.Devendra Kumar Palod |
Chairman& Member |
Non Executive (Independent Director) |
1 |
1 |
Mr. Raj Deep Ghiya |
Member |
Non Executive (Independent Director) |
1 |
1 |
Mr. Rajneesh Chindalia |
Member |
Non Executive (Independent Director) |
1 |
1 |
d.) Details of Complaints:
- No. of Complaints received and solved during the year- Q1- Nil, Q2- Nil, Q3- Nil, Q4-
Nil
- No pending complaints were there as on March 31, 2023.
Company Secretary of the Company acts as the Secretary of the Committee.
- Nomination and Remuneration Committee-
The Nomination and Remuneration Committee reviews and recommends the payment of
salaries, commission and finalizes appointment and other employment conditions of
Directors, Key Managerial Personnel and other Senior Employees.
The Nomination and Remuneration Committee has been constituted in order to bring
about objectivity in determining the remuneration package while striking a balance between
the interest of the Company and the shareholders.
As per the provisions of the SEBI Listing Regulations, the Nomination and Remuneration
Committee (the "Committee") has laid down the evaluation criteria for
performance evaluation of Independent Directors and the Board. The manner for performance
evaluation of Directors (including Independent Directors) and Board as whole has been
covered in the Board's Report.
- Extract of Terms of Reference-
The broad terms of reference of the Nomination and Remuneration Committee, as
amended from time includes the following-
- formulation of the criteria for determining qualifications, positive attributes and
independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;
- formulation of criteria for evaluation of performance of independent directors and the
board of directors;
- devising a policy on diversity of board of directors;
- identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the board of
directors their appointment and removal.
- whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.
- recommend to the board, all remuneration, in whatever form, payable to senior
management.
- Nomination and Remuneration Committee Meetings and attendance -
During the Financial
Year 2022-23, 03 (three)meetings were held:-
01 |
Wednesday, May 25, 2022 |
02 |
Friday, August 12, 2022 |
03 |
Saturday, November 12, 2022 |
The table below provides the attendance of the Nomination and Remuneration Committee
members:
Name |
Position |
Category |
No. of Nomination & Remuneration Committee Meeting
during the year |
No. of Shares Held |
Held |
Attended |
Mr. Rajneesh Chindalia |
Chairman & Member |
Non Executive (Independent Director) |
2 |
2 |
NIL |
Mr. Raj Deep Ghiya |
Member |
Non Executive (Independent Director) |
2 |
2 |
NIL |
Mr.Devendra Kumar Palod |
Member |
Non Executive (Independent Director) |
2 |
2 |
NIL |
The Company has a robust vigil mechanism through its whistle blower policy, approved
and adopted by the Board of Directors of the Company in compliance with the provisions of
Section 177(10) of the Act.
The policy also provides protection to the employees and Directors who report unethical
practices and irregularities. Any incidents that are reported are investigated and
suitable action is taken in line with the whistle blower policy. The employees are
encouraged, to raise voice, for their concerns by way of whistle blowing and all the
employees have been given access to the Audit Committee. It also provides adequate
safeguards against victimization of Directors/ Employees who avail the mechanism and are
free to report violations of applicable laws and regulations and the code of conduct. No
personnel have been denied access to the Audit Committee pertaining to the Whistle Blower
Policy. The Whistle Blower Policy is available on the following web link:
http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.
The Company's internal financial control framework is commensurate with the size and
operations of the business and is in line with requirements of the Act. The Company has
laid down Standard Operating Procedures and policies to guide the operations of the
business. Unit heads are responsible to ensure compliance with the policies and procedures
laid down by the management. Robust and continuous internal monitoring mechanisms ensure
timely identification of risks and issues. The Management, Statutory and Internal Auditors
undertake rigorous testing of the control environment of the Company.
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 weaknesses in the design or operation were observed.
The Institute of Company Secretaries of India, a statutory body, has issued Secretarial
Standards (SS) on various aspects of corporate law and practices. The Company has complied
with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
The Company has adopted a Code of Conduct for all the employees including the members
of the Board and Senior Management Personnel. All the members of the Board and Senior
Management Personnel have affirmed compliance with the said code of conduct for the
financial year 2022-23.
The Code has been posted on the website (www.highstreetfilatex.in) of the Company. The
Code can be accessed through the following link :http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.
The Company's Policy on Prevention of Sexual Harassment at workplace is in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Rules, 2013 framed thereunder.
The Company conducts sessions for employees across the organization to build awareness
amongst employees about the Policy and the provisions of Prevention of Sexual Harassment
of Women at Workplace Act.
During the Financial Year 2022-23, no complaint of sexual harassment were received by
the Company details/particulars for the same are as follows:
Particulars |
No. of Complaints |
No. of Complaints Pending at the Beginning of the Year |
0 |
No. of Complaints Received and Resolved during the Year |
0 |
No. of Complaints Pending at the End of the Year |
0 |
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates.
Pursuant to the requirement under section 134(5) of the Act with respect to Directors'
Responsibility Statement, your directors confirm that:
- In the preparation of the Annual Accounts for the financial year ended March 31, 2023,
the applicable accounting standards and Schedule III of the Companies Act, 2013, have been
followed and that no material departures have been made from the same;
- They have 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
profits of the Company for that period;
- They have 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;
- They have prepared the annual accounts on a going concern basis;
- They have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and
- They have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
Other disclosures with respect to Board's Report as required under the Act, Rules
notified thereunder and Listing Regulations
are either NIL or Not Applicable.
The Board of Directors place on record their deep appreciation to employees at all
levels for their hard work, dedication and commitment. The enthusiasm and unstinting
efforts of the employees have enabled the Company to retain its Brand within the sector.
The Board places on record its appreciation for the support and co-operation to Company
has been receiving from its suppliers, distributors, retailers and others associated with
it as its trading partners. Company looks upon them as partners in its progress and has
shared with them the rewards of growth. It will be Company's endeavor to build and nurture
strong links with the trade based on mutuality of benefits, respect for and co-operation
with each other, consistent with consumer interests.
The Board of Directors also take this opportunity to thank all Shareholders, Clients,
Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their
continued support.
For and on behalf of the Board of Directors For High Street Filatex Limited
Sd/- Sd/-
Bhagwan Singh Aishwarya Sethia
Whole Time Director Director & CFO
DIN: 02305246 DIN: 0297618
Date: August 04,2023 Registered Office: B-17, IInd Floor , Place: Jaipur 22 Godam
Industrial Area
Jaipur -302006(Rajasthan)
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