Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company"), along with the audited financial statements, for the
financial year ended March 31, 2024.
STATE OF COMPANY'S AFFAIRS Financial Performance
(' in Lakhs)
| Particulars (in ' Mn) |
Year ended March 31,2024 |
Year ended March 31,2023 |
| Total Income |
12,201.81 |
11,310.82 |
| Total Expenses |
10,552.43 |
10,190.35 |
| Profit or Loss before Extraordinary items |
1,649.38 |
1,120.47 |
| Profit or Loss before tax |
1,649.38 |
1,120.47 |
| Less: Tax Expenses |
428.19 |
294.58 |
| Profit or Loss after Tax |
1,221.19 |
825.89 |
| Other Comprehensive Income |
- |
- |
| Total Comprehensive Income |
1,221.19 |
825.89 |
During the year under review, the Company has reported total income of ' 12,201.81
Lakhs for the current financial year as compared to ' 11,310.82 Lakhs in the previous
financial year. The profit after tax for the year stands at ' 1,221.19 Lakhs as compared
to ' 825.89 Lakhs in the previous year.
Change in nature of business
There was no change in the nature of business of the company.
Management Discussion and Analysis Report
The Company's business activity primarily falls within a single business segment i.e.,
manufacturing and trading of garments. The analysis on the performance of the industry,
the Company, internal control systems, risk management are presented in the Management
Discussion and Analysis Report forming part of this report.
SHARE CAPITAL Equity Shares
The paid-up Equity Share Capital as on March 31, 2024 was ' 16,31,41,260/-. During the
year under review, the Company, at the Extra-Ordinary General Meeting (EGM) held on July
27, 2023, has obtained approval of members for sub-division / split of shares from face
value of ' 10/- to face value of ' 2/- each.
Further, the Authorised Share Capital of the Company was also increased from '
16,50,00,000/- to ' 40,00,00,000/-.
Sweat Equity Shares
In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued any Sweat Equity Shares.
Differential Voting Rights
In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the
Company has not issued any share with Differential Voting Rights.
Employee Stock Options
In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the
Company has not issued any Employee Stock Options.
DIVIDEND
Your Directors have not recommended any dividend for the year under review.
Transfer of unpaid & unclaimed Dividends & Shares to Investor Education and
Protection Fund (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend, hence the
company is not required to transfer any amount to Investor Education and Protection Fund.
RESERVES
During the year under review, your Directors have not proposed to transfer any amount
to Reserves.
MATERIAL CHANGES AND COMMITMENT
There are no material changes or commitments that took place after the close of
financial year till date which will have any material or significant impact on the
financials of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
Energy conservation continued to be a key focus area. Various initiatives were
undertaken by all manufacturing plants to minimize the power consumption.
During the year under review, the energy consumed by the company was 17,43,159 units
amounting to '197.49/- Lakhs.
Technology Absorption
We are well aware of latest technology being available in our field of operation.
Necessary training is imparted to the relevant people from time to time to make them well
acquainted with the latest technology.
Foreign Exchange Earning and Outgo
The Company is creating a network across the globe through export of its products.
During the year under review, the details of foreign exchange earnings and outgo are as
given below:
(' In Lakhs)
| Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
| Earnings in Foreign Currencies |
36791 |
295.37 |
| Expenditure in Foreign Currencies |
- |
5.41 |
RISK MANAGEMENT
The Company has a risk management framework comprising risk governance structure and
defined risk management process. The risk governance structure of the Company is a formal
organisation structure with defined roles and responsibilities for risk management. The
risks existing in the internal and external environment are periodically identified and
reviewed, based on which, the cost of treating risks is assessed and risk treatment plans
are devised.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
undertaken projects/programs in accordance with the CSR Policy. The details of the CSR
projects are given in ‘Annexure - A' to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided any guarantee or made any investment
under provisions of Section 186 of the Companies Act, 2013. However, the particulars of
all loans, guarantees or investments made by the Company are given in notes to Financial
Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered with Related Parties during the financial year were on an
arm's length basis and were in ordinary course of business and the provision of Section
188 of the Companies Act, 2013 are not attracted. There are no materially significant
related party transactions during the period under review made by the Company with
Promoters, Directors or other designated person which may have a potential conflict with
the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required.
However, details of all related party transactions are given in Notes to Financial
Statements.
BOARD OF DIRECTORS, COMMITTEES AND
MANAGEMENT
Composition:
The composition of the Board of Directors and its Committees, viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate
Social Responsibility Committee are constituted in accordance with Companies Act, 2013
("the Act") and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The
details are provided in Corporate Governance Report which forms the part of the Annual
Report.
Appointment & Resignation
During the year under review, there was no change in the composition of Board of
Directors of the Company.
Retirement by Rotation
Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total
number of Directors (excluding independent directors) shall be liable to retire by
rotation.
The Independent Directors hold office for a fixed term of not exceeding five years from
the date of their appointment and are not liable to retire by rotation.
Accordingly, Mrs. Geeta Ladha (DIN: 03585488), Whole-time Director, being the longest
in the office among the Directors liable to retire by rotation, retires from the Board
this year and, being eligible, has offered himself for re-appointment.
The brief resume and other details relating to Mrs. Geeta Ladha who is proposed to be
re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the
annexure to the notice calling ensuing Annual General Meeting.
Meetings of the Board & Committees:
The details of Board and Committee Meetings held during the Financial Year ended on
March 31,2024 and the attendance of the Directors are set out in the Corporate Governance
Report which forms part of this report. The maximum time gap between any two Board
Meetings was not more than 120 days as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard
on Meetings of the Board of Directors.
The details of meeting of Independent Directors are set out in the Corporate Governance
Report which forms part of this report.
Declaration by Independent Directors
The Company has received requisite declarations/ confirmations from all the Independent
Directors confirming their independence as per provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies
on their declaration of independence.
Familarisation Programme for Independent Directors
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for
familiarising the Independent Directors, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company etc. through various initiatives.
Further, at the time of appointment of an Independent Director, the company issues a
formal letter of appointment outlining his/ her role, function, duties and
responsibilities as a director. The details of programmes for familiarisation for
Independent Directors are available on the website of the Company www.irisclothings.in.
Annual Evaluation of Board's Performance
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
carried out an annual evaluation of its own performance, board committees and individual
directors. The details are provided in Corporate Governance Report which forms the part of
the Annual Report.
Directors' Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit / loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f) t he directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
Ethics Policy. It aims to provide an avenue for employees through this policy to raise
their concerns on any violation of legal or regulatory requirements, suspicious fraud,
misfeasance, misrepresentation of any financial statements and reports. It also provides
for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle
Blower Policy is being made available on the Company's website www. irisclothings.in.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the
recommendation of the Nomination and Remuneration Committee, has framed a Nomination and
Remuneration Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel including criteria for determining qualifications, positive
attributes and independence of Directors. The policy has been duly approved and adopted by
the Board, pursuant to the recommendations of the Nomination and Remuneration Committee.
The Remuneration Policy has been uploaded on the Company's website www.irisclothings.in.
Further the salient features of the policy are given in the Report of Corporate Governance
forming part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on March 31,2024 in Form MGT - 7 is in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014 and is available on the website of the Company at www.irisclothings.in.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, associate or joint venture. There was no
Company which has become or ceased to be Company's Subsidiary, Joint Venture or Associate
during the Financial Year 2023-24.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any
deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY
The Company has laid down an adequate system of internal controls, policies and
procedures for ensuring orderly and efficient conduct of the business, including adherence
to the Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial disclosures.
The current system of internal financial control is aligned with the statutory
requirements. Effectiveness of internal financial control is ensured through management
reviews, controlled self-assessment and independent testing by the Internal Auditor.
AUDIT AND ALLIED MATTERS Statutory Auditor
M/s. AMK & Associates, (FRN: 327817E) Chartered Accountants, have been appointed as
Statutory Auditors of the Company at the Annual General Meeting held on August 31, 2019
for a term of 5 consecutive years to hold office from the conclusion of 8th
Annual General Meeting till the conclusion of 13th Annual General Meeting to be
held in the year 2024.
The tenure of existing Statutory Auditors is expiring at the ensuing Annual General
Meeting (AGM). The Board of Directors recommended the appointment of M/s. AMK &
Associates, (FRN: 327817E) Chartered Accountants, for a further period of 5 (five) years,
subject to the approval of members at the ensuing AGM.
The Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Statutory Auditor Report to the Members for the year ended March 31, 2024 does not
contain any qualification, reservation, adverse remark or disclaimer. Also there has been
no instance of fraud reported by the statutory auditors for the period under review.
Internal Auditor
As recommended by the Audit Committee, the Board of Directors had re-appointed M/s.
Vimal & Seksaria, Chartered Accountants, as Internal Auditors of the Company for the
Financial Year 2023-24 to conduct internal audit of the Company and their report on
findings is submitted to the Audit Committee on periodic basis.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
Financial Year 2023-24 in the prescribed Form MR-3 is appended as ‘Annexure - B' to
this Board's Report.
COST RECORDS
The Company has maintained cost records for the products as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company adheres to follow the best corporate governance. As per Regulation 34 read
with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Report on Corporate Governance along with a certificate received from the
Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year under review impacting the going concern status and the
operations of the Company in future.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, your
Company have constituted Internal Complaints Committee for providing a redressal mechanism
pertaining to sexual harassment of women employees at workplace.
During the year under review, no complaint was filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
REMUNERATION RATIO TO DIRECTORS/KMP/ EMPLOYEES
The disclosures pertaining to remuneration and other details as required under Section
197 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as ‘Annexure - C' forming part of this report.
OTHER DISCLOSURES
Secretarial Standards
The company has complied with the applicable provisions of Secretarial Standards SS-1
and SS-2 with respect to convening of Board Meetings and General Meetings during the
period under review.
Proceeding pending under the Insolvency and Bankruptcy Code, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
APPRECIATION & ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the assistance and co-operation
received from the Government authorities, financial institutions, banks, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services continuously being
rendered by the Company's executives, staff and workers.
|
|
For and on behalf of the Board |
|
|
Iris Clothings Limited |
|
Santosh Ladha |
Geeta Ladha |
| Place: Howrah |
Managing Director |
Whole-time Director |
| Date: September 2, 2024 |
(DIN: 03585561) |
(DIN: 03585488) |
|