Your directors (powers suspended) in compliance of the Insolvency & Bankruptcy
Code, 2016 are pleased to present their 33rd Annual Report and the Audited
Statement of Accounts for the year ended March 31, 2022.
FINANCIAL RESULTS (In lakhs)
| PARTICULARS |
2021-22 |
2020-21 |
| Turnover |
1382.68 |
744.90 |
| Other Income |
45.90 |
365.35 |
| Profit / (loss) before interest, |
(38.44) |
240.18 |
| depreciation and taxation |
|
|
| Financial Expenses |
53.30 |
327.95 |
| Profit / (loss) before depreciation & |
(91.74) |
(87.77) |
| taxation |
|
|
| Depreciation- |
170.00 |
188.03 |
| Deferred tax |
(0.47) |
(8.79) |
| Other Comprehensive Income |
|
|
| Re-measurement Gains/(Losses) |
1.82 |
33.82 |
| on defined benefit plans |
|
|
| Income tax effect |
(0.47) |
(8.79) |
| Net Profit / (loss) after tax |
(259.92) |
(241.97) |
| Earning per share () |
(1.32) |
(1.36) |
| Basic / Diluted |
(1.32) |
(1.36) |
FUTURE PROSPECTS
The board of directors inform that the company produced 0.35 million pairs of shoes,
sandals and other footwear during the current year as against 0.19 million pairs during
the previous year.
STATE OF COMPANY'S AFFAIRS
The Company is currently facing a challenging scenario wherein the performance of the
company has been adversely affected by the liquidity crunch. The Company is currently
undergoing the Corporate Insolvency Resolution Process (CIRP) as per order number CP (IB)
No. 198/Chd/Pb/2018 of National Company Law Tribunal, Chandigarh Bench, dated 21.12.2021
vide which Shri Rajender Kumar Jain, Insolvency Professional has been appointed as the
Interim Resolution Professional and subsequently confirmed as Resolution Professional. The
powers of the Board of Directors of M/s of S R Industries Ltd (SRIL) are suspended under
CIRP and all powers are vested with Resolution Professional.
DIVIDEND
In view of inadequate profits, your directors do not recommend any dividend for the
year under review.
TRANSFER TO RESERVES
The company has transferred loss of 2,59,92,205/- during the year to Reserves &
Surplus.
SHARE CAPITAL
The paid-up Equity share capital as on 31st March, 2021 was Rs.19.6457 Crore. During
the year under review, the Company has not issued shares with differential voting rights
nor granted stock options or sweat equity shares. There is no change in the share capital
of the Company.
FINANCE
(a) Working Capital
The working capital limits stood at 21.38 crores as on 31st March, 2022.
(b) Term Loan
The term loans stood at 12.59 crores as on 31st March, 2022.
(c) Deposits
The Company has not accepted any deposits from the public during the year under review.
(d) Particulars of Loans, Guarantees or Investments under Section 186 of the
Companies Act, 2013
No loans, guarantees or investments under Section 186 of the Companies Act, 2013 have
been given by the Company.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes and commitments affecting financial position between the
end of financial year and date of this report except that the Company is currently
undergoing the Corporate Insolvency Resolution Process (CIRP) as per order number CP (IB)
No. 198/Chd/Pb/2018 of National Company Law Tribunal, Chandigarh Bench, dated 21.12.2021
vide which Shri Rajender Kumar Jain, Insolvency Professional has been appointed as the
Interim Resolution Professional and subsequently confirmed as Resolution Professional. The
powers of the Board of Directors of M/s of S R Industries Ltd (SRIL) are suspended under
CIRP and all powers are vested with Resolution Professional.
FRAUDS REPORTED BY AUDITORS U/S 143(12)
Your company has complied with all the provisions of Section 143 of the Companies Act,
2013. Hence, there are no frauds reported by the Auditors other than those which are
reportable to the Central Government. Further, no fraud has been reported to the Central
Government. However, an avoidance application under section 66 of IBC, 2016 has been filed
before the Hon'ble NCLT by the Resolution
Professional.
Annual Report 2021-
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
Your company does not have any subsidiary / associate / joint ventures within the
meaning of Companies Act, 2013 and Accounting Standards.
BUSINESS RISK MANAGEMENT
In line with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has framed a "Risk Management Policy" to identify
and assess the key risk areas, monitor and report compliance and effectiveness of the
policy and procedure. The constitution of Risk Management Committee is not applicable to
the Company. The details of the policy are placed at the website of the company at
www.srfootwears.com. Further, as per the provisions of Regulation 17 read with the
responsibilities of the board, the Board of directors timely assess, identify and review
the risks in the company which may hamper the growth, sustainability or profitability of
the company.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective internal control systems are developed in the Company for all major processes
to ensure reliability of financial reporting, safeguarding of assets and economical and
efficient use of resources as also the compliance of laws, regulations, policies and
procedures etc.
The Company's internal control systems are audited by Internal Auditors. The Internal
Auditor independently evaluates the adequacy of internal controls and reviews major
transactions.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a "Whistle Blower Policy / Vigil Mechanism" to
deal with the instance of fraud and mismanagement, if any. The Company has adopted revised
Whistle Blower Policy w.e.f. 1st April, 2021. The details of the policy are
posted on the website of the Company at www.srfootwears.com.
RELATED PARTY TRANSACTIONS
The details of the related party transactions are given in Form AOC-2 and is annexed
herewith.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the Regulators, Courts or
Tribunals which would impact the going concern status of the Company and its operations in
future. At present the Company is under CIRP vide order dated CP(IB) No. 198/Chd/Pb/2019
dated 21.12.2021. The Request of the Resolution Plan has been published thrice vide dated
05.12. 2022.eight Expression of Interest have been received. Resolution Plans are yet to
be received. The last date of receipt of the Resolution Plans is 24.12.2022.
DIRECTORS
During the year under review, Mrs. Sangeeta Mahajan (DIN: 00818293) was appointed as
non-executive director of the Company w.e.f. 20/04/2021.
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of Company, Mrs. Sangeeta Mahajan (DIN: 00818293), Director, shall retire by
rotation at the forthcoming Annual General Meeting and being eligible, offers himself for
re-appointment.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee and
the Independent Directors in their meeting have carried out an annual performance
evaluation of the directors individually, board as a whole as well as the working of its
committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report forming part of the Board's Report.
Since the Directors were satisfied with the evaluation results, there were no
observations in the board evaluation carried out for the year, hence no action was
proposed. The previous year's observations in the board evaluation were nil and hence no
action was warranted.
REMUNERATION POLICY
The current policy is to have an appropriate mix of executive and non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As of March 31, 2022, the Board had six members,
two of whom are executive directors, one is non-executive director and three independent
directors. One of the independent directors of the Board is a woman director. The powers
of all the directors are suspended as per IBC, 2016.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website, at www.srfootwears.com. However, the policies are not
active since the company is under CIRP.
We affirm that the remuneration paid to the directors before the initiation of
Corporate Insolvency Resolution Process was as per the terms laid out in the Nomination
and Remuneration Policy of the Company. Since, company is under Corporate Insolvency
Resolution Process from 21.12.2022, no remuneration is being paid to the directors (powers
suspended) of the Company.
MEETINGS
During the year, nine board meetings were held on 20th April, 2021, 23rd
June, 2021, 30th June, 2021, 3rd July, 2021, 13th August,
2021, 3rd September, 2021, 11th October, 2021, 9th
November, 2021 and 11th December, 2021. The attendance of directors and the
details thereof are provided in the Corporate Governance Report.
The Company is currently going under the Corporate Insolvency Resolution Process (CIRP)
as per an order number CP (IB) No. 198/Chd/Pb/2018 of National Company Law Tribunal,
Chandigarh Bench, Chandigarh Vide the order dated 21.12.2021. The powers of the Board of
Directors of the Company are suspended. Therefore, no further board meeting was held.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of
during the year Financial Year 2021-22: a) No. of Complaints received in the year: NIL b)
No. of complaints disposed of during the year: NIL c) No. of cases pending for more than
90 days: NIL d) No. of workshops or awareness program against sexual harassment carried
out: Nil e) Nature of action taken by the employer: NA
Annual Report 2021-22
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015 is annexed to this report. Based
on such information provided to the Corporate Governance Report, the Certificate issued by
the Practicing Company Secretary, in pursuance of Regulation 34(3) read with Schedule V of
the above-mentioned regulations, is also annexed with this report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) read with Section 134(5) of the Companies Act,
2013, your directors state that:
i) In the preparation of the annual accounts for the year ended 31st March,
2022, the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material departures;
ii) Such accounting policies have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,2022 and of the profit 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 Companies Act, 2013 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 powers are suspended. The Resolution Professional have complete
control over the Company. and laid out internal financial controls, which are adequate and
are operating effectively; and
vi) The Directors have devised proper systems till CIRP initiation date and after that
as per section 17 of IBC, 2016 read with section 20 of the Code, the Resolution
Professional took the complete control over the Corporate Debtor and also devised prosper
system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014 is annexed at Annexure 1 herewith
the report.
AUDITORS
1. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Goel Satish
& Co., Chartered Accountants (FRN: 010693N), Chandigarh, were appointed as Statutory
Auditors of the Company and they shall hold office till the conclusion of this meeting
until the conclusion of the Annual General Meeting to be held for the financial year 2026.
2. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s RPS Khurana & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is
annexed at Annexure 2 forming part of this report.
MANAGEMENT'S REPLY ON QUALIFICATIONS BY AUDITORS
The Management (Powers Suspended) provides the following explanation for the adverse
remarks/qualifications made by the Secretarial Auditor and the statutory auditor during
their respective audit: The Observations of the Auditors are self-explanatory and needs no
further clarification.
PARTICULARS OF EMPLOYEES
Disclosure of information's as required under rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The Provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of
remuneration in excess of Rs. 102 Lakhs per year to be disclosed in the Report of Board of
Directors are not applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs. 102 Lakhs during the financial year 2021-22.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming
part of the Annual Report. Having regard to the provisions of Section 136(1) read with its
relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said information is available
for inspection at the Registered Office of the Company during working hours and any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished free of cost.
The Nomination and Remuneration Committee of the Company has affirmed that the
remuneration is as per the remuneration policy of the Company.
MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified under section 148(1) of the Companies Act,
2013, is not applicable on the Company and accordingly such accounts and records are not
made and maintained. WEB LINK OF ANNUAL RETURN
The Company is having website i.e.www.srfootwears.com and annual return of Company has
been published on such website. Link of the same is given below: www.srfootwears.com
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable on the Company.
CODE OF CONDUCTS
The company has adopted the following code of Conducts/ policies w.e.f. 1st
April, 2021:
1. Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons as per
the SEBI (Prohibition of Insider Trading (Amendment)) Regulations, 2018.
2. Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive
Information.
3. Policy and Procedure for Enquiry in case of leak/ suspected leak of Unpublished
Price Sensitive Information.
ACKNOWLEDGEMENT
Your directors convey their sincere thanks to the various agencies of Central and State
Governments, Banks and other concerned agencies for all the assistance and cooperation
extended to the Company. The Directors also deeply appreciate and acknowledge the trust
and confidence the vendors, suppliers, dealers, customers, shareholders, investors reposed
in the Company. Your directors also place on record their appreciation for the dedicated
services rendered by the workers, staff and officers of the Company.
For and on behalf of the Board
|
Sd/- |
Sd/- |
| Place: Mohali |
Rajender Kumar Jain |
Munish Mahajan |
| Date: 21.12.2022 |
Resolution Professional |
Managing Director |
|
|
(Powers Suspended) |
|
|
DIN: 00818243 |
|