The Members
Sahaj Fashions Limited
Kishangarh
Your Director's take pleasure in presenting the 13 th Annual Report on the business and operations of the company for the financial year ended on March 31, 2024.
FINANCIAL HIGHLIGHTS:
Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:
STATE OF COMPANY'S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE YEAR:
Your Company's total income for the year 2023-24 is Rs. 12517.95 Lakhs compared to last year's income of Rs. 12086.17 Lakhs. The Profit before Tax during the year under review is Rs. 125.00 Lakhs as compared to previous year's figure of Rs. 304.73 Lakhs. Your Company has earned Net Profit of Rs. 94.39 Lakhs against the Net Profit of Rs. 227.32 Lakhs during the previous year.
The improved performance is a result of sustained growth in the business, despite of tough economic conditions. Numerous innovative and technological measures were undertaken for driving efficiencies. Your Company still hopes for better performance in the current year.
Your directors assure you that they would grab all business opportunities that could be seized from the market for the overall development of our business and foresee bright prospects of the Company in the years to come.
DIVIDEND:
Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company requires funds for its business expansion. Your directors are unable to recommend any dividend for the year ended 31st March, 2024.
TRANSFER TO RESERVE:
The entire Net profit during the current financial year had been carried to the Reserves and Surplus. CHANGES IN THE NATURE OF BUSINESS:
During the year, there has been no change in the nature of the business of the Company.
SHARE CAPITAL:
The Authorized Share Capital of the Company as on 31.03.2024 was Rs. 13,50,00,000/- divided into 1,35,00,000 equity shares of Rs. 10 each and paid-up share capital of the Company as on 31.03.2024 was 13,16,81,600/- divided into 1,31,68,160 equity shares of Rs 10 each.
During the year under review, the Company create additional Capital by issuing 44,76,000 Equity Shares are allotted at an Offer Price of 30/ - per Equity Share including a share premium of 20/ - per Equity Share under the Fresh Issue and 1,76,000 Equity Shares offered by Selling Shareholder Mr. Ankur Shah under the Offer for Sale are transferred at an Offer Price <ff 30/ - per Equity Share by way of initial public offering issue ranking pari-passu in all respect with the existing Equity shares of the Company in the meeting held on 01st September, 2023.
The Equity Shares are listed (listing date-07.09.2023) on the National Stock Exchange of India Limited ("Stock Exchange") on SME-EMERGE Platform. The Company had fulfilled all necessary requirements, entered into listing agreements with the Stock Exchange.
All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE013901017.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company has no Subsidiaries/ Joint Ventures/ Associate Companies. So, there is no requirement u/s 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 for the statement containing silent features of the financial statements of the Company's Subsidiaries, Joint Ventures & Associate Companies.
PUBLIC DEPOSIT:
During the year under review, the Company has not accepted or renewed any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of 6 (Six) members, of which 2 (Two) are Independent Directors. The Board also has one woman Director. During the year under review, a material change is noted with respect to the Independent Directors & KMP's in Company and they are as follows:
In terms of the provisions of the Companies Act, 2013, Mrs. Sadhanar Tosniwal (DIN: 03515653), Non-Executive Director of the Company is liable to retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The Nomination and Remuneration Committee and the Board recommend her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Shri Shreya Garg was resigned as Director in category of Non- Executive Independent Director of the Company w.e.f. 19th February, 2024 and Mrs. Shilpi Agarwal was resigned as company secretary cum compliance officer of the company w.e.f. 01st November, 2023.
Ms. Rajul Choradiya, was appointed as Company Secretary cum compliance officer on 14th November, 2023 and she has resigned from such post w.e.f. 31/08/2024.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee and all directors of the Company as required under the Act and the Listing Regulations.
i. Criteria for evaluation of the Board:
Criteria for evaluation of the Board broadly covers the competency, experience, qualification of the director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, and evaluation of risks, among other things.
ii. Criteria for evaluation of the committee:
Criteria for evaluation of the committee covers mandate and composition, effectiveness, structure and meetings, independence of the committee from the Board, and contribution to the decisions of the Board.
iii. Criteria for evaluation of directors:
These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation at meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other things. The Board of Directors have expressed their satisfaction with the evaluation process.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Act and Listing Regulations, as amended from time to time.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2023-24 prepared in accordance with Section 92(1) of the Act is available on the website of the Company at www.sahaifashions.in/annual-reports.
BOARD MEETINGS:
During the Financial Year Ended on March 31, 2024, the Board of Directors met 12 times, the details of which is given below. The gap between any two consecutive meetings was within the limits prescribed under the Companies Act, 2013 and SEBI LODR. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participates in the meetings and contributed valuable inputs on the matters brought before the Board of Directors.
There being 12 meetings of Board of Directors being convened under the financial year complying with the requirement of Section 173 of the Companies Act, 2013. Details of Board meeting held are as Follows: -
MEETING OF INDEPENDENT DIRECTORS:
During thefinancial year 2023 -24, the Independent Directors met on November 14, 2023. The meeting was held without the presence of Executive Directors or management personnel of the Company. Such meeting was conducted to enable Independent Directors to discuss matters pertaining to the Company's affairs and matters mentioned in Schedule IV to the Act. The Independent Directors take appropriate steps to present their views to the Chairman.
GENERAL MEETINGS:
During the Financial year ended 31st March, 2024, Total one meetings of Shareholders was held for seeking approval of Shareholders. The respective date and type of shareholder's meeting are as follows:
COMMITTEES OF BOARD:
In compliance with the requirements of applicable laws and as part of best governance practices, the Company has constituted following Committees of the Board.
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibilities (CSR) Committee
AUDIT COMMITTEE:
Your Company has constituted an Audit Committee as per section 177 of the Companies Act, 2013. All members of the Audit Committee possess strong knowledge of accounting and financial management.
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The composition of Audit Committee is as mentioned below:
Mr. Shreya Garg, resigned from Directorship and committee member of the company w.e.f. 19.02.2024.
Company Secretary shall act as the secretary to the Audit Committee
Further, during the financial year ended on 31st March, 2024, all the recommendations / suggestions made by Audit Committee have been noted & implemented by the board.
During the financial year ended on 31st March 2024, 5 (Five) meetings of the Audit Committee were held on following dates:
NOMINATION AND REMUNERATION COMMITTEE:
Your Company has constituted a Nomination & Remuneration Committee (hereinafter referred to as "NRC" ) to lay down norms for determination of remuneration of the executive as well as nonexecutive directors and executives at all levels of the Company. The NRC has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.
The composition of the NRC is in conformity with the provisions of Section 178 of the Companies Act, 2013. The composition of NRC is as mentioned below:
Company Secretary shall act as the secretary to the Nomination & Remuneration Committee.
During the financial year ended on 31st March 2024, 1 (One) meeting of the Nomination & Remuneration committee was held on 14th November, 2023 which were attended by all the members of the committee.
STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee (hereinafter referred to as "SRC") is constituted by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Companies Act, 2013. The composition of NRC is as mentioned below:
Company Secretary shall act as the secretary to the Stakeholders Relationship Committee.
During the financial year ended on 31st March 2024, 1 (One) meeting of the Stakeholders Relationship Committee was held on 14th November, 2023 which were attended by all the members of the committee.
CORPORATE SOCIAL RESPONSIBILITIES (CSR) COMMITTEE:
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee
MATERIAL CHANGES AND COMMITMENT
There have been no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report, to which the financial statements relate.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188:
All the related party transactions were entered by the Company in ordinary course of business and were in arm's length basis. The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.
The particular of Contracts or Arrangements made with related parties made pursuant to Section 188 are furnished in Form AOC -2 as Annexure-I and is attached to this report.
CORPORATE GOVERNANCE:
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has complied with all the mandatory provisions of Corporate Governance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company is committed to maintain the highest possible standards of the corporate governance.
Being a SME Listed Entity a separate report on corporate governance along with Auditors' Certificate in this regard is not required to be provided.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the financial year ended on March 31, 2024, is part of this annual report.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The salient features of the policy of Director's appointment and remuneration of Directors, KMP, senior employees and related parties are as provided under Section 178(3) of the Companies Act, 2013. SEBI (LODR) Regulations. 2015 and any other re-enactment(s) for the time being in force.
Nomination and Remuneration Policy is available at the website of the Company www.sahajfashions.in The Board has adopted Nomination and Remuneration Policy for selection and appointment of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination and Remuneration policy of the company acts as a guideline for determining, inter alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Directors and Key Managerial Personnel.
INVESTOR GRIEVANCE REDRESSAL POLICY:
The Company has adopted an internal policy for Investor Grievance handling, reporting and Redressal of same.
COMPLIANCES OF GUIDELINES OF SEBI/ STOCK EXCHANGE:
We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.
SECRETARIAL STANDARDS OF ICSI:
The Directors have desired proper systems and processes for complying with the requirement of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
WEBSITE:
www.sahaifashions.in is the website of the Company. All the requisite details, policies are placed on the website of the Company.
INSURANCE
The insurable interests of the Company including building, plant and machinery, stocks, vehicles, and other insurable interests are adequately covered.
STATUTORY AUDITORS:
M/s Rama K Gupta & Co. Chartered Accountants, (Firm Registration No. 018289C) were duly appointed as Statutory Auditor of the Company for a period of 5 years in the Annual General Meeting held in the calendar year 2020 up to the 14th Annual General Meeting held in the calendar year 2025. The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the Companies Act, 2013.
The report of the Statutory Auditors on the Balance Sheet and Profit and Loss Account for the year ended on 31.03.2024 is self-explanatory and does not require any statement from the Company.
Furthermore, the Auditors' Report does the following qualification, reservation or adverse remark. Auditor's Qualification:-Company has provided for gratuity liability based on Adhoc basis for the year ended 31st March, 2024.
Response: The board of directors is fully committed to achieving and maintaining compliance with gratuity.
COST AUDITOR:
M/s. Aggarwal Ashwani K & Associates, Cost Accountant, Delhi appointed as a Cost Auditor of the Company for the Financial Year 2023-24 in the Board meeting held on 04th Day of August, 2023 for conducting the audit of cost records of the Company for the Financial Year 2023-2024. Further there are no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report. SECRETARIAL AUDITOR:
As required under the provisions of Section 204 of the Act, the Board of Directors of your Company had appointed M/s R Jat & Associates, practicing company secretaries, to conduct a Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2024, is annexed to the Board's Report as Annexure - II.
STATEMENT OF DEVIATION OR VARIATION:
As per Regulation 32 of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, there is no deviation or variation in the use of funds raised through Public Issue of Equity Share from the objects stated in the Prospectus of the Company, currently the balance of Rs. 58.10 lakh is being used for the purpose of day to day business of the Company however as earliest such fund can be used for repaid outstanding borrowing of the company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not made any loans and investments; or given guarantees or provided securities as per section 186 of the Companies Act, 2013.
BUSINESS RISK MANAGEMENT
In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes.
Your Company has identified the certain risks such as uncertain economic environment, competition, compliance and industrial risk & safety risks. The Company has planned to manage such risk by adopting best management practices.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. We believe that the Internal Control System must tend to develop a strong culture of Internal control for which it must encourage all personnel to understand its importance and to commit actively with the process and the management shall also promote high ethics and integrity standards in the staff. The systems adopted by the Company provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-III to this report and forms part of this report.
The statement of disclosures and other information as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Rules is part of this report. However, as per the second proviso to Section 136(1) of the Act and the second proviso of Rule 5(3) of the Rules, the report and financial statement are being sent to the members of the Company, after excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the company secretary at the registered office of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has formulated a Whistle Blower Policy for the vigil mechanism of directors and employees to report to management about unethical behaviour, fraud, or violation of the Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and directors who use such mechanisms and makes provisions for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. This policy is available on the Company's website at www.sahaifashions.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE. EARNING AND OUTGO:
In accordance with the provisions of section 13(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
At Sahaj, we recognize the importance of responsible resource management and sustainable business practices. As we expand our operation to include the manufacturing of fabrics, we are committed to minimizing our environmental footprint and promoting energy efficiency.
The Company has invested in Energy- Efficient Machinery and working on process optimizations which have led to reduction of energy intensive processes.
(B) Technology absorption:
At Sahaj, our commitment to innovation and technological advancement has been a driving force behind our successful expansion into the manufacturing of cotton fabric profiles. We understand the critical role that technology plays in our industry, and we continue to focus on absorbing and adapting the latest advancements to enhance our competitiveness and product quality.
Our ability to absorb and adapt to evolving technologies is a testament to our dedication to remaining competitive and meeting the ever-changing demands of our industry. We are confident that our commitment to technology absorption will continue to drive our success and enable us to provide cutting-edge products and services to our customers.
(C) Foreign exchange earnings and Outgoings:
During the year the foreign exchange earned and outgo was Nil.
Particulars Amount Foreign Exchange Earning Nil Foreign Exchange out go Nil
DIRECTORS' RESPONSIBILITY STATEMENT:
The Company has taken the utmost care in its operations, compliance, transparency, financial disclosures and the financial statements have been made to give a true and fair view of the state of affairs of the Company. As required under section 134(5) and 134(3)(c), and based upon the detailed representation, due diligence and inquiry there of your Board of Directors assures and confirm as under:
a) In the preparation of the annual accounts for the Financial Year Ended on 31stMarch, 2024, the applicable accounting standards have been followed and there are no material deviations from the same.
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year.
c) The Directors have taken proper and sufficient care 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.
d) The Director have prepared the annual accounts for the Financial Year Ended 31stMarch, 2024 on 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.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
BUSINESS RESPONSIBILITY REPORT:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top
1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.
PREVENTION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ENVIRONMENT, HEALTH AND SAFETY:
The Company accords the highest priority to Environment, Health and Safety. The Management is constantly reviewing the safety standards of the employee and the management believes in the concept of sustainable development.
POLICY ON PRESERVATION OF THE DOCUMENTS:
The Company has formulated a policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015 ("Regulations") on preservation of the documents to ensure safekeeping of the records and safeguard the documents from getting manhandled, while at same time avoiding superfluous inventory of documents.
POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:
The policy is framed in accordance with the Regulation 30 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015. The objective of the policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide overall governance framework for such determination of materiality.
EMPLOYEE RELATIONS:
The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.
Company considers the Employees as an asset of the Company and have taken utmost care and precautions as per the guidelines of government from Covid-19 pandemic.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 is presented in a separate section forms part of the Annual report as Annexure-IV to the Board Report.
OTHER DTSCLOUSERS:
Your Director state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:
1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.
2. There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
3. No application has been admitted against the company under the Insolvency and Bankruptcy Code, 2016.
4. There was no instance of One Time Settlement with any bank or financial institution. ACKNOWLGEMENT
The Board of Directors thanks and deeply acknowledge the co-operation, assistance and support provided by all the stakeholders' viz, workers, shareholders, bankers, customers, dealers, vendors, government and regulatory agencies.
CAUTIONARY STATEMENT
The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.