To,
The Members,
Spenta International Limited
Your Directors have great pleasure in presenting 37th Annual Report along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2024.
1. Financial Results
The Company's performance during the year ended 31st March, 2024 as compared to the previous financial year, is summarized below:
(Rs. in Lacs)
2. Dividend and Transfer to Reserves
The Board has recommended a final Dividend of Rs. 1.00/- per equity share for the financial year ended 31st March, 2024. If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be Rs. 27.64 Lacs.
Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended retaining the entire profits for the financial year ended 31st March, 2024 in the profit and loss account.
3. Future Prospects
Company is in the process of optimising production on all the existing machines by manufacturing optimal product mix. Using better quality yarns and doing product innovation by using different finishes, which will enhance the overall quality and help to improve our margins.
4. The Change in the Nature of Business, if any
There was no change in the nature of business of the Company, during the year under review.
5. Material changes and commitments affecting the Financial position of the Company:
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.
6. Directors and Key Managerial Personnel
During period under review, there were no changes took place in the Board Composition.
Mrs. Mamata Bajaj (ACS: 36682) acts as Compliance Officer of the Company for a period of May 15, 2023 to July 06, 2023 in the Financial Year 2023-2024 and ceased to be the Company Secretary and Compliance Officer pursuant to his resignation with effect from close of business hours on 06th July, 2023.
Mr. Sudhir Kumar (ACS: 71594) appointed and acts as Company Secretary and Compliance Officer with effect from October 06th, 2023 onwards in the Financial Year 2023-2024.
7. Cash Flow and Standalone Financial Statements
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Standalone Financial Statements is part of the Annual Report.
8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
During the Year, Unclaimed Dividend for FY 2015-16 amounting to Rs. 130,000/- (One Lakh Thirty Thousands only) has been transferred to the Investor Education Fund in terms of Section 125 of the Companies Act, 2013.
9. Number of Board Meetings
During the financial year under review, the Board had met Nine times on 15th May, 2023, 26th May, 2023, 07th July, 2023, 10th August, 2023, 06th October, 2023, 11th October, 2023, 07th November, 2023, 18th January, 2024, and 22nd March, 2024 respectively.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. Attributes, Qualifications & Independence of Directors, their appointment and remuneration
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The relevant information has been given in Annexure D which forms part of this Report. The policy on Company's Remuneration and Nomination is posted on Company's website at www.spentasocks.com and also annexed hereto as Annexure E.
11. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
12. Meeting of Independent Directors
The Independent Directors met once during the year on 18th January, 2024 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.
13. Familiarization Programme for Independent Directors
The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization program for Independent Directors is posted on Company's website at http://www.spentasocks.com.
14. Internal Control System
The Company's internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
15. Directors Responsibility Statement
The Board of Directors hereby confirms:
i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.
ii) That 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 a true and fair view of the state of affairs of the company at the end of the financial year and of the Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) That 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.
vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.
16. Subsidiaries and Associate Companies
The Company does not have any subsidiaries and associate companies as on 31st March, 2024.
17. Deposits
Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the Company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.
18. Auditors
a) Internal Auditors
As per section 138 of the Companies Act, 2013, the Company has appointed M/s. B. G. Dolar & Co., Internal Auditors for the year 2023-2024 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.
b) Statutory Auditors
The Company at its 32nd Annual General Meeting held on 30th September, 2019 appointed M/s. A K Kocchar & Associates, Chartered Accountants (FRN: 120410W) appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof. Further the ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has not been included in the Ordinary Course of Business of this AGM Notice Further, they have confirmed that they are not disqualified as auditors of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.
Auditors' report is self-explanatory and therefore does not require further comments and explanation.
In Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s. A K Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W) be and is hereby re-appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 37th Annual General Meeting till the conclusion of 42th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof.
c) Secretarial Auditors
The Board has appointed M/s. HSPN & Associates LLP as the Secretarial Auditor of the Company for the financial year 2023-2024 with effect from 01st April, 2023 to 31st March, 2024 consequent to the conversion from Partnership Firm (i.e M/s. HS & Associates, Company Secretaries) to Limited Liability Partnership (i.e M/s. HSPN & Associates LLP).
The secretarial Audit report (MR-3) of M/s. HSPN & Associates LLP for the period 2023-2024 is annexed herewith as Annexure-F.
d) Cost Auditors
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2023-24.
19. Comments of the Board on Auditors' Report
During the reporting period, The Statutory Auditors and the Secretarial Auditors have no observations or qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements and by the Secretarial Auditors in respect of Secretarial Audit as on and for the year ended 31st March, 2024 respectively.
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSPN & Associates LLP were appointed to conduct Secretarial Audit and issue Report for the financial year 2023-24.
Secretarial Audit Report issued by M/s. HSPN & Associates LLP in Form MR-3 for the financial year 202324 forms part of this report. The Secretarial Audit Report is annexed herewith as Annexure - F.
20. Whistle Blower Policy/Vigil Mechanism Policy for the Directors and Employees
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.
The Whistle Blower Policy is available on the website of the Company at http://www.spentasocks.com.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
21. Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
22. Annual Return
Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended, the Annual Return of the Company e-Form MGT-7 for the Financial Year 2023-24 is uploaded on the website of the Company at http://www.spentasocks.com
23. Particulars of Contracts or Arrangements made with Related Parties
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure-B.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at www.spentasocks.com.
24. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013
Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
25. Conservation of Energy, Technology & Foreign Exchange
Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked as Annexure-A and forms part of this report.
26. Corporate Governance Report
Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, are enclosed as a separate section and forms part of this report marked as Annexure-H.
27. Particulars of Employees
The information pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is annexed hereto marked as Annexure-C and forms part of this report.
28. Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure-G and forms part of this report.
29. Compliance of applicable Secretarial Standards
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
30. Risk Management Policy
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company: www.spentasocks.com.
31. The details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future. However, The BSE had levied penalty of Rs. 5,900 (Five Thousands Nine Hundred only) for one day delay in appointment of Company Secretary and Compliance Office and Rs. 17,700 (Seventeen Thousands Seven Hundred Only) for the non compliance of Regulation 23 (9) of the Listing (Obligation and Disclosure Requirements) Regulations, 2015. The Company has paid the said penalty and made the default good during the reporting period.
32. Enhancing Shareholder Value
Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.
33. Cautionary Statement
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this report as Annexure-G.
34. Annual Evaluation of the performance of the Board, its Committees and of Individual Directors has been made
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
35. Committees of the Board
During the year, in accordance with the Companies Act, 2013, There are currently three Committees of the Board, as follows:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
36. Disclosure under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, for the benefits of its employees. During the year under review, the Company has adopted a policy on prevention of sexual harassment of women at workplace. The Company has also constituted an Internal Complaints Committee/Anti-Sexual Harassment Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Currently there are 13 women employees' working with the Company and a senior women employee has been designated to receive complaints and report such cases to the Anti-Sexual Harassment Committee in this behalf. During the year under review no complaints were received under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
37. Other Disclosures
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
No application has been made under Insolvency and Bankruptcy Code: hence requirement to disclose the details of application made or any proceedings 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 to the Company.
The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.
38. Acknowledgements
Your Directors takes this opportunity to thank the Company's Members, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. The Directors also thank the Stock Exchange, Banks, Ministry of Corporate Affairs, State Governments, Government of India and all other Government agencies and Regulatory Authorities for the support extended by them and also look forward to their continued support in future.
Your Directors would also like to place on record their sincere thanks & appreciation for their contribution, consistent hard work, dedication and commitment of our employees at all levels for their contribution to the success achieved by the Company.
For and on behalf of the Board of Directors