TO THE SHAREHOLDERS
To
The Members
Your directors have great pleasure in presenting their Thirtieth Annual
Report together with Audited financial
statements of the Company for the financial year ended 31 March 2024.
Financial Highlights
Details |
(Rupees in Lakh) |
|
31.03.2024 |
31.03.2023 |
INCOME |
|
|
| Revenue from operations |
72,225.79 |
48,691.15 |
| Other Income |
25.29 |
29.16 |
Total Income |
72,251.08 |
48,720.31 |
| Profit before Depreciation, Finance Costs, |
|
|
| Exceptional Items and Tax Expense |
3,047.88 |
3,512.59 |
| Less: Depreciation/Amortization/Impairment |
686.21 |
546.68 |
| Profit before Finance Costs, Exceptional
Items and Tax Expense |
2,361.67 |
2965.91 |
| Less: Finance Costs |
1,521.39 |
940.14 |
| Profit before Exceptional Items and Tax
Expense |
840.28 |
2025.77 |
| Exceptional Items |
Nil |
Nil |
Profit before Tax Expense |
840.28 |
2,025.77 |
| Less: Taxes Expense (Current & Deferred) |
227.54 |
268.83 |
Profit for the Year |
612.74 |
1,756.94 |
| Add: Other Comprehensive Income |
9.23 |
0.22 |
| Balance of Profit for Earlier Years |
6,870.08 |
5,176.07 |
| Less: Transfer to Reserves |
Nil |
Nil |
| Less: Dividend paid on Equity Shares |
63.15 |
63.15 |
Balance carried over to Balance sheet |
7,428.90 |
6,870.08 |
DIVIDEND:
Your directors are pleased to recommend a dividend of Rs. 1.00 per
share for the financial year ended 31 March 2024 subject to the approval of Members. The
total outgo in the form of Dividend will be to the extent of Rs.52.62 Lakh.
REVIEW OF OPERATIONS:
During the year under review, the production of cotton yarn was 43.60
Lakh Kilograms as against 36.46 Lakh Kilograms in the preceding year. The Turnover
increased to Rs.67,439.58 Lakh as against Rs. 44,174.55 Lakhs in the previous period. The
Sales Turnover includes Total Export Sales of Rs. 56,217.99 Lakh as against Rs. 33,669.27
Lakh in the previous year showing an increase of 66.97%.. During the year, the Export
Turnover of traded goods increased to Rs. 46,697.38 Lakh from Rs. 23,346.89 Lakh.
During the year under report your Company added 18000 Spindles to its
existing capacity at Kannampalayam Village, Sulur Taluk, Coimbatore District. The
additional machinery is under refurbishment and the production of Yarn is yet to commence.
The said additional capacity will be adding to turnover in the years to come which would
result in profitability enhancement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND
OUTGOINGS:
Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, Details on Conservation of energy,
Technology Absorption, Foreign Exchange Earnings and Outgoings has been attached as a
separate Annexure to the Report.
During the year the green energy generated increased to 69.87 Lakh
units (net) of wind electricity from 65.84 Lakh units in the previous year and 36.01 Lakh
Units (Previous Year 34.34 Lakh Units) was generated through Solar Power Plant (Ground
Mounting) at Thaligai Village, Velagoundampatti, Namakkal District, Tamil Nadu for Captive
Consumption. Further the Company has installed one number Wind Electric Generator to the
capacity of 2.10 MW at Deri Village, Jamnagar District, Gujarat and the energy generated
39.01 Lakh Units(net) from July 2023 to March 2024. The energy generated through WEG was
sold to third parties at Gujarat State.
By captive consumption, the Wind Electricity & Solar power
contributed to reduction in power cost and contributed to the profits of the textile mill.
OUTLOOK FOR THE IMMEDIATE FUTURE:
The Spinning segment of the textile industry continues to witness the
paradox of mismatch of prices of cotton (raw material) and prices of yarn (finished
goods).
CHANGES IN NATURE OF BUSINESS:
There is no change in the nature of business of the company during the
period under review.
MATERIAL CHANGES AND COMMITMENT OCCURRED DURING PERIOD AFFECTING
FINANCIAL
POSITION OF COMPANY:
There are no material changes or commitments affecting the financial
position of the Company, subsequent to the end of the financial year.
PUBLIC DEPOSITS:
The Company has neither accepted nor holds any public deposits as per
Section 73, Section 75 and Section 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules 2014 during the year under review.
The total amount of unsecured loans received from other Companies as
Intercorporate Loan as on 31/03/2024 is Rs. 64.77 Lakhs which is not included in Deposits
as it is exempted under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules,
2014.
CORPORATE GOVERNANCE:
Corporate Governance, Management Discussion and Analysis and a
Certificate from the Auditors of the Company regarding compliance of conditions of
Corporate Governance is annexed hereto.
EXTRACT OF ANNUAL RETURN:
The Annual Return as per Section 92(3) of the Companies Act, 2013 in
Form MGT-7 is made available on the Website of the Company and can be accessed at
www.salonacotspin.com.
DIRECTORS:
During the period under report there was no change in the composition
of the Board of Directors. Details of Directors, their attendance at Board and Committee
meetings are furnished in the Corporate Governance Report.
The Company has received disclosures from all the Directors and none of
the directors has been disqualified as per Section 164 of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Mr. Raghav Agarwal (DIN: 06981525), Non-Executive Non-Independent
Director retires by rotation at this Annual General Meeting and being eligible offers
himself for re-appointment. Brief resume of the Director is given in the Notice of the
Annual General Meeting.
KEY MANAGERIAL PERSONNEL:
Key Managerial Personnel of the Company are listed below.
Name of the Person |
Designation |
| Sri. Shyamlal Agarwala |
Managing Director |
| Sri. Manoj Kumar Jhajharia |
Joint Managing Director |
| Sri. M.S. Selvaraj |
Chief Financial Officer |
| Ms. Archana R Jha (till 31st May 2024) |
Company Secretary and Compliance Officer |
| Sri. P.S. Ravishankar (From 12th August 2024) |
Company Secretary and Compliance Officer |
COMMITTEES:
Details of Composition and Meetings of various Committees, i.e., Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and
Corporate Social Responsibility Committee form part of the Report on Corporate Governance.
POLICIES:
In pursuance of the Act and Listing Regulations, the following policies
have been framed and disclosed on the Company's website www.salonacotspin.com
1. Related Party Transactions
2. Whistle Blower Policy & Vigil Mechanism
3. Policy for Preservation of Documents
EVALUATION OF BOARD OF DIRECTORS:
Pursuant to Companies Act 2013 and Regulation 17 (10) Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations
2015, the Board has carried out an evaluation of its own performance based on the specific
duties, obligation and the execution of the same, the directors individually as well as
the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders'
Relationship Committee and Corporate Social Responsibility Committee, the performance
evaluation of the Independent Directors, Chairman and Managing Director.
The Independent Directors have also conducted a separate meeting held
on 12 February 2024 and conducted evaluation process in respect of the performances of the
Non-Independent Directors, Chairperson taking into account the views of Executive director
and other non-Executive directors. The meeting also assessed the Board processes with
reference to quality, quantity and timelines of flow of information between the company
management and the Board as required under the rules.
BOARD MEETINGS:
The Board of Directors met Six (6) Times during the Financial Year on
18 April 2023, 26 May 2023, 11 August
2023, 9 November 2023, 6 January 2024 and 12 February 2024, through
Physical Mode at the Corporate Office of the Company situated at Coimbatore. The
Composition of Board and Other Details form Part of the Report on Corporate Governance.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees as per Section 186 of
the Companies Act, 2013. The details of the Investments made by the Company are given in
the Notes to Financial Statements.
PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate
Company.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and in the ordinary course of business. The
transactions were within the permitted/approved limits only. Further, there were no
materially significant related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large.
Reporting in Form AOC-2 is attached as Annexure-I. Approval of
Audit Committee was obtained for transactions of repetitive nature on an annual basis. All
related party transactions are placed before the Audit Committee and Board of Directors
for their review. The policy on Related Party transactions is available on the Website of
the
Company at www.salonacotspin.com.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS:
There were no significant and material orders passed by the Regulators
/ Courts that would impact the going concern status and the Company's operations in
future.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013, your
Directors confirm:
a) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.
b) that your directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
to give a true and fair view of the state of affairs of the Company as at the end of the
financial year and of the Profit of the Company for that period.
c) that your directors had taken proper and sufficient care for the
maintenance of adequate accounting records as per the Companies Act, 2013 for safeguarding
the Assets of the Company and for preventing and detecting frauds and other
irregularities.
d) that your directors had prepared the annual accounts on a going
concern basis.
e) that your 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) that your directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
AUDITORS:
M/s. Gopalaiyer and Subramanian, Chartered Accountants, Coimbatore were
re-appointed as the Auditors of the Company for the next term of five years pursuant to
the resolution passed by the Members at the Annual General
th rd
Meeting held on 28 September 2022 and they will hold office up to the
date of 33 Annual General Meeting of the Company.
M/s. Gopalaiyer and Subramanian, Chartered Accountants, have confirmed
their eligibility and desire to continue as Statutory Auditors of the company.
EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR
ADVERSE
REMARK OR DISCLAIMER MADE BY THE AUDITORS IN THEIR REPORT:
There was no qualification, reservation or adverse remark or disclaimer
made by the Auditors in their report on the Financial Statements.
SECRETARIAL AUDIT:
Pursuant to Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other
applicable provisions, if any (including any statutory amendments, modifications or
re-enactments thereof, from time-to-time), and the recommendation of the Audit
Committee, the Board has appointed Sri. Ramanathan Kannan,
Practicing Company Secretary, Chennai, to
conduct the Secretarial Audit of the Company. The Report is enclosed
herewith as Annexure -II.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors have devised proper systems and processes for complying
with the requirements of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings (SS-I) and General Meetings (SS-II) and
such systems were adequate and operating effectively.
COST AUDITOR:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules 2014, and other applicable provisions, if any
(including any statutory amendments, modifications or re-enactments thereof, from
time-to-time), and the recommendation of the Audit Committee, the Board has appointed Sri
B. Venkateswar, Cost Accountant, Coimbatore as the Cost Auditor to conduct the Cost Audit
of the Company for the financial year 2024-2025.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale, and complexity of its operations. The Company has Internal Audits which monitor and
evaluate the efficiency and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. The scope and authority of the Internal Audit function is defined in the
Internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee and to the Chairman and Managing
Director of the Company.
Based on the report of Internal Audit function, corrective actions are
taken in the respective areas which thereby strengthens the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee.
RISK MANAGEMENT:
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
developed a Risk Management Policy and implemented the same. The Company has not
identified any element of risk which may be a threat for the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted Corporate Social Responsibility (CSR)
Committee which shall recommend to the Board, the activities to be undertaken by the
Company as specified in Schedule VII, recommend the amount of expenditure to be incurred
on such activities and monitor the CSR Policy of the Company. The details of the
Corporate Social Responsibility activities / expenditure are given as Annexure
III.
STATUTORY DISCLOSURES:
The particulars required to be included pursuant to Section 134(3)(m)
of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules 2014 on Conservation of Energy,
etc., is enclosed as Annexure IV.
No employee of the Company was in receipt of remuneration of Rs. 60.00
Lakh per annum or more and no
employee of the Company employed for a part of the financial year ended
31 March 2024 was in receipt of remuneration of Rs. 5.00 Lakhs per month or more.
The information required pursuant to Section 197(12) of the Companies
Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 and forming part of the Directors Report
for the financial year ended 31 March 2024 is enclosed as Annexure
V.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or along with his spouse
and dependent children) more than two percent of the equity shares of the Company.
INDUSTRIAL RELATIONS:
Industrial relations continued to remain cordial during the period and
the Board places its appreciation for the services rendered by the employees of the
Company.
FINANCES:
During the year under review, the Reserves and Surplus, stood at Rs.
7443.90 Lakhs (Rs. 6885.08 Lakhs credit balance in the previous year). The Company met all
financial commitments to the Bankers on account of Term Loan and Working Capital Credit.
DETAILS REGARDING ISSUE OF SHARES
During the year under review the Company has not issued any shares.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism for Directors and
Employees to report concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct or Ethics. The Policy has been posted on the
Website of the Company at www.salonacotspin.com.
DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN:
The Company has constituted Internal Compliance Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has zero tolerance for sexual harassment at workplace and has put in place an
adequate system for safeguarding the dignity of women employees on complaints if any
received are redressed to provide justice to the affected employees without any delay.
During the year 2023-2024, no complaints were received by the Company related to sexual
harassment.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company sends periodical letters to all shareholders whose
dividends are unclaimed to ensure that they receive their rightful dues. Efforts are also
made in co-ordination with the Registrar to locate the shareholders who have not claimed
their dues. The amount due to be transferred to the IEPF have been remitted to the IEPF
authority during the year under report.
OTHER DISCLOSURE:
During the year, there were no transactions requiring disclosure or
reporting in respect of matters relating to: i) Pendency of any proceeding under the
Insolvency and Bankruptcy Code, 2016 and ii) Instance of one-time settlement with any bank
or financial institution.
Disclosures under sub rule 5 (xi) and (xii) of rule 8 of Companies
(Accounts) Rules, 2014 are not applicable to the Company.
ACKNOWLEDGEMENT:
The Directors wish to place on record their gratitude to State Bank of
India, Union Bank of India, CSB Bank Ltd., ICICI Bank Limited and HDFC Bank Limited for
their financial assistance. Your directors also take this opportunity to express their
appreciation of the co-operation extended by the Employees and the Shareholders for their
appreciation of the Management's efforts expressed at the Annual General Meeting of the
Company.
The Board dedicates its prayers to invoke the blessing of Lord Vishnu,
Goddess Lakshmi, Lord Shiva, and Goddess Shakthi for the continued prosperity of the
Company and all its stakeholders.
ANNEXURE - I
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of Particulars of Contracts / Arrangements entered
into by the Company with Related Parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transactions under third proviso
thereto
1. Details of Contract(s) or Arrangement(s) or Transaction(s) not at
Arm's Length
SL. No. Particulars |
Details |
| a) Name(s) of the Related party(ies) and
Nature of Relationship |
NA |
| b) Nature of the Contract(s) / Arrangement(s)
/ Transaction(s) |
NA |
| c) Duration of the Contract(s) /
Arrangement(s) / Transaction(s) |
NA |
d) Salient Terms of the
Contract(s) / Arrangement(s) / Transaction(s) including the Value, if any |
NA |
| e) Justification for entering into such
Contract(s) / Arrangement(s) / Transaction(s) |
NA |
| f) Date of Approval by the Board |
NA |
| g) Amount paid as Advances, if any |
NA |
h) Date on which the Special
Resolution was passed in General Meeting as required under first proviso to Section 188 |
NA |
2. Details of Contract(s) or Arrangement(s) or Transaction(s) at Arm's
Length
SL. No. Particulars |
Details |
a) Name(s) of the Related
party(ies) and Nature of Relationship |
Shristi Cotspinn Private
Limited, Sri Sadhyaa Exports Private Limited - Entities in which Key Managerial Personnel
have significant influence. |
b) Nature of the Contract(s) /
Arrangement(s) / Transaction(s) |
Sale, Purchase and Supply of
Goods |
c) Duration of the Contract(s)
/ Arrangement(s) / Transaction(s) |
One Year |
d) Salient Terms of the
Contract(s) / Arrangement(s) / Transaction(s) including the Value if any |
Shristi Cotspinn Private
Limited : Purchase of Goods for the value of Rs. 41,71,96,638/= and Sale of goods for the
value of Rs. 22,20,99,795/= Sri Sadhyaa Exports Private Limited : Sale of Goods for the
Value of Rs. 1,74,433/= in the ordinary course of business. 26th May 2023, 11th August
2023, 9th November 2023 and |
e) Date of Approval by the
Board |
12th February 2024 |
| f) Amount paid as Advances if any |
NIL |
ANNEXURE - II
FORM NO. MR-3
ST
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2024
[Pursuant to Sec 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
M/s. SALONA COTSPIN LIMITED, CIN: L17111TZ1994PLC004797 SF.No.74/12
& 75/3, Sathy Road, Pungampalli Village, Sathyamangalam Tamilnadu - 638402
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s SALONA COTSPIN
LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, subject to
the Annual Report, the Company has, during the audit period covering the financial year
ended on 31st March 2024 complied with the statutory provisions listed hereunder and also
that the Company has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the
Company for the financial year ended on 31st March 2024 according to
the provisions of:
I. The Companies Act, 2013 (‘the Act') and the rules made
thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the Rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;- Not applicable to the company during the review period.
V. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India
Act, 1992 (‘SEBI Act') viz:
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulation, 2018; - Not applicable to the company as there was
no issue of securities during the review period.
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity)
Regulations, 2021:- Not applicable to the Company during the review
period.
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations,
2008;- Not applicable to the company during the review period.
(f) The Securities and Exchange Board of India (Registrars to an issue
and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009- Not
applicable to the Company during the review period.
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998: -Not
applicable during the review period.
VI. The Management has identified and confirmed the following laws
specifically applicable to the company: National Textile Policy, 2000, Textile Control
Orders, Cotton Control Orders and amendments thereunder, Indian Standard Specification for
Cotton Bales, Textile (Development and Regulation) order, 2001, Essential Committees Act,
1955 with reference to ‘Hank Yarn Packaging Notification, 2003, Electricity Act, 2003
and other Labour Laws applicable to that extent; etc.
I have also examined compliance with the Listing Agreement and
applicable Regulations of the Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations, 2015 and Secretarial Standards issued by The
Institute of Company Secretaries of India.
During the year under review the Company has complied with the
provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc., mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Director, Independent Directors including
Women independent Director. There were no changes in the composition of the Board of
Directors during the year under review.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance. A
system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the Meeting duly recorded and signed by the
Chairman, the decisions of the Board
were unanimous and no dissenting views have been recorded.
As informed the company has responded appropriately to the notices
received from various statutory
/regulatory authorities wherever found necessary.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable Laws, Rules, Regulations and Guidelines. I further report that
during the audit period there were no instance of:
a) Public / Rights / Preferential Issue of Shares / Debentures / Sweat
Equity b) Redemption c) Foreign Technical Collaboration d) Merger / Amalgamation /
Reconstruction, etc
This report is to be read with my letter of even date which is annexed
as Annexure A and forms an integral
part of this report.
ANNEXURE 'A'
To
The Members,
M/s. Salona Cotspin Limited [CIN: L17111TZ1994PLC004797] SF.No.74/12
& 75/3, Sathy Road, Pungampalli Village, Sathyamangalam, Tamilnadu - 638402
My Secretarial Audit Report of even date is to be read along with the
following:
1. Maintenance of Secretarial Records and Statutory Registers is the
responsibility of the management of the company. My responsibility is to express an
opinion on these Secretarial records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial Records. The verification was done on test basis to ensure that correct facts
are reflected in Secretarial Records. I believe that the processes and practices, I
followed, provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Wherever required, I have obtained the management's representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules and regulations standards is the responsibility of Management. My examination
was limited to verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
Management has conducted the affairs of the Company.
ANNEXURE – III
ANNUAL REPORT ON CSR
Annual Report on Corporate Social Responsibility (CSR) activities
for Financial Year ended 31 March 2024
1. A brief outline of the Company's CSR Policy, including
overview of Projects or Programs proposed to be undertaken and a reference to the web-link
to the CSR Policy and Projects or Programs.
CSR is a sense of responsibility towards the community and environment
in which we operate. It can be expressed through contribution / participation in
Education, Health, Water Management, Waste Management, Infrastructure and Eradication of
Hunger. The CSR activities under the Policy are those covered under the ambit of Schedule
VII to the Companies Act 2013. The policy is available on the Website of the Company
www.salonacotspin.com.
2. Composition of the CSR Committee
| a. Dhiresh Jayasi – |
Chairman |
| b. Shyamlal Agarwala – |
Member – Managing Director |
| c. Manoj Kumar Jhajharia – |
Member – Joint Managing Director |
3. Average Net Profit of the Company for last three financial
years
Rs. 1825.59 Lakhs
4. Prescribed CSR Expenditure (Two percent of the amount as in
item 3 above)
Rs. 36.51 Lakhs
5. Details of CSR spent during the financial year
| a. Total amount spent for the financial year
: |
Rs. 38.52 Lakhs |
| b. Amount unspent, if any : |
Nil |
c. Manner in which the amount was spent during the financial year is
detailed below:
S.No . CSR Project or
activity identified |
Sector in which the
project is covered |
Projects or programs (1)
Local area or other (2) Specify the State and district where projects or programs was
undertaken |
Amount outlay (budget)
project or programs wise |
Amount spent on the
projects or programs Sub heads: (1) Direct expenditure on Projects or programs. (2)
Overheads. |
Cumulative expenditure up
to the reporting period |
Amount spent: Direct or
through implementing agency |
1 Promoting Health care |
Clause i |
PHC Vinnapalli, Erode
District, Tamil Nadu |
2.10 |
Direct Expenditure |
2.10 |
Direct |
2 Promoting Health care-
Medical Support |
Clause i |
Kolkata, West Bengal |
5.42 |
Direct Expenditure |
5.42 |
Direct |
3 Promoting Health care-
Medical Support |
Clause i |
|
2.55 |
Direct Expenditure |
2.55 |
Direct |
4 Animal Welfare |
Clause iv |
Jhajhar, Jhunjhunu District,
Rajasthan |
1.41 |
Direct Expenditure |
1.41 |
Direct |
5 Promotion of Education |
Clause ii |
Coimbatore, Tamil Nadu |
1.71 |
Direct Expenditure |
1.71 |
Directs |
6 Promotion of Education |
Clause ii |
Bhopal, Madhya Pradesh |
0.49 |
Direct Expenditure |
0.49 |
Directs |
7 Construction of Govt.
Senior Secondary School building |
Clause ii |
Jhajhar, Gram Panchayat,
Nawalgarh, Jhunjhunu District, Rajasthan |
21.84 |
Direct Expenditure |
21.84 |
Directs |
8 Rural Works, Rajarhat
Bishnupur Gram Panchayat |
Clause X |
Rajarhat Bishnupur Gram
Panchayat, Parganas District, West Bengal |
3.00 |
Direct Expenditure |
3.00 |
Maitreyi Charitable Trust,
Kolkata, West Bengal |
|
Total |
|
38.52 |
|
38.52 |
|
Details of unspent Corporate Social Responsibility amount for the
preceding three financial years -Nil
S.No Preceding Financial
year |
Amount Transferred to
unspent CSR account under Sub-section (6) of Section 135 (Rs in Lakh) |
Balance Amount in Unspent
CSR Account under Sub- section (6) of Section 135 (Rs in Lakh) |
Amount spent in the
Financial Year (Rs in Lakh) |
Amount
transferred to a fund specified under Schedule VII as per second provision to Sb-section
(5) of Section 135 if any |
Amount remaining to be
spent in succeeding financial year (Rs. In Lakh) |
Deficiency if any |
|
|
|
|
Amount (Rs in Lakh) |
Date of Transfer |
|
|
| 1 2020-21 |
Nil |
|
|
|
|
|
|
| 2 2021-22 |
Nil |
|
|
|
|
|
|
| 3 2022-23 |
21.57 |
21.57 |
|
21.57 |
26.09.2023 |
Nil |
Nil |
1. Whether any Capital assets have been created /acquired through
Corporate Social Responsibility amount spent in the financial year : Nil
2. If yes enter the number of capital assets created /acquired –
Not applicable
The details relating to such asset(s) so created or acquired through
Corporate Social Responsibility amount spent
in the financial year
S.No Short particulars of
the property or asset(s) (including complete address and location of the property) |
Pincode o f t h e p r o p
e r t y of assets |
Date of Creation |
Amount of CSR spent |
Details of
entity / authority/beneficiary of the registered owner |
|
|
|
|
CSR Registration |
Name |
Registered Address |
|
|
|
|
No if applicable |
|
|
8. Specify the reason(s) if the company has failed to spend two per
cent of the average net profit as per sub-section (5) of Section 135 -Not applicable
ANNEXURE IV
ANNEXURE TO THE DIRECTORS REPORT
FORM-A
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts)
Rules, 2014 on Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgoings.
1. (A) CONSERVATION OF ENERGY:
Efforts are being undertaken to reduce power consumption. Energy
efficient motors are being installed in
place of conventional motors. (Rs. in Lakhs)
CAPTIVE POWER GENERATION |
31.03.2024 |
31.03.2023 |
| Wind Electricity Unit Generation (Units in
Lakh) |
69.87 |
65.84 |
| Solar Power Unit Generation (Units in lakh) |
36.01 |
34.34 |
By captive consumption, the Wind Electricity& Solar power
contributed to reduction in power cost and contributed to the profits of the textile mill.
Hence the overall performance of the Company should be considered as Satisfactory.
(B) TECHNOLOGY ABSORPTION:
The South Indian Textile Research Association that is undertaking
Research and Development in the field of textiles on behalf of its members. Production and
quality norms have been established in the past and further Research and Development
programs are being undertaken by the Association. Total Expenditure on Research and
Development as a percentage of income is negligible.
2. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. in Lakhs)
|
31st March 2024 |
31st March 2023 |
EARNED |
|
|
| Total Foreign Exchange earned: |
|
|
| F.O.B. Value of Exports of Finished and
Traded goods |
56217.99 |
33669.43 |
USED |
|
|
| Remittance in Foreign Exchange: |
|
|
| Purchase of Capital goods, Spares, Commission
on |
|
|
| Exports and interest on foreign currency loan |
315.65 |
597.43 |
ANNEXURE V
Remuneration of Directors and Key Managerial Personnel under Section
197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
(I) The Ratio of the Remuneration of each Director to the Median
Remuneration of the Employees of the Company
for the Financial Year and the Percentage Increase in Remuneration of
each Director, Chief Executive Officer,
Chief Financial Officer, and Company Secretary in the financial year
ended 31st March 2024.
(Rs. In Lakhs)
Sl.No. Name of Directors |
Designation |
Remuneration |
Ratio of Directors
remuneration to Median remuneration |
% increase in the
remuneration |
I |
Executive Directors |
|
|
|
1 Shyamlal Agarwala |
Chairman and Managing
Director |
113.22 |
13.94:1 |
36.82% |
| 2 Manoj Kumar Jhajharia |
Joint Managing Director |
80.24 |
9.88:1 |
51.14% |
| 3 Arun Kumar Jhajharia |
Director |
25.00 |
-3.08:1 |
-3.63% |
Non-Executive Non-Independent Directors
| 1 Raghav Agarwal |
Director |
28.00 |
3.45:1 |
19.34% |
II |
Non-Executive Independent
Directors |
|
|
| 1 Dhiresh Jayasi |
Independent Director |
0.30 |
0.04:1 |
0.08% |
| 2 Meena Kumari |
Independent Director |
0.24 |
0.03:1 |
0.06% |
| 3 G.S. Hari Desikan |
Independent Director |
0.12 |
0.01:1 |
0.01% |
| 4 Prabhu Damodaran |
Independent Director |
0.12 |
0.01:1 |
0.12% |
III |
Key Managerial Personnel |
|
|
|
| 1 M.S. Selvaraj |
Chief Financial Officer |
13.62 |
1.68:1 |
2.98% |
| 2 Archana R Jha |
Company Secretary and |
|
|
|
|
Compliance Officer |
10.38 |
1.28:1 |
10.89% |
(a) Percentage increase in the
Median Remuneration of Employees in the Financial Year ended 31st March 2024 |
17.38% |
(b) Number of Permanent
Employees on the Rolls of the Company as at 31st March 2024 |
437 |
(c) Explanation on the Relationship between Average Increase in
Remuneration and the Company Performance
The Relationship between Average Increase in Remuneration and the
Company Performance is negligible and could not be compared.
(ii) Comparison of the remuneration of the Key Managerial Personnel
(KMP) against the
Performance of the Company
KMP's remuneration
2023-24 ( in lakh) |
% Increase / (Decrease) in
KMP's Remuneration (2023-24 against 2022-23) |
Sales 2023-24 ( in lakh) |
% Increase in sales (2023-24
against 2022-23) |
| 217.46 |
59.96% |
674393.58 |
52.67% |
(iii) Variation in Market Capitalization of the Company, Price Earnings
Ratio as at the Closing Date of the Current Financial Year and Previous Financial Year and
Percentage Increase over Decrease in the Market Quotations of the Shares of the Company in
comparison to the Rate at which the Company came out with the Previous Public Offer:
| Particulars |
As at 31st March 2023 |
As at 31st March 2024 |
Variations |
% |
| Market Capitalization (crores) |
123.79 |
165.58 |
41.78 |
33.75% |
| Price Earnings Ratio |
7.05 |
27.03 |
9.99 |
283.68% |
| Market Quotation of the Shares as at 31st
March 2024 (NSE) |
Rs.314.64 Per Share of Face Value Rs.10 Per
Share |
| Market Quotation of the Shares as at 31st
March 2024(BSE) |
Rs.310.50 Per Share of Face Value Rs.10 Per
Share |
Market Quotations of the
Shares when the Company came out with the Previous Public Offer |
Nil |
Percentage increase / decrease
over in the market quotations of the Company |
|
(iv) Average percentile increase already made in the salaries of
Employees other than Managerial Personnel in the previous financial year and its
comparison with the percentile increase in managerial remuneration and justification
thereof if there are any exceptional circumstances for increase in the managerial
remuneration
The Average Increase granted to Employees other than Managerial
Personnel is 17.38%.
The Average Increase granted to Managerial Personnel is 6.12%.
(v) Comparison of remuneration of the Key Managerial Personnel against
Performance of the Company
KMP's Name and
Designation |
CTC for 2023-24 ( in lakhs) |
% Increase/ (Decrease) in
CTC (2023-24 against 2022-23) |
Sales for 2023-24 ( in
lakhs) |
% Increase in sales (2023-24
against 2022-23) |
Shyamlal Agarwala (Chairman
and Managing Director) |
113.22 |
36.82% |
|
|
Manoj Kumar Jhajharia (Joint
Managing Director) |
80.24 |
51.14% |
67439.58 |
52.67% |
M.S. Selvaraj Chief Financial
Officer |
13.62 |
2.98% |
|
|
Archana R Jha Company
Secretary and Compliance Officer (From March 2023) |
10.38 |
10.89% |
|
|
(vi) The key parameter for any variable component of remuneration
availed by the Directors
The company does not pay any Remuneration to the non-executive
directors, as they are paid only sitting
fee for attending the meetings. With respect to executive directors,
variable components are not paid.
(vii) Ratio of the Remuneration of the highest paid Director to that of
the Employees who are not
Directors but receive Remuneration in excess of the highest paid
Director during the year
-Not applicable -
(viii) The Board of Directors of the Company affirm that the
Remuneration paid to Directors, Key Managerial Personnel and Employees is as per the
Remuneration Policy approved by the Board of Directors of the Company.