Spice Islands Industries Ltd
Directors Reports
To,
The Members,
Your Directors have pleasure in presenting their Thirty Fifth Annual Report on the
business and operations of the Company and the accounts for the financial year ended March
31, 2023.
1. FINANCIAL RESULTS AND OPERATIONS
The Company's financial performance, for the financial year ended March 31, 2023 is
summarized as below;
|
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
|
Rs (in lacs) |
Rs (in lacs) |
Revenue from operations(net) and other income |
107.96 |
278.76 |
Loss Before Tax |
(10.25) |
(130.29) |
Provision for tax (Deferred Tax / Previous Year tax adjustment) |
0 |
0 |
Loss for the period of continuing operations |
(12.23) |
(131.65) |
Less : Other Comprehensive Income |
0 |
0 |
Loss After Tax |
(12.23) |
(131.65) |
Balance brought forward from previous year |
(948.27) |
(816.61) |
Deficit Carried to next year's account |
(960.50) |
(948.26) |
The Company in its last AGM chose to continue to suspend operations owing to the after
effects of the Covid Pandemic & conflict in Europe. This view was taken seeing the
disruptions to the company's supply chains and increase in price of raw materials and
additionally the weak sentiment from customers in Europe. The company continues to review
market conditions in overseas markets till a clearer picture emerges.
The company continues to keep operations suspended.
The Covid Pandemic of 2020 and Russian invasion of Ukraine in 2021 continues to have a
ripple effect in European markets where your company's customers are located. The
management has considered the possible effects, if any, that may impact the carrying
amounts of inventories, receivables, and intangibles.
In making the assumptions and estimates relating to the uncertainties as at the balance
sheet date in relation to the recoverable amounts, the management has considered
subsequent events, internal and external information and evaluated economic conditions
prevailing as at the date of approval of these financial results. The management expects
significant impairment to the carrying amounts of the machinery but not the immovable
assets. The management will continue to closely monitor any changes to future economic
conditions and assess its impact on the operations.
2. TRANSFER TO RESERVES
During the year under review no amount was transferred to general reserves.
3. FINANCIAL STATEMENTS
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian
Accounting Standards) Amendment Rules, 2016.
4. SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2023 stood at Rs. 4.3 Crore. During
the year under review, the Company has not issued any shares with differential voting
rights nor granted any stock options or sweat equity or warrants. As on March 31, 2023,
none of the Directors of the Company held instruments convertible into Equity Shares of
the Company.
Fotoset Trading Private Limited, (hereinafter referred to as "the Acquirer"),
has entered into an Share Purchase Agreement with the Promoter Sellers with an intention
to acquire up to 26,80,790 fully paid up Equity Shares having face value of Rs. 10/-
(Rupees Twenty six lakhs Eighty Thousand Seven Hundred and Ninety Only ) each ("Sale
Shares") constituting 62.34 % of the Paid- up Share Capital of the Spice Islands
Apparels Limited (hereinafter referred to as "the Target Company"), at a
negotiated price of Rs. 9/- (Rupees Nine only) per fully paid-up Equity Share
("Negotiated Price") aggregating to Rs. 2,41,27,110/- (Rupees Two Crore Forty
One Lakhs Twenty Seven Thousand One Hundred and Ten Only) ("Purchase
Consideration") payable in cash along with the acquisition of control over the Target
Company.
And accordingly the Acquirer has made the Open Offer to acquire up to 11,18,000 (Eleven
Lakh Eighteen Thousand) Equity Shares representing 26.00% (Twenty-Six Percent) of Voting
Share Capital of the Target Company, at an offer price Rs. 9.00/- (Nine Rupees Only) per
Equity Share, aggregating to a total consideration of Rs. 1,00,62,000 (One Crore Sixty Two
Thousand Rupees Only) payable in cash, in accordance with the provisions of Regulation 9
(1) (a) of the SEBI (SAST) Regulations, subject to the terms and conditions set out in the
Offer Documents.
Revised Schedule of Activities of open offer
Sr. No. Activity |
Revised Day & Date |
1 Date of Public Announcement |
April 06, 2023 |
Thursday |
2 Publication of detailed Public Statement |
April 17, 2023 |
Monday |
3 Filing of the letter of offer with SEBI |
April 24, 2023 |
Monday |
4 Last date for a Competitive Bid# |
May 10, 2023 |
Wednesday |
5 Date of receipt of the comments on draft letter of offer from
SEBI |
June 28, 2023 |
Wednesday |
6 Identified Date |
July 03, 2023 |
Monday |
7 Date by which letter of offer will be dispatched to the public
shareholders of the Target Company |
July 10, 2023 |
Monday |
8 Last date of announcement containing reasoned recommendation by
committee of Independent Director of the Target Company |
July 13, 2023 |
Thursday |
9 Last date for revising the offer price/offer size |
July 14, 2023 |
Friday |
10 Date of Advertisement announcing the schedule of activity for
the open offer, status of statutory and other approval, status of unfulfilled conditions
(if any), procedure for tendering acceptance etc. |
July 14, 2023 |
Friday |
11 Date of opening of the Tendering Period |
July 17, 2023 |
Monday |
12 Date of closing of the Tendering Period |
July 28, 2023 |
Friday |
13 Last date of communicating the rejection/ acceptance and
completion of payments of consideration or return of equity shares to the public
shareholders |
August 11, 2023 |
Friday |
14 Date of post offer advertisement |
August 04, 2023 |
Friday |
15 Date of post offer report to SEBI |
August 22, 2023 |
Tuesday |
5. DIVIDEND
Due to loss during the year, the Board of Directors has decided not to recommend any
dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2023.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
a. Industry structure & developments
Even though Govt continues to introduce policies to further exports, sentiment is low
as overseas markets continue to be under inflationary pressure and rising costs.
b. Opportunities and Threats
Due to weak economic cycle in Europe, inflation is those economies is expected to
continue to remain high thereby hampering recovery.
c. Segment wise or product wise performance
The company continues to keep operations suspended and will only take orders once
markets stabilise.
d. Outlook
Overall, the outlook is muted as most customers are experiencing fewer footfalls in
stores due to lockdowns / covid restrictions. On the manufacturing side, sustained
increase in raw material costs such as yarn and fuel are causing prices to rise thereby
making products from India expensive to source in the short to medium term.
e. Risk and concerns
Compliances are very much in place for overall required international expectations.
f. Internal control systems and adequacy
As an extension of above, there is a machinery function to regulate and control the
expected parameters in the job work environment to ensure a first class work situation and
consequent quality output.
g. Discussion on financial performance with respect to operational performance.
Against an emerging market and consequent changes of product movements, we too have had
to go through a different product mix to flow along with. The impact, financial and / or
otherwise, is being investigated.
h. Material development in Human Resources / Industrial relation front including number
of people employed
In the field that we are in it is a must that we tune well with the changes around us
which not only mean changes in product lines as required but also realignment of the human
resources available in order that the Company moves ahead in the competitive environment.
i. Cautionary Statement
The statements in the Management Discussion and Analysis Report describing the
Company's objectives, projections, estimates, expectations may be Forward looking
statements' within the meaning of the applicable laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make
a difference of the Company's operations include economic demand/supply and price
conditions in the domestic and overseas markets for Company's products, changes in the
Government regulations, tax laws, other statutes and incidental factors.
7. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY
The Company has an adequate internal control system including suitable monitoring
procedures commensurate with its size and the nature of the business. The internal control
systems provide for all documented policies, guidelines, authorization and approval
procedures. The statutory auditors while conducting the statutory audit, review and
evaluate the internal controls and their observations are discussed with the Audit
Committee of the Board.
8. CHANGE IN NATURE OF BUSINESS
The company continues to undertake activity in garment manufacturing during the year
under review there is no change in the nature of its business.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of the report.
10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has no subsidiary or joint venture company. During the financial year under
report, no company has become / ceased to be subsidiary or Joint Venture Company.
11. CORPORATE GOVERNANCE
The Company is exempt under Regulation 27 (2) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23
does not contain the Corporate Governance Report. Further, as and when the company falls
under the applicability to provide Corporate Governance Report, the company will comply
with the same. Refer Annexure A.
12. EXTRACT OF ANNUAL RETURN
In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and
Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual
Return in Form MGT-7 is placed on the website of the Company as part of Company's Annual
Report 2022-23 at the following web link http://www.spiceislandsapparelslimited.in
MGT-7_2022-23.pdf
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
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.
14. BOARD OF DIRECTORS
Your Company's Board is duly constituted and is in compliance with the requirements of
the Act, the Listing Regulations and provisions of the Articles of Association of the
Company. Your Board has been constituted with requisite diversity, wisdom, expertise and
experience commensurate to the scale of operations of your Company.
Sr. No. Name of the Director |
|
Category |
1 Mr. Umesh Mohan Katre |
Chairman & Director |
|
2 Ms. Seema Umesh Katre |
Wholetime Director |
|
3 * Mr. Nilesh S. Shevade |
Independent Director |
|
4 Mr. Neeraj Madhukar Desai |
Independent Director |
|
5 ** Mr. Milind Sitaram Desai |
Additional Director & Non-Executive independent
Director |
*Mr. Nilesh S. Shevade (Din No.: 03184426) has given resignation as Non-Executive
Independent Director of the company w.e.f. the closure of business hours on April 19,
2023.
**Mr. Milind Sitaram Desai (Din No.: 00326235) appointed as an Additional Director
& Non-Executive Independent Director of the company w.e.f. April 18, 2023.
Ms. Seema Umesh Katre, Director retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers herself for re-appointment.
Mr. Neeraj M. Desai and Mr. Nilesh S. Shevade who are independent directors have
submitted a declaration that each of them meets the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations and there has
been no change in the circumstances which may affect their status as independent directors
during the year.
The Board at its Meeting held on April 18, 2023 has appointed Mr. Milind Sitaram Desai
as the Additional & Non-Executive Non Independent Director of the Company for a period
of 5 years commencing from April 18, 2023 to April 17, 2028.
None of the directors of the Company are debarred from holding the office of Director
by virtue of any SEBI order or order by any other competent authority.
In the opinion of the Board, the independent directors possess appropriate balance of
skills, experience and knowledge, as required.
Brief resume and other relevant details of the Directors proposed to be appointed /
re-appointed are given in the Explanatory.
I. KEY MANAGERIAL PERSONNEL (KMP)
During the financial year under report, the following persons were the Key Managerial
Personnel of the Company.
Sr. No. |
Name of the KMP |
Designation |
1 |
Ms. Seema Umesh Katre |
Whole-time Director |
2 |
Mr. Sunil Dattatraya Joshi |
Company Secretary & Compliance Officer |
|
(resigned w.e.f February 15, 2023) |
|
3 |
Ms. Surbhi Pachori (appointed w.e.f |
Company Secretary & Compliance Officer |
|
February 15, 2023) |
|
4 |
Mr. Sandeep Vishwanath Khedekar |
CFO |
ii. NUMBER OF MEETINGS AND ATTENDANCE:
The Company sends notice of meetings of the Board well in advance so as to allow the
Directors to block their calendars. There were five meetings of the board viz. May 27,
2022, August 10, 2022, September 02, 2022, November 11, 2022 and February 08, 2023 held
during the year, details which is required pursuant to Section 134(3)(b) of the Companies
Act, 2013 are given as under:
15. COMPOSITION OF COMMITTEES AND ATTENDANCE:
A. AUDIT COMMITTEE:
The Audit committee (AC) has been re-constituted by the Board on April 20, 2023. Mr.
Nilesh S. Shevade has resigned as Director of the Company and Member of the Audit
Committee and inducting Mr. Milind Sitaram Desai, Independent Director as new member of
the committee. Now, Audit Committee of the Board comprises w.e.f April 20, 2023, is as
below:
Sr. No. |
Name of Members |
Designation |
Position |
1 |
Mr. Neeraj M. Desai |
Independent Director |
Chairman |
2 |
Mr. Umesh Mohan Katre |
Promoter Non-ExecutiveDirector |
Member |
3 |
Mr. Milind Sitaram Desai |
Additional Director (Non- Executive & Independent) |
Member |
All recommendations made by the Audit Committee were accepted by the Board during the
year 2022-23.
Pursuant to provision of Section 177 of the Companies act 2013, during the year under
review, four meetings were held on May 27, 2022, August 10, 2022, November 11, 2022 and
February 08, 2023. The attendance record of the members at the meeting was as follows:
Sr. No. |
Name of Members |
|
Designation |
Attendance |
1 |
Mr. Neeraj M. Desai |
Chairman |
|
3 |
2 |
Mr. Nilesh S. Shevade |
Member |
|
4 |
3 |
Mr. Umesh Mohan Katre |
Member |
|
4 |
Note : Mr. Nilesh S. Shevade ceased to be a member w.e.f. a April 19, 2023 and Mr.
Milind Sitaram Desai has been inducted as member of the Committee w.e.f. April 20, 2023.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on
April 20, 2023. Mr. Nilesh S. Shevade has resigned as Director of the Company and Member
of the Nomination and Remuneration Committee and inducting Mr. Milind Sitaram Desai,
Independent Director as new member of the committee. Now, Nomination and Remuneration
Committee of the Board comprises w.e.f April 20, 2023 is as below:
Sr. No. |
Name of Members |
Designation |
Position |
1 |
Mr. Neeraj M. Desai |
Independent Director |
Chairman |
2 |
Mr. Umesh Mohan Katre |
Promoter Non-ExecutiveDirector |
Member |
3 |
Mr. Milind Sitaram Desai |
Additional Director |
|
|
|
(Non- Executive & Independent) |
Member |
The Nomination and Remuneration Committee and this Policy shall be in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
(as may be amended from time to time). Emphasis is given to persons from diverse fields or
professionals
Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year
under review, 2 meeting were held on September 02, 2022 and February 08, 2023. The
attendance record of the members at the meeting was as follows:
Sr. No. |
Name of Members |
|
Designation |
Attendance |
1 |
Mr. Neeraj M. Desai |
Chairman |
|
1 |
2 |
Mr. Nilesh S. Shevade |
Member |
|
1 |
3 |
Mr. Umesh Mohan Katre |
Member |
|
1 |
Note : Mr. Nilesh S. Shevade ceased to be a member w.e.f. April 19, 2023 and Mr. Milind
Sitaram Desai has been inducted as member of the Committee w.e.f. April 20, 2023.
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee review and ensures redressal of investor
grievances. The Stakeholders Relationship Committee currently comprises of is as below:
Sr. No. |
Name of Members |
Designation |
Position |
1 |
Mr. Neeraj M. Desai |
Independent Director |
Chairman |
2 |
Mr. Umesh Mohan Katre |
Promoter Non-ExecutiveDirector |
Member |
3 |
Mr. Seema Umesh Katre |
Executive Director |
Member |
This Committee functions in the manner and deals with the matters specified in Part D
of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. The committee monitors share transfers, transmissions and other shareholders related
activities including redressal of investor grievances.
Pursuant to provision of Section 178(5) of the Companies act 2013, during the year
under review, 1 meeting was held on February 08, 2023. The attendance record of the
members at the meeting was as follows:
Sr. No. |
Name of Members |
|
Designation |
|
Attendance |
1 |
Mr. Neeraj M. Desai |
Chairman |
|
1 |
|
2 |
Ms. Seema Katre |
Member |
|
1 |
|
3 |
Mr. Umesh Mohan Katre |
Member |
|
1 |
|
D. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors Committee has been re-constituted by the Board on April 20,
2023. Mr. Nilesh S. Shevade has resigned as Director of the Company and Member of the
Nomination and Remuneration Committee and inducting Mr. Milind Sitaram Desai, Independent
Director as new member of the committee. Now, Independent Directors Committee of the Board
comprises w.e.f April 20, 2023 is as below
Sr. No. 1 |
Name of Members Mr. Milind Sitaram Desai |
Designation Additional Director |
Attendance Chairman |
|
|
|
(Non- Executive & Independent) |
|
2 |
Mr. Neeraj |
M. Desai |
Independent Director |
Member |
The meeting of Independent Directors' of the Company was held on February 08, 2023
wherein Mr. Neeraj M. Desai and Mr. Nilesh S. Shevade both participated.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from the Independent Directors
confirming that they meet the criteria of independence as prescribed under the Act and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations") and they have registered their names in the Independent
Director's Data Bank. The Independent Directors are in compliance with the Code of Conduct
prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the
Company.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION
POLICY
The Board has adopted, on recommendation of the Nomination and Remuneration Committee,
a policy for selection and appointment of Directors, Senior Management and their
remuneration in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement (as may be amended
from time to time).
18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:
The Company has in place a policy relating to the remuneration of the Directors, KMP
and other employees of the Company. The policy is available on the website of the Company
at http://www.spiceislandsapparelslimited.in on_Board_Diversity.PDF
19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted by
the Company and is put up on the website of the company
http://www.spiceislandsapparelslimited.in Director.PDF. All new Independent Directors
(IDs) included in the Board are presented with an overview of the Company's business
operations, products, organization structures and about the Board Constitutions and its
procedures.
20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of
Schedule II to the Listing Regulations Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship, and Corporate Social Responsibility Committees and
that of the individual Director.
The evaluation process covered the aspects which included Board structure and
composition, frequency of Board meetings, participation in the long term strategic
planning, contribution to and monitoring of corporate governance practices and the
fulfillment of Directors' obligation and fiduciary responsibilities, including but not
limited to, active participation at the Board and committee meetings. The result of the
evaluation is satisfactory and meets the requirement of the Company.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.
22. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
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;
23. AUDITORS
a) Statutory Auditors
Ashok Pandit & Co, Chartered Accountants (ICAI Firm Registration 100674W) were
appointed as the Statutory Auditors of the Company in the 33rd Annual General meeting for
term of 5 years till the conclusion of 38th Annual General Meeting of the Company, at a
remuneration to be decided by the Board of Directors in consultation with the Auditors.
However, they have tendered their resignation to act as the statutory auditors of the
Company with effect from August 14, 2023.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or
the Board under Section 143(12) of the Act.
To fill up this casual vacancy, the Board of Directors in its meeting held on August
17, 2023 have approved the appointment of Sachin Phadke And Associates, Chartered
Accountants, Mumbai (Firm Registration No.: 133898W), as the Statutory Auditors of the
Company till the conclusion of ensuing Annual General Meeting. Your Company has received
an eligibility letter from the Auditors for their appointment in accordance with Sections
139 and 141 of the Act. Necessary resolutions have been put in the ensuing Annual General
Meeting for getting approval of shareholders for appointment done in casual vacancy and
also for further appointment for the term of 1 year from the conclusion of Annual General
Meeting.
b) Secretarial Auditor
Alok Khairwar, Company Secretaries (Membership No.: F10031, Mumbai were appointed as
Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial
year 2022-23. The Secretarial Audit Report for the financial year 2022-23, Form MR-3,
contain qualification, reservation and adverse remark and is annexed to this report as
Annexure-B.
Further, the Board of Directors has approved the appointment of Alok Khairwar, Company
Secretaries (Membership No.: F10031 as Secretarial Auditors at their meeting held on May
30, 2023 for conducting the Secretarial Audit of the Company for the financial year
2023-24.
c) Internal Auditors
The Board has appointed P. D. Chopda & Co. Chartered Accountants, as Internal
Auditors of your company for the financial year 2022-23. The Board has re-appointed P. D.
Chopda & Co. Chartered Accountants, as Internal Auditors of the Company for the
financial year 2023-24. The report prepared by the Internal Auditors is to be reviewed by
the Statutory Auditors & Audit Committee of the company.
24. PERSONNEL AND RELATED DISCLOSURES
The Board of Directors wishes to express their appreciation to all the employees for
their outstanding contribution to the operations of the company. Pursuant to the
provisions of the Companies (Appointment & Remuneration of Managerial Personnel) rules
2014, no employee is drawing remuneration in excess of the prescribed limits. Your company
also appreciates that revenue and profit growth cannot take place without the right
equality of people. To that effect, your company has undertaken a series of measures that
ensures the most appropriate people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, are provided in
"Annexure-C" forming part of the Annual Report.
25. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22
of the Listing
Regulations, your Company has a Whistle Blower Policy / vigil mechanism in place for
the Directors and Employees of the Company through which genuine concerns regarding
various issues relating to inappropriate functioning of the organization can be raised. A
Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also
in place. The Whistle Blower Policy has been uploaded on the website of the Company at
http://www.spiceislandsapparelslimited.in and is available at the link
http://www.spiceislandsapparelslimited.in.
The Policy provides access to the Legal Head of the Company and to the Chairman of the
Audit Committee. No person has been denied an opportunity to have access to the Vigil
Mechanism Committee and the Audit Committee Chairman.
26. BUSINESS RESPONSIBILITY REPORT
Your Company shall not be mandatorily required to submit Business Responsibility Report
for the year ended March 31, 2023 as stipulated under Regulation 34 of the SEBI Listing
Regulations, Provided that where the provision of the Act becomes applicable to the
Company at a later date, the Company shall comply with the requirements within stipulated
time from the date on which the provisions become applicable to the Company
27. RISK MANAGEMENT
Risk Management is the systematic process of understanding, measuring, controlling and
communicating organization's risk exposures while achieving its objectives. Risk
Management is an important business aspect in the current economic environment and its
objective is to identify, monitor and take mitigation measures on a timely basis in
respect of the events that may pose risks for the business. The Company's risk-management
strategy is to identify, assess and mitigate any significant risks. We have established
processes and guidelines, along with a strong overview and monitoring framework at the
Board and Senior Management levels.
The Board of Directors regularly review risks and threats and takes suitable steps to
safeguard its interest and that there is no element of risk identified that may threaten
the existence of the Company. The focus shifts from one area to another area depending
upon the prevailing situation.
28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Act and Rules framed thereunder with respect to the Company's nature of
business.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
All Related Party Transactions entered into by your Company during the Financial Year
2022-23, were on arm's length basis and in the ordinary course of business. There were no
material significant Related Party Transactions entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company. Requisite prior approval of the
Audit Committee of the Board of Directors was obtained for Related Party Transactions.
Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of
Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Pule 8({2) of the
Companies (Accounts) Pules, 2014 is not applicable. Attention of Shareholders is also
drawn to the disclosure of transactions with related parties set out in Note No. 54 of
Significant Accounting Policies, forming part of the Annual Report. None of the Directors
have any pecuniary relationships or transactions vis-a-vis the Company.
30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE
The Company has in place Prevention of Sexual Harassment Policy in line with the
requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy.
Your Directors 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.
31. HUMAN RESOURCES &INDUSTRIAL RELATIONS
The Company understands that employees are vital and valuable assets. The Company
recognizes people as the primary source of its competitiveness and continues its focus on
people development by leveraging technology and developing a continuously learning human
resource base to increase their potential and fulfil their aspirations.
The Company continued to maintain harmonious and cordial relations with its workers in
all its businesses during the year under report. Your company firmly believes that a
dedicated work force constitute the primary source of sustainable competitive advantage.
32. LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company has not given any loans or guarantees or made investments in contravention
of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans
and guarantees given and investments made by the Company are provided in the notes to the
financial statements.
33. EMPLOYEE STOCK OPTION
The company has not issued any Employee Stock Option.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time
regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo is given in the Annexure-D, forming part of the report.
35. CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with
Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for its Board of Directors and senior management and
employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code
is applicable to Directors and senior management and employees to such extent as may be
applicable to them depending upon their roles and responsibilities. The Code gives
guidance and support needed for ethical conduct of business and compliance of law. The
Code reflects the values of the Company viz. Customer Value, Integrity, one team and
Excellence.
A c o p y o f t h e C o d e h a s b e e n u p l o a d e d o n t h e C o m p a n y ' s w
e b s i t e a t http://www.spiceislandsapparelslimited.in . The Code has been circulated
to all the Directors and Management Personnel and its compliance is affirmed by them
annually. A declaration signed by the Company's Managing Director for the compliance of
this requirement is published in this Report.
36. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading
(Insider Code) as approved by the Company's Board. Any Insiders (as defined in Insider
Code) including designated employees & persons and their relatives are, inter-alia,
prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are
available with them. The Insider Code also requires pre-clearance for dealing in the
Company's shares and prohibits dealing in Company's shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.
37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANRUPCY CODE 2016
During the year under review, there were no applications made for proceedings pending
in the name of the company under the Insolvency Bankruptcy Code, 2016.
38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of the Company
Secretaries of India.
40. APPRECIATION AND ACKNOWLEDGEMENTS
The Board of Directors is pleased to place on record its appreciation for the continued
support received from all stakeholders including government, regulatory authorities and
financing institutions. Your Directors also wish to place on record their sincere
appreciation for the dedicated efforts and consistent contribution made by the employees
at all levels, to ensure that the Company continues to grow and success.