Your Directors have immense pleasure in presenting the 30th Annual Report on the business and operations of yourCompany, together with the Audited Financial Statements for the financial year ended on March 31, 2024.
The performance of the Company for the Financial Year ended March 31, 2024 is summarized as below:
Amount in Rupees
Particulars
F.Y.2023-24
F.Y.2022-23
Revenue from operations
1,45,69,100
-
Other Income
8,540
Less: Total Expenditure
1,39,25,263
11,28,276
Profit/(Loss) before Tax
6,43,837
(11,19,736)
Tax Expenses
NIL
Profit/(Loss) after Tax
The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS),notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisionsof the Companies Act, 2013.
Last year instead of manufacturing Company traded in socks and commodities and all the revenue from operation which isgenerated is from the same.
During the year under review, revenue from operations of the Company was Rs. 1,45,69,100/- as compared to NIL in theprevious financial year. During the year under review Company earned a profit of Rs. 6,43,837/- from the operations andother activities etc., and to achieve more positive results the Directors are putting in their best efforts to improve theperformance of the Company.
The Company endeavors to continue the tremendous growth rate. The Company's overall performance during the FinancialYear 2023-24 was robust resulting in improvement in all operational and financial parameters.
The paid-up Share Capital of the Company as on March 31, 2024 is mentioned below:
Paid up Equity Share Capital : Rs. 6,470,000
Paid up Preference Share Capital : Rs. 13,600,000
There was no change in authorized, issued, subscribed and paid up capital during the year.
Following the conservative approach to retain profits, your directors do not recommend payment of any dividend for thefinancial year ended on 31st March, 2024.
No amount is proposed to be transferred to general reserves for the financial year ended on March 31, 2024.
During the year under review, there was no associate, Joint Venture and Subsidiary Company.lyNNUALRETURN
In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) ofthe Companies Act, 2013, is hosted on the website of the Company at https://www.highstreetfilatex.in/asp/annual-returns.htm
Is^^^fmeetJ^ofboardofdirectors
Board meetings are conducted in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as "theAct") read with Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and SecretarialStandard-1.
The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/polic yand review the financial performance of the Company. The Board meetings are pre-scheduled and a tentative annualcalendar of the Board meetings is circulated to the Directors well in advance to facilitate the Directors to plan their sched ulesand to ensure meaningful participation in the meetings, further notice of each Board Meeting is given well in advance inwriting to all the Directors.
The agenda along with relevant notes and other material information are sent in advance separately to each Director. In caseof Business exigencies, if any, the Board's approval is taken through circular resolution except in the cases which has beenrestricted by the act, which is noted and confirmed at the subsequent Board meeting.
The Chief Financial Officer of the Company was invited to attend all the Board Meetings. Other senior managerial personnelare called as and when necessary to provide additional inputs for the items being discussed by the board.
• The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly andannual operating & financial performance of the Company and other business issues.
• The draft of the minutes prepared by Company Secretary is circulated among the Directors for theircomment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded inthe books within 30 days of meeting.
• Post meeting, important decisions taken are communicated to the concerned officials and department for the effectiveimplementation of the same.
The Board of Directors met to discuss and decide on Company's business policy and strength apart from other normal Boardbusiness. During the year 2023-24, Five (5) Board Meetings were held, and the intervening gap between the meetings waswithin the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, includingrelaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board ofIndia. The dates on which the said meetings were held are as follows:
01
Saturday, April 01, 2023
02
Thursday, May 25, 2023
03
Friday, August 04, 2023
04
Monday, November 06, 2023
05
Monday, January 29, 2024
Under the aegis of Board of Directors, several committees have been constituted and delegated powers for differentfunctional areas. The Board Committees are formed with approval of the Board and function under their guidance. TheseBoard committees play an important role in overall management of day-to-day affairs and governance of the Company. TheBoard committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensuregood governance, Minutes of the meetings are placed before the Board to take note.
Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:
I. Audit Committee
II. Stakeholders' Relationship Committee
III. Nomination and Remuneration Committee
These are briefly enumerated as under:
The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrustedwith the responsibility to supervise the Company's internal controls and financial reporting process. The Committee acts as alink between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.
The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members ofAudit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk andinternational finance. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Boardof Directors in fulfilling the Board's overall responsibilities.
The constitution of the Audit Committee is as under:
Name of Members
Designation
Mr. Raj Deep Ghiya*
Chairman (Independent Director)
Mr. Devendra Kumar Palod*
Member (Independent Director)
Mr. Rajneesh Chindalia*
*Further Mr. Raj Deep Ghiya, Mr. Devendra Kumar Palod and Mr. Rajneesh Chindalia, ceased to be the IndependentDirector and member of the committee w.e.f. March 31, 2024 and Mr. Sunil Kumar Bairwa Mr. Charan Singh appointed asAdditional Director (Independent ) and Ms. Prachi Sethia, appointed as Additional Director (Non-Executive) w.e.f. April01, 2024.
The Company has re-constituted the Audit Committee vide Board Resolution dated January 29, 2024 as per the applicableprovisions of the Section 177 of the Companies Act, 2013. The reconstituted Audit Committee comprises followingmembers:
Mr. Sunil Kumar Bairwa*
Mr. Charan Singh*
Ms. Prachi Sethia*
Member (Director)
The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per theSEBI Listing Regulations are as follows:
(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
(ii) review and monitor the auditor's independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors' report thereon;
(iv) approval or any subsequent modification of transactions of the Company with related party;
(v) scrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the Company, wherever it is necessary;
(vii) evaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters
(ix) review of internal audit reports relating to internal control weakness and discuss with internal auditors anysignificant findings and follow up thereon;
(x) reviewing the statements of significant related party transactions submitted by the management.
(xi) review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing thefunctioning of the same.
(xii) review and approve policy on materiality of related party transactions and also dealing with related partytransactions.
During the Financial Year 2023-24, 4(four) meetings of the Audit Committee were held. The necessary quorum was presentin all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company. The dates of themeetings are:
The table below provides the attendance of the Audit Committee members:
Name
Position
Category
No. of Audit Committee Meeting during the year
Held
Attended
Mr. Raj Deep Ghiya
Chairman
Non Executive(Independent Director)
4
Mr. Devendra KumarPalod
Member
Mr. Rajneesh Chindalia
The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), InternalAuditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committee's meetings. TheCompany Secretary of the Company acts as the Secretary to the Audit Committee.
All the recommendations of the Audit Committee was accepted by the Board during the year.
The Stakeholders Relationship Committee is duly constituted in accordance with Section section 178(5) of the Act. TheStakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders'/ investors'complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of AnnualReport, non-receipt of dividend etc.
This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures foroverall improvement in the Quality of Investor services. The Company has always valued its customer relationships.
Constitution of the Committee is as under:
The Company has re-constituted the Stakeholders Relationship Committee vide Board Resolution dated January 29, 2024as per the applicable provisions of the Section 178(5) of the Companies Act, 2013. The reconstituted StakeholdersRelationship Committee comprises following members:
The Stakeholders' Relationship Committee specifically looks into various issues of the Shareholders such as:
1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimeddividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders ofthe Company.
During the year 2023-24, 01 (one) meeting of the committee was held on Monday, January 29, 2024. The necessary
quorum was present in the meeting. The Committee Meeting is usually held at the registered office of the Company.
The table below provides the attendance of the Stakeholders' Relationship Committee members:
No. of Stakeholder RelationshipCommittee Meeting during the year
1
• No. of Complaints received and solved during the year-
Q1- Nil, Q2- Nil, Q3- Nil, Q4- Nil• No pending complaints were there as on March 31, 2024.
Company Secretary of the Company acts as the Secretary of the Committee.
The Nomination and Remuneration Committee has been constituted by the Company in terms of the provisions of Section178 of the Act. The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commissionand finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other SeniorEmployees.
Mr. Rajneesh Chindalia *
Mr. Raj Deep Ghiya *
The Company has re-constituted the Nomination and Remuneration Committee vide Board Resolution dated January 29,2024 as per the applicable provisions of the Section 178 of the Companies Act, 2013. The reconstituted Nomination andRemuneration Committee comprises following members:
The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining theremuneration package while striking a balance between the interest of the Company and the shareholders.
The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following -
1) formulation of the criteria for determining qualifications, positive attributes and independence of a director andrecommend to the board of directors a policy relating to, the remuneration of the directors, key managerialpersonnel and other employees;
2) formulation of criteria for evaluation of performance of independent directors and the board of directors;
3) identifying persons who are qualified to become directors and who may be appointed in senior management inaccordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
4) whether to extend or continue the term of appointment of the independent director, on the basis of the report ofperformance evaluation of independent directors.
5) recommend to the board, all remuneration, in whatever form, payable to senior management.
Nomination and Remuneration Committee Meetings and attendance - The necessary quorum was present in all the
meetings. The Nomination and Remuneration Committee Meetings are usually held at the registered office of the Company.During the Financial Year 2023-24, 03 (three)meetings were held:-
The table below provides the attendance of the Nomination and Remuneration Committee members:
No. of Nomination & RemunerationCommittee Meeting during the year
3
Mr. Devendra Kumar Palod
During the year under review, the Company has not given any loans or guarantee or provided security in connection with aloan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.
All the related party transactions that were entered during the financial year are done on arm's length basis and in theordinary course of business. Relevant Form (AOC-2) for disclosure of particulars of contracts/arrangements entered into bythe company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given as"Annexure-1" to this Report.
The policy on dealing with and materiality of Related Party Transactions has been placed on the Company's website and canbe accessed through the following link:
http://www.highstreetfilatex.in/asp/Policv on Related PartvTransaction.pdfH2. MATERIAL CHANGES AND COMMITMENTS
There were no material changes occurred and commitments that took place between the end of the financial year to whichthe financial statements relate and the date of this Report which can affect the financial position of the Company.
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed bythe regulators or courts or tribunals impacting the going concern status and Company's operations in future.
In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act,Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance andeffectiveness of the policy and procedure. Company has a well-established Risk Management framework in place foridentification, evaluating and management of risks, including the risks which may threaten the existence of the Company. Inline with Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organizedapproach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor therisks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through aproperly defined framework. The detailed risk management policy of Company is available on the following weblink:http://highstreetfilatex.in/asp/Policy on Risk Managment.pdf
An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board playsa crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that theCompany has clear goals aligned to the shareholders' value and growth. The Board critically evaluates strategic direction ofthe Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interestsof the shareholders and society at large. The Board is duly supported by the Key Managerial Personnel and SeniorManagement Personnel in ensuring effective functioning of the Company.
The Composition & category of the Directors along with their attendance at Board Meetings, previous AGM & Shareholdingsas on March 31, 2024 are given below:-
S.
No.
Name of theDirector
No. of Board Meetings
Attendanceat Last AGMheld onSeptember22, 2023
No of
Shares
held
% ofholding
Held duringthe tenure
1.
Mr. Bhagwan Singh
Chairman &Whole TimeDirector
5
YES
6299
0.97
2.
Mrs. Aishwarya Sethia
Director & CFO
7,497
1.16
3.
Independent
Director
4.
5.
Mr. RajneeshChindalia
The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enablesthe Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its sizeand composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold officeas a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of morethan ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of theDirector is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies inwhich he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors asprescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on thewebsite of the Company.
The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Boardconducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism anddecision making processes to be followed. During the year under review,
Mr. Bhagwan Singh (DIN: 02305246), Chairman & Whole Time Director of the Company who retired by rotation inthe Annual General Meeting of the Company held on 22nd September, 2023 being eligible, was re-appointed with theapproval of Members.
Ms. Prachi Sethia (DIN: 05308293) was appointed as an Additional Director (Non-Executive) of the Company inaccordance with section 161 of the Companies Act, 2013 with effect from April 01, 2024 to hold office upto the dateof ensuing Annual General Meeting in the Board Meeting of the company held on Monday, January, 29, ,2024.
The Company has received a notice in writing from a member proposing the candidature of Ms. Prachi Sethia as aDirector on the Board of the Company. Further, the Board of Directors recommended the appointment of Ms. PrachiSethia as the Director, liable to retire by rotation, to the Members at the ensuing AGM.
Mr. Devendra Kumar Palod (DIN: 00082459), Mr. Raj Deep Ghiya (DIN: 00082495) and Mr. Rajneesh Chindalia(DIN: 00050984) have ceased to be Directors of the Company w.e.f. March 31, 2024 upon completion of theirsecond term as Independent Directors.
• Mr. Sunil Kumar Bairwa (DIN: 06791053) was appointed as an Additional Director (Independent) of the Company inaccordance with section 161 of the Companies Act, 2013 at their meeting held on Monday, January, 29, ,2024 witheffect from April 01, 2024 to hold office of Director till the conclusion of the ensuing Annual General Meeting. Mr.Sunil Kumar Bairwa is a B.A. Graduate. He has experience of more than 10 years in the field of Production. Hepossessed detailed practical Knowledge and expertise in his field.
The Company has received a notice in writing from a member proposing the candidature of Mr. Sunil Kumar Bairwa
as an Independent Director on the Board of the Company. Further, the Board of Directors recommended the
appointment of Mr. Sunil Kumar Bairwa as Independent Director, not liable to retire by rotation, to the Shareholdersat the ensuing AGM.
• Mr. Charan Singh (DIN: 06804838) was appointed as an Additional Director (Independent) of the Company in
accordance with section 161 of the Companies Act, 2013 at their meeting held on Monday, January, 29, ,2024 witheffect from April 01, 2024 to hold office of Director till the conclusion of the ensuing Annual General Meeting. Mr.Charan Singh is a B.A. Graduate. He has experience of more than 20 years in the field of General Management.
The Company has received a notice in writing from a member proposing the candidature of Mr. Charan Singh as an
Independent Director on the Board of the Company. Further, the Board of Directors recommended the appointmentof Mr. Charan Singh as Independent Director, not liable to retire by rotation, to the Shareholders at the ensuingAGM.
Mrs. Mansi Jain (M. No. 55030) who possess requisite qualification as prescribed under the [Appointment andQualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of thecompany with effect from April 01, 2023 fulfilling the requirements of Section 203 of the Companies Act, 2013 andrules made there under and as per Regulation 6(1) of SEBI Listing Regulations.
Except aforesaid changes, no other changes took place in the directors and KMP of the company duringthe year under review. Further, the following changes took place after the closure of financial year andtill the date of this report:
Mrs. Mansi Jain (M. No. 55030), Company Secretary and Compliance Officer of the company has tenderedresignation from the said designation with effect from April 10, 2024. The Board places on record its appreciationfor the services rendered by her during her tenure. Further, she ceases to be associated with the company and isrelieved from the duties of a Company Secretary and Compliance Officer.
Mrs. Bhavna Giamalani (M. No. 56103) who possess requisite qualification as prescribed under the [Appointmentand Qualification of Secretary] Rules, 1988 was appointed as the Company Secretary & Compliance Officer of thecompany by the Board of directors following the recommendation of the Nomination and Remuneration Committeewith effect from July 08, 2024 fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules madethere under and as per Regulation 6(1) of SEBI Listing Regulations.
The Board of Directors in their meeting held on August 09, 2024 after looking at his good performancerecommended the re-appointment of Mr. Bhagwan Singh (DIN:02305246) as Chairman and Whole-time Director ofthe Company for a period of 3 years with effect from September 10, 2024 till September 09, 2027 liable to retire byrotation, to the Shareholders at the ensuing AGM.
Detailed profile of Mr. Bhagwan Singh pursuant to Schedule V to the Act, Regulation 36 (3) of Listing Regulationsand relevant provisions of Secretarial Standard on General Meetings is furnished as Annexure A to the notice callingAnnual General Meeting of members of the Company.
c) Re-appointment of Directors liable to retire by rotation ay the ensuing AGM:
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs.Aishwarya Sethia (DIN: 02979618), Director & CFO of the Company will retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible, has offered herself for re-appointment.
The Board recommends her re-appointment to the Members in the ensuing Annual General Meeting.
i16^CLARATION«Fii^EiDiiCIIYiiDiPSiDiiiBiRiiTORB^^^^^^^^^™
The Company has received declarations from all the Independent Directors confirming that they meet the criteria ofindependence as prescribed under the provisions of the Act, read with the schedule IV and Rules issued thereunder, as wellas clause (b) of the sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations. Independent Directors have compliedwith the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have confirmed thatthey are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair orimpact their ability to discharge their duties and that they are independent of the management.
The independent directors have also confirmed compliance with the provisions of Rule 6(1)&(2) of Companies (Appointmentand Qualification of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independentdirectors. Accordingly, they are required to pass online proficiency self-assessment test for Independent Director's Databankwithin a period of two years from the date of inclusion of their name in the data bank.
In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and ListingRegulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisionsof the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
Further, the particulars of the borrowings by the Company from its directors are provided in the financial statements. (Pleaserefer to Note. 9 in the Financial Statements).
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during thefinancial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies(Accounts) Rules 2014, are given to the extent applicable in "Annexure- 2" forming part of this report.
M/s R Sogani & Associates, Chartered Accountants, Jaipur (FRN: 018755C) was appointed as the Statutory Auditors of theCompany to hold office for a term of five years from the conclusion of the 25th AGM of the Company held on 27thSeptember, 2019, till the conclusion of the 30th AGM of the Company to be held in the year 2024.
Accordingly, the tenure is being concluded in the AGM to be held on 20th September, 2024 in the calendar year 2024. Inview of expiration of their tenure, it was recommended by the Audit Committee for re-appointment of M/s R Sogani &Associates, Chartered Accountants for second consecutive term of five years.
Based on the recommendation of the Audit Committee, the Board recommends to the shareholders, the re-appointment ofM/s. R Sogani & Associates for the second consecutive term of five years from the conclusion of the 30th Annual GeneralMeeting till the conclusion of the 35th Annual General Meeting of the Company to be held in calendar year 2029
Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has receivedcertificate from the Auditors to the effect that they are not disqualified under the provisions of applicable laws and also thatthere are no pending proceedings against them or any of their partners with respect to professional matters of conduct. Asrequired under Regulation 33 of the SEBI Listing Regulations, the Statutory Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Board has duly received the Statutory Auditor's Report on the financial Statements of the Company for the financial yearended March 31, 2024. The Report given by the Auditors on the financial statements of the Company is forming part of theAnnual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in theirReport and the observations made by the Auditors are self -explanatory and have been dealt with in Independent AuditorsReport & its annexures and hence do not require any further clarification.
Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section143(12) of the Act.
Ijl^SECRETARIALAUDITOR&SECRETARIALAUDITREPORT^^^^^^^^^^*
The Board of Directors of the Company has appointed M/s V. M. & Associates (FRN: P1984RJ039200) Company Secretaries,Jaipur as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year2023-24.
A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarialaudit of the Company for the financial year ended on 31st March, 2024 is given in " Annexure-3" to this Report and does notcontain any qualification, reservation or adverse remark.
Further, the Company has received consent and eligibility certificate from M/s V. M. & Associates, Company Secretaries,Jaipur to act as Secretarial Auditors for the F.Y. 2024-25. The Board in its meeting held on 09th August, 2024 has re¬appointed M/s V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company to carry outsecretarial audit for the Financial Year 2024-25.
During the financial year 2023-24, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.
Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company isrequired to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. The InternalAudit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee andBoard of Directors.
As per the requirements of the Act, Company had appointed Mrs. Padmini Palod, Chartered Accountant (Membership No.074922) as the Internal Auditor of the Company for the financial Year 2023-24 for conducting Internal Audit.
The Internal Auditor's Report for the financial year ended on 31st March, 2024 are free from any qualification, reservation,observation and adverse remark.
In compliance with the aforesaid requirements, the board has re-appointed CA Padmini Palod as internal auditor to conductthe Internal Audit of the Company for the Financial Year 2024-25.
During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.
Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI Listing Regulations, Companies having paid up equityshare capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previousfinancial year are not required to comply with the provisions of Regulation 27 of the SEBI Listing Regulations.
As per the Audited Financial Statements of the Company the paid-up Equity Share and Net worth does not exceed the limitas mentioned above; hence compliance with the provisions of the Corporate Governance is not applicable to the Company.
However, your Company has complied with all the disclosures and requirements which are applicable under all the rules,regulations for the time being in force.
In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Reportgiving details of overall industry structure, developments, performance and state of affairs of Company's business forms anintegral part of this Report as "Annexure-4".
None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) ofthe Act read with rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014(as amended)during the year under review.
Information as required by the provisions of Section 197 of the Act, read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014, is given under:
Bhagwan Singh
Aishwarya Sethia
Mansi Jain
Age
42 years
33 years
29 years
Designation of the Employee
Chairman & Whole¬Time Director
Director & ChiefFinancial Officer
Company Secretaryand Compliance Officer
Qualification
B.A.
B.Com, Master's inInnovation andEntrepreneurship
CS, LLB and B.Com.
Remuneration received for the year
Rs. 1,20,000/-
Rs. 30,000/-
Rs. 6,45,194/-
Date Of Commencement of Employment inthe Company
September 10, 2013
August 13, 2019
April 01, 2023
Experience
11 years
5 years
6 years
Nature of Employment whether contractualor otherwise
Contractual
Other
Percentage of the Shareholding held in theCompany by the employee along with thespouse and dependent children
6299 Shares (0.97%)
7497 Shares(1.16%)
Name of Director/Manager of whom suchemployee is a relative
Ms. Prachi Sethia
Last Employment
HR at High StreetFashions Limited
Company Secretary atShree Hari AgroIndustries Limited
The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of subsection 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are forming part of this report as " Annexure-5".
During the period under review, the Company has complied with all the mandatory requirements of the SEBI ListingRegulations and other applicable regulations.
|27^mnationandremunerationpolicy^^^^^^^^^^^^^^H
This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key ManagerialPersonnel (the "KMP") and the Senior Management Personnel of High Street Filatex Limited (the "Company").
This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto andincludes formal evaluation framework of the Board. The company's Nomination & Remuneration policy includes director'sappointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director.
The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the Board of Directorsof the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior managementpositions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.
The salient features of the Nomination and Remuneration policy are as follows:
Part A covers the matters to be dealt with, perused and recommended by the Committee to the Board:
Part B covers the appointment including re-appointment and removal of Director, KMP and senior management: and
Part C covers the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to
performance is clear and meets appropriate performance benchmarks.
The policy is also available on the website of Company at http://www.highstreetfilatex.in/asp/nomination-and-remuneration-policv.pdf.
The parameters for the performance evaluation of the Board, inter alia, include performance of the Board on deciding longterm strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handlingcritical and dissenting suggestions, etc., and such evaluation was done by the means of questioners circulated to all thedirectors.
The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of theBoard, domain knowledge, vision, strategy, etc.
The Chairman of the respective Committees based on the feedback received from the committee members on the outcome ofperformance evaluation exercise of the committee, shares a report to the Board.
The Act and the SEBI Listing Regulations stipulates the performance evaluation of the Directors including Chairman, Boardand its Committees. Considering the said provisions, the Company has devised the process and the criteria for theperformance evaluation which has been recommended by the Nomination & Remuneration committee and approved by theBoard.
During the year the Board of Directors has carried out an annual performance evaluation of its own performance, boardcommittees and Individual Directors based on an indicative list of factors.
The process for formal annual performance evaluation is as under:
• Independent Directors of the Company at their separate meeting evaluates the performance of Whole Time Director, Non -Executive Directors, Chairman of the Company and the Board as a whole.
• The Board evaluates the performance of the all Directors.
• The Board evaluated the performance of Board Committees.
• Nomination & Remuneration Committee evaluate/ review the performance of each Director recommendsappointment/reappointment/ continuation of Directors to the Board. Based on the recommendation of Nomination &Remuneration Committee, Board will take the appropriate action.
The criteria for performance evaluation are as under:
Participation at Board / Committee Meetings, Managing Relationship, Knowledge and skill, Personal attributes, Complianceand Corporate Governance; Leadership; Strategy Formulation, Strategy Execution, Financial Planning/Performance,Relationships with the Board, Human Resource Management and Succession Planning, Personal Qualities, Resources andConduct of Meetings.
Composition and Diversity; Strategic Foresight, Value Creation, Process and Procedures, Oversight of the Financial ReportingProcess and Internal Controls, Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring ofbusiness activities, Understanding of the business of the Company and Regulatory environment; Contribution to effective
corporate governance and transparency in the Company's Operations; Deliberations/decisions on the Company's strategies,policies, plans and guidance to the Executive Management.
Performance Evaluation of Committees
The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in theCommittee; Understanding of regulatory environment and developments; Interaction with the board.
|29^gilmechanism/whistle^owerpolicy^^^^^^^^^^^^^H
The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board ofDirectors of the Company in compliance with the provisions of Section 177(10) of the Act.
The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Anyincidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employeesare encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access tothe Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail themechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel havebeen denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available onthe following web link: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.
The Company's internal financial control framework is commensurate with the size and operations of the business and is inline with requirements of the Act. The Company has laid down Standard Operating Procedures and policies to guide theoperations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down bythe management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues.The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.
The Company has in place adequate internal financial controls with reference to financial statements. During the year, suchcontrols were tested and no reportable material weaknesses in the design or operation were observed.
i31^MPLjANCE|wiTHSECREiA£jAL^iA^iDH^^^^^^^^^^^^^H
The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects ofcorporate law and practices. The Company has complied with all the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.
The Company has adopted a Code of Conduct for all the employees including the members of the Board and SeniorManagement Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance with thesaid code of conduct for the financial year 2023-24.
The Code has been posted on the website (www.highstreetfilatex.in) of the Company. The Code can be accessed through thefollowing link :http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.
The Company's Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.
The Company conducts sessions for employees across the organization to build awareness amongst employees about thePolicy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company has complied withthe provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees arecovered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.
During the Financial Year 2023-24, no complaint of sexual harassment was received by the Company details/particulars forthe same are as follows:
No. of Complaints
No. of Complaints Pending at the Beginning of the Year
0
No. of Complaints Received and Resolved during the Year
No. of Complaints Pending at the End of the Year
The Company is committed to providing a safe and conducive work environment to all of its employees and associates.
Pursuant to the requirement under section 134(5) of the Act with respect to Directors' Responsibility Statement, yourdirectors confirm that:
a) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accountingstandards and Schedule III of the Companies Act, 2013, have been followed and that no material departures havebeen made from the same;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profits of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls for the Company and such internal financial controls are adequateand operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.
There is no agreement entered into as mentioned in Clause 5A of Para A of Part A of Sch III of Listing Regulations.
Other disclosures with respect to Board's Report as required under the Act, Rules notified thereunder and Listing Regulationsare either NIL or Not Applicable.
|3^ACKNOWLEDG|M|NT/APPRECIATION^^^^^^^^^^^^^^^H
The Board of Directors place on record their deep appreciation to employees at all levels for their hard work, dedication andcommitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its Brand withinthe sector.
The Board places on record its appreciation for the support and co-operation to Company has been receiving from itssuppliers, distributors, retailers and others associated with it as its trading partners. Company looks upon them as partnersin its progress and has shared with them the rewards of growth. It will be Company's endeavor to build and nurture stronglinks with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumerinterests.
The Board of Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government andRegulatory Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of DirectorsFor High Street Filatex Limited
Sd/- Sd/-
Bhagwan Singh Aishwarya Sethia
Chairman & Whole Time Director Director & CFO
DIN: 02305246 DIN:02979618
Date: August 09,2024 Registered Office: B-17, IInd Floor ,
Place: Jaipur 22 Godam Industrial Area
Jaipur -302006(Rajasthan)