Dear Members,
The Board of Directors are pleased to present the Company's Thirty
Eightth Annual Report and the Company's audited financial statements for the financial
year ended March 31, 2023.
1. FINANCIAL PERFORMANCE
The audited financial statements of the Company as on March 31, 2023
are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies
Act, 2013 ("Act").
The summarized financial highlight is depicted below:
(Rs. In Lacs)
Particulars |
2022-23 |
2021-22 |
Sales & Other Income |
102049.18 |
87866.85 |
Total Expenditure excluding finance cost
& depreciation |
94821.19 |
81554.94 |
Earning before Finance Cost, Depreciation
& Tax |
7227.99 |
6311.91 |
Less: Finance Cost |
4407.20 |
4280.41 |
Depreciation & Amortization Expenses |
907.38 |
861.34 |
Profit before Tax and extraordinary items |
1913.41 |
1170.16 |
Exceptional & Extraordinary items |
0 |
0 |
Profit before Tax |
1913.41 |
1170.16 |
Current Tax |
(593.87) |
(424.00) |
Deferred Tax |
58.64 |
78.28 |
Tax Relating to Earlier Year Tax |
0 |
0 |
Profit (Loss) for the Year |
1305.45 |
824.45 |
Basic & Diluted Earnings Per Equity
Shares of Face Value of Rs. 10/- each. (In Rs.) |
4.31 |
2.68 |
2. PERFORMANCE HIGHLIGHTS
The Company during the year under review has registered Total Income of
Rs. 102049.18lacs as against Rs. 87866.85 lacs in the previous year. The Company has
earned Profit Before Tax amounting to Rs. 1913.41 lacs during the year under review as
against Rs. 1170.16lacs lacs in the previous year. Net profit after tax for the current
year is Rs. 1305.45 lacs as compared to Rs. 824.45lacs in the previous year.
The company continues to retain and reinforce its market leadership in
the allocated segments in which it operates. There are no material changes or commitments
affecting the financial position of the company which have occurred between the end of the
financial year and the date of this report.
3. DIVIDEND
The Board considering the Company's performance and financial position
for the year under review, recommended a dividend pay-out of Rs. 0.5 per equity shares for
the year ended 2022-2023 subject to approval from the shareholder at the ensuing AGM. The
payment of final dividend is subject to the approval of the shareholders at the ensuing
Annual General Meeting (AGM) of the Company.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
4. UNPAID/UNCLAIMED DIVIDEND
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001, no amount of unpaid/unclaimed
dividends is due and were transferred during the year to the Investor Education and
Protection Fund.
5. BOARD OF DIRECTORS a. Directors & Key Managerial
Personnel
Re-appointments : In accordance with the Articles of Association
of the Company and Section 152 of The Companies Act,2013, Mr. Saurabh Sangla (DIN:
00206069), Non-Executive Director is due to retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.
As per Sections 149, 150 and 152 read with Schedule IV of the Act, the
Company had appointed Mr. Mayank Shrivas (DIN: 08102022) as Non-Executive Independent
Director of the Company for a term of 5 (five) consecutive years w.e.f. May 23, 2018 to
May 22, 2023. He is eligible for re-appointment as Independent Director. Considering the
good performance evaluation report of the director, the Board of Directors of the
Company, on the recommendation of Nomination and Remuneration
Committee, via Postal Ballot have re-appointed him for a second term of 5 (five)
consecutive years, with effect from May 22, 2023 up to May 21, 2028. The Company has
received necessary disclosures and notice with respect to reappointment of Mr. Mayank
Shrivas.
As per Sections 149, 150 and 152 read with Schedule IV of the Act, the
Company had appointed Ms. Palak Malviya (DIN: 07795827) as Non-Executive Independent
Director of the Company for a term of 5 (five) consecutive years w.e.f. March 26, 2018 to
March 25, 2023. He is eligible for re-appointment as Independent Director. Considering the
good performance evaluation report of the director, the Board of Directors of the Company,
on the recommendation of Nomination and Remuneration Committee, via Postal Ballot have
re-appointed him for a second term of 5 (five) consecutive years, with effect from Mar 25,
2023 up to March 24, 2028. The Company has received necessary disclosures and notice with
respect to re-appointment of Ms. Palak Malviya.
Appointment: Further, pursuant to Sections 149, 152, 161 read
with Schedule IV and other applicable provisions of the Act, Companies (Appointment and
Qualification of Directors) Rules, 2014 and Listing Regulations and upon recommendation of
Nomination and Remuneration Committee, the Board of Directors of the Company at their
meeting held on August 12, 2023 have appointed Mr. Rahul Rajpoot (DIN: 10282872) as an
Additional Director in the category of Non-Executive Independent Director of the Company
w.e.f. August 12, 2023 for a period of 5 consecutive years till July 11, 2028, subject to
approval of the shareholders at the ensuing AGM, for a period of 5 consecutive years from
the date of appointment. The Company has received necessary disclosures and notice with
respect to appointment of Mr. Rajpoot.
b. Declaration from Directors : The Company has received the
following declarations from all the Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company; and
2. They have registered themselves with the Independent Director's
Database maintained by the IICA.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
c. Number of meeting of Board of Directors
During the year under review, 9 (Nine) meetings of the Board of
Directors were held. The details of the meetings of the Board of Directors of the
Company held and attended by the Directors during the financial year
2022-23 are given in the Corporate Governance Report which forms part of this Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Act.
d. Familiarization programme for Independent Directors
The Company conducts Familiarization Programme for the Independent
Directors to enable them to familiarize with the Company, its Management and its
operations so as to gain a clear understanding of their roles, rights and responsibilities
for the purpose of contributing significantly towards the growth of the Company. They are
given full opportunity to interact with Senior Management Personnel and are provided with
all the documents required and/or sought by them to have a good understanding of the
Company, its business model and various operations and the industry of which it is a part.
e. Performance Evaluation of Board, Committee and Directors
In accordance with applicable provisions of The Companies Act, 2013 and
Listing Regulations, the evaluation of the Board as a whole, committees and all the
Directors was conducted, as per the internally designed evaluation process approved by the
Board. The evaluation process inter alia considers attendance of Directors at Board and
committee meetings, acquaintance with business, communicating inter se board members,
effective participation, domain knowledge, compliance with code of conduct, vision and
strategy. The evaluation tested key areas of the Board's work including strategy, business
performance, risk and governance processes. The evaluation considers the balance of
skills, experience, independence and knowledge of the management and the Board, its
overall diversity, and analysis of the Board and its Directors' functioning.
The report on performance evaluation of the Individual Directors was
reviewed by the Chairman of the Board and feedback was given to Directors.
f. Remuneration of Directors, Key Managerial Personnel and Senior
Management
The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details on the same are given in the Corporate Governance
Report which forms part of this Annual Report.
The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of the
Company is set out in the Annexure IX to this report.
g. Committees of the board
In accordance with the provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 the Board has the following four (4) committees:
i). Audit Committee ii). Nomination and Remuneration Committee iii).
Stakeholders' Relationship Committee iv). Corporate Social Responsibility Committee
The Company has also constituted Internal Complain Committee (ICC)
under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate
Governance Report.
a. Director Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
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 as at March 31, 2023 and
of the profit of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the 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;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
6. FINANCE
a. Particulars of Loans, Guarantees or Investments:
The Particulars of loans, guarantees and investment made by the Company
pursuant to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial
Statements..
b. Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, your Company has formulated a Policy on Related Party Transactions which is
also available on http://www.groupsignet.com/investors/policy. All Related Party
Transactions are placed before the Audit Committee for review and approval of the
Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for
Related Party Transactions occurred during the year, for transactions which are of
repetitive nature and / or entered in the ordinary course of business and are at arm's
length.
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of business. Your
Company had not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the
disclosure of related party transactions as required under Section134(3)(h) of the
Companies Act, 2013 in Form AOC 2 is not applicable.
7. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the
constitution of the Internal Complaint Committee in compliance with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and
resolve all sexual harassment complaints reported by women. During the year there is no
complain regarding the Sexual Harassment of Women at Workplace.
8. EXTRACTS OF ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 9
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
https://www.groipsignet.com.com/ investors/Annual Report.
9. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower mechanism wherein the employees can
approach the Management of the Company (Audit Committee in case where the concern involves
the Senior Management) and make protective disclosures to the Management about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and
Insider Trading Code.
The Whistle Blower Policy requires every employee to promptly report to
the Management any actual or possible violation of the Code or an event an employee
becomes aware of that could affect the business or reputation of the Company. The
disclosures reported are addressed in the manner and within the time frames prescribed in
the policy. A mechanism is in place whereby any employee of the Company has access to the
Chairman of the Audit Committee to report any concern. No person has been denied access to
the Chairman to report any concern.
Further, the said policy has been disseminated within the organisation
and has also been posted on the C o m p a n y ' s w e b s i t e
athttp://www.groupsignet.com/investors/policies
10. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
The Management Discussion and Analysis forms an integral part of this
Report and gives detail of the overall industry structure, developments, performance and
state of affairs of the Company's various businesses viz., the decorative business
international operations, industrial and home improvement business, internal controls and
their adequacy, risk management systems and other material developments during the
financial year (Annexure I).
11. C O N S E R VA T I O N O F E N E R G Y , TECHNOLOGY ABSORPTION,
FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014, as amended from time to
time is annexed to this Report as (Annexure - II).
12. CORPORATE SOCIAL RESPONSIBILITY
SIL has established CSR Committee as per the provision of the Companies
Act, 2013. CSR
Committee recommends CSR activities to be undertaken by the Company, to
the Board as specified in Schedule VII of the Companies Act, 2013 ( here in after referred
to as "the Schedule VII"). SIL will spend, in every Financial Year, at least 2
per cent of the average net profits of the Company made during the 3 immediately preceding
Financial Years, in pursuance of the Companies Act, 2013 and rules framed there under for
the purposes specified in Schedule VII and also in pursuance of this CSR Policy. The
details of the same are attached as (Annexure III) in the report.
13. AUDITORS & THEIR REPORT
A. Statutory Auditors:
M/s. SMAK & Co., Chartered Accountants, Chartered Accountants,
Mumbai (ICAI Firm Registration No. 020120C), were appointed as Statutory Auditors of the
Company at the 33rd Annual General Meeting (AGM) held on September 26, 2017, for a period
of five (5) consecutive years from the conclusion of the 33rd AGM till the conclusion of
the 37th AGM.
The Board of Directors of the Company at their meeting held on August
10, 2022 appointed SMAK & Co., Chartered Accountants, Chartered Accountants, Mumbai
(ICAI Firm Registration No. 020120C) as Statutory Auditors of the Company for a second
term of five (5) consecutive years from the conclusion of 37th AGM till the conclusion of
42nd AGM, subject to the approval of the shareholders at the ensuing AGM of the Company.
The Audit report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remarks. Further, during the financial year 2022-23,
the Statutory Auditors have not reported any instances of fraud to the Audit Committee or
Board as per Section 143(12) of the Companies Act, 2013.
B. Cost Auditors:
Pursuant to provisions of Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014, amended from time to time, the
Company has appointed Cost Auditor M/s A. K. Jain & Associates, for the year 2023-24
on the total remuneration of Rs. 60,000/- and has filed the Form CRA-2 to the Registrar.
Your directors propose to approve their remuneration at the forthcoming Annual General
Meeting.
C. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s M. Maheshwari & Associates, Company Secretaries to undertake
the Secretarial Audit of the Company. The Secretarial Auditors in their report for the
year 2022-23 has confirmed the compliances made by the Company except the matters stated
below:
1. The company has not fulfilled its obligation to file
Form CRA-4 for filing of Cost Audit Report from the financial year 2020-2021 upto the
period under review.
2. Certain charges have been marked as closed in
accordance with the balance sheet for which the company has not filed Form CHG-4 for
satisfaction of charge therefore certain charges are listed on MCA portal.
3. Form MGT 14 for Resolutions passed in pursuance of
exercise of powers of Board of Directorswas not filed under section 179 of the Companies
Act, 2013.
The Report of the Secretarial Audit for the year 2022-23 in the Form
MR-3 is annexed herewith as
(Annexure IV).
d. Internal Auditors
In compliance with the provisions of Section 138 of Companies Act,
2013, read with Companies (Accounts) Rules, 2014, your Company has appointed Mr. Ashish
Sethi as Internal Auditors for the Financial Year 2023-24.
e. Reporting of Fraud by auditors
During the year under review neither the statutory auditor nor the
secretarial auditor has reported to the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in
the Board's report.
14. CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under Regulation 34(3)
read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite
certificate from the Practicing Company Secretary of the Company confirming compliance
with the conditions of the corporate governance is appended and forms a part of this
report alongwith the certificate of Disqualification of Directors received from Practicing
Company Secretary as the Annexure V and VIII of the Corporate Governance Report.
15. DISCLOSURES
a. Material Changes And Commitments
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report,
which forms part of this report
b. Change in the Nature of Business, If Any
There was no change in the nature of business of the Company during the
Financial Year ended 31st March 2023.
c. Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings',
respectively, have been duly followed by the Company.
d. Significant and Material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators /
Courts / Tribunals, which would impact the going concern status of the Company and its
future operation
e. Details of Fixed Deposits
During the year under review, the Company has not accepted any Deposit
under Section 73 of The Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. It is further stated that the Company does not have any deposits
which are not in compliance with the requirements of Chapter V of The CompaniesAct, 2013.
16. PARTICULARS OF EMPLOYEES
The relation between the employees and the management has been cordial
throughout the year under review and the Directors place on record their appreciation for
the efficient services rendered by the employees at all levels.
The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in separate annexure forming part of this Report, as
(Annexure - IX).
The statement containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In
terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to
the Members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by the members at the Registered Office of
the Company during business hours on working days of the Company. If any member is
interested in obtaining a copy thereof, such Member may write to the Company Secretary in
this regard.
17. INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures adopted by the company
for ensuring the orderly and efficient conduct of its business, including adherence to
company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records, and timely preparation of
reliable financial information.
The Company has adequate system of internal controls to ensure that all
the assets are safeguarded and are productive. Necessary checks and controls are in place
to ensure that transactions are properly verified, adequately authorized, correctly
recorded and properly reported. The Internal Auditors of the Company conducts Audit of
various departments to ensure that internal controls are in place
18. ACKNOWLEDGEMENT
We would like to thank all our Stakeholders viz. Shareholders,
Investors Bankers, Customers, Suppliers, Government agencies, Stock exchanges and
Depositories, Auditors, legal advisors, consultants, business associates, service
providers for their continued commitment, and invincible enthusiasm which made this year
productive and pleasurable.
The Board also places on record, their deep sense of appreciation
towards all its Employees at all levels for adopting the values of the Company and their
hard work during the year.
|
By Order of Board |
|
For Signet Industries Limited |
|
Mukesh Sangla |
Place: Indore |
Chairman and Managing Director |
Date: 12th August, 2023 |
DIN : 00189676 |
|