To, The Members,
Your Board takes pleasure in presenting the 28th Annual Report together with the
Audited Statement of Annual Accounts for the financial year ended 31st March, 2023.
FINANCIALSUMMARY
The financial highlights for the period under review are as follows:
(Rs.in Lakh)
| Particulars |
31.03.2023 |
31.03.2022 |
| Revenue from Operations |
588.63 |
618.53 |
| Other Income |
22.15 |
0.10 |
| Total Income |
610.78 |
618.63 |
| Less: Expenses |
659.53 |
782.33 |
| Profit/loss before Tax |
-48.75 |
-163.70 |
| Less: Tax Expenses |
- |
-41.56 |
| Current Tax |
|
|
| Less:-deferred tax |
-3.34 |
-1.00 |
| Profit/loss for the year |
-52.09 |
-121.14 |
| Earnings Per Share |
|
|
| Basic: |
-2.37 |
-5.52 |
| Diluted: |
-2.37 |
-5.52 |
Financial statements have been prepared in accordance with Indian Accounting Standards
(INDAS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under
Section 133 of Companies Act, 2013 (Act)and other relevant provisions of the Act read with
the Companies(Indian Accounting Standards)Rules as amended from time to time.
COMPANYPERFORMANCE:
The overall performance of the company for the financial year ended 31 stMarch,
2023 was not satisfactory. The loss of company earned during the year was amounted toRs.
(52.09) in lakh/-.However, your Directors are confident that the company will do much
better in future and trying its level best to further improve its performance.
RESERVES:
The Board of Directors of our Company has decided not to transfer any amount to the
Reserves for the year under review.
DIVIDEND:
No dividend on equity shares has been recommended by the Board for the year ended 31st
March, 2023 considering the future plans of the Company.
CHANGEINTHENATUREOFBUSINESS, IFANY:
During the year under review, there was no change in the nature of the business of the
Company.
MATERIAL CHANGES AND COMMITMENT & SIGNIFICANT MATERIAL TRANSACTION
No material changes and commitments occurred, which may affect the financial position
of the Company, between the end of the financial year of the Company to which the
financial statements relate and the date of the report. However during the year under
review due to the financial crunch, the Company has failed to make the payment of EMI on a
timely basis of its existing loans from HDFC Bank Limited, Tata Capital Financial Services
Limited and Deutsche Bank. However, after the closure of financial year 2022-2023 the
Company approached the banks and made settlement with the two of the banks i.e. Tata
Capital Financial Services Ltd and Deutsche Bank.
SHARECAPITAL:
(A) Authorised Share Capital
The Authorized Share Capital of the Company is Rs. 3,50,00,000/-(Rupees Three Crore and
Fifty Lakh Only) comprising 35,00,000(Thirty Five Lakh) Equity Shares of Rs. 10/- (Rupees
Ten Only) each.
(B) Issued, Subscribed and Paid Up Share Capital
The issued, subscribed and paid up equity share capital of the Company is Rs.
2,19,62,300/-(Rupees Two Crore Nineteen Lakh Sixty Two Thousand and Three
Hundred)consisting of 21,96,230/- (Twenty One Lakhs Ninety Six Thousands Two Hundred
Thirty) Equity Shares of Rs.10 (Rupees Ten Only) each. During the year, there has been no
change in the issued, subscribed and Paid-up Share Capital of the Company.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCEANDFINANCIALPOSITION
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2022-23 the following changes have been taken place in Board
of Director's and Key Managerial Personnel of the Company.
(a) Board of Directors
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Gurcharan Lal Makkad(DIN: 01689768) Whole Time
Director, liable to retire by rotation at the ensuing Annual General Meeting and being
eligible offer himself for re-appointment. The Board recommends his re-appointment for
consideration of the members of the Company at the ensuing Annual General Meeting with
effect from 30thSeptember, 2023.
Ms. Shashi Makkad Proposed to be appointed as Whole Time Director of the Company in
their Board Meeting held on 04.09.2023. The Board recommend the appointment of Ms. Shashi
Makkad as Whole Time Director in the ensuing AGM.
Ms. Meetu Makkad resigned from the position of Whole Time Director of the Company in
their Board Meeting held on 04.09.2023.
(b) Key Managerial Personnel (KMP):
During the period, the following changes took place in the composition of the Key
Managerial Personnel;
Mrs. Prabha Gautam has been resigned from the position of Company Secretary and
Compliance officer of the Company w.e.f. 30/06/2023 and Mr. Suneel Sahu has been appointed
Company Secretary and Compliance officer of the Company w.e.f 21/07/2023 pursuant to
Section 203 of the Companies Act, 2013 and Regulation 6 under Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Sandeep Makkad who was liable to retire by rotation and being eligible has offered
himself for re- appointment.
Ms.Shashi Makkad proposed to be appointed as Whole Time Director of the Company in
their Board Meeting held on 04.09.2023 . The Board of Directors recommends the appointment
of Ms.Shashi Makkad as Whole Time Director in the ensuing AGM
A brief profile of the Director(s) seeking reappointment at the ensuing annual general
meeting of the Company has been provided in the notice of annual general meeting.
(c) Board Evaluation:
Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of
Directors has carried out an annual evaluation of its own performance, Board Committees
and of individual directors.
The evaluation process focused on various aspects of the board and is committees such
as
thesize,structure,compositionandexpertiseoftheboard,frequencyofmeetings,effectivedischarge
o f functions and duties by Board and Committee prescribed under the law and as per terms
of reference in case of the committees, ensuring the integrity of the company's accounting
and financial reporting systems, independent audit, internal audit and risk management
systems(for Board and Audit Committee), working in the interests of all the stakeholders
of the company and such other factors.
The performance of the board and committees was evaluated by the board after seeking
inputs form all the directors.
(d) Independent Directors' Declaration:
As required under Section 149(7) of the Companies Act, 2013 read with Schedule IV of
Companies Act 2013, the Company has received a confirmation/declaration from each of the
Independent Directors stating that they meet the criteria of independence. The following
Non-Executive Directors of the Company are independent in terms of Section149 (6) of the
Companies Act, 2013 and the Listing Regulations:
| 1. Mr.Sunil Grover |
| 2. Mrs. Rishita Sethi |
| 3. Mrs. Sudesh Katyal |
(1) Mr. Sunil Grover(DIN:07440521),Independent Director, was re-appointed as
Independent Director for a period of five year on 01st April 2021 and their
tenure of five year of the Second term to an end on March 31, 2025./
(2) Mrs. Rishita Sethi (DIN:07440683) Independent Director, was re-appointed as
Independent Director for a period of five year on 01st April 2021 and their
tenure of five year of the Second term to an end on March 31, 2025.
(3) Mrs. Sudesh Katyal(DIN:07440878),Independent Director, was re-appointed as
Independent Director for a period of five year on 01st April 2021 and their
tenure of five year of the Second term to an end on March 31, 2025.
Details of General, Board and its Committees Meetings
GENERAL MEETINGS
Annual General Meeting for the financial year 2021-2022 was held on September 30, 2022.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2022-23, Seven (07) Board Meetings were convened and held as
on 10.04.2022, 24.06.2022, 01/08/2022, 10/08/2022, 02/09/2022, 14/11/2022 and 1 3 . 0
2.2023 .The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
The details of attendance of Directors at the Board Meetings are given herein below:
| Director |
Category |
No. of Meetings Attended during the financial year 2022 2023 |
| Mr. Sandeep Makkad |
Director |
7 |
| (DIN:01112423) |
|
|
| Mr. Gurcharan lal Makkad |
Director |
7 |
| (DIN: 01689768) |
|
|
| Mrs. Meetu Makkad |
Director |
7 |
| (DIN: 01689785) |
|
|
| Mr. Sunil Grover |
Independent Director |
4 |
| (DIN: 07440521) |
|
|
| Mrs. Rishita Sethi |
Independent Director |
4 |
| (DIN: 07440683) |
|
|
| Mrs. Sudesh Katyal |
Independent Director |
4 |
| (DIN: 07440878) |
|
|
CONSTITUTION OF AUDIT COMMITTEE
[Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers
Rules, 2014)]:
The primary objective of the Committee is to ensure accurate and timely disclosures,
with the highest levels of transparency, integrity and quality of financial reporting. The
Committee met four times during the year. As of the date of this report, the Committee is
comprised of three directors namely Mr. Sunil Grover (Chairman),Mrs. Rishita Sethi and
Mrs. Sudesh Katyal(Members) oftheCompany.
Meetings
During the financial year 2022-23, Four (4) meetings of the Audit Committee were
convened as on 22.06.2022, 10.08.2022, 14.11.2022 and 13.02.2023 as detailed herein below.
The gap between two meetings did not exceed four months.
The details of the meetings held and the attendance there at of the Members of the
Audit Committee are as detailed herein below:
| Director |
Category |
No. of Meetings Attended during the financial year 2022 2023 |
| Mr. Sunil Grover |
Independent Director |
4 |
| (DIN: 07440521) |
|
|
| Mrs. Rishita Sethi |
Independent Director |
4 |
| (DIN: 07440683) |
|
|
| Mrs. Sudesh Katyal |
Independent Director |
4 |
| (DIN: 07440878) |
|
|
NOMINATION AND REMUNERATION COMMITTEE
[Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers
Rules, 2014)]:
Nomination and Remuneration Committee of the Board has been constituted as per section
178 of the Companies Act, 2013 and Rule6 of the Companies (Meetings of Board and its
Powers) Rules,2014. The Nomination and Remuneration Committee shall determine
qualifications, positive attributes and independence of a director and recommend to the
Board a policy relating to the remuneration of the directors, Key Managerial Personnel and
other employees.
As of the date of this report, the Committee is comprised of three directors namely Mr.
Sunil Grover (Chairman),Mrs. Rishita Sethiand Mrs.Sudesh Katyal(Members)of the Committee.
Meetings
During the financial year 2022-23, the Committee met once as on 04.09.2022. The details
of the meetings held and the attendance there at of the Members of the Nomination and
Remuneration Committee are as detailed herein below:
| Director |
Category |
No. of Meetings Attended during the financial year 2022 2023 |
| Mr. Sunil Grover |
Independent Director |
1 |
| (DIN: 07440521) |
|
|
| Mrs. Rishita Sethi |
Independent Director |
1 |
| (DIN: 07440683) |
|
|
| Mrs. Sudesh Katyal |
Independent Director |
1 |
| (DIN: 07440878) |
|
|
STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act, 2013 and
Companies (Meetings of Board and its Powers Rules, 2014)]:
The composition of the Stakeholders Relationship Committee (SRC) is in line with the
Section178 of the Act read with Regulation 20of LODR.
As of the date of this report, the Committee is comprised of three directors namely
Mrs. Sudesh Katyal (Chairman), Mrs. Rishita Sethi and Mr. Sunil Grover (Members) of the
Committee.
It looks after the stakeholders' grievances and redressal of investors' complaints
related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.
Meetings
During the financial year 2022-23, the Committee has met once in year as on 10.08.2022.
The details of the meeting held and attendance there at of the Members of the
Stakeholders' Relationship Committee are as detailed here in below:
| Director |
Category |
No. of Meetings Attended during the financial year 2022 2023 |
| Mr. Sunil Grover |
Independent Director |
1 |
| (DIN: 07440521) |
|
|
| Mrs. Rishita Sethi |
Independent Director |
1 |
| (DIN: 07440683) |
|
|
| Mrs. Sudesh Katyal |
Independent Director |
1 |
| (DIN: 07440878) |
|
|
MEETING OF INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation
25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
the Independent directors of the Company shall hold at least one meeting in a year without
the attendance of non- Independent Directors and members of management. Accordingly a
separate meeting of Independent directors was held on Monday, September 04th,
2022 inter alia to discuss and review the performance of Non-Independent Directors and the
board as a whole review the performance and to assess the quality, quantity and timelines
of flow of information. The Independent Directors have handed over the proceedings of the
meeting to the Managing Director of the Company.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 197(12) of the Companies Act,
2013read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,2014 regarding employees is given in“Annexure-1”.
DIRECTOR'S RESPONSIBILITYSTATEMENT:
The Directors confirm that in the preparation of the Annual Accounts of the Company for
theyearended31st March, 2023 that:
i. In the preparation of the accounts, the applicable accounting standards have been
followed with proper explanation relating to material departures;
ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year ended 31
stMarch, 2023andof the profit of the Company for that year;
iii. the Directors had taken proper and sufficient care was taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the Directors have prepared the Annual Accounts on a “going concern
”basis;
v. the directors, being a Listed Company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively and;
vi. the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively;
ADEQUACY OF INTERNALFINANCIAL CONTROLSWITHREFERENCE TO THEFINANCIALSTATEMENTS:
The Company has put in place necessary internal financial controls which are adequate
and are operating effectively. The controls are adequate for ensuring the orderly and
efficient conduct of the business, completeness of accounting records and timely
preparation of reliable financial information, besides adherence to the Company's
policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy,
etc.
DETAILS OF FRAUD REPORTED BYAUDITORS:
No fraud has been noticed or reported by the Auditors including cost auditor and
secretarial auditor of the Company as per Section 134(3)(ca) of the Companies Act, 2013
read with Companies (Amendment)Act,2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review the Company has not given loan, Guarantees or invested
under Section186 of the Companies Act, 2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions entered during the period under review are disclosed in the
Financial Statements of the company for the financial year ended March 31, 2022. These
transactions entered were at an arm's length b asis and in the ordinary course of b
usiness. There were
nomateriallysignificantrelatedpartytransactionswiththeCompany'sPromoters, Directors,
Management or their relatives, which could have had a potential conflict with the
interests of the Company.
ThePolicyonmaterialityofrelatedpartytransactionsanddealingwithrelatedpartytransactions
as approved by the Board may be accessed on the Company's website.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
In pursuance to section 134 of the Companies Act, 2013, comments are required in
relation to Conservation of Energy, Technology Absorption as the company is engaged in
manufacturing activities.
The details forming part of the extract of Conservation of Energy, Technology
Absorption is annexed here with as “Annexure2”.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
Your directors confirm that no significant and/or material order(s) had been passed
against the Company during the financial year 2021-22 which may adversely impact the
status of on going concern and operations in future of the Company.
POLICIES:
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies
for all listed Companies. All our corporate governance policies are available on our
website ewww.newlightapparels.com
The policies are reviewed periodically by the Board and updated based on need and new
compliance requirement. In addition to its Code of Conduct and Ethics, key polices that
have been adopted by the company are as follows:
| S. No. Name of the Policy |
Brief Description |
| 1. Whistle blower Policy (Policy on Vigil Mechanism) |
Pursuant to the provisions of Section 177 (9) & of the
CompaniesAct,2013readwithRule7of Companies (Meetings of Board and its Powers)
Rules,2014andRegulation22ofSEBI (Listing Obligation sand |
| [Regulation22ofSEBI(ListingO bligationsandDisclosureRequi rements)Regulation,2015] |
Disclosure Requirements)Regulation,2015,theCompanyhas adopted a Whistle Blower
Policy,whichprovidesforavigilmechanismthatencouragesand
supportsitsDirectorsandemployeestoreportInstancesofunethi cal behavior, actual or
suspected, Fraud or violation ofthe Company's Code o f Conductor Ethics Policy. It also
provides for adequate safeguards against victimization o persons who's this mechanism and
direct access to the Chairman of the Audit Committee in exceptional cases. The same has
been uploaded on the website of the Company. |
| 2. Nomination Remuneration & Evaluation policy [Regulation19ofSEBI(ListingO
bligationsandDisclosureRequi rements)Regulation,2015] |
The Board has on their commendation of the Nomination & Remuneration Committee
framed a Nomination Remuneration & Evaluation Policy, which, inter alia, lays down the
criteria for identifying the persons who are qualified to be appointed as Directors and/or
Senior Management Personnel of the Company, along with the criteria for determination o f
qualifications, positive attributes, independence of a director and remuneration of
Directors, KMPs and other employees and their evaluation and includes o ther matters, as p
rescribed under the provisions o f Section178 o f Companies Act, 2 andRegulation19 of
SEBI( Listing Obligations a nd Disclosure Requirements) Regulation, 2015.The same has been
uploaded on the website of the Company. |
| 3. Prevention, Prohibition &Redressal of Sexual Harassment of Women At Workplace |
The Company has in p lace a Policy on Prevention, Prohibition & Redressal of
Sexual Harassment of Women at Workplace .The primary objective of the said Policy is to
protect the women employees from sexual harassment at the place of work and also provides
for punishment in case of false and malicious representations. During the year, the
Company has n ot received any compliant of sexual harassment. The same has been uploaded
on the website of the Company. |
| 4. Related Party Transaction Policy [Regulation 23 of SEBI( Listing Obligations a
Disclosure Requirements) Regulation,2015] |
Related Party Transaction Policy, as formulated by the Company, d efines the
materiality o f related p transactions and lays down the procedures of dealing with
Related Party Transactions. The same has been uploaded nd on the website of the Company. |
| 5. Insider Trading Policy |
The Policy p rovides the frame work in d ealingwith securities of the Company. The
same has been uploaded on the website of the Company. |
| 6. Document Retention and Archival Policy [Regulation 9 of SEBI (Listing Obligations a
nd Disclosure the Requirements) Regulation, 2015] |
Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listing entity shall
formulate a Policy for preservation of documents and Regulation30(8)of Regulations is also
required to have an Archival policy on archiving all information disclosed to stock
exchange(s) and the same being hosted on the Company's website. |
| 7. Materiality Disclosure Policy [Regulation 3 0 o f SEBI(Listing Obligations And
Disclosure Requirements) Regulation,2015] |
Pursuant to SEBI (LODR) Regulations, 2015 it Mandates that every listed entity shall
make disclosure of any events or information which, in the opinion of the Board of
Directors of the listed company, is material and the same h as b een u p loaded o n the
website o f Company.. |
AUDITORS:
Statutory Auditors and their report
In the 27thAnnual General Meeting, Company has re-appointed Statutory
Auditors i.e. M/s NGMKS& Associates Chartered Accountant, (Firm No-024492N) for the
tenure five years of the second term and hold office till the conclusion of 32nd
Annual General Meeting.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the
Ministry of Corporate Affairs, ratification by members every year for the appointment of
the Statutory Auditors is no longer required. Accordingly, no resolution is being proposed
for ratification of appointment of M/s NGMKS& Associates Chartered Accountant, (Firm
No-024492N) and they will continue as the Statutory Auditors of the Company till the
conclusion of the 32nd Annual General Meeting of the Company.
The Statutory auditor's report does not contain any qualification, reservations or any
adverse remarks.
Secretarial Auditor and their observations
As required under Section 204 of the Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the company is required to appoint a
Secretarial Auditor for auditing secretarial and related records of the Company.
Accordingly, M/s S.K. Jha & Associates, Practicing Company Secretaries, was
appointed as Secretarial Auditors for carrying out the secretarial audit of the Company
for the Financial Year 2022-23. The secretarial audit report for the financial year ended
31st March, 2023 is annexed with the Board' s report as “Annexure 3”.
The Secretarial Audit Report does not contain any qualification, reservations or any
adverse remarks in Form MR-3 for FY 2022-23.
The Secretarial Audit Report contains following observation by the Secretarial Auditor
in FormMR-3 for FY2022-23 and reply by the management there to are as under:
| S. No. Observations |
Management Reply |
| 1. It has been o b served that the Company has repaid the Loan taken from Deutsche
Bank but the Form of CHG-4 i.e. satisfaction of Charge has not been filed yet. |
Due to not receive of NOC from Bank within the prescribed time, the form has not filed
however we give our best to comply the same. |
| 2 During the Financial Year the Company has been penalized under the following
regulation of SEBI (LODR) 2015:- |
Due to Excessive workload in the organization the management of Company doesn't able
to submit the intimation to the Stock Exchange with in the prescribe time. However we'll
take p rotective measures in futures for prevent from penal charges. |
| a) Regulation 13(3) of SEBI (LODR) 2015:- Due to Non- submission of the statement on
shareholder complaints within the period prescribed under this regulation or under any
circular issued in respect of redressal of investor grievances. |
|
| b) Regulation 33 of SEBI (LODR) 2015:- Due to Non- submission of the financial results
for the year ended 2023 within the prescribed time. |
|
| c) Regulation 29(2)/29(3) of SEBI (LODR) 2015:- Delay in furnishing prior intimation
about the meeting of the Board of directors. |
|
Internal Auditor
The Company has appointed as an Internal Auditor of the company
fortheF.Y.2021-22according to Section 138 of the Companies Act, read with Companies
(Accounts) Rules, 2014 to carry out he roles and responsibilities during the current
financial year which are as follows:
Evaluated and provided reason able assurance that risk management, control, and
governance systems are functioning as intended and will enable the organization's
objectives and goals to be met.
Reported risk management issues and internal controls deficiencies identified directly
to the audit committee and provided recommendations for improving the organization's
operations, in terms of both efficient and effective performance.
Evaluated in formation security and associated risk exposures.
Evaluated regulatory compliance program with consultation from legal counsel.
However, after the financial year M/s Sahil Gambhir & Associates has been appointed
as Internal Auditor of the Company w.e f 10th August,2023.
EXPLANATIONORCOMMENTSONQUALIFICATIONS,RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE PRACTICING COMPANYSECRETARYINTHEIRREPORTS:
The notes on account referred to in Auditor's Report are self-explanatory and,
therefore, do not calls for any further comments under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the applicable mandatory Secretarial Standards issued
by the Institute of Company Secretaries of India and approved b y the Central Government
underSection118(10)of the CompaniesAct,2013.
EXTRACT OF THEANNUAL RETURN:
The extract of the annual return i.e. Form MGT 7, as prescribed under sub-section (3)
of section 92oftheCompaniesAct, 2013 read with RuleNo12of Companies (Management and
Administration) Rues, 2014, is available on the website of the
Companyviz.www.newlightapparels.com.
CORPORATESOCIAL RESPONSIBILITY:
Your Company does not fall under the criteria as laid down under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014, therefore, there was no requirement to constitute and formulate a committee under
Corporate Social Responsibility.
LISTING REQUIREMENTS:
The equity shares of your Company are listed with the BSE Limited. Annual Listing Fee
for theFinancialYear2022-23 has been paid by the company to the BSE.
MAINTENANCE OF COST RECORD
The maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company.
DEMATERAILIZATION OF SHARES:
The shares of your company are being traded in electronic form and the Company has
established connectivity with Central Depository Services (India) Limited (CDSL), and
National Securities Depository Limited (NSDL).In view of the numerous advantages offered
by the Depository Systems, Members are requested to avail the facility to
dematerialization of shares either of the Depositories as aforesaid.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT;
As per Regulation 34 and Schedule V of the SEBI(Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended
here in. The said report is part of theannualreportas“Annexure-4”.
CORPORATE GOVERNANCE;
The Company is not required to mandatorily comply with the provision of Regulation
17toRegulatio n27of SEBI(Listing Obligations and Disclosure Requirements)
Regulations,2015(Listing Regulations, 2 0 15) as its equity share capital is less than
Rs.10 Crore and Net Worth is notexceedingRs.25crores,asonthe last day of the previous
financial year.
MANAGING DIRECTOR/CHIEF FINANCIAL OFFICER CERTIFICATE:
In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation
& Disclosure Requirements) Regulation, 2015, the certificate from Managing Director
and Chief Financial Officer had been obtained and is attached in the
saidannualreportas“Annexure-5”
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
Pursuant to regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company has received the
Certificate of Non-Disqualification of Directors from S.K. Jha & Associates, Company
Secretaries and is attached in the saidannualreportas“Annexure-6”
SHARE TRANSFER SYSTEM:
The Stakeholders Relationship Committee has authorized the Company Secretary of the
Company to approve the transfer of shares within a period of 15 days from the date of
receipt in case the documents are completed in all respects. Shares under objection are
returned with in two weeks. All request for dematerialization of shares are processed, if
found in order and confirmation is given to the respective depositories, that is National
Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd(CDSL)
within15days.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has formulated “Code of Practices and Procedures for Fair
Disclosure of Unpublished Price
Sensitive Information” and “Code of Conduct to Regulate, Monitor and Report
Trading by Insiders”. “Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information” prescribes the framework for fair disclosure
of events and occurrences that could impact price discovery in the market for securities
of the Company and “Code of Conduct to Regulate, Monitor and Report Trading by
Insiders” has been formulated to regulate, monitor and report trading by employees
and other connected persons of the Company.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL:
The Board of Directors has approved a Code of Conduct, which is applicable to the
members of the Board and all employees in the course of day to day business operations of
the Company. The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place in business
practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. All Management personnel are
being provided appropriate training in this regard.
GREEN INITIATIVES:
Electronic copies of the Annual Report 2022-23 and the Notice of the 28thAnnual
General Meeting are sent to all members whose email addresses are registered with the
Company/ Depository Participant(s).For members who have not registered their email
addresses, physical copies are sent in the permitted mode.
Details in respect of frauds reported by Auditors other than those which are reportable
to the Central Government
The Statutory Auditors, Secretarial Auditors, Internal Auditors of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.
Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition
and Redressal) Act, 2013.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at workplace with a mechanism of loading complaints. There
is an Internal Complaints Mechanism wherein any wrongful conduct as regards sexual
harassment or any discrimination can be reported. The following is a summary of sexual
harassment complaints received and disposed of during the year under review-
No. of complaints received: Nil No. of complaints disposed of: NA No. of complaints
pending: Nil
Details of Application made for or Proceeding pending under Insolvency and Bankruptcy
Code 2016
During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code 2016.
Details of Difference between Valuation Amount on One time Settlement and Valuation
While availing Loan from Banks and Financial Institution
During the year under review due to the financial crunch, the Company has failed to
make the payment of EMI on a timely basis of its existing loans from HDFC Bank Limited,
Tata Capital Financial Services Limited and Deutsche Bank. However, after the closure of
financial year 2021-2022 the Company approached the banks and made settlement with the two
of the banks i.e. Tata Capital Financial Services Ltd and Deutsche Bank.
ACKNOWLEDGEMENT:
The Company would like to thank all of its Stakeholders, including, inter alia,
Suppliers, vendors, Investors and Bankers and appreciation to all its customers for their
consistent, abiding support throughout the year. Your Company also records its
appreciation of the contributions made by employees at all levels. Their commitment,
cooperation and support are indeed the backbone of all endeavors of the Company.
By Order of the Board of Directors For New Light Apparels Limited
| Sandeep Makkad |
Gurucharan Lal Makkad |
| (Managing Director) |
(Whole Time Director) |
| DIN:01112423 |
DIN:01689768 |
| GC25,ShivajiEnclave,TagoreGarden,WestDel |
GC25, Shivaji Enclave,Tagore Garden, |
| hi-110027 |
West Delhi-110027 |
| Place: New Delhi |
|
| Date: 04.09.2023 |
|
|