The Resolution Professional/Suspended Board of Directors present the 34th Annual Report and the Financial Statements of the Company for the year ended 31st March, 2024.
INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
The Hon’ble Adjudicating Authority, i.e., National Company Law Tribunal, Chandigarh Bench, has admitted the Company Petition i.e. C.P (IB) No. 291/Chd/Chd/2018, filed by M/s. Edelweiss Asset Reconstruction Company Limited, the Financial Creditor initiating Corporate Insolvency Resolution Process (“CIRP”) vide order dated 22.12.2023 under Insolvency & Bankruptcy Code, 2016 (hereinafter referred to as “Code”) in the matter of M/s. Winsome Yarns Ltd. (“Corporate Debtor”). The Adjudicating Authority vide the said Order appointed Mr. Sanjay Gupta having Registration No. IBBI/IPA-002/IP-N00982-C01/2017-2018/10354 as Interim Resolution Professional (IRP).r dated 22.12.2023.
The Committee of Creditors in its meeting held on 23.01.2024 approved the appointment of M/s. ARCK Resolution Professionals LLP, having Registration No. IBBI/IPE-0030/IPA-1/2022-23/50013 as Resolution Professional (“RP”) thereby replacing Mr. Sanjay Gupta. Thereupon an application was filed by the CoC, before Hon’ble NCLT, for the appointment of M/s. ARCK Resolution Professionals LLP as Resolution Professional in the captioned matter. Subsequently, the Hon’ble NCLT allowed the application and appointed M/s. ARCK Resolution Professionals LLP as Resolution Professional in this matter vide its Order dated 14.03.2024.
The Company is under the Corporate Insolvency Resolution Process.
A summary of the financial results is given below.
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SUMMARISED FINANCIAL RESULTS:
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|
(Rs. in lakhs)
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|
INCOME
|
Year ended
|
Year ended
|
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31.03.2024
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31.03.2023
|
|
Revenue from operations
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2542.58
|
3093.37
|
|
Other income
|
463.07
|
470.70
|
|
Total Income
|
3005.66
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3564.07
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|
EXPENSES
|
|
|
|
Cost of material consumed
|
517.94
|
755.54
|
|
Purchase of stock-in-trade
|
--
|
--
|
|
Excise duty
|
--
|
--
|
|
Change in inventories of finished goods, work in process and stock in trade
|
152.86
|
411.22
|
|
Employees benefit expenses
|
1114.20
|
1606.54
|
|
Finance costs
|
--
|
--
|
|
Depreciation and amortisation
|
1148.68
|
1387.32
|
|
Other expenses
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1166.21
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2045.30
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|
Total Expense
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4099.89
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6205.92
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|
Profit/ (Loss) before exceptional items and tax
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(1094.24)
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(2641.85)
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|
Less: Exceptional items
|
--
|
--
|
|
Profit/ (Loss) before tax
|
(1094.24)
|
(2641.85)
|
|
Less/(-Add): Tax expense
|
--
|
--
|
|
Current tax
|
--
|
--
|
|
Deferred tax
|
--
|
--
|
|
Profit/ (Loss) after tax
|
(1094.24)
|
(2641.85)
|
|
Other comprehensive income
|
--
|
--
|
|
Total Comprehensive Income
|
(1094.24)
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(2641.85)
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The Company’s business of Yarn Spinning has been continuing on job work basis. The initiation of CIRP from 22nd December, 2023, effected the marketability of Company’s products and the Knitwear business has also been mainly carried out on job-work basis for third parties, which is continuing to the extent possible within limited resources available with the Company.
A detailed review of the operations of the Company for the Financial Year ended 31st March, 2024,is given below which forms as part of this report.
STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC) AFTER INITIATION:
The Corporate Insolvency Resolution Process (“CIRP”) in the case of Winsome Yarns Limited (“Company/ Corporate Debtor”) was initiated the Hon'ble National Company Law Tribunal, Chandigarh Bench (“Adjudicating Authority”) under Section 7 of the IB Code vide its order dated 22nd December 2023. The Adjudicating Authority vide the order of the same date appointed Mr. Sanjay Gupta having Registration No. IBBI/IPA-002/IP-N00982-C01 /2017-2018/10354 as the Interim Resolution Professional (“IRP”) to conduct the CIRP of the Corporate Debtor. Later, in the CoC Meeting of the Corporate Debtor held on 23 rd January, 2024, M/s. ARCK Resolution Professionals LLP, having Registration No. IBBI/IPE-0030/IPA-1/2022-23/50013 was appointed as the Resolution Professional (“RP”) to run the CIRP of the Corporate Debtor.
Interim Resolution Professional had issued invitation for Expression of Interest (hereinafter referred as ‘’EOI’’) in FORM G on February 20, 2024 in compliance with Regulation 36A of CIRP Regulations, 2016 in the newspaper in English language for the submission of a resolution plan in accordance with the provision of the code.
As per the published FORM G, the last date for submission of EOI was stipulated as March 5, 2024, and last date stipulated for submission of resolution plan was April 20, 2024 which was later on extended till 31.03.2024.
The Resolution Professional received three Resolution plans which were duly opened in presence of the COC Members in its 6th COC Meeting. Due discussion and negotiation on all three resolutions plans were conducted by the COC. The members of the COC in its COC Meeting decided that another FORM G be published for exploring more potential bidders and for wealth maximization to all Stakeholders.
Thereafter, Resolution Professional had re-published invitation for Expression of Interest (hereinafter referred as ‘’EOI’’) in FORM G on July 18, 2024 in compliance with Regulation 36A of CIRP Regulations, 2016 in the newspaper in English and Vernacular (Punjabi) language for the submission of a resolution plan in accordance with the provision of the code.
As per the published FORM G, the last date for submission of EOI was stipulated as August 2, 2024 through Email and August 3, 2024 original in physical form at the office of the RP, and last date stipulated for submission of resolution plan was September 12, 2024, which was later on extended till 28.09.2024.
The Resolution Professional received four Resolution plans which were duly opened in presence of the COC Members in its 15th COC Meeting. The members of the COC duly discussed and negotiated in terms and clauses of the Resolution Plans including the financial bid and thereafter decided to go for inter-se bidding for challenge mechanism. Pursuant to inter se bidding convened on 22.10.2024, final Resolution Plans were submitted by all 4 RAs. All 4 compliant Resolution Plans have duly been placed to e-voting before the members of the COC for their approval.
A One-time settlement (OTS) proposal letter under section 12A of the Code has also been submitted by the promoters. However, as per the requirement laid down in Section 12 A read with Regulation 30 A, FORM FA along with requisite Bank Guarantee was not submitted by the Applicant, EARC to the Resolution Professional.
In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of Winsome Yarns Limited stands suspended and the same are being exercised by Mr. Anil Kohli, Partner of M/s. ARCK Resolution Professionals LLP, Resolution Professional. The management of the affairs of Winsome Yarns Limited is vested with Mr. Anil Kohli, Partner of M/s. ARCK Resolution Professionals LLP.
OPERATIONS & PERFORMANCE:
During the year under review, the Company's operations continued to be affected due to lack of sufficient working capital funds required for operations resulting in lower capacity utilization and the gross margins have suffered due to high input costs. Furthermore, the constraints of funds have affected Company’s plans to undertake de-bottlenecking and regular capital expenditure as per industry norms, which are needed for proper maintenance and upkeep of its plant, machinery and equipment.
During the year ended 31.03.2024, the Company incurred a loss of Rs. 1094.24 lakhs in comparison to the loss of Rs. 2641.85 lakhs during the previous year ended 31.03.2023. Your Company's turnover of Rs. 2542.58 lakhs were marginally low against the previous year turnover of Rs. 3093.37 lakhs for the aforementioned reasons. The Company has since undertaken manufacturing for third parties on job work basis and is able to recover variable costs and part of fixed costs.
As per report of overseas investment manager, the remaining amount out of GDR issued earlier by the Company in 2011, then invested in Units of market instruments had lost value after the crisis due to covid and wars as the underlying investments eroded to NAV of NIL, and the Units were thereafter discarded.
The Company’s dealings with a vendor who had supported the Company’s operations over 5 years by providing raw materials and sales arrangements for finished goods, got into dispute, and on settlement reached in 2019 the vendor waived its claims and continued providing business support and the vendor availed the option to purchase 48 bigha 11 biswas of agricultural land of the Company at fair market value assessed by approved valuer, which sale was concluded during the financial year.
CLAIMS AGAINST THE COMPANY:
EARC has claimed that it is an assignee of debt recoverable by certain banks from the Company, and the Company has a counter claim against the claimants for the losses caused by them to the Company which are pending adjudication before the Hon’ble debt Recovery Tribunal.
The actions of the Banks and EARC, amongst others, for recovery from the Company and the petitions filed by them to initiate insolvency against the Company, though disputed by the Company, amongst other, for reasons of being barred by limitation, the Company had without prejudice to its rights in the matter and without acknowledging its liability, had initiated discussions with claimants to settle the disputes, which had failed.
The Financial Commissioner of the State of Punjab had determined that the Agreements for Assignment of debt by certain lenders to the Company in favour of EARC are insufficiently stamped, and therefore, defective. A demand of Rs. 4.46 crores (interest and penalty not applied as yet) was raised against EARC.
A writ petition filed by EARC before the Hon’ble Punjab and Haryana High Court at Chandigarh against the proceedings initiated by the Financial Commissioner was allowed.
The State of Punjab and the Company have filed Letters Patent Appeal (LPA) against the order of the Single Judge Bench of the Hon’ble Punjab and Haryana High Court, which is being heard.
EARC acting in the matter as assignee of debt by certain banks in case wherein the State of Punjab has held stamp duty to have been unpaid, had Petitioned the Hon’ble NCLT to initiate insolvency proceedings against the Company, which was dismissed by the Hon’ble NCLT vide its order dated 17th March 2020 as the assignment deed was held as unenforceable.
In an appeal filed by EARC against the order of the Hon’ble NCLT, the Hon’ble NCLAT vide order dated 21 Jul 2022 has set aside the order of the Hon’ble NCLT and remanded the matter to the Hon’ble NCLT for rehearing and without touching the merits of the case and permitting the parties to take all arguments before the Hon’ble NCLT. The Hon'ble NCLT vide its Order dated 22nd December 2023, appointed Mr. Sanjay Gupta as an Interim Resolution Professional (IRP), who took over control of management and affairs of the Company. The NCLT, Chandigarh Bench, vide its Order dated 14.03.2024, appointed M/s. ARCK Resolution Professionals LLP having IBBI Registration No. IBBI/IPE-0030/IPA-1/2022-23/50013, as the Resolution Professiona lto conduct CIRP of the Company, and the powers of the Board of Directors of the Company, earlier suspended on commencement of CIRP, are now vested with the RP. In the event of a Resolution Plan, if one is received and is found compliant with the laws, is approved by the Committee of Creditors and the Authorities, the insolvency of the Company may stand resolved, which resolution may also include reliefs, concessions and waivers from creditors of the Company, and the Company will remain a Going Concern; failure of the aforementioned resolution process will lead to liquidation of the Company.
The resolution of disputes was initiated by the Company without prejudice to its rights in the matter, and though the Company did not consider itself liable to the claimants, the financial statements of the Company have been prepared on ‘Going Concern’ basis.
MSME REGISTRATION:
The Company is registered with Ministry of Micro, Small and Medium Enterprises, Government of India as 'Medium Enterprise' w.e.f. 18.07.2020 vide Udyam Registration No. UDYAM-CH-01-0000261.
TRADING OF EQUITY SHARES OF THE COMPANY:
The equity shares of the Company are traded on BSE Limited (under Scrip Code 514348) and National Stock Exchange of India (under Symbol ‘WINSOME’).
SUBSIDIARY COMPANIES/ JOINT VENTURES/ ASSOCIATES:
There are no Subsidiary Companies/ Joint Ventures/ Associates of the Company.
DIVIDEND AND TRANSFER TO RESERVE:
In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the financial year ended as on March 31, 2024.
During the year under review, the Company has made no transfer to reserves.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is presented in a separate section and forms integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to undertake any activities under the CSR as per section 135 of the Companies Act, 2013 as it does not meet applicable criteria as defined in section 135(1) of the Act and hence there is no CSR Committee constituted.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Company is not fall under Regulation 34(2)(f) of the SEBI (LODR), Regulations, 2015, hence there is no need to annex the Business Responsibility and Sustainability Report to the Annual Report.
COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.
SHARE CAPITAL:
During the financial year 2023-24, there was no change in the Share Capital of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Shri Manish Bagrodia, is Managing Director of the Company. Furthermore, the tenure of Mr. Manish Bagrodia, as Managing Director of the Company were completed on June 30, 2024. Accordingly, w.e.f. 1st July, 2024 Mr. Manish Bagrodia, continued as Non-Executive and Non-Independent Director of your Company, liable to retire by rotation and being eligible, offers himself for re-election.
(b) Mrs. Mridula Goyal is Non-Executive, Non-Independent Director has resigned from the Directorship of the Company w.e.f. 02.10.2024 due to citing health reasons. The said resignation letter is not accepted by the Resolution Professional and requested to revoke the intimation being filed by her to the concerned authorities. It is pertinent to mention here that requisite application has been filed before Hon’ble NCLT to bring on record the non-acceptance of resignation by Resolution Professional.
(c) Shri Rajiv Chadha and Shri Pankaj Mahajan are Non-Executive, Independent Director and not liable to retire by rotation.
(d) Ms. Anupma Kashyap was appointed as Additional Director in the capacity of Independent Director of the Company on 22.05.2023 and resigned from the directorship w.e.f. 22.12.2023.
(e) The tenure of five years of Shri Tilak Raj Dembla as Independent Director has been completed on 13th September, 2024. Accordingly, Mr. Tilak Raj Dembla (DIN:02605451) ceased to be independent director of the company w.e.f closure of business hour of 13th September, 2024.
(f) As per available information Ms. Neha Singhal, Company Secretary and Compliance officer of the Company has resigned from the company w.e.f. 22.12.2023. Pursuant to which, it has become difficult to appoint another CS as the company is under CIRP and professionals are reluctant to join a company under CIRP.
In view of the order of the Hon’ble National Company Law Tribunal, dated December 22, 2023, the powers of the Board of Directors of the Company stood suspended and such powers are vested with the Resolution Professional.
DECLARATION/ DISCLOSURES BY DIRECTORS:
The Directors have made the requisite declaration/ disclosures under the provisions of Companies Act, 2013 and under the regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.
PERFORMANCE EVALUATION OF BOARD:
The Company having been admitted under CIRP under Section 7 of the Code w.e.f 22.12.2023, and the powers of the Board of Directors of the Company having been suspended as per Section 17 of the Code and the same are now exercisable by the Resolution Professional, there is no evaluation of Board of Directors of the Company carried out during the year under review.
NO. OF BOARD MEETINGS:
During the period under review, falling prior to the commencement of CIRP, the Board of Directors met five times. The details regarding the attendance and the date of Board Meetings are provided in the "Corporate Governance Report". After the Commencement of CIRP, the role and responsibilities of the Board of
Directors are being fulfilled by the Resolution Professional in accordance with sections 17 and 23 of IBC 2016 and powers of the Board of Directors are suspended. Hence, no meetings of the Directors were held after the Commencement of CIRP, i.e., December 22, 2023.
CREDITORS MEETING:
Creditors’ Meetings (CoC) were conducted during the course of the financial year after commencement of CIRP and matters relevant to IBC Proceedings and revival plans were duly placed before the meetings, amongst all other items that required confirmation from Creditors.
INDEPENDENT DIRECTORS' DECLARATION:
As specified above that w.e.f December 22, 2023 the Company has been admitted to CIRP under Section 7 of the Code. Thereafter, in accordance with Section 17 of the Code, the powers of the Board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. Accordingly, the Company does not have the necessary declaration, for period under review, from the Independent Director as required in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 read with Clause 16(1)(b) and 25 of the Listing Regulations, 2015.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On appointment, a Letter of Appointment is issued to the Independent Directors setting out in details, the terms of appointment, duties, responsibilities and expected time commitments. The Independent Director on being inducted on the Board, is familiarised by way of programme with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, interaction with the senior management which in turn will help them to understand business model of the Company, its process, products etc. It also includes visit to different plants, as & when required, to providing them thorough insight in to business operations. The Company follow such approach for familiarisation not only for Independent Directors but any new appointee on the Board, whenever required. To enhance their knowledge and skills, Directors are regularly updated about recent changes/ developments in law, policies, regulations etc. The details of familiarisation programmes are available on the following weblink of the Company's website: :
https://www.winsomeyarns.com/ files/ugd/199b2d 7988df291e814459829db83f4be8b893.pdf During the period one Familiarization programme was conducted on 29.05.2023.
AUDITORS:
Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in its 33rd Annual General Meeting held on 29th September, 2023 approved the reappointment of M/s. Dhana and Associates (Formerly known as M/s. Khandelia and Sharma), Chartered Accountants (Firm Registration Number: 510525C) as the Statutory Auditors of the Company for a further period of five consecutive years (second term) from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company.
Further, as per the notification dated 7th May 2018, issued by Ministry of Corporate Affairs, the appointment of Statutory Auditors, is no more required to be ratified by members of the Company in every Annual General Meeting.
AUDITORS' REPORT:
M/s. Dhana & Associates (Erstwhile- Khandelia and Sharma), Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the financial year ended March 31, 2024. The statement on the Impact of Audit Qualifications of Financials have been given after the Independent Auditor’s Report.
THE EXPLANATION/ COMMENTS OF THE BOARD ON QUALIFICATION/ RESERVATION OR ADVERSE REMARKS GIVEN BY AUDITORS IN ITS REPORT FOR THE FINANCIAL YEAR 2023-24:
Explanation of management on the audit qualifications contained in the Auditors' Report are given in the statement of impacts of audit qualifications of the financials.
COST AUDITORS:
As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Company appointed M/s Vijay Kumar Mishra & Associates; Cost Accountant, as the Auditor of the Cost records of the Company for the year ending 31st March, 2025. Further, as specified above, as the powers of the board stood suspended and be exercised by the Interim Resolution Professional until replaced by Resolution Professional. The Committee of Creditors also approved the appointment of M/s Vijay Kumar Mishra & Associates, Cost Accountant, as the cost auditors of the Company for the year ending 31st March, 2025, at a remuneration, subject to approval and ratification by the shareholders, of Rs. 29,000 (Rupees Twenty-Nine Thousand Only) plus Taxes Plus out of pocket expenses.
The cost audit report of M/s Vijay Kumar Mishra & Associates, Cost Accountant, for the financial year 2023-24 does not contains any adverse qualification or remarks.
COST AUDIT REPORT:
Pursuant to Section 148 of the Companies Act, 2013, read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of various activities are required to be audited. The same had been audited by the Cost Auditor of the Company. The Board of Directors in their meeting held on 8.11.2023, vide Resolution No. 191.14(2), had approved the Cost Audit Report for the financial year 2022-23, and thereafter the cost audit report for the financial year 2022-23 had been filed with ROC on 24.11.2023 vide SRN-F83128132.
PUBLIC DEPOSIT:
During the year, the Company has not accepted any deposits from the public and as such. There are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
SHARE REGISTRATION ACTIVITY:
The Company has appointed “LINK INTIME INDIA PRIVATE LIMITED” a category-I Registrar and Share Transfer Agent reregistered with Securities and Exchange Board of India (SEBI) to handle the work related to Share Registry.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees given, security provided and investments made during the year as per Section 186 of the Companies Act, 2013 form part of the notes and schedules of the Financial Statements provided in this Annual Report.
DIRECTORS’ RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in the preparation of annual accounts for the year ended on 31st March, 2024, and state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) 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.
KEY MANAGERIAL PERSONNEL:
Mr. Sanjay Sharma, Chief Financial Officer, is the Key Managerial Personnel of the Company.
CORPORATE GOVERNANCE:
A separate report on 'Corporate Governance' is enclosed as a part of this Annual Report. The certificates from the Secretarial Auditor of the Company regarding compliance with Corporate Governance norms stipulated under the regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are annexed to the Report on Corporate Governance.
AUDIT COMMITTEE:
During the period under review but prior to the commencement of the CIRP, the Audit Committee met three times. The details regarding the composition, attendance and the date of Audit Committee are provided in the "Corporate Governance Report". After the Commencement of CIRP the role and responsibilities of the Board of Directors are being fulfilled by the Resolution Professional in accordance with sections 17 and 23 of IBC Code and powers of the Board of Directors are suspended. Hence, no meetings of the Audit Committee were held after the Commencement of CIRP, i.e., December 22, 2023.
NOMINATION AND REMUNERATION COMMITTEE:
During the period under review but prior to the commencement of the CIRP, the Nomination & Remuneration Committee met once. The details regarding the composition, attendance and the date of Nomination and Remuneration Committee are provided in the "Corporate Governance Report". After the Commencement of CIRP the role and responsibilities of the Board of Directors are being fulfilled by the Resolution Professional in accordance with sections 17 and 23 of IBC Code and powers of the Board of Directors are suspended. Hence, no meetings of the Nomination & Remuneration Committee were held after the Commencement of CIRP i.e. December 22, 2023.
The Committee formulated Remuneration Policy which is attached as ANNEXURE ‘A’ and forms a part of this Report of the Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the period under review but prior to the commencement of the CIRP, the Stakeholders Relationship Committee met three times. The details regarding the composition, attendance and the date of Stakeholders Relationship Committee are provided in the "Corporate Governance Report". After the Commencement of CIRP the role and responsibilities of the Board of Directors are being fulfilled by the Resolution Professional in accordance with sections 17 and 23 of IBC Code and powers of the Board of Directors are suspended. Hence, no meetings of the Stakeholders Relationship Committee were held after the Commencement of CIRP i.e. December 22, 2023.
RISK MANAGEMENT COMMITTEE:
During the period under review but prior to the commencement of the CIRP, the Risk Management Committee met two times. The details regarding the composition, attendance and the date of Risk Management Committee are provided in the "Corporate Governance Report". After the Commencement of CIRP the role and responsibilities of the Board of Directors are being fulfilled by the Resolution Professional in accordance with sections 17 and 23 of IBC Code and powers of the Board of Directors are suspended. Hence, no meetings of the Risk Management Committee were held after the Commencement of CIRP i.e. December 22, 2023.
SEXUAL HARASSMENT COMMITTEE:
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already constituted the Internal Complaint Committees at all the work places of the Company. The composition of the Committee and contact numbers of the persons to be approached have been uploaded on the website of the company i.e. www.winsomeyarns.com and has been properly displaced on the Notice Boards at all the premises of the Company, including works and head office.
The Committees have been regularly addressing the staff/ workers, particularly the female staff/ workers to make them aware about their rights under the Act and as to how and to whom the complaint, if any can be lodged.
The details of the sexual harassment cases received, disposed of and pending are given below:-
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Number of Sexual Harassment Cases pending in the beginning of the Financial Year i.e. 01.04.2023
|
Number of Sexual Harassment cases received during the Financial year 202324
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Number of Sexual Harassment cases disposed off during the Financial year 2023-24
|
Number of Sexual Harassment cases pending at the end of Financial year 2023-24
|
|
NIL
|
NIL
|
NIL
|
NIL
|
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provision of section 177(9) of the Companies Act, 2013, and as required under the provisions of regulations of the Listing Regulation, 2015, the Company has adopted the ‘Whistle Blower Policy‘ and authorized to the Audit Committee of the Board to look after all the matters relating to Whistle Blower Policy and to submit its report to Board at regular intervals, on the receipt of any concerned matter, for any appropriate action. The details of the vigil mechanism Policy/ Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It can be accessed on www.winsomeyarns.com
RELATED PARTY TRANSACTIONS:
All transactions entered into with related parties as defined under the Companies Act, 2013, and under the regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant related party transactions with the Company’s Promoters, Directors Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its review/approval under omnibus approved route. There was no material contract or arrangement or transactions with Related Party during the year. Thus, disclosure in form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard has been made in the notes to the Financial Statements.
Related Party Transactions upto the date of commencement of CIRP were placed before the Audit Committee and Board of the Company. Prior omnibus approval of the Audit Committee and Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions was placed before the Audit Committee and Board for their approval on a quarterly basis..
The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website (www.winsomeyarns.com). None of the Directors have had any pecuniary relationship or transactions with the Company.
LISTING OF SHARES:
The Equity Shares of your Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for the financial year 2024-25 has been paid to BSE and NSE.
SIGNIFICANT AND MATERIAL ORDER:
The same is provided and explained under the heading of status of corporate insolvency resolution process under insolvency and bankruptcy code 2016 (IBC) after initiation.
RATINGS, AWARDS, ACHIEVEMENTS & RECOGNITIONS:
The data pertaining to the Credit Rating, awards, achievements is not available.
INTERNAL FINANCIAL CONTROLS:
The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
MINI HYDRO POWER PROJECTS:
There are five mini hydro power projects of the Company situated at Sidhwan Canal, Distt. Ludhiana, Punjab. The details of the same are as under:
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Site Name in State of Punjab
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Date of Commissioning
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Installed Generated Capacity
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Barewal
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Commissioned on 12th June, 2010
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900 KW
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Bharowal
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Commissioned on 12th January, 2013
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750 KW
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Isewal
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Commissioned on 15th July, 2011
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900 KW
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Mansian
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Commissioned on 22nd Sep., 2010
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500 KW
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Raowal
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Commissioned on 29th August, 2011
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850 KW
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ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND 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(3) of The Companies (Accounts) Rules, 2014, is annexed as ANNEXURE ‘B’.
ENERGY SAVING INITIATIVES:
The Company is continually making its best efforts to save the energy consumption.
ENVIRONMENT AND POLLUTION CONTROL:
Top priority continues to be given to preservation of the environment by all the units of the Company. To combat pollution and strengthen the area ecology, considerable emphasis is placed on plantation of fragrant and shady trees. We are cautious of preserving water through recycling and rainwater harvesting to the extent possible. All manufacturing facilities possess the required environmental clearance from the respective Pollution Control Boards and do comply with the relevant legislation.
The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.
PARTICULARS OF EMPLOYEES:
The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE ‘C’ and forms a part of this Report of the Directors.
EXTRACT OF ANNUAL RETURN:
The annual return of the company will be available on the Company's website www.winsomeyarns.com. SECRETARIAL AUDIT:
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 Girish Madan & Associates, a firm of Company Secretaries in practice (C.P. No. 3577) to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report (MR-3) for the financial year ended 31st March, 2024, is annexed as ANNEXURE 'D' to this Report.
WEBSITE:
Pursuant to the provisions of Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is maintaining a website i.e. www.winsomeyarns.com.
CASH FLOW ANALYSIS:
In conformity with the provisions of regulations of Listing Regulations, the Cash Flow Statement for the financial year is annexed with financial statements.
INSURANCE:
The properties of the Company have been adequately insured against fire, flood, earthquake and explosive risks etc.
ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
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