Subh Tex India Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their Annual Report on the business of the operations of the company and the accounts for the Financial Year ended March 31, 2018

1. Financial summary or highlights/Performance of the Company(standalone)

The Boards Report shall be prepared based on the standalone financial statements of the company.

Particulars	2017-2018	2016-17
Gross Income	3,22,54,079	77,34,439
Profit / Loss Before Interest and Depreciation	(12,24,41,598)	(12,01.101)
Net Profit Before Tax	(12,24,41,598)	(12,01.101)
Provision for Tax
Net Profit After Tax	(12,24,41,598)	(12,01.101)

2. Brief description of the Companys working during the year / state of companys affair

Currently, our company is engaged in the business of manufacturing fabric viz suiting & Shirting for the domestic and international market. At the same time our Company is involved in trading of various textile products which are of high quality and also bulk trading

3. Change in the nature of business, if any

There is no Change in the nature of Business.

The company got Listed on SME Platform on October 22, 2013.

4. Dividend

Due inadequate profit the Company has not declared dividend.

5. Share Capital

The Company has not allotted any shares during the year.

6. Directors and Key Managerial Personnel

The company is not falling within the statutory limit of the Companies Act, 2013 to appoint Key Managerial Personnel. Therefore, the Company has not appointed any key Managerial Personnel. Further there is no change in composition of Board of Directors of the company during the year..

7. Report on Corporate Governance

As per SEBIs Circular No- CIR/CFD/Policy Cell/7/2014 dated 15^th September 2014, the provisions of clause 49 of the Listing Agreement are not mandatory, hence no such report is required for the Company.

8. Particulars of Employees

As required under the provision of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexurelll)

B) Details of the every employee of the Company as required pursuant to 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Boards Report.

D) The following disclosures shall be mentioned in the Board of Directors report under the heading "Corporate Governance", if any, attached to the financial statement:-

i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the directors;

ii) Details of fixed component and performance linked incentives along with the performance criteria;

iii) Service contracts, notice period, severance fees;

iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

11. Auditors:

The Auditors, M/s Jain Anil & Associates, Chartered Accountants, appointed as Statutory Auditor at the last Annual General Meeting held on 29^th September,2018 for a term of five consecutive years i.e. 2017 - 2018, 2018-19, 2019-20, 2020-21 and 2021-22. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

Pursuant to rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid appointment needs to be ratified by the members at the forthcoming Annual General Meeting. Accordingly, on recommendation of the Audit Committee, the Board of Directors recommends to the shareholders the ratification of appointment of M/s Jain Anil & Associates, Chartered Accountants, as the statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year 2020 -21

A certificate from M/s Jain Anil & Associates, Chartered Accountants that their appointment is within the prescribed limits under section 141 of the Companies Act, 2013 has been obtained. .

The observations and comments given in the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further information and explanation or comments under Section 134 (3) (f) of the Companies Act,2013. The report not contain any qualification, reservation or adverse remark or disclaimer.

12. Internal Audit & Controls

The Company continues to engage M/s Himank Desai & Co.as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

13. Policy:

During the year the Company Formulated and Adopted Codes under SEBI (Prohibition Of Insider Trading) Regulations 2015, Whistle Blower Policy/ Vigil Mechanism, Risk ManagementPolicy and also formulated and adopted Code of Independent directors and Code of for Board and Senior Management.

1 Board of Directors:

Category	No. of directors
Non- Executive & Independent Directors including the Chairman	2
Executive Director (CEO & Managing Director)	1
Total	3

The Chairman of the Board is an Executive Director.

As required under Section 149(3) of the Companies Act, 2013, & Clause 49(H) (A) of Listing Agreement, Mrs. Sheela Kadechkar as (DIN:06862410), a Woman Director, has been appointed as an Independent Director on the Board.

Other Relevant details of Directors:

Name of Director	Date of Resignation	Date of Appointment	Category	No. of Directorship (s) held in Indian public & Private Limited Companies	Committee (s) position
					Member	Chairman
Mr. VINAY PODDAR (DIN:00148171)		02/04/2017	Managing director /CEO / CFO	1	1
MRVINOD JAGMOHAN BANSAL (DIN:01921383)		29/09/2015	Independent Director	1
MRS.SHEELA SOMNATH KADECHKAR(DIN:06862410)		30/06/2015	Independent Director	2	1

Board Meetings held during the year

Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
24th April 2017 .	3	3
21st July 2017	3	3
20th October 2017	3	3
19th January,2018	3	3

 

Name of Director	Attendance at the Board Meetings held on				Attendance at AGM held on 30th September 18
	24.04.2017	21.07.2017	20.10.2017	19.01.2018
Mr. VINAY PODDAR (DIN:00148171)	P	P	P	P	P
MR. VINOD JAGMOHAN BANSAL (DIN:01921383)	P	P	P	P	P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410)	P	P	P	P	P

COMMITTEES OF THE BOARD

a) Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31, 2018 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Attendance at the Board Meetings held on
		24/04/2017	21/07/2017	19/01/2018
Mr. VINAY PODDAR(DIN:00148171 )	Executive and Non Independent	P	P
MR. VINOD JAGMOHAN BANSAL(DIN:01921383)	Non-executive and Independent	P	P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410)	Non-executive and Non Independent	P	P

The Committee is governed by a Charter which is in line with the regularity requirements mandated by the Companies Act 2013 and Clause 49 of the Listing Agreement. Some of important functions performed by the Committee are:

b) Remuneration Committee

The composition of the Remuneration Committee as at March 31, 2018 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Attendance at the Board Meetings held on
		24/04/2017	21/07/2017
Mr. VINAY PODDAR(DIN:00148171)	Executive and Non Independent	P	P
MR. VINOD JAGMOHAN BANSAL(DIN:01921383)	Non executive and Independent	P	P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410)	Non executive and Non Independent	P	P

d) Stakeholders* Relationship Committee (mandatory committee)

In compliance with the provisions of section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders/lnvestors Grievance Committee" as the "Stakeholders Relationship Committee.

The terms of reference of the Committee are:

Name of Director	Category	Attendance at the Board Meetings held on
		20/10/2017	19/01/2018
Mr. VINAY PODDAR(DIN:00148171)	Executive and Non Independent	P	P
MR. VINOD JAGMOHAN BANSAL(DIN:01921383)	Non executive and Independent	P	P
MRS.SHEELA SOMNATH KADECHKAR(DIN: 06862410)	Non executive and Non Independent	P	P

During the year, no complaints were received from shareholders. The balance complaints were under various stages of investigation. As on March 31, 2018, no investor grievance has remained unattended/ pending for more than thirty days.

Independent Directors Meeting

During the year under review, the independent Directors met on March 31, 2018 inter alia, to discuss:

• Evaluation of the performance of Non-independent Director and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors..

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

TERMS OF APPOINTMENT & REMUNERATION - CEO & MD

Mr. Vinay Poddar (DIN: 00148171)

Period of Appointment	3 years w.e.f. April 02, 2017 to April 01, 2020
Salary Grade	2,40,000/-
Allowances
Perquisites
Retrial Benefits
Performance Bonus
Sign - on - Amount
Deferred Bonus
Minimum Remuneration
Notice Period & Severance Fees
Other

15. Extract of annual return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT9as a part of this Annual Report as ANNEXURE I.

16. General Body Meetings

Particulars of last three Annual general meetings:

Year ended 31st March,	Venue	Date	Time	Special Resolutions Passed
2017	At the Registered Office	29/09/2017	11.00 a.m.	-
2016	At the Registered Office	30/09/2016	11.00 a.m.	-
2015	At the Registered Office	29/09/2015	11.00 a.m.	-

17. Extraordinary General Meeting (EGM)

No Extraordinary General Meeting held during the Financial Year 2017-2018

18. During the year under review. No resolution has been passed through the exercise of postal ballot.

E - Voting Facility to members Exempt as the Company is SME Listed.

19. Material changes and commitments, if any, 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 the report

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

20. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

21. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year - NIL

(b) remained unpaid or unclaimed as at the end of the year - NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved - NIL

22. Particulars of contracts or arrangements with related parties :

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC -2.As Annexure llto the Board Report.

23. STATUTORY DISCLOSURES

In terms of the provisions of section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation energy, technology absorption, foreign exchange and outgo are as follows:

a) Conservation of energy

(i) The steps taken or impact on conservation of energy	NIL
(ii) The steps taken by the company for utilizing alternate sources of energy	NIL
(iii) The capital investment on energy conservation equipments	NIL

(b) Technology absorption

(i) The efforts made towards technology absorption	NIL
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
(a) The details of technology imported	NIL
(b) The year of import;	NIL
(c) Whether the technology been fully absorbed	NIL
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv) The expenditure incurred on Research and Development	NIL

25. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on. the promotion of talent internally through job rotation and job enlargement.

26. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause ( c) of sub - section (3) of section 134 of the Companies Act, 2013, shall 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; and

(e) the director, had laid down internal financial controls to be followed by the company and That such internal financial controls are adequate and were operating effectively.

(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.

27. LISTING WITH STOCK EXCHANGES:

The Company got listed on 22st October, 2013 on SME platform of BSE.The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where the Companys Shares are listed.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

	For and on behalf of the Board of Directors of
Subhtex (India) Limited
Registered Office	Mr. VinayPoddar	Mrs. SBeela Kadechkar
18, SURTI CHAMBERS,	Managing Director	Director
2ND DHOBI TALAO LANE,	(DIN: 00148171)	(DIN: 06862410)
MUMBAI - 400 002
(PLACE):Mumbai
DATE): 05th Sept.2018