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A K Spintex Ltd.

BSE: 539300 Sector: Industrials
NSE: N.A. ISIN Code: INE671K01019
BSE LIVE 12:45 | 06 Dec 58.50 -0.30
(-0.51%)
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58.50

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58.50

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 58.50
PREVIOUS CLOSE 58.80
VOLUME 44
52-Week high 65.90
52-Week low 32.30
P/E 13.30
Mkt Cap.(Rs cr) 29.43
Buy Price 0.00
Buy Qty 0.00
Sell Price 58.50
Sell Qty 6.00
OPEN 58.50
CLOSE 58.80
VOLUME 44
52-Week high 65.90
52-Week low 32.30
P/E 13.30
Mkt Cap.(Rs cr) 29.43
Buy Price 0.00
Buy Qty 0.00
Sell Price 58.50
Sell Qty 6.00

A K Spintex Ltd. (AKSPINTEX) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 21st Annual Report on thebusiness and operations of the Company and the accounts tor the Financial Year ended March31 2015.

FINANCIAL SUMMARY

Financial Results 2014-2015 2013-2014
Turnover 4419.20 3955.93
Operating Profit before interest depreciation & tax 421.25 381.73
Less: Interest 173.80 164.94
Profit Before Depreciation & Tax 247.45 216.79
Less: Depreciation 215.01 165.83
Profit Before tax 32.43 50.96
Less: Income Tax (Current) 38.41 10.40
Profit after tax (5.98) 40.56
LESS: MAT Credit Entitlement - 16.71
ADD: Deferred fax (Current) 18.18 18.80
Profit after provision for deterred tax 12.20 12.65
Add: Balance brought forward 515.95 473.29
Balance carried to Balance Sheet 528.15 515.95

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2014-15 andperiod subsequent there to have been given hereunder.

• In view. if the result for the financial year company turnover has beenremarkable increase by 11% but profit was decrease by71%. Due to the effect ofDepreciation as per Companies Act-2013 otherwise company has been performed very well inthis year and Board of directors are hopeful that they will increase the turn over as wellas profit even in this recession and stiff competition in the processing sector. Thedirectors are fully hopeful to achieve better results in future years.

• Company has taken the expansion in this year by adding an imported machineComfit Finish Range machine for better finishing. Board of Director has taken a very bigstep by adding 100% cotton fabric processing in company for this they added FullyAutomatic Yamuna Hydraulic Jigger Machine in this regard.

DIVIDEND

With a view to provide a cushion lor any financial contingencies in the future and tostrengthen the financial position of die Company your Directors have decided not torecommend any dividend for the period under review.

POLLUTION CONTROL

Your directors have pleasure to report that they going to install three stages R. O.System of 1500 KLD which is very important for pollution control measures. And at presentin water crisis problem it is very helpful and necessary for us. Our new ETP and to beinstalled R. O. System is a complete solution of water pollution.

DISCLOSURE OK PARTICULARS

Information under Section 217(2A) of theCompanies Act 1956 read with the Companies( Particulars of Employees) Rules 1975 andInformation as per Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 relating to conservation of energy technology absorption foreignexchange earnings and outgo are given in Annexure forming part of this report.

LISTING OF SHARES

The Shares of the Company are listed m die following Stock Exchanges: - Jaipur StockExchange Ltd. Jaipur.Delhi Stock Exchange Association Ltd. New Delhi.

Listing fee has already been paid to both the Stock Exchange for the year 2014-2015 intime.

DIRECTORS

In accordance with the Companies Act 2013 Shri Sourabh Chhabra director of thecompany will retire at the forthcoming Annual General Meeting but being eligible offersthemselves for reappointment.

PUBLIC DEPOSIT

The Company has not accepted any fixed deposit from the public within the meaning ofSection 73 &76 of the Companies Act 2013.

APPOINTMENT OF SHARE TRANSFER AGENT

Company has been appointed SEBI Registered Beetal Financial & Computer Services (P)Ltd. New Delhi as Transfer agent for transfer of shares

DEMAT OF SHARES

Company has been made an arrangement with NSDL and CDSL to convert physical shares intoDemat form So member can convert his/her Shares in to demat form.

RESERVES

Your Directors propose to carry Rs. 12. 20 Lac /- being theprofit for the current year to the Balance Sheet during the financial year ended March 312015.

CAPITAL STRUCTURE

There is no change in the authorised and paid up share capital of the company duringthe year.

The Authorised Share Capital of the Company is Rs. 10 00 000 00/- (RupeesTen crore only) divided into 1 Crore) equity shares of Rs. 10/- each.

The Paid up share capital of the Company is Rs. 5 03 17 500 only) divided into 5031 750) equity shares of Rs. 10/- each.

INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS

Your company is Public Limited companies engaged inter-alia in the area of Man. VladeFabric headquartered at Bhilwara (Raj ) India and not have any subsidiary company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments allotting the financial position of the companyhave occurred between the end of the fianancial year of the company to which the financialstatements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Excecutive Directors and KMPs:

(i) At the Annual General Meeting (AGM) of the Company held on September 30th2014 the Members had re-appointed Mr. Tilok Chand Chhabra (DIN 00167401) Director

(ii) Mr. Sourabli Chhabra (DIN: 00488493) director is liable to retire by rotation andbeing eligible offer herself for re-appointment as director of the Company.

2. Independent Directors:

(i) Mr. Sandeep hinger (DIN: 06885495) Mr. Praveen Kumar Korhari (DIN: 06885503 ) andSmt. Divya Rameshchand Kacchara (DIN. 06885490) were appointed as the IndependentDirectors under the Companies Act. 2013 lor a term of 5 years with effect from 30th May2014.

(ii) All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

The Board of Directors has appointed Mr. Diucsh Porwal as a CKO and Mr. Ashish KumarBagrecha as a CS (ACS 34182) as required under section 203 of the Companies Act 2013 onthe recommendation of the Nomination & Remuneration Committee and designated them asthe Key Managerial Personnel.

MEETINGS OF TH? BOARD OF DIRECTORS

The Board of Directors of the Company met 7 times during the year on 30th May 2014 5th August 2014 25th September 201412th November 2014 15th December. 20M 13th February 2015. and 21st March 2015. in respect of which proper notices weregiven and the proceedings were properly recorded signed and maintained in the Minutesbook kept by the Company for the purpose. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

Board independence

Our definition of independence’ of Directors is derived from Clause 49 of theListing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013. Basedon the confirmation/disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013: -

(i) Mr. Sandeep hinger (DIN: 06885495)

(ii) Mr. Paveen kumar Kothari (DIN: 06885503 )

(iii) Smt. Divya Rameshchand Kacchara (DIN: 06885490)

Annual evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance.

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. Member of the Board not participated in the discussion ofhis/her evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 it is herebyconfirmed. Accounting Standards: -

While preparing the annual accounts of the company for the year ended 31st March 2015the applicable accounting standards had been followed along with proper explanationsrelating to material departures if any.

Accounlina Policies: -

The directors have selected such accounting policies and applied them consistently andreasonable and prudent judgment and estimates were made so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period.

Preparation of accounts on a going concern basis: -

The Annual accounts have been prepared on a going concern basis.

The directors had laid down internal financial controls to be followed by the companyand such internal financial control is adequate and operating well

Compliance: -

The directors had devised proper system to ensure compliance with the provision of allapplicable laws and that such system is adequate and operating effectively.

COMMITTEES OF THE BOARD;

During the year in accordance with the Companies Act 2013. the Board has thefollowing 3 (Three) Committees as follows

(1) Audit Committee

(2) Nomination and Remuneration Commmee

(3) Stakeholders' Relationship Committee

PARTICULARS OK CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

Your Company has entered into transactions with the related parties which are in itsordinary course of business and are carried out on an arm's length basis and hence theprovisions of Section 188 are not applicable

OR

The particulars of every contract or arrangements entered intoby the Company with related parties referred to in sub-section (I) of section 188 of theCompanies Act. 2013 including certain arm’s lengthtransactions under third proviso thereto shall be disclosed in Form No. AOC-2. As AnnexureIII (Format enclosed)

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

None of the employee of your company who was employed throughout the financial yearwas in receipt of remuneration in aggregate of sixty lakh rupees or more or if employedfor the part of the financial year was in receipt of remuneration of five lakh rupees ormore per month.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT VENTURESOR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceasedto be subsidiaries joint ventures or associate companies and the Company has nosubsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

The Company has no subsidiary

AUDITORS

The Company in its 20th Annual General Meeting (AGM) held on 30th September. 2014appointed M/s O. P. DAD& Co. (Firm Registration No 002330C) Chartered Accountants asStatutory' Auditors of the Company will retire at the forthcoming Annual General Meetingand are eligible for reappointment. In accordance with the Companies Act 2013 it isproposed to reappoint them from the conclusion of this Annual General Meeting till theconclusion of the Twenty third Annual General Meeting subject to the approval ofshareholders; however their terms of appointment and remuneration shall be ratified bythe members of the Company in the ensuing AGM

AUDITORS REPORT

There is no qualification reservation or adverse remarks or disclaimer made by theauditors in their report.

SECRETARIAL AUDIT REPORT

The requirement of obtaining a Secretarial Audit Report from the practicing companysecretary is applicable to the Company

The Board has appointed M/s M Sancheti & Associates. Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report in formMR-3 for the financial year ended March 31 2015 is annexed herewith marked as Annexure IIto this Report The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

APPOINTMENT OF COST AUDITOR

As per the direction given by the Central Government the Company has based on anapplication made received the Government's approval for re-appointment of M's V. K. Goyal& Co. a firm of Cost Accountants as the Cost Auditor of the Company for the yearending 31st March. 2016.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return inform MGT-9 for the year ended 31st March 2015 is annexed herewith as "Annexure I.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisiors of Section 135 of The Companies Act 1956. read with rules framedthere under every company including its holding or subsidiary and a foreign companywhich fulfills the criteria specified in sub-section (I) of section 135 of the Act shallcomply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (I) ofsection 135 of the Act your Company is not required to constitute a Corporate SocialResponsibility ("CSR") Committee.

VIGIL MECHANISM

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to dealwith instance of fraud and mismanagement if any. The details of the Vigil MechanismPolicy are explained in the Corporate Governance Report as Annexure IV.

RISK MANAGEMENT POLICY

Risk management is the identification assessment and taking -activemeasures to face the impact of various risks. Risks may arise from uncertainty infinancial markets project failures legal liabilities credit risk accidents naturalcauses and disasters etc. The Company has adopted appropriate procedure and policies tosafeguard the company against business and other risk to mitigate its impact to the extentpossible. The Risk management plans & policies are periodically monitored reviewedand evaluated and updated from time to time.

PARTICULARS OF LOANS GUARANTEES OR INVEST MENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of Loans guarantees or investments made under Section 186 arefurnished hereunder:

Details of Loans:

SL No Date of making loan Details of Borrowe Amount Purpose for which the loan is to he utilized by the recipient Time period for which it is given Date of DR Dale of SR (if reqd) Rate of Interest Security
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Details of Investments: -

SL

No

Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expect ed rate of return
Nil Nil Nil Nil Nil Nil Nil Nil

Details of Guarantee / Security Provided:

SL

No

Date of providing security /guarani ee Details

of

recipien

Amounl Purpose for which the securiiy/guarante

c is proposed to be utilized by the recipient

Date of BR Date of SR (if any) Commissio

n

Nil Nil Nil Nil Nil Nil Nil Nil

INTERNAL CONTROL SYSTEMS

The Company's internal control systems are adequate and commensurate with the natureand size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accountingstandards

• Optimum utilization effieient monitoring timely maintenance and safety of itsassets.

• Compliance with applicable laws regulations and management policies.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting the industrialrelations were cordial

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules

2014 regarding conservation of energy and technology absorption docs not apply to yourCompany.

FOREIGN EXCHANGE EARNINGS A OUTGO

Value of Imports NIL
Expenditure in Foregn Currency Rs
Value of Imported Raw Material NIL
Foreign Exchange Earnings during the year NIL

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

There was no case Tilled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe anusphere for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee

INDUSTRIAL RELATION

Industrial relation remained cordial and peaceful during the year. Your Directors wishto place on record the appreciation for the devoted services rendered by the workersstaff and executives of the Company al all levels which have very much contributed to theefficient management of the Company’s affaire and assistance

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreements with the stock exchanges CorporateGovernance Report and Auditor's Certificate regarding compliance of conditions ofCorporate Governance are made a part of the annual Report.

ACKNOWLEDGEMENT

The Directors would like to express their grateful appreciation for the assistance andco-operation received from customers vendors stakeholders. Central and State governmentAuthorities and other business associates and bankers of the Company. Your Directors takethis opportunity to thank all the employees for rendering high quality service to everyconstituent of the Company’s customers. The employees have worked on principles ofhonesty integrity fair play and this has helped to ensure a sustained excellence inperformance Finally Directors would like to convey their gratitude to the members and lookforward to their continued support.

FOR AND ON BEHALF OF THE BOARD
PLACE: BHILW AR A [P. C. CHHABRA] [T. C. Chhabra] A.K BAGRECHA
DATED: 30. 05. 2015 Din No-001556331 Din No-00167401 COMPANY SECRETARY
MANAGING DIRECTOR DIRECTOR

SECRETARIAL AUDIT REPORT

For the Financial Year ended on 31st March 2015

{Pursuant to Section 204 (1) of the Companies Act. 2013 and Rule No. 9 ofthe Companies (Appointment and Remunerate of Managerial Personnel) Rules 2014)

To

The Members

A. K. SPINTEX LIMITED 14 K. M. STONE BILIYA KALAN CHITTORGARH ROAD BHILWARA- (RAJ. )

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by A. K. SPINTEX LIMITED(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

??sed on my verification of company's books papersminute books forms and returns filed and other records maintained by the Company and alsothe Information provided by the Company its officers agents and authorizedrepresentatives during the conduct of Secretarial Audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended on 31stMarch

2015 compiled with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance mechanism In place to the extent In the mannerand subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder;

2. i he Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (’SEBI Act’) -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Secunties and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during Audit Period)&

(h) The securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during Audit Period)

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(Not Notified hence not applicable to the Company during Audit Period)

(ii) The Listing Agreements entered into by the Company with Jaipur Stock ExchangeLimited Delhi Stock Exchange Limited National Stock Exchange of India Limited andCenteral Depository Services Limited.

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. as mentioned above except to theextent as mentioned below:

I further report that having regard to the compliance system prevailing in the companyand on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable specificallyto the Company:

1. The Air (Prevention and Control of Pollution) Act 1981

2. The Environmert (Protection) Act 1986

3. The Employees Provident Funds and Miscellaneous Provisions Act 1952

4. Employees' State Insurance Act 1948

5. Equal Remuneration Act 1976

6. The Factories Act 1948

7. The Industrial Employment (Standing Orders) Act 1946

8. Maternity Benefit Act 1961

9. Legal Metrology Act 2009

10. The Minimum Wages Act 1948

11. The Payment of Wages Act 1936

12. The Negotiable Instruments Act 1881

13. The Water (Prevention and Control of Pollution) Act 1974

14. The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company has not constituted an internal complaints Committee. However theCompany being certified under Worldwide Responsible Accredited Production (WRAP) has acommittee for prevention of sexual harassment of women at work place.

I further report that during the year under review:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda are sent at least seven days in advance a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participetion at the meeting.

Majority decisior Is carried through while the dissenting members views are capturedand recorded as part of the minutes.

However Company has appointed CFO but form related to the appointment has not beenFiled with ROC till date

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For M Sancheti & Associates
Company Secretaries
Proprietor
Dated: 15th May 2015 M. No.: F7972
Place: Jaipur C. P. NO.. 8997

(This report Is to be read with our letter of even date which is annexed as Annexure-A which forms an integral part of this report. )

Annexure-A"

To

The Members

A. K. SPINTEX LIMITED 14 K. M. STONE BIUYA KALAN CHITTORGARH ROAD

BHILWARA-311001 (RAJ. )

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct farts are reflected insecretarial records. We beleve that the processes and practices we followed provide areasonable basis for our opinion.

3. we have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For M Sancheti & Associates
Company Secretaries
Proprietor
Dated: 15th May 2015 M. No.: F7972
Place: Jaipur C. P. No.: 8957

Annexure- III

FORM INO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules. 2014.

Form for Disclosure of particulars of contracts arrangements entered into by thecompany with related parties referred to in sub section (I) of section 188 of theCompanies Act 2013 including certain amis length transaction under third proviso thereto.

I Details of contracts or arrangements or transactions not a Ann ’ s length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship N A.
b) Nanre of contracts /arrengements /transaction N. A.
c) Duration of the contracts/arrengement /transaction N. A.
d) Salient terms of the contracts or arrangements or transaction including the value if any N. A.
e) Justification for entering into such contracts or arrangements or transactions N. A.
i) Date of approval by the Board N. A.
g) Amount paid as advances if any N. A.
w Date on which the special resolution was passed in General meeting as required under first proviso to section 188 N. A.

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship N. A.
b) Nature of contracts arrangements. transaction N. A
c) Duration of the contracts. arrangements/'transaction N. A.
d) Salient terms of the contracts or arrangements or transaction including the value if any N. A.
c) Date of approval by the Board N. A.
0 Amount paid as advances if any N. A.

 

FOR AND ON ?EH?LF OF THE BOARD
PLACE: BHILWARA [P. C. CHHABRA] [T. C. Chhabral] A. K. BAGRECHA
DATED: 30. 05. 2015 Din No-00155633! Din No-00167401 COMPANY SECRETARY
MANAGING DIRECTOR DIRECTOR

Annexure IV

VIGIL MECHANISM / WHISTLE BLOWER POLICY A. K. SPINTEX LIMITED

1. PREFACE

1. 1. Section 177 of the Companies Act 2013 requires every listed company and suchclass or classes of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.The Company has adopted a Code of Conduct for Directors and Senior Management Executives("the Code") which lays down the principles and standards that should governthe actions of the Company and its employees. Any actual or potential violation of theCode howsoever insignificant or perceived as such would be a matter of serious concernfor the Company. Such a vigil mechanism shall provide for adequate safeguards againstvictimization of persons who use such mechanism and also make provision for direct accessto the chairperson of the Audit Committee in appropriate or exceptional cases.

1. 2 Clause 49 of the Listing Agreement between listed companies and the StockExchanges inter alia provides for a non-mandatory requirement for all listed companiesto establish a mechanism called ‘Whistle Blower Policy’ for employees to reportto the management instances of unethical behavior actual or suspected fraud or violationof the company's Code of Conduct.

1. 3. Under these circumstances A. K. Spintex Limited being a Listed Company proposesto establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for thesame.

2. POLICY OBJECTIVES

2. 1. The Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases.

2. 2. This neither releases employees from their duty of confidentiality in the courseof their work nor can it be used as a route for raising malicious or unfounded allegationsagainst people in authority and / or colleagues in general.

3. SCOPE OF THE POLICY

3. 1 This Policy covers malpractices and events which have taken place /suspected to have taken place misuse or abuse of authority fraud or suspectedfraud violation of company rules manipulations negligence causing danger to publichealth and safety misappropriation of monies and other matters or activity on account ofwhich the interest of the Company is affected and formally reported by whistle blowersconcerning its employees.

DEFINITIONS

4. 1. "Alleged wrongful conduct" shall mean violation of law. Infringement ofCompany's rules misappropriation of monies actual or suspected fraud substantial andspecific danger to public health and safety or abuse of authority"

4. 2. "Audit Committee" means a Committee constitutedby the Board of Directors of the Company in accordance guidelines of listing Agreement andCompanies Act 2013.

4. 3. "Board" means the Board of Directors of the Company.

4. 4. "Company" means the A. K. SPINTEX LIMITED and all its offices.

4. 5. "Code" means Code of Conduct for Directors and Senior ManagementExecutives adopted A. K. SPINTEX LIMITED

4. 6. "Employee" means ail the present employees and whole time Directors ofthe Company.

4. 7. "Protected Disclosure" means a concern raised by an employee or groupof employees of the Company through a written communication and made in good faith whichdiscloses or demonstrates information about an unethical or improper activity under thetitle "SCOPE OF THE POLICY" with resped to the Company. It should be factual andnor speculative or in the nature of an interpret at ion / conclusionmid should contain as much specific information as possible to allow for proper assessmentof the nature and extent of the concern.

4. 8. "Subject" means a person or group of persons against or in relation towhom a Protected Disclosure is made or evidence gathered during the course of aninvestigation

4. 9. "Vigilance and Ethics Officer" means an officer appointed to receiveprotected disclosures from whistle blowers maintaining records thereof placing the samebefore the Audit Committee for its disposal and informing the Whistle Blower the resultthereof

4 .10. "Whistle Blower" is an employee or group of employees who make aProtected Disclosure unde this Policy and also referred in this policy as complainant

5 ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under thePolicy in relation to matters concerning the Company.

6 RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

6 .1 All Protected Disclosures should be reported in writing by the complamant as soonas possible after the Whistle Blower becomes aware of the same so as to ensure a dearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English and Hindi.

6 2 The Protec. ed Disclosure should be submitted in a closed and secured envelope andshould be super scribed as "Protected disclosure under the Whistle Blowerpolicy" Alternatively the same can also be sent through email with the subject"Protected disclosure under the Whistle Blower policy". If the complaint is notsuper scribed and closed as mentioned above it will net be possible for the AuditCommittee to protect the complainant and the protected disclosure will be dealt with as ifa normal disclosure. In order to protect identity of the complainant the Vigilance andEthics Offcer will not issue any acknowledgement to the complainants and they are advisedneither to write their name / address on the envelope nor enterinto any further correspondence with the Vigilance and Ethics Officer. I he VigilanceOfficer shall assure that in case any further clarification is required he will get intouch with the complainant

6. 3. The Protected Disclosure should be forwarded under a coveringletter signed by the complainant The Vigilance Officer and ethics / Chairmanof the Audit Committee/ MD/ Chairman as the case may be shall detach the covering letterbearing the identity of the Whistle Blower and process only the Protected Disclosure.

6.4 All Protected Disclosures should be addressed to the Vigilance and ethics Officerof the Company or to the Chairman of the Audit Committee/ MD/ Chairman in exceptionalcases. The contact details of the Vigilance Officer are as under: -

Name and Address - Ashish Kumar Bagrecha A. K. SPINTEX LIMITED 14 K. M. Stone BiliyaKalan Chittor Road Bhilwara-311001

6 .5 Protected Disclosure against the Vigilance and Ethics Officer should be addressedto the Chairman of the Company and the Protected Disclosure against the Chairman andManaging director of the Company should be addressed to the Chairman of the AuditCommittee. The contact details of the Chairman & Director and the Chairman of theAudit Committee arc as under:

Name and Address of Chairman and Director - Shri Prakasb Chand chhabra
A. K. SPINTEX LIMITED
14 K. M. Stone Biliya Kalan
Chittor Road Bhiiwara-31100.1
Email akspmtex@gmail. com
Name and Address of the - Shri Sandeep hingcr
Chairman of the Audit Committee 19 Bhopal Gaij
Mahaveer Mohalla Bhilwara-311001
Email akspintex@gmail. com

6 . 6 On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman & Managing Director / Chairman ofthe Audit Committee as the ease may be shall make a record of the Protected Disclosureand also ascertain from the complainant whether he was the person who made the protecteddisclosure or not. He shall also carry out initial investigation either himself or byinvolving any other Office- of the Company or an outside agency before referring thematter to the Audit Committee of the Company for further appropriate investigation andneedful action The record will include:

a) Brief facts;

b) Whether the same Protected Disclosure was raised previously by anyone and if sothe outcome thereof.

c) Whether the same Protected Disclosure was raised previously on the same subject.

d) Details of actions taken by Vigilance and Ethics Officer Chairman & ManagingDirector for processing the complaint

e) Findings of the Audit Committee

f) The recommendations of the Audit Committee/ other action(s).

6. 7 The Audit Committee if deems fit may call lor further information or particularsfrom the complainant

7. INVESTIGATION

7 1 All protected disclosures under this policy will be recorded and thoroughlyinvestigated. the Audit Committee may investigate and may at its discretion considerinvolving any other Officer of the Company and/ or an outside agency for the purpose ofinvestiganon

7. 2. The decision to conduct an investigation is by itself not an accusation and is tobe treated as a neutral fact finding process

7. 3. Subjects) will normally be informed in writing of the allegations at the outsetof a formal investigation and have opportunities for providing their inputs during theinvestigation.

7. 4 Subjcct(s) shall have a duty to co-operate with the Audit Committee or any of theOfficers appointed by it in this regard.

7. 5. Subject(s) have a right to consult with a person or persons of their choiceother than the Vigilance and Ethics Officer / Investigators and/ormembers of the Audit Committee and/or the Whistle Blower.

7. 6. Subject(s) have a responsibility not to interfere with the investigation.Evidence shall not be withheld destroyed or tampered with and witness shall not beinfluenced coached threatened or intimidated by the subject(s).

7. 7. Unless there are compelling reasons not to do so subjcct(s) will be given theopportunity to rcspoud to material findings contained in the investigation report. Noallegation of wrong doing against a subject(s) shall be considered as maintainable unlessthere is good evidence in support of the allegation.

7. 8. Subject(s) have a right to be informed of the outcome of the investigations. Ifallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company.

7. 9. The investigation shall Ik completed normally within 90 days of the receipt ofthe protected disclosure and is extendable by such period as the Audit Committee deemsfit.

8. DECISION AND REPORTING

8. 1. If an investigation leads the Vigilance and Ethics Officer / Chairmanof the Audit Committee to conclude that an improper or unethical act lias been committedthe Vigilance and Ethics Officer / Chairman of the Audi! Committeeshall recommend to the management of the Company to take such disciplinary or correctiveaction as he may deem fit it is clarified that any disciplinary or corrective actioninitiated against the Subject as a result of the findings of an investigation pursuant tothis Policy shall adhere to the applicable persornel or staff conduct and disciplinary'procedures.

8 2. The Vigilance and Ethics Officer shall submit a report to the Chairman of theAudit Committee on a regular basis about all Protected Disclosures referred to him/hersince the last report together with the results of investigations if any.

8. 3. In case the Subject is the Chairman & Managing Director of the Company theChairman of the Audit Committee after examining the Protected Disclosure shall forward theprotected disclosure to other members of the Audit Committee if deemed fit. The AuditCommittee shall appropriately and expeditiously investigate the Protected Disclosure

8. 4. If the report of investigation is not to the satisfaction of the complainant thecomplainant has the right to report the event to the appropriate legal or investigatingagency.

8 5. A complainant who makes false allegations of unethical & improper practices orabout alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or theAudit Committee shall be subject to appropriate disciplinary action in accordance with therules procedures and policies of the Company.

9. SECRECY / CONFIDENTIALITY

9. 1. The complainant. Vigilance and Ethics Officer Members of Audit Committee theSubject and everybody involved in the process shall

9. 1. 1. Maintain confidentiality of all matters under this Policy

9. 1. 2. Discuss only to the extent or with those persous as required under this policyfor completing the process of investigations.

9. 1. 3. Not keep the papers unattended anywhere at any time

9. 1. 4. Keep the electronic mails / files under password.

10. PROTECTION

10. 1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ herhaving reported a Protected Disclosure under this policy. The company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blowers. Complete protection willtherefore be given to Whistle Blowers against any unfair practice like retaliationthreat or intimidation of termination / suspension of servicedisciplinary action transfer demotion refusal of promotion or the like including anydirect or indirect use of authority to obstruct the Whistle Blower's right to continue toperform his duties / functions including making farther ProtectedDisclosure. The company will take steps to minimize difficulties which the Whistle Blowermay experience as a result of making the Protected Disclosure. Thus if the Whistle Bloweris required to give evidence in criminal or disciplinary proceedings the Company willarrange for the Whistle Blower to receive advice about the procedure etc

10. 2. A Whistle Blower may report any violation of the above clause to the Chairman ofthe Audit Committee who shall investigate into the same and recommend suitable action tothe management.

10. 3. The identity of the Whistle Blower shall be kept confidential to the extentpossible and permitted under law. The identity of the complainant will not be revealedunless he himself has made cither his details public or disclosed his identity to anyother office or authority. In the event of the identity of the complainant beingdisclosed the Audit Committee is authorized to initiate appropriate action as per extantregulations against the person or agency making. such disclosure. The identity of theWhistle Blower if known shall remain confidential to those persons directly involved inapplying this policy unless the issue requires investigation by law enforcement agenciesin which case members of the organization are subject to subpoena

10. 4. Any other Employee assisting in the said investigation shall also be protectedto the same extent as the Whistle Blower.

10. 5. Provided however that the complainant before making a complain! lias reasonablebelief that an issue exists and he has acied in good faith. Any complaint not made in goodfaith as assessed as such by the Audit Committee shall be viewed seriously and thecomplainant shall be subject to disciplinary action as per the Rules / certifiedstanding orders of the Company. This policy does not protect an employee from an adverseaction taken independent of his disclosure of unethical and improper practice etcunrelated to a disclosure made pursuant to this policy

11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

III. The Whistle Blower shall have right to access Chairman of the Audit Committeedirectly in exceptional eases and the Chairman of the Audit Committee is authorized toprescribe suitable directions in this regard.

12. COMMUNICATION

12. 1. A whistle Blower policy cannot be effective unless it is properly communicatedto employees. Employees shall be informed through by publishing in notice board and thewebsite of the company

13. RETENTION OF DOCUMENTS

13. 1. All Protected disclosures in writing or documented along with the results ofInvestigation relating thereto shall be retained by the Company for a period of 7 (seven)years or such other period as specified by any other law in force whichever is more.

14 ADMINISTRATION AND REVIEW OF THE POLICY

14. 1. The Chairman & Managing Director shall be responsible for theadministration interpretation application and review of this policy. The Chief ExecutiveOfficer also shall be empowered to bring about necessary changes to this Policy ifrequired at any stage with the concurrence of the Audit Committee.

15. AMENDMENT

15. 1. The Company reserves its right to amend or modify this Policy in whole or inpart at any time without assigning any reason whatsoever However no such amendment ormodification will be binding on the Employees and Directors unless the same is notified tothem in writing

ANNKXURE:I T? THE DIRECTORS' REPORT

Statement containing particulars pursuant to the companies (disclosure of particularsin the reports of Board of directors) rules 1988.

I. CONSERVATION OF ENERGY

Conservation of energy is very high priority area for the company. The efforts arecontinuing to examine and implement fresh proposals for conservation of energy andminimize its use by regularly monitoring Consumption and improved maintenance of theexisting system

FORM "A"

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A POWER & FUEL CONSUMPTION 31.03.2015 31.03.2014
1 ELECTRICITY
a Purchase Units [In KWH] 5769564 6204490.00
Total Amount [In Rupees] 371.75573 374.39114.00
Rate/Unit [In per KWH] 6.44 6.03
b Own Generation
Through Diesel Generator [In KWH] 231912 169774
unit/itrs in diesel oil 3.19 3.18
cost [Rs/ unit] 18.60 16.99
2 Coal Lignite. Fire wood A Wooden Coal
Qty [MT] 7.365.83 7.606.56
TOTAL COST [Rs] 64955232 641.96735
Average Kate 8818.45 8439.65

 

CONSUMPTION PER UNIT OF
B PRODUCTION
Fabric production [Mtrs] 35511915 35989673.20
Electricity [in Kwh] 0.169 0.177
Coal [in Kg] 0.207 0.211

FORM "B"

A Research & Development NIL NIL
B Technology Absorption NIL NIL
C Foreign Exchange Earning and Outgo NIL NIL

 

By order of the board
PLACE: BHILWARA. [P. C. CHHABRA]
DATE: 30th May 2015 (MANAGING DIRECTOR)

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