To The Members
Your Directors have pleasure in presenting the 31st Annual Report on the business andoperations of your Company together with the audited accounts for the financial year ended31st March 2020.
1. FINANCIAL RESULTS
Your Company's performance during the year is as below:
|Particulars ||Year ended 31.03.2020 ||Year ended 31.03.2019 |
|Total Revenue ||56640.67 ||75434.03 |
|Profit before Interest Tax & Depreciation ||3580.59 ||8500.12 |
|Less: Net Interest & Finance Cost ||5297.78 ||4929.59 |
|Less: Depreciation ||3835.35 ||3397.87 |
|Profit before tax ||(5552.54) ||172.66 |
|Provision for Tax & Deferred tax ||(1359.85) ||63.78 |
|Profit for the year ||(4192.69) ||108.88 |
|Other comprehensive income ||(21.26) ||34.87 |
|Total comprehensive income ||(4213.95) ||143.75 |
2. PERFORMANCE DURING THE YEAR
During the year under review the company has achieved revenue of Rs 56640.67 Lakh ascompared to Rs. 75434.03 Lakh for the previous financial year. The Net profit for the yearstood at Rs. (4192.69) Lakh against Rs. 108.88 Lakh in the previous year.
Your Company looks forward to strengthen its operations by curtailing expenditureaggressive export marketing etc. This would help the Company to improve its results and
IMPACT OF COVID-19 PANDEMIC ON BUSINESS:
i. ABILITY TO MAINTAIN OPERATIONS INCLUDING THE FACTORIES/UNITS/ OFFICES SPACESFUNCTIONING AND CLOSED DOWN:
The Company's Manufacturing Facilities remained shut from 24th March 2020 due tolockdown and we would like to inform you that the operations of the plant was started fromSeptember 2020 though the Corporate Office has resumed earlier. The company complied withall requirement relating to Social Distancing and wear face mask face cover and haveproper sanitizations thermal checking at the gate maintaining proper hygiene with properinterval with reduced work force.
ii. SCHEDULE IF ANY FOR RESTARTING THE OPEARTIONS:
The operations started from September 2020 and full fledged operations were startedwhen the major markets in the country were opened then it started based on revisedproductionplan after considering current market scenario and according to the guidelinesissued by the Government.
iii. STEPS TAKEN TO ENSURE SMOOTH FUNCTIONING OF OPEARTIONS:
In this regard various actions have been taken considering Employees Health as well asour Vendors capability to work on priority for our operations. The Company has takenproper steps to ensure smooth functioning of operations.
iv. ESTIMATION OF THE FUTURE IMPACT OF COVID-19 ON ITS OPEARTIONS:
Covid-19 certainly would have negative impact on the industry. Aarvee would be affectedto the extent as the April 2020 May 2020 June 2020 & also partial July 2020 beinglockdown months the revenue and profitability of the Company were adversely impacted. Asthe company is fully dependent on customized fancy yarn and the business situation is verydynamic the same was being monitored closely. 1st and 2nd quarters of these fiscal yearswere badly affected. Aarvee certain measures to tide over these uncertain times.
v. DETAILS OF IMPACT OF COVID-19 ON LISTED ENTITY'S CAPITAL AND FINANCIAL RESOURCES:
a) Profitability: It was adversely affected.
b) Liquidity Position:- The Company facing short term liquidity crunch due to disturboperating cycle of the Company. However the company is confident to manage the workingcapital of the company in coming periods.
c) Ability to service debt and other financial arrangements:- The Company has availedmoratorium for the period from March 2020 to August 2020 as facilitated by the RBIguidelines to overcome liquidity stress. Further the Company has proposed the consortiumbanks for the restructuring of debts as per Reserve Bank of India framework circular dated6th August 2020. The company does not have liquidity concerns though cash position withour limits and tight control over expenditure the company will be able to service itsdebt and other financial arrangement as
d) Assets: - Company has secured all is assets and are in working condition.
e) Internal financial reporting and control: - Internal Financial Reporting and Controlare not adversely affected.
f) Supply Chain: - At present the supply chain of the Company is adversely affecteddue to Global Lockdown in the World. However the company is positive and hopes that itwill get normalize as the government restrictions liftup.
g) Demand for its products/services: - It will continue at a slower pace.
vi. EXISTING CONTRACTS/ AGREEMENTS WHERE NON FULFILLMENT OF THE OBLIGATIONS:
The Existingcontracts/agreements where non-fulfillment of the obligations by any partyhad significant impact on the business of the company.
vii. OTHER RELEVANT MATERIAL UPDATES ABOUT THE LISTED ENTITY'S BUSINESS:-
No such material information at this time.
Your Directors do not recommend payment of any Dividend for the Financial year ended31st March 2020 in order to conserve the resources of the Company The Company willretain the earning for use in the future operations & Projects and strive to increasethe net worth of stakeholders of the Company.
4. INDIAN ACCOUNTING STANDARD (IND AS)
The company has adopted Indian Accounting Standards (IND AS) with effect from 1stApril 2017 pursuant to the notification of Companies (Indian Accounting Standard) Rules2015 issued by the Ministry of Corporate Affairs. Hence previous year's figures have beenregrouped and reclassified wherever considered necessary to confirm the figuresrepresented in the current period.
5. RESERVES AND SURPLUS
The Company has not transferred any amount to General Reserves for the Financial Year2019-20.
6. SHARE CAPITAL
The paid up Equity Share Capital as at 31st March 2020 stood at Rs. 2345.98 Lakhs.During the year under review the Company has neither made any issue of equity shares withdifferential voting rights nor has granted any stock options or sweat equity. The Companyhas no scheme of provision of money for purchase of its own shares by employees or bytrustees for the benefit of employees.
7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
During the financial year under review pursuanttoSEBI(ListingObligations and DisclosureRequirement)
Regulations 2015 your Company has complied with all the applicable provision ofCorporate Governance. Separate report on Corporate Governance and Management Discussion& Analysis as required under the SEBI Listing Regulations are forming parts of theAnnual Report. The requisite certificate from Practicing Company Secretary confirming thecondition of Corporate Governance is attached to the Report on Corporate Governance.
8. MATERIAL CHANGES IF ANY
No material changes and commitmentsaffectingthe financial position of the Companyoccurred between the end of the financial year to which this financial relate and the dateof this report
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisionsofSection186of the Companies Act 2013 are given in the notes to the Financial Statements.
10. FIXED DEPOSITS
Your company has accepted/renewed the deposits aggregating
Members during the year under review after complying with the provisions of theCompanies Act 2013 and Companies (Acceptance of Deposits) Rules 2014. There has been nodefault in repayment of deposits or payment of interest thereon during the year underreview. There are no deposits which are not in compliance with the requirements of ChapterV of the Companies Act 2013.
Your directors appreciate the support which the company has received from the publicand shareholders to its fixed deposit scheme.
11. INSURANCE AND CLAIMS
All properties and insurable interests of the company including building plant andmachinery and stocks wherever necessary and to the extent required have been adequatelyinsured.
12. SUBSIDIARY COMPANIES
On November 17 2017 the company had incorporated a subsidiary company namely M/s. AyeEss Spinning Mills Private Limited Ahmedabad. There after it had acquired 100% equityshares of such company and accordingly during the year it becomes wholly ownedsubsidiary company of the company.
Further during the period ended March 31 2020 the subsidiary company has not startedits' commercial operations and therefore no Statement of Profit and Loss has been preparedfor such subsidiary for the year ended March 31 2020. On account of above standalone andconsolidated financial results of the company for year ended March 31 2020 remains same.However Consolidated Financial Statements of Assets and Liabilities as at March 31 2020of the parent company after incorporating Financial Statements of Assets and Liabilitiesas at March 31 2020 of such subsidiary has been prepared. A statement in Form AOC-Ipursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules 2014 containing salient features of the financial statement ofsubsidiaries/ associate companies/joint venture is enclosed with this report as Annexure-A.
The Resolution passed by the board of directors of Aye Ess Spinning Mills PrivateLimited the company hasfiled Act 2013 for voluntary striking off the name of the companyfrom the Registrar of Companies with ROC Gujarat after complying with all the prescribedlegal formalities. Pending publication of notice in the Official Gazette the name of theAye Ess Company is yet to be striken off from Registrar of Companies and to be dissolvedas at the year end. As the net worth of the Aye Ess as at March 31 2020 is NIL theinvestment in Aye Ess amounting to Rs. 1.00 Lac has been provided as loss in diminutioninvalue of investment in subsidiary in Standalone Financial Results of the Company.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
For all related party transactions prioromnibusapprovaloftheAuditCommittee is obtainedon a yearly basis for the transactions which are of foreseen and repetitive nature andsuch approval is in interest of the Company. Transactions entered into pursuant to theomnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir approval.
A detailed report on material contracts and arrangements made during the financial year2019-20 being arm's length transactionshave been reported and annexed hereto in formAOC-2 as Annexure -B forming part of this report.
There are no materially significant related party transactionsmade by the company withpromoters key managerial personnel or other designated persons which may have potentialconflict with interest of the company at large.
The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web linkhttp://www.aarveedenims.com/investors/ corporate-governance/
14. AUDIT COMMITTEE
Details pertaining to Composition of Audit Committee are included in CorporateGovernance Report. All recommendations made by Audit Committee were accepted by Board.
15. RISK MANAGEMENT
The Company has adopted a Risk Management Policy for a systematic approach to controlrisks. The Risk Management Policy of the Company lays down procedures for riskidentification evaluation monitoring review and reporting. The Risk Management Policyhas been developed and approved by the Senior Management in accordance with the businessstrategy.
16. INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company has in place an adequate system of internal controls. It has documentedpolicies and procedures covering all financial and operating functions and processes.These have been designed to provide a reasonable assurance with regard to maintaining ofproper accounting controls for ensuring reliability of financial reporting monitoring ofoperations protecting assets from unauthorized use or losses and compliance withregulations.
17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
1) Changes in Directors and Key Managerial Personnel
In accordance with the provision of Section 152 (6) of the Companies Act 2013 andArticles of Association of the Company Mr. Ashish Shah (DIN: 0007201) Managing Directorshall retire by rotation at the forthcoming Annual General Meeting of the Company andbeing eligible offer himself for re-appointment. The Board recommends his re-appointment.
Mr. Amol Dalal (DIN: 00458885) Mr. Ashok Gandhi (DIN: 00022507) Mr. Sanjay Majmudar(DIN: 00091305) being independent directors are not eligible for retire by rotation andhold office for five consecutive years for a term from the date of their appointment bythe Board of Directors as per the provisions of Section 149 152 read with Schedule IV ofthe Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Mr. Arvind Sanghvi (DIN: 00435340) Independent director ofthe Company has resigned w.e.f. 22nd October 2019. & Mrs. Aarti Thakkar (DIN:08603909) Independent Director has been appointed w.e.f. 14th November 2019.
Information regarding the meeting of directors and remuneration etc. is given in theCorporate Governance report attached with the report.
The company is having following Key Managerial Personnel: -
|S. No. Key Managerial Personnel ||Designation |
|1 Mr. Vinod P. Arora (DIN: 00007065) ||Chairman & Managing Director |
|2 Mr. Ashish V. Shah (DIN: 00007201) ||Managing Director |
|3 Mr. Kalpesh V. Shah (DIN: 00007262) ||Whole Time Director |
|4 Mr. Nipun Arora (DIN: 00989835) ||Whole Time Director |
|5 Mr. Bhavik Shukla** ||Chief Financial Officer |
|7 Mr. Ketan Desai** ||Chief Financial Officer |
|8 Ms. Yashaswini Pandey** ||Company Secretary |
|9 Mr. Darshak Thaker** ||Company Secretary |
**Ms. Yashaswini Pandey Company Secretary of the company has resigned w.e.f.18.08.2019. **Mr. Darshak Thaker Company Secretary of the Company appointed w.e.f.20.09.2019. **Mr. Bhavik Shukla Chief Financial Officer of the Company has resigned w.e.f.01.01.2020.
**Mr. Ketan Desai Chief Financial Officer of the Company
2) Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the In the opinion of the Board theyfulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. The detail terms of Independent Directors aredisclosed on the Company's website with the following link http://www.aarvee-denims.com/script-code-stock-exchanges.html
3) Annual Evaluation of Board Performance and Performance of its Committees andof Directors
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance and the Directors individually andas well as the evaluation of the working of its Committees. The criteria applied inevaluation process are explained in the Corporate Governance Report.
18. NUMBER OF MEETINGS OF THE BOARD
During the year under review four board meetings were convened and held the detailsof which are given in the corporate governance report. The intervening gap between themeetings was within the period prescribed under the Act and the Listing Regulations.
19. COMMITTEES OF BOARD OF DIRECTORS
Your Company has several Committees which have been established as part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board: a. Audit Committee b. Nomination andRemuneration Committee c. Stakeholders' Grievances and Relationship Committee d. CorporateSocial Responsibility Committee e. Share Transfer Committee
A detailed note on the committees with respect to composition meetings powers andterms of reference is provided under the corporate governance report section in thisAnnual Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annualaccountstheapplicableaccountingstandards have beenfollowed and that there are no material departures; policies and applied them consistentlyand made judgments
(ii) theyhaveselectedsuchaccounting and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31st March2020 and of the Profit of the Company for the year ended on that date;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
21. CORPORATE SOCIAL RESPONSIBILITY
In Accordance with section135 of the Act and Rules framed thereunder the Company hasconstituted a Corporate Social Responsibility("CSR")Committee of Directors. Thedetails of composition of CSR
Committ given in the Corporate Governance Report.
The details of CSR policy and CSR spending by the Company have been provided asAnnexure-C to this report as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014.
22. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
The Company has not received any complaint of sexual harassment during the financialyear 2019-20.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 a Vigil Mechanismor Whistle Blower Policy' for Directors employees and other stakeholders to reportgenuine concern has been established. The same is uploaded on the website of the Companyhttp://www.aarvee-denims.com/ pdfs/vigil-machanism.pdf. It is affirmed that no personnelof the Company have been denied access to the Audit Committee.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
(1) Statutory Auditors
M/s Shah & Shah Associates Chartered Accountant Ahmedabad (Firm Registration No.113742W) Statutory Auditors of the Company were appointed in the 28th Annual GeneralMeeting to holds office until the conclusion of the 33rd Annual General Meeting going tobe held in the calendar year 2022.
(2) Cost Auditors
The company has received a consent letter from the cost auditors M/s. N. D. Birla andCo. Cost Accountant to the effect that their appointment if made would be within theprescribed limits under section 141(3) (g) of the Companies Act 2013 and that they arenot for appointment. The board of Directors of the company at its meeting held on 28thJuly 2020 appointed M/s. N. D. Birla & Co. Cost Accountants as the cost auditors ofthe Company to conduct the audit of cost records maintained by the Company as required bythe Companies (Cost Records and Audit) Rules 2014 as amended from time to time.
The members are requested to ratify the remuneration to be paid to the cost auditors ofthe company
(3) Secretarial Auditors
Pursuant to Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. TapanShah & Co. Practicing Company Secretary (COP No. 2839) for conducting SecretarialAudit of the Company for the financial year ended on 31st March 2020. The SecretarialAudit report of M/s Tapan Shah & Co. Company Secretaries for the financial year ended31st March 2020 is annexed as Annexure - D.
26. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSETO REPORTABLE TO CENTRAL GOVERNMENT:
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of fraud committed in the CompanybyitsofficersorEmployeestotheAuditCommittee under Section 143(12) of the Companies Act2013
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) ofThe Companies (Accounts) Rules 2014 is annexed as Annexure - E.
28. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is attached as Annexure F to this report.
29. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT - 9 is annexed asAnnexure- G to this report. Form- MGT-9 is uploaded on the website of the Companyhttp://www.aarvee-denims.com.
30. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial.
31. REGULATORY STATEMENT
The Equity shares of your company are listed on the BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE). year 2019-20 to above stock exchanges.TheCompanyhaspaidthelisting
Your Directors thank the various Central and State Government DepartmentsOrganizations and extended by Agenciesfortheircontinued them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year and look forward Directors place on record their sincere appreciation toall totheir employees of the Company for their unstinted commitment and continuedcontribution to the Company.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Vinod P Arora
Chairman and Managing Director
Nr. Old Octroi Naka Narol - Sarkhej Highway
Narol Ahmedabad - 382 405
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of theCompanies (Accounts) Rules 2014)
STATEMENT CONTAINING SALIENT FETURES OF THE FINANCIAL STATEMENT OFSUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES
PART A: SUBSIDIARIES
INFORMATION IN RESPECT OF EACH SUBSIDIARY TO BE PRESENTED WITH AMOUNTS IN INR.
PART- A. SUBSIDIARIES
|S. No. Name of Subsidiary Company ||Aye Ess Spinning Mills Private Limited |
|1 Reporting period for the subsidiary concerned if different from Same as holding company i.e. from the holding company's reporting period ||1st April 2019 to 31st March 2020 |
|2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries ||INR. This is an Indian subsidiary |
|A Share Capital ||0.00 |
|B Reserve & surplus ||NIL |
|C Total assets ||NIL |
|D Total Liabilities ||Rs.0.00 |
|E Investment ||NIL |
|F Turnover ||NIL |
|G Profit before taxation ||NIL |
|H Provision for taxation ||NIL |
|I Profit/(Loss) after taxation ||NIL |
|J Proposed Dividend ||NIL |
|K % of shareholding ||100% |
Note : During the year ended March 31 2020. The subsidiary company has not startedits commercial operations & Company has filed an Application for voluntary Strik inoff.
PART- B. JOINT VENTURE= NONE
Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's lengthbasis:
Not Applicable as there are no contracts or arrangements or transactions entered intowith related party which are not at arm's length basis.
2. Details of material contracts or arrangement or transactions at
|Sr. No. Name of Related Parties ||Nature of Relationship ||Nature of Expenses ||Duration of Contracts / arrangements/ transactions ||Silent terms of the Contracts or arrangements or transactions including the value if any. (Amount in Rs.) ||Date(s) of approval by the Board if any. ||Amount paid as advance if any. |
|1 Virendrabhai Bhogilal & Co. ||Associated Concern ||Job Charges (Weaving) ||2019-20 ||27142333.60 ||In the Board meetings held in financial year 2019-20 ||Nil |
|2 A V Enterprise (HUF) || || || ||576481.00 || || |
|3 B Kalpeshkumar & Co. || || || ||578447.00 || || |
|4 K V Enterprise (HUF) || || || ||581385.00 || || |
|5 Namit Enterprise || || || ||4540882.60 || || |
|6 B S Textiles || || || ||24331140.25 || || |
|7 Arora Agencies ||Associated ||Commission ||2019-20 ||13637093.00 ||In the Board || |
|8 Parmanand Vinodkumar ||Concern ||On Sale Of Fabric || ||13083813.00 ||meetings held in financial year 2019-20 ||Nil |
|10 Pari Bhogilal Laxmichand ||Associated Concern ||Sale of Fabric ||2019-20 ||4301810.00 ||In the Board meetings held ||Nil |
|11 Panch Rattan Fabrics || || || ||431522539.00 ||in financial year || |
|12 Virendrabhai Bhogilal & Co. || || || ||16823404.00 ||2019-20 || |
|13 B S Textiles || || || ||3727013.00 || || |
|14 Namit Enterprise || || || ||3472937.00 || || |
|15 Techtex ||Associated Concern ||Lease Rent Income ||2019-20 ||203400.00 ||In the Board meetings held in financial year 2019-20 ||Nil |