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Active Clothing Co Ltd.

BSE: 541144 Sector: Industrials
NSE: N.A. ISIN Code: INE380Z01015
BSE 00:00 | 04 May 33.55 0
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33.55

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NSE 05:30 | 01 Jan Active Clothing Co Ltd
OPEN 33.55
PREVIOUS CLOSE 33.55
VOLUME 4000
52-Week high 40.00
52-Week low 16.00
P/E 838.75
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.55
CLOSE 33.55
VOLUME 4000
52-Week high 40.00
52-Week low 16.00
P/E 838.75
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Active Clothing Co Ltd. (ACTIVECLOTHING) - Director Report

Company director report

To

The Members

Your Directors have great pleasure in presenting the 19th Annual Report andthe Audited Accounts of your Company for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(Amount In Rs)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
(a)Turnover 731410242.91 1479603690.01
(b)other income 3048255.81 2811762.12
(c) Gross Profit/(Loss) (before depreciation and tax) 38581275.94 53983357.96
Less : Depreciation 37836871.77 43078939.88
(d) Net Profit/(Loss) before tax 744404.17 10904418.88
Less : Provision for Tax (including for deferred tax) 193545 2323531.00
(e) Net Profit/(Loss) After Tax 550859.17 8580887.08

DIVIDEND

In view of continuous expansion activities directors do not recommend any dividend.TRANSFER TO RESERVES:

The Company has transferred the profit to the reserves during the financial year.

SHARE CAPITAL

There was no change in the Authorized and Paid up share capital of the Company duringthe year. PUBLIC DEPOSITS

During the financial year 2020-21 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

During the year under review the Company has not made any Loans Guarantees orInvestments within the meaning of the provisions of Section 186 of the Companies Act2013.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company. Therefore Company has not constituted a Corporate SocialResponsibility Committee. The provisions of a Corporate Social Responsibility shall becomplied by the Company as and when applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH 2021 AND THE DATE OF THIS REPORT.

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatement relates and the date of the Board Report other than the effects of globalpandemic on business. As you are aware due to the nation wide lockdown owing to COVID 19global pandemic businesses have been impacted adversely during the lockdown period.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL

As per Annexure attached.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Directors Report for the year ended 31stMarch 2021.

Disclosure relating to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as provided in the Annual Report.

Having regard to the provision of the first proviso to section 136 (1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to theMembers of the Company. The said information is available for inspection by the Members atthe Registered Office of the Company during business hours and any Member interested inobtaining such information may write to the Company Secretary and same will be furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act 2013 Mrs. Renu Mehra (DIN:02033471) Director retires by rotation and being eligible has offered herself forre-appointment.

During the year under review there has been no change in the Key Managerial Personneland None of the Directors of the company are disqualified for appointment or forcontinuation as Director of the Company in terms of the provisions of section 164 of theCompanies Act 2013.

PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES

During the year there were no penalties/punishments/compounding offences under theCompanies Act 2013

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director’ as mentioned under Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theconfirmations were placed before and noted by the Board.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of companies Act 2013 and in accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the Directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration and StakeholderRelationship Committee.

The directors expressed their satisfaction with the evaluation process.

A CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS ON THEBOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUIFIFIED FROM BEING APPOINTED ORCONTINUTING AS DIRECTOR OF THE COMPANY BY THE BOARD/MINISTRY OF CORPORATE AFFAIR OR ANYSUCH STATUTORY AUTHORITY.

The Certificate of the Company Secretary in practice is annexed herewith as a part ofthe report. BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adhered to the principles ofsound risk management and has a Risk Management Policy in Place.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Company has a whistle blower policy in place for its Directors andEmployees to report concern about unethical behavior actual or suspected fraud orviolation of the Company’s code of conduct. The functioning of the vigil mechanism isreviewed by the Audit Committee from time to time. None of the Directors or employees havebeen denied access to the Audit Committee of the Board. During the year under review theCompany did not receive any compliant under the said Mechanism.

BOARD COMMITTEES

The Board of Directors has constituted three committees viz;

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder’s Relationship Committee

BOARD MEETINGS

During the year (Six) Board Meetings were held. The provisions of Companies Act 2013and listing agreement were adhered to while considering the time gap between the twomeetings

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and the Company’s future operations

ENVIRONMENT & SAFETY:

The Company is very conscious of the need to protect environment. The company is takingall possible steps for safeguarding the environment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act 2013your Directors confirm:

a) that in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the Profits of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

All Related Party Transactions were placed before the Audit Committee & Board fortheir approval. SECRETARIAL AUDITOR

The company had appointed Sethi Poonam & Associates to conduct its secretarialAudit for the financial year March31st 2021. The Secretarial Auditor has Submitted theirreport confirming Compliance by the Company of all the provisions of applicable Corporatelaws. The report doesn’t contain any qualification reservation disclaim or adverseremark. The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure-A" to this Report. The board has reappointed Sethi Poonam and Associates asSecretarial Auditors of the Company for financial year 2020-21.

AUDITORS

At the annual general meeting held on September 2018 M/s. Jiwan Goyal &Associates Chartered Accountants (Firm Registration No. 012874N Chartered Accountantsas Statutory Auditors of the company to hold office till the conclusion of the annualgeneral meeting of the company to be held in the calendar year 2023.

Pursuant to the notification issued by the ministry of the corporate affairs on the 7thMay 2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of the appointment of auditors by the members at every AGM has been omittedand hence company has not proposed ratification of appointment of M/s. Jiwan Goyal &Associates Chartered Accountants (Firm Registration No. 012874N at the forthcoming AGM.

AUDITORS’ REPORT

The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

Since the Company is listed on SME platform of Bombay Stock Exchange of India Limitedthe provisions of Corporate Governance are not applicable to the Company. However theDirectors are complying with the corporate norms

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report.

DISCLOSURE FOR FRAUD AGAINST THE COMPANY

In term of provision of section 134(3) (a) of the Companies Act 2013 there were noinstances of fraud which are reported by auditors of the company under section 143(12) ofthe companies act 2013 to the Audit Committee.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOENERGY CONSERVATION

The prescribed particulars of conservation of energy technology absorption asstipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014. The Company plays a proactive role in the area of energy conservation andsignificant improvement by continuously improving operating practices and energyconservation.

TECHNOLOGICAL ABSORPTION

Having installed the latest state-of-art machinery imported from different parts ofthe world the research and development department is continuously on a lookout foradapting to latest technology innovation and absorption

FOREIGN EXCHANGE OUTGO AND EARNINGS

FOREIGN OUTGO: Nil

FOREIGN EARNINGS: Rs. 42269372.34

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 is annexedherewith as "ANNEXURE -I"

INSURANCE

All the properties of the Company are adequately insured. The Company is alsoadequately insured for its activities as stock & currency brokers and depositoryparticipant.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed hereunder.

Your Directors further state that as on date there is no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Company’sBankers Customers and other Authorities for their support co-operation guidance andassistance. The Board is also grateful to the shareholders for their continued confidence.The Board of Directors takes this opportunity to express their appreciation of the sincereefforts put in by the staff and executives at all the levels and hopes that they wouldcontinue their dedicated efforts in the future too.

For and on behalf of the Board

Place: Mohali Sd/- Sd/-
Date: 02nd September 2021 (Rajesh Kumar Mehra) ( Renu Mehra)
Managing Director Director

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