ANAND RAYONS LIMITED
Your Directors have pleasure in presenting the 4th Director's Report ofthe Company together with the Audited Financial Statements and the Auditors' Report ofyour company for the financial year ended March 31 2022.
The following are the financial results of the Company for the year ended 31st March2022.
(Rs. In Lacs)
|Particulars ||Year ended March 31 2022 ||Year ended March 31 2021 |
|REVENUE FROM OPERATIONS ||33405.17 ||20728.92 |
|OTHER INCOME ||7.48 ||28.24 |
|TOTAL REVENUE ||33412.64 ||20757.17 |
|EXPENSES || || |
|(i) Cost of Materials Consumed ||32117.74 ||19988.59 |
|(ii) Employee Benefits Expense ||115.70 ||90.27 |
|(iii) Finance Costs ||387.42 ||296.35 |
|(iv) Depreciation and Amortization Expense ||10.04 ||8.82 |
|(v) Other Expenses ||368.27 ||271.82 |
|TOTAL EXPENSES ||32999.17 ||20655.85 |
|PROFIT BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX ||413.47 ||101.32 |
|EXCEPTIONAL ITEMS ||- ||- |
|PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX ||413.47 ||101.32 |
|EXTRAORDINARY ITEMS ||- ||- |
|PROFIT BEFORE TAX ||413.47 ||101.32 |
|TAX EXPENSE || || |
|Current Tax ||120.45 ||30.01 |
|Deferred Tax ||(0.91) ||(0.77) |
|PROFIT/(LOSS) FOR THE PERIOD ||293.93 ||72.08 |
STATE OF AFFAIRS
Income from operations of the company has increased from Rs. 20728.92 Lacs to Rs.33405.17 Lacs and Net Profit after Tax has been increased from Rs. 72.08 Lacs to Rs.293.93 Lacs in comparison to previous year. Our Earnings per shares stand at Rs. 1.96.
CHANGE IN NATURE OF BUSINESS
There has been no significant change in the business carried on by the company and itcontinued to be in business of dealing in various yarn and thread. Though Company hasstarted manufacturing of fabric for T-shirts garments apparels etc. thereby addinganother feather in its business and increase in variety of its products.
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors recommend that this time the company is not declaring dividends as the companyrequires funds for its business expansion. Your Directors are unable to recommend anydividend for the year ended 31st March 2022.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:
The Unclaimed Dividend amount is 13639.50 as on March 31 2022 which was declaredduring the FY 2018-19. So the Question of transferring the amount in the InvestorEducation and Protection Fund as per the provisions of Section 125(2) of the CompaniesAct 2013 does not arise.
TRANSFER TO RESERVE
The Company has transferred the whole amount of Profit to Reserve and surplus accountas per audited Balance sheet for the year ended on March 31 2022.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:
The Company does not have any Subsidiary Joint Venture or Associate Company.
The Authorized Share Capital of the Company is Rs. 150000000/- (Rupees FifteenCrores Only) divided into 15000000 Equity Shares of Rs. 10/- each. The Paid up Capitalof the Company is Rs. 149847210/- (Rupees Fourteen Crores Ninety Eight Lacs Forty SevenThousands Two Hundred Ten Only) divided into 14984721 Equity shares of Rs. 10/- each.
Directors have been periodically reviewing with the Management the impact of COVID-19on the Company. During the 1st quarter of the year your Company had noted slow businessdue to COVID impact. For the company the focus immediately shifted to ensuring the healthand wellbeing of all its employees and In order to ensure smooth functioning work fromhome facility was extended to many of the employees of the company. The Board and theManagement will continue to closely monitor the situation as it evolves and do its best totake all necessary measures in the interests of all stakeholders of the Company.
During the year the company has migrated from BSE SME Exchange to the main Boardplatform of BSE Limited with effect from 14th October 2021.
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Anand Bakshi (DIN: 01942639) Whole Time Directorretire by rotation and is being eligible has offered himself for re-appointment at theensuing Annual General Meeting.
Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.
The following are the List of Directors and KMP of the Company during the year:
|DIN /PAN ||Name of Director ||Designation ||Date of Appointment ||Date of Resignation |
|01942639 ||Anand Gokulbhai Bakshi ||Managing Director ||20/09/2018 ||- |
|07986896 ||Shilpa Anand Bakshi ||Wholetime Director ||20/09/2018 ||- |
|08273565 ||Hema Mishra ||Non-Executive Director ||05/11/2018 || |
|08024559 ||Jayantbhai Mojibhai Mankad ||Non-Executive Independent Director ||13/10/2018 ||15/02/2022 |
|08465357 ||Nileshkumar Mangaldas Bodiwala ||Non-Executive Independent Director ||29/05/2019 ||19-4852-5558-63 |
|09414010 ||Anil Navinchandra Merchant ||Non-Executive Independent Director ||01/12/2021 ||- |
|09494163 ||Pankesh Patel ||Non-Executive Independent Director ||15/02/2022 ||- |
|AFVPD4430M ||Chetan Gunvantrai Desai ||CFO ||01/10/2018 ||- |
|DGWPM2403J ||Varsha Maheshwari ||Company Secretary ||05/05/2021 ||- |
EXTRACT OF ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website: www.anandrayons.com
Weblink: http://www.anandrayons.com/upload/annual%20report/draft%20form mgt 7 21-22.pdf
Your Company has incorporated the appropriate standards for corporate governance.Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is filing Corporate Governance Report to stock exchangequarterly w.e.f. September 2021 Quarter as these provisions are made applicable toCompany after 14/10/2021 i.e. after migration of Company from SME to Main board ofExchange. However as per Regulation 34(3) read with Annual Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Company is submitting reporton corporate governance in "Annexure-A" forming part of this AnnualReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is also attached in the Corporate GovernanceReport.
COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of thechanges in their composition if any is given in "Annexure A" inthe Corporate Governance Report.
NUMBER OF MEETING HELD DURING THE YEAR:-
The Details of all meeting of Board of Directors and Committee meeting had taken placeduring the year and their details along with their attendance is given in "AnnexureA" in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended March 31 2022 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at theFirst Annual General Meeting of the Company held on 30th day of September 2019 hasappointed M/s. M.R. Bombaywala & Co. Chartered Accountants (FirmRegistration no. 123117W) Surat as a Statutory Auditors of the Company to hold theoffice until the conclusion of the Sixth Annual General Meeting of the Company.
The Auditors' Report for FY 2021-22 forms part of the Annual Report and does notcontain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors had appointed M/s. Paliwal & Co. (Formerly Alpesh Dhandhlya &Associates) Practicing Company Secretaries Ahmedabad as Secretarial Auditors of theCompany to conduct the Secretarial Audit for F.Y. 2021-22. A Secretarial Audit Report forF.Y. 2021-22 is annexed herewith as "Annexure B".
Further they are appointed to conduct secretarial audit for FY 2022-23 at a boardmeeting held on 20/05/2022.
Pursuant to the provisions of Section 138 of Companies Act 2013 read with Rule 13 ofthe Companies (Accounts) Rules 2014 and other applicable provisions if any of theCompanies Act 2013 Board of Directors had appointed M/s Sutarwala & AssociatesChartered Accountants Surat as Internal Auditors of Company for the period of3 years commencing from the F.Y. 2019-20. Further they are appointed as Internal Auditorfor FY 2022-23 at a board meeting held on 20/05/2022.
The Company continued to implement their suggestions and recommendations to improve thecontrol systems. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditor'sfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
Provisions for Cost Auditors are not applicable to the Company.
LOANS GUARANTEES AND INVESTMENT
Pursuant to the provisions of Section 186 of the Companies Act 2013 with respect to aloan guarantee security or investments covered under are disclosed in the notes to theFinancial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year ended March 31 2022 your Company did not enter into anyRelated Party Transaction which requires prior approval of the Members of the Company. AllRelated Party Transactions entered into by your Company had prior approval of the AuditCommittee and the Board of Directors as required under the Listing Regulations.Subsequently the Audit Committee and the Board have also reviewed the Related PartyTransactions on a quarterly basis. There have been no materially significant Related PartyTransactions having potential conflict with the interest of the Company. Since all RelatedParty Transactions entered into by your Company were in the ordinary course of businessand also on an arm's length basis therefore details required to be provided in theprescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures requiredunder the Ind AS 24 have been made in the Notes to the Financial Statements for the yearended March 31 2022.
The Company has also amended its existing policy on materiality of Related PartyTransactions as per SEBI (LODR) (Sixth Amendment) Regulations 2021 at its board meetingheld on 15th February 2022 and the same was placed on the website of theCompany at:
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchangeearnings and outgo as required U/S 134(3)(m) of Companies Act 2013 are as under:
Conservation of Energy:*
Steps taken / impact on conservation of energy: N.A.
Steps taken by the company for utilizing alternate sources of energy includingwaste generated: Nil
Capital investment on energy conservation equipment: NIL
*Your Company is in Business of trading of Yarn so in trading business there is noneed of Conservation of Energy.
The efforts made towards technology absorption: N.A.
The benefits derived like product improvement cost reduction productdevelopment or import substitution: N.A.
In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): N.A.
*Your Company is in Business of trading of yarn so in trading business there is noneed of Technology Absorption.
Foreign exchange earnings and Outgo
There is neither Foreign Exchange earned in terms of actual inflows nor the ForeignExchange outgo during the year in terms of actual outflows in the Company.
RISK MANAGEMENT POLICY
The company has been exempted under regulation 21 of SEBI (Listing Obligation andDisclosure requirements) Regulations 2015 from reporting of risk management. The board isfully aware of Risk Factor and is taking preventive measures wherever required.
CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY
The provisions of Section 135(1) and 135(5) of the Companies Act 2013 regardingconstitution of Corporate Social Responsibility (CSR) Committee and spending of at least2% of average net profit are not applicable to the Company.
PARTICULARS OF DEPOSITS
Company has not accepted any deposits falling within purview of the section 73 to 76 ofThe Companies Act 2013 read with rules made there under. There are no overdue publicdeposits unclaimed public deposits as on the last day of financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
Your directors confirmed that no significant and material orders have been passed byRegulators or Courts or Tribunals impacting the going concern status and companies'operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has a well-established Internal Control system to ensure an effectiveinternal control environment that provides assurance on the efficiency of conductingbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules 2014. The Disclosure pertaining toremuneration as required under section 197(12) of the Companies Act 2013 read with Ruleof the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules2016 are as per "Annexure-C". The detailed remuneration policy of theCompany is available on the below link:http://www.anandrayons.com/upload/nomination%20and%20remuneration%20policy.pdf
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted bythe Company and is put up on the website of the company i.e. www.anandrayons.com All newIndependent Directors (IDs) included in the Board are presented with an overview of theCompany's business operations products organization structures and about the BoardConstitutions and its procedures.
DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directors duly signed by themstating that they meet the criteria of independence as provided in section 149(6) of theCompanies Act 2013. There has been no Change in the circumstances affecting their statusas Independent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations.
Company has taken declaration from all the independent directors at the time ofappointment. All the independent directors have been registered with the Indian Instituteof Corporate Affairs as per Companies (Appointment and Qualification of Directors)Amendment Rules 2021. As per these rules Mr. Nilesh Bodiwala Independent Director havealso enrolled and passed exam with the Indian Institute of Corporate Affairs.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirectors of the company have complied with the code of Independent Director. IndependentDirectors met separately on 31st March 2022 inter alia to review theperformance of Non-Independent Directors the entire Board and the quality quantity andtimeliness of the flow of the information between the Management and the Board.
EXTRA ORDINARY GENERAL MEETING/POSTAL BALLOT
During the year no Extra Ordinary General Meeting was held by Company. But Companyhas passed resolutions through postal ballot on 05/08/2021 for taking approval ofshareholders for migration of Company from SME to Main Board of Bombay Stock Exchange.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations the Company has formulated Whistle Blower Policy /vigil mechanismfor Directors and employees to report to the management about the unethical behaviourfraud or violation of Company's code of conduct. The mechanism provides for adequatesafeguards against victimization of employees and Directors who use such mechanism andmakes provision for direct access to the chairman of the Audit Committee in exceptionalcases. The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at www.anandrayons.com
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code. This code is also placed on the website of company atwww.anandrayons.com
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of Company.
During the year under review no fraud has been reported by Auditors under Section143(12) of the Companies Act 2013.
All the properties and the Insurable Interest of the company Including building andstocks wherever necessary and to the extent required have been adequately insured. Thecompany keeps reviewing the insurance amount every year as per requirement.
During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directorsincluding Chairman of the Board.
The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like decision makingparticipation in meeting overall performance etc. In addition the chairman was alsoevaluated on the key aspects of his role.
The Performance evaluation of independent directors was done by the entireboard excluding the independent director being evaluated.
The performance evaluation of the Non Independent Directors performance ofBoard as a whole including Chairman was carried out by the Independent Directors at aseparate meeting of the Independent Directors held on 31st March 2022.
The Board acknowledged certain key improvement areas emerging through thisexercise and action plans to address these are in progress.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed as "Annexure D" of Board's Report.
BUSINESS RESPONSIBILITY REPORT
The Company has been exempted from reporting on Business Responsibility Report as perRegulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations2015.
CEO/ CFO CERTIFICATION
The MD and CFO of the company required to gives annual certification on financialreporting and internal controls to the board in terms of Regulation 17(8) of listingregulation and certification on financial results while placing the financial resultbefore the board in terms of Regulation 33 of listing regulation and same is alsopublished in this report.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act 2013 read withSchedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Board of Directors and senior management andemployees the Company has formulated a comprehensive Code of Conduct (the Code). The Codeis applicable to Directors and senior management and employees to such extent as may beapplicable to them depending upon their roles
and responsibilities. The Code gives guidance and support needed for ethical conduct ofbusiness and compliance of law. The Code reflects the values of the Company viz. CustomerValue Integrity one team and Excellence. This Code of Conduct is also available on thewebsite of Company at http://www.anandrayons.com/upload/code%20of%20conduct.pdf
A declaration signed by the Company's Managing Director for the compliance of thisrequirement is published in this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India which havemandatory application during the year under review.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Alpesh Paliwal Practicing Company Secretary has issued a certificate requiredunder the listing regulations confirming that none of the Directors on the Board of thecompany has been debarred or disqualified from being appointed or continuing as directorof the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. Thecertificate forms part of this annual report.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company always endeavors to create and provide an environment which is safe freefrom discrimination and harassment including sexual harassment to every individual in thepremises. As per the requirements of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment. During the year under review therewere no complaints pertaining to sexual harassment.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY CODE2016
During the year under review there were no applications made proceedings pending inthe name of the company under the Insolvency Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELMENT AND VALUATIONWHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review there has been no one time settlement of loans taken fromBanks and Financial Institutions.
Your Directors wish to extend their sincere thanks to the Government as well as theGovernment agencies banks customers shareholders vendors and other relatedorganizations who have helped in your Company's progress as partners through theircontinued support and co-operation.
Your Directors also wish to place on record their sincere appreciation for thededicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel.
|For and on behalf of the Board of Directors || |
|ANAND RAYONS LIMITED || |
|Sd/- ||Sd/- |
|Anand Bakshi ||Shilpa Bakshi |
|(Managing Director) ||(Wholetime Director) |
|(DIN:01942639) ||(DIN:07986896) |
|Place: Surat |
|Date: August 31 2022 |