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Anand Rayons Ltd.

BSE: 542721 Sector: Others
NSE: N.A. ISIN Code: INE02GA01012
BSE 00:00 | 28 Oct 30.50 0
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NSE 05:30 | 01 Jan Anand Rayons Ltd
OPEN 30.20
PREVIOUS CLOSE 30.50
VOLUME 28000
52-Week high 40.90
52-Week low 24.20
P/E 67.78
Mkt Cap.(Rs cr) 46
Buy Price 29.80
Buy Qty 4000.00
Sell Price 32.00
Sell Qty 8000.00
OPEN 30.20
CLOSE 30.50
VOLUME 28000
52-Week high 40.90
52-Week low 24.20
P/E 67.78
Mkt Cap.(Rs cr) 46
Buy Price 29.80
Buy Qty 4000.00
Sell Price 32.00
Sell Qty 8000.00

Anand Rayons Ltd. (ANANDRAYONS) - Director Report

Company director report

Dear Members

ANAND RAYONS LIMITED

Your Directors have pleasure in presenting the 1st Board Report of theCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended March 31 2019.

Financial Performance

The following are the financial results of the Company for the year ended 31st March2019.

Particulars Year ended March 31 2019 Year ended * March 31 2018
Revenue Rs. 2826885028 -
Expenses Rs. 2795085478 -
Net Profit / (Loss) from Operation before Tax Rs. 31799551 -
Tax expenses (Current & Deferred) Rs. 10445292 -
Net Profit / (Loss) after tax Rs. 21354259 -
Earnings Per Share 2.07 -

*Company doesn't have any subsidiaries so there is no need to prepare consolidatedfinancial statement for the F. Y. 2018-19.

*The Company was incorporated (converted from Partnership firm) on September 20 2019therefore the figures for financial year ended on March 31 2018 may not be comparablewith figures of financial year ended on March 31 2019. The financial result for the ofthe partnership firm for financial year ended on March 31 2018 may be referred on websiteof the company. i.e. www.anandrayons.com

*The above financial information may include the data prior to conversion ofpartnership firm from April 01 2019.

State Of Affairs

• The Revenue of the company is Rs. 2826885028/- during the financial year2018-19.

• The Net Profit of the company is Rs. 21354259/- during the financial year2018-19.

Change In Nature Of Business

The Company is engaged in the business of dealing in various yarn and thread. There hasbeen no change in the business of the Company during the financial year ended 31st March2019.

Dividend

Your director have recommended dividend of Rs. 0.5/- (Fifty Paisa) per Equity Shares ofRs. 10/- each equivalent to 5% on each Equity Share of the company for the financial year2018-19. The dividend payment is subject to approval of members at the ensuing GeneralMeeting.

The dividend will be paid when declared by the share holder in accordance with the lawout of the accumulated profit and will be free of tax in the hands of the share holders.The payout is expected to be Rs. 7492361/-. The company shall pay the dividenddistribution tax @ 15% plus applicable surcharge and education cess on the dividend.

Transfer Of Unclaimed Dividend To Investor Education Protection Fund:

There is no any Unclaimed Dividend Amount in the Balance Sheet of the Company as onMarch 31 2018. So the Question of transferring the amount in the Investor Education AndProtection Fund as per the provisions of Section 125(2) of the Companies Act 2013 doesnot arise.

Transfer To Reserve:

Yours directors do not recommend transfer of any amount out of profits to the reserves.Entire profit has been transferred to balance sheet under the head reserves.

Details of Subsidiary Joint Venture Or Associates:

The Company does not have any Subsidiary Joint Venture or Associate Company.

Share Capital

The Authorised Share Capital of the Company is Rs. 150000000/- (Rupees FifteenCrores Only) divided into 15000000 Equity Shares of Rs. 10/- each.

The Paid up Capital of the Company is Rs. 102967210/- (Rupees Ten Crores Twenty NineLacs Sixty Seven Thousands Two Hundred Ten Only) divided into 10296721 Equity shares ofRs. 10/- each.

Notes:

Company has issued 4688000 Equity Shares of face value of 10/- each for cash at aprice of Rs. 27 Per Equity Share including a share premium of 17 per equity share throughthe Initial Public Offering (IPO) as Prospectus dated June 04 2019.

Post issue the paid up capital of the Company is Rs. 149847210/- (Rupees FourteenCrores Ninety Eighty Lacs Forty Seven Thousands Two Hundred Ten Only) divided into14984721 Equity shares of Rs. 10/- each.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act 2013 Mrs. Shilpa Bakshi retires byrotation and being eligible offers herself for re-appointment as the Director of theCompany.

Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.

The following changes have been made to the Director/KMP of the Company during theyear:

SR. No. Name of Director / KMPs Designation Date of Appointment Change in Designation Date of Resignation
1. Mr. Nivesh Khanna Independent Director 09/10/2018 N.A. N.A.1
2. Mr. Jayant Mankad Independent Director 09/10/2018 N.A. N.A.
3. Mrs. Hema Mishra Non Executive Director 05/11/2018 N.A. N.A.
4. Mr. Gokul Bakshi Non Executive Director 20/09/2018 N.A. 21/11/2018
5. Mr. Chetan Desai CFO 09/10/2018 N.A. N.A.
6. Mr. Rahul Makwana Company Secretary & Compliance Officer 08/01/2019 N.A. N.A.
7. Ms. Twinkle Nandwani Company Secretary & Compliance Officer 09/10/2018 N.A. 08/01/2019

Note:

1. Mr. Nivesh Khanna has resigned from the Independent Directorship of the Companyw.e.f May 29 2019.

2. Mr. Nileshkumar Bodiwala has been appointed as a Additional Independent Director ofthe Company w.e.f. May 29 2019.

The Board of Directors placed on record its thanks for their association with theCompany.

Constitution Of Board:

The Board of the Company comprises Five Directors out of which One is Non-Executive andNon-Independent Director two are Non-Executive Independent Directors One is ManagingDirector and One Whole Time Director of the Company.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per SEBI (LODR) Regulations 2015.

None of the Directors on the Board hold directorships in more than ten publiccompanies. Further none of them is a member of more than ten committees or chairman ofmore than five committees across all the public companies in which he is a Director.Necessary disclosures regarding Committee positions in other public companies as on March31 2019 have been made by the Directors. None of the Directors are related to each other.

Meetings of Board Of Directors

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act 2013during the Financial Year 2018-19 5 (Five) meetings of the Board of Directors were heldas against the minimum requirement of four meetings which is summarized below. Theprovisions of Companies Act 2013 were adhered to while considering the time gap betweentwo meetings.

Sr. No. Date of Meeting Board Strength No. of Directors Present
1 09.10.2018 Five Five
2 05.11.2018 Five Five
3 28.11.2018 Five Five
4 08.01.2019 Five Five
5 19.02.2019 Five Five
6 20.03.2019 Five Two

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two NonPromoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on March 20 2019 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.anandrayons.com

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013

Evaluation of Directors of the Company:

The formal evaluation of Board as whole and Non-Independent Director of the Company andof the Independent Directors of the Company was done at the respective meetings ofIndependent Director and Board of Directors each held on March 20 2019.

The criteria on which Independent Directors were evaluated was inter alia attendanceand participation in Board Meetings / Committee Meetings / General Meetings opinionjudgment estimate provided on key agenda items exercise of objective independentjudgment on strategy performance risk management etc. in the best interest of Companyconfirmation of adequacy of internal control on financial reporting maintenance ofconfidentiality of information of the Company obtained in capacity of IndependentDirector initiative to maintain integrity ethics and professional conduct initiative tocheck conflict of interest and maintenance of independence adherence to the applicablecode of conduct for independent directors managing relationships with fellow Boardmembers and senior management.

The criteria on which Non-Independent Director of the Company were evaluated were interalia attendance and participation in Board Meetings / Committee Meetings / GeneralMeetings knowledge of sector where company operates various directions provided in keydecision making of the Company understanding key risk for the Company and avoidance ofrisk while executing functional duties successful negotiations / deals smoothfunctioning of business / internal operation initiative to maintain corporate culture andmoral values commitment dedication of time leadership quality attitude initiativesand responsibility undertaken decision making achievements.

Audit Committee:

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of Committee as on the date is as stated below:

Sr. No. Name of Director Designation in Committee
1. Mr. Nivesh Khanna Chairman
2. Mr. Jayant Mankad Member
3. Ms. Anand Bakshi Member

Note:

The Board has reconstituted Audit Committee on May 29 2019 as required under CompaniesAct 2013. Mr. Nivesh Khanna has resigned from May 29 2019 and Mr. Nileshkumar BodiwalaHas been appointed as Additional Independent Director and Chairman of the Committee

Stakeholder's Relationship Committee:

T The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of Committee as on the date is as stated below:

Sr. No. Name of Director Designation in Committee
1. Mr. Nivesh Khanna Chairman
2. Mr. Jayant Mankad Member
3. Ms. Anand Bakshi Member

Note:

The Board has reconstituted Audit Committee on May 29 2019 as required under CompaniesAct 2013. Mr. Nivesh Khanna has resigned from May 29 2019 and Mr. Nileshkumar BodiwalaHas been appointed as Additional Independent Director and Chairman of the Committee

Nomination & Remuneration Committee:

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of Committee as on the date is as stated below:

Sr. No. Name of Director Designation in Committee
1. Mr. Nivesh Khanna Chairman
2. Mr. Jayant Mankad Member
3. Ms. Anand Bakshi Member

Note:

The Board has reconstituted Audit Committee on May 29 2019 as required under CompaniesAct 2013. Mr. Nivesh Khanna has resigned from May 29 2019 and Mr. Nileshkumar BodiwalaHas been appointed as Additional Independent Director and Chairman of the Committee

Disclosure of Remuneration:

In terms of rule (5)(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules

2014 details on remuneration of top employees of the company are attached to asAnnexure "1" and forms part of this report.

However having regard to the provisions of the proviso to Section 136(1) of the Actand as advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.

Transactions with Related Parties:

The Company has entered into transaction with the company in which our Directors areInterested which are falling within the purview of Section 188 of the Act for whichrequisite approval of Board is taken. However transaction entered with Companies whereinDirectors are interested is at arm's length basis and in ordinary course of businesshence no approval from the Board or Shareholders is required. Information on transactionswith related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) ofthe Companies (Accounts) Rules 2014 are given in Annexure II in Form AOC-2 and the sameforms part of this report.

Material Changes And Commitments

There have been no material changes and commitments which is affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

Extract of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith as Annexure - III for your kind perusal and information.

The Company is having website i.e. www.anandrayons.com and annual return of Company hasbeen published on such website.

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 2019 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 ongoing 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.

Auditors and Report Thereon:

The Auditors M/s Rajendra Sharma & Associates Chartered Accountants (FirmRegistration No. 108390W) Surat will retire at the 1st Annual General Meeting due tocompletion of their term.

The report of the Auditors is self-explanatory. There are no qualifications or adverseremarks in the Auditors' Report which require any clarification/ explanation. The Notes onfinancial statements are self-explanatory and needs no further explanation. Further theAuditors' Report for the financial year ended 31 March 2019 is annexed to the BalanceSheet.

As required by Section 134(3)(f) of the Companies Act 2013 your directors report thatthere is no fraud reported by the auditors in their report which is required to bereported here.

Your company has installed adequate internal financial controls with reference to theFinancial Statements as reported by Auditors for the year ended 31 March 2019.

Note:

Appointment of Auditor other than retiring Auditor

Due to the completion of term of the existing auditor new auditor needs to beappointed of whose appointment shall be made with the approval of members in generalmeeting pursuant to the provision of section 139 of the companies act 2013. The board hasproposed to appoint M/s. M.R. Bombaywala & Co. Chartered Accountants (FirmRegistration No. - 0123117W) Surat. Audit Committee in its meeting held on 30.04.2019have recommend the board the appointment of M/s. M.R. Bombaywala & Co. charteredaccountants holding peer review certificate to be appointed as statutory Auditor of thecompany.

Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 the Secretarial Audit is notapplicable to the company for the F.Y. 2018-19

Internal Auditor

In terms of sub-section (1) of section 138 of the Companies Act 2013 and Rule 13 ofCompanies (Accounts) Rule 2014 is not applicable to the company for the F.Y. 2018-19.

Corporate Governance

Corporate Governance is not applicable to the company for the F.Y. 2018-19

Note:

The Company is listed July 02 2019 on the Small and Medium Enterprise platform and SMEis exempted from provisions of para C D and E of schedule V as per Regulation 15 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Hence corporate governance report is not required. However our companyhas adhered to corporate governance by having optimum combination of independent directorsand executive directors on Board of our Company.

Loans Guarantees and Investments u/s 186 of the Companies Act 2013

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.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure IV of Board's Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

• 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 Laminate Sheets so in trading businessthere is no need of Conservation of Energy.

• Technology Absorption:*

• 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 isno need 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.

Public Deposits:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2019.

Corporate Social Responsibility

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.

Risk Management

The company has been exempt 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.

Nomination And Remuneration Policy

In terms of Section 178(3) of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a policy on Director's Key Managerial Personnel and Senior Management Employee'sappointment and remuneration including criteria for determining their qualificationspositive attributes independence and other prescribed matters was formulated andrecommended by the Nomination and Remuneration Committee and adopted by the Board ofDirectors at their respective meetings held on November 05 2018. The said policy is alsoavailable on the website of the Company www.anandrayons.com.

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 company'soperations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act- 2013:

There is no case filed during the Financial Year under the said Act hence the companyhas no details to offer.

Disclosure regarding Issue Of Equity Shares with Differential Rights:

The Company has not issued Equity Shares with differential rights.

Disclosure regarding issue of Sweat Equity Shares:

The Company has not issued sweat Equity shares during the Financial Year 2018-19.

Bonus Shares:

The Company has not issued sweat Equity shares during the Financial Year 2018-19.

Disclosure regarding issue of Employee Stock Options:

The Company has not issued Employee Stock Options during the Financial Year 2018-19.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 to the extent the transactions took place on those items during the year.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

For and on behalf of Board of Directors
Anand Rayons Limited
Anand Bakshi Shilpa Bakshi
Place: Surat Managing Director Director
Date: September 06 2019 (DIN: 01942639) (DIN: 07986896)

Annexure - I

Disclosure of Remuneration

Remuneration of Directors And Key Managerial Personnel

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sn. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Anand Bakshi Shilpa Bakshi
Managing Director Whole Time Director
1 Gross Salary 12.82 9.5 22.32
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission - as % of profit - others specify
5 Others please specify
Total (A) 12.82 9.5 22.32

B. Remuneration to Other Director

As no other director of the Company is drawing the salary or other remuneration fromthe Company.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sn. Particulars of Remuneration

Name of KMP

Total Amount
CFO CS
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 540000 301600 841600
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission - as % of profit - others specify
5 Others please specify
Total (A) 540000 301600 841600

*The company had paid remuneration of Rs. 106935/- to Mr. Gokul Bakshi being aChairmen of Emeritus of the company during the year..

For and on behalf of Board of Directors
Anand Rayons Limited
Anand Bakshi Shilpa Bakshi
Place: Surat Managing Director Managing Director
Date: September 06 2019 (DIN: 01942639) (DIN: 08465357)

Annexure II

Form No. AOC-2

Particulars of Contracts/arrangements made with related parties

(Pursuant to section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in section 188(1) of the Companies Act 2013including certain arm's length transactions under third proviso thereto

A. Details of contracts or arrangements or transactions not at arm's length basis:

There were no contracts or arrangements or transactions entered in to by the Companyduring the financial year ended on March 31 2019 which were not at arm's length basis.

B. Details of material contracts or arrangement or transactions at arm's length basis:

Sr. No. Particulars RPT - 1 RPT - 2 RPT - 3 RPT - 4 RPT - 5
1. Name(s) of the related party and nature of relationship Anand Bakshi- MD and Promoter -Shilpa Bakshi- WTD -M/s Dhruv Trading (Proprietary firm of Mrs. Shilpa Bakshi ) Mr. Gokul Baksi Director* Hema Mishra Directo Anand Cotex Ltd. - Anand Bakshi and Shilpa Baksi are director and promoter of Both the Company
2. Nature of contracts/ arrangements/ transactions 1) Salary 2) interest on loan received from director 1) Salary 2) interest on loan received from director 1) Salary 2) interest on loan received from director interest on loan received from director Purchase -Sell
3. Duration of the contracts / arrangements / transactions 1) 3 Years 1) 3 Years F.Y. 2018-19
4. Salient terms of the contracts or arrangements or transactions including the value if any 1) Remuneration 2) interest on loan received from director 1) Remuneration 2) interest on loan received from director 1) Remuneration 2) interest on loan received from director interest on loan received from director Advances of Rs. 1400000/- given to Palsana Textile Park Ltd. had been transferred at arm's length price
5. Date(s) of approval by the Board 09/10/2018 09/10/2018 09/10/2018 09/10/2018 19/02/2019
6. Amount paid as advances if any N.A. N.A. N.A. N.A. N.A.

 

For and on behalf of Board of Directors
Anand Rayons Limited
Place: Surat Anand Bakshi Shilpa Bakshi
Date: September 06 2019 Managing Director Managing Director
(DIN: 01942639) (DIN:08465357)

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