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Ashnoor Textile Mills Ltd.

BSE: 507872 Sector: Industrials
NSE: N.A. ISIN Code: INE372I01018
BSE 00:00 | 27 Jan 42.30 0.50
(1.20%)
OPEN

43.75

HIGH

43.80

LOW

39.80

NSE 05:30 | 01 Jan Ashnoor Textile Mills Ltd
OPEN 43.75
PREVIOUS CLOSE 41.80
VOLUME 1593
52-Week high 75.00
52-Week low 36.80
P/E 8.06
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.75
CLOSE 41.80
VOLUME 1593
52-Week high 75.00
52-Week low 36.80
P/E 8.06
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashnoor Textile Mills Ltd. (ASHNOORTEXTILE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 39th Annual Report on theaffairs of the Company together with the Audited Accounts for the financial year ended onMarch 31 2022.

FINANCIAL PERFORMANCE AND OUTLOOK

Rupees in Lakh

PARTICULARS 2021-2022 2020-2021
Income (including other income) 26232.21 11875.37
Gross Profit before financial overheads and depreciation 1928.95 1184.52
Financial Overheads 353.86 245.81
Depreciation 368.60 308.45
Profit before Tax Exceptional and Extra-Ordinary Items 1206.49 630.25
Exceptional and Extra-Ordinary Items (4.45) 67.61
Profit before Tax 1202.04 697.86
Income/Deferred Tax 306.50 155.72
Profit after Tax-available for appropriation 895.53 542.15
Basic Earnings Per Share 7.03 4.25

During the financial year 2021-2022 the operating environment at the start of the yearwas extremely challenging due to uncertainty and volatility due to the COVID-19 pandemicand geographic tensions from the start of the current calendar year worsen the situation.

However the situation started to improve from the second quarter of the year. YourCompany exhibited tremendous flexibility and steered the dynamic environment speedily.Despite the disruption during the year your Company seized the market opportunities andfocused on the execution of the pending orders of the previous year due to OCVID-19 andposted robust growth in revenue and profit. During the year income of the company fromoperations increased by more than 100% from Rs.11573.61 Lakh to Rs.26110.29 Lakh andprofit after tax increased by 65% from Rs.542.15 Lakh to Rs.895.53 Lakh. The Company iscarrying out business activities only in one segment.

Financial Statements of the Company have been prepared on IND-AS basis. There was notany change in the nature of business of the company. Further there has been no materialchange/ commitment that occurred after March 31 2022 until the date of this reportaffecting the financial position of the Company. The Company has complied with all theapplicable provisions of the Companies Act 2013 relevant Rules and SecretarialStandards. The Company has not revised its financial statement or Board's report in any ofthe three preceding financial year.

The key financial ratios as on March 31 2022 are given in the Corporate GovernanceReport. The Company has neither made any application during the financial year nor is anyproceeding against the Company pending at the end of the financial year under theInsolvency and Bankruptcy Code 2016. The Company has not entered into one-time settlementwith any bank.

TRANSFER TO RESERVE

The Board of Directors of the company has decided not to transfer any amount to anyspecific reserve and the entire profit after tax has been carried over to the BalanceSheet as surplus.

DIVIDEND

In view of the requirement for more funds for the growth of the Company the Board ofDirectors does not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has never accepted deposits from the public. During the year under reviewyour Company has neither invited nor accepted/renewed any fixed deposit. No fixed depositsoutstanding or unclaimed as on March 31 2022.

CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of theCompany. The Company has neither issued shares with differential voting rights nor grantedany employee stock options or sweat equity shares. During the financial year the Companyhas not issued any type of debentures or preference shares or bonds.

INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company was not required to transfer any amount or share toInvestor Education and Protection Fund.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors of your Company is disqualified under the provisions of theCompanies Act 2013 ((hereinafter in this report called "the Act") or SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter in this report called "the Listing Regulations") as on March31 2022. A certificate issued by the Practicing Company Secretary in this respect isannexed and forms part of the Annual Report.

All the Independent Directors of the Company have given declarations confirming thatthey meet the criteria of independence as prescribed under the Act and the ListingRegulations.

In terms of section 152 of the Companies Act 2013 and Articles of Association of theCompany Mr. Abhinav Gupta (DIN-02766867) Director will retire by rotation and beingeligible offers himself for re-appointment.

The First term of Mrs. Divya Agarwal (DIN: 08016384) as an Independent Director willbe completed on December 8 2022. The Board on the recommendation of the Nomination andRemuneration Committee proposes to re-appoint her as an Independent Director of theCompany for the second term of 5 (five) consecutive years with effect from December 92022. Your Directors confirm that the proposed re-appointee possesses the requisite skillexperience and expertise.

Further the three years term of Mr. Suneel Gupta (DIN-00052084)-Managing Director willcomplete on January 9 2023. In view of his contribution to the growth of the Company theBoard at the recommendation of the Nomination and Remuneration Committee has reappointedhim on August 9 2022 subject to the approval of members by passing of special resolutionas Managing Director for a period of three years effective from January 10 2022 at theremuneration allowances/perquisites and other terms and conditions as detailed in theresolution.

The three years term of Dr. (Mrs.) Sangeeta Gupta (DIN-00052121)-Whole Time Directorwill be completed on April 30 2023. In view of her contribution to the growth of theCompany the Board at the recommendation of the Nomination and Remuneration Committeehas re-appointed her on August 9 2022 subject to the approval of members by passing ofspecial resolution as Whole Time Director for a further period of three years effectivefrom May 1 2023 at the remuneration allowances/perquisites and other terms andconditions as detailed in the resolution.

Pursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the following personsare the Key Managerial Personnel of the Company:

Mr. Suneel Gupta Managing Director
Mr. Girish Singh Adhikari Chief Financial Officer
Ms. Yashima Saluja Company Secretary

The brief resume and other details of the Directors to be re-appointed as requiredunder Listing Regulations have been provided in the notice of the Annual General Meeting.Details of the meeting attended by the Directors are given in the Corporate GovernanceReport. The balance of funds borrowed from Promoter Directors as on March 31 2022 wasRs.2270.07 Lakh. The maximum amount of loan taken from the Director during the year wasRs. 2401.03 Lakh.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

The entire promoter Directors are relatives within the meaning of the term‘relative' as per section 2(77) of the Companies Act 2013. None of the remainingDirectors are related to each other and promoters.

AUDITORS AND AUDITORS' REPORT

The 5 years terms of Agarwal & Gupta Chartered Accountants New Delhi will becompleted at the end of the ensuing 39th Annual General Meeting of the Company.He has shown his unwillingness to get re-appointed for the second term due topre-occupation. There is no other material reason for their unwillingness. Your Directorsrecommends the appointment of Messrs KSA & Co. Chartered Accountants New Delhi asthe Statutory Auditors of the Company for a period of 5 years from the conclusion of thisAnnual General Meeting till the conclusion of 44th Annual General Meeting ofthe Company. Earlier they were Statutory Auditors of the Company till the conclusion ofthe 34th Annual General Meeting of the Company.

There is no qualification reservation or adverse remarks in the audit report onfinancial statement of the Company for the financial year ended March 31 2022. The Reportof the Auditors on the Financial Statements including relevant rules on the accounts forthe financial year ended March 31 2022 are self-explanatory and do not call for anyfurther comments. The said report forms part of the Annual Report.

COST AUDIT

The provisions relating to Cost Audit are not applicable to the Company.

INTERNAL AUDITORS

Pursuant to requirements of section 138 of the Act Messrs Naveen Brahma Nand &Company Chartered Accountants has been re-appointed as Internal Auditors for thefinancial year 2022-2023.

SECRETARIAL AUDIT REPORT

Messrs Anil Arora & Associates Company Secretaries New Delhi was appointed asSecretarial Auditors by the Board of Directors for the financial year 2021-2022 as perprovisions of section 204 of the Companies Act 2013. The report of Secretarial Auditorsis annexed with Annual Report and forms part of Annual report. The Board has re-appointedthem for the financial year 2022-2023.

Further pursuant to Regulation 24A of Listing Regulations a Secretarial ComplianceCertificate issued by Messrs Anil Arora & Associates Company Secretaries New Delhiis also annexed with Annual Report and forms its part.

SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary Material Subsidiary Joint Venture orAssociate Company.

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

The Board has carried out an annual evaluation of its own performance and that of itsCommittees as well as performance of all the Directors individually including theIndependent Directors as per provisions of section 134(3)(p) of the Act and the ListingRegulations and as per detailed criteria prepared by the Nomination and RemunerationCommittee. The Independent Directors have also evaluated the performance of the Chairmanand non-Independent Directors in their separate meetings as per criteria provided by theNomination and Remunerations Committee.

The detail of programs held during the financial year for familiarization of theIndependent Directors with the Company informing them about their roles rightsresponsibility in the Company nature of the industry in which the Company operates thebusiness model of the Company and related matters are available on the website of theCompany at the web link: http://ashnoortex.com/wp-content/ uploads/2022/08/formal.pdf.

CODE OF CONDUCT

As per provisions of the Companies Act 2013 and Listing Regulations the Company haslaid down a code of conduct for all members of the Board of Directors includingIndependent Directors and Senior Management of the Company which includes the duties ofindependent directors as laid down in the Act. All the Board members and senior managementpersonnel are required to affirm compliance with the code of conduct. They have affirmedcompliance with the code for the financial year 2021-2022 and Managing Director has givena declaration affirming compliance by them. The Code of Conduct is available on thewebsite of the Company on web link:http://ashnoortex.com/wp-content/uploads/2020/08/Code-of-Conducts-For-the-Board-Members-and-Senior-Management.pdf

DIRECTORS' RESPONSIBILITIES STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 your Directors in terms ofsection 134(3)(c) of the Companies Act 2013 confirms that:

a. in preparation of the annual accounts for the financial year ended March 31 2022the applicable accounting standards (Ind-AS) have been followed along with theexplanations relating to material departures if any;

b. the directors have selected such appropriate accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the State of affairs of the Company as on March 31 2022 and of theprofit of the Company for that period;

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 for the financial year ended March31 2022 on a going concern basis;

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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.

NUMBER OF BOARD MEETINGS

During the financial year 2021-2022 nine (9) meetings of the Board of Directors of theCompany were held. All the required details of these meetings including the attendance ofDirectors of these meetings are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of theCorporate Governance Report as prescribed under the Listing Regulations.

A detailed report on Corporate Governance along with Management Discussion and AnalysisReport are annexed as part of the Annual Report. A certificate issued by the StatutoryAuditors on Corporate Governance is also annexed with a detailed report on CorporateGovernance.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transaction(s) are negotiated on an arm's-length basis and are in theordinary course of business. Therefore the Provisions of Section 188(1) of the CompaniesAct 2013 are not applicable.

During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions or which are required to bereported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014. However suitable disclosure hasbeen made in the note number 43 to the Financial Statements. The Policy on materiality ofrelated party transactions of the Company is available on Company's website at the weblink: http://ashnoortex.com/wp-content/uploads/2020/08/Poilcy-on-Related-Party-Transactions.pdf

BUSINESS RISK MANAGEMENT

As you know Business Risk Management being a very important part of any businessneeds appropriate plans to control the mechanism and operating effectiveness of theInternal Financial Controls and Legal Compliance System. The Board reviews the plans fromtime to time. However no risk has been identified which in the opinion of the Board maythreaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed against the Company by the regulatorsor courts which would affect the going concern status of the Company and its futureoperations.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Reportappended hereto.

AUDIT COMMITTEE

At the end of the financial year on March 31 2022 the Audit Committee was comprisedof

1. Mr. Anil Aggarwal (Independent Director)-Chairman;

2. Mr. Suneel Gupta (Managing Director)-Member;

3. Mr. Naresh Kumar Aggarwal- (Independent Director)-Member

4. Mrs. Divya Aggarwal (Independent Director)-Member; and

5. Mr. Sanjay Arora-(Independent Director)-Member.

During the year four (4) meetings of the Committee were held. Dates of meetingsattendance of Directors in meetings and other details are given in the CorporateGovernance Report. The Board has accepted all the recommendations of the Audit Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

At the end of the financial year on March 31 2022 the Stakeholders RelationshipCommittee was comprised of

1. Mr. Anil Aggarwal (Independent Director)-Chairman;

2. Mr. Suneel Gupta (Managing Director)-Member;

3. Mr. Sanjay Arora-(Independent Director)-Member; and

4. Mrs. Divya Aggarwal (Independent Director)-Member.

During the year four (4) meetings of the Committee were held. Dates of meetingsattendance of Directors in meetings and other details are given in the CorporateGovernance Report.

NOMINATION AND REMUNERATION COMMITTEE

At the end of the financial year on March 31 2022 the Nomination and RemunerationCommittee was comprised of

1. Mr. Anil Aggarwal (Independent Director)-Chairman;

2. Mrs. Divya Aggarwal-(Independent Director)-Member;

3. Mr. Sanjay Arora-(Independent Director)-Members; and

4. Mr. Naresh Kumar Aggarwal- (Independent Director)-Member.

During the year one (1) meeting of the Committee was held. Details of meetings aregiven in the Corporate Governance Report. The Nomination and Remuneration Policy asapproved by the Board is available on Company's website at the web link:http://ashnoortex.com/wp-content/uploads/2020/08/Nomination-and-Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 has become applicable after financial yearended 2020-2021 as profits of the Company for the financial year ended March 31 2021were more than Rs.500 Lakh. The Board has constituted a Corporate Social ResponsibilityCommittee (CSR Committee). At the end of the financial year on March 31 2022 the CSRCommittee is comprised of

1. Mr. Anil Aggarwal (Independent Director)-Chairman;

2. Mr. Suneel Gupta (Managing Director)-Member;

3. Mrs. (Dr.) Sangeeta Gupta (Whole Time Director)-Member; and

4. Mr. Sanjay Arora-(Independent Director)-Member.

Scope of Committee includes:

a) formulate and recommend to the Board a Corporate Social Responsibility Policy whichshall indicate the activities to be undertaken by the company in areas or subjectsspecified in Schedule VII; b) recommend the amount of expenditure to be incurred on theactivities referred to in clause (a); and c) monitor the Corporate Social ResponsibilityPolicy of the company from time to time.

During the financial year 2021-2022 the Company was required to incur Rs.10.64 Lakhfor CSR. The short-term provisions for the same have been created in the Balance Sheet innote number 20(b)(ii) and the Company will transfer the unspent amount as per provisionsof section 135 of the Companies Act 2013. During the financial year 2022-2023 theCompany is required to incur a CSR expenditure of Rs.15.38 Lakh. The CSR Committee hasformed a CSR Policy and the Board of Directors has approved the same as amended. The saidpolicy is available on Company's website at the web link: http://ashnoortex.com/wp-content/ uploads/2022/08/CSR-Policy-1.pdf. A detailed information in respect of CSRis attached to this report as Annexure-2.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in ‘Annexure-1'to this Report.

ANNUAL RETURN

According to the provisions of Section 134(3)(a) and Section 92 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return ofthe Company as on March 31 2022 is uploaded on the website of the Company at web link:http://ashnoortex.com/wp-content/uploads/2022/09/MGT-7-March-31-2022-1 pdf

VIGIL MECHANISM

A Vigil Mechanism in the form of Whistle Blower Policy as per provisions of section177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014Regulation 22 of the Listing Regulations has been formed by the Company which providesfreely reporting of any genuine concern to the Chairman of the Audit Committee by anyDirector or employee of the Company. The policy provides adequate safeguards againstvictimization to such Director(s) or employee(s). Whistle Blower Policy duly approved bythe Board is available on the Company's website at the web link:http://ashnoortex.com/wp-content/ uploads/2020/08/Whistle-Blower-Policy.pdf

Further details are available in the Report on Corporate Governance that forms part ofthis Report.

PREVENTION OF INSIDER TRADING

In view to prevent insider trading in the securities and ensure transparency and alsoregulate trading in securities of the Company by the Directors and designated employeesthe Company has framed a Code of Fair Disclosure as per provisions of Listing Regulationswhich is available on the Company's website at the web link:http://ashnoortex.com/wp-content/ uploads/2020/08/Code-of-Fair-Disclosure.pdf

MANAGERIAL REMUNERATION

Details about remuneration as required under section 197(12) read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Rupees in Lakh

Sl. Name of Director/ No KMP Designation Remuneration during the Year Percentage Increases/ decrease in Remuneration during the Year Ratio of Remuneration of each Director to median remuneration
1. Mr. Suneel Gupta Managing 13.50 50.00 11.40%
Director
2. Mrs. (Dr.) Sangeeta Whole Time 13.50 50.00 11.40%
Gupta Director
3. Mr. Abhinav Gupta Whole Time 13.50 50.00 11.40%
Director
4. Ms. Noor Gupta Promoter 0.00 0.00 NA
Director
5. Mr. Anil Aggarwal Independent 4.00 (55.56) 38.46%
Director
6. Mr. Sanjay Arora Independent 0.50 100.00 307.68%
Director
7. Mrs. Divya Agarwal Independent 0.00 0.00 NA
Director
8. Mr. Naresh Kumar Independent 0.00 0.00 NA
Aggarwal Director
8. Girish Singh Adhikari CFO 8.36 20.24 18.40%
10. Yashima Saluja Company 4.80 36.51 32.05%
Secretary

No Commission was paid to Managing Director and Whole Time Director from the Company.The Company was having 474 permanent employees on the rolls of the Company. There is noincrease in the median remuneration of the employees in the financial year.

None of the employees of the Company is drawing remuneration as per Rule 5(2) of theCompanies (Appointment and Remuneration) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year the Company has not given any Loan and Corporate Guarantee which iscovered under section 186 of the Act. The Company has invested of additional funds for thetime being available with the Company as given in note number 3 in Balance Sheet.

COMPLAINT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

No complaint was received for sexual harassment by Internal Complaints Committee set upunder the captioned Act in the financial year 2021-2022. Therefore no complaint waspending for redressal on March 31 2022.

ACKNOWLEDGMENT

Your Directors express their gratitude and thanks to Banks Central and StateGovernment Authorities Stock Exchange Regulatory Authorities and stakeholders for theircontinued co-operation and support to the Company and also express their gratitude andthanks to Shareholders Customers Suppliers and other business associates for theircontinued co-operation and patronage. Your Directors also place on record its appreciationfor the dedicated efforts put on by the employees of the Company at all levels.

By the order of the Board
Sd/- Sd/-
Suneel Gupta Sangeeta Gupta
Managing Director Director Place: Gurugram
DIN-00052084 DIN-00052121 Date: August 9 2022

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