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Ashnoor Textile Mills Ltd.

BSE: 507872 Sector: Industrials
NSE: N.A. ISIN Code: INE372I01018
BSE 16:01 | 18 Jun 16.15 -0.80
(-4.72%)
OPEN

16.30

HIGH

16.30

LOW

16.15

NSE 05:30 | 01 Jan Ashnoor Textile Mills Ltd
OPEN 16.30
PREVIOUS CLOSE 16.95
VOLUME 6401
52-Week high 24.35
52-Week low 11.40
P/E 4.85
Mkt Cap.(Rs cr) 20
Buy Price 16.15
Buy Qty 1587.00
Sell Price 16.95
Sell Qty 1.00
OPEN 16.30
CLOSE 16.95
VOLUME 6401
52-Week high 24.35
52-Week low 11.40
P/E 4.85
Mkt Cap.(Rs cr) 20
Buy Price 16.15
Buy Qty 1587.00
Sell Price 16.95
Sell Qty 1.00

Ashnoor Textile Mills Ltd. (ASHNOORTEXTILE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 35 th Annual Report on the affairs of theCompany together with the Audited Accounts for the financial year ended on March 31 2018.

FINANCIAL PERFORMANCE AND OUTLOOK

(Rupees in Lakh)
PARTICULAR 2017-2018 2016-2017
Revenue from operations 8832.83 8151.06
Other Income 168.02 89.37
Total Income 9000.85 8240.43
Gross Profit prior to financial overheads and depreciation 829.84 1041.08
Financial Overheads 275.99 211.42
Depreciation 222.79 262.73
Profit before Tax Exceptional and Extra-Ordinary Items 331.06 566.93
Exceptional and Extra-Ordinary Items 37.28 (-)142.99
Profit before Tax 368.34 423.94
Income Tax – Current Years 105.99 87.51
Deferred Tax 44.41 45.18
Profit after Tax-available for appropriation 217.94 291.25
Basic Earnings Per Share 2.03 2.71

During the year under review revenue from operations increased by 8.36% from Rs.8151.06 lakh in previous year to Rs. 8832.83 lakh in current year. However due to highercost of operations and financial overheads profits dipped by 25.17% from Rs. 291.25 lakhin the previous year to Rs.217.94 lakh in the current year. The detailed discussion on thestate of Company's affairs and the performance of operations of the Company is given inthe annual report under "Management Discussion and Analysis Report". There wasnot any change in the nature of business of the company. Further no materialchanges/events have occurred after balance sheet until date of this report.

TRANSFER TO RESERVE

The Board of Directors of the company has decided not to transfer any amount tospecific reserves and entire profit after tax has carried over to the Balance Sheet assurplus.

DIVIDEND

The Board of Directors does not recommend any dividend for the year under review.

FIXED DEPOSITS

During the year under review your Company has neither invited nor accepted/renewed anyfixed deposit. There were no fixed deposits outstanding or unclaimed as on March 31 2018.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company. Furtherno material changes/events or commitments occurred after the end of financial year andtill the date of this report.

SHARE CAPITAL

During the year under review there is no change in share capital of the Company. TheCompany has neither issued shares with deferential voting rights nor granted any employeestock options or sweat equity shares. In view to infuse more funds in the capital requiredto support the expansion of business generate corporate purposes working capital andrepayment of existing loans etc. your Directors have planned to issue 1000000 equityshares and 1000000 convertible warrants on preferential basis to the promoters andrecommend resolutions for both the issues for your approval.

Due to proposed infusion of funds the paid-up equity share capital will exceed theexisting authorized share capital. Thus it is necessary to increase the Authorized ShareCapital of the Company by Rupees two crore by altering Clause V of Memorandum ofAssociation of the Company. Your Directors also recommend the resolution in this respectfor your approval

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company pursuant to sections2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

• Mr. Suneel Gupta —Managing Director

• Mr. Girish Singh Adhikari — Chief Financial Officer

• Ms. Sanjana Tandon — Company Secretary

DIRECTORS

In accordance with provisions of the Companies Act 2013 Mrs. (Dr.) Sangeeta Gupta(DIN-00052121) Whole Time Director will retire by rotation and being eligible offerherself for re-appointment.

During the year Ms. Noor Gupta (DIN: 03611790) and Ms. Divya Agarwal (DIN: 08016384)were appointed as Additional Directors effective from December 9 2017 in Promoter andIndependent category respectively. As per provisions of section 161 of the Companies Act2013 both hold office of Director upto conclusion of ensuing Annual General Meeting. YourDirectors recommend appointment of Ms. Noor Gupta in Promoter category. They alsorecommend appointment of Ms. Divya Agarwal as Independent Director for a period of fiveyears effective from December 9 2017.

Mr. Sanjay Arora (DIN:07815311) was appointed by the Board as Additional Director inIndependent Category effective from June 1 2017. Further he was appointed asIndependent Director by the shareholders in Annual General Meeting held on September 252017 effective from June 1 2017 for a period of 5 years.

Mr. Inder Mohan Agarwal (DIN: 01124215) Independent Director resigned effective fromJune 1 2017. The Board places on record its appreciation for assistance and guidanceprovided by him during his tenure as Director of the Company.

Three years term of Mr. Abhinav Gupta (DIN: 02766867) Whole-Time Director willcomplete on January 31 2019. The Board of Directors on the recommendation Nomination andRemuneration Committee has re-appointed Mr. Abhinav Gupta as Whole-time Director of theCompany for a period of 3 (three) years with effect from February 1 2019 subject to yourapproval and recommend his appointment to you by passing special resolution.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration confirming that they meet thecriteria of independence as prescribed in the Companies Act 2013 and Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(Hereinafter in report be called as "the Listing Regulations").

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

All the promoter Directors are relatives within the meaning of the term 'relative' asper section 2(77) of the Companies Act 2013. None of the remaining Directors are relatedto each other.

AUDITORS AND AUDITORS' REPORT

Agarwal & Gupta Chartered Accountants New Delhi (Firm RegistrationNumber-017621C) were appointed as Statutory Auditors of the Company for a period of fiveyears by the shareholders in the Annual General Meeting held on September 25 2017 andwill continue as Statutory Auditors of the Company. Audit Report given by them onFinancial Statements for the financial year ended March 31 2018 forms part of the AnnualReport.

The Report of the Auditors on the Financial Statements including relevant rules on theaccounts for the financial year ended March 31 2018 contains no qualificationreservation disclaimer or adverse remark. The report is self-explanatory and do not callfor any further comments. Auditors has not reported any matter under section 143(12) ofthe Act and therefore no detail is required to disclose in this report.

COST AUDIT

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

INTERNAL AUDITORS

As per requirements of section 138 of the Act the Company has re-appointed NaveenBrahma Nand & Company Chartered Accountants as Internal Auditors for the financialyear 2018-2019.

SECRETARIAL AUDITORS

The Board has re-appointed Anil Arora & Associates Company Secretaries New Delhias Secretarial Auditors for the financial year 2018-2019 as per provisions of section 204of the Companies Act 2013. The report of Secretarial Auditors for the financial year2017-2018 is annexed as 'Annexure-1'.

SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary Material Subsidiary holding Joint Ventureor Associate Company.

PERFORMANCE EVALUATION OF BOARD OF DIRECTOR'S

In terms of provisions the Companies Act and the Listing Regulations the Board hascarried out annual evaluation of its own performance (including independent Directors) andthat of its Committees as well as performance of all the Directors individually.

The Independent Directors have evaluated performance of the Chairman non-IndependentDirectors and the entire Board as a whole for the financial year 2018 in their separatemeeting. Evaluation has been made as per criteria provided by the Nomination andRemunerations Committee/ as provided in the Companies Act 2013 in the Listing Regulations.

The details of program held for familiarization of the Independent Directors with theCompany informing them about their roles rights responsibilities of independentDirectors in the Company nature of the industry in which the Company operates businessmodel of the Company and related matters are available on the website of the Company atthe web link: http://ashnoortex.com/wp-content/uploads/2016/06/Familiarization-Policy.pdf

CODE OF CONDUCT

The Company has laid down a code of conduct for all members of the Board of Directorsincluding Independent Directors and Senior Management of the Company. The Board membersincluding independent directors and senior management personnel of the Company haveaffirmed compliance with the code of conduct and Managing Director has given a declarationaffirming compliance with them. The Code of Conduct is available at website of the Companyat:http://ashnoortex.com/wp-content/uploads/2016/06/Code-of-Conduct-for-Board-Members-Senior-Management.pdf.The Board has prepared plans for orderly succession for appointment to the Board ofDirectors and the Senior Management.

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 confirm that:

a. in preparation of the annual accounts for the financial year ended March 31 2018the applicable accounting standards had been followed along with the explanations relatingto material departures if any;

b. the directors had selected such appropriate accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the State of affairs of the Company as at March 31 2018 andof the profit 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 2018 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.

The internal auditors conduct periodic audit to ensure that the Company's establishedpolicies and procedures are followed. The Audit Committee reviews the internal controlsand financial reporting issues with internal and statutory auditors.

NUMBER OF BOARD MEETINGS

During the financial year 2017-2018 seven (7) meetings of the Board of Directors ofthe Company were held. The details of these meetings including attendance of Directors inthese meetings are given in Corporate Governance Report.

CORPORATE GOVERNANCE

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

A detailed report on Corporate Governance along with Management Discussion and AnalysisReport are given in Annual Report. A certificate issued by the Statutory Auditors onCorporate Governance is also annexed with detailed report on Corporate Governance.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on related party transactions.

The Related Party Transactions Policy as approved by the Board is available onCompany's website athttp://ashnoortex.com/wp-content/uploads/2016/06/Policy-on-Related-Party-Transactions.pdf

BUSINESS RISK MANAGEMENT

The Company has laid down procedure of integrated business risk management to reviewaccesses and control/minimize significant business risk. The Audit Committee is used toreview the area of financial risk and control. During the year the Audit Committee/Boardhas not found any element of risk and control. The Company has not identified any elementof risk which may threaten the existence of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT-9 for the Financial Year 2017-18 isannexed to this report as 'Annexure-2'.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders passed against the Company by the regulators or courtswhich would affect the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

Details have been provided under Management Discussion and Analysis Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee which comprised of Mr. PiyushGupta-Chairman Mr. Anil Aggarwal-Member and Mr. Suneel Gupta-member. More details aboutthe Committee have been given in Corporate Governance Report. All the recommendations ofAudit Committee have been accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company as on March 31 2018 has Mr.Piyush Gupta as Chairman Mr. Anil Aggarwal-member and Mr. Sanjay Arora-Member. Moredetails about the Committee have been given in Corporate Governance Report. All therecommendations of Audit Committee have been accepted by the Board. The Nomination andRemuneration Policy as approved by the Board is uploaded on Company's website at the

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-3' to this Report.

VIGIL MECHANISM

In view of potential risk of fraud and corruption due to rapid growth the Company hasdevised a Vigil Mechanism in the form Whistle Blower Policy as per provisions of theCompanies Act 2013 and the Listing Regulations. Any genuine concerns can be freelyreported to the Chairman of the Audit Committee by any Director or employee of theCompany. The Company also provides adequate safeguards against victimization of personswho use such mechanism.To meet these objectives the Board has approved a Whistle BlowerPolicy of the Company which is available on the Company's website at theweblink:http://ashnoortex.com/wp-content/uploads/2016/06/Vigil-Mechanism.pdf

PREVENTION OF INSIDER TRADING

In view to regulate trading and ensure transparency in trading of securities of theCompany by the Directors and designated employees the Company has framed a Code of FairDisclosure as per provisions of the Listing Regulations. The code is available on theCompany's website at theweb-http://ashnoortex.com/wp-content/uploads/2016/06/Code-of-Fair-Disclosure.pdf

MANAGERIAL REMUNERATION

Details pertaining to remuneration as required under section 197(12) read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Sl. No Name of Director/KMP Designation Remuneration during the Year Increases in Remuneration during the Year Ratio of Remuneration of each Director to median remuneration
1. Suneel Gupta Managing Director 8400000 0 48.53%
2. Sangeeta Gupta Whole Time Director 8400000 0 48.53%
3. Abhinav Gupta Whole Time Director 8100000 68.75% 47.53%
4. Piyush Gupta Non-Executive Independent Director 0 0 0
5. Anil Aggarwal Non-Executive Independent Director 0 0 0
6. Sanjay Arora* Non-Executive Independent Director 0 0 0
7. Divya Agarwal** Non-Executive Independent Director 0 0 0
8. Noor Gupta** Non-Executive Director 0 0 0
9. Girish Singh Adhikari CFO 402640 22.01% 0
10. Sanjana Tandon*** Company Secretary 330000 0 0

*Appointed w.e.f. June 1 2017

** Appointed w.e.f. December 9 2017

***Appointment effective from May 1 2017

No Commission was paid to Managing Director and Whole Time Director from the Company.The Company was having 239 permanent employees on the rolls of the Company as on March 312018. There was 8%increase in the median remuneration of employees in the financial year.

The Company does not have any employee drawing remuneration as per Rule 5(2) of theCompanies (Appointment and Remuneration) Rules 2014.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS

During the year the Company has not given any Loan and Corporate Guarantee whichcovers under section 186 of the Act. The Company has made investment as given in notenumber 3 in Balance Sheet.

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

The Company has not received any complaint under the captioned Act in financial year2017-2018. Therefore no complaint was pending for redressal on March 31 2018.

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 support. The Board also places on record its appreciation forthe 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 Whole Time Director Place: Gurugram
DIN-00052084 DIN-00052121 Date: August 27 2018