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Minaxi Textiles Ltd.

BSE: 531456 Sector: Industrials
NSE: N.A. ISIN Code: INE952C01028
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OPEN 0.35
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VOLUME 7500
52-Week high 0.94
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.36
Buy Qty 1975.00
Sell Price 0.35
Sell Qty 123.00

Minaxi Textiles Ltd. (MINAXITEXTILES) - Director Report

Company director report

To

The Members

Minaxi Textiles Ltd

Your directors have pleasure in presenting herewith their 24th Annual Reporttogether with the Audited Statements of Accounts for the period ended on 31stMarch 2019.

FINANCIAL RESULTS :

Particulars Current year Ended on Previous year Ended on
31/03/2019 31/03/2018
Rs Rs
Revenue from Operations 443759628 547344624
Other Income 971752 1679920
Income related to earlier years 0 0
Total Expenditure 443133230 533206135
Profit Before Tax 1598150 15818409
Less : Current Tax 1986729 6771970
: Deferred Tax (2002091) 2132552
: Income Tax pertaining to earlier years 0 0
Profit after Tax (Transfer to General Reserve) 1613512 6913887

DIVIDEND :

Your directors do not recommend any dividend for the financial year ended on 31stMarch 2019 and decided to plug in the profit in the business.

OPERATING AND FINANCIAL PERFORMANCE INTERNAL CONTROL :

During the year under report the company has achieved a gross turnover of Rs. 4437.59Lacs has resulted in the net profit of Rs. 16.13 Lacs. In view of overall subdued marketconditions our company has tried their best to perform well during the year under review.Lower operating profit is mainly due to increased cost of raw material resulting intoincreased manufacturing cost.

The company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal controls.

CHANGE IN NATURE OF BUSINESS IF ANY :

There is no change in the nature of the business of the company during the year underreview.

ORDER OF COURTS ETC. IF ANY :

There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and company's operations in future.

MATERIAL CHANGES AND COMMITMENTS IF ANY :

There were no material changes and commitments affecting the financial position of thecompany occurring between March 31 2019 and the date of this report of the directors.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY :

The company has no subsidiaries or associate companies therefore disclosures in thisregards are not provided in this report.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(j) OF THE COMPANIES ACT 2013 :

Your company has earned profit of ‘16.13 Lacs and Comprehensive income of‘4.54 Lac which has been transferred to Profit and Loss Account. For the financialyear ended on 31st March 2019 the company is not going to carry any amount togeneral reserve account.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unclaimed and unpaid Dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

(Criteria prescribed under section 135 is not attracted)

Every Company is required to constitute / formulate CSR Committee if it gets attractedin one of the criteria prescribed in Section 135. According to Section 135 of theCompanies Act 2013 every Company having Net Worth of Rs.500 Crore or more or Turnoverof Rs.1000 Crore or more or Net Profit of Rs.5 crore or more during any financial yearshall constitute a Corporate Social Responsibility Committee and should undertakeCorporate Social Responsibility as prescribed in Schedule VII.

None of the above criteria was applicable to the company for the financial year2018-2019 and hence the company was not required to constitute CSR Committee.

FINANCE :

The Company is at present enjoying secured financial assistance in the form of workingcapital facilities and term loan from Bank of India Main Branch Bhadra Ahmedabad.During the year under review the company regularly paid the principal and interest to theBank. The company has not committed any default in repayment of any of its debts(including public deposits) or debentures or interest payable thereon during the precedingfinancial year.

PUBLIC DEPOSIT :

The Company has neither accepted nor invited any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 during the year under review.

CONSERVATION OF ENERGY :

The information relating to conservation of Energy as required under section 134(3)(m)of the Companies Act 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014 isgiven by way of annexure attached hereto which forms part of this report. (Annexure– I)

CONSERVATION OF TECHNOLOGY ABSORPTION :

The information relating to conservation of Technology Absorption as required undersection 134(3)(m) of the Companies Act 2013 read with the Rule 8 of the Companies(Accounts) Rules 2014 is given by way of annexure attached hereto which forms part ofthis report. (Annexure – I)

CONSERVATION OF FOREIGN EXCHANGE EARNINGS / OUTGO :

The information relating to conservation of Foreign Exchange Earning / Outgo asrequired under section 134(3)(m) of the Companies Act 2013 read with the Rule 8 of theCompanies (Accounts) Rules 2014 is given by way of annexure attached hereto which formspart of this report. (Annexure – I)

PARTICULARS OF EMPLOYEES :

The prescribed particulars of Employees required under section 197(12) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached hereto which forms part of this report. (Annexure – II)

During the year under review none of the top ten employees of the company was inreceipt of remuneration in excess of Rupees One Crore and Two Lac Rupees if employedthrough out the year or in receipt of remuneration exceeding Rupees Eight Lac FiftyThousand p.m. if employed for part of the financial year and hence the disclosure undersection 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable.

CORPORATE GOVERNANCE : (Certain SEBI Listing Regulations are not applicable to thecompany)

The compliance with the Corporate Governance provisions as specified in the Regulations17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46 and paras CD and Eof Schedule V of SEBI (Listing Regulations) 2015 are not applicable to the companieshaving Paid up Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25Crore as on the last day of previous year. According to these regulations your company isnot mandatorily required to comply with the provisions of these regulations for the timebeing as the Paid up Share Capital of the company is not exceeding Rs.10 Crores and theNet Worth is not exceeding Rs.25 Crores as on the last day of the previous year howeverthe company has made all possible efforts to comply with the provisions of theseregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the provisions of the Companies Act 2013 during the year under review.

In order to avail the exemption to comply with the provisions of Regulation 27(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") read with Regulation 15(2) of Chapter IV of Listing Regulations thecompany had submitted the Certificate for Non- Applicability of Corporate GovernanceReport to the BSE and hence Corporate Governance Report is not forming part of thisAnnual Report. As per the BSE Circular No. LIST/COMP/12/2019-20 dtd.14/05/ 2019 onsubmission of Certificate for Non-Applicability of Corporate Governance Report thecompany is not required to submit any other documents or disclosure for claiming exemptionfor Annual Secretarial Compliance Certificate.

BOARD OF DIRECTORS :

The Company has a very balanced composition of Board of Directors. As on date theCompany has Ten (10) directors with an Executive Chairman on its Board. Out of these 4(Four)(40%) whole time / executive directors and 1 (One) (10%) Promoter and non-executiveand 5 (Five) (50%) non-executive / independent directors. All Non-Executive &Independent Directors actively participate in the Board and Committee Meetings which is agreat value addition in the decision making process.

The maximum tenure of the Independent Directors is in compliance with the CompaniesAct 2013. All the Independent Directors have confirmed that they meet the criteria asmentioned under Section 149 of the Companies Act 2013.

In accordance with provisions of Section 152(6)(a) of the Companies Act 2013 ShriBharatbhai P. Patel and Smt. Manjulaben Patel retires by rotation and being eligibleoffers themselves for re-appointment.

Board Evaluation and Criteria :

Pursuant to the provisions of the Companies Act 2013 a structured questionnaire wasprepared after taking into consideration the various aspects of the Board's functioningcomposition of the Board and its committees. The Board has carried out an annualperformance evaluation of its own performance of the directors individually as well asthe evaluation of the working of its Audit Nomination and Remuneration and Stake holderRelationship Committees. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance evaluation of the Chairperson and theNon-Independent Directors was carried out by the Independent Directors. The Directorsexpressed their satisfaction with the evaluation process.

Remuneration Policy :

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The policy of the Company on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under Section 178(3) of the Companies Act2013 is available on our website athttps://www.minaxitextiles.com/pdf/Corporate%20Policies%20and%20CodesPolicy%20on%20remuneration%20of%20Directors%20KMP%20and%20Senior%20Employees.pdfWeaffirm that the remuneration paid to the directors is as per the terms laid out in theNomination and Remuneration Policy of the Company.

Board Meetings :

Regular meetings of the Board are held inter-alia to review the quarterly results ofthe Company. Additional Board meetings are convened to discuss and decide on variousbusiness policies strategies and other businesses.

During the FY 2018-19 the Board met Eight (8) times i.e. on 15th May 201809th July 2018 18th July 2018 13th August 2018 06thNovember 2018 19th November 2018 12th February 2019 and 30thMarch 2019. The Company has held Board Meeting at least one meeting every quarter and themaximum time gap between any two meetings was not more than 120 days.

The agenda and the papers for consideration at the Board meeting are circulated to theDirectors in advance before the meeting. Adequate information is circulated as part of theBoard papers and is also made available at the Board meeting to enable the Board to takeinformed decisions. Where it is not practicable to attach supporting/relevant document(s)to the Agenda the same are tabled at the meeting and specific reference to this is madein the Agenda.

Independent Director's Meeting

A Separate meeting of Independent Directors held on 12th February 2019without the attendance of Non-Independent Directors and members of the Management. In thesaid meeting Independent Directors reviewed the followings :

a) Performance evaluation of Non Independent Directors and Board of Directors as awhole;

b) Performance evaluation of the Chairperson of the Company taking into account theviews of executive directors and nonexecutive directors;

c) Evaluation of the quality quantity and timelines of flow of information between theManagement and Board of Directors for effective and reasonable performance of theirduties.

The Board of Directors expressed their satisfaction with the evaluation process.

Declaration of Independence from Independent Directors :

The Independent Directors have submitted the declaration of their Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6) of that section. The IndependentDirectors have confirmed that they are not aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties.

COMMITTEES :

Your Company has several Committees which have been established as part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

The Company has following Committees of the Board :

1. Audit Committee

2. Nomination and Remuneration committee

3. Stakeholders and Relationship Committee and

4. Internal Complaints Committee.

Reconstitution Of Audit Committee :

The Board of directors of the company at its meeting held on 12th August2015 has reconstituted an Audit Committee in line with Section 177 of the Companies Act2013 comprising four Directors viz. Shri. Jasvant K. Patel Chairman (having financialand accounting knowledge) Shri. Vasudevbhai L. Patel Shri. Ghanshyambhai C. Patel andShri. Bharatbhai P. Patel.

The Committee periodically discussed the Financial Reporting process reviewed theFinancial Statements and discussed the quality of the applied accounting principles andsignificant judgment that affected the Company's Financial Statements. Apart frompresenting the audited accounts to the members of the Board the Audit Committeerecommended the appointment of the statutory auditors secretarial auditor and internalauditor subject to the Board's approval. The audit Committee reviewed with adequacy ofinternal control systems with the management statutory and internal auditors.

The Committee met 4 (Four) times during the year 2018-2019. The dates on which theAudit Committee meetings were held are 15/05/2018 13/08/2018 06/11/2018 and 12/02/2019.The maximum time gap between any two meetings was not more than 120 days. Members of theAudit Committee have requisite financial and management expertise. Shri. Jasvant K. Patelhas being a Chairman of the Audit Committee attended the last Annual General Meetingheld on 28th September 2018.

Attendance of each Member of Audit Committee meetings held during the year ended on 31stMarch 2019 :

Name of Directors Category Status / Designation No. of Meeting attended
Shri. Jasvant K. Patel Non-executive / Independent Chairman 4
Shri. Vasudevbhai L. Patel Non-executive / Independent Member 4
Shri. Ghanshyambhai C. Patel Non-executive / Independent Member 4
Shri Bharatbhai P. Patel Managing Director Member 3

Re-Constitution of Nomination and Remuneration Committee (NRC) :

Pursuant to the provisions of Section 178 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 every listed company andprescribed class of companies shall constitute Nomination and Remuneration Committee(NRC) of the Board consisting of 3 or more non-executive directors out of which not lessthan shall be independent director.

In view of the above provision of law the Board of Directors at its meeting held on 30thMay 2014 has constituted NRC committee and Re-constituted the same vide its meeting heldon 12th August 2015 which was again reconstituted on 12th November2016. It was further reconstituted on 13/08/2018 consisting of Shri Vasudevbhai L. PatelChairman of the Committee/ Independent Director Shri. Bhavikkumar Patel Shri JasvantPatel Independent Directors and Shri Dineshkumar P. Patel Chairperson and Whole TimeDirector of the company as member of the committee.

The Committee met 5 (Five) times during the year 2018-2019. The dates on which theNomination and Remuneration Committee meetings were held are 15/05/2018 13/08/201806/11/2018 19/11/2018 AND 12/02/2019.

The Board vide its meeting held on 13.08.2018 has revised the terms of reference. Thepowers (terms of reference) delegated to the committee are as under :

A. To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

B. To formulate the criteria for evaluation of performance of independent directors andthe board of directors;

C. To devise a policy on diversity of board of directors;

D. To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down and recommend to the Boardof directors their appointment and removal and shall specify the manner for effectiveevaluation of performance of Board its committees and individual directors to be carriedout either by the Board by the Nomination and Remuneration Committee or by an independentexternal agency and review its implementation and compliance .

E. To extend or continue the term of appointment of the independent director on thebasis of the report of performance evaluation of independent directors.

While formulating the policy the committee shall ensure that –

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully.

b. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

c. Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the company and its goals.

F. To ensure that the remuneration policy formulated by the committee be disclosed inthe Board's Report.

Attendance of each Member of Nomination and Remuneration Committee meetings held duringthe year ended on 31st March 2019 :

Name of Directors Category Status / Designation No. of Meeting attended
Shri. Dharmendra N. Patel* Non-executive / Independent Chairman Resign 1
w.e.f. 31.07.2018
Shri. Bhavikkumar Patel Non-executive / Independent Member 5
Shri. Jasvant K. Patel Non-executive / Independent Member 5
Shri Dineshkumar P. Patel Chairman and Whole Time Director Member 5
Shri. Vasudevbhai L. Patel** Chairman and Non-executive / Independent Chairman w.e.f. 13.08.2018 3

* Shri Dharmendra N. Patel has resigned w.e.f. 31.07.2018

** Shri Vasudevbhai L. Patel has been appointed as Chairman of the Committee in theBoard Meeting dtd.13.08.2018.

Reconstitution of Stakeholders Relationship Committee

The Board has re-constituted the Shareholders and Investors Grievance Committee videresolution passed in its Meeting held on 29/07/2011. According to Section 177 the companyis required to constitute a Stakeholders Relationship Committee consisting of a Chairmanwho shall be a non executive director and such other members as may be decided by theBoard.

In view of the above provision the company has altered the nomenclature of theShareholders and Investors Grievance Committee to Stakeholders Relationship Committee.Further the membership of the company has also changed in light of the above provisionsvide its Board Meeting held on 30/05/2014. It was further reconstituted on 13/08/2018. TheStake holders Relationship committee consists of Shri. Bhavikkumar Patel Chairman of theCommittee/ Independent Director Shri Bharatbhai P. Patel Shri Dineshkumar P. Patel andShri Nirmal B. Patel as members of the committee.

CS Priyanka M. Patel has been designated as the Compliance Officer. As required byRegulation 46(2)(j) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has designated the below cited email ID of the grievance redressaldivision / compliance officer exclusively for the purpose of registering complaints byinvestors. E-Mail ID : minaxitx@yahoo.com

The total number of complaints received and replied to the satisfaction of shareholdersduring the year under review was NIL and outstanding complaints as on 31stMarch 2019 was NIL. None of the request for transfers dematerialization andre-materialization was pending for approval as on 31st March 2019.

During the year the Stakeholders Relationship Committee were held on 15/05/201813/08/2018 06/11/2018 12/02/2019 and 30/03/2019.

Attendance of each Member of Stakeholder Relationship Committee meetings held duringthe year ended on 31st March 2019 :

Name of Directors Category Status / Designation No. of Meeting attended
Shri. Dharmendra N. Patel* Non-executive / Independent Chairman 1
Shri. Bharatbhai P. Patel Executive and Managing Director Member 1
Shri. Nirmal B. Patel Executive and Whole Time Director Member 5
Shri Dineshkumar P. Patel Chairman and Whole Time Director Member 5
Shri. Bhavikkumar R. Patel Non-executive / Independent Chairman 3

* Shri Dharmendra N. Patel has resigned w.e.f. 31.07.2018

*Shri. Bhavikkumar R. Patel has been appointed as Chairman vide Board Meetingdtd.13.08.18.

Disclosure under the Sexual Harrassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. The company has constituted Internal Complaints Committee (ICC) videits Board Meeting held on 11th February 2015 under the chairmanship of ShriBharatbhai Patel Managing Director to redress complaints received regarding sexualharassment. Shri Nirmal Patel and Smt. Manjulaben Patel are the other members of thecommittee. All employees (permanent contractual temporary trainees) are covered underthis policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received. - NIL

• No. of complaints disposed off – Not Applicable.

CODE OF INDEPENDENT DIRECTORS – SCHEDULE IV :

The Board has considered Code of Independent Directors as prescribed in Schedule IV ofthe Companies Act 2013. The code is a guide to professional conduct for independentdirectors adherence to these standards by independent directors and fulfillment of theirresponsibility in a professional and faithful manner will promote confidence of theinvestment community and regulators.

The broad items for code for independent directors are :

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) Atleast one Separate meeting of Independent Directors in a year withoutattendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Terms and conditions for appointment of Independent Directors is posted on thewebsite of the company. The Code of Independent Director as per Schedule IV of theCompanies Act 2013 is forming part of the Code of conduct of the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has adopted a Whistle Blower Policy pursuant to the requirements of theCompanies Act 2013 and the SEBI Regulations 2015 to deal with unethical behaviouractual or suspected fraud or violation of the Codes of conduct or policy. The mechanismprovides for adequate safeguards against victimization of employees and Directors to availof the mechanism and also provide for direct access to the Chairperson of the AuditCommittee in exceptional cases. The details of the Policy is also posted on the website ofthe Company.

CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION (UPSI) :

The Company has amended the policy in its Board Meeting held on 30.03.2019. The Boardof Directors of Company shall inquiry in case of leak of Unpublished Price SensitiveInformation(UPSI) or suspected leak of Unpublished Price Sensitive Information(UPSI). Thecompany will inform simultaneously to SEBI of such leaks inquiries and results of suchinquiries. The details of the Policy is also posted on the website of the Companyhttps://www.minaxitextiles.com/investor-relations/corporate-policies-and-codes/.

CEO / MD AND CFO CERTIFICATION :

The Managing Director and Chief Financial Officer also give quarterly certification onfinancial results while placing the financial results before the Board in terms ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

FAMILIARIZATION PROGRAMME :

The Board members of Minaxi Textiles Limited (Independent and Non-Independent) areoffered every opportunity to familiarize themselves with the Company its management andits operations and above all the Industry perspective and issues. They are made tointeract with senior management personnel and are given all the documents sought by themfor enabling a good understanding of the Company its various operations and the industryof which it is a part. The note on Familiarization Programme has been posted on thewebsite of the company.

The independent Directors are provided with necessary documents brochures reports andinternal policies to enable them to familiarize with the Company's procedures andpractices. The Company undertook various steps to make the Independent Directors have fullunderstanding about the Company.

STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

There is a continuous process for identifying evaluating and managing significantrisks as faced through a risk management process designed to identify the key risks facingeach business.

The role of insurance and other measures used in managing risks is also reviewed. Riskswould include significant weakening in demand from core-end markets end marketcyclicality inflation certainties energy cost and shortage of raw materials maintenanceand protection of leading technologies and adverse regulatory developments. During theyear under review no major risks were noticed. The Company has laid down procedures toinform Board members about the risk assessment and minimization procedures. AuditCommittee and Board Members are reviewing and updating the said procedures and plansperiodically.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) read with Schedule V(B) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section formingpart of the Annual Report. (Annexure – III)

AUDITORS :

Statutory Auditor :

Pursuant to the provisions of Section 139 and 141 of the Companies Act 2013 M/sKewlani & Associates. Chartered Accountants Ahmedabad (FRN 133928W) were appointedas Statutory Auditors of the Company to hold office upto 27th Annual GeneralMeeting to be held for the financial year 2020-2021. The Auditors of the Company M/s.Kewlani & Associates Chartered Accountants has resigned as auditors of the Companyfor the financial year 2019-2020 and onwards vide their letter dated 01/06/2019 onaccount of contemplating / probable merger with other accounting firm for restructuring ofProfessional Services and therefore they are unable to carry out the Statutory Audit ofthe company for the financial year 2019-2020 and onwards.

The Board of Directors vide resolution passed at its meeting on 10/06/2019 has acceptedand approved the resignation of M/s. Kewlani & Associates Chartered Accountants fromthe post of auditors for the financial year 2019-2020 and onwards w.e.f. 01/06/2019. Thecompany has appointed M/s. Manghani and Co. Chartered Accountants Ahmedabad (FRN -022372C) subject to the approval of the members in their general meeting pursuant toSection 139(8)(i) of the Companies Act 2013. The members at Extra Ordinary GeneralMeeting held on 12th July 2019 had approved the appointment of M/s. Manghaniand Co. Chartered Accountants Ahmedabad (FRN - 022372C) to hold office until theconclusion of the next annual general meeting of the company held after their appointment.

Auditors Report :

The comments in the Auditors Report with Notes on Accounts referred to the Auditor'sReport are self explanatory and therefore do not call for any further explanation.

Secretarial Auditor :

The Board has considered the recommendation of Audit Committee regarding appointment ofSecretarial Auditor and necessity of Secretarial Audit Report as mandate for every listedcompany in Section 204 of the Act and has appointed M/s. Ashok P. Pathak & Co.Company Secretaries Ahmedabad as Secretarial Auditor for the financial year 2019 -2020.The Company has received consent from M/s. Ashok P. Pathak & Co. Company Secretariesto act as the auditor for conducting audit of the secretarial records for the financialyear ending 31st March 2020.

Secretarial Audit Report :

The Secretarial Audit Report for the financial year ended on 31st March2019 in Form MR-3 is annexed herein and forming part of the Board Report (Annexure IV).

The explanation on comments / observation(s) in the Secretarial Audit Report -

1. The company had put all efforts to appoint a qualified company secretary and ensureto make the appointment during the current year in Compliance with section 203 of theCompanies Act 2013 read with Rule 8 of the Companies (Appointment of ManagerialPersonnel) Rules 2014. The company had appointed qualified Company Secretary as a part ofKey Managerial Personnel and Compliance Officer w.e.f. 01.12.2018.

2. As per shareholding pattern submitted to stock exchange under Regulation 31(1) ofthe SEBI (LODR) Regulations 2015 for the quarter ended on 31.03.2019 one persons holding17000 equity shares (being 0.0034% of the total paid up Share Capital of the company)under the category promoter(s) were not in demat form.

The company was continuously pursuing the matter with Mr. Sujalbhai Kanubhai Patel aPerson in promoter category holding 17000 equity shares in physical mode (being 0.034% ofthe total paid up share capital) who is not associated with the company since long toget his shares dematerialized at the earliest to enable the company to comply with theprovisions of Sub–Regulation (2) of Regulation 31 of SEBI (LODR) Regulations2015.The said shareholder had made an application for duplicate share certificate for this17000 equity shares and assured the company to demat the said shares as soon as possibleon receipt of Duplicate Share Certificate. The company has also received the request fromMr. Sujalbhai K. Patel on 07/05/2019 for reclassification of his shares intimation ofwhich has been made to the BSE Ltd. on 08/05/2019. The company vide its Board Meeting heldon 27.05.2019 has analyzed considered and approved the Request of Reclassification of95581 Equity Shares of Rs.1/- each (being 0.19% of the total share capital of the company)of Mr. Sujal Kanubhai Patel from Promoter Category to Public Category under Regulation31A of SEBI (LODR) Regulations 2018 subject to the approval of the Shareholders inforthcoming Annual General Meeting and approval of BSE Ltd. within the specified timeperiod.

3. No Dividend has been declared by the company from the Financial Year 2007-2008 andonwards. The last dividend was declared by the company in the Annual General Meeting heldon 29th September 2007 held for the financial year 2006-2007 thereafter nofinal or interim dividend was declared. Unclaimed dividend for the years prior to andincluding the financial year 2006-07 had already been transferred to the InvestorEducation and Protection Fund (IEPF) established by the Central Government as applicableand filed prescribed e-Form INV1. There was no amount of unclaimed / unpaid dividend lyingwith the company as on coming into effect of the newly enacted the Companies Act 2013.There were no shareholders who have not claimed the dividends for the last seven years asno dividend declared from the financial year from 2008-09 (being the cut-off date) onwardswhose shares are to be transferred to IEPF after due date of 31/10/2017.

Internal Auditor :

The Board has considered the recommendation of Audit Committee regarding appointmentand necessity of Internal Auditor as mandate for every listed company in Section 138 ofthe Act and has appointed M/s. Archit B. Shah & Associates Chartered AccountantsAhmedabad as Internal Auditor for the financial year 2019 -2020. The Internal Auditor'sreports and their findings on the internal audit has been reviewed by the Audit Committeeon a quarterly basis. The scope of internal audit is also reviewed and approved by theAudit Committee.

EXTRACT OF ANNUAL RETURN :

The extracts of Annual Return pursuant to the provisions of sub-section 3(a) of Section134 and sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is annexed herewith as (AnnexureV) to this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company has not made any Loans and investments and have not given any guaranteesor provided any securities covered under section 186 of the Companies Act 2013.

LISTING :

The equity shares of the company are listed in the Bombay Stock Exchange Limited whichhas the connectivity in most of the cities across the country.

DEMATERIALISATION OF EQUITY SHARES :

As per direction of the SEBI and the Bombay Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited[NSDL] and Central Depository Services India Limited [CDSL]and the demat activation number allotted to the Company is ISIN : INE952C01028.Presently shares are held in electronic and physical mode (96.94% of shares indemat 3.06% in physical mode.)

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remaincordial during the year. The directors express their appreciation towards the workersstaffs and executive staffs for their coordination co-operation and hope for a continuedharmonious relations.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Director's Responsibilities Statement it is herebyconfirmed :

(i) that in the preparation of the Annual Financial Statement for the Financial Yearended 31st March 2019 the applicable accounting standards had been followedalong with proper explanation relating to material departures; if any;

(ii) that the Director had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the Financial Year andof the Profit or Loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance ofAdequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the accounts for the Financial Year ended 31stMarch 2019 on a going concern basis.

(v) that the internal financial controls laid down by the company are adequate and wereoperating effectively.

(vi) that the directors had devised proper systems to ensure compliances with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

RELATED PARTY TRANSACTIONS :

The company has not entered into any contract / agreement with Related Parties and haveno transactions with Related Parties during the year under review. There are no materiallysignificant related party transactions i.e. transactions of material nature withpromoters the directors or the management their subsidiaries or relatives etc. that mayhave potential conflicts with the interests of the company at large in the financial year2018-2019. During the year under review the Company revised / reviewed its policy ondealing with Materiality of Related Party Transactions.

GENERAL DISCLOSURE :

i) System Driven Disclosures in Securities Market.

The company has appointed Central Depository Services Limited (CDSL) as DesignatedDepository for the purpose of System Driven Disclosures in Securities Market pursuant toCircular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28 2018.

ii) Foreign Investment Monitoring

The company has provided information of shares held by FPI and NRIs and other foreigninvestors (Repatriable) to CDSL pursuant to SEBI Circular No. IMD/FPIC/CIR/P/2018/61 datedApril 05 2018.

iii) Issue of Equity Shares with differential rights as to dividend voting orotherwise.

During the year 2018-2019 the Company has not issued any of Equity Shares withdifferential rights as to dividend voting or otherwise.

iv) Issue of shares (including sweat equity shares) to employees of the Company underany scheme and ESOS.

During the year the Company has not issued any shares under Employee Stock OptionScheme.

v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

There are no significant and material orders passed by the Regulators or Courts orTribunals which could impact the going concern status and the Company's future operations.

vi) Disclosure of Secretarial Standards

Secretarial Standards issued by the Institute of Company Secretaries of India asapplicable to the Company were followed and complied with during 2018-19. The Company hasdevised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating effectively.

vii) Suspension of Securities of the Company

The securities of the Company have not been suspended from trading in the Bombay StockExchange.

viii) Reconciliation of Share Capital Audit

The Reconciliation of Share Capital Audit of the Company prepared in terms of SEBICircular No. D&CC/FITTC/CIR-16/ 2002 dated December 31 2002 reconciling the totalshares held in both the depositories viz NSDL and CDSL and in physical form with thetotal issued / paid-up capital of the Company were placed before the Board of Directorsevery quarter and also submitted to the Stock Exchange(s) every quarter.

ix) The Company has complied with all the mandatory requirements of the SEBI (LODR)Regulations 2015 subject to the observations in secretarial audit report.

ACKNOWLEDGMENT :

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work cooperation and dedication during the year.The Board conveys its appreciation for its customers shareholders suppliers as well asvendors bankers business associates regulatory and government authorities for theircontinued support.

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS :

The Annexure referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report of the Directors :

Annexure Particulars
I Particulars of Conversion of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
II Particulars of Employees pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Managerial Remuneration) Rules 2014.
III Management Discussion and Analysis Report
IV Secretarial Audit Report – Form MR -3
V Extract of Annual Report in Form MGT 9

 

Regd. Office :
Plot No. 3311 GIDC Phase-IV Chhatral On Behalf of the Board
Taluka Kalol Dist. Gandhinagar(N.G)-382729 Gujarat For Minaxi Textiles Ltd
Bharatbhai P. Patel Dineshkumar P. Patel
Managing Director Whole time Director
Date: 27/05/2019 DIN: 00161825 DIN: 02268757