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Minaxi Textiles Ltd.

BSE: 531456 Sector: Industrials
NSE: N.A. ISIN Code: INE952C01028
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NSE 05:30 | 01 Jan Minaxi Textiles Ltd
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OPEN 2.05
CLOSE 1.99
VOLUME 69027
52-Week high 4.46
52-Week low 1.78
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Minaxi Textiles Ltd. (MINAXITEXTILES) - Director Report

Company director report

To

The Members

Minaxi Textiles Ltd

Your directors have presenting herewith their 27th Annual Report togetherwith the Audited Statements of Accounts for the period ended on 31st March2022.

FINANCIAL HIGHLIGHTS :

(In Lakhs)

Particulars Year Ended on 31-03-2022 Year Ended on 31-03-2021
(a) Earnings before Interest Tax Depreciation and Amortization (EBITDA) 78.54 114.85
(b) Finance Cost 221.94 243.63
(c) Depreciation and amortization expenses 62.83 63.94
(d) Profit Before Tax (206.23) (192.72)
(e) Tax Expenses
Current Tax 2.99 5.52
Deferred Tax (50.16) (37.88)
(f) Profit for the year (159.06) (160.36)
(g) Other Comprehensive income:
(i) Item that will not be reclassified to profit or loss
(ii) Remeasurement of defined benefit plans. (1.35) 1.06
(iii) Income tax relating to items that will not be reclassified to profit or loss 0.00 (0.24)
(h) Total Comprehensive income for the year: (157.71) (161.18)

OPERATING AND FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

During the year under report the company has achieved a gross turnover of Rs. 3110.63Lacs has resulted in the net loss of Rs. (159.06) 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.

During the current year the company is planning to find out the ways to expand thebusiness activities and the directors of the company are hoping to attain the higherbusiness performance in terms of turnover and operating profit.

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

DIVIDEND :

As the Company has incurred losses during the year under review your directors do notrecommend any dividend for the financial year ended on 31st March 2022.

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 are no material changes and commitments affecting the Financial Position of theCompany occurred after the end of financial year.

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 incurred loss of Rs.159.06 Lacs and Comprehensive income of Rs. (1.35)Lac which has been transferred to Profit and Loss Account for the financial year ended on31st March 2022 the company has not carried any amount to general reserveaccount.

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.

COMPLIED WITH REGULATION 39(4) READ WITH SCHEDULE VI OF THE SEBI (LODR) REGULATIONS2015 PERTAINING TO UNCLAIMED SHARES

The Company has received the mail of Bombay stock Exchange (BSE) on 21.12.2020 asdirected by Securities and Exchange Board of India (SEBI) to comply with the Regulation39(4) read with Schedule VI of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 ("Listing Regulations") pertaining to dealing with 1586600unclaimed shares of 304 who have not Claimed their shares on sub-division of shares of thecompany vide Extra Ordinary General Meeting held on 26.02.2007.

In compliance sub- regulation (4) of Regulation 39 of Listing Regulations regardingunclaimed shares lying with the RTA had already sent three reminders on 26.02.2021through speed post on 23.03.2021 and on 20.04.2021 through Ordinary Post to all theshareholders whose name appears in the list on the last available address with the company/ RTA / Depositories database respectively and 19 Shareholders holding 101000 Shares hadclaimed their shares the Company has opened a demat account with Shah Investors HomeLimited Ahmedabad in the name of "MINAXI TEXTILES LIMITED UNCLAIMED SUSPENSEACCOUNT" on 10th June 2021. The Company has authorized M/s. Link IntimeIndia Private Limited Registrar and Share Transfer Agent of the company to follow theprocedural requirements as provided in Schedule VI r/w Listing Regulations.

Further the Company has Dematerialized remaining 1485600 Unclaimed Shares in Demataccount namely "MINAXI TEXTILES LIMITED UNCLAIMED SUSPENSE ACCOUNT" on02.11.2021. Out of which 171000 Shares were claimed by shareholders which is transferredthem through corporate action by RTA and executed by NSDL on 01.04.2022 as per NSDLConfirmation letter 08.04.2022. Now the company has 1314600 remaining Unclaimed Shares inDemat account namely "MINAXI TEXTILES LIMITED UNCLAIMED SUSPENSE ACCOUNT".

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 year2021-2022 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 paid the principal and interest to the Bank. Thecompany has not committed any default in repayment of any of its debts or interest payablethereon during the financial 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 employees of the company was in receipt ofremuneration in excess of Rupees One Crore and Two Lac Rupees if employed through out theyear or in receipt of remuneration exceeding Rupees Eight Lac Fifty Thousand p.m. ifemployed for part of the financial year and hence the disclosure under section 197(12)read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable.

CORPORATE GOVERNANCE:

(Certain SEBI Listing Regulations are not applicable to the company)

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 C D andE of 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 to some extent 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. Further in continuity of Non-Applicability the company had submittedthe Certificate for Non- Applicability of Corporate Governance Report to the BSE on21.04.2022 for the year 2022-2023.

BOARD OF DIRECTORS :

The Company has a very balanced composition of Board of Directors. As on date theCompany has Eight (8) directors with an Executive Chairman on its Board. Out of these 3(Three) (30%) Whole time / executive / Promoter directors and 1 (One) (10%) non-executiveand 4 (Four) (40%) 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.

Shri. Kiritkumar S. Patel had been re-appointed as Whole Time Director for a period offive years w.e.f. 01st October 2018 vide resolutions passed at 23rdAnnual General Meeting held on Friday 28th day of September 2018. His tenureexpired on 30th September 2023. The payment of remuneration to the Whole TimeDirector was subject to the conditions prescribed under second proviso of Section II(A) ofPART II of Schedule V and sub-section 3 of Section 197 of the Companies Act 2013 ('theAct') and such remuneration was payable for a period of three years w.e.f.01/10/2018 to30/09/2021 and the payment of remuneration thereafter during his tenure is subject to theapproval of the shareholders. The Shareholders in 26th Annual General Meetingheld on 27.09.2021 has accorded their approval for the remuneration amounting toRs.80000/- per month to Shri Kiritkumar S. Patel (DIN : 00372855) Whole Time Directorwith authority to Board of Directors to increase remuneration maximum upto Rs.200000/-per month from time to time during the remaining tenure of 2 (two) years of hisappointment pursuant to Section 197 read with second proviso of Section II(A) of PART IIof SCHEDULE V of the Act. The Board of Directors at its meeting held on 27.05.2019 hasresolved to waive the remuneration of Whole Time Directors until resolved otherwise bythe Board.

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. Shri Bhavikkumar R. Patel hastendered his resignation on 21.03.2022 due to his personal reasons in mutual consultationwith the management of the Company. The Board of Directors in its meeting held on30.03.2022 has accepted Resignation of Shri. Bhavikkumar R. Patel as an IndependentDirector.

In accordance with provisions of Section 152(6)(a) of the Companies Act 2013 ShriDineshkumar P. Patel and Shri. Kiritkumar S. 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 as theevaluation of the working of its Audit Nomination and Remuneration and StakeholderRelationship 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 at http://minaxitextiles.com/?page_id=2736

We affirm that the remuneration paid to the directors is as per the terms laid out inthe Nomination and Remuneration Policy of the Company. The Board of Directors at itsmeeting held on 27.05.2019 has resolved to waive the remuneration of Whole Time Directorand Managing Director and its meeting held on 12.11.2019 has resolved to waive theremuneration of Shri Dineshkumar P. Patel as Managing Director until resolved otherwise.

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 2021-22 the Board met Five (5) times i.e. on 25th June2021* 07th August 2021 29th October 2021 11th February2022 and 30th March 2022. The Company has held Board Meeting at least onemeeting every quarter and the maximum time gap between any two meetings was not more than120 days.

*Note : The mandatory requirement of holding meetings of the Board of the Companieswithin the intervals provided in Section 173 of the Companies Act 2013 i.e. 120 daysstands extended to 180 days for the April-June 2021 quarters vide MCA General CircularNo.08/2021 dtd.03.05.2021.

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 11th February 2022without 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 non-executive 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 and also declarethat they had complied Section 150 read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014. The Independent Directors have confirmed thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.

Independent Director databank registration

Pursuant to Section 150 of the Companies Act 2013 read with Rule 6 of Companies(Appointment and Qualification of Directors) Rules 2014 all Independent Directors havecompleted the registration with the Independent Directors Databank. The name of Mr.Snehalkumar Patel and Mr. Chirag Shah has been included in the Data Bank on 12.09.2020 andthey are yet to pass the online proficiency self assessment test conducted by the IndianInstitute of Corporate Affairs.

Internal Control System and Internal Financial Control systems and their adequacy:

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

The Directors are responsible for laying down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. The details in respect of internal financial control and theiradequacy are included in the Management Discussion and Analysis which is part of thisreport.

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

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. The Committee has further reconstituted on 14th September 2020 due toresignation of member of Committee Shri Ghanshyambhai Chinubhai Patel. The Committeecomprising three Directors viz. Shri. Jasvant K. Patel Chairman Shri. Vasudevbhai L.Patel Shri. Dineshkumar 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 2021-2022. The dates on which theAudit Committee meetings were held are 25/06/2021* 07/08/2021 29/10/2021 and11/02/2022. The maximum time gap between any two meetings was not more than one hundredand twenty days. Members of the Audit Committee have requisite financial and managementexpertise. Shri. Jasvant K. Patel being a Chairman of the Audit Committee attended thelast Annual General Meeting held on 27th September 2021.

*Note : The mandatory requirement of holding meetings of the Board of the Companieswithin the intervals provided in Section 173 of the Companies Act 2013 i.e.120 daysstands extended to 180 days for the April-June 2021 quarters vide MCA General CircularNo.08/2021 dtd.03.05.2021.

Attendance of each Member of Audit Committee meetings held during the year ended on 31stMarch 2022:

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 Dineshbhai P. Patel Managing Director Member 4

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 less than ^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 and on 13th August 2018. It was further reconstituted on 12thFebruary 2020 and on 30th March 2022 consisting of Shri Vasudevbhai L. PatelChairman of the Committee/ Independent Director Shri. Snehalkumar Patel Shri JasvantPatel Independent Directors and Shri Kiritkumar S. Patel Chairperson and Whole TimeDirector of the company as members of the committee.

The Committee met 1 (One) times during the year 2021-2022. The date on which theNomination and Remuneration Committee meetings was held on 11/02/2022.

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 2022:

Name of Directors Category Status / Designation No. of Meeting attended
Shri. Bhavikkumar Patel* Non-executive/ Independent Member 1
Shri. Snehalkumar R. Patel** Non-executive/ Independent Member 0
Shri. Jasvant K. Patel Non-executive/ Independent Member 1
Shri Kiritkumar S. Patel Chairman and Whole Time Director Member 1
Shri. Vasudevbhai L. Patel Non-executive/ Independent Chairman 1

*Resigned to act as Director w.e.f. 30.03.2022.

** Appointed as Member of Committee on its reconstitution on 30.03.2022.

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 178 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 13/08/201814/09/2020 and 30/03/2022 due to resignation of Shri. Bhavikkumar R. Patel as a Director.The Committee appointed Shri Snehalkumar R. Patel in place of Shri Bhavikkumar Patel as aChairman. The Stakeholders Relationship committee consists of Shri. Snehalkumar R. PatelChairman of the Committee/ Independent Director Shri Dineshkumar P Patel and Shri.Kiritkumar S. Patel Chairman of the Company being the 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 is 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 2022 was NIL. None of the request for transfers dematerialization and re-materialization was pending for approval as on 31st March 2022.

During the year the Stakeholders Relationship Committee were held on 25/06/202107/08/2021 17/09/2021 29/10/2021 and 11/02/2022.

Attendance of each Member of Stakeholder Relationship Committee meetings held duringthe year ended on 31st March 2022 :

Name of Directors Category Status / Designation No. of Meeting attended
Shri. Bhavikkumar R. Patel* Non-executive / Independent Member 5
Shri. Snehalkumar R. Patel** Non-executive / Independent Chairman 0
Shri Dineshkumar P. Patel Managing Director Member 5
Shri Kiritkumar S. Patel Chairman and Whole Time Director Member 5

*Resigned to act as Director w.e.f. 30.03.2022.

** Appointed as Chairman of Committee on its reconstitution on 30.03.2022.

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 Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. There were no incidencesof sexual harassment reported during the year under review in terms of the provisions ofthe Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act2013.

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 with effect from 01.04.2019. The Board of Directorsof Company shall inquire in case of leak of Unpublished Price Sensitive Information (UPSI)or suspected leak of Unpublished Price Sensitive Information (UPSI). The company willinform simultaneously to SEBI of such leaks inquiries and results of such inquiries. Thedetails of the Policy is also posted on the website of the Companyhttp://minaxitextiles.com/?page_id=2736

CODE OF CONDUCT:

The Company has formulated and implemented Code of Conduct for all Board members andSenior Management of the Company and the same is posted on the website of the Company. Thecompany has received the declaration of all the Directors/ Senior Management affirming thecompliance with the Code of Conduct of the Company.

CEO / MD AND CFO CERTIFICATION :

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 to the extent possible and the provisions of the Companies Act 2013 during the yearunder review. The company has availed the exemption from compliance of this provisions andhence it is not required to obtain the annual Certificate from Managing Director and ChiefFinancial Officer of the company regarding certification on financial reporting andinternal controls to the Board in terms of Regulation 17(8).

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 broachers 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

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 alsoreviewed. Risks would include significant weakening in demand from core-end markets endmarket cyclicality inflation certainties energy cost and shortage of raw materialsmaintenance and protection of leading technologies and adverse regulatory developments.During the year under review no major risks were noticed. The Company has laid downprocedures to inform Board members about the risk assessment and minimization procedures.Audit Committee and Board Members are reviewing and updating the said procedures and plansperiodically.

AUDITORS :

Statutory Auditor :

At the 24th AGM held on 27th September 2019 the members approvedappointment of M/s. Manghani and Co. Chartered Accountants Ahmadabad (FRN - 022372C) asstatutory auditor of the company to hold office for a period of five years from theconclusion of 24th AGM till the conclusion of 29th AGM. He hasconfirmed that he is not disqualified from continuing as statutory Auditors of thecompany. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the AGM.

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 2022-2023.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 2023.

Secretarial Audit Report :

The Secretarial Audit Report for the financial year ended on 31st March2022in Form MR-3 is annexed herein and forming part of the Board Report (Annexure - III). Theobservations and comments if any appearing in The Secretarial Audit Report areself-explanatory and do not call for any further explanation / clarification. TheSecretarial Auditors Report does not contain any qualification reservation or adverseremark.

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 - IV)

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 2022 -2023. 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.

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theAnnual Return for FY 2021-22 is uploaded on the company's website .i.e. linkhttp://minaxitextiles.com/wp-content/uploads/Annual-Return-2021-2022.pdf

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 CentralDepository Services India Limited [CDSL] and the demat activation number allotted to theCompany is ISIN : INE952C01028. Presently shares are held in electronic and physical mode(76.44% of shares in demat 0.53% in physical mode 12384000 Shares are forfeited inearlier year.)

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 2022 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 2022 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 or their relatives etc. that may have potentialconflicts with the interests of the company at large in the financial year 2021-2022. Asper SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018dated 09th May 2018 effective from 1 April 2019 the listed entity shallformulate a policy on materiality of related party transactions and on dealing withrelated party transactions and such policy shall be reviewed by the board of directors atleast once every three years. The Company has made the policy in 2019 in Board meeting dtd30.03.2019 and reviewed the policy in Board Meeting dtd 11.02.2022.

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 2021-2022 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 2021-22. 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 ofRegulation 76 of SEBI (Depositories and Participants) Regulations 2018 reconciling thetotal shares 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.

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 Secretarial Audit Report - Form MR -3
IV Management Discussion and Analysis Report
Regd. Office :
Plot No. 3311 GIDC Phase-IV Chhatral On Behalf of the Board
Taluka Kalol Dist. Gandhinagar(N.G)-382729 For Minaxi Textiles Limited
Gujarat
Dineshkumar P. Patel Kiritkumar S. Patel
Managing Director Whole Time Director
Date: 26/05/202 DIN : 02268757 DIN : 00372855

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