aarnav fashions share price Directors report

To

The Members,

AARNAV FASHIONS LIMITED

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company), along with the audited financial statements, for the financial year ended March 31, 2023.

  1. FINANCIAL RESULTS:

    2. (Amount in Lakh)

    PARTICULARS 2022-2023 2021-2022
    Revenue from Operations 39691.27 42056.83
    Other Income 31.83 9.47
    Total Income 39723.10 42066.30
    Profit/(Loss) before Finance Cost, Depreciation & Tax 2001.16 3197.14
    Less: Depreciation /Amortization/Impairment 762.95 742.36
    Less: Finance Costs 1143.81 1192.53
    Profit/(Loss) Exceptional items and Tax Expense 94.40 1262.25
    Profit/(Loss) before Tax 94.40 1262.25
    Provision for Taxation - Current Tax 25.00 315.00
    Deferred Tax 0.77 0.77
    Excess provision for Tax expense for earlier years 30.49 14.89
    Profit for the year 38.14 931.58
    Total Comprehensive Income/Loss 37.98 946.72
  2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

    3. The Board of Directors of the Company has, at its meeting held on January 23, 2021, approved a draft scheme of arrangement providing for amalgamation of Gopi Synthetics Private Limited ("Transferor Company No. 1"), Aarnav Synthetics Private Limited ("Transferor Company No. 2"), Aarnav Textile Mills Private Limited ("Transferor Company No . 3"), Symbolic Finance and Investment Private Limited ("Transferor Company No. 4") and Ankush Motor and General Finance Company Private Limited ("Transferor Company No. 5") (collectively referred as "Transferor Companies") with the Company, i.e., Aarnav Fashions Limited (" AFL" "Transferee Company") (hereinafter referred to as "Scheme") in accordance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and other applicable statutory provisions. The Honble NCLT, Ahmedabad Bench has approved the aforesaid Scheme vide its order dated 10 August, 2022 pronouncing 01 October, 2020 as the "Appointed Date". The certified true copy of the said order was received on 05 September, 2022 and the order was filed with the Registrar of Companies on 17.09.2022.

    Accordingly, the Company has restated financial results for year ended 31 March, 2022 has accounted for the amalgamation scheme using the acquisition method retrospectively for all the periods presented as prescribed in Ind AS 103- "Business Combination".

    During the year under review, Company has earned total income of Rs. 39723.10 Lakh as against the total income of Rs. 42066.30 Lakh of previous year. The total income of the company was down by 5.57% over previous year. Further, Profit before Tax in the financial year 2022-2023 stood at Rs. 94.00 Lakh as compared to Rs 1262.25 Lakh of last year and Net Profit after Tax stood at Rs. 38.14 Lakh compared to profit of Rs. 931.58 Lakhs for previous year.

  3. CHANGE IN NATURE OF BUSINESS:

    4. There is no change in business during the year under review.

  4. TRANSFER TO RESERVES:

    5. The Board of Directors has decided to retain the entire amount of profits for 2022-23 in the Retained Earnings.

  5. DIVIDEND:

    6. Looking to the marginal profit earned by the Company your Directors do not recommend any dividend for the financial year ended on 31st March, 2023.

  6. BOARD MEETING

    7. During the year under review, Board of Directors of the Company met 8 (Eight) times. The dates of the meetings of the Board and attendance of Directors are mentioned in the Corporate Governance Report as enclosed with this report.

    The Board of Directors duly met eight (8) times during the financial year from 1st April 2022 to 31st March 2023. The dates on which the meetings were held are May 05, 2022, May 28, 2022, July 28, 2022, August 26, 2022, November 11, 2022,

    November 14, 2022, November 19, 2022, February 11, 2023. All the meetings were conducted through Physical mode.

  7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

    8. Ms. Nidhi Sanjaykumar Aggrawal, Director (DIN: 08364168), Director of the Company will retire by rotation at the ensuing 40th Annual General Meeting and being eligible offers herself for reappointment.

    None of the directors of the company is disqualified under the provisions of the company Act, 2013 or under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

    There was no change in the Directors or KMP during the year under review.

  8. DECLARATION FROM INDEPENDENT DIRECTORS

    9. The Company has received statements from all the Independent Directors confirming their alignment with the independence criteria as stipulated under sub-section (6) of Section 149 of the Companies Act, 2013, as well as under Regulation 16(1)(b) in conjunction with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    In adherence to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Non-Executive Independent Directors of the Company have duly registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar. Furthermore, they have successfully included their names in the database for Independent Directors within the statutory timeline.

    The Independent Directors have also affirmed their compliance with Schedule IV of the Companies Act and the Companys established Code of Conduct.

    Pursuant to Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have validated that they possess no knowledge of any circumstances or situations, either current or potential, that could hinder or influence their capacity to fulfil their responsibilities with impartial and objective judgment, free from external influences.

    Throughout the year, the Independent Directors of the Company maintained a lack of pecuniary relationships or transactions with the Company, apart from receiving sitting fees, commissions, and reimbursements for expenses related to their participation in meetings of the Board of Directors and its Committees.

  9. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

    10. The Companys Board Members have been given opportunities to acquaint themselves with the Company, its management, and operations. Directors receive necessary documents to enhance their understanding of the Company, its operations, and the industry.

    Independent Directors are informed of their roles and responsibilities upon appointment through a formal letter, including engagement terms. Executive Directors and Senior Management provide insights into operations, Company values, and structure for new Non-Executive Directors. This encompasses committee constitution, board procedures, risk management strategies, etc.

    Senior management periodically presents on Company operations, plans, strategy, risks, and new initiatives, seeking the Boards input. Directors are briefed on evolving responsibilities and duties. The Board receives summaries of critical regulatory changes.

    Weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-26.pdf.

  10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

    11. Board Members are selected and appointed based on a comprehensive set of criteria, including ethical standards, personal and professional standing, domain expertise, gender diversity, and specific qualifications pertinent to the role. The evaluation process also incorporates the independence criteria defined in Section 149(6) of the Companies Act, 2013, and Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    Following the guidance of the Nomination and Remuneration Committee and in compliance with Section 178(3) of the Companies Act, 2013, and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formulated a remuneration policy for Directors, Key Management Personnel (KMPs), and Senior Management.

    We affirm that the compensation provided to Directors aligns with the stipulations outlined in the Companys Nomination and Remuneration Policy. Weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to- download-25.pdf.

  11. VIGIL MECHANISM:

    12. The Company has instituted a vigil mechanism, also known as the Whistleblower Policy. This policy empowers employees to bring forth instances of unethical behavior, suspected or actual fraud, or breaches of the Companys Code of Conduct to the attention of management. The adopted mechanism actively encourages individuals to report genuine concerns or grievances. It also ensures protection against any form of retaliation for those utilizing the mechanism. In extraordinary situations, direct access to the Chairman of the Audit Committee is facilitated.

    The functionality of this vigil mechanism undergoes periodic reviews by the Audit Committee. Its noteworthy that none of the individuals who have acted as whistleblowers have encountered obstacles in accessing the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-17.pdf.

  12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c ) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that

  1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
  2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
  3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
  4. the Directors had prepared the annual accounts on a ‘going concern basis;
  5. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
  6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
  1. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

    2. In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

    Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a companys financial reporting, and ultimately, streamlining the process to adopt best practices. Your Company through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Companys internal control framework. Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are also ensured.

  2. ANNUAL RETURN

    3. Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.aarnavgroup.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report. The weblink of Annual Return is https://aarnavgroup.com/wp-content/uploads/2021/09/Click-here-to- download.pdf

  3. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

    4. Since the company does not have any Subsidiary / Joint Ventures / Associate Concerns, no financial position of such concern(s) are required to be included in the financial statement.

  4. AUDITORS:
  1. Statutory Auditors

    2. As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad (ICAI Registration No. 106801W) were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the 36thAGM to the conclusion of the 41stAGM to be held in 2024.

    Statutory Auditors Report

    The Board has duly reviewed the Statutory Auditors Report on the Accounts for the financial year ended on March 31, 2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

  2. SECRETARIAL AUDIT:

    3. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S Ravi Kapoor & Associates, a firm of Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the financial year 2022-2023.

    Secretarial Audit Report

    The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the Company does not have any reservation, qualification or adverse remarks. The secretarial Audit Report is attached in Annexure- A of this Annual Report.

    Annual Secretarial Compliance Report

    The Company has filed the Annual Secretarial Compliance Report for the year 2022-23 with the BSE Ltd. The report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

  3. INTERNAL AUDITOR

    4. Pursuant to provision of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and section 179 read with Rule 8(4) of the Companies (Meeting of Board and its Power) rules, 2014 the Company has appointed M/s Mayur B Parikh (Firm Regn. No. 137505W) Chartered Accountants as Internal auditor of the Company for the Financial Year 2022-2023.

  4. COST AUDITORS

Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditors of the Company for financial year ended on 31st March 2023.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 40th Annual General Meeting of your Company

  1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

    2. Pursuant to Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

    1. Conservation of Energy:
      1. the steps taken or impact on conservation of Energy

        2. – The company has installed inverters / AC drives to save the power.

        - Other necessary energy conservation measures are taken on day to day basis.

        - The Company has installed various resources saving machineries i.e. Caustic Recovery Plant (CRP) for reuse of Caustic.

      2. the steps taken by the unit for utilizing alternate sources of energy

        3. - The company has installed hot water collector which enables the reuse of hot water.

        - The company has installed power generator system from the Steam based boiler for the power generation for self consumption

      3. the capital investment on energy conservation equipment during the year :- NIL
    2. Technology Absorption:
  1. The efforts made towards technology absorption

    2. - Efforts were made to adopt new technology by installing new improved/developed machines.

    - Implemented and successfully executed ERP system

  2. the benefits derived as a result of above efforts

    3. - Quality of fabric processed improved by adoption of new technology

    - Cost Efficient use

    - Increased Productivity and Efficiency

    - Data Analysis and Reporting

    - Risk analysis and prepare performance reports

  3. In case of Imported technology (imported during the last three years reckoned from the beginning of the financial year):

    4. The company has imported various imported Machineries for Printing Process, Laser Engraving

    Work, Finishing Processes, etc during the last three years for betterment of Finished quality in terms of Design Sharpness and Brightness and also for smoother and faster cloth processing of Raw Cloth.

  4. The expenditure incurred on Research and Development during the year: NIL
    1. The particulars of foreign exchange earnings and outgoes:

Foreign Exchange Earnings: FY 22-23 FY 21-22

FOB Value of Exports (Rs. in Lakh) 76.99 756.61

Foreign Exchange Outgoes:

C.I.F. Value of Imports (Rs. in lakh)

Raw Materials –Cloth 0.00 0.00

Raw Materials- Colour Chemicals 0.00 50.64

Stores & Spares 92.66 50.18

Capital Goods (Pl. & Mach.) 0.00 0.00

Expenditure in Foreign Currency (Rs. in Lakh)

Foreign Travelling 25.06 14.77

Machinery Repairs 45.50 35.32

  1. PUBLIC DEPOSIT

    2. The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable

  2. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

    3. The particulars of loans, Guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the financial year under review have been provided in the Notes to Financial Statement which forms part of this Annual Report

  3. SCHEME OF AMALGAMATION:

    4. Arrangement providing for amalgamation of Gopi Synthetics Private Limited ("Transferor Company No. 1"), Aarnav Synthetics Private Limited ("Transferor Company No. 2"), Aarnav Textile Mills Private Limited ("Transferor Company No. 3"), Symbolic Finance and Investment Private Limited ("Transferor Company No. 4") and Ankush Motor and General Finance Company Private Limited ("Transferor Company No. 5") (collectively referred as "Transferor Companies") with the Company, i.e., Aarnav Fashions Limited ("AFL" / "Transferee Company") (hereinafter referred to as "Scheme") in accordance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 as amended and rules framed thereunder and in compliance with the provisions of the Income Tax Act, 1961 with effect from the Appointed Date i.e. October 1, 2020.

    The company has received an observation letter from BSE regarding draft Scheme of Arrangement on July 14, 2021.

    A joint application seeking directions under section 230-232 for the Scheme of amalgamation was filed with Honble National Company Law Tribunal was file on August 25, 2021 and scheme was admitted on September 27, 2021.

    The aforesaid Scheme of Amalgamation was approved by the Honble National Company Law the Scheme came into effect from August 10, 2022. The entire business and whole of the undertaking of all the transferor Companies stands transferred and vested in the Company effective from October 01, 2020, being the appointed date of the said Scheme.

  4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

    5. Except as disclosed elsewhere in this report, no other material changes and commitments which could affect the Companys financial position have occurred between the end of financial year of the Company and date of this report.

  5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

    6. No significant and material order was passed by any competent authority impacting Company Operation in future.

  6. SHARE CAPITAL:

    7. A joint application seeking directions under section 230-232 for the Scheme of amalgamation was filed with Honble National Company Law Tribunal on August 25, 2021 and scheme was admitted on September 27, 2021. The aforesaid Scheme of Amalgamation was approved by the Honble National Company Law Tribunal and the Scheme came into effect from August 10, 2022. The entire business and whole of the undertaking of all the transferor Companies stands transferred and vested in the Company effective from October 01, 2020, being the appointed date of the said Scheme.

    The Authorised Share Capital of all the Transferor Companies aggregating to Rs.54,37,50,000/- (Rupees Fifty-Four Crores Thirty-Seven Lakhs and Fifty Thousand Only) was merged into the Authorised Share Capital of the Transferee Company

    The authorized share capital of the Company is Rs.69,47,50,000/- (Rupees Sixty-Nine Crores Forty-Seven Lakhs and Fifty Thousand only) divided into 6,94,75,000 Equity Shares of Rs. 10/- (Rupees Ten only) each."
  7. RISK MANAGEMENT:

    8. The Management has evaluated various risks like market risk, credit risk liquidity risk etc. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

  8. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

    9. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of Companies Act, 2013 are not applicable.

  9. RELATED PARTY TRANSACTIONS:

    10. It appears that youve provided a statement regarding a companys adherence to ethical standards, transparency, and compliance with various regulations related to related party transactions. In this statement, the company emphasizes that all contracts, arrangements, and transactions with related parties were conducted in the ordinary course of business and on an arms length basis. They state that there were no material contracts with related parties as defined by the relevant legal provisions.

    The company mentions that related party transactions are reviewed and approved by the Audit Committee as required by the law and listing regulations. They also state that they have submitted half-yearly disclosures of related party transactions to the Stock Exchanges in accordance with the listing regulations.

    The company has provided a statement of particulars of contracts and arrangements with related parties as per the prescribed format (Form-AOC-2) in the Board Report.

    The statement clarifies that there were no significant related party transactions with the companys promoters, directors, management, their relatives, subsidiaries, or associate companies that could potentially conflict with the interests of the company and require shareholders approval under the Listing Regulations.

    The form AOC-2 pursuant to section 134 (3)(h) of the Companies Act, 2013 read with the Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed to this Report as "Annexure – B"

  10. FORMAL ANNUAL EVALUATION:

    11. The Company has established a comprehensive policy for evaluating the performance of the Board, Committees, and individual Directors, encompassing both Independent and Non-Executive Directors, as well as Executive Directors.

    In accordance with this policy, the Board has conducted an annual appraisal of its own performance and that of individual Directors, including Independent Directors. Furthermore, Committees of the Board have conducted self-assessments, with the results presented to the Chairman of the Nomination and Remuneration Committee for review.

    For the evaluation of Independent Directors, the entire Board, except the Director being evaluated, participated. The performance assessment of the Chairman and Non-Independent Directors was executed by the Independent Directors, who also evaluated the overall performance of the Board.

    The evaluation of the Boards functionality encompassed various dimensions, including the degree to which key responsibilities were fulfilled, Board structure, composition, assignment of duties to Committees, effectiveness of Board processes, and information flow.

    Directors were evaluated on factors such as their presence and contribution during Board and Committee Meetings, as well as their guidance and support to management outside these meetings. Additionally, the Chairman underwent assessment of critical aspects of their role, including setting the Boards strategic agenda and promoting active engagement among all Board Members.

    Evaluation of the Board Committees encompassed the extent of fulfillment of core responsibilities, adequacy of Committee composition, and efficacy of meetings. Independent Directors were appraised based on parameters such as qualifications, experience, knowledge, competence, role fulfillment, teamwork, initiative, commitment, independence, capacity to express impartial viewpoints, attendance, adherence to the Companys Code of Conduct and applicable Code for Independent Directors, comprehension of the Companys operational environment, contribution to strategic decision- making, raising valid concerns to the Board, interpersonal relations with peers and management, impartial assessment of Board performance, unbiased opinions, safeguarding confidential information, and upholding integrity.

    The details of the Policy on evaluation of Boards performance are available on the Companys website and can be accessed through the link:

    The terms and conditions of appointment of Independent Directors are also available on the Companys website and can be accessed through the link: https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-25.pdf. In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity

  11. PARTICULARS OF EMPLOYEES

    12. Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure- C to this Report

  12. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

    13. The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employees of the Company are covered under this policy.

    The details of complaints received and disposed of during the financial year 2022-2023 is as follows

    S.

    No

    		 Particulars Remarks
    A Number of complaints of sexual harassment received in the year NIL
    B Number of complaints disposed of during the year NIL
    C Number of cases pending for more than ninety days NIL
    D Number of workshops or awareness programme against sexual harassment carried out NIL
    E Nature of action taken by the employer or District Officer NIL
  13. LISTING WITH STOCK EXCHANGE:

    14. The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to BSE where the Companys Shares are listed.

  14. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

    15. In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to Promoters, all Directors, Designated persons and connected Persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid Codes are posted on the Companys website and can be accessed by using web link at and is available on our website.

  15. DETAILS OF COMPOSITION OF AUDIT COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE:

    16. Details of Composition of various Committees including Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and attendance of members are mentioned in Corporate Governance Report and the same is attached with this report.

  16. CORPORATE GOVERNANCE:

    17. Your Company has taken adequate steps to ensure compliance with the provisions of corporate governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-D

  17. MANAGEMENT DISCUSSION ANALYSIS

    18. In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, the Managements discussion and analysis is set out in this Annual Report as Annexure E.

  18. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

    19. No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

  19. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

    20. It is not applicable to the Company, during the financial year.

  20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

    21. During the year under review, no frauds were reported by the auditor to the board.

  21. SECRETARIAL STANDARDS

    22. Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

  22. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

    23. The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

  23. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

    24. During the year under review, no corporate actions were done by the Company, which have failed to be implemented.

  24. CREDIT RATING

    25. The Company has been awarded BBB- (Stable) credit rating for its long-term fund based/CC/TL and A3 for short term fund based/CC/TL by CRISIL.

  25. APPRECIATION:

Your Board of Directors would like to formally acknowledge and express their gratitude for the valuable contributions made by employees across all tiers within the organization. These contributions have been instrumental in fostering the ongoing expansion and prosperity of the company.

Additionally, the Board of Directors extends its sincere appreciation to the business associates, banks, other financial institutions, and shareholders of the company. Their unwavering support has been pivotal in driving the companys growth trajectory.

PLACE: AHMEDABAD AND ON BEHALF OF THE BOARD OF DIRECTORS OF DATE: 05.09.2023 AARNAV FASHIONS LIMITED

MR. CHAMPALAL GOPIRAM AGARWAL

CHAIRMAN & DIRECTOR

DIN: 01716421

   

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  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.

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Risk Disclosure on Derivatives

  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.

Copyright © IIFL Securities Ltd. All rights Reserved.

Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248

We are ISO 27001:2013 Certified.

This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.