To the Members
Your Directors take pleasure in presenting the Fortieth Annual Report
of your Company together with Audited Financial Statements for the year ended on March 31,
2023.
1. FINANCIAL RESULTS
Your Companys performance during the financial year under review
is summarized below:
(Rs in Lacs)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Total Income -Continuing Operations |
21,062 |
20,999 |
| Profit / (Loss) before Finance Costs, Depreciation and
Amortization Expenses, Exceptional Items & Tax Expenses |
(126) |
(453) |
| Less: Finance Costs |
225 |
229 |
| Profit/(Loss) before Depreciation and Amortization Expenses,
Exceptional Items & Tax Expenses |
(351) |
(682) |
| Less: Depreciation and Amortization |
413 |
311 |
| Profit / (Loss) before Exceptional Items & Tax Expenses |
(764) |
(994) |
| Add/ (Less) Exceptional Items - Income / (Expenses) |
(5) |
3,579 |
| Profit/(loss) before Tax Expenses |
(769) |
2,585 |
| Less: Tax Expenses |
0 |
0 |
| Profit/(loss) after Tax - Continuing Operations |
(769) |
2,585 |
| Profit/(Loss) from Discontinued operations |
|
|
| Profit/(Loss) from Discontinued operations |
104 |
(477) |
| Exceptional Items from Discontinued operations |
- |
(316) |
| Profit/(Loss) from Discontinued operations |
104 |
(793) |
| Profit/(Loss) after Tax |
(665) |
1,792 |
| Other Comprehensive Income |
(31) |
(90) |
| Total Comprehensive Income |
(696) |
1,702 |
2. DIVIDEND
Your Directors do not recommend any dividend on the equity shares as
well as preference shares for the financial year ended March 31, 2023.
3. RESERVES
During the financial year under review, no amount has been transferred
to any reserve.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the Financial Year 2022-23, the company has reported a loss of
665 lacs compared to a profit of 1,792 lacs during the preceding year. Profitability for
the previous year includes exceptional items of 3,579 lacs towards profit on sale of
land and a loss of 316 lacs related to discontinued operations. Excluding such
exceptional items, the performance for the year has improved by 811 lacs during the
year.
During the year, the Company has been able to improve its operational
performance in spite of abrupt disruption of business activities consequent to legal
matter. The company took many initiatives in order to continue the business operations by
making outsourcing arrangement for a part of activities wherever required and has been
able to maintain the level of revenues during the year and has been able to bring down the
operational loss compared to previous year. The textile operations have also been able to
increase export revenues. During the year, the company has also installed the Zero Liquid
Discharge facility for effluent treatment and received requisite statutory permission and
has started trial operations of its newly-installed Effluent Treat Plant (ETP) and Zero
Liquid Discharge (ZLD) plant for effluent treatment during the fag-end of the year. At the
same time, improved performance of the Investment division has enabled the company to post
improved PBT (before exceptional items). The Real Estate activities of the company is also
likely to pick up pace and add to the revenues and profitability of the Company.
Denim Division : Production and sales volumes of the division have
seen marginal de-growth due to plant disruption. However, there has been a shift in terms
of customer-base wherein the business with the brand segment has registered decent growth
along with improved margins. On the other hand, the input costs of the materials, dyes,
chemicals and fuel as well as the fixed costs of the division have largely remained under
check. As a result, the overall performance of the division has improved significantly and
its operational loss has reduced by 40% during the year.
Dyecot Division : All the production activities of this division
are of wet-processing nature, the business disruption has impacted this division the most.
During the year under review, the volumes across various market segments have gone down
significantly. As the resources were constrained, the division decided to be very
selective in terms of its customer base and focussed more on high-value added segment.
These efforts helped the division to have much better margins on its product range.
However, the overall reduction in the volumes resulted into the operational loss for the
division moving up during the year.
Garment Division : The production and sales volumes of the division
have seen improvement during the year. However, business scenario for the apparel market
at the macro level has remained subdued during the year owing to general inflationary
pressures and thereby weakened consumer demand. The prices and margins of the products
have therefore been able to post only marginal improvement. At the same time, the division
continues to remain profitable year after year.
Attires Division : This division mainly represents ready-to-stitch
fabrics under the brand name "ICON". Though the volumes during the year have
seen a decent growth of more than 25% year-on-year, the margins have shrunk due to
multiple reasons including highly volatile raw material price scenario and additional
costs related to outsourcing requirements. The profitability of the division has therefore
reduced during the year.
Textile Activity (as a whole) : In overall terms, the textiles
business has been able to maintain the levels of revenues and margins in spite of a very
challenging year for the company from many perspectives. Expenses have remained under
control and the loss before exceptional items has marginally reduced during the year.
Real Estate Division : The division has commenced its activities
during the year and is well poised to take advantage of the fast-growing Real Estate
market of Ahmedabad. Currently the Company has two projects: "Swan Lake", which
is a weekend homes project and a yet to be launched project of high-end, high-rise
luxurious residential units. The Company has received overwhelming market response to the
Swan Lake project. The project is likely to generate revenues from the next year, i.e.
financial year 2023-24.
I nvestment Division : It makes investment in equity shares with a
long-term perspective. As per accounting norms, periodic performance is reported based on
market value of shares held at the end of the period, apart from profit/loss on sale of
investments and dividend income during the reporting period. Accordingly, the Division has
reported higher profit than the previous year, mainly due to mark-to-market valuation of
stocks held by it. The division has consistently outperformed the benchmark indices in
terms of XIRR.
Outlook:
A detailed discussion on performance and outlook appears as part of
Management Discussion and Analysis Report attached to this report.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF OUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no any material changes and commitments, affecting the
financial position of the Company which has occurred between the end of financial year and
the date of this Boards Report.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture (JV) or
Associates Company as on March 31, 2023. During the financial year under review Shardul
Garments Private Limited has ceased to be an Associate Company w.e.f. 30th April, 2022.
7. DEPOSITS
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014. There were no unpaid or unclaimed deposits as on March 31, 2023.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 134(3) (m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, information on conservation of energy,
technology absorption and foreign exchange earnings and outgo forms part of this Report
and annexed at Annexure-1.
9. RISK MANAGEMENT
The Company has framed and adopted a "Risk Management Policy"
to identify, monitor, minimize and mitigate risks and determine the responses to various
risks to minimize their adverse impact on the organization. The Company is exposed to
various financial risks viz. credit risk, liquidity risk, foreign currency risk, interest
rate risk etc. The executive management oversees the risk management framework and the
Audit Committee evaluates internal financial controls and risk management systems.
However, the details of risk management objectives and policies made by the Company under
the said provision is given in the notes to the Financial Statements. In the opinion of
Board, there are no risk which may threaten the existence of the Company. The Risk
Management Policy is available on the website of the Company and weblink of the same is
https://ashima.in/wp-content/uploads/2018/08/Risk- Management-Policy.pdf.
10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
In terms of requirements of Section 135(1) of the Companies Act, 2013,
the Board of Directors at its meeting held on August 11, 2017 has constituted a Corporate
Social Responsibility (CSR) Committee. The CSR Committee consists of 3 (Three) Directors
viz., Mr. Chintan N. Parikh-Chairman, Dr. Bakul H. Dholakia and Mrs. Koushlya Melwani, the
members of the committee as on March 31, 2023.
During the Financial Year, the said Committee met on 12th November,
2022 for consideration, review and recommendation to the Board of Directors of the Company
for CSR expenditure. The Committee has noted that no amount was required to be spent
towards CSR expenditure for the Financial Year 2022-23 in terms of Section 135(5) of the
Companies Act, 2013. CSR Policy is available on the website of the Company and weblink of
the same is https://ashima.in/wp-content/uploads/2023/04/CSR-Policy.pdf
11. CHANGE IN NATURE OF BUSINESS
During the financial year under review there has been no change in the
nature of Business of the Company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF COMPANIES ACT, 2013
During the Financial Year under review, the Company has made
investments. However, there were no loans or advances granted or guarantees given or
security provided under Section 186 of the Companies Act, 2013 during the Financial Year.
The details of investments made as on March 31, 2023 are given in the Notes to the
Financial Statements forming part of the Annual Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the transactions with Related Parties are placed before the Audit
Committee for its approval. A statement containing details of all Related Party
Transactions are placed before the Audit Committee and the Board of Directors for review
on a quarterly basis and for prior approval whenever there is a requirement for such
approvals. The omnibus approval of the Audit Committee is obtained on a yearly basis for
the transactions which are of a foreseeable and repetitive nature. The transactions
entered into pursuant to omnibus approval are placed before Audit Committee and Board of
Directors on quarterly basis. The policy on Related Party Transactions (RPT) is available
on the website of the Company and weblink of the same is
https://ashima.in/wp-content/uploads/2022/05/Related-Party-Transactions-
Effective-from-April-1-2022.pdf
All the related party transactions for the year under review were in
the ordinary course of business and on an arms length basis and hence disclosure in
Form AOC-2 is not required. No material related party transactions were entered with
related parties during the year under review and there were no materially significant
transactions with any of the related parties that may have potential conflict with the
interest of the Company at large.
The details of transactions with related parties as per the requirement
of IND-AS are disclosed in the notes to the Financial Statements.
14. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The same is available on Companys website
and weblink of the same is https://ashima.in/wp-content/
uploads/2023/04/Nomination-and-Remuneration-Policy.pdf
15. ANNUAL EVALUATION OF BOARDS PERFORMANCE, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee have laid down the manner in
which formal evaluation of the performance of the Board, its Committees and individual
Directors has to be made, which is broadly in compliance with the Guidance Note on Board
Evaluation issued the by SEBI vide its Circular No. SEBI/ HO/CFD/CMD/CIR/P/2017/004 dated
January 5, 2017.
Pursuant to the provisions of Section 178 of Companies Act, 2013 read
with Regulation 17 and 19 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Nomination and Remuneration Committee has carried out annual
performance evaluation of Board of Directors, Committees of the Board and the individual
directors for the year under review.
Further, pursuant to the provisions of Section 178 read with Schedule
IV of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the Board of Directors have carried out the
evaluation of the Independent Directors and fulfillment of the independence criteria of
the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, for the year under review.
A separate meeting of Independent Directors was held on 24th March,
2023. In the said meeting performance of Non-Independent Directors, performance of the
Board as a whole and performance of Chairperson of the Company was evaluated.
The manner in which the evaluation was carried out has been explained
in the Corporate Governance Report attached to this report.
16. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return for the financial year ended on March 31, 2023 is available
on the website of the Company and weblink of the same is
https://ashima.in/wp-content/uploads/2023/07/Form-MGT-7-for-the-year-2022-23.pdf
17. WEBSITE OF YOUR COMPANY
Your Company maintains a website www.ashima.in where detailed
information of the Company and specified details in terms of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been
provided.
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER
REVIEW
During the financial year, 5 (Five) meetings of the Board of Directors
were held, as per the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The details of Board meetings held during the financial
year 2022-23 have been furnished in the Corporate Governance Report forming part of this
Annual Report.
During the financial year, your Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment
during the Financial Year:
(i) The shareholders at the 39th Annual General Meeting held on August
25, 2022 approved appointment of Mr. Chintan N. Parikh, Director (DIN: 00155225) as
Director retiring by rotation.
(ii) The Board of Directors of the Company at their Meeting held on
14th May, 2022, appointed Ms. Shweta Sultania, as Company Secretary & Compliance
Officer (KMP) of the Company w.e.f 15th July, 2022 and Mr. Dipak Thaker has resigned from
the post of Company Secretary and Compliance officer w.e.f 15th July, 2022.
(iii) Mr. Chintan N. Parikh, Chairman & Managing Director, (DIN:
00155225) was re-appointed as a Managing Director of the company for a period of three
years with effect from 07th February, 2023 by shareholders through Postal Ballot process
and voting results were declared on 26th December, 2022.
Retirement by Rotation:
In accordance with the Articles of Association and as per provisions of
Section 152(6) of the Companies Act, 2013, Mr. Krishnachintan Parikh, Director (DIN:
07208067) retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible, offers himself for re-appointment. Your Board recommends his
re-appointment.
Except as stated above, there was no change in the composition of the
Board of Directors and Key Managerial Personnel.
Key Managerial Personnel:
The followings persons are the Key Managerial Personnel (KMP) as per
the provisions of Section 203 of the Companies Act, 2013, as on 31 March 2023:
| 1. Mr. Chintan N. Parikh |
Chairman & Managing Director |
| 2. Mr. Krishnachintan C. Parikh |
Executive Director |
| 3. Mr. Shrikant S. Pareek |
Director(Operations) |
| 4. Mr. Hiren S. Mahadevia |
Group Chief Financial Officer |
| 5. Ms. Shweta Sultania |
Company Secretary |
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and
belief:
a. in the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
b. 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;
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern
basis; and
e. 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;
f. the directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
21. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration to the
Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013
and complied with the code for Independent Directors prescribed in schedule IV of the
Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. They have further declared that they are not debarred or
disqualified from being appointed or continuing as directors of companies by the SEBI /
Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board,
all the Independent Directors are persons of integrity and possess relevant expertise and
experience including the proficiency. All the Independent Directors of the company are
registered with the Indian Institute of Corporate Affairs (IICA) as notified by the
Central Government under Section 150(1) of the Companies Act, 2013.
The terms and conditions of the appointment of Independent Directors
have been disclosed on the website of the Company and weblink of the same is
https://ashima.in/wp-content/uploads/2019/07/
Terms-and-Conditions-of-Appointment-of-Independent-Directors.pdf
22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, and as per provisions of the Companies
Act, 2013 and Rules made there under, the Company has put in place a Familiarization
Program for the Independent Directors to familiarize them with the Company, their roles,
rights, responsibilities and obligations in the Company, nature of the industry in which
the Company operates, business model etc. The same is available on the website of the
Company and weblink of the same is
https://ashima.in/wp-content/uploads/2023/04/Details-of-Familiarization-
Programmes-imparted-to-Independent-Directors-under-SEBI-LODR-Regulations-2015-2023.pdf
23. INSURANCE
The Companys plant, property, equipments and stocks are
adequately insured against major risks. The Company has also taken Directors and
Officers Liability Insurance Policy to provide coverage against the liabilities
arising on them.
24. PARTICULARS OF EMPLOYEES
a. Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of
this report and is annexed as Annexure-2 to this Report.
b. The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of this report. However, the said statement is not being sent along with this Annual
Report to the members in line with the provisions of Section 136 of the Companies Act,
2013. The same is open for inspection at the Registered Office of the Company. Copies of
this statement may be obtained by the members by writing to the Company Secretary.
25. AUDITORS
a. STATUTORY AUDITORS
M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad (Firm
Registration No. 106625W) were appointed as Statutory Auditors of the Company at the 39th
Annual General Meeting of the Company for a second term of five (5) consecutive years,
commencing from the conclusion of 39th Annual General Meeting of the Company till the
conclusion of 44th Annual General Meeting to be held in the year 2027.
The Auditors Report for the financial year 2022-23 forms part of
this Annual Report and does not contain any qualification, reservation or adverse remark
or disclaimer.
b. COST AUDITOR
On recommendation of the Audit Committee, the Board of Directors have
appointed M/s. Ankit Sheth & Co., Cost Accountant (Firm Registration No: 102785) as
Cost Auditor of the Company for the financial year 2023-24 under Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014., at a
remuneration as mentioned in the Notice convening the 40th Annual General Meeting for
conducting the audit of the cost records maintained by the Company.
M/s. Ankit Sheth & Co., Cost Accountants have confirmed that they
are free from any disqualification specified under Section 141 and 148 of the Companies
Act, 2013 and Rules framed thereunder.
The Company has filed the Cost Audit Report for the financial year
2021-22 within the stipulated timeline prescribed under the Companies (Cost Records and
Audit) Rules, 2014.
c. SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 as amended, the Company has
appointed Mr. Tapan Shah, Practicing Company Secretary, Ahmedabad, to conduct the
Secretarial Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report for the financial year ended 31st March
2023, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "is
annexed herewith as Annexure-3.
The Secretarial Audit Report for the year ended on March 31, 2023 does
not contain any qualifications, reservations or adverse remarks.
d. INTERNAL AUDITOR
M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad,
(FRN No. 102511W/W100298), were appointed as the Internal Auditors of the Company to
conduct the Internal Audit for the Financial Year 2022-23 in accordance with the
provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The
Audit Committee considers and reviews the Internal Audit Report submitted by the Internal
Auditors on a quarterly basis.
26. REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143
(12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to
the Central Government.
27. VIGIL MECHANISM
Your Company has established Vigil Mechanism (whistle blower policy)
for Directors and employees to report their genuine concerns, details of which have been
given in the Corporate Governance Report annexed to this Report is available on the
website of the Company and weblink of the same is https://
ashima.in/wp-content/uploads/2021/08/Ashima-Ltd.-Vigil-Mechanism Whistle-Blower-Policy.pdf.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status of the company and
its operations.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details on Internal Control Systems and their adequacy are provided
in the Management Discussion and Analysis which forms part of this Report.
30. LISTING WITH STOCK EXCHANGES
Your Company is listed with the BSE Limited and National Stock Exchange
of India Ltd. and the Company has paid the annual listing fees for the financial year
2023-24 to both the Stock Exchanges.
31. AUDIT COMMITTEE
The Company has an Audit Committee as per Section 177 of the Companies
Act, 2013 read with the rules framed thereunder and Regulation 18 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The details of composition
of Audit Committee and other details relating to the same are given in the Report of
Corporate Governance forming part of this Report. During the Financial Year 2022-23, there
has been no instance where the Board has not accepted the recommendations of the Audit
Committee.
32. CORPORATE GOVERNANCE
The Company is committed to maintain good Corporate Governance
practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015, a separate section on
Corporate Governance along with a certificate of compliance with corporate governance
received from M/s. Mukesh M. Shah & Co., Chartered Accountants, Statutory Auditors of
the Company, is annexed as Annexure-4 forming part of this Annual Report.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(2)(e) read with Part B of Schedule V of SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management
Discussion and Analysis Report for the year 2022-23 is annexed as Annexure-5 forming
part of this Annual Report.
34. SHARE CAPITAL
There has been no change in the Authorised Share Capital or Paid up
Share Capital during the financial year under review.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
financial year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b. I ssue of shares (including sweat equity shares) to employees of the
Company under any scheme including Employee Stock Option Scheme.
c. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees.
35. NON-CONVERTIBLE DEBENTURES
During the financial year under review, the, company has issued and
allotted 4000 partly paid, Unlisted, Secured, Unrated, Redeemable, Rupee Denominated,
Non-Convertible Debentures ("NCDs") of face value of 1,00,000/- (Rupees
One Lakh only) each, aggregating to 40,00,00,000/- (Rupees Forty Crores only) on
Private Placement basis, out of which 43,750/- (Rupees Forty Three Thousand Seven
Hundred Fifty only) per debenture has been paid-up till March 31, 2023.
36. EXPANSION PLAN
During the financial year under review, the, company has undertaken
Expansion Plan of Garment Division of the Company at its existing manufacturing unit to
increase the garment making capacity by 9.36 lac pcs p.a., thereby increasing the capacity
from current level of 8.64 lac pcs p.a. to 18 lac pcs p.a. The said Division is currently
operating at its 100% capacity.
The said brownfield expansion plan is undertaken to enlarge its
customer base, to identify and enter new markets, to serve customers requiring larger
volumes per order and to get benefit from its operational leverage. This can lead to an
increase in revenues and profits of the company.
37. COST RECORDS
The Company is required to maintain cost records as specified by the
Central Government under Section 148(1) of the Companies Act, 2013 for the reporting year
and accordingly such accounts and records are made and maintained by the company.
38. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee (ICC) in
due compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual
harassment.
Your Directors state that during the financial year under review, no
complaints relating to sexual harassment were received nor any cases filed pursuant to the
said Act.
39. GENERAL
a. There was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
b. There has been no instance of valuation for settlement or for taking
loan from the Banks or Financial Institutions.
40. APPRECIATION
Your Directors express their gratitude for the dedicated services put
in by all the employees of the Company.
41. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to the customers,
vendors, investors and banks for their continued support. Your Directors are also thankful
to the Government of India, State Government and other authorities for their support and
solicit similar support and guidance in future.
|
For and on behalf of the Board |
|
Chintan N. Parikh |
| Date: May 16, 2023 |
Chairman & Managing Director |
| Place: Ahmedabad |
(DIN: 00155225) |
+91-9892691696
