ashnoor textile mills ltd share price Directors report

Dear Members,

Your Directors are pleased to present their 40^th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2023.

FINANCIAL PERFORMANCE AND OUTLOOK

Rupees in Lakh

PARTICULARS	2022-2023	2021-2022
Income from Operations	17,557.60	26,110.29
Sale of Service	137.86	75.44
Other Income	83.37	46.48
Total	17,778.83	26,232.21
Profit before financial overheads and depreciation	1,614.03	1,928.95
Financial Overheads	441.15	353.86
Depreciation	391.70	368.60
Profit before Tax Exceptional and Extra-Ordinary Items	781.18	1,206.49
Exceptional and Extra-Ordinary Items	16.04	(4.45)
Profit before Tax	797.23	1,202.04
Current /Deferred Income Tax	184.80	306.50
Profit after Tax-available for appropriation	612.43	895.53
Basic Earnings Per Share	4.80	7.03

During the year, income of the company from operations decreased by 32.76% from Rs.26,110.29 Lakh to Rs.17557.60 Lakh and profit after tax also decreased by 31.61% from Rs.895.53 Lakh to Rs.612.43 Lakh. The Company is carrying out business activities only in one segment. The main reason for decline in income and sales was that FY 2021-2022 saw an abnormally high increase in sales to the extent of 125.60% and increase in profit after tax of 65.18%. is abnormal increase was due to huge increase in pent up demand of the products of the company post COVID 19. During the FY 2022-23, the sales normalized. The recessionary trends in the export markets particularly the monetary tightening by the Central Banks also contributed to the slowdown in the demand.

Financial Statements of the Company have been prepared on IND-AS basis. ere was no change in the nature of business of the company. Further, there has been no material change/commitment that occurred after March 31, 2023, until the date of this report affecting the financial position of the Company. The Company has complied with all the applicable provisions of the Companies Act, 2013, relevant Rules and Secretarial Standards. The Company has not revised its financial statement or Boards report in any of the three preceding financial year. The key financial ratios as on March 31, 2023 are given in the Corporate Governance Report. The Company has neither made any application during the financial year nor any proceeding is pending against the Company at the end of the financial year under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into any one-time settlement with any bank during the financial year.

DIVIDEND

The Board of Directors does not recommend any dividend for the year under review, due to the requirement of funds for the growth of the Company.

TRANSFER TO RESERVE

The entire profit after tax has been carried over to the Balance Sheet as surplus as decided by your Board of Directors and no amount has been transferred to any specific reserve.

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted/renewed any fixed deposit. No fixed deposits outstanding or unclaimed as on March 31, 2023. Your Company has never accepted deposits from the public.

CAPITAL STRUCTURE

During the year under review, there was no change in the capital structure of the Company. e Company has neither issued shares with differential voting rights nor granted any employee stock options or sweat equity shares. During the financial year, the Company has not issued any type of debentures or preference shares or bonds.

Your Directors have decided to raise the funds by way of the issue of equity shares of the company to its eligible shareholders on a right basis, for a maximum amount not exceeding Rs.7,00,00,000/- (Rupees Seven Crores Only), subject to receipt of necessary approvals, as applicable and in accordance with applicable provisions of the Companies Act, 2013, Securities and Exchange Board of India and other applicable laws. In view thereof, the Company needs to raise its Authorized Share Capital. erefore, the Board recommends the increase Authorized Share Capital of the Company from Rs.12,75,00,000/- (Rupees Twelve Crore Seventy Five Lakh Only) divided into 1,27,50,000 (One Crore Twenty Seven Lakh Fi y ousand) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.16,00,00,000/- (Rupees Sixteen Crore Only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each for your approval.

INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount or share to Investor Education and Protection Fund.

DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

None of the Directors of your Company is disqualified under the provisions of the Companies Act, 2013 (hereinafter in this report called "the Act") or Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter in this report called "the Listing Regulations") as on March 31, 2023. A certificate issued by the Practicing Company Secretary in this respect is annexed and forms part of the Annual Report.

All the Independent Directors of the Company have confirmed by way of declaration that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

In terms of section 152 of the Companies Act, 2013 and Articles of Association of the Company Ms. Noor Gupta (DIN-03611790), Director, will retire by rotation and, being eligible, offers herself for re-appointment. e following offcials are the Key Managerial Personnel of the Company, pursuant to sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,:

Mr. Suneel Gupta	Managing Director
Mr. Girish Singh Adhikari	Chief Financial Officer
Ms. Yashima Saluja	Company Secretary

e brief resume and other details of the Directors to be re-appointed, as required under Listing Regulations have been provided in the notice of the Annual General Meeting. Details of the meeting attended by the Directors are given in the Corporate Governance Report. e balance of funds borrowed from Promoter Directors as on March 31, 2023, was Rs.1,306.29 Lakh. The maximum amount of loan taken from the Directors during the year was Rs. 2,395.07 Lakh.

Mr.Girish Singh Adhikari-Chief Finance Officer, Ms. Yashima Saluja-Company Secretary, Mr. Abhijit Chowdhary-Production Head, Mr. Aditya Kumar-Merchandiser, Mr. Avnesh Kumar-Purchase Manager and Mr. Deepak Bhati-Manager HR are in the Senior Management. ere is no change in Senior Management since the close of the previous financial year.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

The entire promoter Directors are relatives within the meaning of the term ‘relative as per section 2(77) of the Companies Act, 2013. None of the remaining Directors are related to each other and promoters.

AUDITORS AND AUDITORS REPORT

Messrs KSA & Co., Chartered Accountants, New Delhi were appointed the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 39^th Annual General Meeting and will continue to act as Statutory Auditors for the financial year 2023-2024. There is no qualification, reservation or adverse remarks in the audit report on the financial statement of the Company for the financial year ended March 31, 2023. The Report of the Auditors on the Financial Statements including relevant rules on the accounts for the financial year ended March 31, 2023, are self-explanatory and do not call for any further comments except as follow : The Company has received the confirmation of balances from all the customers; The Company will deposit unspent amount of Rs.15.38 Lakh, required to be incurred during the financial year 2022-2023, in the Prime Ministers National Relief Fund, shortly.

The unsatisfied charges ID as mentioned in note number 43 of the Financial Statements, i.e. 10066065; 100498309, 100547358 and 100640186. ese charges have been satisfied by the Registrar of Companies, NCT of Delhi and Haryana on June 6, 2023.

COST AUDIT

INTERNAL AUDITORS

Pursuant to requirements of section 138 of the Act, Messrs Naveen Brahma Nand & Company, Chartered Accountants, was an Internal Auditors for the financial year 2022-2023.

SECRETARIAL AUDIT REPORT

Messrs Anil Arora & Associates, Company Secretaries, New Delhi, was appointed as Secretarial Auditors by the Board of Directors, for the financial year 2022-2023, as per provisions of section 204 of the Companies Act, 2013. e Board has re-appointed them for the financial year 2023-2024.

Messrs Anil Arora & Associates, Company Secretaries, New Delhi has given a Secretarial Audit Report as per Regulation 24A of Listing Regulations, which is annexed with Annual Report and forms its part.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary, Material Subsidiary, Joint Venture or Associate Company.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

The annual evaluation has been carried out by the Board of Directors of its own performance and that of its Committees as well as a performance of all the Directors individually including the Independent Directors as per provisions of section 134(3)(p) of the Act and the Listing Regulations and as per detailed criteria prepared by the Nomination and Remuneration Committee. The Independent Directors have also evaluated the performance of the Chairman and non-Independent Directors in their separate meetings as per criteria provided by the Nomination and Remunerations Committee.

The detail of programs held during the financial year for familiarization of the Independent Directors with the Company, informing them about their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, the business model of the Company and related matters are available on the website of the Company at the web link: https://www.ashnoortex.com/admin/pdf/Familization-Policy-for-Independent-Directors.pdf.

CODE OF CONDUCT

As per provisions of the Companies Act, 2013 and Listing Regulations, the Company has laid down a code of conduct for all members of the Board of Directors including Independent Directors and Senior Management of the Company, which includes the duties of independent directors as laid down in the Act. All the Board members and senior management personnel are required to afirm compliance with the code of conduct. ey have afirmed compliance with the code for the financial year 2022-2023 and Managing Director has given a declaration afirming compliance by them. The Code of Conduct is available on the website of the Company on web link: https://www.ashnoortex.com/admin/pdf/Code-of-Conduct-For-the-Board-Members-and-Senior-Management.pdf.

DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, in terms of section 134(3)(c) of the Companies Act, 2013 confirm that:

a. in preparation for the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards (Ind-AS) have been followed along with the explanations relating to material departures, if any;

b. the directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the State of affairs of the Company as on March 31, 2023, 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 for the financial year ended March 31, 2023, on a going concern basis;

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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF BOARD MEETINGS

During the financial year 2022-2023, seven (7) meetings of the Board of Directors of the Company were held. All the required details of these meetings including the attendance the Directors of these meetings are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure compliance with the provisions of the Corporate Governance Report as prescribed under the Listing Regulations.

A detailed report on Corporate Governance along with Management Discussion and Analysis Report are annexed as part of the Annual Report. A certificate issued by the Statutory Auditors on Corporate Governance is also annexed with a detailed report on Corporate Governance.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions or which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. However, suitable disclosure has been made in note number 47 to the Financial Statements.

The Policy on materiality of related party transactions of the Company is available on Companys website at the web link: https://www.ashnoortex.com/admin/pdf/Poilcy-on-Related-Party-Transactions.pdf.

BUSINESS RISK MANAGEMENT

Business Risk Management is a very important part of any business. e Company has appropriate control mechanisms and operating effectiveness of the internal financial controls and compliance system in respect of associated risk. Further, before taking any strategic or financial decision various factors, viz. economic, social, market, technology, foreign exchange involved, political situation, etc. are evaluated. During the year, no risk has been identified which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant, material orders passed against the Company by the regulators or courts, which would affect the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Report appended hereto.

VARIOUS COMMITTEES OF THE BOARD

Composition and other details about the various Committees of the Board of Directors have been disclosed in the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in ‘Annexure-I to this Report.

CORPORATE SOCIAL RESPONSIBILITY

As per requirements of the Companies Act, 2013, your Company has formulated a CSR Policy which includes the Companys approach towards CSR activities which may be carried on by the Company as CSR, implementation mechanism, monitoring and evaluation, etc.

Annual report on CSR activities and initiatives taken as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure-II of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and annexed as Annexure-II and forms an integral part of this report. As per requirements of the provisions of section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formed a CSR Committee. e composition and other details of the Committee are given in Corporate Governance Report.

During the financial year 2022-2023, the Company was required to incur Rs.15.38 Lakh for Corporate Social Responsibility. e short-term provisions for the same have been created in the Balance Sheet in note number 20(b)(ii) and the Company will transfer the unspent amount as per provisions of section 135 of the Companies Act, 2013.

During the financial year 2023-2024, the Company is required to incur a CSR expenditure of Rs.17.98 Lakh. e CSR policy is available on Companys website at the web link: https://www.ashnoortex.com/admin/pdf/ CSR-Policy.pdf.

ANNUAL RETURN

According to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2023 is uploaded on the website of the Company at web link: https://www.ashnoortex.com/admin/pdf/Annual%20 Return-March%2031,%202023.pdf

VIGIL MECHANISM

A Vigil Mechanism in the form of Whistle Blower Policy as per provisions of section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations has been formed by the Company, which provides freely reporting of any genuine concern to the Chairman of the Audit Committee by any Director or employee of the Company. The policy provides adequate safeguards against victimization to such Director(s) or employee(s). Whistle Blower Policy duly approved by the Board is available on the Companys website at the web link: https://www.ashnoortex.com/admin/pdf/Whistle-Blower-Policy.pdf. the more details are available in the Report on Corporate Governance that forms part of this Report.

PREVENTION OF INSIDER TRADING

In view to regulate insider trading in the securities of the Company by the Directors and designated persons and ensure transparency the Company has framed a Code of Fair Disclosure as per provisions of Listing Regulations. It helps to prevent insider trading in the securities and ensure. The said Code is available on the Companys website at the web link: https://www.ashnoortex.com/admin/pdf/Code%20of%20Fair%20 Disclosure.pdf

MANAGERIAL REMUNERATION

Details about remuneration as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Rupees in Lakh

Sl. No	Name of Director/KMP	Designation		Remuneration during the Year	Percentage Increases/ decrease in Remuneration during the Year	Ratio of Remuneration ofeach Director to median remuneration
1.	Mr. Suneel Gupta	Managing Director		18.00	0.00	5.95%
2.	Mrs. (Dr.) Sangeeta Gupta	Whole Time Director		18.00	0.00	5.95%
3.	Mr. Abhinav Gupta	Whole Time Director		18.00	0.00	5.95%
4.	Ms. Noor Gupta	Promoter Director		0.00	0.00	NA
5.	Mr. Anil Aggarwal		Independent Director	0.25	(93.75)	428.308%
6.	Mr. Sanjay Arora		Independent Director	0.25	(50.00)	428.308%
7.	Mrs. Divya Agarwal		Independent Director	0.25	100.00	428.308%
8.	Mr. Naresh KumarAggarwal		Independent Director	0.25	100.00	428.308%
8.	Girish Singh Adhikari		CFO	8.46	0.00	12.66%
10.	Yashima Saluja		Company Secretary	4.80	0.00	22.31%

e Company has not paid any Commission to Managing Director and Whole Time Director. e Company was having 287 permanent employees on the rolls of the Company. ere is no increase in the median remuneration of the employees in the financial year. None of the employees of the Company is drawing remuneration as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has neither given any Loan nor Guarantee nor provided any security in connection with a loan , which is covered under section 186 of the Act. e Company has invested of additional funds for the time being available with the Company as given in note number 3 and 6 in Balance Sheet.

COMPLAINT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No complaint was received for sexual harassment by Internal Complaints Committee set up under the captioned Act in the financial year 2022-2023. erefore, no complaint was pending for redressal on March 31, 2023.

ACKNOWLEDGMENT

Your Directors place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued co-operation and support to the Company and also express their gratitude and thanks to Shareholders, Customers, Suppliers, other business associates and employees at all level.