Ashnoor Textile Mills Ltd Directors Report.

Dear Members,

Your Directors are pleased to present their 36th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2019.

FINANCIAL PERFORMANCE AND OUTLOOK

(Rupees in Lakh)

PARTICULARS 2018-2019 2017-2018
Income (including other income) 12,869.41 8,886.22
Gross Profit prior to financial overheads and depreciation 1,350.45 715.22
Financial Overheads 624.07 161.37
Depreciation 233,59 222.79
Profit before Tax Exceptional and Extra-Ordinary Items 492.79 331.06
Exceptional and Extra-Ordinary Items (-)2.51 37.29
Profit before Tax 490.28 368.34
Income/Deferred Tax 75.99 150.39
Profit after Tax-available for appropriation 414.29 217.95
Basic Earnings Per Share 3.32 2.03

During the year under review, revenue from operations jumped by 45.34% from Rs. 8832.83 lakh in previous year to Rs.12,837.89 lakh in current year and profits after tax also jumped from 217.95 lakh in the previous year to 414.29 lakh in the current year. The detailed discussion on the state of Companys affairs and the performance of operations of the Company is given in the annual report under "Management Discussion and Analysis Report". There was not any change in the nature of business of the company.

TRANSFER TO RESERVE

The Board of Directors of the company has decided not to transfer any amount to reserves and entire profit after tax has carried over to the Balance Sheet as surplus.

DIVIDEND

The Board of Directors does not recommend any dividend for the year under review.

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted/renewed any fixed deposit. There were no fixed deposits outstanding or unclaimed as on March 31, 2019.

CHANGE IN NATURE OF BUSINESS

During the financial year 2018-2019, there is no change in the nature of business of the Company. Further, there has been no material changes/events or commitments occurred after the end of financial year and till the date of this report balance sheet till date of this report.

SHARE CAPITAL

During the year under review, Authorized Share Capital of the Company increased from Rs.107,500,000/- to Rs.127,500,000/-. Further, during the year the Company had allotted 10 Lakh equity shares of Rs.10/- each at a price of Rs.22/- per share on preferential basis to the Promoters Group. The Company had also allotted 10 Lakh convertible warrants of Rs.10/- each on preferential basis to Promoter group, out of which 750,000 warrants have been converted into equity shares of Rs.10/- each at a price of Rs.22/- per share. Paid up share capital of the Company as on March 31, 2019 was Rs.124,895,036/- (Previous year Rs.107,395,036/-). Mr. Abhinav Gupta and Ms. Noor Gupta hold 50,000 and 200,000 convertible warrants respectively as on March 31, 2019. The Company has neither issued shares with deferential voting rights nor granted any employee stock options or sweat equity shares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors of your Company is disqualified under the provisions of the Companies Act, 2013 ((hereinafter in report be called as "the Act") or Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter in report be called as "the Listing Regulations"). A certificate issued by the Practicing Company Secretary in this respect, as per provisions of circular number CIR/ CFD/CMD/127/2019 dated February 8, 2019 is annexed as part of this Report as Annexure-7

All the Independent Directors of your Company have given declaration, confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

In accordance with provisions of the Companies Act, 2013 and Articles of Association of your Company Mr. Abhinav Gupta (DIN-02766867), Whole Time Director, will retire by rotation and, being eligible, offer him for re-appointment.

During the year, Ms. Noor Gupta (DIN: 03611790), who was appointed as Additional Director in Promoter category effective from December 9, 2017, was appointed as Director by the members in 35th Annual General Meeting. Further, Ms. Divya Agarwal (DIN: 08016384), who was also appointed as Additional Director in Independent category effective from December 9, 2017, was appointed as Director by the members in 35th Annual General Meeting.

Mr. Suneel Gupta (DIN: 0052084), Managing Director and Mrs. (Dr.) Sangeeta Gupta (DIN: 00052121), Whole Time Director, have been re-appointed for a period of 3 (Three) years with effect from January 9, 2020 and April 30, 2020 respectively on the terms and conditions as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors in its meeting held on August 13, 2019 subject to your approval. The Board recommends their re-appointment for your approval.

The First term of Mr. Piyush Gupta (DIN: 00125678) as an Independent Director is upto September 29, 2019. The Board, on the recommendation of Nomination and Remuneration Committee, has proposed re-appointment of Mr. Piyush Gupta as Independent Director of the Company for second term of 5 (five) consequent years with effect from September 30, 2019. Your Directors confirms that the proposed re-appointee possesses the requisite skill, experience and expertise.

Pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as the Key Managerial Personnel of the Company:

• Mr. Suneel Gupta —Managing Director

• Mr. Girish Singh Adhikari — Chief Financial Officer

• Ms. Sanjana Tandon — Company Secretary

The brief resume and other details of the Directors/Managerial Personnel, to be re-appointed, as required under Listing Regulations have been provided in notice of Annual General Meeting and Corporate Governance Report. Details of meeting attended by the Directors are given in Corporate Governance Report.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

All the promoter Directors are relatives within the meaning of the term relative as per section 2(77) of the Companies Act, 2013. However, remaining Directors are not related to each other.

AUDITORS AND AUDITORS REPORT

Agarwal & Gupta, Chartered Accountants, New Delhi, will continue as Auditors as they were appointed as Statutory Auditors of the Company for a period of five years in the 34th Annual General Meeting of the members held on September 25, 2017.

There is no qualification, reservation or adverse remarks in the audit report on financial statement of the Company for the financial year ended march 31, 2019 given by Messrs Agarwal & Gupta, Chartered Accountants, New Delhi. The Report of the Auditors on the Financial Statements including relevant rules on the accounts for the financial year ended March 31, 2019 are self-explanatory and do not call for any further comments. The said report forms part of Annual Report.

COST AUDIT

The provisions relating to Cost Audit are not applicable to the Company.

INTERNAL AUDITORS

As per requirements of section 138 of the Act, the Company has re-appointed Messrs Naveen Brahma Nand & Company, Chartered Accountants as Internal Auditors for the financial year 2019-2020.

SECRETARIAL AUDIT REPORT

The Board had appointed Messrs Anil Arora & Associates, Company Secretaries, New Delhi as Secretarial Auditors, for the financial year 2018-2019, as per provisions of section 204 of the Companies Act, 2013. The report of Secretarial Auditors is annexed asAnnexure-1. The Board has re-appointed them for the financial year 2019-2020.

Further, pursuant to Regulation 24A of Listing Regulations a Secretarial Compliance Certificate issued by a practicing Company secretary is annexed as "Annexure-6"

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

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

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

Pursuant to section 134(3)(p) of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors. The Nomination and Remuneration Committee had prepared detailed criteria for evaluating performance of the Directors including Independent Directors as per provisions of Schedule-II, Part-D of the Listing Regulations. The Independent Directors have evaluated performance of the Chairman and non-Independent Directors in their separate meeting. Evaluation has been made as per criteria provided by the Nomination and Remunerations Committee as per provisions of the Companies Act 2013 in the Listing Regulations.

The details 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, business model of the Company and related matters are available on the website of the Company at the web-link: http://ashnoortex.com/wp-content/uploads/2016/06/Familiarization-Policy. pdf.

CODE OF CONDUCT

Pursuant to provisions of the Companies Act 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 Include the duties of independent directors as laid down in the Act. The Board members and senior management personnel of the Company have affirmed compliance with the code of conduct and Managing Director has given a declaration affirming compliance with them. The Code of Conduct is available at website of the Company at web-link:http://ashnoortex.com/wp-content/uploads/2016/06/Code-of-Conduct-for-Board-Members-Senior-Management.pdf.The Board has plans in place for orderly succession for appointment to the Board of Directors and the Senior Management.

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 confirms that:

a. in preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards had been followed along with the explanations relating to material departures, if any;

b. the directors had selected such appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2019 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, 2019 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 2018-2019, seven (7) meetings of the Board of Directors of the Company were held. The details of these meetings including attendance of Directors in these meetings are given in Corporate Governance Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of 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 this Report as Annexure 4 and 5 respectively. A certificate issued by the Statutory Auditors on Corporate Governance is also annexed with detailed report on Corporate Governance.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, 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 related party transactions.

The Related Party Transactions Policy as approved by the Board is available on Companys website at the weblink:http://ashnoortex.com/wp-content/uploads/2016/06/Policy-on-Related-Party-Transactions.pdf.

BUSINESS RISK MANAGEMENT

Business Risk Management is very important part of any business. The Company has appropriate control mechanism 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.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the Financial Year 2018-19 is annexed to this report as Annexure-2.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

Adequate procedures have been set up for internal financial controls to detect and prevent frauds and to protect the Companys resources. The financial statements are used to prepare in accordance with the Indian Accounting Standards.

AUDIT COMMITTEE

The Audit Committee is comprised of Mr. Piyush Gupta-Chairman, Mr. Anil Aggarwal-Member and Mr. Suneel Gupta-member. During the year, four (4) meetings of Committee were held. Dates of meetings, attendance of Directors in meetings and other details are given in Corporate Governance Report. The Board has accepted all the recommendations of Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is comprised of Mr. Piyush Gupta as Chairman, Mr. Anil Aggarwal-member and Mr. Sanjay Arora-Member. During the year, two (2) meetings of Committee were held. Details of meetings are given in Corporate Governance Report. The Nomination and Remuneration Policy as approved by the Board is available on Companys website at the weblink:http://ashnoortex.com/wp-content/ uploads/2016/06/Nomination-and-Remuneration-Policy.pdf.

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-3 to this Report.

VIGIL MECHANISM

Vigil Mechanism in the form of Whistle Blower Policy, as devised by the Company as per provisions of the Companies Act and Listing Regulations, provides freely reporting of any genuine concern to the Chairman of the Audit Committee by any Director or employee of the Company. The Company provides adequate safeguards against victimization to such Director(s) or employee(s). To meet these objectives the Company has laid down a Whistle Blower Policy duly approved by the Board, which is available on the Companys website at the weblink:http://ashnoortex.com/wp-content/uploads/2016/06/Vigil-Mechanism.pdf. Further details are available in the Report on Corporate Governance that forms part of this Report.

PREVENTION OF INSIDER TRADING

In view to regulate trading in securities of the Company by the Directors and designated employees, the Company has framed a Code of Fair Disclosure as per provisions of Listing Regulations. It will help to prevent insider trading in the securities and ensure transparency. The code is available on the Companys website at the weblink:http://ashnoortex.com/wp-content/uploads/2016/06/Code-of-Fair-Disclosure.pdf.

MANAGERIAL REMUNERATION

Details pertaining to 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

Name of Director/KMP Designation Remuneration during the Year Percentage Increases/ decrease in Remuneration during the Year Ratio of Remuneration of each Director to median remuneration
1. Mr. Suneel Gupta Managing Director 48.00 (42.85) 1.49
2. Mrs. (Dr.) Sangeeta Gupta Whole Time Director 30.00 (64.28) 2.38
3. Mr. Abhinav Gupta Whole Time Director 42.00 (50.00) 1.70
4. Ms. Noor Gupta Promoter Director 0.00 - -
5. Mr. Piyush Gupta Independent Director 0.00 - -
6. Mr. Anil Aggarwal Independent Director 0.00 - -
7. Mr. Sanjay Arora Independent Director 0.00 - -
8. Mrs. Divya Agarwal Independent Director 0.00 - -
9. Mr. Girish Singh Adhikari CFO 6.21 54.25
10. Ms. Sanjana Tondon Company Secretary 3.60 0 -

No Commission was paid to Managing Director and Whole Time Director from the Company.The Company was having 343 permanent employees on the rolls of the Company. There was increase in the median remuneration of employees in the financial year.

The Company does not have any employee drawing remuneration as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

During the year, the Company has not given any Loan and Corporate Guarantee, which covers under section 186 of the Act. The Company has made investment of additional funds for the time being available with the Company as given in note number 3 in Balance Sheet.

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

During the financial year 2018-2019, no complaint was received for sexual harassment by Internal Complaints Committee set up under the captioned Act. Therefore, no complaint was pending for redressal on March 31, 2019.

ACKNOWLEDGMENT

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

By the order of the Board

Sd/- sd/-
Suneel Gupta Sangeeta Gupta
Managing Director Director Place: Gurugram
DIN-00052084 DIN-00052121 Date: August 13, 2019