minaxi textiles ltd Directors report

To,

The Members,

Minaxi Textiles Limited

Your directors have presenting herewith their 28^th Annual Report together with the Audited Statements of Accounts for the period ended on 31^st March, 2023.

FINANCIAL HIGHLIGHTS : (Rs. in Lakhs)

Particulars	Year Ended on	Year Ended on
	31-03-2023	31-03-2022
(a) Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	(551.93)	78.54
(b) Finance Cost	216.72	221.94
(c) Depreciation and amortization expenses	61.71	62.83
(d) Profit Before Tax	(830.36)	(206.23)
(e) Tax Expenses
Current Tax	0.00	2.99
Deferred Tax	(209.08)	(50.16)
(f) Profit for the year	(621.28)	(159.06)
(g) Other Comprehensive income:
(i) Item that will not be reclassified to profit or loss
(ii) Remeasurement of defined benefit plans.	4.89	(1.35)
(iii) Income tax relating to items that will not be reclassified to profit or loss	0.00	0.00
(h) Total Comprehensive income for the year:	(626.17)	(157.71)

OPERATING AND FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

During the year under report, the company has achieved a gross turnover of Rs. 2921.09 Lacs has resulted in the net loss of Rs. (626.17) Lacs. In view of overall subdued market conditions, our company has tried their best to perform well during the year under review. Lower operating profit is mainly due to increased cost of raw material resulting into increased manufacturing cost.

The company has incurred cash losses in current year and preceding financial year. During the previous year the company has executed debt restructuring scheme and restructured its overall borrowings. This will result into substantial reduction in the interest outflow for future period and has extended the repayment plan in relation to restructured borrowings. Further, the Company expects to generate operational cash-inflows in near future, which will support the Company to meets its near future cash obligations. Taking these factors into consideration, the Company believes financial information is fairly presented on going concern basis.

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

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

DIVIDEND :

As the Company has incurred losses during the year under review, your directors do not recommend any dividend for the financial year ended on 31^st March, 2023.

CHANGE IN NATURE OF BUSINESS, IF ANY :

There is no change in the nature of the business of the company during the year under review.

ORDER OF COURTS ETC., IF ANY :

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY :

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

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY :

The company has no subsidiaries or associate companies therefore disclosures in this regards are not provided in this report.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(j) OF THE COMPANIES ACT, 2013 :

Your company has incurred loss of Rs.621.28 Lacs and Comprehensive income of Rs. 4.89 Lac which has been transferred to Profit and Loss Account for the financial year ended on 31^st March, 2023, the company has not carried any amount to general reserve account.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unclaimed and unpaid Dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

COMPLIED WITH REGULATION 39(4) READ WITH SCHEDULE VI OF THE SEBI (LODR) REGULATIONS, 2015 PERTAINING TO UNCLAIMED SHARES

The Company had received the mail from Bombay Stock Exchange (BSE) on 21/12/2020 as directed by the Securities and Exchange Board of India (SEBI) to comply with Regulation 39(4) r/w. Schedule VI of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations) pertaining to dealing with 1586600 unclaimed shares of 304 Shareholders who had not claimed their shares on sub-division of Companys equity shares of Rs.10/- each into Rs.1/- each vide resolution passed in Extra Ordinary General Meeting held on 26/02/2007.

According to sub-regulation (4) of Regulation 39 of the Listing Regulations, the Company shall comply with the procedural requirements specified in Schedule VI while dealing with shares / securities issued pursuant to the public issue or any other issue, physical or otherwise, which remain unclaimed and / or are lying in the escrow account as applicable.

The Board of Directors at its meeting held on 12/02/2021 has authorized M/s. Link Intime India Private Limited, Registrar and Share Transfer Agent, of the Company to follow the procedural requirements as provided in Schedule VI r/w. Regulation 39(4) of Listing Regulations. The Company had issued three reminder letters to the concern shareholders on 26/02/2021 through speed post, on 23/03/2021 and 20/04/2021 through Ordinary post respectively to all the shareholders whose name appears in the list on the last available address with the company / RTA / Depositories database and 19 Shareholders holding 101000 Shares had claimed their shares. The Company had opened a demat account with Shah Investors Home Limited, Ahmedabad, Depository Participant in the name of Minaxi Textiles Limited - Unclaimed Suspense Account and remaining 1485600 unclaimed shares of 285 Shareholders has been transferred to "Minaxi Textiles Limited Unclaimed Suspense Account" and out of which 171000 Shares were claimed by 3 shareholders which were transferred to them through corporate action by RTA and executed by NSDL on 01.04.2022 as per NSDL Confirmation letter 08.04.2022. Now the company has 1314600 remaining Unclaimed Shares in Demat account namely "MINAXI TEXTILES LIMITED UNCLAIMED SUSPENSE ACCOUNT".

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

(Criteria prescribed under section 135 is not attracted)

Every Company is required to constitute / formulate CSR Committee if it gets attracted in one of the criteria prescribed in Section 135. According to Section 135 of the Companies Act, 2013, every Company having Net Worth of Rs.500 Crore or more, or Turnover of Rs.1000 Crore or more, or Net Profit of Rs.5 crore or more during any financial year shall constitute a Corporate Social Responsibility Committee and should undertake Corporate Social Responsibility as prescribed in Schedule VII.

None of the above criteria was applicable to the company for the financial year 2022-2023 and hence the company was not required to constitute CSR Committee.

FINANCE :

The Company is at present enjoying secured financial assistance in the form of working capital facilities and term loan from Bank of India, Main Branch, Bhadra, Ahmedabad. During the year under review, the company paid the principal and interest to the Bank. The company has not committed any default in repayment of any of its debts or interest payable thereon during the financial year.

PUBLIC DEPOSIT :

The Company has neither accepted nor invited any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CONSERVATION OF ENERGY :

The information relating to conservation of Energy as required under section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is given by way of annexure attached hereto which forms part of this report. (Annexure - I)

CONSERVATION OF TECHNOLOGY ABSORPTION :

The information relating to conservation of Technology Absorption as required under section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is given by way of annexure attached hereto which forms part of this report. (Annexure - I) CONSERVATION OF FOREIGN EXCHANGE EARNINGS / OUTGO :

The information relating to conservation of Foreign Exchange Earning / Outgo as required under section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is given by way of annexure attached hereto which forms part of this report. (Annexure - I) PARTICULARS OF EMPLOYEES :

The prescribed particulars of Employees required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached hereto which forms part of this report. (Annexure - II) During the year under review none of the employees of the company was in receipt of remuneration in excess of Rupees One Crore and Two Lac Rupees, if employed through out the year or in receipt of remuneration exceeding Rupees Eight Lac Fifty Thousand p.m., if employed for part of the financial year, and hence the disclosure under section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

CORPORATE GOVERNANCE :

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

The compliance with the Corporate Governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V of SEBI (Listing Regulations), 2015 are not applicable to the companies having Paid up Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crore, as on the last day of previous year. According to these regulations your company is not mandatorily required to comply with the provisions of these regulations for the time being as the Paid up Share Capital of the Company is not exceeding Rs.10 Crores and the Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous year, however, the Company has made all possible efforts to comply with the provisions of these regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to some extent during the year under review.

In order to avail the exemption to comply with the provisions of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), read with Regulation 15(2) of Chapter IV of Listing Regulations, the company had submitted the Certificate for Non- Applicability of Corporate Governance Report to the BSE. Further, in continuity of Non-Applicability, the company had submitted the Certificate for Non- Applicability of Corporate Governance Report to the BSE on 20.04.2023 for the financial year ended on 31.03.2023 and onwards.

BOARD OF DIRECTORS :

The Company has a very balanced composition of Board of Directors. As on date, the Company has Eight (8) directors with an Executive Chairman on its Board. Out of these 3 (Three) (30%) Whole time / executive / Promoter directors and 1 (One) (10%) non-executive and 4 (Four) (40%) non-executive / independent directors. All Non-Executive & Independent Directors actively participate in the Board and Committee Meetings which is a great value addition in the decision making process. In accordance with provisions of Section 152(6)(a) of the Companies Act, 2013, Shri Bharatbhai P. Patel and Ms Sweta D. Patel retires by rotation and being eligible offers themselves for re-appointment.

Board Evaluation and Criteria:

Pursuant to the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance of the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholder Relationship Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Remuneration Policy :

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178(3) of the Companies Act, 2013, is available on our website, at http:// w w w . m i n a x i t e x t i l e s . c o m / p d f / C o r p o r a t e % 2 0 P o l i c i e s % 2 0 a n d % 2 0 C o d e s / Policy%20on%20remuneration%20of%20Directors%20KMP%20and%20Senior%20Employees.pdf .

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The Board of Directors at its meeting held on 10.08.2022 has resolved to withdraw waiver of remuneration of Whole Time Director and Managing Director, and has decided to pay remuneration to Managing Director and Whole time director based on recommendation of Nomination and remuneration committee. Further the Board had increased the remuneration of Managing director and Whole time director from Rs. 80,000/- to Rs. 1,00,000/- at its board meeting held on 10.02.2023 w.e.f. 01.01.2023.

Board Meetings :

Regular meetings of the Board are held inter-alia, to review the quarterly results of the Company. additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the FY 2022-23, the Board met Five (5) times i.e. on 26^th May, 2022, 14^th June, 2022, 10^th August, 2022, 11^th November, 2022, and 10^th February, 2023. The Company has held Board Meeting at least one meeting every quarter and the maximum time gap between any two meetings was not more than 120 days.

The agenda and the papers for consideration at the Board meeting are circulated to the Directors in advance before the meeting. Adequate information is circulated as part of the Board papers and is also made available at the Board meeting to enable the Board to take informed decisions. Where it is not practicable to attach supporting/relevant document(s) to the Agenda, the same are tabled at the meeting and specific reference to this is made in the Agenda.

Independent Directors Meeting

A Separate meeting of Independent Directors held on 10^th February, 2023 without the attendance of Non-Independent Directors and members of the Management. In the said meeting, Independent Directors reviewed the followings: a) Performance evaluation of Non Independent Directors and Board of Directors as a whole; b) Performance evaluation of the Chairperson of the Company taking into account the views of executive directors and non-executive directors; c) Evaluation of the quality, quantity and timelines of flow of information between the Management and Board of Directors for effective and reasonable performance of their duties.

The Board of Directors expressed their satisfaction with the evaluation process.

Declaration of Independence from Independent Directors:

The Independent Directors have submitted the declaration of their Independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of that section and also declare that they had complied Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Independent Director databank registration

Pursuant to Section 150 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have completed the registration with the Independent Directors Databank. The name of Mr. Snehalkumar Patel and Mr. Chirag Shah has been included in the Data Bank on 12.09.2020 and they passed the online proficiency self assessment test conducted by the Indian Institute of Corporate Affairs. Requisite disclosures have been received from Independent Directors in this regard.

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

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

The Directors are responsible for laying down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is part of this report.

COMMITTEES:

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

1. Audit Committee,

2. Nomination and Remuneration committee,

3. Stakeholders and Relationship Committee and

Audit Committee:

The Board of directors of the Company at its meeting held on 12^th August, 2015 has reconstituted an Audit Committee in line with Section 177 of the Companies Act, 2013. The Committee has further reconstituted on 14^th September, 2020 due to resignation of member of Committee Shri Ghanshyambhai Chinubhai Patel. The Committee comprising three Directors viz. Shri. Jasvant K. Patel, Chairman Shri. Vasudevbhai L. Patel, Shri. Dineshkumar P. Patel.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Companys Financial Statements. Apart from presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, secretarial auditor and internal auditor, subject to the Boards approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.

The Committee met 4 (Four) times during the year 2022-2023. The dates on which the Audit Committee meetings were held are 26/05/2022, 10/08/2022, 11/11/2022, and 10/02/2023. The maximum time gap between any two meetings was not more than one hundred and twenty days. Members of the Audit Committee have requisite financial and management expertise. Shri. Jasvant K. Patel, being a Chairman of the Audit Committee, attended the last Annual General Meeting held on 27^th September, 2022.

Attendance of each Member of Audit Committee meetings held during the year ended on 31^st March, 2023 :

Name of Directors	Category	Status / Designation	No. of Meeting attended
Shri. Jasvant K. Patel	Non-executive / Independent	Chairman	4
Shri. Vasudevbhai L. Patel	Non-executive / Independent	Member	4
Shri Dineshbhai P. Patel	Managing Director	Member	4

Nomination and Remuneration Committee (NRC) :

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, every listed company and prescribed class of companies shall constitute Nomination and Remuneration Committee (NRC) of the Board consisting of 3 or more non-executive directors out of which not less than ? shall be independent director.

In view of the above provision of law, the Board of Directors at its meeting held on 30^th May, 2014 has constituted NRC committee and Re-constituted the same vide its meeting held on 12^th August, 2015 which was again reconstituted on 12^th November, 2016 and on 13^th August, 2018. It was further reconstituted on 12^th February, 2020 and on 30^th March, 2022 consisting of Shri Vasudevbhai L. Patel, Chairman of the Committee/ Independent Director, Shri. Snehalkumar Patel, Shri Jasvant Patel, Independent Directors and Shri Kiritkumar S. Patel, Chairperson and Whole Time Director of the company, as members of the committee.

The Committee met 2 (Two) times during the year 2022-2023. The date on which the Nomination and Remuneration Committee meetings was held on 10/08/2022 & 10/02/2023.

The Board vide its meeting held on 13.08.2018 has revised the terms of reference. The powers (terms of reference) delegated to the committee are as under :

A. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;

B. To formulate the criteria for evaluation of performance of independent directors and the board of directors;

C. To devise a policy on diversity of board of directors;

D. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board of directors their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

E. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

F. To ensure that the remuneration policy formulated by the committee be disclosed in the Boards Report

While formulating the policy the committee shall ensure that -

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

Attendance of each Member of Nomination and Remuneration Committee meetings held during the year ended on 31^st March, 2023:

Name of Directors	Category	Status / Designation	No. of Meeting attended
Shri. Snehalkumar R. Patel	Non-executive/ Independent	Member	2
Shri. Jasvant K. Patel	Non-executive/ Independent	Member	2
Shri Kiritkumar S. Patel	Chairman and Whole Time Director	Member	2
Shri. Vasudevbhai L. Patel	Non-executive/ Independent	Chairman	2

Stakeholders Relationship Committee

The Board has re-constituted the Shareholders and Investors Grievance Committee vide resolution passed in its Meeting held on 29/07/2011. According to Section 178, the company is required to constitute a Stakeholders Relationship Committee consisting of a Chairman who shall be a non executive director and such other members as may be decided by the Board.

In view of the above provision, the company has altered the nomenclature of the Shareholders and Investors Grievance Committee to Stakeholders Relationship Committee. Further, the membership of the company has also changed in light of the above provisions vide its Board Meeting held on 30/05/2014. It was further reconstituted on 13/08/2018, 14/09/2020, and on 30/03/2022 due to resignation of Shri. Bhavikkumar R. Patel as a Director. The Committee appointed Shri Snehalkumar R. Patel in place of Shri Bhavikkumar Patel as a Chairman. The Stakeholders Relationship committee consists of Shri. Snehalkumar R. Patel, Chairman of the Committee/ Independent Director, Shri Dineshkumar P. Patel and Shri. Kiritkumar S. Patel Chairman of the Company, being the Members of the committee.

CS Priyanka M. Patel has been designated as the Compliance Officer. As required by Regulation 46(2)(j) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has designated the below cited email ID of the grievance redressal division / compliance officer exclusively for the purpose of registering complaints by investors. E-Mail ID is minaxitx@yahoo.com

The total number of complaints received and replied to the satisfaction of shareholders during the year under review was NIL and outstanding complaints as on 31^st March, 2023 was NIL. None of the request for transfers, dematerialization and re-materialization was pending for approval as on 31^st March, 2023.

During the year the Stakeholders Relationship Committee were held on 26/05/2022, 10/08/2022, 11/11/2022, 10/02/2023.

Attendance of each Member of Stakeholder Relationship Committee meetings held during the year ended on 31^st March, 2023 :

Name of Directors	Category	Status / Designation	No. of Meeting attended
Shri. Snehalkumar R. Patel	Non-executive / Independent	Chairman	4
Shri Dineshkumar P. Patel	Managing Director	Member	4
Shri Kiritkumar S. Patel	Chairman and Whole Time Director	Member	4

Disclosure under the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.

CODE OF INDEPENDENT DIRECTORS - SCHEDULE IV :

The Board has considered Code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. The code is a guide to professional conduct for independent directors adherence to these standards by independent directors and fulfillment of their responsibility in a professional and faithful manner will promote confidence of the investment community and regulators.

The broad items for code for independent directors are :

(i) Guidelines for Professional conduct.

(ii) Role and Functions.

(iii) Duties

(iv) Manner and process of appointment.

(v) Re-appointment on the basis of report of performance evaluation.

(vi) Resignation or Removal.

(vii) Atleast one Separate meeting of Independent Directors in a year without attendance of non independent directors or members of management.

(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.

The Terms and conditions for appointment of Independent Directors is posted on the website of the company. The Code of Independent Director as per Schedule IV of the Companies Act, 2013 is forming part of the Code of conduct of the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has adopted a Whistle Blower Policy pursuant to the requirements of the Companies Act, 2013 and the SEBI Regulations, 2015 to deal with unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases. The details of the Policy is also posted on the website of the Company.

CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSI) :

The Company has amended the policy with effect from 01.04.2019. The Board of Directors of Company shall inquire in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of Unpublished Price Sensitive Information (UPSI). The company will inform simultaneously to SEBI of such leaks, inquiries and results of such inquiries. The details of the Policy is also posted on the website of the Company http://www.minaxitextiles.com/pdf/ C o r p o r a t e % 2 0 P o l i c i e s % 2 0 a n d % 2 0 C o d e s / Code%20of%20Practice%20and%20Procedure%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf

CODE OF CONDUCT:

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

CEO / MD AND CFO CERTIFICATION :

The compliance with the Corporate Governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C,D and E of Schedule V of SEBI (Listing Regulations), 2015 are not applicable to the companies having Paid up Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crore, as on the last day of previous year. According to these regulations your Company is not mandatorily required to comply with the provisions of these regulations, for the time being as the Paid up Share Capital of the company is not exceeding Rs.10 Crores and the Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous year, however, the Company has made all possible efforts to comply with the provisions of these regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent possible and the provisions of the Companies Act, 2013, during the year under review. The company has availed the exemption from compliance of this provisions and hence it is not required to obtain the annual Certificate from Managing Director and Chief Financial Officer of the company regarding certification on financial reporting and internal controls to the Board in terms of Regulation 17(8).

FAMILIARIZATION PROGRAMME :

The Board members of Minaxi Textiles Limited (Independent and Non-Independent) are offered every opportunity to familiarize themselves with the Company, its management and its operations and above all the Industry perspective and issues. They are made to interact with senior management personnel and are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part.

The independent Directors are provided with necessary documents, broachers, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company undertook various steps to make the Independent Directors have full understanding about the Company.

STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

There is a continuous process for identifying, evaluating and managing significant risks as faced through a risk management process designed to identify the key risks facing each business. The role of insurance and other measures used in managing risks is also reviewed. Risks would include significant weakening in demand from core-end markets, end market cyclicality, inflation certainties, energy cost and shortage of raw materials, maintenance and protection of leading technologies and adverse regulatory developments. During the year under review no major risks were noticed. The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. Audit Committee and Board Members are reviewing and updating the said procedures and plans periodically.

AUDITORS :

Statutory Auditor :

At the 24^thAGM held on 27^th September, 2019 the members approved appointment of M/s. Manghani and Co., Chartered Accountants, Ahmadabad (FRN - 022372C), as statutory auditor of the company to hold office for a period of five years from the conclusion of 24^th AGM till the conclusion of 29^th AGM. He has confirmed that he is not disqualified from continuing as statutory Auditors of the company. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the AGM.

Auditors Report :

The comments in the Auditors Report with Notes on Accounts referred to the Auditors Report are self explanatory and, therefore do not call for any further explanation.

Secretarial Auditor :

The Board has considered the recommendation of Audit Committee regarding appointment of Secretarial Auditor and necessity of Secretarial Audit Report as mandate for every listed company in Section 204 of the Act, and has appointed M/s. Ashok P. Pathak & Co., Company Secretaries, Ahmedabad as Secretarial Auditor for the financial year 2023-2024. The Company has received consent from M/s. Ashok P. Pathak & Co., Company Secretaries to act as the auditor for conducting audit of the secretarial records for the financial year ending 31^st March, 2023.

Secretarial Audit Report :

The Secretarial Audit Report for the financial year ended on 31^st March, 2023 in Form MR-3 is annexed herein and forming part of the Board Report (Annexure - III).

The explanation on comments / observation(s) in the Secretarial Audit Report -

(a) There were two instances of violation of Code of Conduct for Prohibition of Insider Trading during the closure of window period. The Compliance Officer has issued show cause notice on 11/05/2022 and reply for the same was received by the Company on 12/06/2022 the Company has issued warning letters on 12/06/2022 for such violation and levy the penalty equivalent to the purchase price. The relevant details are as under :

(i) Mr. Dineshkumar P. Patel, one of the designated person has bought 1000 equity shares at Rs.2.72/- per share during the period 01/04/2022 to 28/05/2022 (Penalty of Rs.2,720/- has been levied).

(ii) Mr. Kiritkumar S. Patel, one of the designated person has bought 1000 equity shares at Rs.2.72/- per share during the period 01/04/2022 to 28/05/2022 (Penalty of Rs.2,720/- has been levied).

(b) The Audited Financial Results for the year ended on 31/03/2022 has been disclosed as per Regulation 30, Para A(4)(h), of Part A of Schedule III on 16:47:05 p.m. while the meeting for consideration of financial result was concluded at 16:10 p.m. on 26/05/2022. There was a delay by seven minutes. The delay was occurred on account of technical reasons

(c) The Certificate of PCS issued on 25/04/2023 under regulation 40(9) for the year ended on 31^st March, 2023 was filed with BSE Ltd. on 27/04/2023 at 14:38:45 p.m. There was a delay of 2 days. The delay was due to inadvertence only.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report. (Annexure - IV)

Internal Auditor :

The Board has considered the recommendation of Audit Committee regarding appointment and necessity of Internal Auditor as mandate for every listed company in Section 138 of the Act, and has appointed M/s. Archit B. Shah & Associates, Chartered Accountants, Ahmedabad as Internal Auditor for the financial year 2023 -2024. The Internal Auditors reports and their findings on the internal audit, has been reviewed by the Audit Committee on a quarterly basis. The scope of internal audit is also reviewed and approved by the Audit Committee.

ANNUAL RETURN :

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for FY 2022-23 is uploaded on the companys website .i.e. link https://minaxitextiles.com/wp-content/uploads/2023/09/Annual-Return-2022-2023-pdf-2.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not made any Loans and investments, and have not given any guarantees or provided any securities covered under section 186 of the Companies Act, 2013.

LISTING :

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

DEMATERIALISATION OF EQUITY SHARES :

As per direction of the SEBI and the Bombay Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services India Limited [CDSL] and the demat activation number allotted to the Company is ISIN : INE952C01028. Presently shares are held in electronic and physical mode (99.36% of shares in demat, 0.63% in physical mode)

Cancellation / Write off Forfeited 12384000 Equity Shares of Re.1/- each vide Board Meeting dtd. 10.02.23

The Company had allotted the equity shares as per the allotment advice dated 13/01/1996 of which allotment money was not received from few shareholders and the Company vide its Board Meeting dtd. 03rd May, 2001 had decided and issued the final notice of forfeiture of those shares to the shareholders granting them time of one month for the payment of pending allotment money. The Company had not receive the pending allotment money and resolved to forfeit 1238400 Equity Shares of Rs.10/- each vide their Board Meeting held on 03/10/2001. The Company had received part payment of Rs. 61,87,160/- on 12384000 Equity Shares of Re.1/- each, now the Company has cancelled / written off the said forfeited amount of Rs.61,87,160/- and corresponding 12384000 forfeited Equity Shares of Re.1/- each forming part of the Subscribed and Issued Share Capital Account of the Company vide its Board Meeting dtd 10/02/2023.It is to be noted that there is no change in the Paid up Share capital of the Company.

INDUSTRIAL RELATIONS :

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the workers, staffs and executive staffs for their coordination, co-operation and hope for a continued harmonious relations.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibilities Statement, it is hereby confirmed : (i) that in the preparation of the Annual Financial Statement for the Financial Year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any; (ii) that the Director had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the Financial Year and of the Profit or Loss of the Company for the year under review; (iii) that the Directors had taken proper and sufficient care for the maintenance 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; (iv) that the Directors had prepared the accounts for the Financial Year ended 31^st March, 2023 on a going concern basis. (v) that the internal financial controls laid down by the company are adequate and were operating effectively.

(vi) that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS :

The company has not entered into any contract / agreement with Related Parties and have no transactions with Related Parties during the year under review. There are no materially significant related party transactions i.e. transactions of material nature, with promoters, the directors or the management or their relatives etc. that may have potential conflicts with the interests of the company at large in the financial year 2022-2023. As per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 09^th May, 2018 effective from 1 April, 2019, the listed entity shall formulate a policy on materiality of related party transactions and on dealing with related party transactions and such policy shall be reviewed by the board of directors at least once every three years. The Company has made the policy in 2019 in Board meeting dtd 30.03.2019 and reviewed the policy in Board Meeting dtd 11.02.2022. The compliance with the Corporate Governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V of SEBI (Listing Regulations), 2015 are not applicable to the Company.

GENERAL DISCLOSURE : i) System Driven Disclosures in Securities Market.

The Company has appointed Central Depository Services Limited (CDSL) as Designated Depository for the purpose of System Driven Disclosures in Securities Market pursuant to Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018.

ii) Foreign Investment Monitoring

The Company has provided information of shares held by FPI and NRIs and other foreign investors (Repatriable) to CDSL pursuant to SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated April 05, 2018. iii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

During the year 2022-2023, the Company has not issued any of Equity Shares with differential rights as to dividend, voting or otherwise. iv) Issue of shares (including sweat equity shares) to employees of the Company under any scheme and ESOS.

During the year, the Company has not issued any shares under Employee Stock Option Scheme. v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which could impact the going concern status and the Companys future operations. vi) Disclosure of Secretarial Standards

Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to the Company were followed and complied with during 2022-23. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. vii) Suspension of Securities of the Company

The securities of the Company have not been suspended from trading in the Bombay Stock Exchange. viii) Reconciliation of Share Capital Audit

The Reconciliation of Share Capital Audit of the Company prepared in terms of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018, reconciling the total shares held in both the depositories viz NSDL and CDSL and in physical form with the total issued / paid-up capital of the Company were placed before the Board of Directors every quarter and also submitted to the Stock Exchange(s) every quarter. ix) The Company has complied with all the mandatory requirements of the SEBI (LODR) Regulations, 2015.

ACKNOWLEDGMENT :

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.