Dear Members,
Your directors are pleased to present their 41st Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended on March 31, 2024.
FINANCIAL PERFORMANCE AND OUTLOOK
Rupees in Lakhs
During the year, the income of the Company from operations decreased by 27.04% from Rs.17,695.46 Lakh to Rs.12,910.42 Lakh. This was primarily due to a slowdown in the export markets and the monetary tightening policies of the central bank. But, due to strict cost control measures adopted and other incomes generated from surplus working capital, the profit after tax increased by 21.41% from Rs.612.43 Lakh to Rs.743.56 Lakh.
The Financial Statements of the Company have been prepared on an IND-AS basis. There was no change in the nature of the business of the company. Further, there has been no material change/commitment that occurred after March 31, 2024, until the date of this report affecting the financial position of the Company except that the company has allotted 31,86,462 equity shares of Rs.10/- each at a premium of Rs.10/- each amounting to Rs.637.29 lakhs on the right basis to the existing shareholders of the company. The Company has complied with all the applicable provisions of the Companies Act, 2013, relevant Rules, and Secretarial Standards issued by the Institute of Company Secretaries of India. The Company has not revised its financial statement or Board's report in any of the three preceding financial years. The key financial ratios as on March 31, 2024, are given at note number 36 of the financial statements and also in the Corporate Governance Report. The Company has neither made any application during the financial year nor any proceeding 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
In view of the requirement of funds for the growth of the Company, the Board of Directors does not recommend any dividend for the year under review.
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, 2024. The 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 except the Authorized Share Capital was increased from Rs.12,75,00,000/- (Rupees Twelve Crore Seventy-Five Lakh Only) divided into 1,27,50,000 (One Crore Twenty-Seven Lakh Fifty Thousand) 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). The 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, equity/preference shares, warrants, or bonds. However, after the closure of the financial year, the Company allotted 31,86,462 equity shares of Rs.10/- each at a premium of Rs.10/- per share on May 27, 2024, on the right basis to the existing shareholders. Out of these 19,09,139 equity shares were allotted to the Promoters by adjusting unsecured loans taken by the company from the Promoters against the share application money. The remaining shares were allotted in cash to the Promoters and the public. Now, the Company's paid-up share capital is Rs.15,93,23,110/-.
INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company was not required to transfer any amount or share to the Investor Education and Protection Fund.
DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
There was no change during the financial year under review. However, after the closure of the financial year Mr. Abhinav Gupta (DIN: 02766867), resigned from the office of Whole Time Director effective from May 31, 2024. Now, he is on the Board of the company as a Non-Executive Director in the Promoter category.
None of the Directors of your Company was 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, 2024. 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 Dr. (Mrs.) Sangeeta Gupta (DIN-00052121), Director, will retire by rotation and, being eligible, offers herself for reappointment.
In view of the change of designation of Mr. Abhinav Gupta from Whole Time Director to Non-executive Director, and the requirement of a Whole-time Director to replace him for the smooth running of the Company, your directors recommend the appointment of Ms. Noor Gupta (DIN: 03611790) as a Whole Time Director for your approval. Presently she is a non-executive Director in the Promoter category.
The following officials 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:
The 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. The balance of funds borrowed from Promoter Directors as on March 31, 2024, was Rs.1,019.59 Lakh. The maximum amount of loan taken from the Directors during the year was Rs.1,306.28 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, Mr. Deepak Bhati-Manager HR and Ms. Manisha Rajput-Manager Export/Import were in the Senior Management as on March 31, 2024. After the closure of the financial year, Mr. Arun Paliwal replaced Mr. Abhijit Chowdhary-Production Manager. There has been no other change in Senior Management since the close of the financial year.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
The 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
M/s 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 39th Annual General Meeting and will continue to act as Statutory Auditors for the financial year 2024-2025.
There are no qualifications, reservations, or adverse remarks in the audit report on the financial statement of the Company for the financial year ended March 31, 2024, which needs any explanation. The Report of the Auditors on the Financial Statements including relevant rules on the accounts for the financial year ended March 31, 2024, are self-explanatory and do not call for any further comments.
COST AUDIT
The provisions relating to Cost Audit don't apply to the Company.
INTERNAL AUDITORS
Pursuant to requirements of section 138 of the Act, M/s Naveen Brahma Nand & Company, Chartered Accountants, was an Internal Auditor for the financial year 2023-2024. The Board has reappointed them for the financial year 2024-2025.
SECRETARIAL AUDIT REPORT
M/s Anil Arora & Associates, Company Secretaries, New Delhi, was appointed as Secretarial Auditors by the Board of Directors, for the financial year 2023-2024, as per provisions of section 204 of the Companies Act, 2013. The Board has re-appointed them for the financial year 2024-2025.
M/s Anil Arora & Associates, Company Secretaries, New Delhi has given a Secretarial Audit Report as per Regulation 24A of Listing Regulations, which is annexed with the 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 performance and that of its Committees as well as the 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, responsibilities 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: http://www.ashnoortex.com/admin/pdf/Familiarization-Program.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 affirm compliance with the code of conduct. They have affirmed compliance with the code for the financial year 2023-2024, and the Managing Director has given a declaration affirming compliance by them. The Code of Conduct is available on the website of the Company on web link: http://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, 2024, 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, 2024, 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, 2024, 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 were 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 2023-2024, nine (9) meetings of the Board of Directors of the Company were held. All the required details of these meetings including the attendance of the Directors of these meetings are given in the Corporate Governance Report.
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/transactions with related parties that 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 46 to the Financial Statements. The Policy on materiality of related party transactions of the Company is available on the Company's website at the web link: http://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. The Company has appropriate control mechanisms and operating effectiveness of the internal financial controls and compliance system in respect of associated risk is reasonable. 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 the Management Discussion and Analysis Report appended hereto.
VARIOUS COMMITTEES OF THE BOARD
The 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 the conservation of energy, technology absorption, foreign exchange earnings, and outgo, as required to be disclosed under the Act, are provided in ‘Annexure-A' to this report and form an integral part of this report.
CORPORATE SOCIAL RESPONSIBILITY
As per requirements of the Companies Act, 2013, your Company has formulated a CSR Policy that includes the Company's 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-B 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. The composition and other details of the Committee are given in the Corporate Governance Report. During the financial year 20232024, the Company was required to incur Rs.17.98 Lakh for Corporate Social Responsibility. The same has been incurred in promoting education, employability, and livelihoods enhancement as per provisions of section 135 of the Companies Act, 2023 including Schedule VII and relevant Rules, and policy of the Company on CSR.
During the financial year 2024-2025, the Company is required to incur a CSR expenditure of Rs.19.81 Lakh. The CSR policy is available on the Company's website at the web link: http://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, 2024, is uploaded on the website of the Company at web link: http://www.ashnoortex.com/admin/pdf/Annual%20 Return-March%2031,%202024%20(2).pdf
VIGIL MECHANISM
Pursuant to the 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, the Company has formed a Vigil Mechanism
in the form of Whistle Blower Policy to freely reporting of any genuine concern to the Chairman of the Audit Committee by any of the Directors or employees 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 Company's website at the web link: http://www.ashnoortex.com/admin/pdf/Whistle-Blower- Policy.pdf
PREVENTION OF INSIDER TRADING
The Company has framed a Code of Fair Disclosure as per provisions of Listing Regulations, which regulates insider trading in the securities of the Company by the Directors and designated persons and ensures transparency It helps to prevent insider trading in the securities and ensure. The said Code is available on the Company's website at the web link: http://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
The Company has not paid any Commission to the Managing Director and Whole Time Director. The Company had 313 permanent employees on the rolls of the Company as on March 31, 2024. There 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 or Guarantee nor provided any security in connection with a loan, which is covered under section 186 of the Act. The Company has invested the additional funds for the time being available with the Company as given in note numbers 3 and 6 in the Balance Sheet.
COMPLAINT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No complaint was received for sexual harassment by the Internal Complaints Committee set up under the captioned Act in the financial year 2023-2024. Therefore, no complaint was pending for redressal on March 31, 2024.
ACKNOWLEDGMENT
Your directors place on record their appreciation for the wholehearted support and valuable cooperation extended to the Company by the Banks, Central and State Government Authorities, Stock Exchange, Regulatory Authorities, and stakeholders for their continued cooperation and support to the Company and also express their gratitude and thanks to Shareholders, Customers, Suppliers, other business associates and employees at all level.