Dear Members,
ANAND RAYONS LIMITED
Your directors have pleasure in presenting the 6th Director's Report of the Company together with the Audited Financial Statements and the Auditors' Report of your company for the financial year ended
March 31, 2024.
FINANCIAL PERFORMANCE
The following are the financial results of the Company for the year ended 31st March, 2024. (Rs. In Lacs)
STATE OF AFFAIRS
Income from operations of the company has increased from Rs. 33650.08 Lacs to Rs. 34425.54 Lacs and Net Profit after Tax has been decreased from Rs. 315.02 Lacs to Rs. 313.19 Lacs. Our Earnings per shares stand at Rs. 2.09.
CHANGE IN NATURE OF BUSINESS
There has been no significant change in the business carried on by the company and it continued to be in business of dealing in various yarn and thread. Though, Company has started manufacturing of fabric for T-shirts, garments, apparels etc. thereby adding another feather in its business and increase in variety of its products.
DIVIDEND
Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company requires funds for its business expansion. Your directors are unable to recommend any dividend for the year ended 31st March, 2024
TRANSFER OF U0NCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:
The Unclaimed Dividend amount is 13,639.50 as on March 31, 2024 which was declared during the FY 2018-19. So the Question of transferring the amount in the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Companies Act, 2013, does not arise.
TRANSFER TO RESERVE
The Company has transferred the whole amount of Profit to Reserve and surplus account as per audited Balance sheet for the year ended on March 31, 2024.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs. 10/- each and the Paid-up Capital of the Company is Rs. 14,98,47,210/- (Rupees Fourteen Crores Ninety-Eight Lacs Forty-Seven Thousand Two Hundred Ten Only) divided into 1,49,84,721 Equity shares of Rs. 10/- each.
MATERIAL CHANGES
There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Shilpa Bakshi (DIN: 07986896), Whole Time Director, retire by rotation and is being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
The following are the List of Directors and KMP of the Company during the year:
*Nilesh Bodiwala reappointed as director of company for further 5 years w.e.f. 30/05/2024 subject to approval of shareholders at the ensuing Annual General Meeting.
EXTRACT OF ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website: www.anandrayons.com
Weblink: https://www.anandrayons.com/upload/annual%20report/draft%20form_mgt_7_23-24.pdf
CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Annual Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is submitting report on corporate governance in "Annexure-1" forming part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is also attached in the Corporate Governance Report.
COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in "Annexure A" in the Corporate Governance Report.
NUMBER OF MEETING HELD DURING THE YEAR: -
The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in "Annexure A" in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for thatyear;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and 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.
STATUTORY AUDITORS
Board recommends to re-appoint M/s M.R. Bombaywala & Co., (ICAI Firm Registration No 123117W), Chartered Accountants as Statutory Auditors of the Company for a second term of five years from FY 2024-25 subject to approval of shareholders at the ensuing Annual General Meeting.
The Auditors' Report for FY 2023-24 forms part of the Annual Report and does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s. Paliwal & Co. (Formerly Alpesh Dhandhlya & Associates), Practicing Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2023-24. A Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as "Annexure 2".
Further, they are appointed to conduct secretarial audit for FY 2024-25 at a board meeting held on 28/05/2024.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors had appointed M/s Sutarwala & Associates, Chartered Accountants, Surat as Internal Auditors of Company for FY 2024-25 at a board meeting held on 28/05/2024.
The Company continued to implement their suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
COST AUDITORS
Provisions for Cost Auditors are not applicable to the Company.
LOANS, GUARANTEES AND INVESTMENT
Pursuant to the provisions of Section 186 of the Companies Act 2013, with respect to a loan, guarantee, security or investments covered under are disclosed in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year ended March 31, 2024, your Company did not enter into any Related Party Transaction which requires prior approval of the Members of the Company. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. There have been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended March 31, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology, absorption, foreign exchange earnings and outgo as required U/S 134(3)(m) of Companies Act 2013 are as under:
? Conservation of Energy: *
Steps taken / impact on conservation of energy: N.A.
Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil
Capital investment on energy conservation equipment: NIL
*Your Company is in Business of trading of Yarn, so in trading business there is no need of Conservation of Energy.
? Technology Absorption: *
The efforts made towards technology absorption: N.A.
The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.
*Your Company is in Business of trading of yarn, so in trading business there is no need of Technology Absorption.
? Foreign exchange earnings and Outgo
There is neither Foreign Exchange earned in terms of actual inflows nor the Foreign Exchange outgo during the year in terms of actual outflows in the Company.
RISK MANAGEMENT POLICY
The company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required.
CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY
The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.
PARTICULARS OF DEPOSITS
Company has not accepted any deposits falling within purview of the section 73 to 76 of The Companies Act, 2013 read with rules made there under. There are no overdue public deposits, unclaimed public deposits as on the last day of financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
Your directors confirmed that no significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status and companies' operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has a well-established Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per
"Annexure-3".
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company i.e. www.anandrayons.com All new Independent
Directors (IDs) included in the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board Constitutions and its procedures.
DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013. There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.
Company has taken declaration from all the independent directors at the time of appointment. All the independent directors have been registered and passed with the Indian Institute of Corporate Affairs as per Companies (Appointment and Qualification of Directors) Amendment Rules, 2021.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Directors. Independent Directors met separately on 29th March, 2024, inter alia, to review the performance of Non-Independent Directors, the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.
EXTRA ORDINARY GENERAL MEETING/POSTAL BALLOT
During the year, no Extra Ordinary General Meeting / Postal Ballot was held by Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy /vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.anandrayons.com
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. This code is also placed on the website of company at www.anandrayons.com
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of Company.
FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.
INSURANCE
All the properties and the Insurable Interest of the company Including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.
ANNUAL EVALUATION
During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board.
? The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
? The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
? The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like decision making, participation in meeting, overall performance, etc. In addition, the chairman was also evaluated on the key aspects of his role.
? The Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
? The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors held on 31st March, 2024.
? The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure 4" of Board's Report.
BUSINESS RESPONSIBILITY REPORT
The Company has been exempted from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.
CEO/ CFO CERTIFICATION
The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is also published in this report.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.
A declaration signed by the Company's Managing Director for the compliance of this requirement is published in this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Alpesh Paliwal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate forms part of this annual report.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company always endeavours to create and provide an environment which is safe, free from discrimination and harassment including sexual harassment to every individual in the premises. As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY CODE 2016
During the year under review, there were no applications made proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.
ACKNOWLEDGMENT
Your Directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Company's progress, as partners, through their continued support and co-operation.
Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.