To,
The Members
Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts tor the Financial Year ended March 31, 2015.
FINANCIAL SUMMARY
FINANCIAL HIGHLIGHTS AND OPERATION
The Key highlights pertaining to the business of the company for the year 2014-15 and period subsequent there to have been given hereunder.
• In view. if the result for the financial year company turnover has been remarkable increase by 11% but profit was decrease by71%. Due to the effect of Depreciation as per Companies Act-2013 otherwise company has been performed very well in this year and Board of directors are hopeful that they will increase the turn over as well as profit even in this recession and stiff competition in the processing sector. The directors are fully hopeful to achieve better results in future years.
• Company has taken the expansion in this year by adding an imported machine Comfit Finish Range machine for better finishing. Board of Director has taken a very big step by adding 100% cotton fabric processing in company for this they added Fully Automatic Yamuna Hydraulic Jigger Machine in this regard.
DIVIDEND
With a view to provide a cushion lor any financial contingencies in the future and to strengthen the financial position of die Company, your Directors have decided not to recommend any dividend for the period under review.
POLLUTION CONTROL
Your directors have pleasure to report that they going to install three stages R. O. System of 1500 KLD which is very important for pollution control measures. And at present in water crisis problem it is very helpful and necessary for us. Our new ETP and to be installed R. O. System is a complete solution of water pollution.
DISCLOSURE OK PARTICULARS
Information under Section 217(2A) of the Companies Act, 1956 read with the Companies( Particulars of Employees) Rules, 1975 and Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption foreign exchange earnings and outgo are given in Annexure forming part of this report.
LISTING OF SHARES
The Shares of the Company are listed m die following Stock Exchanges: - Jaipur Stock Exchange Ltd., Jaipur.Delhi Stock Exchange Association Ltd. New Delhi.
Listing fee has already been paid to both the Stock Exchange for the year 2014-2015 in time.
DIRECTORS
In accordance with the Companies Act, 2013 Shri Sourabh Chhabra, director of the company will retire at the forthcoming Annual General Meeting but being eligible offers themselves for reappointment.
PUBLIC DEPOSIT
The Company has not accepted any fixed deposit from the public within the meaning of Section 73 &76 of the Companies Act, 2013.
APPOINTMENT OF SHARE TRANSFER AGENT
Company has been appointed SEBI Registered Beetal Financial & Computer Services (P) Ltd. New Delhi, as Transfer agent for transfer of shares
DEMAT OF SHARES
Company has been made an arrangement with NSDL and CDSL to convert physical shares into Demat form So member can convert his/her Shares in to demat form.
RESERVES
Your Directors propose to carry Rs. 12. 20 Lac /- being the profit for the current year to the Balance Sheet during the financial year ended March 31, 2015.
CAPITAL STRUCTURE
There is no change in the authorised and paid up share capital of the company during the year.
The Authorised Share Capital of the Company is Rs. 10, 00, 000, 00/- (Rupees Ten crore only) divided into 1 Crore) equity shares of Rs. 10/- each.
The Paid up share capital of the Company is Rs. 5, 03, 17, 500 only) divided into 50, 31, 750) equity shares of Rs. 10/- each.
INDUSTRY SCENARIO AND STATE OF COMPANYS AFFAIRS
Your company is Public Limited companies engaged inter-alia, in the area of Man. Vlade Fabric headquartered at Bhilwara (Raj ), India and not have any subsidiary company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments allotting the financial position of the company have occurred between the end of the fianancial year of the company to which the financial statements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Excecutive Directors and KMPs:
(i) At the Annual General Meeting (AGM) of the Company held on September 30th 2014, the Members had re-appointed Mr. Tilok Chand Chhabra (DIN 00167401) Director
(ii) Mr. Sourabli Chhabra (DIN: 00488493) director is liable to retire by rotation and being eligible offer herself for re-appointment as director of the Company.
2. Independent Directors:
(i) Mr. Sandeep hinger (DIN: 06885495), Mr. Praveen Kumar Korhari (DIN: 06885503 ) and Smt. Divya Rameshchand Kacchara (DIN. 06885490) were appointed as the Independent Directors under the Companies Act. 2013 lor a term of 5 years with effect from 30th May 2014.
(ii) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Board of Directors has appointed Mr. Diucsh Porwal as a CKO and Mr. Ashish Kumar Bagrecha as a CS (ACS 34182) as required under section 203 of the Companies Act, 2013 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel.
MEETINGS OF TH? BOARD OF DIRECTORS
The Board of Directors of the Company met 7 times during the year on 30th May, 2014, 5th August, 2014, 25th September, 2014, 12th November, 2014, 15th December. 20M, 13th February 2015. and 21st March 2015. in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Board independence
Our definition of independence’ of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013: -
(i) Mr. Sandeep hinger (DIN: 06885495)
(ii) Mr. Paveen kumar Kothari (DIN: 06885503 )
(iii) Smt. Divya Rameshchand Kacchara (DIN: 06885490)
Annual evaluation by the Board:
The evaluation framework for assessing the performance of Directors comprises of the following key areas
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and its performance.
iv. Providing perspectives and feedback going beyond information provided by the management.
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. Member of the Board not participated in the discussion of his/her evaluation.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed. Accounting Standards: -
While preparing the annual accounts of the company for the year ended 31st March 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures, if any.
Accounlina Policies: -
The directors have selected such accounting policies and applied them consistently and reasonable and prudent judgment and estimates were made 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 of the company for that period.
Preparation of accounts on a going concern basis: -
The Annual accounts have been prepared on a going concern basis.
The directors had laid down internal financial controls to be followed by the company and such internal financial control is adequate and operating well
Compliance: -
The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such system is adequate and operating effectively.
COMMITTEES OF THE BOARD;
During the year, in accordance with the Companies Act, 2013. the Board has the following 3 (Three) Committees as follows
(1) Audit Committee
(2) Nomination and Remuneration Commmee
(3) Stakeholders' Relationship Committee
PARTICULARS OK CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
Your Company has entered into transactions with the related parties, which are in its ordinary course of business and are carried out on an arm's length basis and hence the provisions of Section 188 are not applicable
OR
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (I) of section 188 of the Companies Act. 2013 including certain arm’s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure III (Format enclosed)
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:
None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of sixty lakh rupees or more or if employed for the part of the financial year was in receipt of remuneration of five lakh rupees or more per month.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES
At the end of the financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies, and the Company has no subsidiary
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES
The Company has no subsidiary
AUDITORS
The Company in its 20th Annual General Meeting (AGM) held on 30th September. 2014 appointed M/s O. P. DAD& Co. (Firm Registration No 002330C), Chartered Accountants, as Statutory' Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the Twenty third Annual General Meeting, subject to the approval of shareholders; however, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM
AUDITORS REPORT
There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.
SECRETARIAL AUDIT REPORT
The requirement of obtaining a Secretarial Audit Report from the practicing company secretary is applicable to the Company
The Board has appointed M/s M Sancheti & Associates. Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report in form MR-3 for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report, The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
APPOINTMENT OF COST AUDITOR
As per the direction given by the Central Government, the Company has based on an application made, received the Government's approval for re-appointment of M's V. K. Goyal & Co. a firm of Cost Accountants as the Cost Auditor of the Company for the year ending 31st March. 2016.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 for the year ended 31st March, 2015 is annexed herewith as "Annexure I.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisiors of Section 135 of The Companies Act, 1956. read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (I) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in sub-section (I) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.
VIGIL MECHANISM
The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report as Annexure IV.
RISK MANAGEMENT POLICY
Risk management is the identification, assessment and taking ???-active measures to face the impact of various risks. Risks may arise from uncertainty in financial markets, project failures, legal liabilities, credit risk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure and policies to safeguard the company against business and other risk to mitigate its impact to the extent possible. The Risk management plans & policies are periodically monitored, reviewed and evaluated and updated from time to time.
PARTICULARS OF LOANS, GUARANTEES OR INVEST MENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of Loans, guarantees or investments made under Section 186 are furnished hereunder:
Details of Loans:
Details of Investments: -
No
Details of Guarantee / Security Provided:
of
recipien
c is proposed to be utilized by the recipient
n
INTERNAL CONTROL SYSTEMS
The Company's internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:
• Timely and accurate financial reporting in accordance with applicable accounting standards
• Optimum utilization, effieient monitoring, timely maintenance and safety of its assets.
• Compliance with applicable laws, regulations and management policies.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company is pleased to report that during the year under reporting, the industrial relations were cordial
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 read with the Companies ( Accounts) Rules,
2014 regarding conservation of energy, and technology absorption docs not apply to your Company.
FOREIGN EXCHANGE EARNINGS A OUTGO
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
There was no case Tilled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe anusphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee
INDUSTRIAL RELATION
Industrial relation remained cordial and peaceful during the year. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company al all levels which have very much contributed to the efficient management of the Company’s affaire and assistance
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreements with the stock exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the annual Report.
ACKNOWLEDGEMENT
The Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, vendors, stakeholders. Central and State government Authorities and other business associates and bankers of the Company. Your Directors take this opportunity to thank all the employees for rendering high quality service to every constituent of the Company’s customers. The employees have worked on principles of honesty, integrity, fair play and this has helped to ensure a sustained excellence in performance Finally Directors would like to convey their gratitude to the members and look forward to their continued support.
For the Financial Year ended on 31st March, 2015
{Pursuant to Section 204 (1) of the Companies Act. 2013 and Rule No. 9 of the Companies (Appointment and Remunerate of Managerial Personnel) Rules, 2014)
To
The Members,
A. K. SPINTEX LIMITED 14 K. M. STONE, BILIYA KALAN CHITTORGARH ROAD BHILWARA-?????? (RAJ. )
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by A. K. SPINTEX LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
??sed on my verification of company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the Information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March,
2015 compiled with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism In place to the extent, In the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. i he Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (’SEBI Act’) -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during Audit Period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Secunties and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during Audit Period)&
(h) The securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during Audit Period)
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(Not Notified hence not applicable to the Company during Audit Period)
(ii) The Listing Agreements entered into by the Company with Jaipur Stock Exchange Limited, Delhi Stock Exchange Limited, National Stock Exchange of India Limited and Centeral Depository Services Limited.
During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except to the extent as mentioned below:
I further report that, having regard to the compliance system prevailing in the company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:
1. The Air (Prevention and Control of Pollution) Act, 1981
2. The Environmert (Protection) Act, 1986
3. The Employees Provident Funds and Miscellaneous Provisions Act, 1952
4. Employees' State Insurance Act, 1948
5. Equal Remuneration Act, 1976
6. The Factories Act, 1948
7. The Industrial Employment (Standing Orders) Act, 1946
8. Maternity Benefit Act, 1961
9. Legal Metrology Act, 2009
10. The Minimum Wages Act, 1948
11. The Payment of Wages Act, 1936
12. The Negotiable Instruments Act, 1881
13. The Water (Prevention and Control of Pollution) Act, 1974
14. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not constituted an internal complaints Committee. However the Company, being certified under Worldwide Responsible Accredited Production (WRAP), has a committee for prevention of sexual harassment of women at work place.
I further report that, during the year under review:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participetion at the meeting.
Majority decisior Is carried through while the dissenting members views are captured and recorded as part of the minutes.
However Company has appointed CFO but form related to the appointment has not been Filed with ROC till date
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
(This report Is to be read with our letter of even date which is annexed as Annexure-A which forms an integral part of this report. )
Annexure-A"
A. K. SPINTEX LIMITED 14 K. M. STONE, BIUYA KALAN CHITTORGARH ROAD
BHILWARA-311001 (RAJ. )
Our report of even date is to be read along with this letter
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct farts are reflected in secretarial records. We beleve that the processes and practices, we followed provide a reasonable basis for our opinion.
3. we have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Where ever required, we have obtained the management representation about the compliance of laws, rules, and regulations and happening of events etc
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Annexure- III
FORM INO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules. 2014.
Form for Disclosure of particulars of contracts arrangements entered into by the company with related parties referred to in sub section (I) of section 188 of the Companies Act, 2013 including certain amis length transaction under third proviso thereto.
I Details of contracts or arrangements or transactions not a Ann ’ s length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
Annexure IV
VIGIL MECHANISM / WHISTLE BLOWER POLICY A. K. SPINTEX LIMITED
1. PREFACE
1. 1. Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted a Code of Conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
1. 2 Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a non-mandatory requirement for all listed companies to establish a mechanism called ‘Whistle Blower Policy’ for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's Code of Conduct.
1. 3. Under these circumstances, A. K. Spintex Limited, being a Listed Company proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.
2. POLICY OBJECTIVES
2. 1. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations, To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, 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 Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases.
2. 2. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
3. SCOPE OF THE POLICY
3. 1 This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.
DEFINITIONS
4. 1. "Alleged wrongful conduct" shall mean violation of law. Infringement of Company's rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority"
4. 2. "Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance guidelines of listing Agreement and Companies Act, 2013.
4. 3. "Board" means the Board of Directors of the Company.
4. 4. "Company" means the A. K. SPINTEX LIMITED and all its offices.
4. 5. "Code" means Code of Conduct for Directors and Senior Management Executives adopted A. K. SPINTEX LIMITED
4. 6. "Employee" means ail the present employees and whole time Directors of the Company.
4. 7. "Protected Disclosure" means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title "SCOPE OF THE POLICY" with resped to the Company. It should be factual and nor speculative or in the nature of an interpret at ion / conclusion mid should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
4. 8. "Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation
4. 9. "Vigilance and Ethics Officer" means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof
4 .10. "Whistle Blower" is an employee or group of employees who make a Protected Disclosure unde this Policy and also referred in this policy as complainant
5 ELIGIBILITY
All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
6 RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES
6 .1 All Protected Disclosures should be reported in writing by the complamant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a dear understanding of the issues raised and should either be typed or written in a legible handwriting in English and Hindi.
6 2 The Protec. ed Disclosure should be submitted in a closed and secured envelope and should be super scribed as "Protected disclosure under the Whistle Blower policy" Alternatively, the same can also be sent through email with the subject "Protected disclosure under the Whistle Blower policy". If the complaint is not super scribed and closed as mentioned above, it will net be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Offcer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. I he Vigilance Officer shall assure that in case any further clarification is required he will get in touch with the complainant
6. 3. The Protected Disclosure should be forwarded under a covering letter signed by the complainant The Vigilance Officer and ethics / Chairman of the Audit Committee/ MD/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
6.4 All Protected Disclosures should be addressed to the Vigilance and ethics Officer of the Company or to the Chairman of the Audit Committee/ MD/ Chairman in exceptional cases. The contact details of the Vigilance Officer are as under: -
Name and Address - Ashish Kumar Bagrecha A. K. SPINTEX LIMITED 14 K. M. Stone, Biliya Kalan Chittor Road, Bhilwara-311001
6 .5 Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman and Managing director of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the Chairman & Director and the Chairman of the Audit Committee arc as under:
6 . 6 On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman & Managing Director / Chairman of the Audit Committee, as the ease may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Office- of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action The record will include:
a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof.
c) Whether the same Protected Disclosure was raised previously on the same subject.
d) Details of actions taken by Vigilance and Ethics Officer Chairman & Managing Director for processing the complaint
e) Findings of the Audit Committee
f) The recommendations of the Audit Committee/ other action(s).
6. 7 The Audit Committee, if deems fit, may call lor further information or particulars from the complainant
7. INVESTIGATION
7 1 All protected disclosures under this policy will be recorded and thoroughly investigated. the Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investiganon
7. 2. The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process
7. 3. Subjects) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
7. 4 Subjcct(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard.
7. 5. Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the Whistle Blower.
7. 6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
7. 7. Unless there are compelling reasons not to do so, subjcct(s) will be given the opportunity to rcspoud to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
7. 8. Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
7. 9. The investigation shall Ik completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.
8. DECISION AND REPORTING
8. 1. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act lias been committed, the Vigilance and Ethics Officer / Chairman of the Audi! Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit it is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable persornel or staff conduct and disciplinary' procedures.
8 2. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
8. 3. In case the Subject is the Chairman & Managing Director of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure
8. 4. If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
8 5. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
9. SECRECY / CONFIDENTIALITY
9. 1. The complainant. Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall
9. 1. 1. Maintain confidentiality of all matters under this Policy
9. 1. 2. Discuss only to the extent or with those persous as required under this policy for completing the process of investigations.
9. 1. 3. Not keep the papers unattended anywhere at any time
9. 1. 4. Keep the electronic mails / files under password.
10. PROTECTION
10. 1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue to perform his duties / functions including making farther Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc
10. 2. A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
10. 3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made cither his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making. such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena
10. 4. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
10. 5. Provided however that the complainant before making a complain! lias reasonable belief that an issue exists and he has acied in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc unrelated to a disclosure made pursuant to this policy
11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
III. The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional eases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.
12. COMMUNICATION
12. 1. A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the company
13. RETENTION OF DOCUMENTS
13. 1. All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.
14 ADMINISTRATION AND REVIEW OF THE POLICY
14. 1. The Chairman & Managing Director shall be responsible for the administration, interpretation, application and review of this policy. The Chief Executive Officer also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.
15. AMENDMENT
15. 1. The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing
ANNKXURE:I T? THE DIRECTORS' REPORT
Statement containing particulars pursuant to the companies (disclosure of particulars in the reports of Board of directors) rules, 1988.
I. CONSERVATION OF ENERGY
Conservation of energy is very high priority area for the company. The efforts are continuing to examine and implement fresh proposals for conservation of energy and minimize its use by regularly monitoring Consumption and improved maintenance of the existing system
FORM "A"
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
FORM "B"