To,
The Members,
Minaxi Textiles Limited
Your directors have presenting herewith their 30th Annual Report together
with the Audited Statements of Accounts for the period ended on 31st March,
2025.
FINANCIAL HIGHLIGHTS :
(Rs. in Lakhs)
| Particulars |
Year Ended on 31-03-2025 |
Year Ended on 31-03-2024 |
| (a) Revenue from operations |
2888.47 |
3429.02 |
| (b) Other Income |
57.12 |
83.95 |
| (c) Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
(142.63) |
(199.15) |
| (d) Finance Cost |
164.38 |
126.90 |
| (e) Depreciation and amortization expenses |
47.39 |
58.09 |
| Profit Before Tax |
(69.14) |
(384.14) |
| Tax Expenses |
|
|
| (f) Current Tax |
(0.21) |
7.93 |
| (g) Deferred Tax |
(16.16) |
(80.91) |
Profit for the year |
(52.77) |
(311.16) |
Other Comprehensive income: |
|
|
| (h) (i) Item that will not be reclassified to profit or loss |
|
|
| (ii) Remeasurement of defined benefit plans. |
(5.48) |
2.12 |
| (i) (iii) Income tax relating to items that will not be reclassified to
profit or loss |
0.00 |
0.00 |
| (j) Total Comprehensive income for the year: |
(47.29) |
(313.27) |
OPERATING AND FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:
During the year under report, the company has achieved a gross turnover of Rs. 2888.47
Lacs has resulted in the net loss of Rs. (47.29) Lacs. In view of overall subdued market
conditions, our company has tried their best to perform well during the year under review.
The company has incurred cash losses in current year and preceding financial year.
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.
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 31st March, 2025.
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 company's 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.52.77 Lacs and Comprehensive income of Rs. -5.48
Lac which has been transferred to Profit and Loss Account for the financial year ended on
31st March, 2025, 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 Company's
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. Further 20000 Shares were claimed by shareholders
which were transferred to them through corporate action by RTA on 25.08.2023.The Company
had transferred another 20000 Shares on request of Shareholders through corporate action
by RTA on 20.04.2024. Now the company has 1274600 remaining Unclaimed Shares in Demat
account namely "MINAXI TEXTILES LIMITED UNCLAIMED SUSPENSE ACCOUNT".
POSTAL BALLOT :
The Board of Directors at its meeting held on Saturday, 01st February, 2025,
in compliance with the provisions of Section 110 of the Companies Act, 2013 and Rules made
thereunder, has approved the Postal Ballot Notice dated 01st February, 2025 for
passing resolutions for following two business transactions.
1. Authority to Board to exercise powers to sell, lease or otherwise dispose of the
undertaking or substantially the whole of the undertakings i.e. land having Plot No.
3311/1 total admeasuring area of 4671.38 Sq. Mtr. including unused constructed shed of 725
Sq. Mtr. situated at GIDC Phase IV, Tal : Chhatral, Kalol, Dist. : Gandhinagar, Gujarat,
being unused by the Company.:
Special Resolution
2. Authority to Board to enter into any contract or arrangement with a related party
i.e. the land situated at Plot No. 3311/1 total admeasuring area of 4671.38 Sq. Mtr.
including unused constructed shed of 725 Sq. Mtr. situated at GIDC Phase IV, Tal :
Chhatral, Kalol, Dist. : Gandhinagar, Gujarat, at a lump sum price of Rs.3.45 Crore, to
Bansidhar Textiles Private Limited, the Company in which Director(s) are interested. :
Ordinary Resolution The Board has appointed Mr. Ashok P. Pathak, Practicing Company
Secretary (Membership No. ACS. 9939) of M/s. Ashok P. Pathak & Co., Ahmedabad, as
Scrutinizer for conducting the Postal Ballot in a fair and transparent manner in the same
meeting. Based on the report of the Scrutinizer, Mr. Dineshkumar P. Patel, Managing
Director on Tuesday, 11th March, 2025 confirmed and declared that the Special
Resolution No. 1 set out in the Notice dated 01st February, 2025 had been
passed with requisite majority and Ordinary Resolution No. 2 set out in the Notice dated
01st February, 2025 has failed to pass with requisite majority.
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 2024-2025 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 throughout 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
03.03.2025 for the quarter June, 2024, on 04.03.2025 for the quarter September 2024 and
December 2024, and on 17.04.2025 for the quarter and financial year ended March 2025.
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) Whole time / executive / Promoter directors and 1 (One) non-executive and 4 (Four)
(50%) 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.
During the year under review the Company has appointed Shri Ravikumar G. Patel and Shri
Sandip V. Madriya as an Additional Independent Director w.e.f. 01.04.2024 and confirmed
their appointment as Independent Director in its Annual General Meeting held on
26.09.2024. The first term of five consecutive years of Shri Snehalkumar Patel,
Independent Director expires on 13.09.2025 and Shri Chirag N. Shah, Independent Director
expires on 22.10.2025 the Board of Directors and Nomination and Remuneration Committee in
its meeting held on 15.05.2025 has recommended their appointment for further period of
five years w.e.f. 14.09.2025 and 23.10.2025 respectively.
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 Board's 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 https:// 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
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 2024-25, the Board met Seven (7) times i.e. on 14th May, 2024,
16th July, 2024, 13th August, 2024, 04th September, 2024,
28th October, 2024, 01st February, 2025 and 29th March,
2025. 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.
Attendance of each Member of Board at the meetings held during the year ended on 31st
March, 2025 :
| Name of Directors |
Category |
Status / Designation |
No. of Meeting attended |
| Shri Dineshkumar P. Patel |
Managing Director |
Member |
7 |
| Shri. Kiritkumar S. Patel |
Chairman / Whole Time Director |
Member |
7 |
| Shri. Bharatbhai P. Patel |
Director |
Member |
3 |
| Ms. Sweta B. Patel |
Non ExecutiveDirector |
Member |
7 |
| Shri Snehalkumar R. Patel |
Independent Director |
Member |
7 |
| Shri. Chirag N Shah |
Independent Director |
Member |
7 |
| Shri. Ravikumar G. Patel |
Independent Director |
Member |
7 |
| Shri. Sandip V. Madriya |
Independent Director |
Member |
7 |
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 Director's Meeting
A Separate meeting of Independent Directors held on 01st February, 2025
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.
Ravikumar Ghanshyambhai Patel and Mr. Sandip Viththalbhai Madriya has been included in the
Data Bank on 23.03.2024 and they are yet to pass 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 12th August,
2015 has reconstituted an Audit Committee in line with Section 177 of the Companies Act,
2013. The Committee has further reconstituted on 14th September, 2020 due to
resignation of member of Committee Shri Ghanshyambhai Chinubhai Patel. The Committee has
further reconstituted on 30th March, 2024 due to cessation of Second term of
independent directors Shri Jasvant K. Patel and Shri. Vasudevbhai L. Patel. The Committee
comprising three Directors viz. Mr. Ravikumar G. Patel, Chairman of the Committee and
Shri. Snehalkumar. R Patel, Shri. Dineshkumar P. Patel member of the Committee.
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 Company's 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 Board's approval. The audit Committee reviewed with adequacy of
internal control systems with the management, statutory and internal auditors.
The Committee met 6 (Six) times during the year 2024-2025. The dates on which the Audit
Committee meetings were held are 14/05/2024, 16/07/2024, 13/08/2024, 28/10/2024,
01/02/2025 and 29/03/2025. 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. Mr. Ravikumar G. Patel, being a Chairman of the Audit Committee,
attended the last Annual General Meeting held on 26th September, 2024.
Attendance of each Member of Audit Committee meetings held during the year ended on 31st
March, 2025 :
| Name of Directors |
Category |
Status / Designation |
No. of Meeting attended |
| Shri Ravikumar G. Patel |
Non-executive / Independent |
Chairman |
6 |
| Shri Dineshkumar P. Patel |
Managing Director |
Member |
6 |
| Shri Snehalkumar R. Patel |
Non-executive / Independent |
Member |
6 |
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 30th
May, 2014 has constituted NRC committee and Re-constituted the same vide its meeting held
on 12th August, 2015 which was again reconstituted on 12th November,
2016 and on 13th August, 2018. It was further reconstituted on 12th
February, 2020 and on 30th 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.
Nomination and Remuneration Committee was again reconstituted on 30.03.2024 due to
cessation of Second term of independent directors Shri Jasvant K. Patel and Shri.
Vasudevbhai L. Patel. The Committee comprising three Directors viz. Mr. Sandip V. Madriya
Chairman of the Committee and Shri. Snehalkumar. R Patel, Shri. Kiritkumar S. Patel member
of the Committee.
The Committee met 2 (Two) times during the year 2024-2025. The date on which the
Nomination and Remuneration Committee meetings was held on 13/08/2024, and 01/02/2025.
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 Board's 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 31st March, 2025:
| Name of Directors |
Category |
Status / Designation |
No. of Meeting attended |
| Shri. Sandip V. Madriya |
Chairman and Non executive/ Independent |
Member |
2 |
| Shri Kiritkumar S. Patel |
Non-executive/ Independent |
Member |
2 |
| Shri. Snehalkumar R. Patel |
Non-executive/ Independent |
Member |
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 31st
March, 2025 was NIL. None of the request for transfers, dematerialization and
re-materialization was pending for approval as on 31st March, 2025.
During the year the Stakeholders Relationship Committee were held on 14/05/2024,
13/08/2024, 28/10/2024 and 01/02/2025.
Attendance of each Member of Stakeholder Relationship Committee meetings held during
the year ended on 31st March, 2025 :
| 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
https://minaxitextiles.com/wp-content/uploads/2025/07/CODE-OF-PRACTICES-AND-PROCEDURES.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 Company's 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 :
The Board of Directors vide resolution passed at its meeting on 16/07/2024 has accepted
and approved the non willingness of M/s. Manghani and Co., Chartered Accountants, from the
post of auditors for the financial year 2024-2025 and onwards w.e.f. 05/07/2024. The
company has appointed M/s. Parth R. Shah and Co., Chartered Accountants, Ahmedabad (FRN
-153846W), subject to the approval of the members in their general meeting pursuant to
Section 139(8)(i) of the Companies Act, 2013. The members at Annual General Meeting held
on 26th September, 2024 had approved the appointment of M/s. Parth R. Shah and
Co., Chartered Accountants, Ahmedabad (FRN - 153846W), to hold office until the conclusion
of the 34th annual general meeting of the Company to be held for the financial
year 2028-2029.
Auditors Report :
The comments in the Auditors Report with Notes on Accounts referred to the Auditor's
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 2025-2026.
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 31st March, 2025.
Secretarial Audit Report :
The Secretarial Audit Report for the financial year ended on 31st March,
2025 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) Observation / Remark :-
The Company has submitted financial results for December-2024 under Regulation 33 and
Outcome of the Board Meeting with financial results under Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 but the same are not submitted
under integrated filing as per the SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185
dtd. 31.12.2024.
Reply : The Company has submitted the financial results as per Regulation 30 and 33
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within
prescribed time however, due to inadvertence the Company has not submitted integrated
filing.
(b) Observation / Remark :-
The Company has submitted Investors Complaints for December-2024 under Regulation 13(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but the same
is not submitted under the integrated Governance filing as per the Circular
dtd.31.12.2024.
Reply : The Company has submitted the Investors Grievance as per Regulation 13(3)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within
prescribed time however, due to inadvertence the Company has not submitted integrated
filing.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
Management's 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 2025 -2026. The Internal Auditor's
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 2024-25 is uploaded on the company's website .i.e. link
https://minaxitextiles.com/wp-content/uploads/2025/08/Annual-Return-March-2025-1.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 (99.4% of shares
in demat, 0.6% in physical mode)
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 Director's Responsibilities Statement, it is hereby
confirmed :
(i) that in the preparation of the Annual Financial Statement for the Financial Year
ended 31st March, 2025, 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 31st
March, 2025 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 2024-2025. As
per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
dated 09th May, 2018 effective from 1st 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 it
was further reviewed in the Board meeting dtd 01.02.2025. 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 2024-2025, 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 Company's 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 Company's 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 2024-25. 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.
Regd. Office : |
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Plot No. 3311, GIDC, Phase-IV, Chhatral |
On Behalf of the Board |
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Taluka Kalol, Dist. Gandhinagar(N.G)-382729 |
For, Minaxi Textiles Limited |
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Gujarat |
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Dineshkumar P. Patel |
Kiritkumar S. Patel |
|
Managing Director |
Whole Time Director |
Date: 15/05/2025 |
DIN : 02268757 |
DIN : 00372855 |
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