To
The Members
Your Directors here by presenting their 12th Annual Report
of your Company on the business and operations of the Company and the Audited Financial
Statements for the financial year ended March 31, 2025.
1. PERFORMANCE HIGHLIGHTS (STANDALONE)
Your Company has performed during the reporting period as follows:
(In Rs.)
Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from operations |
2,00,91,41,654.00 |
189,26,44,330.00 |
| Other income |
4,71,38,616.00 |
4,52,57,784.00 |
Total revenue |
2,05,62,80,271.00 |
1,93,79,02,114.00 |
| EBITDA |
12,57,94,612.00 |
11,47,46,375.00 |
| Less: |
|
|
| Finance Costs |
4,26,99,803.00 |
4,14,59,419 .00 |
| Depreciation |
6,36,57,076.00 |
7,58,47,246.00 |
Profit before tax, exceptional and
extraordinary items |
1,94,37,733.00 |
(25,60,290.00) |
| Add/(Less): Exceptional/Extraordinary
income/(expense) |
0.00 |
0.00 |
Profit before tax |
1,94,37,733.00 |
(25,60,290.00) |
| Less: Taxes on income |
10,56,659.00 |
(30,34,976.00) |
| Current Tax |
35,00,000 |
- |
| Deferred tax |
(24,43,341) |
(30,34,976) |
Profit after tax |
1,83,81,074.00 |
4,74,686.00 |
| EPS Basic |
0.74 |
0.02 |
| EPS Diluted |
0.74 |
0.02 |
Note: Previous year's figures have been regrouped/reclassified
wherever necessary to correspond with the current year's classification/disclosure.
Company's Performance
The Total income from Operations (net) of the Company for the year
under review is Rs. 2,00,91,41,654 as compared to Rs. 189,26,44,330 of the previous year.
Revenue from Operations is increase by approx. 6.16% as compared to previous year. Profit
for the year stood at Rs. 1,83,81,074 as compared to profit of Rs. 4,74,686 in the
previous year. During the reporting year, the company achieved an approximate increase of
3,772.26% in profit compared to the previous year.
Transfer To Reserves
Your Directors do not propose to transfer any amount to the General
Reserves. Full amount of profit carried to reserve & Surplus account of the Company.
2. SHARE CAPITAL
During the year under review, no changes were carried out in the
authorized and paid-up share capital of the Company. The Present Capital of the company is
as follows:
Authorised Share Capital
The Authorised Share Capital of the Company as at 31st
March, 2025 was Rs. 25,00,00,000.00 consists of 2,50,00,000 equity shares of Rs. 10 each.
Issued Paid Up and Subscribed Capital
The Issued, Paid Up and Subscribed Share Capital of the Company as at
31st March, 2025 was Rs. 25,00,00,000.00 consists of 2,50,00,000 equity shares
of Rs. 10 each.
3. DIVIDEND
In the reporting financial, the Company opted to conserve funds;
accordingly, the Board of Directors has not recommended any dividend for the financial
year Year 2024-25.
4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
(Pursuant to Section 134 (3) (m) of the Companies (Accounts) Rules,
2014 and rules made there under)
A. Conservation of energy i.) The steps taken or impact on conservation
of energy: The Company has taken measures and applied strict control system to monitor
day to day power consumption, to endeavor to ensure the optimal use of energy with minimum
extent possible wastage as far as possible. The day to day consumption is monitored and
various ways and means are adopted to reduce the power consumption in an effort to save
energy. ii.) The steps taken by the Company for utilizing alternate sources of energy: The
Company has not taken any step for utilizing alternate sources of energy. iii.) The
capital investment on energy conservation equipment: During the year under review,
Company has not incurred any capital investment on energy conservation equipment.
B. Technology absorption i.) The effort made towards technology
absorption: The Company has not imported any technology and hence there is nothing to
be reported here. ii.) The benefit derived like product improvement, cost reduction,
product development or import substitution: None iii.) in case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) a. The details of technology imported: None b. The year of import:
None c. Whether the technology has been fully absorbed: None d. If not fully absorbed,
areas where absorption has not taken place, and the reasons thereof: None iv.) The
expenditure incurred on Research and Development: During the year under review, the
Company has not incurred any Expenditure on Research and Development
C. Foreign Exchange Earnings & Expenditure: i.) Details of Foreign
Exchange Earnings: (in )
Sr. No. |
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| 1. |
Foreign Exchange Earnings |
- |
- |
ii.) Details of Foreign Exchange Expenditure:
Sr. No. |
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| 1. |
Foreign Exchange Expenditure |
- |
- |
5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiaries, joint ventures or
associates in the period under review.
6. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
There has been no significant events occurred after preparation of the
balance sheet.
7. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company in
the period under review.
8. CHANGE IN THE REGISTERED OFFICE
There has been no change in the registered office of the Company in the
period under review.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board:
As on the date of this report, the Board comprises of following
Directors;
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No. of |
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Date of |
Date of |
Total |
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Category |
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Original |
Appointment |
Directorship2 |
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Name of Director |
Cum |
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No. of Committee1 |
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Appointme |
at current |
including our |
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on |
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Designation |
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Term |
Company |
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March |
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31, 2025 |
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in which |
in which |
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Director is |
Director is |
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Member |
Chairman |
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Chairman & |
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1,47,82,70 |
| Mr. |
Rameshkumar |
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May 08, |
September |
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Whole-time |
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4 |
- |
- |
0 |
Jivrajbhai Ranipa |
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2020 |
24, 2020 |
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Director |
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| Mr. |
Jitendrabhai |
Executive |
August 06, |
October 01, |
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4 |
2 |
- |
36,95,680 |
Gopalbhai Raiyani |
Director |
2020 |
2022 |
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| Mr. |
Pankajbhai |
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Whole-time |
August 06, |
September |
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Becharbhai |
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1 |
- |
- |
NIL |
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Director |
2020 |
24, 2020 |
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Bhimani |
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| Mr. |
Rohankumar |
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Managing |
August 06, |
September |
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Jitendrabhai |
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1 |
- |
- |
NIL |
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Director |
2020 |
24, 2020 |
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Raiyani |
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| Mr. |
Hiteshkumar |
Non-Executive |
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July 29, |
September |
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Chhaganbhai |
Independent |
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1 |
2 |
2 |
NIL |
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2020 |
24, 2020 |
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Chaniyara |
Director |
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Non-Executive |
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| Ms. |
Jyoti |
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July 30, |
September |
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Independent |
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2 |
2 |
2 |
NIL |
Jashvantray Kataria |
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2020 |
24, 2020 |
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Director |
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| Mr. |
Rutvikkumar |
Non-Executive |
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September |
September |
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Prabhudas |
Independent |
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1 |
- |
- |
NIL |
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03, 2021 |
29, 2021 |
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Bhensdadiya |
Director |
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Non-Executive |
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| Mr. |
Chandrakant |
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September |
September |
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Independent |
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1 |
- |
- |
NIL |
Bhimjibhai Gopani |
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03, 2021 |
29, 2021 |
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Director |
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1 Committee includes Audit Committee and Stakeholder's
Relationship Committee across all Public
Companies.
2 Excluding LLPs, Section 8 Company & Struck Off
Companies.
The composition of Board complies with the requirements of the
Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), the Company is exempted from
the requirement of having composition of
Board as per Regulation 17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director
in any other Listed Company and the number of their directorship is within the limits laid
down under section 165 of the Companies Act, 2013.
10. DISCLOSURE BY DIRECTORS
The Directors on the Board have submitted notice of interest under
Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and
declaration as to compliance with the Code of Conduct of the Company.
11. AUDITORS' QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS IN THE
AUDITORS'
REPORT
The Auditors Report contains unmodified opinion on the financial
statements for the period ended March 31, 2025. The statements made by the Auditors in
their Report are self-explanatory and do not call for any further comments.
During the year, BSE imposed a fine for late submission of modified
audit report relating to one observation, which in view of the auditor was unmodified
opinion and was also not marked as modified opinion in the audit report issued by the
auditor for March 31, 2024. The results were initially filed within due time with an
unmodified opinion, in accordance with the auditor's report. However, later
resubmitted with the modified opinion upon receipt of notice from the Exchange. The
Company had applied for a waiver of the fine as there was no late submission in actual,
which is presently under consideration by BSE.
12. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to
comply with the requirement of CSR (Corporate Social Responsibility) provisions for the
Financial 2024-25 as the company had profit of only Rs. 4,74,686 & also networth and
turnover was below the threshold limits in the Previous FY 2023-24. Annual Report on
Corporate Social Responsibility is attached as Annexure-A to the Board Report.
13. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company as on March
31, 2025 is available on the Company's website and can be accessed at
https://angelfibers.com/investor/
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board are held at least once in a quarter.
Additional Board meetings are called & convened, as and when required, to discuss and
decide on various business policies, strategies and other businesses
During the year under review, 6 Board meetings were convened and held,
details of which are as follows:
Sr. No. |
Date of Board meeting |
No. of Directors entitled |
No. of Directors present |
|
|
to attend the meeting |
|
| 01 |
27-05-2024 |
08 |
08 |
| 02 |
02-09-2024 |
08 |
08 |
| 03 |
21-09-2024 |
08 |
08 |
| 04 |
14-11-2024 |
08 |
08 |
| 05 |
18-02-2025 |
08 |
08 |
| 06 |
28-02-2025 |
08 |
08 |
Name of Director |
Number of |
Number of |
Number of |
Presence at the |
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Board |
Board |
Board |
previous AGM |
|
Meeting |
Meetings |
Meeting |
of F.Y. 2023- |
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held |
Eligible to |
attended |
2024 |
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attend |
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Rameshkumar Jivrajbhai Ranipa |
06 |
06 |
06 |
YES |
Jitendrabhai Gopalbhai Raiyani |
06 |
06 |
06 |
YES |
Pankajbhai Becharbhai Bhimani |
06 |
06 |
06 |
YES |
Rohankumar Jitendrabhai Raiyani |
06 |
06 |
06 |
YES |
Hiteshkumar Chhaganbhai |
06 |
06 |
06 |
YES |
Chaniyara |
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Jyoti Jashvantray Kataria |
06 |
06 |
06 |
NO |
Rutvikkumar Prabhudas |
06 |
06 |
06 |
YES |
Bhensdadiya |
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Chandrakant Bhimjibhai Gopani |
06 |
06 |
06 |
NO |
15. GENERAL MEETINGS
During the year under review, only one meeting of members was held and
that was Annual General Meetings held on 25th September, 2024.
16. INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the act that they meet the criteria of independence laid
down in Section 149 (6) of the Act. In the opinion of the Board, all our Independent
Directors possess requisite qualifications, experience, expertise including the
Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014. A separate meeting of Independent Directors was held on
28th February, 2025 to review the performance of Non-Independent Directors and
Board as whole and performance of chairperson of the Company including assessment of
quality, quantity and timeliness of flow of information between Company management and
Board.
17. INFORMATION ON DIRECTORATE
During the year under review, there were no change in constitution of
the Board of Directors of the Company.
In accordance with the provisions of Section 152 and other applicable
provisions if any of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) Mr. Jitendra Gopalbhai Raiyani (DIN:
00284527) is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, have offered himself for re-appointment.
18. DETAILS OF KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, during the FY
2024-25, the Company had, Mr. Rameshkumar Jivrajbhai Ranipa, Chairman and Whole Time
Director, Mr. Pankaj Becharbhai Bhimani, Whole Time Director, Mr. Rohankumar Jitendra
Raiyani, Managing Director, Mr. Ashish Dhirajbhai Desai, Chief Financial officer and Ms.
Reena Jayantilal Kanabar as Company Secretary and Compliance Officer of the Company as Key
Managerial Personnel.
19. PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance board committees and individual directors pursuant to the provisions of the
Act.
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 and Independent
Directors in their separate meeting has 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 preparedness on the issues to be discussed
meaningful and constructive contribution and inputs in meetings etc. In addition, the
chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the
performance of non-independent directors, performance of the board as a whole and
performance of the chairman, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
20. COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has
formed various committees, details of which are given hereunder.
A. Audit Committee: -
The Board of Directors had constituted Audit Committee in line with the
provisions of Section 177 of the Companies Act, 2013. During the year under review, the
Audit Committee met 5 (Five) times during the Financial Year 2024-25, on 27-05-2024,
02-09-2024, 21-09-2024, 14-11-2024 and on 28-02-2025.
The composition of the Committee and the details of meetings attended
by its members are given below:
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Number of meetings during the |
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Financial Year 2024-25 |
Name of the Directors |
Category |
Designation |
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Eligible |
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Held |
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Attended |
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to attend |
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| Mr. |
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Hiteshkumar |
Non-Executive |
Chairperson |
5 |
5 |
5 |
Chhaganbhai Chaniyara |
Independent Director |
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| Ms. |
Jyoti |
Jashvantray |
Non-Executive |
Member |
5 |
5 |
5 |
Kataria |
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Independent Director |
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| Mr. |
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Jitendrabhai |
Executive Director |
Member |
5 |
5 |
5 |
Gopalbhai Raiyani |
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The Statutory Auditors & Chief Financial Officer of the Company are
invited in the meeting of the Committee wherever requires. Further, the Company Secretary
of the Company is acting as Company Secretary to the Audit Committee.
Recommendations of Audit Committee wherever/whenever given have been
accepted by the Board.
Other information
Executives from Accounts, Finance and Secretarial Departments and
representatives of Statutory and Internal Auditors invited to attend Audit Committee
Meetings as and when required.
The Chairman of the Audit Committee was present at the previous Annual
General Meeting of the Company held on 25-09-2024.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behaviour actual or suspected fraud or violation of Company's
Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the website of the Company at
https://angelfibers.com/wp-content/uploads/2022/11/WHISTLE-BLOWE-POLICY.pdf
B. Stakeholder's Relationship Committee:-
The Stakeholder's Relationship Committee had duly formed mainly to
focus on the redressal of Shareholders' / Investors' Grievances if any like
Transfer / Transmission / Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The
Stakeholders Relationship Committee shall report to the Board on a quarterly basis
regarding the status of redressal of complaints received from the shareholders of the
Company.
During the year under review, Stakeholder's Relationship Committee
met 4 (Four) times on 27-05-2024, 02-09-2024, 14-11-2024 and on 28-02-2025. The
composition of the Committee and the details of meetings attended by its members are given
below:
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Number of meetings during the |
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Financial Year 2024-25 |
Name of the Directors |
Category |
Designation |
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Eligible |
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Held |
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to attend |
Attended |
| Mr. |
|
Hiteshkumar |
Non-Executive |
Chairperson |
4 |
4 |
4 |
Chhaganbhai Chaniyara |
Independent Director |
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| Ms. |
Jyoti |
Jashvantray |
Non-Executive |
Member |
4 |
4 |
4 |
Kataria |
|
Independent Director |
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| Mr. |
|
Jitendrabhai |
executive Director |
Member |
4 |
4 |
4 |
Gopalbhai Raiyani |
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|
The Company Secretary of the company acts as secretary for the
Committees & was present in meetings of
Stakeholder's Grievance & Relationship Committee held during
the year.
During the year under review, the Company had not received any
complaint.
C. Nomination and Remuneration Committee
The Nomination and Remuneration committee had duly formed in line with
the provisions of Section 178 of the Companies Act 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removal.
During the year under review Nomination and Remuneration Committee met
02 (two) times on 02-09-2024 and on 28-02-2025. The composition of the Committee and the
details of meetings attended by its members are given below:
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Number of meetings during the |
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Financial Year 2024-25 |
Name of the Directors |
Category |
Designation |
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Eligible |
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Held |
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to attend |
Attended |
| Mr. |
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Hiteshkumar |
Non-Executive |
Chairperson |
2 |
2 |
2 |
Chhaganbhai Chaniyara |
Independent Director |
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|
| Ms. |
Jyoti |
Jashvantray |
Non-Executive |
Member |
2 |
2 |
2 |
Kataria |
|
Independent Director |
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|
|
| Mr. |
|
Rutvikkumar |
Non-Executive |
Member |
2 |
2 |
2 |
Prabhudas Bhensdadiya |
Independent Director |
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|
|
D. Corporate Social Responsibility Committee
The Corporate Social Responsibility committee had duly formed in line
with the provisions of Section 135 of the Companies Act 2013.
During the year under review Corporate Social Responsibility committee
met 01 (one) time i.e. on 02-09-2024. The composition of the Committee and the details of
meetings attended by its members are given below:
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Number of meetings during the |
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Financial Year 2024-25 |
Name of the Directors |
Category |
Designation |
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Eligible |
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Held |
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to attend |
Attended |
| Mr. |
|
Hiteshkumar |
Non-Executive |
Chairperson |
1 |
1 |
1 |
Chhaganbhai Chaniyara |
Independent Director |
|
|
|
|
| Ms. |
Jyoti |
Jashvantray |
Non-Executive |
Member |
1 |
1 |
1 |
Kataria |
|
Independent Director |
|
|
|
|
| Mr. |
|
Jitendrabhai |
executive Director |
Member |
1 |
1 |
1 |
Gopalbhai Raiyani |
|
|
|
|
|
As per the provisions of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to
comply with the requirement of CSR (Corporate Social Responsibility) provisions for the
Financial 2024-25 as the company had profit of only Rs. 4,74,686 & also networth and
turnover was below the threshold limits in the Previous FY 2023-24. However, company
decided not to dissolve the CSR committee.
21. NOMINATION AND REMUNERATION POLICY
The Board of Directors has formulated a Policy to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The policy lays down a framework for selection,
appointment of Directors and Senior Management and for determining qualifications,
positive attributes and independence of Directors. The Board has also formulated a Policy
relating to remuneration of Directors, members and Senior Management and Key Managerial
Personnel.
The Company pays remuneration by way of salary, benefits, perquisites
and allowances to its Executive Directors and Key Managerial Personnel.
The policy is placed on the website of the company at
https://angelfibers.com/wp-content/uploads/2023/02/NOMINATION-REMUNERAION-POLICY.pdf
22. REMUNERATION OF DIRECTORS
The details of remuneration paid during the Financial Year 2024-25 to
Directors of the Company is provided in Form MGT-7 available on website of the company at
https://angelfibers.com/investor/
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loan given, investments made, guarantees given and
securities provided covered under the provisions of Section 186 of the Companies Act, 2013
are provided in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for Related Party Transactions
which are of repetitive nature and/or entered in the Ordinary Course of Business and are
at Arm's Length. There were no contracts, arrangements or transactions which was
executed not in ordinary course of business and/or not at arm's length basis.
Further, there were no related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and at Arm's Length basis. There were no Material Related
Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as
per the last audited financial statement, except as mentioned in AOC-2 attached with the
report as annexure B. Although approval of the shareholders was taken under the provisions
of Section 188 of the Companies Act, 2013 and the rules made thereunder and as amended
from time-to-time inspite of transactions with related party in the ordinary course of
business and at the arm's length basis as an abundant precautionary measure. Members
may refer to the notes to the accounts for details of related party transactions entered
as per Accounting Standard 18.
In line with the requirements of the Companies Act, 2013 and the
Listing Regulations, your Company has formulated a Policy on Related Party Transactions.
The Policy on Materiality of and dealing with Related
Party Transactions as approved by the Board is uploaded on the
Company's website and can be accessed at the Web-link:
https://angelfibers.com/wp-content/uploads/2024/09/RELATED-PARTY-TRANSACTION-1.pdf . The
Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
25. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rules made there under.
A. Information as per Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014:
a) The ratio of remuneration of each director to the median
remuneration of employees for the Financial Year and the Percentage increase in
remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the Financial Year:
|
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Percentage |
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Ratio against |
Increase/ |
Sr. |
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Nature of |
median |
Decrease |
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Name |
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Designation |
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No. |
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Payment |
employee's |
as |
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remuneration |
compared |
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to median |
| 1. |
Mr. |
Rameshkumar |
J |
Chairman & Whole |
Remuneration |
- |
Not |
|
Ranipa |
|
Time Director |
|
|
Applicable |
| 2. |
Mr. |
Jitendrabhai |
G |
|
Remuneration |
0.64:1 |
100% |
|
|
|
|
Executive Director |
|
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|
|
Raiyani |
|
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|
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|
| 3. |
Mr. |
Pankajbhai |
B |
|
Remuneration |
- |
Not |
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|
Whole Time Director |
|
|
|
|
Bhimani |
|
|
|
|
Applicable |
| 4. |
Mr. |
Rohankumar |
J |
|
Remuneration |
1.07:1 |
100% |
|
|
|
|
Managing Director |
|
|
|
|
Raiyani |
|
|
|
|
|
| 5. |
Mr. |
Rameshkumar |
J |
Chairman & Whole |
Sitting Feestd>
| 0.11:1 |
Not |
|
Ranipa |
|
Time Director |
|
|
Applicable |
| 6. |
Mr. |
Jitendrabhai |
G |
|
Sitting Fees |
0.10:1 |
Not |
|
|
|
|
Executive Director |
|
|
|
|
Raiyani |
|
|
|
|
Applicable |
| 7. |
Mr. Pankajbhai B |
|
|
Sitting Fees |
0.10:1 |
Not |
|
|
|
|
Whole Time Director |
|
|
|
|
Bhimani |
|
|
|
|
Applicable |
| 8. |
Mr. Rohankumar J |
|
|
Sitting Fees |
0.10:1 |
Not |
|
|
|
|
Managing Director |
|
|
|
|
Raiyani |
|
|
|
|
Applicable |
| 9. |
Mr. Hiteshkumar C |
|
Non-Executive |
Sitting Fees |
0.10:1 |
Not |
|
Chaniyara |
|
Independent Director |
|
|
Applicable |
| 10. |
Ms. Jyoti J Kataria |
|
Non-Executive |
Sitting Fees |
0.10:1 |
Not |
|
|
|
|
Independent Director |
|
|
Applicable |
| 11. |
Mr. Rutvikkumar |
|
Non-Executive |
Sitting Fees |
0.10:1 |
Not |
|
Prabhudas Bhensdadiya |
Independent Director |
|
|
Applicable |
| 12. |
Mr. Chandrakant |
|
Non-Executive |
Sitting Fees |
0.10:1 |
Not |
|
Bhimjibhai Gopani |
|
Independent Director |
|
|
Applicable |
| 13. |
Ms. Reena Kanabar |
|
Company Secretary |
Remuneration |
1.36:1 |
-1.87 % |
|
|
|
|
& Compliance |
|
|
|
|
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|
|
Officer |
|
|
|
|
|
|
|
|
|
2.31:1 |
100% |
| 14. |
|
|
|
Chief Financial Officer |
Remuneration |
|
|
|
Mr. Ashish D Desai |
|
|
|
|
|
*Median of only those employees are considered who were in employment
for at least 6 months.
** During the year under review, company has paid remuneration to two
Executive Directors and paid sitting fees to all Executive & Non-executive directors,
hence, remuneration and sitting fees both are compared separately. *** We have taken
Median of all the Employees which were on roll for more than 6 months during the year.
b) The percentage increase in the median remuneration of employees in
the financial year:
The median remuneration of the employees in current financial year was
increased by 63.51% over the previous financial year. c) The number of permanent
employees on the rolls of the Company: 25 permanent Employees as on March 31, 2025.
d) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
The average salary of employees has increased by 46.50% during the
financial year. The ratio of managerial remuneration to the median employee remuneration
stands at 1.71:1. It is pertinent to note that there has been a 100% increase in
managerial remuneration compared to the previous financial year, as none of the directors
drew any remuneration in that period due to the company's minimal profit. e)
Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the Remuneration Policy of
the Company.
26. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.
27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY
The company does not have any Subsidiary, Associate or Joint Venture.
28. MATERIAL CHANGES AND COMMITMENT DURING THE YEAR UNDER REVIEW
There was no material change during the year under review.
29. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There were no Material Changes that took place from the end of
Financial Year till the date of this report.
30. INSURANCE
The assets of your Company have been adequately insured.
31. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals which impact the going concern status and the Company's
operations in future.
32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any
nature we have framed Prevention of Sexual Harassment Policy through which we address
complaints of sexual harassment at all workplaces of the Company. Our policy assures
discretion and guarantees non-retaliation to complainants. We follow a gender-neutral
approach in handling complaints of sexual harassment and we are compliant with the law of
the land where we operate. Further, 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. Details of sexual harassment
complaint during the financial year 2024-25: Number of compliant received: 0 Number of
compliant disposed of: 0 Number of compliant pending more than 90 days: 0
33. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT,
1961:
During the year under review, the company had complied with The
Maternity Benefit Act, 1961.
34. COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI
The company is in compliance with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the
Central Government.
35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate and efficient internal and external control
system, which provides protection to all its assets against loss from unauthorized use and
ensures correct reporting of transactions. The internal control systems are further
supplemented by internal audits carried out by the respective Internal Auditors of the
Company and Periodical review by the management. The Company has put in place proper
controls, which are reviewed at regular intervals to ensure that transactions are properly
authorised, correctly reported and assets are safeguarded.
36. PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the
directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of
the Company Act 2013 or any other relevant provisions of the Act and the Rules there under
are not applicable.
37. CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance
practices to ensure that we achieve and will retain the trust of our stakeholders at all
times. Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavor to enhance long-term shareholder value and respect minority
rights in all our business decisions.
As our company has been listed on BSE SME Platform of Bombay Stock
Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance
provisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of sub
regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the
company. Hence Corporate Governance Report does not form a part of this Board Report,
though we are committed for the best corporate governance practices.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 a review of the performance of the Company
for the year under review Management Discussion and Analysis Report is presented in a
separate section which is annexed to this Report as Annexure -C.
39. RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to identify measure
and mitigate business risks and opportunities. This framework seeks to create
transparency, minimise adverse impact on the business objective and enhance the
Company's competitive advantage. This risk framework thus helps in managing market,
credit and operations risks and quantifies exposure and potential impact at a Company
level.
40. DIRECTOR'S 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 the preparation of the annual financial statements for the year
ended March 31, 2025, the applicable accounting standards have been followed with no
material departures; b. the Directors have 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 as at March 31, 2025
and of the profit of the Company for the year ended on that date;
c. the Directors have 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 have prepared the annual financial statements on a
going concern basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
41. STATUTORY AUDITORS
In accordance with provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, the Company has appointed M/s. Chetan
Agarwal & Co., Chartered Accountants (FRN: 120447W) as Statutory Auditors of the
Company to hold the office till conclusion of 15th Annual General Meeting to be
held on the year 2028.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' Report is enclosed with the financial statements
in this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
42. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and the Rules made thereunder, the Company has appointed M/s SCS and Company LLP,
Practicing Company Secretaries as the Secretarial
Auditor of the Company. The Secretarial Audit Report is annexed to the
Board's Report and forms an integral part of this Report as Annexure-D.
Remarks mentioned in Secretarial Audit Report and reply of the
management are as follows:
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Compliance |
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Reply |
from |
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Requirement |
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Management |
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(Regulations/ |
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Sr. |
circulars |
/ |
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Observations/ |
Remarks |
of |
the |
Practicing |
Company |
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Deviations |
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No. |
guidelines |
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Secretary |
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including |
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specific |
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clause) |
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Compliance |
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Following entries were |
modified due |
to incorrect |
name |
Due |
to an |
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Due |
to |
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with |
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capturing and |
later the |
entries |
were corrected |
and |
hence, |
oversight, |
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incorrect |
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Regulation |
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considered delayed by us: |
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the name of |
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name |
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3(5) |
& 3(6) |
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the |
person |
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capturing, |
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SEBI |
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Provider |
Recipient |
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Purpose of |
Mode of |
Date of |
sharing |
the |
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two |
UPSI |
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(Prohibition |
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name |
name |
|
sharing |
sharing |
sharing |
UPSI |
was |
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sharing |
|
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of |
Insider |
|
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Ashish |
Chetan |
|
Tally |
data |
Email |
08-05- |
entered |
|
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records |
were |
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Trading) |
|
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Dhirajbhai |
Agarwal |
& |
sharing to |
|
2024 |
incorrectly. |
| 1. |
|
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modified |
in |
Desai |
Co. |
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statutory |
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Regulations, |
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The |
error |
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the software. |
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auditor of |
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2015 |
w.r.t. |
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was |
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The |
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the |
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(26-05- |
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maintenance |
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subsequently |
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necessary |
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company |
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2025) |
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of |
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corrected |
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corrections |
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for |
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purpose of |
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were |
made |
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audit |
for |
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subsequently; |
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Database |
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the |
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however, the |
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(SDD) |
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financial |
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entries |
are |
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year ended |
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considered |
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31st |
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delayed as a |
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March, |
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result |
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2024. |
|
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|
Chirag |
Rohankumar |
Shared |
Physical |
27-05- |
|
Rajeshbhai |
Jitendra |
audited |
Copies |
2024 |
|
Kundariya |
Raiyani, |
financial |
|
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Rameshkumar |
result |
|
Modified |
|
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Jivrajbhai |
received |
|
(26-05- |
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Ranipa, |
from the |
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2025) |
|
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Jitendra |
statutory |
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Gopalbhai |
auditor of |
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Raiyani, |
the |
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Pankaj |
company |
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Becharbhai |
for the |
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Bhimani, |
year ended |
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Hiteshkumar |
31.03.2024 |
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Chhaganbhai |
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Chaniyara, |
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Jyoti |
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Jashvantray |
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Kataria, |
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Chandrakant |
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Bhimjibhai |
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Gopani, |
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Rutvikkumar |
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P |
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Bhensdadiya |
|
|
|
Narration of entries were not mentioned in the proper tab.
43. COST AUDIT
The Company has appointed M/s Manish Bhagvandas Analkat, Cost Auditor
(Firm Registration No. 100261) as cost auditor for conducting the cost audit in respect of
the products manufactured by the Company as per the provisions of Section 148 of the
Companies Act, 2013 for the period under review. Further, as per Section 148 of the
Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be
ratified at the ensuing Annual General Meeting.
Further, The Company has maintained cost accounts and records in
accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.
44. WEBSITE
As per Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the
Company has maintained a functional website namely
"www.angelfibers.com" containing the information about the Company. The website
of the Company is containing information like Policies, Shareholding Pattern, Financial
and information of the designated officials of the Company who are responsible for
assisting and handling investor grievances for the benefit of all stakeholders of the
Company etc.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the Financial Year 2024-25, there was no application made and
proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any
Financial and/or Operational Creditors against your Company. As on the date of this
report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.
46. GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules 2014 and other applicable provisions of the act and listing regulations
to the extent the transactions took place on those items during the year. Your
Directors further state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend,
voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and ESOS; (iv) There is no revision in the Board Report
or Financial Statement; (v) the details of difference between amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof; (vi) 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;
47. INTERNAL AUDITOR
Pursuant to Section 138 of Companies Act 2013, the Company had
appointed M/s J V Sitapara & Associates, Practicing Chartered Accountants as an
internal auditors of the Company.
48. ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated
service and contribution to the Company.
We also thank our banks, business associates and our shareholders for
their continued support to the Company.
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY
[Pursuant to clause (o) of Sub-Section 3 of Section 134 of the Act and
Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]
1. Brief Outline on the CSR Policy of the Company:
The purpose of Corporate Social Responsibility (CSR) Policy of the
Company is to devise an appropriate strategy and focus for its CSR initiatives and lay
down the broad principles on the basis of which it will fulfill its CSR objectives. The
main objective of CSR Policy of the Company is to demonstrate commitment to the common
good through responsible business practices and good governance; set appropriate standards
of quality in the delivery of services in the social sector by creating robust processes
and replicable models; to operate its business in an economically, socially and
environmentally sustainable manner, while recognizing the interests of all its
stakeholders.
2. #Composition of CSR Committee:
The Company's CSR Committee consist of one Executive Director and
two Independent Directors of the Company, and is chaired by an Independent Director. The
composition of the Committee is set out below:
Name of Members |
Designation/Nature of
Directorship |
No. of CSR Committee Meetings
held during the F.Y. 2024-25 |
No. of CSR Committee Meetings
attended during the F.Y. 2024-25 |
Hiteshbhai Chhaniyara |
Independent Chairman
Non-Executive Director |
1 |
1 |
Jitendrabhai Raiyani |
Executive Director Member |
1 |
1 |
Jyotiben J Kataria |
Independent Member
Non-Executive Director |
1 |
1 |
3. Provide the web-link where Composition of CSR Committee, CSR
Policy and CSR projects approved by the Board are disclosed on the website of the Company:
The Composition of CSR Committee, Company's CSR Policy and CSR
projects are available on the website of the Company Composition of CSR Committee :
http://angelfibers.com/wp-content/uploads/2022/11/COMPOSITION-OF-VARIOUS-COMMITTEES-1.pdf
Company's CSR Policy :
http://angelfibers.com/wp-content/uploads/2022/11/CORPORATE-SOCIAL-RESPONSIBILITY.pdf
4. Details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 if applicable: Not Applicable.
5. Details of the amount available for set off in pursuance of sub-rule
(3) of Rule 7 of the Companies (Corporate Social Responsibility) Rules, 2014 and amount
required for set off for the financial year, if any: 34,993 + 5,00,000 = 5,34,993
6. Average Net Profit of the Company as per Section 135(5): NA
7. #(a) Two percent of average net profit of the Company as per
section 135(5): NA
8. (b) Surplus arising out of the CSR projects or programmes or
activities of the previous financial years: NA (c) Amount required to be set off for the
financial year, if any: NA (d) #Total CSR obligation for the financial year
(7a+7b-7c): NA
#MCA vide its amendment of Companies (Corporate Social Responsibility
Policy) Amendment Rules, 2022 omitted sub rule (2) of Rule 3 of Companies (Corporate
Social Responsibility Policy) Rules, 2014. Hence, limits of 135(1) required to be checked
every year for the compliance requirements for Section 135 of the Act. Accordingly, in the
F.Y. 2024-25 company is not liable to constitute CSR Committee & spend any amount
towards CSR expenditure as company had profit of only Rs. 4,74,686 in the previous
financial year i.e. 2023-24 net worth & turnover is also below the threshold mentioned
under section 135 of the Act. However, company decided not to dissolve the CSR committee.
As the company does not meet any of the criteria specified under Section 135 of the
Companies Act, 2013 for the reporting year, no expenditure has been incurred towards CSR
during the reporting year.
9. (a) Details of CSR Amount spent or unspent for the financial year:
Total Amount |
Amount Unspent (in Rs.) in
Rs.) |
Spent for the Financial
Year (In Rs.) |
Total Amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
|
Amount |
Date of Transfer |
Name of Fund |
Amount |
Date of Transfer |
| - |
- |
- |
- |
- |
- |
(b) Details of CSR Amount spent against Ongoing Projects for the
financial year: Nil
(c) Details of CSR Amount spent against other than Ongoing Projects for
the financial year:
Sr No. |
Name of Project |
Item from the list of
activities in Schedule VII to the Act. |
Local Area (Yes / No) |
Location of
the Project |
Amount spent for the
project (in Rs.) |
Mode of Impleme ntation
Direct (Yes/ No) |
Mode of
Implementation - Through Implementing Agency |
|
|
|
|
State |
District |
|
|
Name |
CSR Registration Number |
| - |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Nil
(g) Excess amount for set-off, if any:
| Sr. No. Particular |
Amount (In Rs.) |
1. Two percent of average net
profit of the company as per section 135(5) |
NIL |
| 2. Total amount spent for the Financial Year |
NIL |
| 3. Excess amount spent for the financial year
[(ii)-(i)] |
NIL |
4. Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
NIL |
| 5. Amount available for set off in succeeding
financial years |
Rs. 5,34,993/- |
| [(iii)-(iv)] |
|
10. (a) Details of Unspent CSR amount for the preceding three financial
years : Nil
Sr No. Prece ding Finan
cial Year |
Amount transferred to
Unspent CSR Account under section 135 (6) (in Rs. ) |
Amount spent in the
reporting Financial Year (in Rs. ) |
Amount
transferred to any fund specified under Schedule VII as per section 135(6),
if any |
Amount remaining to be
spent in succeeding financial years (In Rs.) |
|
|
|
Name of the Fund |
Amount (In Rs.) |
Date of transfer |
|
|
|
Not Applicable |
|
|
|
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s): Nil
Sr No. Project ID |
Name of the Project |
Financial Year in which
the project was commenced |
Project duration |
Total amount allocated
for the project (in Rs.) |
Amount spent on the
project in the reporting Financial Year (in Rs.) |
Status of the project -
Completed /Ongoing |
|
|
|
Not Applicable |
|
|
|
11. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year (asset-wise details): Not Applicable
12. Specify the reason(s), if the Company has failed to spend two
percent of the average net profit as per section 135(5): Not Applicable
ANNEXURE-B RELATED PARTY TRANSACTIONS FORM NO. AOC-2 PARTICULARS OF
CONTRACTS/ARRANGEMENTS MADE WITH RELATED PARTIES
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in Section 188(1) of the Companies
Act, 2013 including certain arm's length transactions under forth proviso thereto
(Pursuant to clause (h) of sub-section (3) of section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
A. Details of contracts or arrangements or transactions not at
arm's length basis:
There were no contracts or arrangements or transactions entered in to
by the Company during the financial year ended on March 31, 2023, which were not at
arm's length basis:
B. Details of material contracts or arrangement or transactions at
arm's length basis:
Sr. |
Particulars |
|
RPT 1 |
No. |
|
|
|
| 1. |
Corporate identity number (CIN)
of the related party |
U46909GJ2024PTC153076 |
| 2. |
Name(s) of the related party and
nature of relationship |
Murlidhar Worldtrade Private Limited |
| 3. |
Nature of contracts/ arrangements/ |
|
Purchase of Goods |
|
transactions |
|
|
| 4. |
Duration of the contracts /
arrangements/ transactions |
F.Y. 2024-25 |
| 5. |
Salient terms of the contracts or |
arrangements or transactions |
NIL |
|
including the value, if any |
|
|
| 6. |
Date(s) of approval by the Board |
|
May 27, 2024 |
| 7. |
Amount paid as advances, if any |
|
N.A. |
| 8. |
Date on which the special
resolution was passed in general meeting as |
September 25, 2024 |
|
required under first proviso to
section 188 |
|
|