Dear Shareholders,
Your Directors are pleased to present 40 Annual Report together with
Audited Statement of Accounts of the Company for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
|
Standalone |
Consolidated |
Parculars |
2022-23 |
2021-22 |
2022-23 |
*Revenue from operaons |
1,45,778.22 |
1,49,145.95 |
1,45,778.22 |
Other Income |
786.85 |
435.91 |
786.85 |
Total revenue |
1,46,565.07 |
149,581.86 |
1,46,565.07 |
EBIDTA |
10,314.85 |
16,606.47 |
10,314.32 |
EBIDTA Margin (%) |
7.08 |
11.10 |
7.08 |
Finance Costs |
3,599.41 |
3,593.89 |
3599.42 |
Depreciaon and amorzaon
expense |
5,651.87 |
5,055.83 |
5651.87 |
Pro t before tax |
1,063.57 |
7,956.76 |
1063.03 |
Current Tax |
435.59 |
1,403.55 |
435.59 |
Deferred tax |
(88.76) |
1,471.78 |
(88.76) |
Pro t aer tax |
716.74 |
5,081.43 |
716.20 |
Other comprehensive income for
the year, net of tax |
74.92 |
13.06 |
74.92 |
Total comprehensive income for
the year |
791.66 |
5,094.49 |
791.12 |
Earnings per share (Basic) |
1.43 |
10.14 |
1.42 |
Earnings per share (Diluted) |
1.41 |
10.01 |
1.41 |
*Revenue from operaons excludes other operave income.
DIVIDEND
In order to conserve the resources of the Company, the Board has not
recommended dividend on equity shares during the year under review.
AMOUNT TRANSFER TO RESERVES
Your directors do not propose to transfer any amount to the reserves.
COMPANY'S PERFORMANCE AND OUTLOOK
Standalone:
Revenues from operaons (net) were at Rs. 1,45,778.22 Lakhs as compared
to Rs. 149,145.95 Lakhs in the previous year. Exports during the financial year 2022-23
were of Rs. 67,719.78 Lakhs as compared to Rs. 66,157.75 Lakhs during the previous year.
The Pro t Before Tax for the full year has declined to Rs. 1,063.57
Lakhs as compared to Rs. 7,956.76 Lakhs and PAT has declined to Rs. 716.74 Lakhs as
compared to Rs. 5,081.43 Lakhs in the financial year 2022-23.
Consolidated:
The Company incorporated a subsidiary "AYM Texle Private
Limited" on June 27, 2022. Accordingly, the Company is required to prepare
consolidated financial statements for the first me for the year ended March 31, 2023.
During the period ended March 31, 2023, subsidiary has not carried any commercial
transacons. Accordingly, the consolidated financial results are tabulated above.
As the subsidiary was incorporated during the FY 2022-23, corresponding
gures for the year ended March 31, 2022 are not required to be furnished in the these
consolidated financial statements.
SHARE CAPITAL AND LISTING
Issue of Employee Stock Opons
Pursuant to the exercise of op_ons by the grantees, the Company has
alloed 1,02,680 equity shares under the AYM ESOP Scheme 2018 and 97,000 equity shares at
the face value of Rs. 10/- each under the AYM ESOP Scheme 2021. The said shares are listed
on The Bombay Stock Exchange Limited and The Naonal Stock Exchange of India Limited.
In compliance with the provisions of Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits) Regula_ons,
2014, as amended thereto, the details of Employees Stock Op_on Schemes of the Company as
on March 31, 2023, are furnished in Annexure A a<ached herewith and forms part of this
Report.
Issue of Equity Shares with Di erenal Rights
The Company does not have any equity shares with differenal rights.
Issue of Sweat Equity Shares
During the year under review, the Company has not issued any sweat
equity share.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Secon 134(3) (c) read with Secon 134(5) of the Act, the
Directors hereby con rm that:
a) in the preparaon of the annual accounts, the applicable Accounng
Standards had been followed along with proper explanaon relang to material departures;
b) the directors had selected such accounng policies and applied them
consistently and made judgments and esmates that are reasonable and prudent so as to give
a true and fair view of the state of a airs of the Company at the end of the financial
year March 31, 2023 and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accoun_ng records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and
detecng fraud and other irregularies; d) the directors had prepared the annual accounts 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 were
operang e ecvely; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and opera_ng e
ecvely.
DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
The Company's Board comprises of a mix of execuve and non-execuve
directors with considerable experience and experse across a range of elds such as nance,
accounts, general management and business strategy.
There has been no change in the composion of Board of Directors and Key
Managerial Personnel during the year under review. The details of the directors and their
meengs held during the year have been given in the Corporate Governance Report, which
forms part of the Annual Report.
Pursuant to the provisions of sub-regulaon (6)(e) of Regulaon 17 of the
SEBI (LODR) Regulaons, 2015, the Members of the Company have approved the remuneraon
payable to Mr. Abhishek Mandawewala, Managing Director and CEO & Mrs. Khushboo
Mandawewala, Whole Time Director of the Company, by passing special resoluon(s) vide
postal ballot noce dated February 4, 2023.
Further, in accordance with the provisions of the Companies Act, 2013
and the Arcles of Associaon of the Company, Mrs. Khushboo A. Mandawewala is rering by
rotaon at the 40th Annual General Mee_ng and being eligible has been recommended for
re-appointment as a director liable to rere by rotaon by the Board.
A brief resume and other details as required under the Act and Lisng
Regulaons for re-appointment of Directors is provided in the Noce of the 40th AGM of your
Company.
COMMITTEES OF THE BOARD OF DIRECTORS
Informaon on the Audit commiee, the Nominaon and Remunera_on
commi<ee, the Stakeholders Rela_onship commiee, the Corporate Social Responsibility
Commiee and meengs of those commiees held during the year is given in the Corporate
Governance Report forming part of this Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors of the Company, namely, Mr. Atul Desai, Mr.
Mohan K. Tandon and Mr. K.H. Viswanathan, have given their declaraon that they meet the
eligibility criteria of independence as provided in Secon 149(6) of the Companies Act,
2013 ("The Act") and Regulaon 25(8) of SEBI (LODR) Regulaons, 2015
("LODR") and that there is no change in the circumstances as on the date of this
report which may affect their status as an independent director.
Your Board con rms that in its opinion, all the independent directors
fulfill the condions prescribed under the Act and LODR and they are independent of the
Company and its management. All the independent directors on the Board of the Company are
registered with the Indian Instute of Corporate A airs (IICA), Manesar, Gurgaon,
Haryana-122052 as no ed by the Central Government under Secon 150(1) of the Companies Act,
2013 and are exempted from undergoing online pro ciency self-assessment test.
Policy on Directors' Appointment and Remuneraon including criteria
for determining quali ca_ons, posifive a<ributes, independence of a director and other
ma<ers provided under sub-secon (3) of secon 178 of the Act is placed on website of the
Company and web link thereto is
hps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
BOARD EVALUATION
During the year under review, the evaluaon of the annual performance of
individual Directors including the Chairman of the Company and Independent Directors,
Board and Commiees of the Board was carried out under the provisions of the Act, relevant
Rules, and the Corporate Governance requirements as prescribed under Regulaon 17 of Lisng
Regulaons and based on the circular issued by SEBI dated January 5, 2017, with respect to
Guidance Note on Board Evaluaon. The Nominaon and Remuneraon Commiee had approved the
criteria for the performance evaluaon of the Board, its commiees and individual Directors
as per the SEBI Guidance Note on Board Evaluaon.
The evaluaon for the performance of the Board as a whole and of the
Commiees were conducted by way of quesonnaires. In a separate meeng of Independent
Directors, the performance of Non-Independent Directors and performance of the Board as a
whole was evaluated. Further, they also evaluated the performance of the Chairman of the
Company, taking into account the views of the Execuve Directors and Non-execuve Directors.
The Nominaon and Remuneraon Commiee reviewed the performance of the
individual Directors based on the criteria such as quali caon, experience, knowledge and
competency, ful lment of funcons, availability and a<endance, iniave, integrity,
contribu_on and commitment etc., and the Independent Directors were addionally evaluated
on the basis of independence, independent views and judgement etc. Further the evaluaon of
Chairman of the Board, in addion to the above criteria for individual Directors, also
included evaluaon based on e ecveness of leadership and ability to steer the meengs,
imparality, etc.
The Chairman and other members of the Board discussed upon the
performance evaluaon of every Director of the Company and concluded that they were sa_s ed
with the overall performance of the Directors individually and that the Directors
generally met their expectaons of performance.
The summary of the feedback from the members were thereaPer discussed
in detail by the members. The respecve Director, who was being evaluated, did not
parcipate in the discussion on his/her performance evaluaon.
They were sa_s ed with the overall performance of the Directors
individually and that the Directors generally met their expectaons of performance.
The Board also assessed the ful llment of the independence criteria as
specified in Lisng Regulaons, by the Independent Directors of the Company and their
independence from the management. The performance of the Board was evaluated by the Board
aPer seeking inputs from all the Directors on the basis of various criteria such as
diversity in the Board, competency of Directors, strategy and performance evaluaon,
evaluaon of performance of the management and feedback, independence of the management
from the Board etc. The performance of the Commiees was evaluated by the Board aPer
seeking inputs from the Commiee members on the basis of criteria such as mandate and
composion, e ecveness of the commiee, independence of the commiee from the Board,
contribuon to decisions of the Board, etc.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR policy of our Company as approved by the Board of
directors' is hosted on the Company's website and web link thereto is hps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
The annual report on CSR, under Rule 8 of the Companies (Corporate
Social Responsibility) Rules, 2014, is annexed as
Annexure B;
MEETINGS OF BOARD OF DIRECTORS
Four meengs of the Board of Directors were conducted during the
financial year 2022-23, details of which are given in the Corporate Governance Report
forming part of the Annual Report. The maximum interval between any two meengs did not
exceed as prescribed in the Companies Act, 2013 and the SEBI (Lis_ng Obliga_ons and
Disclosure Requirements) Regulaons, 2015.
HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company is a subsidiary of Mandawewala Enterprises Limited.
Further, the Board in its meeng held on May 7, 2022, had approved
forming a new Wholly Owned Subsidiary (WOS) Company namely AYM Texles Private Limited (AYM
Texles). As on March 31, 2023 the Company has 1 subsidiary Company and there have been no
commercial transacons during the year. AYM Texles was incorporated vide Cer cate of
Incorporaon dated June 27, 2022 duly issued by the Registrar of Companies, Mumbai.
AYM Texles has yet to commence its business operaons. AYM Texles was
incorporated as WOS of the Company to fulfill the s_pula_ons specified for par_cipa_on
under the New Producon Linked Incenve (PLI) Scheme of GOI for Texles. A report on the
performance and financial posion of (AYM Texles is a<ached in Form AOC-1 as Annexure
C to this Report. The Policy on Material Subsidiaries of the Company is placed on the
website of the Company and can be accessed at hps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
Further, pursuant to the provisions of Secon 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the Company's website at (link).
The Company did not have any joint ventures or associate companies
during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
Parculars of investments made, loans and guarantee given and securies,
if any provided under Secon 186 of the Companies Act, 2013 form part of the notes to the
financial statements.
PARTICULARS OF EMPLOYEES
The statement of disclosures of remuneraon as required under Secon
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneraon of
Managerial Personnel) Rules, 2014, as amended from me to me, is annexed as Annexure E and
forms an integral part of this Report.
The informaon regarding employee remuneraon as required pursuant to
Rule 5(2) and 5(3) of the above Rules is available for inspec_on. A statement showing the
names and other parculars of the employees drawing remuneraon in excess of the limits set
out in the said Rules will be provided upon request. In terms of first proviso to Secon
136 of the Act, the Report and Accounts are being sent to the members and others entled
thereto, excluding the informaon on employees' parculars, which is available for
inspecon by the members. Any member interested in obtaining a copy thereof may write to
the Company Secretary.
None of the employees holds (by himself or along with his / her spouse
and dependent children) more than 2% of the equity shares of the Company.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC)
WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company believes that internal control is a prerequisite of
governance and that acon emanang out of agreed business plans should be exercised within a
framework of checks and balances. The Company has a well-established internal control
framework, which is designed to con_nuously assess the adequacy, e ecfiveness and
efficiency of financial and opera_onal controls. The management is commi<ed to ensuring
an e ecfive internal control environment, commensurate with the size and complexity of the
business, which provides an assurance on compliance with internal policies, applicable
laws, regula_ons and protec_on of resources and assets.
Your Company has well documented Standard Opera_ng Procedures (SOPs)
for various processes which are periodically reviewed for changes warranted by business
needs. The Internal Auditors connuously monitor the efficiency of the internal controls /
compliance with the SOPs with the objecve of providing to the Audit Commiee and the Board
of Directors, an independent, objecve and reasonable assurance of the adequacy and e
ecfiveness of the organisa_on's risk management, control and governance processes.
For the year ended March 31, 2023, the Board is of the opinion that
your Company has sound IFC commensurate with the
nature of its business operaons, wherein adequate controls are in place
and operang e ecvely and no material weakness exists.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated a policy on related party transacons, which
is also available on Company's website at hEps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
This policy deals with the review and approval of related party
transac_ons and any significant modi ca_ons in the said transac_ons. The Board of
Directors of the Company has approved the criteria for making the omnibus approval by the
Audit Commiee within the overall framework of the policy on related party transacons.
Prior omnibus approval is obtained for related party transacons which are of repeve nature
and entered in the ordinary course of business and at arm's length basis. All related
party transacons are placed before the Audit Commiee for review and approval.
All related party transacons entered during the year 2022-23 were in
ordinary course of the business and at arm's length basis. No material related party
transacons i.e., transacon exceeding 10% of the annual consolidated turnover as per the
last audited financial statement, were entered during the Financial Year by your Company.
Accordingly, the disclosure of related party transacons as required under Secon 134(3)(h)
of the Companies Act, 2013, in Form AOC-2 is not applicable to your Company and hence does
not form part of this report.
Members may refer to note no. 48 to the financial statement which sets
out related party disclosures pursuant to IND AS-24.
VIGIL MECHANISM
Your Company is commied to the highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of directors has formulated Whistle Blower
Policy and Vigil Mechanism for its directors and employees and any director or employee
may make protected disclosures to the Chairman of the Audit Commiee. No personnel have
been denied access to the Audit commiee.
ANNUAL RETURN
Pursuant to sec_on 134(3)(a) and sec_on 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administraon) Rules, 2014, a
copy of the annual return is placed on the website of the Company and can
be accessed at hps://www.aymsyntex.com/investors/shareholder-informaon
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservaon of energy:
(i) the steps taken or impact on conservaon of energy:
Installed high efficiency motors in 5 Ulity Machines resulng in saving
of 15% power consumpon.
Installed DIDW (double inlet double width) AHU supply fans by replacing
SISW (Single inlet single width) AHU supply fans resulng in saving of 15% power consumpon.
Replaced 3 Screw compressors with one centrifugal compressor.
Reduce the Speed of Dyeing 11 Pump By Ac drive Installa_on to reduce
energy consumpon by 7.5 Kw/hr.
Jet Cleaning of MEE to reduce energy consumpon by 7.75 KW/hr i.e., 186
Unit/day.
(ii) the steps taken by the Company for u_lizing alternate sources of
energy:
Biomass Boiler installed by replacing Furnace oil boiler for steam
generaon.
(iii) the capital investment on energy conservaon equipment: Rs. 286
Lakhs.
b. Technology absorpon:
(i) The efforts made towards technology absorpon:
Converted Line 6A/6B/7B/7C from PET POY to PET FDY
Converted Line 9/11/14/15 from 4 End to 8 end producon.
Converted 6 BCF manufacturing lines from regular BCF to Alternave
product.
Installaon of 5 new Mother Yarn manufactu -ring lines and 1 IDY
manufacturing lines.
Install 3 new WSF machines to improve the yarn quality
(ii) The benefits derived like product improvement, cost reducon,
product development or import substuon:
Reducon in Energy Consumpon and cost saving
Improvement in product quality
Improvement in machine operang efficiency
Reducon in packing material cost
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): NIL
(iv) Research and Development expenditures:
Rs. in Lakhs
Parculars |
2022-23 |
2021-22 |
Revenue expenditure |
1001.81 |
1,255.64 |
Capital expenditure |
NIL |
23.86 |
Total |
1001.81 |
1279.50 |
c. Foreign Exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual in flows during the year
and the Foreign Exchange outgo during the year in terms of actual oulows.
Earning in Foreign exchange - Rs. 677,19.78 Lakhs
Outgo in Foreign exchange - Rs. 532,53.12 Lakhs
DEPOSITS
The Company has not accepted any deposit within the meaning of Chapter
V to Companies Act, 2013. Further, no amount on account of principal or interest on
deposit was outstanding at the end of the year under report.
STATUTORY AUDITORS
As per Secon 139 of the Companies Act, 2013 (the Act'), read
with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their
39th Annual General Mee_ng have approved the appointment of M/s Price Waterhouse Chartered
Accountants LLP, Chartered Accountants (ICAI Registraon No- 012754N/N-500016), as the
Statutory Auditors of the Company for a second term of 5 years commencing from the
conclusion of the 39th Annual General Meeng ll the conclusion of 44th Annual General
Meeng. The Auditors are holding a valid certificate issued by the Peer Review Board of the
Instute of Chartered Accountants of India.
AUDITORS' REPORT
The Report given by M/s Price Waterhouse Chartered Accountants LLP on
the financial statement of the Company for the year 2022-23 is part of the Annual Report.
There has been no quali caon, reservaon or adverse remark or disclaimer in their Report.
There is no qualified opinion in the Auditors' Report. However, we
refer to para i (c) of Annexure B of Independent Auditor's Report and state that in
respect of documents of tle deeds of residenal ats belonging and in possession of the
Company carrying gross value of Rs. 14.85 lakhs are not traceable. The Company is in the
process of tracing the physical agreements of the aforesaid ats.
COST AUDITOR AND COST RECORDS
In terms of the Secon 148 of the Companies Act, 2013 (the
Act') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the
cost accounts and records have been prepared and maintained by the Company as specified by
the Central Government.
In terms of Secon 148 of the Act read with Companies (Cost Records and
Audits) Rules, 2014 and in accordance with the recommenda_on of the Audit Commi<ee, the
Board of Directors has appointed M/s Kiran J Mehta & Co., Cost Accountants, being
eligible, as Cost Auditors of your Company to carry out the cost audit of products
manufactured by the Company. Your Company has received their wrien consent from M/s Kiran
J Mehta & Co. to the effect that their appointment is in accordance with the
applicable provisions of the Act and rules framed thereunder. The remuneraon of Cost
Auditors has been approved by the Board of Directors on the recommendaon of Audit Commiee
and in terms of the Companies Act, 2013 and Rules thereunder. Requisite resoluon for ra
caon of remuneraon of the Cost Auditors, by the members, has been set out in the Noce of
the 40th Annual General Meeng of your Company.
During the year 2022-23 the Cost Accountants had not reported any
ma<er under Secon 143 (12) of the Act, therefore no detail is required to be disclosed
under Secon 134(3)(ca) of the Act.
Members are requested to rafy remuneraon as xed by the Board of
directors by passing an ordinary resoluon in the Annual General Meeng.
SECRETARIAL AUDITOR AND AUDIT REPORT
The Secretarial Audit of the Company for the financial year 2022-23, as
required under Secon 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneraon of Managerial Personnel) Rules, 2014 and Regulaon 24A of the Lisng
Regulaons, was conducted by Mr. Hitesh J. Gupta, Praccing Company Secretary (CP No.
12722). The Secretarial Audit Report is annexed as Annexure D and forms an integral part
of this Report.
There has been no quali caon, reservaon or adverse remark or disclaimer
in the Secretarial Audit Report. During the year 2022-23, the Secretarial Auditor had not
reported any ma<er under Secon 143 (12) of the Act, therefore no detail is required to
be disclosed under Secon 134(3)(ca) of the Act.
As per the provisions of Regula_on 24A of SEBI (LODR) Regula_ons, 2015,
the Company has obtained an Annual Secretarial Compliance Report for the year ended March
31, 2023 from Mr. Hitesh Gupta, Praccing Company Secretary, who is also the Secretarial
Auditor of the Company. The Annual Secretarial Compliance Report does not contain any
quali caon, reservaon or adverse remark or disclaimer.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year 2022-23, your Company has complied with the applicable
Secretarial Standards issued by the Instute of Company Secretaries of India.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Pursuant to the provisions of SEBI (LODR) Regulaons, 2015, the Company
has obtained a certificate from Mr. Hitesh J. Gupta, Praccing Company Secretary that none
of the Directors on the Board of the Company has been debarred or disqualified from being
appointed or connuing as a Director of the Company by SEBI / Ministry of Corporate A airs
or any such regulatory authority.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors and Secretarial Auditors of the
Company have not reported any fraud to the Audit Commiee or to the Board of Directors
under Secon 143(12) of the Companies Act, 2013.
RISK MANAGEMENT POLICY
The Audit Commiee has been entrusted with the responsibility of
overseeing various organizaonal risks (strategic, operaonal and nancial). The Audit
Commiee also assesses the adequacy of migaon plans to address such risks. An overarching
Risk Management Policy which was approved by the Board is in place. The Company has
developed and implemented an integrated Enterprise Risk Management (ERM) Framework through
which it iden es monitors, migates & reports key risks which impact the Company's
ability to meet its strategic objecves. The ERM team engages with all Funcon heads to
idenfy internal and external events that may have an adverse impact on the achievement of
Company's objecfives and periodically monitors changes in both internal and external
environment leading to emergence of a new threat/risk. These risks are captured in a risk
register with all the relevant informaon such as risk descripon, root cause and any exisng
migaon plans. The risk register is refreshed semi-annually. Risks are categorised into
Strategic, Financial, Operaonal, Compliance & Reputaonal. ERM risk assessments
covering
Company's various businesses and funcons are a key input for the
annual internal audit program. During FY22, the focus was on reviewing e ecveness of acons
taken to migate business, cyber security and other operaonal & Compliance risks.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS
In compliance with the requirements of Regulaon 25(7) of the Lis_ng
Regula_ons, the Company has put in place a Familiarizaon Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilies in the
Company, nature of the industry in which the Company operates, business model etc., so as
to enable them to take well-informed decisions in mely manner. The details of the
Familiariza_on Programme conducted are available on the website of the Company:
hps://aymsyntex.com/investors/corporate-governance/policies-code-compliances
CODE OF CONDUCT
The Company has Code of Conduct for Board members and Senior Management
personnel. A copy of the Code of conduct has been placed on the Company's website for
informaon of all the members of the Board and management personnel.
All Board members and senior management personnel have a rmed
compliance of the same.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in Company's premises through various
interven_ons and pracces. The Company always endeavors to create and provide an
environment that is free from discriminaon and harassment including sexual harassment.
The Company has in place a robust policy on prevenon of sexual
harassment at workplace which is in line with the requirements of POSH Act. The Company
has complied with provisions relang to the constuon of Internal Complaints Commiee
(ICC') under POSH Act. ICC has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary and
trainees) are covered under this policy.
During the year under review, no cases of sexual harassment were
reported in your Company. During the year, the Company has not received any complaints.
There are no complaints pending as at the end of the financial year.
CORPORATE GOVERNANCE
In terms of Regulaon 34 of the Securies Exchange Board of India (Lis_ng
Obliga_ons and Disclosure Requirements) Regulaons, 2015 (hereinaPer "Lisng
Regulaons"), a Report on Corporate Governance along with Compliance Cer cate issued
by Statutory Auditors of the Company is a<ached as
Annexure F and forms integral part of this Report (hereinaPer
"Corporate Governance Report").
Management Discussion and Analysis Statement is separately given in the
Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNALS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impacts the going concern status and Company's operaons in
future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No applicaon was made, or any proceedings led against the Company under
the Insolvency and Bankruptcy Code, 2016; hence the requirement to disclose the details of
applicaon made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016,
against the Company during the year along with their status as at the end of the financial
year is not applicable.
MISCELLANEOUS
During the year under Report, there was no change in the general nature
of business of the Company.
No material change or commitment has occurred which would have affected
the financial posion of the Company between the end of the financial year to which the
financial statements relate and the date of the report.
During the year under Report, no funds were raised through preferenal
allotment or qualified instuonal placement.
CAUTIONARY STATEMENT
The informa_on and statements in the Management's Discussion &
Analysis regarding the objecves, expectaons or ancipaons may be forward-looking within the
meaning of applicable securies, laws and regulaons. Actual results might differ materially
from those either expressed or implied in the statement depending on the circumstances.
ACKNOWLEDGMENT
We take this opportunity to thank the employees for their dedicated
service and contribuon to the Company. We also thank our banks, financial instuons,
business associates, members and other stakeholders and authori_es for their connued
support to the Company. We thank the governments of various countries where we have our
operaons. We thank the Government of India, parcularly the Ministry of Texles. The
Directors appreciate and value the contribuon made by every member of the AYM family.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
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Rajesh R Mandawewala |
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Chairman |
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DIN: 00007179 |
Place: Mumbai |
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Date: 05/05/2023 |
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