To
The Members,
AARNAV FASHIONS LIMITED
The Board of Directors hereby submits the report of the business and
operations of your Company (the Company'), along with the audited financial
statements, for the financial year ended March 31, 2023.
- FINANCIAL RESULTS:
(Amount in Lakh)
PARTICULARS |
2022-2023 |
2021-2022 |
Revenue from Operations |
39691.27 |
42056.83 |
Other Income |
31.83 |
9.47 |
Total Income |
39723.10 |
42066.30 |
Profit/(Loss) before Finance Cost, Depreciation
& Tax |
2001.16 |
3197.14 |
Less: Depreciation /Amortization/Impairment |
762.95 |
742.36 |
Less: Finance Costs |
1143.81 |
1192.53 |
Profit/(Loss) Exceptional items and Tax Expense |
94.40 |
1262.25 |
Profit/(Loss) before Tax |
94.40 |
1262.25 |
Provision for Taxation - Current Tax |
25.00 |
315.00 |
Deferred Tax |
0.77 |
0.77 |
Excess provision for Tax expense for earlier
years |
30.49 |
14.89 |
Profit for the year |
38.14 |
931.58 |
Total Comprehensive Income/Loss |
37.98 |
946.72 |
- REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The Board of Directors of the Company has, at its meeting held on
January 23, 2021, approved a draft scheme of arrangement providing for amalgamation of
Gopi Synthetics Private Limited ("Transferor Company No. 1"), Aarnav Synthetics
Private Limited ("Transferor Company No. 2"), Aarnav Textile Mills Private
Limited ("Transferor Company No . 3"), Symbolic Finance and Investment Private
Limited ("Transferor Company No. 4") and Ankush Motor and General Finance
Company Private Limited ("Transferor Company No. 5") (collectively referred as
"Transferor Companies") with the Company, i.e., Aarnav Fashions Limited ("
AFL" "Transferee Company") (hereinafter referred to as "Scheme")
in accordance with Sections 230 to 232 and other applicable provisions of the Companies
Act, 2013 and other applicable statutory provisions. The Hon'ble NCLT, Ahmedabad Bench has
approved the aforesaid Scheme vide its order dated 10 August, 2022 pronouncing 01 October,
2020 as the "Appointed Date". The certified true copy of the said order was
received on 05 September, 2022 and the order was filed with the Registrar of Companies on
17.09.2022.
Accordingly, the Company has restated financial results for year ended
31 March, 2022 has accounted for the amalgamation scheme using the acquisition method
retrospectively for all the periods presented as prescribed in Ind AS 103- "Business
Combination".
During the year under review, Company has earned total income of Rs.
39723.10 Lakh as against the total income of Rs. 42066.30 Lakh of previous year. The total
income of the company was down by 5.57% over previous year. Further, Profit before Tax in
the financial year 2022-2023 stood at Rs. 94.00 Lakh as compared to Rs 1262.25 Lakh of
last year and Net Profit after Tax stood at Rs. 38.14 Lakh compared to profit of Rs.
931.58 Lakhs for previous year.
- CHANGE IN NATURE OF BUSINESS:
There is no change in business during the year under review.
- TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of
profits for 2022-23 in the Retained Earnings.
- DIVIDEND:
Looking to the marginal profit earned by the Company your Directors
do not recommend any dividend for the financial year ended on 31st March, 2023.
- BOARD MEETING
During the year under review, Board of Directors of the Company met
8 (Eight) times. The dates of the meetings of the Board and attendance of Directors are
mentioned in the Corporate Governance Report as enclosed with this report.
The Board of Directors duly met eight (8) times during the financial
year from 1st April 2022 to 31st March 2023. The dates on which the meetings were held are
May 05, 2022, May 28, 2022, July 28, 2022, August 26, 2022, November 11, 2022,
November 14, 2022, November 19, 2022, February 11, 2023. All the
meetings were conducted through Physical mode.
- BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Nidhi Sanjaykumar Aggrawal, Director (DIN: 08364168), Director
of the Company will retire by rotation at the ensuing 40th Annual General
Meeting and being eligible offers herself for reappointment.
None of the directors of the company is disqualified under the
provisions of the company Act, 2013 or under the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015.
There was no change in the Directors or KMP during the year under
review.
- DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received statements from all the Independent
Directors confirming their alignment with the independence criteria as stipulated under
sub-section (6) of Section 149 of the Companies Act, 2013, as well as under Regulation
16(1)(b) in conjunction with Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In adherence to Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all the Non-Executive Independent Directors of the Company have
duly registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar.
Furthermore, they have successfully included their names in the database for Independent
Directors within the statutory timeline.
The Independent Directors have also affirmed their compliance with
Schedule IV of the Companies Act and the Company's established Code of Conduct.
Pursuant to Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors have validated that
they possess no knowledge of any circumstances or situations, either current or potential,
that could hinder or influence their capacity to fulfil their responsibilities with
impartial and objective judgment, free from external influences.
Throughout the year, the Independent Directors of the Company
maintained a lack of pecuniary relationships or transactions with the Company, apart from
receiving sitting fees, commissions, and reimbursements for expenses related to their
participation in meetings of the Board of Directors and its Committees.
- FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company's Board Members have been given opportunities to
acquaint themselves with the Company, its management, and operations. Directors receive
necessary documents to enhance their understanding of the Company, its operations, and the
industry.
Independent Directors are informed of their roles and responsibilities
upon appointment through a formal letter, including engagement terms. Executive Directors
and Senior Management provide insights into operations, Company values, and structure for
new Non-Executive Directors. This encompasses committee constitution, board procedures,
risk management strategies, etc.
Senior management periodically presents on Company operations, plans,
strategy, risks, and new initiatives, seeking the Board's input. Directors are briefed on
evolving responsibilities and duties. The Board receives summaries of critical regulatory
changes.
Weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-26.pdf.
- POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT
DIRECTORS
Board Members are selected and appointed based on a comprehensive
set of criteria, including ethical standards, personal and professional standing, domain
expertise, gender diversity, and specific qualifications pertinent to the role. The
evaluation process also incorporates the independence criteria defined in Section 149(6)
of the Companies Act, 2013, and Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Following the guidance of the Nomination and Remuneration Committee and
in compliance with Section 178(3) of the Companies Act, 2013, and Regulation 19(4) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
formulated a remuneration policy for Directors, Key Management Personnel (KMPs), and
Senior Management.
We affirm that the compensation provided to Directors aligns with the
stipulations outlined in the Company's Nomination and Remuneration Policy. Weblink for the
same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to- download-25.pdf.
- VIGIL MECHANISM:
The Company has instituted a vigil mechanism, also known as the
Whistleblower Policy. This policy empowers employees to bring forth instances of unethical
behavior, suspected or actual fraud, or breaches of the Company's Code of Conduct to the
attention of management. The adopted mechanism actively encourages individuals to report
genuine concerns or grievances. It also ensures protection against any form of retaliation
for those utilizing the mechanism. In extraordinary situations, direct access to the
Chairman of the Audit Committee is facilitated.
The functionality of this vigil mechanism undergoes periodic reviews by
the Audit Committee. It's noteworthy that none of the individuals who have acted as
whistleblowers have encountered obstacles in accessing the Audit Committee of the Board.
The Whistle Blower Policy of the Company is available on the website of the Company. The
weblink for the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-17.pdf.
- DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c ) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability confirm and state
that
- in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
- the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the company for that period;
- the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
- the Directors had prepared the annual accounts on a going concern' basis;
- the Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; and
- the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
- INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
In terms of Section 134(5)(e) of the Act, the term Internal
Financial Control means the policies and procedures adopted by a company for ensuring
orderly and efficient conduct of its business, including adherence to company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable
financial information.
Internal Control over Financial Reporting (ICFR) remains an important
component to foster confidence in a company's financial reporting, and ultimately,
streamlining the process to adopt best practices. Your Company through Internal Audit
Program is regularly conducting test of effectiveness of various controls. The ineffective
and unsatisfactory controls are reviewed and remedial actions are taken immediately. The
internal audit plan is also aligned to the business objectives of the Company which is
reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the
adequacy and effectiveness of your Company's internal control framework. Adequate
internal financial controls are in place which ensures the reliability of financial and
operational information. The regulatory and statutory compliances are also ensured.
- ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its
website at www.aarnavgroup.com. By virtue of amendment to Section 92(3) of the
Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form
MGT-9) as part of the Board's report. The weblink of Annual Return is https://aarnavgroup.com/wp-content/uploads/2021/09/Click-here-to-
download.pdf
- SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:
Since the company does not have any Subsidiary / Joint Ventures /
Associate Concerns, no financial position of such concern(s) are required to be included
in the financial statement.
- AUDITORS:
- Statutory Auditors
As per the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Nahta Jain & Associates, Chartered
Accountants, Ahmedabad (ICAI Registration No. 106801W) were appointed as Statutory
Auditors of the Company for a period of five years from the conclusion of the 36thAGM
to the conclusion of the 41stAGM to be held in 2024.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on
the Accounts for the financial year ended on March 31, 2023 and has noted that the same
does not have any reservation, qualification or adverse remarks. However, the Board
decided to further strengthen the existing system and procedures to meet all kinds of
challenges and growth in the coming years.
- SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/S Ravi Kapoor & Associates, a firm of Company Secretaries
in practice, to conduct the Secretarial Audit of the Company for the financial year
2022-2023.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the
year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of
the Companies Act, 2013 and has noted that during the year, the Company does not have any
reservation, qualification or adverse remarks. The secretarial Audit Report is attached in
Annexure- A of this Annual Report.
Annual Secretarial Compliance Report
The Company has filed the Annual Secretarial Compliance Report for
the year 2022-23 with the BSE Ltd. The report was received from a Practicing Company
Secretary and filed within the stipulated time as specified under Regulation 24A of the
SEBI (LODR) Regulations.
- INTERNAL AUDITOR
Pursuant to provision of Section 138 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and section 179 read with Rule 8(4) of the Companies
(Meeting of Board and its Power) rules, 2014 the Company has appointed M/s Mayur B Parikh
(Firm Regn. No. 137505W) Chartered Accountants as Internal auditor of the Company for the
Financial Year 2022-2023.
- COST AUDITORS
Your Company maintained the required cost records as specified by the
Central Government under sub-section (1) of section 148 of the Act. On the recommendation
of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co.,
Cost Accountants, Ahmedabad as Cost Auditors of the Company for financial year ended on
31st March 2023.
The remuneration of Cost Auditors has been approved by the Board of
Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013
and Rules thereunder requisite resolution for ratification of remuneration of the Cost
Auditors by the members has been set out in the Notice of the 40th Annual
General Meeting of your Company
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 and rule
8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are as under:
- Conservation of Energy:
- the steps taken or impact on conservation of Energy
The company has installed inverters / AC drives to save the
power.
- Other necessary energy conservation measures are taken on day to day
basis.
- The Company has installed various resources saving machineries i.e.
Caustic Recovery Plant (CRP) for reuse of Caustic.
- the steps taken by the unit for utilizing alternate sources of energy
- The company has installed hot water collector which enables the
reuse of hot water.
- The company has installed power generator system from the Steam based
boiler for the power generation for self consumption
- the capital investment on energy conservation equipment during the year :- NIL
- Technology Absorption:
- The efforts made towards technology absorption
- Efforts were made to adopt new technology by installing new
improved/developed machines.
- Implemented and successfully executed ERP system
- the benefits derived as a result of above efforts
- Quality of fabric processed improved by adoption of new
technology
- Cost Efficient use
- Increased Productivity and Efficiency
- Data Analysis and Reporting
- Risk analysis and prepare performance reports
- In case of Imported technology (imported during the last three years reckoned from the
beginning of the financial year):
The company has imported various imported Machineries for Printing
Process, Laser Engraving
Work, Finishing Processes, etc during the last three years for
betterment of Finished quality in terms of Design Sharpness and Brightness and also for
smoother and faster cloth processing of Raw Cloth.
- The expenditure incurred on Research and Development during the year: NIL
- The particulars of foreign exchange earnings and outgoes:
Foreign Exchange Earnings: FY 22-23 FY 21-22
FOB Value of Exports (Rs. in Lakh) 76.99 756.61
Foreign Exchange Outgoes:
C.I.F. Value of Imports (Rs. in lakh)
Raw Materials Cloth 0.00 0.00
Raw Materials- Colour Chemicals 0.00 50.64
Stores & Spares 92.66 50.18
Capital Goods (Pl. & Mach.) 0.00 0.00
Expenditure in Foreign Currency (Rs. in Lakh)
Foreign Travelling 25.06 14.77
Machinery Repairs 45.50 35.32
- 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
- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, Guarantees and investments in terms of
Section 186 of the Companies Act, 2013 for the financial year under review have been
provided in the Notes to Financial Statement which forms part of this Annual Report
- SCHEME OF AMALGAMATION:
Arrangement providing for amalgamation of Gopi Synthetics Private
Limited ("Transferor Company No. 1"), Aarnav Synthetics Private Limited
("Transferor Company No. 2"), Aarnav Textile Mills Private Limited
("Transferor Company No. 3"), Symbolic Finance and Investment Private Limited
("Transferor Company No. 4") and Ankush Motor and General Finance Company
Private Limited ("Transferor Company No. 5") (collectively referred as
"Transferor Companies") with the Company, i.e., Aarnav Fashions Limited
("AFL" / "Transferee Company") (hereinafter referred to as
"Scheme") in accordance with Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013 as amended and rules framed thereunder and in compliance with
the provisions of the Income Tax Act, 1961 with effect from the Appointed Date i.e.
October 1, 2020.
The company has received an observation letter from BSE regarding draft
Scheme of Arrangement on July 14, 2021.
A joint application seeking directions under section 230-232 for the
Scheme of amalgamation was filed with Hon'ble National Company Law Tribunal was file
on August 25, 2021 and scheme was admitted on September 27, 2021.
The aforesaid Scheme of Amalgamation was approved by the Hon'ble
National Company Law the Scheme came into effect from August 10, 2022. The entire business
and whole of the undertaking of all the transferor Companies stands transferred and vested
in the Company effective from October 01, 2020, being the appointed date of the said
Scheme.
- MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report, no other material
changes and commitments which could affect the Company's financial position have
occurred between the end of financial year of the Company and date of this report.
- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order was passed by any competent
authority impacting Company Operation in future.
- SHARE CAPITAL:
A joint application seeking directions under section 230-232 for
the Scheme of amalgamation was filed with Hon'ble National Company Law Tribunal on
August 25, 2021 and scheme was admitted on September 27, 2021. The aforesaid Scheme of
Amalgamation was approved by the Hon'ble National Company Law Tribunal and the Scheme
came into effect from August 10, 2022. The entire business and whole of the undertaking of
all the transferor Companies stands transferred and vested in the Company effective from
October 01, 2020, being the appointed date of the said Scheme.
The Authorised Share Capital of all the Transferor Companies
aggregating to Rs.54,37,50,000/- (Rupees Fifty-Four Crores Thirty-Seven Lakhs and Fifty
Thousand Only) was merged into the Authorised Share Capital of the Transferee Company
The authorized share capital of the Company is Rs.69,47,50,000/-
(Rupees Sixty-Nine Crores Forty-Seven Lakhs and Fifty Thousand only) divided into
6,94,75,000 Equity Shares of Rs. 10/- (Rupees Ten only) each."
- RISK MANAGEMENT:
The Management has evaluated various risks like market risk, credit
risk liquidity risk etc. The management is however, of the view that none of the above
risks may threaten the existence of the Company as robust Risk mitigation mechanism is put
in place to ensure that there is nil or minimum impact on the Company in case any of these
risks materialize.
- CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of section 135 of Companies Act, 2013 are not
applicable.
- RELATED PARTY TRANSACTIONS:
It appears that you've provided a statement regarding a company's
adherence to ethical standards, transparency, and compliance with various regulations
related to related party transactions. In this statement, the company emphasizes that all
contracts, arrangements, and transactions with related parties were conducted in the
ordinary course of business and on an arm's length basis. They state that there were no
material contracts with related parties as defined by the relevant legal provisions.
The company mentions that related party transactions are reviewed and
approved by the Audit Committee as required by the law and listing regulations. They also
state that they have submitted half-yearly disclosures of related party transactions to
the Stock Exchanges in accordance with the listing regulations.
The company has provided a statement of particulars of contracts and
arrangements with related parties as per the prescribed format (Form-AOC-2) in the Board
Report.
The statement clarifies that there were no significant related party
transactions with the company's promoters, directors, management, their relatives,
subsidiaries, or associate companies that could potentially conflict with the interests of
the company and require shareholders' approval under the Listing Regulations.
The form AOC-2 pursuant to section 134 (3)(h) of the Companies Act,
2013 read with the Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed to this
Report as "Annexure B"
- FORMAL ANNUAL EVALUATION:
The Company has established a comprehensive policy for evaluating
the performance of the Board, Committees, and individual Directors, encompassing both
Independent and Non-Executive Directors, as well as Executive Directors.
In accordance with this policy, the Board has conducted an annual
appraisal of its own performance and that of individual Directors, including Independent
Directors. Furthermore, Committees of the Board have conducted self-assessments, with the
results presented to the Chairman of the Nomination and Remuneration Committee for review.
For the evaluation of Independent Directors, the entire Board, except
the Director being evaluated, participated. The performance assessment of the Chairman and
Non-Independent Directors was executed by the Independent Directors, who also evaluated
the overall performance of the Board.
The evaluation of the Board's functionality encompassed various
dimensions, including the degree to which key responsibilities were fulfilled, Board
structure, composition, assignment of duties to Committees, effectiveness of Board
processes, and information flow.
Directors were evaluated on factors such as their presence and
contribution during Board and Committee Meetings, as well as their guidance and support to
management outside these meetings. Additionally, the Chairman underwent assessment of
critical aspects of their role, including setting the Board's strategic agenda and
promoting active engagement among all Board Members.
Evaluation of the Board Committees encompassed the extent of
fulfillment of core responsibilities, adequacy of Committee composition, and efficacy of
meetings. Independent Directors were appraised based on parameters such as qualifications,
experience, knowledge, competence, role fulfillment, teamwork, initiative, commitment,
independence, capacity to express impartial viewpoints, attendance, adherence to the
Company's Code of Conduct and applicable Code for Independent Directors, comprehension of
the Company's operational environment, contribution to strategic decision- making, raising
valid concerns to the Board, interpersonal relations with peers and management, impartial
assessment of Board performance, unbiased opinions, safeguarding confidential information,
and upholding integrity.
The details of the Policy on evaluation of Board's performance are
available on the Company's website and can be accessed through the link:
The terms and conditions of appointment of Independent Directors are
also available on the Company's website and can be accessed through the link: https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-25.pdf.
In the opinion of the Board, the Independent Directors of the Company possess the
requisite qualifications, experience (including proficiency), expertise and hold highest
standards of integrity
- PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
particulars of employees are annexed as Annexure- C to this Report
- DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has in place a policy on prevention, prohibition and
redressal of Sexual Harassment at workplace in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Internal Complaints Committee has been setup to redress the complaints received on the
sexual harassment. All employees of the Company are covered under this policy.
The details of complaints received and disposed of during the financial
year 2022-2023 is as follows
S. No |
Particulars |
Remarks |
A |
Number of complaints of sexual
harassment received in the year |
NIL |
B |
Number of complaints disposed of
during the year |
NIL |
C |
Number of cases pending for more
than ninety days |
NIL |
D |
Number of workshops or awareness
programme against sexual harassment carried out |
NIL |
E |
Nature of action taken by the
employer or District Officer |
NIL |
- LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for
the year 2022-2023 to BSE where the Company's Shares are listed.
- INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
In terms of the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations),
the Company has adopted the "Code of Conduct to Regulate, Monitor and Report Trading
by Insiders" ("the Code"). The Code is applicable to Promoters, all
Directors, Designated persons and connected Persons and their immediate relatives, who are
expected to have access to unpublished price sensitive information relating to the
Company. The Company has also formulated a Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the
PIT Regulations. The aforesaid Codes are posted on the Company's website and can be
accessed by using web link at and is available on our website.
- DETAILS OF COMPOSITION OF AUDIT COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE:
Details of Composition of various Committees including Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee
and attendance of members are mentioned in Corporate Governance Report and the same is
attached with this report.
- CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the
provisions of corporate governance as prescribed under the Listing Regulations. A separate
section on Corporate Governance, forming a part of this Report and the requisite
certificate from the practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-D
- MANAGEMENT DISCUSSION ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2018, the Management's discussion and analysis is set out in this Annual Report as Annexure
E.
- CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against
the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
- 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:
It is not applicable to the Company, during the financial year.
- DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, no frauds were reported by the
auditor to the board.
- SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act,
2013, the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India and notified by Ministry of
Corporate Affairs.
- INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence
Industry based disclosures is not required.
- FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the
Company, which have failed to be implemented.
- CREDIT RATING
The Company has been awarded BBB- (Stable) credit rating for its
long-term fund based/CC/TL and A3 for short term fund based/CC/TL by CRISIL.
- APPRECIATION:
Your Board of Directors would like to formally acknowledge and express
their gratitude for the valuable contributions made by employees across all tiers within
the organization. These contributions have been instrumental in fostering the ongoing
expansion and prosperity of the company.
Additionally, the Board of Directors extends its sincere appreciation
to the business associates, banks, other financial institutions, and shareholders of the
company. Their unwavering support has been pivotal in driving the company's growth
trajectory.
PLACE: AHMEDABAD AND ON BEHALF OF THE BOARD OF DIRECTORS OF DATE:
05.09.2023 AARNAV FASHIONS LIMITED
MR. CHAMPALAL GOPIRAM AGARWAL
CHAIRMAN & DIRECTOR
DIN: 01716421
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