Dear Members,
ANAND RAYONS LIMITED
Your directors have pleasure in presenting the 5th Director's Report
of the Company together with the Audited Financial Statements and the Auditors' Report of
your company for the financial year ended
March 31, 2023.
FINANCIAL PERFORMANCE
The following are the financial results of the Company for the year ended 31st March,
2023.
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| REVENUE FROM OPERATIONS |
33650.08 |
33405.17 |
| OTHER INCOME |
10.43 |
7.48 |
| TOTAL REVENUE |
33660.51 |
33412.64 |
| EXPENSES |
|
|
| (i) Cost of Materials Consumed |
32441.21 |
32117.74 |
| (ii) Employee Benefits Expense |
127.14 |
115.70 |
| (iii) Finance Costs |
289.89 |
387.42 |
| (iv) Depreciation and Amortization Expense |
9.95 |
10.04 |
| (v) Other Expenses |
370.35 |
368.27 |
| TOTAL EXPENSES |
33238.53 |
32999.17 |
| PROFIT BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND |
421.98 |
413.47 |
| TAX |
|
|
| EXCEPTIONAL ITEMS |
- |
- |
| PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX |
421.98 |
413.47 |
| EXTRAORDINARY ITEMS |
- |
- |
| PROFIT BEFORE TAX |
421.98 |
413.47 |
| TAX EXPENSE |
|
|
| Current Tax |
107.13 |
120.45 |
| Deferred Tax |
(0.84) |
(0.91) |
| PROFIT/(LOSS) FOR THE PERIOD |
315.69 |
293.93 |
STATE OF AFFAIRS
Income from operations of the company has increased from Rs. 33405.17 Lacs to Rs.
33650.08 Lacs and Net Profit after Tax has been increased from Rs. 293.93 Lacs to
Rs. 315.69 Lacs in comparison to previous year. Our Earnings per shares stand at Rs. 2.10.
CHANGE IN NATURE OF BUSINESS
There has been no significant change in the business carried on by the company and it
continued to be in business of dealing in various yarn and thread. Though, Company has
started manufacturing of fabric for T-shirts, garments, apparels etc. thereby adding
another feather in its business and increase in variety of its products.
DIVIDEND
Keeping in mind the overall performance and outlook for your Company, your Board of
Directors recommend that this time the company is not declaring dividends as the company
requires funds for its business expansion. Your Directors are unable to recommend any
dividend for the year ended 31st March, 2023
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:
The Unclaimed Dividend amount is 13,639.50 as on March 31, 2023 which was declared
during the FY 2018-19. So the Question of transferring the amount in the Investor
Education and Protection Fund as per the provisions of Section 125(2) of the Companies
Act, 2013, does not arise.
TRANSFER TO RESERVE
The Company has transferred the whole amount of Profit to Reserve and surplus account
as per audited Balance sheet for the year ended on March 31, 2023.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
SHARE CAPITAL
Presently, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees
Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of Rs. 10/- each. However,
Board has approved increase in authorised capital by Rs. 10 Crore but subject to approval
of shareholders in ensuing 5th AGM. The Paid-up Capital of the Company is Rs.
14,98,47,210/- (Rupees Fourteen Crores Ninety-Eight Lacs Forty-Seven Thousand Two Hundred
Ten Only) divided into 1,49,84,721 Equity shares of Rs. 10/- each.
MATERIAL CHANGES
Directors have been periodically reviewing with the Management, the impact of COVID-19
on the Company. During the 1st quarter of the year, your Company had noted slow business
due to COVID impact. For the company, the focus immediately shifted to ensuring the health
and wellbeing of all its employees and In order to ensure smooth functioning, work from
home facility was extended to many of the employees of the company. The Board and the
Management will continue to closely monitor the situation as it evolves and do its best to
take all necessary measures, in the interests of all stakeholders of the Company.
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mrs. Hema Mishra (DIN: 08273565), Whole Time Director,
retire by rotation and is being eligible has offered herself for re-appointment at the
ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under Section 164 of the Companies Act, 2013.
The following are the List of Directors and KMP of the Company during the year:
| DIN /PAN |
Name of Director |
Designation |
Date of Appointment |
Date of Resignation |
| 01942639 |
Anand Gokulbhai Bakshi |
Managing Director |
20/09/2018 |
- |
| 07986896 |
Shilpa Anand Bakshi |
Wholetime Director |
20/09/2018 |
- |
| 08273565 |
Hema Mishra |
Non-Executive Director |
05/11/2018 |
- |
| 08465357 |
Nileshkumar Mangaldas Bodiwala |
Non-Executive Independent Director |
29/05/2019 |
- |
| 09414010 |
Anil Navinchandra Merchant |
Non-Executive Independent Director |
01/12/2021 |
- |
| 09494163 |
Pankesh Patel |
Non-Executive Independent Director |
15/02/2022 |
- |
| AFVPD4430M |
Chetan Gunvantrai Desai |
CFO |
01/10/2018 |
- |
| DGWPM2403J |
Varsha Maheshwari |
Company Secretary |
05/05/2021 |
- |
EXTRACT OF ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the Company's website: www.anandrayons.com
Weblink: http://www.anandrayons.com/upload/annual%20report/draft%20form%20mgt-7%2022-23.pdf
CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporate governance.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange
quarterly. However, as per Regulation 34(3) read with Annual Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Company is submitting report
on corporate governance in "Annexure-1" forming part of this Annual
Report. The requisite certificate from the Auditors of the Company confirming compliance
with the conditions of Corporate Governance is also attached in the Corporate Governance
Report.
COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of the
changes in their composition if any is given in "Annexure A" in the
Corporate Governance Report.
NUMBER OF MEETING HELD DURING THE YEAR:-
The Details of all meeting of Board of Directors and Committee meeting had taken place
during the year and their details along with their attendance, is given in "Annexure
A" in the Corporate Governance Report.
DIRECTORS 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 preparation of annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) 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 or loss of the Company for thatyear;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; 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 operating
effectively.
STATUTORY AUDITORS
In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the
First Annual General Meeting of the Company held on 30th day of September, 2019 has
appointed M/s. M.R. Bombaywala & Co., Chartered Accountants (Firm
Registration no. 123117W), Surat as a Statutory Auditors of the Company to hold the
office until the conclusion of the Sixth Annual General Meeting of the Company.
The Auditors' Report for FY 2022-23 forms part of the Annual Report and does not
contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board
of Directors had appointed M/s. Paliwal & Co. (Formerly Alpesh Dhandhlya &
Associates), Practicing Company Secretaries, Ahmedabad, as Secretarial Auditors of the
Company to conduct the Secretarial Audit for F.Y. 2022-23. A Secretarial Audit Report for
F.Y. 2022-23 is annexed herewith as "Annexure 2".
Further, they are appointed to conduct secretarial audit for FY 2023-24 at a board
meeting held on 29/05/2023.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the
Companies Act, 2013, the Board of Directors had appointed M/s Sutarwala &
Associates, Chartered Accountants, Surat as Internal Auditors of Company for FY
2023-24 at a board meeting held on 29/05/2023.
The Company continued to implement their suggestions and recommendations to improve the
control systems. Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas. Internal Auditor's
findings are discussed with the process owners and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations.
COST AUDITORS
Provisions for Cost Auditors are not applicable to the Company.
LOANS, GUARANTEES AND INVESTMENT
Pursuant to the provisions of Section 186 of the Companies Act 2013, with respect to a
loan, guarantee, security or investments covered under are disclosed in the notes to the
Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year ended March 31, 2023, your Company did not enter into any
Related Party Transaction which requires prior approval of the Members of the Company. All
Related Party Transactions entered into by your Company had prior approval of the Audit
Committee and the Board of Directors, as required under the Listing Regulations.
Subsequently, the Audit Committee and the Board have also reviewed the Related Party
Transactions on a quarterly basis. There have been no materially significant Related Party
Transactions having potential conflict with the interest of the Company. Since all Related
Party Transactions entered into by your Company were in the ordinary course of business
and also on an arm's length basis, therefore, details required to be provided in the
prescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures required
under the Ind AS 24 have been made in the Notes to the Financial Statements for the year
ended March 31, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology, absorption, foreign exchange
earnings and outgo as required U/S 134(3)(m) of Companies Act 2013 are as under:
? Conservation of Energy:*
Steps taken / impact on conservation of energy: N.A.
Steps taken by the company for utilizing alternate sources of energy including waste
generated: Nil
Capital investment on energy conservation equipment: NIL
*Your Company is in Business of trading of Yarn, so in trading business there is no
need of Conservation of Energy.
? Technology Absorption:*
The efforts made towards technology absorption: N.A.
The benefits derived like product improvement, cost reduction, product development or
import substitution: N.A.
In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): N.A.
*Your Company is in Business of trading of yarn, so in trading business there is no
need of Technology Absorption.
? Foreign exchange earnings and Outgo
There is neither Foreign Exchange earned in terms of actual inflows nor the Foreign
Exchange outgo during the year in terms of actual outflows in the Company.
RISK MANAGEMENT POLICY
The company has been exempted under regulation 21 of SEBI (Listing Obligation and
Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is
fully aware of Risk Factor and is taking preventive measures wherever required.
CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY
The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding
constitution of Corporate Social Responsibility (CSR) Committee and spending of at least
2% of average net profit are not applicable to the Company.
PARTICULARS OF DEPOSITS
Company has not accepted any deposits falling within purview of the section 73 to 76 of
The Companies Act, 2013 read with rules made there under. There are no overdue public
deposits, unclaimed public deposits as on the last day of financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
Your directors confirmed that no significant and material orders have been passed by
Regulators or Courts or Tribunals impacting the going concern status and companies'
operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has a well-established Internal Control system to ensure an effective
internal control environment that provides assurance on the efficiency of conducting
business, including adherence to the Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure
pertaining to remuneration as required under section 197(12) of the Companies Act, 2013
read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 are as per
"Annexure-3".
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted by
the Company and is put up on the website of the company i.e. www.anandrayons.com All new
Independent
Directors (IDs) included in the Board are presented with an overview of the Company's
business operations, products, organization structures and about the Board Constitutions
and its procedures.
DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directors duly signed by them
stating that they meet the criteria of independence as provided in section 149(6) of the
Companies Act, 2013. There has been no Change in the circumstances affecting their
status as Independent Directors of the Company so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act, 2013 and the relevant
regulations.
Company has taken declaration from all the independent directors at the time of
appointment. All the independent directors have been registered with the Indian Institute
of Corporate Affairs as per Companies (Appointment and Qualification of Directors)
Amendment Rules, 2021. As per these rules, Mr. Pankesh Patel and Mr. Anil Merchant,
Independent Directors had enrolled and passed exam on 15.12.2022 & 16.12.2022
respectively with the Indian Institute of Corporate Affairs.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent
Directors of the company have complied with the code of Independent Directors. Independent
Directors met separately on 31st March, 2023, inter alia, to review the
performance of Non-Independent Directors, the entire Board and the quality, quantity and
timeliness of the flow of the information between the Management and the Board.
EXTRA ORDINARY GENERAL MEETING/POSTAL BALLOT
During the year, no Extra Ordinary General Meeting was held by Company. But, Company
has passed resolutions through postal ballot on 10.05.2022 for taking approval of
shareholders for regularization of independent directors.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
the Listing Regulations, the Company has formulated Whistle Blower Policy /vigil mechanism
for Directors and employees to report to the management about the unethical behaviour,
fraud or violation of Company's code of conduct. The mechanism provides for adequate
safeguards against victimization of employees and Directors who use such mechanism and
makes provision for direct access to the chairman of the Audit Committee in exceptional
cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the
Company's website at www.anandrayons.com
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code. This code is also placed on the website of company at
www.anandrayons.com
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is not significant in relation to the
nature size of operations of Company.
FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors under Section
143(12) of the Companies Act, 2013.
INSURANCE
All the properties and the Insurable Interest of the company Including building and
stocks wherever necessary and to the extent required have been adequately insured. The
company keeps reviewing the insurance amount every year as per requirement.
ANNUAL EVALUATION
During the year, the Board has carried out the annual evaluation of its own performance
as well as the evaluation of the working of its Committees and individual Directors,
including Chairman of the Board.
? 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 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 decision making,
participation in meeting, overall performance, etc. In addition, the chairman was also
evaluated on the key aspects of his role.
? The Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
? The performance evaluation of the Non-Independent Directors, performance of Board as
a whole including Chairman was carried out by the Independent Directors at a separate
meeting of the Independent Directors held on 31st March, 2023.
? The Board acknowledged certain key improvement areas emerging through this exercise
and action plans to address these are in progress.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as "Annexure 4" of Board's Report.
BUSINESS RESPONSIBILITY REPORT
The Company has been exempted from reporting on Business Responsibility Report as per
Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations,
2015.
CEO/ CFO CERTIFICATION
The MD and CFO of the company required to gives annual certification on financial
reporting and internal controls to the board in terms of Regulation 17(8) of listing
regulation and certification on financial results while placing the financial result
before the board in terms of Regulation 33 of listing regulation and same is also
published in this report.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with
Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for its Board of Directors and senior management and
employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code
is applicable to Directors and senior management and employees to such extent as may be
applicable to them depending upon their roles and responsibilities. The Code gives
guidance and support needed for ethical conduct of business and compliance of law. The
Code reflects the values of the Company viz. Customer Value, Integrity, one team and
Excellence.
A declaration signed by the Company's Managing Director for the compliance of this
requirement is published in this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India which have
mandatory application during the year under review.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Alpesh Paliwal, Practicing Company Secretary has issued a certificate required
under the listing regulations, confirming that none of the Directors on the Board of the
company has been debarred or disqualified from being appointed or continuing as director
of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The
certificate forms part of this annual report.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company always endeavours to create and provide an environment which is safe, free
from discrimination and harassment including sexual harassment to every individual in the
premises. As per the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment. During the year under review, there
were no complaints pertaining to sexual harassment.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY CODE
2016
During the year under review, there were no applications made proceedings pending in
the name of the company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
ACKNOWLEDGMENT
Your Directors wish to extend their sincere thanks to the Government as well as the
Government agencies, banks, customers, shareholders, vendors and other related
organizations who have helped in your Company's progress, as partners, through their
continued support and co-operation.
Your Directors also wish to place on record their sincere appreciation for the
dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that the Company continues to grow and excel.
|
For and on behalf of the Board of Directors, |
|
|
ANAND RAYONS LIMITED |
|
Sd/- |
Sd/- |
|
Anand Bakshi |
Shilpa Bakshi |
|
(Managing Director) |
(Wholetime Director) |
|
(DIN: 01942639) |
(DIN: 07986896) |
| Place: Surat, |
|
|
| Date: August 24, 2023 |
|
|
|