To the Members,
Your Directors are pleased to present the 32nd annual report of Anirit
Ventures Limited (formerly Flora Textiles Limited) ('AVL' or 'the Company') along with its
audited financial statements for the financial year ended 31st March, 2025, as
compared to the previous financial year, is summarized below.
FINANCIAL RESULTS:
The Company's financial performance, for the year ended 31st March, 2025 is
summarised below:
| Particulars |
For the financial year ended |
|
31st March, 2025 |
31st March, 2024 |
| Revenue from Operation |
9.63 |
45.73 |
| Other Income |
0.39 |
605.39 |
| Total Revenue from operation |
10.01 |
651.12 |
| Gross Profit/(Loss) before Interest and Depreciation |
(57.24) |
620.92 |
| Less: Interest |
21.46 |
8.80 |
| Profit/(Loss) before Depreciation |
(78.69) |
612.12 |
| Net Profit/loss for the Year |
(78.69) |
607.74 |
| Income Tax for earlier years |
- |
- |
| Profit / Loss for the year |
(78.69) |
607.74 |
The Standalone Financial Statements of the Company for the financial year ended 31st
March, 2025, have been prepared in accordance with the Accounting Standards (AS) as
notified by the Ministry of Corporate Affairs and as amended from time to time.
DIVIDEND:
The Board of Directors of your Company, not declared any Dividend for the current
financial year due to loss incurred by the Company.
TRANSFER TO RESERVES:
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the financial year under review.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year under review, there is change in nature of the business of the Company
which are as follow:
During the financial year 2024 - 25, Anirit Ventures Limited (formerly Flora Textiles
Limited), now a part of the Oilmax Group, undertook a significant transformation in the
nature of its business. This strategic shift marks the Company's repositioning from its
textile operations to becoming a sustainability-driven enterprise focused on the emerging
sectors such as of biomass-to-energy and innovation-led advanced materials.
This transition is aligned with the evolving energy landscape, India's commitment to
achieving Net Zero emissions by 2070, and the national vision of Atmanirbhar Bharat. The
change reflects a deliberate move towards sectors with long-term growth potential and
positive environmental impact.
The Company has identified biomass-to-energy as a core pillar of its green energy
strategy. India's current trajectory in this space presents a substantial opportunity.
While the government's SATAT initiative targets the commissioning of 5,000 Compressed
Bio-Gas (CBG) plants, only a fraction has been operationalized to date.
Anirit Ventures aims to bridge this gap through integrated biomass projects from
captive feedstock cultivation to CBG production, gasification and downstream hydrogen/
power pathways leveraging group synergies and technology partnerships.
REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:
During the year under review a majority stake in equity shares of the Company was
acquired by Oilmax Energy Private Limited ("Oilmax") On 27th
September, 2024 through Takeover process under SEBI Regulations by entering into a Share
Purchase Agreement ("SPA") with promoters of the Company. Pursuant to the
acquisition following changes were made:
1. The Object of the Company was changed pursuant to a Special Resolution passed via
postal ballot on 15th December, 2024.
The new objects of the Company mainly include the following:
Company plans to enter into various sectors, including promoting development of
agricultural and non-agricultural ventures, Agritourism, agricultural infrastructure,
Agri-biogas, Agri-waste handling, technology, and innovation. Our Company also intends to
operate into green technology field related to carbon capture and reduction. The Company
is exploring development of green technologies and undertake cutting-edge projects to
deploy and implement its R&D-driven innovations. which will not only focus on advanced
technologies with strong potential, ultimately commercializing solutions for industry but
also explore other related business-like supply chain, agro forestry and agro tourism.
2. Name of the Company was changed from "Flora Textiles Limited" to
"Anirit Ventures Limited" with effect from 20th December, 2024 in
order to align with the new objects of the Company. This change was formalized through a
Special Resolution passed by way of Postal Ballot on 15th December, 2024 and
approved by the Registrar of Companies via e-Form INC-24 on 20th December,
2024. Consequent amendments to the Memorandum and Articles of Association were duly
effected in e-Form MGT-14.
3. Registered office of the Company was shifted from the "State of Tamil Nadu"
to "State of Maharashtra'! The
shift was undertaken considering that Oilmax Energy Private Limited, the promoter of
the Company, along with its associates and group companies, is based in the State of
Maharashtra. The relocation was considered to be in the best interest of the Company,
enabling more efficient and effective management, closer proximity to key stakeholders,
better administrative convenience, and improved means to pursue the main objects of the
Company, along with economies of scale.
The proposal was duly approved by the shareholders through a Special Resolution passed
via Postal Ballot on 15th December 2024. Subsequently, the Regional Director
(Southern Region), Ministry of Corporate Affairs,
approved the application for change of Registered Office under Section 12(5) of the
Companies Act, 2013, and Rule 28 of the Companies (Incorporation) Rules, 2014, via e-Form
INC-23. The Company also filed e-Form INC-22 with the Registrar of Companies, Mumbai,
Maharashtra, to record the change in the registered office address.
4. The Company has filed an application on 29th March, 2025 with BSE Limited (Bombay
Stock Exchange) seeking in-principle approval for the Draft Letter of Offer in connection
with a proposed rights issue of equity shares for an amount upto '40 Crores.
DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
Your Company is a subsidiary of Oilmax Energy Private Limited ("OEPL"). OEPL
is a Private Limited Company incorporated in India.
As on 31st March, 2025, Company doesn't have any Subsidiary & Joint
Venture and Associate Companies at the end of the year.
DEPOSITS:
The Company has neither invited nor accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with the
Chapter V of the Act is not applicable. The Company has never accepted any deposits from
public and as such, no amount on account of principal or interest on deposits from public,
was outstanding or unpaid as on the date of the balance sheet.
PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE
UNDER SECTION 186 OF THE ACT:
There have been no loans, guarantees or investments made by the Company or security
given by the Company in connection with any loan in accordance with the provisions of
Section 186 of the Act during the year under review.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm's length as
part of its philosophy of adhering to highest ethical standards, transparency, and
accountability. In line with the provisions of the Act and SEBI LODR.
All the related party transactions are placed before the audit committee as well as the
Board for approval.
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of Company's business. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in
form AOC-2 is applicable to the company and enclosed to this report as "Annexure
A".
Related party transactions under Accounting Standard - AS- 18 are disclosed in the
notes to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review a majority stake in equity shares of the Company was
acquired by Oilmax Energy Private Limited ("Oilmax") On 27th
September, 2024. The Company changes its object pursuant to the acquisition and it is yet
to commence its operation and hence no Initiative has been taken by the Company pertaining
to conservation of energy and technology absorption as required under Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.
The details of foreign exchange earnings and outgo are as follows:
Foreign Exchange Earnings and outgo-
(i) Foreign exchange earnings in terms of actual inflows were Nil.
(ii) Foreign exchange outgo in terms of actual outflows was Nil during the year.
ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies
Act, 2013, the Company has placed a copy of the annual return as at 31st March,
2025 on its website at https://aniritventures.com .
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and information and based on the information and
explanations provided to them by the Company, your Directors make the following statement
in terms of section 134(5) of the Act:
a. that in preparation of the annual accounts for the year ended 31st March,
2025, the applicable accounting standards have been followed and there are no material
departures from the same;
b. that 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 at the end of the
financial year 31st March, 2025 and of the profit of the Company for that
period;
c. that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the directors have prepared the annual accounts for the financial year ended 31st
March, 2025 on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively;
CHANGE IN DIRECTORS:
During the year under review following changes took place in the Composition of Board
of Directors of the Company pursuant to acquisition of Company's majority stake by Oilmax
Energy Private Limited:
1. Appointment:
On the recommendation of Nomination & Remuneration Committee, the Board of
Directors after considering expertise, experience and integrity of the proposed
appointees, accorded its approval for the appointment of the following Directors:
a. Mr. Rohit Agarwal (DIN: 01780752) appointed as Additional Director, designated as
Non- Executive Non-Independent Director of the Company w.e.f 15th October,
2024, and his appointment as Director was regularised by way of postal ballot on 15th
December, 2024.
b. Ms. Neha Thakkar (DIN: 10810103) appointed as Additional Women Director, designated
as Executive Non-Independent Director of the Company w.e.f 15th October, 2024,
and her appointment as Director was regularised by way of postal ballot on 15th
December, 2024.
c. Dr. Suvir Singh (DIN: 10810873) appointed as Additional Independent Director of the
Company, w.e.f 15th October, 2024, and his appointment as Independent Director
was regularised by way of postal ballot on 15th December, 2024.
d. Mr. Ashutosh Biyani (DIN: 07349560) appointed as Additional Independent Director of
the Company, w.e.f 15th October, 2024, and his appointment as Independent
Directors was regularised by way of postal ballot on 15th December, 2024.
2. Resignation:
a. Ms. Payal Bafna (DIN: 09075302), Mr. Rahul Maheshwari (DIN: 07084721), Mr.
Ravindrakumar Hemchand Gupta (DIN: 08270656), and Mr. Ravindra Kumar (DIN: 01470047)
resigned as Director of the Company, with effect from 16th October, 2024. The
Board placed on record its sincere appreciation for the stellar contributions made by them
during their tenure.
3. Re-appointment of Directors retiring by rotation:
In accordance with the provisions of the Act, none of the Independent Directors is
liable to retire by rotation.
In accordance with the provisions of Section 152 and other applicable provisions, if
any of the Act, Mr. Rohit Agarwal (DIN: 01780752), Non-Executive Director is liable to
retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment. Based on the performance evaluation and recommendation of the Nomination
and Remuneration Committee, the Board commends re-appointment of Mr. Rohit Agarwal, for
approval of the Members at the ensuing AGM.
Brief resume, nature of expertise, details of directorship(s) held in other companies
of Mr. Rohit Agarwal, along with their respective shareholding in the Company as required
under Secretarial Standard-2 and are outlined in the Notice of the ensuing AGM.
Declaration by Independent Directors:
The Company has received necessary declaration from all Independent Directors of the
Company confirming that they meet the criteria of independence laid down in Section 149(6)
of the Act read with Schedule IV and Rules issued thereunder and Regulation 16(1)(b) and
Regulation 25(8) of SEBI LODR. There has been no change in the circumstances, which may
affect their status as independent director during the year. Further, they have complied
with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, with respect to registration with the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors possess the requisite
experience, knowledge and capabilities and expertise in the areas of Finance, Law,
information Technology, Human Resources, Risk Management, Business Management and Banking
and possesses appropriate skills expertise and competencies required at the Board and are
persons of high integrity and repute. They fulfill the conditions specified in the Act as
well as the Rules made thereunder and are independent of the management.
Code of Conduct:
The Company is guided by the Code of Conduct in taking decisions, conducting business
with a firm commitment towards values, while meeting stakeholders' expectations. This is
aimed at enhancing the organization's brand and reputation. It is imperative that the
affairs of the Company are managed in a fair and transparent manner. Further, all the
Directors have confirmed adherence to the Company's 'Code of Conduct!
Board Diversity:
The Company recognizes and embraces the importance of diversity to leverage the
thought, perspective, knowledge, skill, experience, culture, gender, industry experience
and cultural and geographical background. As per the requirement of Section 149(1) read
with Rule 3 of (Appointment & Qualifications of Directors) Rules, 2014, the Company
has a Woman Director (Independent Director) on its Board.
KEY MANAGERIAL PERSONNEL (KMP):
During the year under review following changes took place in the positions of Key
Managerial Personnel of the Company.
Mr. Hemant Kumar Gupta, Chief Financial Officer and a Key Managerial Personnel of the
Company tendered his resignation w.e.f. 29th October, 2024, Whereas, on the
recommendation of the Nomination and Remuneration Committee, the Board of Directors
appointed Ms. Neha Thakkar as Chief Financial Officer and Whole-Time Director w.e.f., 29th
October, 2024.
Ms. Nidhi Gupta (DIN: 01825531), resigned from the position of Managing Director of the
Company w.e.f., 29th October, 2024.
Ms. Kirtishree Agarwal, Company Secretary (KMPs u/s 203 of the Act) tendered
resignation w.e.f. 29th October, 2024. Whereas, on the recommendation of
Nomination and Remuneration Committee, the Board of Directors appointed Ms. Visha Jain as
a Company Secretary of the Company w.e.f., 29th October, 2024.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Sadhan Kumar Banerjee as a Chief Executive Officer and a Key
Managerial Personnel of the Company w.e.f. 11th February, 2025.
BOARD EVALUATION:
The Board of directors have 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 criteria such as the board composition and structure,
effectiveness of Board processes, information and functioning, etc. as
provided by the guidance note on Board evaluation issued by the Securities and Exchange
Board of India ('SEBI') on January 5, 2017
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent
directors and the Board as a whole and Chairman of the company was evaluated, 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.
DISCLOSURE RELATED TO MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
a. BOARD MEETINGS:
The Board of Directors of the Company met 5 (five) times during the Financial year
ended 31st March, 2025.
i.e. on 30th April, 2024, 28th May, 2024, 11th August,
2024, 29th October, 2024, and 11th February, 2025 to deliberate on
various matters.
The Directors actively participated in the meetings and contributed valuable inputs on
the matters brought before the Board of Directors from time to time.
The Company has complied with the applicable Secretarial Standards in respect of all
the above Board meetings.
b. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the
Companies Act, 2013. The composition of the Audit Committee is in conformity with the
provisions of the said section. The Audit Committee comprises of:
1. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Chairperson
2. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member
3. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Member.
The Audit Committee met 4(Four) times during the financial year ended 31st
March 2025. i.e. on 28th May, 2024, 11th August, 2024, 29th
October, 2024 and 11th February, 2025 to deliberate on various matters.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board of
Directors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Chairperson
2. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member
3. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Member.
The Nomination & Remuneration Committee met 2 (Two) times during the financial year
ended 31st March 2025 i.e on 29th October, 2024 and 11th
February, 2025.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review, pursuant to Section 178 of the Companies Act, 2013, the
Board of Directors of the Company has constituted the Stakeholder's Relationship
Committee,
The composition of the committee is as under:
1. Mr. Rohit Agarwal (DIN: 01780752) (Non-Executive Director) - Chairperson
2. Dr. Suvir Singh (DIN: 10810873) (Independent Director)- Member
3. Mr. Ashutosh Biyani (DIN: 07349560) (Independent Director) - Member
The Stakeholders' Relationship Committee met 1 (One) times during the financial year
ended 31st March 2025 i.e on 13th February, 2025.
MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year and up to the date of this Report, the
Calcutta Stock Exchange has, vide its letter dated 5th June 2025, revoked the
suspension of trading in the securities of the Company, with effect from 12th
June 2025. The resumption of trading is expected to enhance the liquidity of the Company's
shares and improve shareholder value.
Also company has received approval letter for Reclassification of Promoter under
Regulation 31A (10) of SEBI (LODR) Regulations, 2015 from Bombay Stock Exchange (BSE) on
19th June, 2025.
These developments are considered significant and are expected to have a positive
impact on the financial and operational flexibility of the Company.
Other than the developments stated above, there have been no material changes or
commitments affecting the financial
position of the Company between the end of the financial year and the date of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI LODR, the management Discussion
and analysis has been given separately and forms part of this report.
RISK MANAGEMENT:
The Board of Directors is entrusted with various key functions including framing,
implementing and monitoring the risk management plan for the Company; ensuring the
integrity of the Company accounting and financial reporting systems, appropriate systems
of control commensurate with the size & pursuant to the nature of business of Company
are in place, in particular, systems for risk management, financial and operational
control, and compliance with the laws and relevant standards.
Risk is assessed and mitigated by the Risk Management procedure involving
identification and prioritization of risk events; categorization of risks into high,
medium and low based on the business impact and likelihood of occurrence of risks, risk
mitigation & control and update risk identification and prioritization.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for
inefficiency or inadequacy of such controls.
CORPORATE SOCIAL RESPONSIBILITY ('CSR'):
As the Company does not fall within the criteria specified under section 135 of the Act
therefore the provisions of corporate social responsibility are not applicable to the
Company.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
Your company was not required to constitute Internal Complaints Committee under the
Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less
than 10 employees in the company.
COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:
Your company was not required to comply with the Maternity Benefit Act, 1961 as there
are less than 10 employees in the company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
We have embodied the mechanism in the code of conduct of the Company for employees to
report concerns about unethical behaviour, actual or suspected fraud or violation of our
code of conduct. This mechanism also provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provide for direct access
to the chairman of the audit committee in exceptional cases and no personnel have been
denied access to the audit committee. The Board and audit committee are informed
periodically on the cases reported, if any, and the status of resolution of such cases.
During the FY 2024-25, no instance was reported under the vigil mechanism. Furthermore,
in accordance with Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading)
Regulations, your Company ensures that employees are well-informed about the Whistle
Blower Policy to report any instances of leakage of unpublished price-sensitive
information.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders have been passed by the regulators or
courts or tribunals which would impact the going concern status of the Company and its
future operations.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1), Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required under section 197(12) of the Act read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in the Annexure 'B' forming part of the Report.
Details of employee remuneration as required under provisions of section 197 of the Act
and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in the Annexure forming
part of the Report. In terms of the proviso to section 136 (1) of the Act, the Report and
Accounts are being sent to the Members excluding the aforesaid Annexure. The said annexure
is also available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company.
Any Member interested in obtaining a copy of the same may write to the Company
Secretary at secretarial@aniritventures. com. None of the employees listed in the said
Annexure are related to any Director of the Company.
AUDITORS AND AUDITORS' REPORT:
(1) Statutory Auditors:
During the year under review, there was a change in the Statutory Auditors of the
Company in accordance with the provisions of the Companies Act, 2013.
M/s TV Subramanian & Associates, Chartered Accountants (ICAI Firm Registration No.
007433S) resigned as the Statutory Auditors of the Company with effect from 29th
October, 2024 due to change in the promoters and the management of the company and also as
the Company proposes to shift its Registered Office and the Business in the State of
Maharashtra as per the provisions of Section 139 and other applicable provisions of the
Companies Act, 2013.
Consequently, the Board of Directors, based on the recommendation of the Audit
Committee, appointed M/s SGCO & Co. LLP, Chartered Accountants, Firm Registration
No:112081W/W100184, as the Statutory Auditors of the Company to fill the casual vacancy,
subject to approval of shareholders. The appointment was subsequently approved by the
members of the Company by way of Postal Ballot passed on 15th December, 2024
and the New Statutory auditor of the Company is appointed for a period of five years
commencing from the conclusion of this Annual General Meeting and will hold office till
the conclusion of 37th Annual General Meeting to be held in the year 2030.
Auditors' Report:
The Statutory Auditors have issued an Audit Report with unmodified opinion on
Standalone Results for the period ended 31st March, 2025:
(2) Secretarial Auditors:
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company
had appointed Mr. Dipesh Gosar of Dipesh Gosar & Co., Practicing Company Secretaries
to undertake the secretarial audit of the Company for the year ended 31st
March, 2025.
Secretarial Audit Report issued by Mr. Dipesh Gosar of Dipesh Gosar & Co Practising
Company Secretaries in Form MR-3 for the financial year 2024-25 forms part to this report.
The secretarial audit Report is annexed as Annexure 'C'
Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors / secretarial auditor in their reports:
The replies to the comments of Secretarial Auditors in his reports are as follow:
| Observations |
Reply |
| In terms of Regulation 74(5) of the SEBI (Depositories and Participants) Regulations,
2018, the Company was required to file quarterly certificates within 15 days of the end of
each quarter. However, the Company delayed the submission of certificates for the quarters
ended March 31, 2024; June 30, 2024; and September 30, 2024, by 14 days, 2 days, and 3
days, respectively |
The aforementioned delays in filing the requisite certificates under Regulation 74(5)
of the SEBI (Depositories and Participants) Regulations, 2018, were unintentional and
occurred due to internal administrative oversight and transitional challenges faced by the
Company in aligning the compliance schedule with other concurrent statutory obligations
during the relevant periods. It is submitted that the delays |
| Observations |
Reply |
|
were not deliberate or wilful, and there was no mala fide intent on the part of the
Company. Further, the said delays did not result in any adverse consequences for the
stakeholders or impact the operations of the depository system. |
|
The Company reaffirms its commitment to uphold the highest standards of corporate
governance and regulatory compliance at all times. |
Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of section 148 of the Act are not applicable for the business activities
carried out by the Company.
Internal Auditor:
The Board, in its meeting held on 11th February, 2025 appointed M/s. Vivek
Vatsala & Associates, Chartered Accountants as the Internal Auditor, with immediate
effect, to undertake the internal audit of the Company for FY 2024-25.
M/s. Vivek Vatsala & Associates, Chartered Accountants conducted the internal audit
during the year, and the scope, frequency, and methodology were reviewed and approved by
the Audit Committee. Any significant observations were acted upon by management. No
material issues were identified during the period under review.
Reporting of frauds by auditors:
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in the
Board's report.
SHARE CAPITAL:
As on 31st March, 2025, the paid-up equity share capital of the Company
stood at ' 6,00,00,000 (Rupees Six Crores only), divided into 60,00,000 equity shares of '
10/- each.
During the year under review, the authorised share capital of the Company was increased
from ' 10,80,00,000 (Rupees Ten Crores Eighty Lakhs only), divided into 1,08,00,000
equity shares of ' 10/- each, to ' 20,00,00,000 (Rupees Twenty Crores only), divided
into 2,00,00,000 equity shares of ' 10/- each, pursuant to the approval of
shareholders by way of postal ballot passed on 15th December, 2024.
EMPLOYEES' STOCK OPTION PLAN:
Your Company has instituted employee's stock options plans to motivate and reward
employees. The Nomination and Remuneration Committee administers these plans. The stock
option plans are in compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.
('Employee Benefits Regulations').
The members by way of postal ballot passed on 6th April, 2025 had approved
the Anirit Ventures Limited - Employee Stock Option Plan - 2025 ("AVL ESOP
2025") authorising grant of not exceeding 6,00,000 (Six Lakh) options to the
eligible employees under each plan.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the applicable provisions of secretarial standards -
1 and secretarial standards - 2 relating to 'Meetings of the Board of Directors' and
'General Meetings,' respectively issued by the Institute of Company Secretaries of India.
('ICSI').
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V shall not apply, in respect of listed
entity having paid up equity share capital not exceeding rupees ten crore and net worth
not exceeding rupees twenty-five crore, as on the last day of the previous financial year.
Since, our Company falls in the ambit of aforesaid exemption compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2024-25.
OTHER DISCLOSURES:
Your directors state that disclosure or reporting is not required in respect of the
following items as there were no transactions relating to these items during the year
under review:
a) issue of equity shares with differential rights as to dividend, voting or otherwise.
b) The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
c) details relating to deposits covered under chapter V of the Act.
d) voting rights which are not directly exercised by the employees in respect of shares
for the subscription / purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Act).
e) the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year.
f) 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.
g) no amounts were required to be transferred to the Investor Education and Protection
Fund by the Company.
ACKNOWLEDGEMENT:
The Board places on record its deep appreciation for the continued support received
from various clients, vendors, suppliers and technical partners, bankers, government
authorities, employees at all levels and stakeholders, in furthering the interest of the
Company.
| On behalf of the Board of Directors of Anirit Ventures Limited |
|
| (formerly known as Flora Textiles Limited) |
|
| Neha Thakkar |
Rohit Agarwal |
| CFO & WTD |
Director |
| DIN:10810103 |
DIN: 01780752 |
| Place: Mumbai |
|
| Date: 7th August, 2025 |
|
|