To The Members,
AARNAV FASHIONS LIMITED
The Board of Directors is delighted to present the 41st report of the business and
operations of Aarnav Fashions Limited ("the Company"), along with the Summary of
Audited Financial Statements, for the Financial Year ended on March 31, 2024.
1. FINANCIAL RESULTS:
(Amount in Lakh)
PARTICULARS |
2023-2024 |
2022-2023 |
Revenue from Operations |
35649.07 |
39691.27 |
Other Income |
27.16 |
31.83 |
Total Income |
35676.23 |
39723.10 |
Profit/(Loss) before Finance Cost, Depreciation & Tax |
2743.94 |
2001.16 |
Less: Depreciation /Amortization/Impairment |
769.81 |
762.95 |
Less: Finance Costs |
1214.88 |
1143.81 |
Profit/(Loss) Exceptional items and Tax Expense |
759.25 |
94.40 |
Profit/(Loss) before Tax |
759.25 |
94.40 |
Provision for Taxation - Current Tax |
275.00 |
25.00 |
Deferred Tax |
(77.45) |
0.77 |
Excess provision for Tax expense for earlier years |
0 |
30.49 |
Profit for the year |
561.7 |
38.14 |
Total Comprehensive Income/Loss |
638.94 |
37.98 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the year under review, Company has earned total income of Rs. 35676.23 Lakh as
against the total income of Rs. 39723.10 Lakh of previous year. The total income of the
company was down by 10.18% over previous year. Further, Profit before Tax in the financial
year 2023-2024 stood at Rs. 759.25 Lakh as compared to Rs 94.40 Lakh of last year and Net
Profit after Tax stood at Rs. 561.7 Lakh compared to profit of Rs. 38.14 Lakhs for
previous year. The profit of the Company increased about 1372.73% as compared to previous
financial year.
3. CHANGE IN NATURE OF BUSINESS:
During the year, the Company has not changed its business or object and continues to be
in the same line of business as per the main object of the Company.
4. DIRECT LISTING OF SECURITIES AT NATIONAL STOCK EXCHANGE OF INDIA LIMITED
(NSE):
The Directors of the Company in its meeting held on July 13, 2024; had considered and
approved proposal of direct listing of Company's securities at Main board of National
Stock Exchange of India Limited (NSE) without any public offer or further issue of share,
subject to approval of National Stock Exchange of India Limited (NSE) or any other
statutory authorities if any.
5. CHANGE IN THE REGISTERED OFFICE:
During the year under review, there is no change of registered office of the Company.
The Registered Office of the Company is situated at 1, New Cloth Market, O/s, Raipur Gate,
Raipur, Ahmedabad-380002 Gujarat, India.
6. TRANSFER TO RESERVES:
During the year, the Company has not apportioned any amount to other reserve. Total
amount of net profit is carried to the Reserves & Surplus as shown in the Balance
Sheet of the Company.
7. DIVIDEND:
The Board of Directors recommended a Final Dividend of 0.50 per equity share which is
5%. The dividend will be aid after approval of the members at the ensuing Annual general
Meeting (AGM) of the Company. The dividend if approved will result in a cash outflow of
Rs. 2.11 crore.
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of
Dividend remaining unclaimed/ unpaid for a period of 7 (seven) years and/or unclaimed
Equity Shares which are required to be transferred to the Investor Education and
Protection Fund (IEPF).
8. BOARD MEETING
During the year under review, Board of Directors of the Company met 6 (Six) 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 Six (6) times during the financial year from 1st April
2023 to 31st March 2024. The dateson which the meetings were held are May 30, 2023; August
14, 2023; September 05, 2023; October 27, 2023; November 09, 2023 and February 09, 2024.
All the meetings were conducted through Physical mode.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Sumit Champalal Agarwal, Director (DIN: 00356863), Director of the Company will
retire by rotation at the ensuing 41st 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 except Ms.
Nidhi Aggarwal Resignation from the post of Company Secretary and Compliance Officer with
effect from February 09, 2024. After closure of the year, Ms. Milee Chandresh Kamdar
Appointed as Company Secretary & Compliance Officer of the Company with effect from
May 08, 2024.
10. 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.
11. 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.
12. 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. Web link for the same is
https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to- download-25.pdf.
13. 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.
14. 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
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. 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; iii. 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;
iv. the Directors had prepared the annual accounts on a going concern' basis;
v. 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
vi. 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.
15. 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.
16. 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, 2024 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
17. 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.
18. AUDITORS:
a) 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 Auditorsof the Company for a
period of five years from the conclusion of the 36thAGM to the conclusion of
the 41stAGM to be heldin 2024
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof
, M/s. Nahta Jain & Associates, Chartered Accountants has to be re-appointed by the
Members at the 41st Annual General Meeting (AGM) of the Company held on
September 30, 2024, for a period of 5 years, to hold office until the conclusion of the 46th
AGM to be held for FY 2028-29 at such remuneration as may be mutually agreed upon between
the Board of Directors of the Company and the Auditors
The Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The report given by the Statutory Auditors on the financial
statements of the Company is a part of this Annual Report. There were no qualifications,
reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the
financial year ended on March 31, 2024 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.
b) 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 2023-2024.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,
2024 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 2023-24
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. c) 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 2023-2024.
d) 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 2024.
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 41st Annual General Meeting
of your Company
19. 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:
A. Conservation of Energy:
I. 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.
II. 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
III. the capital investment on energy conservation equipment during the year:- NIL
B. Technology Absorption:
i. 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
ii. 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
iii. 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.
iv. The expenditure incurred on Research and Development during the year: NIL
C. The particulars of foreign exchange earnings and outgoes:
Foreign Exchange Earnings: |
FY 23-24 |
FY 22-23 |
FOB Value of Exports (Rs. in Lakh) |
843.16 |
76.99 |
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 |
0.00 |
Stores & Spares |
132.28 |
138.15 |
Capital Goods (Pl. & Mach.) |
0.00 |
0.00 |
Expenditure in Foreign Currency (Rs. in Lakh) |
|
|
Foreign Travelling |
27.70 |
25.06 |
Machinery Repairs |
0.00 |
45.50 |
20. 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
21. 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
22. 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.
A. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
IMPACTINGTHE 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.
23. AUTHORIZED CAPITAL:
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 (Six Crore
Ninety Four Lakh Seventy Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only)
each."
24. ISSUED, SUBSCRIBED & PAID-UP CAPITAL
The present Paid-up Capital of the Company is Rs. 42,23,86,280/- (Rupees Forty Two
Crore Twenty Three Lakh Eighty Six Thousand Two Hundred Eighty Only ) divided into
4,22,38,628 (Four Crore Twenty Two Lakh Thirty Eight Thousand Six Hundred Twenty Eight)
Equity Shares of Rs. 10/- (Rupees Ten Only) each.
25. 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.
26. 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.
27. 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".
28. 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
29. 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.
30. 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 2023-2024
is as follows
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 |
The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to
BSE where the Company's Shares are listed.
32. 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.
33. 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.
34. 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
35. 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.
36. 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.
37. 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.
38. 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, the Auditors have not reported to the Audit Committee or
the Board, 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 be required to be
mentioned in the Directors' Report.
39. 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.
40. 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.
41. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company, which have
failed to be implemented.
42. 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.
43. 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: 07.09.2024 |
AARNAV FASHIONS LIMITED |
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SD/- |
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MR. CHAMPALAL GOPIRAM AGARWAL |
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CHAIRMAN & WHOLE TIME DIRECTOR |
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DIN: 01716421 |