To,
Members of AKSHAR SPINTEX LIMITED,
The Directors of your Company are pleased to present the 12th Annual Report
of the business and operations of
the Company along with the Audited Financial Statements for the financial year ended 31st
March, 2025
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended on 31st
March, 2025 is as under:
(Rs. In Lakhs)
Particulars |
Year ended 31st
March, 2025 |
Year ended 31st
March, 2024 |
Revenue From Operations |
11,676.91 |
17495.51 |
Other income |
227.79 |
295.90 |
Total(A) |
11,904.70 |
17791.41 |
Cost of Materials Consumed |
8,452.98 |
11268.46 |
Purchase |
1,240.70 |
3724.30 |
Changes in Inventories |
380.22 |
(252.37) |
Employee Benefit Expenses |
539.17 |
480.63 |
Financial Costs |
108.95 |
133.34 |
Depreciation |
463.89 |
433.57 |
Other Expenses |
1,306.54 |
1501.88 |
Total(B) |
12,492.46 |
17289.81 |
Profit Before tax |
(587.76) |
501.60 |
Tax Expenses |
|
|
i. Current Tax |
0.00 |
84.28 |
ii. Mat Credit Availment / Entitlement |
0.00 |
(7.79) |
iii. Prior Period Tax |
26.57 |
12.46 |
iv. Deferred Tax |
(116.38) |
67.14 |
Profit after Tax for the Year |
(444.81) |
345.51 |
Other Comprehensive lncome/(Expense)
(OCI) net of tax expense |
|
|
i. Items that will not be reclassified to |
3.82 |
4.96 |
Profit and Loss Account |
|
|
Less: Income Tax impact on above |
|
|
Account |
0.99 |
1.29 |
Less: Income Tax impact on above |
|
|
Total Other Comprehensive Income |
2.83 |
3.67 |
(Expenses) (OCI) net of tax expense |
|
|
Total Comprehensive Income |
(441.98) |
349.19 |
Earnings per Share: |
|
|
Basic |
(0.08) |
0.12 |
Diluted |
(0.08) |
0.12 |
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
During the financial year under review, the Company recorded a total revenue of Rs.
11,676.91 Lakhs, as
compared to Rs. 17,495.51 Lakhs in the previous financial year, representing a
decline of approximately
33.27%.
The Company reported a Loss before Exceptional Items and Tax of Rs. 587.76 Lakhs, as
against a Profit of Rs.
501.60 Lakhs in the previous year. After accounting for exceptional items and tax, the Net
Loss stood at Rs. 444.81
Lakhs, compared to a Net Profit of Rs. 345.51 Lakhs in the previous year.
The Company managed to reduce its total expenses to Rs. 1,306.54 Lakhs, from
Rs. 1,501.88 Lakhs in the
previous year a reduction of 13.01%, demonstrating efforts towards cost
control and operational efficiency.
This adverse financial performance reflects the challenges encountered during the year
and underscores the
need for strategic corrective measures. The Board and the management are committed to
undertaking focused
efforts towards improving operational efficiencies, optimizing costs, and exploring new
revenue streams to
enhance the Company's performance in the coming financial year.
The Company acknowledges the impact of these financial results and is taking focused
steps to restore growth
and profitability through strategic initiatives, improved efficiency, and prudent
financial management.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the company.
DIVIDEND
Dividend Distribution Policy
As per the provisions of Regulation 43A of the Securities and Exchanges Board of India
(Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as
amended, the Company is not
required to formulate and disclose its Dividend Distribution Policy. However, for better
governance practices,
the Board of Directors (the "Board") of Akshar Spintex Limited (the
"Company") had approved the Company's
Dividend Distribution Policy. Policy on Dividend Distribution has been placed on the
Company's website at
https://www.aksharspintex.in/pdf/Corporate%20Governance/Dividend%20Distribution%20Policv.pdf
Interim Dividend
During the year, the board of director has not recommended any interim dividend for the
year ended on 31st
March, 2025
Unclaimed dividend
The Company declared a dividend for the financial year 2023-24. Pursuant to the
declaration, the Company duly
issued dividend warrants to all eligible shareholders.
As of the date of this report, an amount of Rs. 36,333.59remains unclaimed,
representing dividend warrants that
have not been encashed by certain shareholders.
In accordance with Section 124 of the Companies Act, 2013, any unclaimed dividend
amount remaining unpaid
for a continuous period of seven years from the date of transfer to the Unpaid Dividend
Account shall be
transferred to the Investor Education and Protection Fund (IEPF). Shareholders are advised
to claim their un-
encashed dividend amounts well before the expiry of this period.
In compliance with the provisions of the Companies Act, 2013, the Company has filed
Form IEPF-2 with the
Ministry of Corporate Affairs, detailing the unclaimed dividend amount of Rs. 36,333.59.
Since the dividend was
declared in 2024, the 7-year period for transfer to the Investor Education and Protection
Fund (IEPF) has not yet
lapsed.
Final dividend
The Board of Directors of the Company has not recommended any final dividend for the
year ended on 31st
March 2025.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, there were no instances incurred pursuant to which
Company would require to
transfer any amount to Investor Education and Protection Fund. Hence no reporting under
this is required.
TRANSFER TO RESERVE:
The Board of Directors of your Company proposed not to transfer any amount to the
General Reserves, for the
year ended March 31,2025.
HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE:
The Company does not have Subsidiary, Joint Venture and Associate Company as on 31 st
March, 2025.
LISTING OF SECURITIES WITH STOCK EXCHANGE:
The Equity Shares 78,74,68,500/- (Seventy-Eight Crore Seventy-Four Thousand Sixty-Eight
Thousand Five
Hundred Only) of Rs. 1/- each of the Company are listed in Main Board to the stock
exchanges as:
Stock Exchange, where
Akshar shares are listed |
Scrip Symbol / Code |
National Stock Exchangeof India Ltd. |
AKSHAR |
Bombay Stock Exchange of India Ltd. |
541303 |
The Company has paid the requisite Annual Listing Fees to Stock Exchanges, where its
securities listed.
MATERIAL EVENT OCCURRED DURING THE YEAR.
1) The Decision of National Company Law Board was received in one case which is related
to past period
when status of the Company was a private limited. One of the then shareholders had
registered the case
against another shareholder and the Company was a party in that case. The Decision came
during the
financial year for which required disclosure has been submitted to Stock Exchange. As the
Company was
only a party in that case, there is no adverse effect of decision on the Company.
2) The Company has received the order form Beximcorp Textile- Dhaka amounting to Rs.
171 Crore on 23rd
November 2023. Due to unavoidable circumstances the order was cancelled by the above
entity on 14th
August, 2024.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:
No such event was occurred, affecting the financial position of the company since the
end of the year end till the
date of the report.
41
CAPITAL STRUCTURE:
During financial year 2024-25, there was change in the Authorized Share Capital and
Paid-up Share Capital of
the company. However, there is no change in class of security.
Authorised Share Capital:
Authorised Share Capital of the company is Rs. 820,000,000/- (Eighty-two Crore Only)
divided into 820,000,000
(Eighty-Two Crore) Equity Shares of Rs. 1/- each
Issued, Subscribed, Paid up Share Capital:
The issued, subscribed and fully paid-up Equity Share Capital of the Company is Rs.
78,74,68,500/- (Seventy-Eight
Crore Seventy-Four Thousand Sixty-Eight Thousand Five Hundred Only) divided into
78,74,68,500 (Seventy-
Eight Crore Seventy-Four Thousand Sixty-Eight Thousand Five Hundred) Equity Shares of Rs.
1/- each.
During the year under review, the Company successfully completed a Rights Issue of
48,74,80,500 equity
shares of face value Rs. 1/- each, aggregating to Rs. 48,74,80,500/-. The
rights issue was offered to existing
shareholders in accordance with applicable provisions of the Companies Act, 2013 and SEBI
(Issue of Capital and
Disclosure Requirements) Regulations.
The equity shares issued pursuant to the rights issue were listed on both the BSE
Limited (BSE) and the National
Stock Exchange of India Limited (NSE) on 15th October 2024, upon receipt of the
necessary approvals from
the respective stock exchanges.
The successful completion of the rights issue has further strengthened the Company's
capital structure and will
support its ongoing business operations and growth initiatives.
The Company has not come up with Issue of Employee Stock Options, Issue of Sweat Equity
Shares, Issue of
Debentures, issue of Bonds etc.
CREDIT RATING:
During the year under review, Credit rating is not applicable to the company.
DIRECTORS
The composition of the Board of Directors of the Company is in accordance with the
provisions of Section 149
of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination
of Executive, Non-
Executive and Independent Directors draws fine balance of business acumen and independent
judgment on
Board's decisions The Board comprised of 6 (Six) Directors as on 31st March,
2025, details of which are tabled
below:
Sr. No. Name of the Director |
Designation |
01 Harikrushna Shamjibhai Chauhan |
Chairman & Whole Time Director |
02 llaben Dineshbhai Paghdar |
Director |
03 Rohit Bhanjibhai Dobariya |
Independent Director |
04 Parshotam L Vasoya |
Independent Director |
05 Sohilkumar Dineshkumar Patel |
Additional Director (in the category
of independent director) (Resigned on 21.05.2025) |
06 Brijeshkumar Prahladbhai Patel |
Additional Director (in the category
of independent director) (Resigned on 21.05.2025) |
During the financial year under review, there were changes in the composition of the
Board of Directors.
Appointment During the year
During the year following changes have been made in the Board of Directors
Appointment during the Year
1. Mr. Brijeshkumar Prahladbhai Patel was appointed as Additional Director in the
Capacity of the Executive
Director on 27th December, 2024.
2. Mr. Rohit Naval was appointed as an Additional Director in the capacity of the
Executive Director on 27th
December 2024.
3. Mr. Keshav Makhija was appointed Additional Director in the category of
Non-executive Independent
Director on 27th January, 2025.
4. Mr. Sohilkumar Dineshkumar Patel was appointed Additional Director in the category
of Non-executive
Independent Director on 27th January, 2025.
Resignation During the year
1. Mr. Amit Vallabhbhai Gadhiya - Managing Director was resigned from the post of
Managing Director as
well as Director w.e.f. 07th March 2025. He is resigned due to due to personal
and unavoidable
circumstances as per the resignation letter received from him
2. Mr. Nlrala L. Joshi - Independent Director was resigned w.e.f. 07th March
2025. He is resigned due to due
to personal and unavoidable circumstances as per the resignation letter received from him
3. Mr. Keshav Makhija - Additional Independent Director was resigned w.e.f 28th
March 2025. He has
resigned from the post of the independent director due to his personal reason as per
resignation letter
received from him.
4. Mr. Rohit Naval - Additional Independent Director was resigned w.e.f. 28th
March 2025. He has resigned
from the post of the independent director due to his personal reason as per resignation
letter received
from him.
Appointment after closing of financial year to as on date of the report.
Subsequent to the close of the financial year and up to the date of this report, the
Board has appointed the
following Director(s):
1. Mr. Harry Paghdar was appointed as Managing Director in the board meeting
held on 21.05.2025. The
appointment is subject to approval by the shareholders at the forthcoming Annual General
Meeting.
2. Mr. Sureshkumar C. Gajera, Additional director in the capacity non-executive
independent director
was appointed as on 21st may, 2025. The appointment is subject to approval by
the shareholders at the
forthcoming Annual General Meeting.
Resignation after the closing of the financial year as on date of the report:
Subsequent to the close of the financial year and up to the date of this report, the
Board has appointed the
following Director(s):
5. Mr. Sohilkumar Dineshkumar Patel Additional Director in the category of
Non-executive Independent
Director of the Company is resigned on 21st May, 2025. He is resigned due to
personal reasons and
preoccupations as per the resignation letter received from him
6. Mr. Brijeshkumar Prahladbhai Patel Additional Director in the capacity of the
Executive Director of the
Company is resigned on 21st May, 2025 category of Non-executive Independent
Director of the Company
is resigned on 21st May, 2025. He is resigned due to personal reasons and
preoccupations as per the
resignation letter received from him
The Company has received declarations from all the directors and with reference to
that, there was no
disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.
Independent Directors:
Declaration under Section 149(6):
The Company has received declarations from all the Independent Directors of the Company
confirming that they
meet with the criteria of the independence as laid down under section 149(6) of the
Companies Act, 2013 and
under Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In
accordance with the provisions of the Companies Act, 2013, none Of the Independent
Directors is liable to retire
by rotation, they have complied with the Code for Independent Directors prescribed in
Schedule IV of the
Companies Act, 2013.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have
confirmed that they have
registered themselves with the databank maintained by The Indian Institute of Corporate
Affairs, Manesar
("MCA"). The Independent Directors are also required to undertake online
proficiency self-assessment test
conducted by the MCA within a period of 2 (two) years from the date of inclusion of their
names in the data bank,
unless they meet the criteria specified for exemption. All the independent director has
passed the said test in
due course.
In the opinion of Board, Independent Directors fulfill the conditions specified in
Companies Act, 2013 read with
schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
and Independent Directors are independent of management.
The Company has a Code of Conduct for the Directors and Senior Management Personnel.
This Code is a
comprehensive code applicable to all Directors and members of the Senior Management. A
copy of the Code
has been put on the Company's website www.aksharspintex.in
The Code has been circulated to all the Members of the Board and Senior Management
Personnel and they have
affirmed compliance of the same.
Re-appointment of Independent Director
In accordance with the provisions of Section 149(10) and (11) of the Companies Act,
2013 and the rules made
thereunder, and based on the recommendation of the Nomination and Remuneration Committee,
the Board of
Directors at its meeting held on 1st August, 2025 approved the proposal for
reappointment of Mr Mr. Parshotam
Lakhabhai Vasoya (DIN: 09229252), as an Independent Director of the Company for a
second term of 5
consecutive years, subject to the approval of the shareholders by way of a special
resolution, he shall be
reappoint for second and final term of 5 years commencing from 23rd August,
2026 till 22nd August, 2031
The Board is of the opinion that Mr. Parshotam Lakhabhai Vasoya (DIN: 09229252) continues
to meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1 )(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A brief profile of Mr. Parshotam Lakhabhai Vasoya (DIN: 09229252) along with the
nature of expertise,
qualifications, and experience, is provided in the Notice convening the 12th
Annual General Meeting.
The Board recommends the reappointment of Mr. Parshotam Lakhabhai Vasoya (DIN:
09229252) subject to
approval by the members
Formal Updation Programs for Independent Directors:
The Company conduct familiarization and Updation programs for independent directors on
need basis.
Conducted by knowledgeable persons from time to time. The Policy of Familiarization has
been placed at
http://aksharspintex.in/pdf/Corporate%20Governance/Famalisation%20Proaramme.pdf
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read
with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The following have
been designated as
the Key Managerial Personnel of the company during year from 1st April, 2024 to
31st march, 2025:
Sr.
Name
No. |
Designation |
1 Mr. Harikrushna Shamjibhai Chauhan |
Chairman cum Whole Time Director |
^ Mr. Amit Vallabhbhai Gadhiya
(Resigned as Managing Director on 07.03.2025) |
Managing Director |
Mrs. Poonam P. Kapupara
(Appointed w.e.f.26th February, 2024) |
Chief Financial officer |
Mrs. Bharti G. Ajudiya
Resigned w.e.f. 20th July, 2024) |
Company Secretary & Compliance officer |
Mr Dheeraj Sahu Kumar
(Appointment w.e.f. 27th January, 2025 |
Company Secretary & Compliance Officer |
During the financial year resignation of Kev Managerial Personnel
1. Mr Amit Vallabhbhai Gadhiya, Managing Director with effect from 07th
March, 2025
2. Mrs. Bharti G. Ajudiya, Company Secretary & Compliance Officer with effect from
20th July, 2024
After the closing of financial to the date of the report appointment & Resignation
of Key Managerial
Management
1. Mr. Harry D. Paghdar, Managing Director appointed with effect from 21st
May, 2025
2. Mr. Dheeraj Sahu Kumar, Resigned Company Secretary & Compliance Officer with
effect from 1st July,
2025
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on company/business policy
and strategy apart from
other Board business. The notice of Board meeting is given well in advance to all the
Directors. The Agenda of
the Board meetings is circulated at least a week prior to the date of the meeting. The
Agenda for the Board and
Committee meetings includes detailed notes on the items to be discussed at the meeting to
enable the Directors
to take an informed decision.
During the year, 18 (Eighteen) Board meetings were convened and held. The details
thereof are given in the
Corporate Governance Report which forms part of this Annual Report in the form of "Annexure-I".
The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the
Companies Act,
2013
COMMITTEES OF THE BOARD:
The following Committees constituted by the Board function according to their
respective roles and defined
scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations
2015 read with rules
framed thereunder:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Complaints Committee for Sexual Harassment Complaints Redressal
Details of composition, terms of reference and number of meetings held for respective
committees are given in
the Report on Corporate Governance, which forms a part of this Annual Report as "Annexure-I".
During the year
under review, the Board has accepted all recommendations made by the various committees.
DECLARATION AND MEETING OF INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration of Independence stating that
they meet the criteria
of independence as prescribed under section 149(6) of the Companies Act, 2013.Further that
the Board is of the
opinion that all the independent directors fulfill the criteria as laid down under the
Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 during the year 2024-25.
Further, the Independent Directors, at their exclusive meeting held on 1st
March, 2025 during the year reviewed
the performance of the Board, its Chairman and Non-Executive Directors and other items as
stipulated under the
Companies Act, 2013 and Listing Regulations.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of
their appointment through a formal letter of appointment, which also stipulates various
terms and conditions
of their engagement. Executive Directors and Senior Management provide an overview of the
operations and
familiarize the new Non-Executive Directors on matters related to the Company's values and
commitments. The
Directors are provided with all the documents to enable them to have a better
understanding of the Company,
its various operations and the industry in which it operates.
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various
familiarization
programmes for its Directors including review of Industry Outlook at the Board Meetings,
Regulatory updates at
Board and Audit Committee Meetings covering changes with respect to the Companies Act,
2013, Listing
Regulations, Taxation and other matters, Presentations on Internal Control over Financial
Reporting, Operational
Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for
Related Party
Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant
to Regulation 46 of
the Listing Regulations, the details required are available on the website of your Company
at
www.aksharspintex.in.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(listing obligation and
disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has
laid down the
criteria for evaluation of the performance of individual Directors and the Board as a
whole. Based on the criteria
the exercise of evaluation was carried out through a structured process covering various
aspects of the Board
functioning such as composition of the Board and committees, experience & expertise,
performance of specific
duties & obligations, attendance, contribution at meetings & Strategic
perspectives or inputs regarding future
growth of company, etc. The performance evaluation of the Chairman and the Non-Independent
Directors was
carried out by the Independent Director. The performance of the Independent Directors was
carried out by the
entire Board (excluding the Director being evaluated). The Directors expressed their
satisfaction with the
evaluation process.
The Board of Directors has carried out an annual evaluation of its own performance, its
committees and
individual Directors pursuant to the requirements of the Act and the Listing Regulations.
In line with Corporate Governance of the company, the Board generally performs the
major roles such as give
directions in the form of strategic decisions, provide control and support through advice
to the management of
the company. It becomes imperative to evaluate the performance of the board as they are
performing their
duties on behalf of stakeholders and protection of their interest is supremacy of any
organization.
Further, the Board always emphasis the requirements of an effective Board Evaluation
process and accordingly
conducts the Performance Evaluation every year in respect of the following:
i. Board of Directors as a whole.
ii. Committees of the Board of Directors.
iii. Individual Directors including the Chairman of the Board of Directors.
Board Evaluation helps to identify areas for potential adjustment and provides an
opportunity to remind
directors of the importance of group dynamics and effective board and committee processes
in fulfilling's board
and committee responsibilities.
The Main object of performance evaluation defined as per the below:
1. Improving the performance of Board towards corporate goals and objectives.
2. Assessing the balance of skills, knowledge and experience on the Board.
3. Identifying the areas of concern and areas to be focused for improvement.
4. Identifying and creating awareness about the role of Directors individually and
collectively as Board.
5. Building Teamwork among Board members.
6. Effective Coordination between Board and Management.
7. Overall growth of the organization.
Performance evaluation of the Board based on criteria such as composition and role of
the Board, Board
communication and relationships, functioning of Board Committees, review of performance of
Executive
Directors, succession planning, strategic planning, etc.
Performance evaluation of Committees based on criteria such as adequate independence of
each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board
Committees and effectiveness of its advice/recommendation to the Board, etc.
The meeting of Independent Directors held separately to evaluate the performance of
non-independent
Directors, performance of the board as a whole and performance of the Chairman, taking
into account the views
of Executive Directors and Non-Executive Director. The same was discussed in the Board
Meeting that followed
the meeting of the independent directors, at which the performance of the Board, its
Committee sand Individual
Directors was also discussed. The entire board, excluding the independent director being
evaluated, did
performance evaluation of Independent Directors.
POLICY ON BOARD DIVERSITY:
The Nomination and Remuneration committee has framed a policy for Board Diversity,
which lays down the
criteria for appointment of Directors on the Board of your Company and guides
organization's approach to Board
Diversity.
The Board of Directors is responsible for review of the policy from time to time.
Policy on Board Diversity has
been placed on the Company's website at
http://aksharspintex.in/pdf/Corporate%20Governance/Board%20Diversitv%20Policv.pdf
POLICY ON CODE OF CONDUCT:
The Board of your Company has laid down two separate Codes of Conduct, one for all the
Board Members and
the other for Employees of the Company. This Code is the central policy document,
outlining the requirements
that the employees working for and with the Company must comply with, regardless of their
location. Policy on
code of conduct has been placed on the Company's website at
http://aksharspintex.in/pdf/Corporate%20Governance/Code%20of%20Conduct%20for%20Senior%20Manaae
ment.pdf
POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:
This policy requires the Company to make disclosure of events or information which are
material to the Company
as per the requirements of Regulation 30 of the Listing Regulations. Policy has been
placed on the Company's
website at http://aksharspintex.in/pdf/Corporate%20Governance/Materialitv%20Event.pdf
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company has framed a Nomination and Remuneration Policy for selection and
appointment of Directors
including determining qualifications and independence of a Director, Key Managerial
Personnel (KMP), Senior
Management Personnel and their remuneration as part of its charter and other matters
provided under Section
178(3) of the Companies Act, 2013.
The Nomination and Remuneration Policy has been placed on the website of the Company at
http://aksharspintex.in/pdf/Corporate%20Governance/Nomination%20and%20Remuneration%20Policv.pdf
ARCHIVAL POLICY:
As per the policy, the events or information which has been disclosed by the Company to
the Stock Exchanges
pursuant to Regulation 30 of the Listing Regulations shall be hosted on the website of the
Company fora period
of 5 years from the date of hosting. Archival Policy has been placed on the Company's
website at;
http://aksharspintex.in/pdf/Corporate%20Governance/Web%20Archival%20Policv.pdf
CODE FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons
and their immediate relatives as per the requirements under the Securities and Exchange
Board of India
(Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes
code for practices and
procedures for fair disclosure of unpublished price sensitive information, which has been
available on the
Company's website at;
http://aksharspintex.in/pdf/Corporate%20Governance/lnsider%20Tradina.pdf
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:
The policy is used to identify material subsidiaries of the Company and to provide a
governance framework for
such material subsidiaries. Policy on determining Material Subsidiaries has been placed on
the Company's
website at;
http://aksharspintex.in/pdf/Corporate%20Governance/Policv%20for%20Determinina%20Material%20Subsidia
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of
Directors, to the best of
their knowledge and ability, confirm that:
In the preparation of the annual accounts, the applicable accounting standards
had been followed and
there were no material departures;
the Directors had selected such accounting policies and applied them
consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of
the Company as at 31st March, 2025 and of the profit of the Company for that
period;
the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records
in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of
the company
and for preventing and detecting fraud and other irregularities;
the Directors had prepared the annual accounts on a going concern basis;
the Directors had laid down internal financial controls to be followed by the
company and that such
internal financial controls are adequate and were operating effectively;
the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws
and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System including Internal Financial Controls,
commensurate with the size,
scale and complexity of its operations as approved by the Audit Committee and the Board.
The Company
maintains a system of internal controls designed to provide reasonable assurance
regarding:
Effectiveness and efficiency of operations.
Adequacy of safeguards for assets.
Reliability of financial controls.
Compliance with applicable laws and regulations.
The Company recognizes that the Internal Financial Controls cannot provide absolute
assurance of achieving
financial, operational and compliance reporting objectives because of its inherent
limitations. In addition,
projections of any evaluation of the Internal Financial Controls to future periods are
subject to the risk that the
Internal Financial Controls may become inadequate because of changes in conditions or that
the degree of
compliance with the policies or procedures may deteriorate.
Further, the Internal Financial Control framework is under constant supervision of
Audit Committee, Board of
Directors and Independent Statutory Auditors. During the year, no reportable material
weakness in the design
or operations was observed. The stakeholder may refer to the Audit report for comment on
internal control
system and their adequacy.
FRAUDS REPORTED BY THE AUDITORS:
No fraud has been reported by the Auditors to the Audit Committee or the board as
specified under Section
143(12) of the Companies Act, 2013.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted deposits within the meaning
of Section 73 to 76
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The
stakeholders may
refer notes to the financial statements and audit report part of this report.
REMUNERATION OF DIRECTORS AND EMPLOYEES:
Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31,2025 and
forming part of
the Directors' Report for the said financial year is provided in "Annexure
-II".
PARTICULARS OF EMPLOYEES:
The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per
month or Rs. 10,200,000/-
per annum and hence the Company is not required to give information under sub Rule (2) and
(3) of Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY:
The Company's vision on CSR is that the Company being a responsible Corporate Citizen
would continue to
make a serious endeavor for a quality value addition and constructive contribution in
building a healthy and
better society through its CSR related initiatives and focus on education, environment,
health care and other
social causes.
The Corporate Social Responsibility (CSR) Policy of the Company indicating the
activities to be undertaken by
the Company, as approved by the Board, may be accessed on the Company's website at the
link
http://aksharspintex.in/pdf/Corporate%20Governance/CSR%20Policv.pdf
The disclosures related to CSR activities pursuant to Section 134(3) of the Companies
Act, 2013 read with Rule 9
of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules,
2014 is annexed
hereto and form part of this report as "Annexure III".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into by the Company during the
financial year with related
parties were in the ordinary course of business and on an arm's length basis. During the
year, the Company had
not entered into any contract/arrangement/transaction with related parties which could be
considered material
in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements)
Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3) (h)
of the Companies Act, 2013 in Form AOC-2 is not applicable still better compliance we have
given AOC-2 as a
part to this report. The Policy on dealing with related party transactions as approved by
the Board may be
accessed on the Company's website at the link
http://aksharspintex.in/pdf/Corporate%20Governance/Related%20Partv%20Policv.pdf
Your directors draw attention of the members to Note 33 to the financial statement
which sets out related party
transaction disclosures.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT. 2013:
Company has not given any loans, guarantees, not made investments, and not provided
securities along with
the purpose for which the loan or guarantee or security is proposed. So, section 186 is
not applicable to the
company.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:
Your Company has constituted Internal Complaints Committee under the Sexual Harassment
of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework
for employees to
report sexual harassment cases at workplace for employee which is free of discrimination,
further the Company
conducts awareness programme at regular interval of time.
During the year under review, no complaints with allegations of sexual harassment were
received as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and
outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)
of Companies
(Accounts) Rules, 2014 are as stated below:
(A) Conservation of energy-
Your Company is committed to sustainable business practices by contributing to
environment protection and
considers energy conservation as one of the strong pillars of preserving natural
resources. This also helps in
reducing carbon footprint across all its operations and improve the bottom-line under our
'Mission
Sustainability'.
I. The steps taken or impact on conservation of energy: -
II. The Company applies strict control system to monitor day-to-day power consumption
in an effort to
save energy. The Company ensures optimal use of energy with minimum extent of wastage as
far as
possible.
III. The steps taken by the company for utilizing alternate sources of energy; The
Company has not taken
any step for utilizing alternate source of energy.
IV. The capital investment on energy conservation equipment;
During the year under review, the Company has not made any capital investment on energy
conservation
equipment.
Power and Fuel Consumption:
Power Consumption:
Particulars |
Units |
Rate per unit |
Amount |
Total Units |
9869973 |
9.08 |
89588742 |
Fuel Consumption:
Diesel Consumed (Factory) |
162019 |
Diesel& Petrol Consumed (Vehicle) |
500420 |
(B) Technology absorption-
Your Company is committed towards technology driven innovation and inculcating an
innovation driven culture
within the organization. Your Company continued to work on advanced technologies, upgrade
of existing
technology and capability development in the critical areas for current and future growth.
I. The efforts made towards technology absorption;
II. The Company has not made any special effort towards technology absorption. However,
company is
always prepared for update its factory for new technology.
III. The benefits derived like product improvement, cost reduction, product development
or import
substitution: Not applicable
IV. In case of imported technology (imported during the last three years reckoned from
the beginning of
the financial year: Not applicable
V. The details of technology imported: Not applicable
VI. The year of import: Not applicable
VII. Whether the technology been fully absorbed: Not applicable
VIII. If not fully absorbed, areas where absorption has not taken place, and the
reasons thereof: Not applicable
IX. The expenditure incurred on Research and Development- Not applicable
(C.) Foreign exchange earnings and Outgo-
Particulars |
F.Y. 2023-2024 |
F.Y. 2022-2023 |
Foreign Exchange Earnings (in Rs.) |
NIL |
NIL |
Foreign Exchange Outgo (in Rs.) |
NIL |
NIL |
For and on Behalf of Board of Directors |
AKSHAR SPINTEX LIMITED |
Harry D. Paghdar |
Harikrushna S. Chauhan |
Managing Director |
Chairman cum Whole Time Director |
[DIN: 11096100] |
[DIN :07710106] |
Date: 1st August, 2025 |
Place: Haripar (Jamnagar) |