To
The Members
Your Directors here by presenting their 10th Annual Report of your Company on the
business and operations of the Company and the Audited Financial Statements for the
financial year ended March 31, 2023.
1. PERFORMANCE HIGHLIGHTS (STANDALONE)
Your Company has performed during the reporting period as follows: (In Rs.)
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from operations |
120,73,50,609.00 |
247,71,05,460.00 |
Other income |
286,27,093.00 |
5,73,54,534.00 |
Total revenue |
123,59,77,702.00 |
253,44,59,994.00 |
EBITDA |
7,25,70,278.00 |
26,27,31,732.00 |
Less: |
|
|
Finance Costs |
3,22,38,902.00 |
4,72,28,678.00 |
Depreciation |
8,66,41,814.00 |
10,18,44,985.00 |
Profit before tax, exceptional and extraordinary items |
(4,63,10,438.00) |
11,36,58,069.00 |
Add/(Less): Exceptional/Extraordinary income/(expense) |
0.00 |
0.00 |
Profit before tax |
(4,63,10,438.00) |
11,36,58,069.00 |
Less: Taxes on income |
40,52,949.00 |
1,99,06,044.00 |
Profit after tax |
(5,03,63,388.00) |
9,37,52,025.00 |
EPS Basic |
(2.01) |
3.75 |
EPS Diluted |
(2.01) |
3.75 |
Note: Previous year's figures have been regrouped/reclassified wherever necessary
to correspond with the current year's classification/disclosure.
Company's Performance
The Total income from Operations (net) of the Company for the year under review is Rs.
120,73,50,609 as compared to Rs. 247,71,05,460 of the previous year. Revenue from
Operations is decreased by approx. 51.26% as compared to previous year. Loss for the year
stood at Rs. 5,03,63,388 as compared to profit of Rs. 9,37,52,025 in the previous year.
In the reporting year, whole textile sector faced negative growth in the first eight
months of the year. However, in the last quarter, company performed well and recovered
maximum loss, but still cannot recover the whole loss incurred during the dark period.
2. TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General Reserves. Full
amount of loss carried to reserve & Surplus account of the Company.
3. SHARE CAPITAL
During the year under review, no changes were carried out in the authorized and paid-up
share capital of the Company The Present Capital of the company is as follows:
Authorised Share Capital
The Authorised Share Capital of the Company as at 31st March, 2023 was Rs.
25,00,00,000.00 consists of 2,50,00,000 equity shares of Rs. 10 each.
Issued Paid Up and Subscribed Capital
The Issued, Paid Up and Subscribed Share Capital of the Company as at 31st March, 2023
was Rs. 25,00,00,000.00 consists of 2,50,00,000 equity shares of Rs. 10 each.
4. DIVIDEND
In the reporting financial, company suffered loss Hence, company is not declaring
dividend for the financial year Year 2022-23.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
(Pursuant to Section 134 (3) (m) of the Companies (Accounts) Rules, 2014 and rules made
there under)
A. Conservation of energy i.) The steps taken or impact on conservation of
energy: The Company has taken measures and applied strict control system to monitor day to
day power consumption, to endeavor to ensure the optimal use of energy with minimum extent
possible wastage as far as possible. The day to day consumption is monitored and various
ways and means are adopted to reduce the power consumption in an effort to save energy.
ii.) The steps taken by the Company for utilizing alternate sources of energy: The
Company has not taken any step for utilizing alternate sources of energy.
iii.) The capital investment on energy conservation equipment: During the year under
review, Company has not incurred any capital investment on energy conservation equipment.
B. Technology absorption i.) The effort made towards technology absorption:
The Company has not imported any technology and hence there is nothing to be reported
here.
ii.) The benefit derived like product improvement, cost reduction, product development
or import substitution: None
iii.) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) a. The details of technology imported:
None
b. The year of import: None c. Whether the technology has been fully absorbed: None d.
If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: None
iv.) The expenditure incurred on Research and Development: During the year under
review, the Company has not incurred any Expenditure on Research and Development
C. Foreign Exchange Earnings & Expenditure: i) Details of Foreign Exchange
Earnings: (In Rs.)
S.N. |
Particulars |
FY 2022-23 |
FY 2021-22 |
1. |
Foreign Exchange Earnings |
- |
- |
ii) Details of Foreign Exchange Expenditure: (In Rs.)
S.N. |
Particulars |
FY 2022-23 |
FY 2021-22 |
1. |
Foreign Exchange Expenditure |
- |
- |
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiaries, joint ventures or associates in the period
under review.
7. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
There has been no significant events occurred after preparation of the balance sheet.
8. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company in the period under
review.
9. CHANGE IN THE REGISTERED OFFICE
There has been no change in the registered office of the Company in the period under
review.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board:
As on the date of this report, the Board comprises of following Directors;
Name of Director |
Category Cum Designation |
Date of Original Appointment |
Date of Appointment at current Term & designation |
Total
Director-
ship |
No. of Committee1 |
No. of
Shares held
as on
March
31, 2023 |
in which Director is Member |
in which Director is Chairman |
Mr. Rameshkumar Jivrajbhai Ranipa |
Chairman & Whole-time Director |
May 08, 2020 |
September 24, 2020 |
4 |
- |
- |
1,47,82,700 Equity Shares of Rs.10 each |
Mr. Jitendrabhai Gopalbhai Raiyani |
Executive Director |
August 06, 2020 |
October 01, 2022 |
4 |
2 |
- |
36,95,680 Equity Shares of Rs.10 each |
Mr. Pankajbhai Becharbhai Bhimani |
Whole-time Director |
August 06, 2020 |
September 24, 2020 |
1 |
- |
- |
NIL |
Mr. Rohankumar Jitendrabhai Raiyani |
Managing Director |
August 06, 2020 |
September 24, 2020 |
1 |
- |
- |
NIL |
Mr. Hiteshkumar Chhaganbhai Chaniyara |
Non-Executive Independent Director |
July 29,2020 |
September 24, 2020 |
1 |
2 |
2 |
NIL |
Ms. Jyoti Jashvantray Kataria |
Non-Executive Independent Director |
July 30,2020 |
September 24, 2020 |
1 |
2 |
- |
NIL |
Mr. Rutvikkumar Prabhudas Bhensdadiya |
Non-Executive Independent Director |
September 03, 2021 |
September 29, 2021 |
1 |
- |
- |
NIL |
Mr. Chandrakant Bhimjibhai Gopani |
Non-Executive Independent Director |
September 03, 2021 |
September 29, 2021 |
1 |
- |
- |
NIL |
1 Committee includes Audit Committee and Stakeholder's Relationship Committee across
all Public Companies.
2 Excluding LLPs, Section 8 Company & Struck Off Companies.
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations and the number of their directorship is within the limits laid
down under section 165 of the Companies Act, 2013.
11. DISCLOSURE BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company.
12. AUDITORS' QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS IN THE AUDITORS' REPORT
The Auditors Report contains unmodified opinion on the financial statements for the
period ended March 31, 2023. The statements made by the Auditors in their Report are
self-explanatory and do not call for any further comments.
13. CORPORATE SOCIAL RESPONSIBILITY
The Company falls under the criteria as mentioned under Section 135 of the Companies
Act, 2013, the provisions of Corporate Social Responsibility became applicable to the
Company for FY 2021-22 as Net Profit of Company crosses Threshold as per Audited Balance
Sheet as on March 31, 2021. The board of Directors of the Company have constituted CSR
Committee in their Board meeting held on May 19, 2021. Further Board of Directors have
approved CSR Policy recommended by CSR Committee.
CSR Committee is formulated to recommend the amount of expenditure to be incurred on
the CSR activities to be undertaken by the company and Committee shall monitor the CSR
policy of the Company from time to time.
Corporate Social Responsibility (CSR) liabilities for the Financial year 2022-23 was of
Rs. 65,007 (Sixty-Five thousand Seven Rupees Only). As against which, company spent Rs.
1,00,000 (One Lakhs Only) by donating the fund to the educational institute naming VALLABH
YOUTH ORGANISATION.
The Company's CSR Policy Statement and Annual Report on the CSR during the financial
year ended 31st March, 2023, in accordance with Section 135 of the Act and Companies
(Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure "A"
to this report. CSR Policy is available on the Company's Website at http://
angelfibers.com/wp-content/uploads/2022/11/CORPORATE-SOCIAL-RESPONSIBILITY.pdf.
14. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2023 is
available on the Company's website and can be accessed at
http://www.angelfibers.com/investor.php.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board are held at least once in a quarter. Additional Board
meetings are called & convened, as and when required, to discuss and decide on various
business policies, strategies and other businesses
During the year under review, 6 Board meetings were convened and held, details of which
are as follows:
Sr. No. |
Date of Board meeting |
No. of Directors entitled to attend the meeting |
No. of Directors present |
01 |
30-May-2022 |
08 |
08 |
02 |
03-Sep-2022 |
08 |
08 |
03 |
10-Oct-2022 |
08 |
08 |
04 |
14-Nov-2022 |
08 |
08 |
05 |
31-Dec-2022 |
08 |
08 |
06 |
18-Mar-2023 |
08 |
08 |
Name of Director |
Number of Board Meeting held |
Number of Board Meeting Eligible to attend |
Number of Board Meeting attended |
Presence at the previous AGM of F.Y. 2021-2022 |
Rameshkumar Jivrajbhai Ranipa |
06 |
06 |
06 |
YES |
Jitendrabhai Gopalbhai Raiyani |
06 |
06 |
06 |
YES |
Pankajbhai Becharbhai Bhimani |
06 |
06 |
06 |
YES |
Rohankumar Jitendrabhai Raiyani |
06 |
06 |
06 |
YES |
Hiteshkumar Chhaganbhai Chaniyara |
06 |
06 |
06 |
YES |
Jyoti Jashvantray Kataria |
06 |
06 |
06 |
YES |
Rutvikkumar Prabhudas Bhensdadi |
06 |
06 |
06 |
YES |
Chandrakant Bhimjibhai Gopani |
06 |
06 |
06 |
NO |
16. GENERAL MEETINGS
During the year under review, only one meeting of members was held and that was Annual
General Meetings held on 28th September, 2022.
17. INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the act that they meet the criteria of independence laid down in
Section 149 (6) of the Act. In the opinion of the Board, all our Independent Directors
possess requisite qualifications, experience, expertise including the Proficiency and hold
high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014.
A separate meeting of Independent Directors was held on 18TH March, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
18. INFORMATION ON DIRECTORATE
During the year under review, there were no change in constitution of the Board of
Directors of the Company.
In accordance with the provisions of Section 152 and other applicable provisions if any
of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force) Mr. Rohankumar Jitendra Raiyani (DIN: 08814726) is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, have offered
himself for re-appointment.
During the year under review, with approval of members in their meeting held on
September 28, 2022, Designation of Mr. Jitendra Goplabhai Raiyani (DIN: 00284527) has been
changed from Non Excutive Director to Executive Director of the company.
19. DETAILS OF KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, during the FY 2022-23, the Company
had , Mr. Rameshkumar Jivrajbhai Ranipa, Chairman and Whole Time Director, Mr. Pankaj
Becharbhai Bhimani, Whole Time Director, Mr. Rohankumar Jitendra Raiyani, Managing
Director, Mr. Ashish Dhirajbhai Desai, Chief Financial officer and Ms. Reena Jayantilal
Kanabar as Company Secretary and Compliance Officer of the Company as Key Managerial
Personnel.
20. PERFORMANCE EVALUATION
The Board of Directors has 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 the criteria such as the board composition and structure
effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee and Independent Directors in
their separate meeting has reviewed the performance of the individual Directors on the
basis of the criteria such as the contribution of the individual Director to the Board and
Committee Meetings like preparedness on the issues to be discussed meaningful and
constructive contribution and inputs in meetings etc. In addition, the chairman was also
evaluated on the key aspects of his role.
Separate meeting of independent directors was held 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
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.
21. COMMITTEES OF BOARD
The Board of Directors in line with the requirement of the act has formed various
committees, the detailed terms of reference of the Committee is available on the website
of the Company at www.angelfibers.com.
A. Audit Committee:-
The Board of Directors had constituted Audit Committee in line with the provisions of
Section 177 of the Companies Act, 2013.
During the year under review, the Audit Committee met 4 (Four) times during the
Financial Year 2022-23, on 30-05-2022, 03-09-2022, 14-11-2022 and on 18-03-2023.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
Held |
Eligible to attend |
Attended |
Mr. Hiteshkumar Chhaganbhai Chaniyara |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
4 |
Ms. Jyoti Jashvantray Kataria |
Non-Executive Independent Director |
Member |
4 |
4 |
4 |
Mr. Jitendrabhai Gopalbhai Raiyani |
executive Director |
Member |
4 |
4 |
4 |
The Statutory Auditors & Chief Financial Officer of the Company are invited in the
meeting of the Committee wherever requires. Further, the Company Secretary of the Company
is acting as Company Secretary to the Audit Committee.
Recommendations of Audit Committee wherever/whenever given have been accepted by the
Board.
Other information
Executives from Accounts, Finance and Secretarial Departments and representatives of
Statutory and Internal Auditors attend Audit Committee Meetings as and when required.
The Chairman of the Audit Committee was present at the previous Annual General Meeting
of the Company held on 28.09.2022.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.angelfibers.com .
B. Stakeholder's Relationship Committee
The Stakeholder's Relationship Committee had duly formed mainly to focus on the
redressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /
Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend
Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a
quarterly basis regarding the status of redressal of complaints received from the
shareholders of the Company. The terms of reference of the Committee is available on the
website of the Company at www.angelfibers.com.
During the year under review, Stakeholder's Relationship Committee met 4 (Four) times
on 30-05-2022, 03-09-2022, 14-11-2022 and on 18-03-2023. The composition of the Committee
and the details of meetings attended by its members are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
Held |
Eligible to attend |
Attended |
Mr. Hiteshkumar Chhaganbhai Chaniyara |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
4 |
Ms. Jyoti Jashvantray Kataria |
Non-Executive Independent Director |
Member |
4 |
4 |
4 |
Mr. Jitendrabhai Gopalbhai Raiyani |
Executive Director |
Member |
4 |
4 |
4 |
During the year under review, the Company had not received any complaint.
C. Nomination and Remuneration Committee
The Nomination and Remuneration committee had duly formed in line with the provisions
of Section 178 of the Companies Act 2013. The detailed terms of reference of the Committee
is available on the website of the Company at www.angelfibers.com.
During the year under review Nomination and Remuneration Committee met 02 (two) times
on 03-09-2022 and on 18-03-2023. The composition of the Committee and the details of
meetings attended by its members are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
Held |
Eligible to attend |
Attended |
Mr. Hiteshkumar Chhaganbhai Chaniyara |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
2 |
Ms. Jyoti Jashvantray Kataria |
Non-Executive Independent Director |
Member |
2 |
2 |
2 |
Mr. Jitendrabhai Gopalbhai Raiyani |
Executive Director |
Member |
2 |
2 |
2 |
D. Corporate Social Responsibility Committee
The Corporate Social Responsibility committee had duly formed in line with the
provisions of Section 135 of the Companies Act 2013. The detailed terms of reference of
the Committee is available on the website of the Company at www.angelfibers.com
During the year under review Corporate Social Responsibility committee met 02 (two)
time i.e. on 03-09-2022 and on 18-03-2023. The composition of the Committee and the
details of meetings attended by its members are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
Held |
Eligible to attend |
Attended |
Mr. Hiteshkumar Chhaganbhai Chaniyara |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
2 |
Ms. Jyoti Jashvantray Kataria |
Non-Executive Independent Director |
Member |
2 |
2 |
2 |
Mr. Jitendrabhai Gopalbhai Raiyani |
Executive Director |
Member |
2 |
2 |
2 |
22. NOMINATION AND REMUNERATION POLICY
The Board of Directors has formulated a Policy to create a high-performance culture. It
enables the Company to attract motivated and retained manpower in competitive market, and
to harmonize the aspirations of human resources consistent with the goals of the Company.
The policy lays down a framework for selection, appointment of Directors and Senior
Management and for determining qualifications, positive attributes and independence of
Directors. The Board has also formulated a Policy relating to remuneration of Directors,
members and Senior Management and Key Managerial Personnel.
The Company pays remuneration by way of salary, benefits, perquisites and allowances to
its Executive Directors and Key Managerial Personnel.
The policy is placed on the website of the company at www.angelfibers.com.
23. REMUNERATION OF DIRECTORS
The details of remuneration paid during the Financial Year 2022-23 to Directors of the
Company is provided in Form MGT-7 available on website of the company at
www.angelfibers.com.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loan given, investments made, guarantees given and securities provided
covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the
notes to the Financial Statements.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All Related Party Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for Related Party Transactions which are of
repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's
Length. There were no contracts, arrangements or transactions which was executed not in
ordinary course of business and/or not at arm's length basis. Further, there were no
related party transactions with the Company's Promoters, Directors, Management or their
relatives, which could have had a potential conflict with the interests of the Company.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and at Arm's Length basis. There were no Material Related Party Transactions,
i.e. transactions exceeding 10% of the annual consolidated turnover as per the last
audited financial statement, were entered during the year by your Company. Although
approval of the shareholders were taken under the provisions of Section 188 of the
Companies Act 2013 and the rules made thereunder and as amended from time to time inspite
of transactions with related party in the ordinary course of business and at the arm's
length basis as an abundant precautionary measure. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is attached as Annexure"B".
Members may refer to the notes to the accounts for details of related party
transactions entered as per Indian Accounting Standard 24. The Board of Directors
of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013 and the Rules thereunder.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations,
your Company has formulated a Policy on Related Party Transactions. The Policy on
Materiality of and dealing with Related Party Transactions as approved by the Board is
uploaded on the Company's website and can be accessed at the Web-link:www.angelfibers.com.
The Policy intends to ensure that proper reporting, approval and disclosure processes are
in place for all transactions between the Company and Related Parties.
26. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rules made there under.
A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014: a) The ratio of remuneration of each director to
the median remuneration of employees for the Financial Year and the Percentage increase in
remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the Financial Year:
Sr. No. |
Name |
Designation |
Nature of Payment |
Ratio against median employee's remuneration |
Percentage Increase |
1. |
Mr. Rameshkumar J Ranipa |
Chairman & Whole Time |
Remuneration |
- |
Not Applicable |
2. |
Mr. Jitendrabhai G Raiyani |
Executive Director |
Remuneration |
2.44 :1 |
Not Applicable |
3. |
Mr. Pankajbhai B Bhimani |
Whole Time Director |
Remuneration |
- |
Not Applicable |
4. |
Mr. Rohankumar J Raiyani |
Managing Director |
Remuneration |
3.29 :1 |
558.89% |
5. |
Mr. Rameshkumar J Ranipa |
Chairman & Whole Time |
Sitting Fees |
0.05:1 |
Not Applicable |
6. |
Mr. Jitendrabhai G Raiyani |
Executive Director |
Sitting Fees |
0.02:1 |
Not Applicable |
7. |
Mr. Pankajbhai B Bhimani |
Whole Time Director |
Sitting Fees |
0.04:1 |
Not Applicable |
8. |
Mr. Rohankumar J Raiyani |
Managing Director |
Sitting Fees |
0.05:1 |
Not Applicable |
9. |
Mr. Hiteshkumar C Chaniyara |
Non-Executive Independent Director |
Sitting Fees |
0.02:1 |
Not Applicable |
10. |
Ms. Jyoti J Kataria |
Non-Executive Independent Director |
Sitting Fees |
0.02:1 |
Not Applicable |
11. |
Mr. Rutvikkumar Prabhudas Bhensdadiya |
Non-Executive Independent Director |
Sitting Fees |
- |
Not Applicable |
12. |
Mr. Chandrakant Bhimjibhai Gopani |
Non-Executive Independent Director |
Sitting Fees |
- |
Not Applicable |
13. |
Ms. Reena Kanabar |
Company Secretary & Compliance Officer |
Remuneration |
0.23:1 |
-23.61% |
14. |
Mr. Ashish D Desai |
Chief Financial Officer |
Remuneration |
0.93:1 |
76.34% |
*Median of only those employees are considered who were in employment for at least 6
months.
** During the year under review, company has paid sitting fees as well as remuneration
to all the executive directors and paid sitting fees to all other directors, hence,
remuneration and sitting fees both are compared separately.
*** We have taken Median of all the Employees which were on roll for more than 6 months
during the year. b) The percentage increase in the median remuneration of employees in
the financial year:
The median remuneration of the employees in current financial year was increase by
31.60% over the previous financial year.
c) The number of permanent employees on the rolls of the Company: 36 permanent
Employees as on March 31, 2023. d) Average percentile increases already made in the
salaries of employees other than the managerial personnel in the last financial year and
its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
The Average salary of employees is increase by 23.63% whereas the remuneration of the
executive directors was also increased and it was within the limit as approved by the
shareholders of the Company.
e) Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the Remuneration Policy of the Company.
27. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
28. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY
The company does not have any Subsidiary, Associate or Joint Venture.
29. MATERIAL CHANGES AND COMMITMENT DURING THE YEAR UNDER REVIEW
There was no material change during the year under review.
Further, after Closure of Financial year the Company got approval from BSE Limited
regarding Reclassification of Shareholders under Regulation 31A of SEBI (Listing
obligation and Disclosure) Requirement, 2015 vide Exchange Letter dated August 16, 2023
for which the application was made on July 03, 2021.
30. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There were no Material Changes that took place from the end of Financial Year till the
date of this report.
31. INSURANCE
The assets of your Company have been adequately insured.
32. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals which impact the going concern status and the Company's operations in future.
33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any nature we have
framed Prevention of Sexual Harassment Policy through which we address complaints of
sexual harassment at all workplaces of the Company. Our policy assures discretion and
guarantees non-retaliation to complainants. We follow a gender-neutral approach in
handling complaints of sexual harassment and we are compliant with the law of the land
where we operate. Further, the company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review there were no incidences of sexual harassment reported.
34. COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI
The company is in compliance with all the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and approved by the Central Government.
35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate and efficient internal and external control system, which
provides protection to all its assets against loss from unauthorized use and ensures
correct reporting of transactions. The internal control systems are further supplemented
by internal audits carried out by the respective Internal Auditors of the Company and
Periodical review by the management. The Company has put in place proper controls, which
are reviewed at regular intervals to ensure that transactions are properly authorised,
correctly reported and assets are safeguarded.
36. 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.
37. CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavor to enhance long-term shareholder value and respect minority
rights in all our business decisions.
As our company has been listed on BSE SME Platform of Bombay Stock Exchange Limited
(BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as
specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation
46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate
Governance Report does not form a part of this Board Report, though we are committed for
the best corporate governance practices.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 a review of the performance of the Company for the year
under review Management Discussion and Analysis Report is presented in a separate section
which is annexed to this Report as Annexure - C.
39. RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to identify measure and mitigate
business risks and opportunities. This framework seeks to create transparency, minimise
adverse impact on the business objective and enhance the Company's competitive advantage.
This risk framework thus helps in managing market, credit and operations risks and
quantifies exposure and potential impact at a Company level.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the
best of their knowledge and ability confirm that: a. in the preparation of the annual
financial statements for the year ended March 31, 2023, the applicable accounting
standards have been followed with no material departures;
b. 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 as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors have prepared the annual financial statements on a going concern
basis;
e. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
f. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
41. STATUTORY AUDITORS
In accordance with provisions of Section 139 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, the Company has appointed M/s. Chetan Agarwal
& Co., Chartered Accountants (FRN: 120447W) as Statutory Auditors of the Company to
hold the office till conclusion of 10th Annual General Meeting to be held on the year
2023.
M/s. Chetan Agarwal & Co., Chartered Accountants (FRN: 120447W), proposed to be
re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting,
for the second term of Five consecutive years for a term till the conclusion of 15th
Annual General Meeting to be held in the calendar year 2028.
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 Auditors' Report is enclosed with the financial statements in
this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
42. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules
made thereunder, the Company has appointed M/s SCS and Company LLP, Practicing Company
Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is
annexed to the Board's Report and forms an integral part of this Report as ANNEXURE-D.
43. COST AUDIT
The Company has appointed M/s Manish Bhagvandas Analkat, Cost Auditor (Firm
Registration No. 100261) as cost auditor for conducting the cost audit in respect of the
products manufactured by the Company as per the provisions of Section 148 of the Companies
Act, 2013 for the period under review. Further, as per Section 148 of the Companies Act,
2013, the remuneration payable to the Cost Auditor is required to be ratified at the
ensuing Annual General Meeting.
Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of
Directors of the Company, in their meeting held on May 30, 2023 appointed M/s Manish
Bhagvandas Analkat, Cost Auditor (Firm Registration No. 100261) for auditing the cost
records of your Company for the year 2023-24. M/s Manish Bhagvandas Analkat, Cost Auditor
(Firm Registration No. 100261), have confirmed that they are free from disqualification
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of
the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act.
They have further confirmed their independent status and an arm's length relationship with
the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be ratified at the ensuing Annual General
Meeting.
The Company has maintained cost accounts and records in accordance with provisions of
Section 148 of the Companies Act, 2013 and rules thereof.
44. WEBSITE
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely
"www.angelfibers.com" containing the information about the Company. The website
of the Company is containing information like Policies, Shareholding Pattern, Financial
and information of the designated officials of the Company who are responsible for
assisting and handling investor grievances for the benefit of all stakeholders of the
Company etc.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the Financial Year 2022-23, there was no application made and proceeding
initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company. As on the date of this report, there is no
application or proceeding pending against your company under the Insolvency and Bankruptcy
Code, 2016.
46. GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014
and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
47. Acknowledgements
We take this opportunity to thank the employees for their dedicated service and
contribution to the Company.
We also thank our banks, business associates and our shareholders for their continued
support to the Company.
Date : 04.09.2023 |
For and on Behalf of the Board of Directors, |
Place : Haripar, Jamnagar |
|
Angel Fibers Limited |
|
Mr. Rohankumar Raiyani |
Mr. Rameshkumar Ranipa |
|
Managing Director |
Chairman & Whole-time Director |
|
(DIN :08814726) |
(DIN :03339532) |