Dear Members,
Your Directors are pleased to present their 40th Annual Report on the
affairs of the Company together with the Audited Accounts for the financial year ended on
March 31, 2023.
FINANCIAL PERFORMANCE AND OUTLOOK
Rupees in Lakh
PARTICULARS |
2022-2023 |
2021-2022 |
Income from Operations |
17,557.60 |
26,110.29 |
Sale of Service |
137.86 |
75.44 |
Other Income |
83.37 |
46.48 |
Total |
17,778.83 |
26,232.21 |
Profit before financial overheads and depreciation |
1,614.03 |
1,928.95 |
Financial Overheads |
441.15 |
353.86 |
Depreciation |
391.70 |
368.60 |
Profit before Tax Exceptional and Extra-Ordinary Items |
781.18 |
1,206.49 |
Exceptional and Extra-Ordinary Items |
16.04 |
(4.45) |
Profit before Tax |
797.23 |
1,202.04 |
Current /Deferred Income Tax |
184.80 |
306.50 |
Profit after Tax-available for appropriation |
612.43 |
895.53 |
Basic Earnings Per Share |
4.80 |
7.03 |
During the year, income of the company from operations decreased by 32.76% from
Rs.26,110.29 Lakh to Rs.17557.60 Lakh and profit after tax also decreased by 31.61% from
Rs.895.53 Lakh to Rs.612.43 Lakh. The Company is carrying out business activities only in
one segment. The main reason for decline in income and sales was that FY 2021-2022 saw an
abnormally high increase in sales to the extent of 125.60% and increase in profit after
tax of 65.18%. is abnormal increase was due to huge increase in pent up demand of the
products of the company post COVID 19. During the FY 2022-23, the sales normalized. The
recessionary trends in the export markets particularly the monetary tightening by the
Central Banks also contributed to the slowdown in the demand.
Financial Statements of the Company have been prepared on IND-AS basis. ere was no
change in the nature of business of the company. Further, there has been no material
change/commitment that occurred after March 31, 2023, until the date of this report
affecting the financial position of the Company. The Company has complied with all the
applicable provisions of the Companies Act, 2013, relevant Rules and Secretarial
Standards. The Company has not revised its financial statement or Board's report in any of
the three preceding financial year. The key financial ratios as on March 31, 2023 are
given in the Corporate Governance Report. The Company has neither made any application
during the financial year nor any proceeding is pending against the Company at the end of
the financial year under the Insolvency and Bankruptcy Code, 2016. The Company has not
entered into any one-time settlement with any bank during the financial year.
DIVIDEND
The Board of Directors does not recommend any dividend for the year under review, due
to the requirement of funds for the growth of the Company.
TRANSFER TO RESERVE
The entire profit after tax has been carried over to the Balance Sheet as surplus as
decided by your Board of Directors and no amount has been transferred to any specific
reserve.
FIXED DEPOSITS
During the year under review, your Company has neither invited nor accepted/renewed any
fixed deposit. No fixed deposits outstanding or unclaimed as on March 31, 2023. Your
Company has never accepted deposits from the public.
CAPITAL STRUCTURE
During the year under review, there was no change in the capital structure of the
Company. e Company has neither issued shares with differential voting rights nor granted
any employee stock options or sweat equity shares. During the financial year, the Company
has not issued any type of debentures or preference shares or bonds.
Your Directors have decided to raise the funds by way of the issue of equity shares of
the company to its eligible shareholders on a right basis, for a maximum amount not
exceeding Rs.7,00,00,000/- (Rupees Seven Crores Only), subject to receipt of necessary
approvals, as applicable and in accordance with applicable provisions of the Companies
Act, 2013, Securities and Exchange Board of India and other applicable laws. In view
thereof, the Company needs to raise its Authorized Share Capital. erefore, the Board
recommends the increase Authorized Share Capital of the Company from Rs.12,75,00,000/-
(Rupees Twelve Crore Seventy Five Lakh Only) divided into 1,27,50,000 (One Crore Twenty
Seven Lakh Fi y ousand) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.16,00,00,000/-
(Rupees Sixteen Crore Only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity Shares
of Rs. 10/- (Rupees Ten) each for your approval.
INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company was not required to transfer any amount or share to
Investor Education and Protection Fund.
DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
None of the Directors of your Company is disqualified under the provisions of the
Companies Act, 2013 (hereinafter in this report called "the Act") or Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter in this report called "the Listing Regulations") as on March
31, 2023. A certificate issued by the Practicing Company Secretary in this respect is
annexed and forms part of the Annual Report.
All the Independent Directors of the Company have confirmed by way of declaration that
they meet the criteria of independence as prescribed under the Act and the Listing
Regulations.
In terms of section 152 of the Companies Act, 2013 and Articles of Association of the
Company Ms. Noor Gupta (DIN-03611790), Director, will retire by rotation and, being
eligible, offers herself for re-appointment. e following offcials are the Key Managerial
Personnel of the Company, pursuant to sections 2(51) and 203 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014,:
Mr. Suneel Gupta |
Managing Director |
Mr. Girish Singh Adhikari |
Chief Financial Officer |
Ms. Yashima Saluja |
Company Secretary |
e brief resume and other details of the Directors to be re-appointed, as required under
Listing Regulations have been provided in the notice of the Annual General Meeting.
Details of the meeting attended by the Directors are given in the Corporate Governance
Report. e balance of funds borrowed from Promoter Directors as on March 31, 2023, was
Rs.1,306.29 Lakh. The maximum amount of loan taken from the Directors during the year was
Rs. 2,395.07 Lakh.
Mr.Girish Singh Adhikari-Chief Finance Officer, Ms. Yashima Saluja-Company Secretary,
Mr. Abhijit Chowdhary-Production Head, Mr. Aditya Kumar-Merchandiser, Mr. Avnesh
Kumar-Purchase Manager and Mr. Deepak Bhati-Manager HR are in the Senior Management. ere
is no change in Senior Management since the close of the previous financial year.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
The entire promoter Directors are relatives within the meaning of the term
relative' as per section 2(77) of the Companies Act, 2013. None of the remaining
Directors are related to each other and promoters.
AUDITORS AND AUDITORS' REPORT
Messrs KSA & Co., Chartered Accountants, New Delhi were appointed the Statutory
Auditors of the Company for a period of 5 years from the conclusion of the 39th
Annual General Meeting and will continue to act as Statutory Auditors for the financial
year 2023-2024. There is no qualification, reservation or adverse remarks in the audit
report on the financial statement of the Company for the financial year ended March 31,
2023. The Report of the Auditors on the Financial Statements including relevant rules on
the accounts for the financial year ended March 31, 2023, are self-explanatory and do not
call for any further comments except as follow : The Company has received the
confirmation of balances from all the customers; The Company will deposit unspent
amount of Rs.15.38 Lakh, required to be incurred during the financial year 2022-2023, in
the Prime Minister's National Relief Fund, shortly.
The unsatisfied charges ID as mentioned in note number 43 of the Financial
Statements, i.e. 10066065; 100498309, 100547358 and 100640186. ese charges have been
satisfied by the Registrar of Companies, NCT of Delhi and Haryana on June 6, 2023.
COST AUDIT
INTERNAL AUDITORS
Pursuant to requirements of section 138 of the Act, Messrs Naveen Brahma Nand &
Company, Chartered Accountants, was an Internal Auditors for the financial year 2022-2023.
SECRETARIAL AUDIT REPORT
Messrs Anil Arora & Associates, Company Secretaries, New Delhi, was appointed as
Secretarial Auditors by the Board of Directors, for the financial year 2022-2023, as per
provisions of section 204 of the Companies Act, 2013. e Board has re-appointed them for
the financial year 2023-2024.
Messrs Anil Arora & Associates, Company Secretaries, New Delhi has given a
Secretarial Audit Report as per Regulation 24A of Listing Regulations, which is annexed
with Annual Report and forms its part.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
The Company does not have any Subsidiary, Material Subsidiary, Joint Venture or
Associate Company.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
The annual evaluation has been carried out by the Board of Directors of its own
performance and that of its Committees as well as a performance of all the Directors
individually including the Independent Directors as per provisions of section 134(3)(p) of
the Act and the Listing Regulations and as per detailed criteria prepared by the
Nomination and Remuneration Committee. The Independent Directors have also evaluated the
performance of the Chairman and non-Independent Directors in their separate meetings as
per criteria provided by the Nomination and Remunerations Committee.
The detail of programs held during the financial year for familiarization of the
Independent Directors with the Company, informing them about their roles, rights,
responsibility in the Company, nature of the industry in which the Company operates, the
business model of the Company and related matters are available on the website of the
Company at the web link:
https://www.ashnoortex.com/admin/pdf/Familization-Policy-for-Independent-Directors.pdf.
CODE OF CONDUCT
As per provisions of the Companies Act, 2013 and Listing Regulations, the Company has
laid down a code of conduct for all members of the Board of Directors including
Independent Directors and Senior Management of the Company, which includes the duties of
independent directors as laid down in the Act. All the Board members and senior management
personnel are required to afirm compliance with the code of conduct. ey have afirmed
compliance with the code for the financial year 2022-2023 and Managing Director has given
a declaration afirming compliance by them. The Code of Conduct is available on the website
of the Company on web link:
https://www.ashnoortex.com/admin/pdf/Code-of-Conduct-For-the-Board-Members-and-Senior-Management.pdf.
DIRECTORS' RESPONSIBILITIES STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, your Directors, in terms of
section 134(3)(c) of the Companies Act, 2013 confirm that:
a. in preparation for the annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards (Ind-AS) have been followed along with the
explanations relating to material departures, if any;
b. the directors have selected such appropriate accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent to give a
true and fair view of the State of affairs of the Company as on March 31, 2023, and of the
profit of the Company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d. the directors had prepared the annual accounts for the financial year ended March
31, 2023, on a going concern basis;
e. 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.
f. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS
During the financial year 2022-2023, seven (7) meetings of the Board of Directors of
the Company were held. All the required details of these meetings including the attendance
the Directors of these meetings are given in the Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
Your Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.
CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance with the provisions of the
Corporate Governance Report as prescribed under the Listing Regulations.
A detailed report on Corporate Governance along with Management Discussion and Analysis
Report are annexed as part of the Annual Report. A certificate issued by the Statutory
Auditors on Corporate Governance is also annexed with a detailed report on Corporate
Governance.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 policy of
the Company on the materiality of related party transactions or which are required to be
reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014. However, suitable disclosure has
been made in note number 47 to the Financial Statements.
The Policy on materiality of related party transactions of the Company is available on
Company's website at the web link:
https://www.ashnoortex.com/admin/pdf/Poilcy-on-Related-Party-Transactions.pdf.
BUSINESS RISK MANAGEMENT
Business Risk Management is a very important part of any business. e Company has
appropriate control mechanisms and operating effectiveness of the internal financial
controls and compliance system in respect of associated risk. Further, before taking any
strategic or financial decision various factors, viz. economic, social, market,
technology, foreign exchange involved, political situation, etc. are evaluated. During the
year, no risk has been identified which may threaten the existence of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed against the Company by the regulators
or courts, which would affect the going concern status of the Company and its future
operations.
INTERNAL FINANCIAL CONTROL
A detailed note has been provided under Management Discussion and Analysis Report
appended hereto.
VARIOUS COMMITTEES OF THE BOARD
Composition and other details about the various Committees of the Board of Directors
have been disclosed in the Corporate Governance Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-I'
to this Report.
CORPORATE SOCIAL RESPONSIBILITY
As per requirements of the Companies Act, 2013, your Company has formulated a CSR
Policy which includes the Company's approach towards CSR activities which may be carried
on by the Company as CSR, implementation mechanism, monitoring and evaluation, etc.
Annual report on CSR activities and initiatives taken as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure-II of
the Companies (Corporate Social Responsibility Policy) Rules, 2014 and annexed as Annexure-II
and forms an integral part of this report. As per requirements of the provisions of
section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has formed a CSR Committee. e composition and other
details of the Committee are given in Corporate Governance Report.
During the financial year 2022-2023, the Company was required to incur Rs.15.38 Lakh
for Corporate Social Responsibility. e short-term provisions for the same have been
created in the Balance Sheet in note number 20(b)(ii) and the Company will transfer the
unspent amount as per provisions of section 135 of the Companies Act, 2013.
During the financial year 2023-2024, the Company is required to incur a CSR expenditure
of Rs.17.98 Lakh. e CSR policy is available on Company's website at the web link:
https://www.ashnoortex.com/admin/pdf/ CSR-Policy.pdf.
ANNUAL RETURN
According to the provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company as on March 31, 2023 is uploaded on the website of the Company at web link:
https://www.ashnoortex.com/admin/pdf/Annual%20 Return-March%2031,%202023.pdf
VIGIL MECHANISM
A Vigil Mechanism in the form of Whistle Blower Policy as per provisions of section
177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and
Regulation 22 of the Listing Regulations has been formed by the Company, which provides
freely reporting of any genuine concern to the Chairman of the Audit Committee by any
Director or employee of the Company. The policy provides adequate safeguards against
victimization to such Director(s) or employee(s). Whistle Blower Policy duly approved by
the Board is available on the Company's website at the web link:
https://www.ashnoortex.com/admin/pdf/Whistle-Blower-Policy.pdf. the more details are
available in the Report on Corporate Governance that forms part of this Report.
PREVENTION OF INSIDER TRADING
In view to regulate insider trading in the securities of the Company by the Directors
and designated persons and ensure transparency the Company has framed a Code of Fair
Disclosure as per provisions of Listing Regulations. It helps to prevent insider trading
in the securities and ensure. The said Code is available on the Company's website at the
web link: https://www.ashnoortex.com/admin/pdf/Code%20of%20Fair%20 Disclosure.pdf
MANAGERIAL REMUNERATION
Details about remuneration as required under section 197(12) read with Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Rupees in Lakh
Sl. No |
Name of Director/KMP |
Designation |
Remuneration during the Year |
Percentage Increases/ decrease in Remuneration during the Year |
Ratio of Remuneration ofeach Director to median remuneration |
1. |
Mr. Suneel Gupta |
Managing Director |
18.00 |
0.00 |
5.95% |
2. |
Mrs. (Dr.) Sangeeta Gupta |
Whole Time Director |
18.00 |
0.00 |
5.95% |
3. |
Mr. Abhinav Gupta |
Whole Time Director |
18.00 |
0.00 |
5.95% |
4. |
Ms. Noor Gupta |
Promoter Director |
0.00 |
0.00 |
NA |
5. |
Mr. Anil Aggarwal |
Independent Director |
0.25 |
(93.75) |
428.308% |
6. |
Mr. Sanjay Arora |
Independent Director |
0.25 |
(50.00) |
428.308% |
7. |
Mrs. Divya Agarwal |
Independent Director |
0.25 |
100.00 |
428.308% |
8. |
Mr. Naresh KumarAggarwal |
Independent Director |
0.25 |
100.00 |
428.308% |
8. |
Girish Singh Adhikari |
CFO |
8.46 |
0.00 |
12.66% |
10. |
Yashima Saluja |
Company Secretary |
4.80 |
0.00 |
22.31% |
e Company has not paid any Commission to Managing Director and Whole Time Director. e
Company was having 287 permanent employees on the rolls of the Company. ere is no increase
in the median remuneration of the employees in the financial year. None of the employees
of the Company is drawing remuneration as per Rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has neither given any Loan nor Guarantee nor provided any security in
connection with a loan , which is covered under section 186 of the Act. e Company has
invested of additional funds for the time being available with the Company as given in
note number 3 and 6 in Balance Sheet.
COMPLAINT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
No complaint was received for sexual harassment by Internal Complaints Committee set up
under the captioned Act in the financial year 2022-2023. erefore, no complaint was pending
for redressal on March 31, 2023.
ACKNOWLEDGMENT
Your Directors place on record its appreciation for the wholehearted support and
valuable co-operation extended to the Company by the Banks, Central and State Government
Authorities, Stock Exchange, Regulatory Authorities and stakeholders for their continued
co-operation and support to the Company and also express their gratitude and thanks to
Shareholders, Customers, Suppliers, other business associates and employees at all level.