To
The Members,
AARNAV FASHIONS LIMITED
The Board of Directors is delighted to present the 42nd
report of the business and operations of Aarnav Fashions Limited ("the
Company"), along with the Summary of Audited Financial Statements, for the Financial
Year ended on March 31, 2025.
1. FINANCIAL RESULTS:
(Amount in Lakh)
PARTICULARS |
2024-2025 |
2023-2024 |
Revenue from Operations |
37908.37 |
35649.07 |
Other Income |
95.31 |
27.16 |
Total Income |
38003.68 |
35676.23 |
Profit/(Loss) before Finance
Cost, Depreciation & Tax |
3010.58 |
2743.94 |
Less: Depreciation
/Amortization/Impairment |
801.84 |
769.81 |
Less: Finance Costs |
1019.00 |
1214.88 |
Profit/(Loss) Exceptional items
and Tax Expense |
1225.87 |
759.25 |
Profit/(Loss) before Tax |
1225.87 |
759.25 |
Provision for Taxation - Current
Tax |
370.00 |
275.00 |
Deferred Tax |
(82.27) |
(77.45) |
Excess provision for Tax
expense for earlier years |
14.20 |
0 |
Profit for the year |
923.94 |
561.70 |
Total Comprehensive Income/Loss |
962.20 |
638.94 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the year under review, Company has earned total income of Rs.
37908.37 Lakh as against the total income of Rs. 35676.23 Lakh of previous year. The total
income of the company was up by 6.34% over previous year. Further, Profit before Tax in
the financial year 2024-2025 stood at Rs. 1225.87 Lakh as compared to Rs 759.25 Lakh of
last year and Net Profit after Tax stood at Rs. 923.94 Lakh compared to profit of Rs.
561.70 Lakhs for previous year. The profit of the Company increased about 64.50% as
compared to previous financial year.
3. CHANGE IN NATURE OF BUSINESS:
During the year, the Company has not changed its business or object and
continues to be in the same line of business as per the main object of the Company.
4. DIRECT LISTING OF SECURITIES AT NATIONAL STOCK EXCHANGE OF INDIA
LIMITED (NSE):
The Directors of the Company in its meeting held on July 13, 2024; had
considered and approved proposal of direct listing of Company's securities at Main board
of National Stock Exchange of India Limited (NSE) without any public offer or further
issue of share, subject to approval of National Stock Exchange of India Limited (NSE) or
any other statutory authorities if any.
5. CHANGE IN THE REGISTERED OFFICE:
During the year under review, there is no change of registered office
of the Company. The Registered Office of the Company is situated at 1, New Cloth Market,
O/s, Raipur Gate, Raipur, Ahmedabad-380002 Gujarat, India.
6. TRANSFER TO RESERVES:
During the year, the Company has not apportioned any amount to other
reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in
the Balance Sheet of the Company.
7. DIVIDEND:
In order to plough back the profits for the activities of the company
and strategy of growth in the business through enhancing manufacturing capacity, your
directors do not recommend any dividend for the financial year.
8. BOARD MEETING
During the year under review, Board of Directors of the Company met 9
(Nine) times. The dates of the meetings of the Board and attendance of Directors are
mentioned in the Corporate Governance Report as enclosed with this report.
Sr. No |
Date of Meeting |
1 |
08-05-2024 |
2 |
29- 05-2024 30- 05-2024
(Adjourned) |
3 |
13-07-2024 |
4 |
24-07-2024 |
5 |
07-09-2024 |
6 |
29-10-2024 |
7 |
23-01-2025 |
8 |
03-02-2025 |
9 |
26-03-2025 |
All the meetings were conducted through Physical mode.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Champalal Gopiram Agarwal, (DIN: 01716421) Whole Time Director of
the Company will retire by rotation at the ensuing42nd Annual General Meeting
and being eligible offers himself for reappointment.
None of the directors of the company is disqualified under the
provisions of the company Act, 2013 or under the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015.
Ms. Milee Chandresh Kamdar Appointed as Company Secretary &
Compliance Officer of the Company with effect from May 08, 2024.
10. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received statements from all the Independent Directors
confirming their alignment with the independence criteria as stipulated under sub-section
(6) of Section 149 of the Companies Act, 2013, as well as under Regulation 16(1)(b) in
conjunction with Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In adherence to Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all the Non-Executive Independent Directors of the Company have
duly registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar.
Furthermore, they have successfully included their names in the database for Independent
Directors within the statutory timeline.
The Independent Directors have also affirmed their compliance with
Schedule IV of the Companies Act and the Company's established Code of Conduct.
Pursuant to Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors have validated that
they possess no knowledge of any circumstances or situations, either current or potential,
that could hinder or influence their capacity to fulfil their responsibilities with
impartial and objective judgment, free from external influences.
Throughout the year, the Independent Directors of the Company
maintained a lack of pecuniary relationships or transactions with the Company, apart from
receiving sitting fees, commissions, and reimbursements for expenses related to their
participation in meetings of the Board of Directors and its Committees.
11. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company's Board Members have been given opportunities to acquaint
themselves with the Company, its management, and operations. Directors receive necessary
documents to enhance their understanding of the Company, its operations, and the industry.
Independent Directors are informed of their roles and responsibilities
upon appointment through a formal letter, including engagement terms. Executive Directors
and Senior Management provide insights into operations, Company values, and structure for
new Non-Executive Directors. This encompasses committee constitution, board procedures,
risk management strategies, etc.
Senior management periodically presents on Company operations, plans,
strategy, risks, and new initiatives, seeking the Board's input. Directors are briefed on
evolving responsibilities and duties. The Board receives summaries of critical regulatory
changes.
Weblink for the same is
https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-26.pdf.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS
Board Members are selected and appointed based on a comprehensive set
of criteria, including ethical standards, personal and professional standing, domain
expertise, gender diversity, and specific qualifications pertinent to the role. The
evaluation process also incorporates the independence criteria defined in Section 149(6)
of the Companies Act, 2013, and Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Following the guidance of the Nomination and Remuneration Committee and
in compliance with Section 178(3) of the Companies Act, 2013, and Regulation 19(4) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
formulated a remuneration policy for Directors, Key Management Personnel (KMPs), and
Senior Management.
We affirm that the compensation provided to Directors aligns with the
stipulations outlined in the Company's Nomination and Remuneration Policy. Web link for
the same is https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-
download-25.pdf.
13. VIGIL MECHANISM:
The Company has instituted a vigil mechanism, also known as the
Whistleblower Policy. This policy empowers employees to bring forth instances of unethical
behavior, suspected or actual fraud, or breaches of the Company's Code of Conduct to the
attention of management. The adopted mechanism actively encourages individuals to report
genuine concerns or grievances. It also ensures protection against any form of retaliation
for those utilizing the mechanism. In extraordinary situations, direct access to the
Chairman of the Audit Committee is facilitated.
The functionality of this vigil mechanism undergoes periodic reviews by
the Audit Committee. It's noteworthy that none of the individuals who have acted as
whistleblowers have encountered obstacles in accessing the Audit Committee of the Board.
The Whistle Blower Policy of the Company is available on the website of the Company. The
weblink for the same is
https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-17.pdf.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability confirm and state
that
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for that period;
iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv. the Directors had prepared the annual accounts on a 'going concern'
basis;
v. the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
In terms of Section 134(5)(e) of the Act, the term Internal Financial
Control means the policies and procedures adopted by a company for ensuring orderly and
efficient conduct of its business, including adherence to company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial information.
Internal Control over Financial Reporting (ICFR) remains an important
component to foster confidence in a company's financial reporting, and ultimately,
streamlining the process to adopt best practices. Your Company through Internal Audit
Program is regularly conducting test of effectiveness of various controls. The ineffective
and unsatisfactory controls are reviewed and remedial actions are taken immediately. The
internal audit plan is also aligned to the business objectives of the Company which is
reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the
adequacy and effectiveness of your Company's internal control framework. Adequate internal
financial controls are in place which ensures the reliability of financial and operational
information. The regulatory and statutory compliances are also ensured.
16. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of the Annual Return as at March 31, 2025 on its
website at www.aarnavgroup.com. By virtue of amendment to Section 92(3) of the Companies
Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as
part of the Board's report. The weblink of Annual Return is
https://aarnavgroup.com/wp-content/uploads/2021/09/Click-here-to- download.pdf
17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:
Since the company does not have any Subsidiary / Joint Ventures /
Associate Concerns, no financial position of such concern(s) are required to be included
in the financial statement.
18. AUDITORS:
a) Statutory Auditors
As per the provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, M/s. Nahta Jain & Associates, Chartered Accountants,
Ahmedabad (ICAI Registration No. 106801W) were appointed as Statutory Auditors of the
Company for a period of five years from the conclusion of the 41st AGM to the
conclusion of the 46stAGM to be heldin 2029
The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The report given by the Statutory Auditors on the financial
statements of the Company is a part of this Annual Report. There were no qualifications,
reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the financial year ended on March 31, 2025 and has noted that the same does
not have any reservation, qualification or adverse remarks. However, the Board decided to
further strengthen the existing system and procedures to meet all kinds of challenges and
growth in the coming years.
b) SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/S Ravi Kapoor & Associates, a firm of Company Secretaries in
practice, to conduct the Secretarial Audit of the Company for the financial year
2024-2025.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the year
ended March 31, 2025 on the Compliances according to the provisions of Section 204 of the
Companies Act, 2013 and has noted that during the year, the Company does not have any
reservation, qualification or adverse remarks. The secretarial Audit Report is attached in
Annexure- A of this Annual Report.
Annual Secretarial Compliance Report
The Company has filed the Annual Secretarial Compliance Report for the
year 2024-2025 with the BSE Ltd. The report was received from a Practicing Company
Secretary and filed within the stipulated time as specified under Regulation 24A of the
SEBI (LODR) Regulations.
c) INTERNAL AUDITOR
Pursuant to provision of Section 138 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and section 179 read with Rule 8(4) of the Companies (Meeting of
Board and its Power) rules, 2014 the Company had appointed M/s Mayur B Parikh (Firm Regn.
No. 137505W) Chartered Accountants as Internal auditor of the Company for the Financial
Year 20242025.
d) COST AUDITORS
Your Company maintained the required cost records as specified by the
Central Government under sub-section (1) of section 148 of the Act. On the recommendation
of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co.,
Cost Accountants, Ahmedabad as Cost Auditors of the Company for financial year ended on
31st March 2025.
The remuneration of Cost Auditors has been approved by the Board of
Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013
and Rules thereunder requisite resolution for ratification of remuneration of the Cost
Auditors by the members has been set out in the Notice of the 42nd Annual
General Meeting of your Company
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 and rule 8(3)
of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are as under:
A. Conservation of Energy:
I. the steps taken or impact on conservation of Energy
- The company has installed inverters / AC drives to save the power.
- Other necessary energy conservation measures are taken on day to day
basis.
- The Company has installed various resources saving machineries i.e.
Caustic Recovery Plant (CRP) for reuse of Caustic.
II. the steps taken by the unit for utilizing alternate sources of
energy
- The company has installed hot water collector which enables the reuse
of hot water.
- The company has installed power generator system from the Steam based
boiler for the power generation for self consumption
III. the capital investment on energy conservation equipment during the
year:- NIL
B. Technology Absorption:
i. The efforts made towards technology absorption
- Efforts were made to adopt new technology by installing new
improved/developed machines.
- Implemented and successfully executed ERP system
ii. the benefits derived as a result of above efforts
- Quality of fabric processed improved by adoption of new technology
- Cost Efficient use
- Increased Productivity and Efficiency
- Data Analysis and Reporting
- Risk analysis and prepare performance reports
iii. In case of Imported technology (imported during the last three
years reckoned from the beginning of the financial year):
The company has imported various imported Machineries for Printing
Process, Laser Engraving
Work, Finishing Processes, etc during the last three years for
betterment of Finished quality in terms of Design Sharpness and Brightness and also for
smoother and faster cloth processing of Raw Cloth.
iv. The expenditure incurred on Research and Development during the
year: NIL
C. The particulars of foreign exchange earnings and outgoes:
| Foreign Exchange Earnings: |
FY 24-25 |
FY 23-24 |
| FOB Value of Exports (Rs. in Lakh) Foreign
Exchange Outgoes: C.I.F. Value of Imports (Rs. in lakh) |
249.19 |
843.16 |
| Purchase - Yarn |
449.35 |
0.00 |
| Raw Materials -Cloth |
0.00 |
0.00 |
| Stores & Spares |
162.10 |
132.28 |
| Expenditure in Foreign Currency (Rs. in Lakh) |
|
|
| Foreign Travelling |
15.13 |
27.70 |
| Machinery Repairs |
0.00 |
0.00 |
20. PUBLIC DEPOSIT
The company has not accepted any deposits from the public. Hence, the
directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of
the Company Act, 2013 or any other relevant provisions of the Act and the Rules there
under are not applicable
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, Guarantees and investments in terms of
Section 186 of the Companies Act, 2013 for the financial year under review have been
provided in the Notes to Financial Statement which forms part of this Annual Report
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report, no other material changes
and commitments which could affect the Company's financial position have occurred between
the end of financial year of the Company and date of this report.
A. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
No significant and material order was passed by any competent authority
impacting Company Operation in future.
23. AUTHORIZED CAPITAL:
The authorized share capital of the Company is Rs.69, 47,50,000/-
(Rupees Sixty-Nine Crores Forty-Seven Lakhs and Fifty Thousand only) divided into
6,94,75,000 (Six Crore Ninety-Four Lakh Seventy-Five Thousand) Equity Shares of Rs. 10/-
(Rupees Ten only) each."
24. ISSUED, SUBSCRIBED & PAID-UP CAPITAL
The present Paid-up Capital of the Company is Rs. 42,23,86,280/-
(Rupees Forty-Two Crore Twenty-Three Lakh Eighty-Six Thousand Two Hundred Eighty Only)
divided into 4,22,38,628 (Four Crore Twenty-Two Lakh Thirty-Eight Thousand Six Hundred
Twenty-Eight) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
25. RISK MANAGEMENT:
The Management has evaluated various risks like market risk, credit
risk liquidity risk etc. The management is however, of the view that none of the above
risks may threaten the existence of the Company as robust Risk mitigation mechanism is put
in place to ensure that there is nil or minimum impact on the Company in case any of these
risks materialize.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of section 135 of Companies Act, 2013 are not
applicable.
27. RELATED PARTY TRANSACTIONS:
It appears that you've provided a statement regarding a company's
adherence to ethical standards, transparency, and compliance with various regulations
related to related party transactions. In this statement, the company emphasizes that all
contracts, arrangements, and transactions with related parties were conducted in the
ordinary course of business and on an arm's length basis. They state that there were no
material contracts with related parties as defined by the relevant legal provisions.
The company mentions that related party transactions are reviewed and
approved by the Audit Committee as required by the law and listing regulations. They also
state that they have submitted half-yearly disclosures of related party transactions to
the Stock Exchanges in accordance with the listing regulations.
The company has provided a statement of particulars of contracts and
arrangements with related parties as per the prescribed format (Form-AOC-2) in the Board
Report.
The statement clarifies that there were no significant related party
transactions with the company's promoters, directors, management, their relatives,
subsidiaries, or associate companies that could potentially conflict with the interests of
the company and require shareholders' approval under the Listing Regulations.
The form AOC-2 pursuant to section 134 (3)(h) of the Companies Act,
2013 read with the Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed to this
Report as "Annexure - B".
28. FORMAL ANNUAL EVALUATION:
The Company has established a comprehensive policy for evaluating the
performance of the Board, Committees, and individual Directors, encompassing both
Independent and Non-Executive Directors, as well as Executive Directors.
In accordance with this policy, the Board has conducted an annual
appraisal of its own performance and that of individual Directors, including Independent
Directors. Furthermore, Committees of the Board have conducted self-assessments, with the
results presented to the Chairman of the Nomination and Remuneration Committee for review.
For the evaluation of Independent Directors, the entire Board, except
the Director being evaluated, participated. The performance assessment of the Chairman and
Non-Independent Directors was executed by the Independent Directors, who also evaluated
the overall performance of the Board.
The evaluation of the Board's functionality encompassed various
dimensions, including the degree to which key responsibilities were fulfilled, Board
structure, composition, assignment of duties to Committees, effectiveness of Board
processes, and information flow.
Directors were evaluated on factors such as their presence and
contribution during Board and Committee Meetings, as well as their guidance and support to
management outside these meetings. Additionally, the Chairman underwent assessment of
critical aspects of their role, including setting the Board's strategic agenda and
promoting active engagement among all Board Members.
Evaluation of the Board Committees encompassed the extent of
fulfillment of core responsibilities, adequacy of Committee composition, and efficacy of
meetings. Independent Directors were appraised based on parameters such as qualifications,
experience, knowledge, competence, role fulfillment, teamwork, initiative, commitment,
independence, capacity to express impartial viewpoints, attendance, adherence to the
Company's Code of Conduct and applicable Code for Independent Directors, comprehension of
the Company's operational environment, contribution to strategic decisionmaking, raising
valid concerns to the Board, interpersonal relations with peers and management, impartial
assessment of Board performance, unbiased opinions, safeguarding confidential information,
and upholding integrity.
The details of the Policy on evaluation of Board's performance are
available on the Company's website and can be accessed through the link:
The terms and conditions of appointment of Independent Directors are
also available on the Company's website and can be accessed through the link:
https://aarnavgroup.com/wp-content/uploads/2020/12/Click-here-to-download-25.pdf. In the
opinion of the Board, the Independent Directors of the Company possess the requisite
qualifications, experience (including proficiency), expertise and hold highest standards
of integrity
29. PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of
employees are annexed as Annexure- C to this Report.
30. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a policy on prevention, prohibition and
redressal of Sexual Harassment at workplace in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Internal Complaints Committee has been setup to redress the complaints received on the
sexual harassment. All employees of the Company are covered under this policy.
The details of complaints received and disposed of during the financial
year 2024-2025 is as follows
S.No |
Particulars |
Remarks |
A |
Number of complaints of sexual
harassment received in the year |
NIL |
B |
Number of complaints disposed
of during the year |
NIL |
C |
Number of cases pending for more
than ninety days |
NIL |
D |
Number of workshops or awareness
programme against sexual harassment carried out |
NIL |
E |
Nature of action taken by the
employer or District Officer |
NIL |
31. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the
year 2024-2025 to BSE where the Company's Shares are listed.
32. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
In terms of the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations),
the Company has adopted the "Code of Conduct to Regulate, Monitor and Report Trading
by Insiders" ("the Code"). The Code is applicable to Promoters, all
Directors, Designated persons and connected Persons and their immediate relatives, who are
expected to have access to unpublished price sensitive information relating to the
Company. The Company has also formulated a 'Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT
Regulations. The aforesaid Codes are posted on the Company's website and can be accessed
by using web link at and is available on our website.
33. DETAILS OF COMPOSITION OF AUDIT COMMITTEE AND NOMINATION AND
REMUNERATION COMMITTEE:
Details of Composition of various Committees including Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee and
attendance of members are mentioned in Corporate Governance Report and the same is
attached with this report.
34. CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the
provisions of corporate governance as prescribed under the Listing Regulations. A separate
section on Corporate Governance, forming a part of this Report and the requisite
certificate from the practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the report on Corporate Governance as
Annexure-D
35. MANAGEMENT DISCUSSION ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2018, the Management's discussion and analysis is set out in this Annual Report as
Annexure E.
36. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the
Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
It is not applicable to the Company, during the financial year.
38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, the Auditors have not reported to the
Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud
committed against the Company by its officers or employees, the details of which would be
required to be mentioned in the Directors' Report.
39. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013,
the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India and notified by Ministry of
Corporate Affairs.
40. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
41. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the
Company, which have failed to be implemented.
42. CREDIT RATING
The Company has been awarded BBB- (Stable) credit rating for its
long-term fund based/CC/TL and A3 for short term fund based/CC/TL by CRISIL.
43. APPRECIATION:
Your Board of Directors would like to formally acknowledge and express
their gratitude for the valuable contributions made by employees across all tiers within
the organization. These contributions have been instrumental in fostering the ongoing
expansion and prosperity of the company. Additionally, the Board of Directors extends its
sincere appreciation to the business associates, banks, other financial institutions, and
shareholders of the company. Their unwavering support has been pivotal in driving the
company's growth trajectory.
PLACE: AHMEDABAD DATE: 06.09.2025 |
AND ON BEHALF OF THE BOARD OF
DIRECTORS OF AARNAV FASHIONS LIMITED |
|
SD/- CHAMPALAL GOPIRAM
AGARWAL CHAIRMAN & WHOLE TIME DIRECTOR DIN:01716421 |