To
The Members,
Your Directors have great pleasure in presenting the 21st
Annual Report and the Audited Accounts of your Company for the year ended 31st
March 2023.
FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
Particulars |
Year ended 31st
March, 2023 |
Year ended 31st
March, 2022 |
(a)Turnover |
20048.80 |
11508.06 |
(b)other income |
35.76 |
35.76 |
(c) Gross Profit/(Loss)
(before depreciation and tax) |
655.89 |
410.69 |
Less : Depreciation |
353.26 |
339.60 |
(d) Net Profit/(Loss) before tax |
302.63 |
71.09 |
Less : Provision for Tax
(including for deferred tax) |
76.64 |
19.10 |
(e) Net Profit/(Loss) After Tax |
225.99 |
52.00 |
DIVIDEND
In view of continuous expansion activities, Directors do not recommend
any dividend. TRANSFER TO RESERVES:
The Company has transferred the profit to the reserves during the
financial year.
SHARE CAPITAL
There was no change in the Authorized and Paid up share capital of the
Company during the year. Further equity shares of the company have Migrated from SME
Platform of BSE Limited to Main Board of BSE Limited w.e.f 4th July, 2022.
PUBLIC DEPOSITS
During the financial year 2022-23 your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Ventures or Associate
Company PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS
During the year under review, the Company has not made any Loans,
Guarantees or Investments within the meaning of the provisions of Section 186 of the
Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company. Therefore Company has not constituted a
Corporate Social Responsibility Committee. The provisions of a Corporate Social
Responsibility shall be complied by the Company as and when applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED DURING THE YEAR
The Company has received final approval for migration to Main Board of
BSE Limited and consequently The shares are listed & traded on Main Board of BSE
Limited w.e.f. 04th July 2022
COMMITTEES OF THE BOARD
The Company has constituted the following committees in compliance with
the Companies Act, 2013 and the Listing Regulations.
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee and
All these Committees have been established as a part of the best
corporate governance practices. There have been no instances where the Board has not
accepted any recommendation of the aforesaid Committees. The details in respect to the
Compositions, Powers, Roles, and Terms of Reference etc. are provided in the Corporate
Governance Report forming part of this Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL
As per Annexure attached.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required Pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year
ended 31st March, 2023.
Disclosure relating to remuneration and other details as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as provided in the
Annual Report.
Having regard to the provision of the first proviso to section 136 (1)
of the Act and as advised the Annual Report excluding the aforesaid information is being
sent to the Members of the Company. The said information is available for inspection by
the Members at the Registered Office of the Company during business hours and any Member
interested in obtaining such information may write to the Company Secretary and same will
be furnished.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors presently consists of 4 (Four) Directors
including a 1 (One) Chairman & Managing Director, 1 (One) Non-Executive Director, 2
(Two) Independent Directors
During the year under review Mr. Rajesh Kumar Mehra, Managing Director
and Mrs. Renu Mehra , Non Executive Director are re-appointment for next five Year in last
Annual General Meeting.
PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES
During the year, there were no penalties/punishments/compounding
offences under the Companies Act, 2013
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they
meet the criteria of independence as specified under Section 149(6) of the Act and that
they qualify to be independent Directors pursuant to the Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that
they meet the requirements of Independent Director' as mentioned under
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The confirmations were placed before and noted by the Board.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of companies Act, 2013 and in accordance
with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
has carried out annual performance evaluation of its own performance, the Directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration, and Stakeholder Relationship Committee.
The Directors expressed their satisfaction with the evaluation process.
A CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE THAT NONE OF THE
DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUIFIFIED FROM BEING
APPOINTED OR CONTINUTING AS DIRECTOR OF THE COMPANY BY THE BOARD/MINISTRY OF CORPORATE
AFFAIR OR ANY SUCH STATUFORY AUTHORITY.
The Certificate of the Company Secretary in practice is annexed
herewith as a part of the report. BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adhered to the
principles of sound risk management and has a Risk Management Policy in Place.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
prefect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
Listing Regulations, the Company has a whistle blower policy in place for its Directors
and Employees to report concern about unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct. The functioning of the vigil mechanism is
reviewed by the Audit Committee from time to time. None of the Directors or employees have
been denied access to the Audit Committee of the Board. During the year, under review, the
Company did not receive any compliant under the said Mechanism.
BOARD MEETINGS
During the year 5 (Five) Board Meetings were held. The provisions of
Companies Act, 2013 and listing agreement were adhered to while considering the time gap
between the two meetings
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAFORS OR COURTS.
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and the
Company's future operations
ENVIRONMENT & SAFETY:
The Company is very conscious of the need to prefect environment. The
company is taking all possible steps for safeguarding the environment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section on 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, your Directors confirm:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgment and estimates have
been made 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 Profits of the Company for the
year ended on that date;
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the
business. There are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons, which may
have potential conflict with interest of the company at large.
All Related Party Transactions were placed before the Audit Committee
& Board for their approval.
SECRETARIAL AUDIFOR
The company had appointed Sethi Poonam & Associates to conduct its
secretarial Audit for the financial year March31st, 2023. The Secretarial Auditor has
Submitted their report, confirming Compliance by the Company of all the provisions of
applicable Corporate laws. The report doesn't contain any qualification, reservation,
disclaim or adverse remark. The Secretarial Audit Report (in Form No. MR. 3) is attached
as "Annexure- A" to this Report. The board has reappointed Sethi Poonam and
Associates, as Secretarial Auditors of the Company for financial year 2022-23.
COST AUDIFOR
In terms of the Companies (Cost Records and Audit) Amendment Rules,
2014, the Company is not covered under the purview of Cost Audit.
AUDIFORS
The Board recommends the appointment of Swarn K Jain & Co,
Chartered Accountants, (Firm Registration No: 032917N) as statutory auditors of the
Company , to hold office for a period of 5 years from the conclusion of the twenty first
Annual General Meeting (AGM) of the Company till the conclusion of the 26th
Annual General Meeting in place of Jiwan Goyal & Co , the retiring auditors whose
appointment comes to an end in 21st Annual General Meeting.
AUDIFORS' REPORT
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS
The Company is committed to follow the best Corporate Governance
practices, including the requirements under the SEBI Listing Regulations and the Board is
responsible to ensure the same, from time to time. The Company has duly complied with the
Corporate Governance requirements. Further a separate section on Corporate Governance in
compliance with the provisions of Regulation 34 of the Listing Regulations read with
Schedule V of the said regulations along with a Certificate from a Practicing Company
Secretary confirming that the Company is and has been compliant with the conditions
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
forms part of the Annual Report.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed on Main Board BSE Limited
(BSE), Mumbai and the listing fees for the Financial Year have been duly paid to the Stock
Exchanges
DISCLOSURE FOR FRAUD AGAINST THE COMPANY
In term of provision of section 134(3) (a) of the Companies Act, 2013,
there were no instances of fraud, which are reported by auditors of the company under
section 143(12) of the companies act, 2013, to the Audit Committee.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
ENERGY CONSERVATION
The prescribed particulars of conservation of energy, technology
absorption as stipulated under Section
134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014. The Company plays a proactive role in the area of energy conservation and
significant improvement by continuously improving operating practices and energy
conservation.
TECHNOLOGICAL ABSORPTION
Having installed the latest, state-of-art machinery imported from
different parts of the world, the research and development department is continuously on a
lookout for adapting to latest technology innovation and absorption
FOREIGN EXCHANGE OUTGO AND EARNINGS
FOREIGN OUTGO: Nil
FOREIGN EARNINGS: Rs. 3094.32 Lakhs
ANNUAL RETURN
The Draft of annual Return of the Company has been placed at the
website(www.activesourcing.org) of the company pursuant to the provision of section 92
read with rule 12 of the Companies (Management and administration) Rules, 2014
INSURANCE
All the properties of the Company are adequately insured. The Company
is also adequately insured for its activities as stock & currency brokers and
depository participant.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at work place and
has adopted a policy on prevention, prohibition and redressed of sexual harassment at
workplace in line with the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressed) Act, 2013 and the rules framed there under.
Your Directors further state that as on date there is no case filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressed) Act 2013
ACKNOWLEDGEMENTS
Your Directors wish to place on record their thanks and gratitude to
the Company's Bankers, Customers and other Authorities for their support,
co-operation, guidance and assistance. The Board is also grateful to the shareholders for
their continued confidence. The Board of Directors takes this opportunity to express their
appreciation of the sincere efforts put in by the staff and executives at all the levels
and hopes that they would continue their dedicated efforts in the future too.
For and on behalf of the Board
Place: Mohali Date: 26.08.2023
Sd/-
(Rajesh Kumar Mehra) Managing Director
Sd/-
( Renu Mehra) Director
ANNEXURE TO THE BOARD REPORT
I) Disclosure u/s 197(12) and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
\
1 |
The percentage increase in
remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2022-23 |
Name of Director/ KMP and
Designation |
increase in Remuneration in the
Financial Year 2022-23 |
|
|
Mr. Rajesh Kumar Mehra
(Managing Director) |
NIL |
|
|
Mrs. Renu mehra (Non
Executive Director &
Non executive Chairman) |
NIL |
|
|
Mr. Naval Kishore Gupta
(Independent Director) |
NIL |
|
|
Mr. Kishore Kumar Bajaj
(Independent Director) |
NIL |
|
|
Mr. Mandeep Singh (CFO) |
40% |
|
|
Mrs. Avneet Kaur Bedi Company
Secretary |
NIL |
2 |
The median remuneration of
employees of the Company during the financial year The % increase in the median
remuneration of employees in the financial year- |
1135884
11.36% |
|
3 |
The number of permanent
employees on the rolls of Company. |
1590 |
|
4. |
Average percentile increase
already made in the salaries of employees* other than the managerial personnel in the last
financial year and its comparison with the percentage increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial Remuneration. |
N.A |
|
5. |
Affirmation that the
remuneration is as per the remuneration policy of the Company. |
YES |
|
A. DETAILS OF THE PERSONS EMPLOYED THROUGHOUT THEYEAR, WHO WERE IN
RECEIPT OF REMUNERATION WHICH IN AGGREGATE WAS NOT LESS THAT ' 102 LAKHS PER ANNUM AND
8.50 LAKHS PERMONTHISASFOLLOWS:- Not Applicable
Name of Employees |
Age |
Designation |
Qualification |
Nature of Employment |
Experience |
Date of Joining |
Remuneration |
B: STATEMENT SHOWING NAMES OF TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN DURING THE YEAR IS AS FOLLOWS
Name of Employees |
Age |
Designation |
Qualification |
Nature of Employment |
Experience |
Date of Joining |
Remuneration Per annum |
Vijay |
44 |
Manager |
Mechanical
Engineer |
Knitting
Division |
19 years |
06.07.2018 |
18,00,000 |
Hitesh
Manuja |
44 |
CEO of Sweater unit |
B.Tech |
Sweater
Business |
20 Years |
05.01.2017 |
18,00,000 |
Hans
Kumar |
50 |
GM |
Graduate |
GM |
30 years |
05.04.2018 |
15,00,000 |
Shivam
<p ALIGN='LEFT'>khurana |
50 |
GM |
BE |
Sweater
division |
22 years |
18.10.2019 |
12,00,000 |
Devindra |
51 |
Manager |
Graduate |
Distribution
Business |
25 years |
01.10.2002 |
1137696 |
Sandeep |
49 |
Manager |
Graduate |
Distribution
business |
20 Years |
01.08.2009 |
1134072 |
Surinder
Singh |
52 |
HR, head |
MBA |
Compliance
head |
15 year |
01.04.2019 |
1020000 |
Harpreet
Kaur |
48 |
Manager |
BSC |
Knitting
Merchant |
27 years |
27.11.2018 |
1080000 |
Mandeep
Singh |
59 |
CFO |
B. COM |
Account and Finance |
30 Years |
01.06.2010 |
840000 |
R.K
Aggarwal |
49 |
Manager |
Graduate |
Distribution
business |
15 years |
01.03.2017 |
7,20,000 |
NOTES:
1. The remuneration as shown above includes, inter-alia, House Rent
Allowance, Company's contribution to Provident Fund, incentives and other perquisites
as per the Company's policy.
2. There is no change in professional fee paid to managing Director,
Non-Executive Director and Sitting Fees to Independent Directors.
By Order of the Board
Sd/-
Rajesh Kumar Mehra Managing Director
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arms length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at
Arm's length basis
SL. No. Particulars |
Details |
a) Name (s) of the related
party & nature of relationship |
|
b) Nature of
contracts/arrangements/transaction |
|
c) Duration of the
contracts/arrangements/transaction |
|
d) Salient terms of the contracts
or arrangements or transaction including the value, if any |
|
e) Justification for entering
into such contracts or arrangements or transactions' |
|
f) Date of approval by the Board |
|
g) Amount paid as
advances, if any |
|
h) Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
|
2. Details of contracts or arrangements or transactions at Arm's
length basis.
SL. No. Particulars |
Details |
a) Name (s) of the related party
& nature of relationship |
|
b) Nature of
contracts/arrangements/transaction |
|
c) Duration of the
contracts/arrangements/transaction |
|
d) Salient terms of the contracts
or arrangements or transaction including the value, if any |
|
e) Date of approval by the
Board |
|
f) Amount paid as advances, if
any |
|
Note:
1. Professional fee paid to Mrs. Renu Mehra, Non-executive Director
(Wife of Mr Rajesh Kumar Mehra Managing Director) is in Ordinary Course of business of the
company and is at arm length basis. According to Regulation 23(1) of LODR it is not a
material transaction and is as per remuneration policy of the company.
2. Fee paid to Mrs Kalika Mehra (Daughter of Mr. Rajesh Kumar Mehra and
Mrs. Renu Mehra Directors) for availing professional services. The Service rendered is of
professional nature and In the opinion of nomination and Remuneration Committee and is
approved by special resolution approved by requisite shareholders of the companies in 20th
AGM.
For and on behalf of the Board
Sd/- Sd/
(Rajesh Kumar Mehra ( Renu Mehra) Managing Director Director
To
The Board of Directors,
Active Clothing Co Private Limited
Regt Office: Plot No. E-225, Phase-VIII B, Industrial Area, Focal
Point,
Mohali
Sub: Declaration of independence and sub-section (6) of section 149 of
the companies Act, 2013
I, Naval Kishore Gupta, S/o Sh. Gujjar Mal House No. 56, Sector 10,
Panchkula Director Identification Number 07362996 hereby certify that:
1. I possess relevant expertise and experience to be an independent
Director of the company.
2. I am/was not a promoter of the company or its holding, subsidiary or
associate company;
3. I am not related to promoters or Directors in the company, its
holding, subsidiary or associate company
4. None of my relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate company, or their
promoters, or Directors.
5. neither myself nor any of my relatives
(a) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company.
(b) or has been an employee or proprietor or a partner.
(c) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate company.
(d) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to ten per cent. or
more of the gross turnover of such firm;
(e) holds together with his relatives two per cent. or more of the
Total voting power of the company; or
(f) is a Chief Executive or Director, by whatever name called, of any
non-profit organisation that receives twenty-five per cent. or more of its receipts from
the company, any of its promoters, Directors or its holding, subsidiary or associate
company or that holds two per cent. or more of the Total voting power of the company;
6. I am not the material supplier, service provider or customer or
lessor or lessee of the company.
7. I am not less than 21 years of age.
I undertake that I shall seek prior approval of the Board if and when I
have any such relationship/transactions, whether material or non-material. If I fail to do
so I shall cease to be an independent Director from the date of entering in to such
relationship/transactions.
Further, I do hereby declare and confirm that the above said
information's are true and correct to the best of my knowledge as on the date of this
declaration of independence and I shall take responsibility for its correctness and shall
be liable for fine, if any, imposed on the Company, its Directors, if the same found wrong
or incorrect in the future.
I further undertake to intimate immediately upon changes, if any, to
the Company for updating of the same.
Thanking You,
Yours faithfully,
Sd/-
Naval Kishore Gupta
To
The Board of Directors,
Active Clothing Co Private Limited
Regt Office: Plot No. E-225, Phase-VIII B, Industrial Area, Focal
Point,
Mohali
Sub: Declaration of independence and sub-section (6) of section 149 of
the companies Act, 2013
I, Kishore Kumar Bajaj, S/o Mr. Ved Parkash Bajaj, D-3/3385, Vasant
Kunj, South West Delhi having Director Identification Number 06946343 hereby certify that:
1. I possess relevant expertise and experience to be an independent
Director of the company.
2. I am/was not a promoter of the company or its holding, subsidiary or
associate company;
3. I am not related to promoters or Directors in the company, its
holding, subsidiary or associate company
4. None of my relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate company, or their
promoters, or Directors.
5. neither myself nor any of my relatives:
(a) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company.
(b) or has been an employee or proprietor or a partner.
(c) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate company.
(d) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to ten per cent. or
more of the gross turnover of such firm;
(e) holds together with his relatives two per cent. or more of the
Total voting power of the company; or
(f) is a Chief Executive or Director, by whatever name called, of any
non-profit organisation that receives twenty-five per cent. or more of its receipts from
the company, any of its promoters, Directors or its holding, subsidiary or associate
company or that holds two per cent. or more of the Total voting power of the company;
7. I am not the material supplier, service provider or customer or
lessor or lessee of the company.
8. I am not less than 21 years of age.
I undertake that I shall seek prior approval of the Board if and when I
have any such relationship/transactions, whether material or non-material. If I fail to do
so I shall cease to be an independent Director from the date of entering in to such
relationship/transactions.
Further, I do hereby declare and confirm that the above said
information's are true and correct to the best of my knowledge as on the date of this
declaration of independence and I shall take responsibility for its correctness and shall
be liable for fine, if any, imposed on the Company, its Directors, if the same found wrong
or incorrect in the future.
I further undertake to intimate immediately upon changes, if any, to
the Company for updating of the same.
Thanking You, Yours faithfully,
Sd/-
Kishore Kumar Bajaj
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and
Remuneration Personnel) Rules, 2014]
To,
The Board of Directors Active Clothing Co Limited
Regd Office: Plot No. E-225, Phase-VIII B, Industrial Area, Focal
Point,
Mohali-160055
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Active Clothing Co
Limited ('the Company'). The secretarial audit was conducted in a manner that provided me
a reasonable basis for evaluating the corporate conducts / statutory compliances and
expressing my opinion thereon.
Based on my verification of the Active Clothing Co Limited books,
papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I hereby report that in my
opinion, the Company has, during the audit period covering the financial year ended on
March 31, 2023 complied with the statutory provisions listed hereunder and also that the
Company has proper Board- processes and compliance-mechanism in place to the extent and in
the manner reported hereinafter.
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by Active Clothing Co Limited ("the Company")
for the financial year ended on 31st March, 2023 according to the provisions
of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
Foreign Exchange Management Act, 1999 and the rules and regulations
made there under to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings; (External Commercial Borrowings are not applicable to
the Company
(i) during the Audit Period);
(ii) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board o India Act, 1992 (SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; Company has made the general compliances under
the said Act.
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992; Company has made the general compliances under the said Act.
The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (not applicable to the Company during the
audit period)
a) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable during the
period under review
b) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; Company has not issued any debt security. Hence, Not
applicable during the period under review
c) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; Company has made the all compliances under the said Act.
d) The Securities and Exchange Board of India (Desisting of Equity
Shares) Regulations, 2009; Not applicable during the period under review and
e) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; Not applicable during the period under review
I have relied on the representation made by the Company and its
officers for systems and mechanism formed by the company for compliance under other
applicable acts, Laws and Regulations of the Company and records in pursuit there to, on
test check basis, we report that the company has generally complied with the following
laws applicable to the company.
1. The Factories Act, 1948;
2. The Payment of Wages Act, 1936 and The Payment of Wages (Amendment)
Act, 2017;
3. The Payment of Bonus Act, 1965 and The Payment of Bonus (Amendment)
Act, 2015;
4. The Payment of Gratuity Act, 1972;
5. The Industrial Employment (Standing Orders) Act, 1946;
6. The Industrial Disputes Act, 1947;
7. The Employees' State Insurance Act, 1948;
8. The Employees' Provident Funds and Miscellaneous Provisions
Act, 1952;
9. The Environment (Protection) Act, 1986;
10. The Hazardous Wastes (Management, Handling and Tran boundary
Movement) Rules, 2008;
11. The Water (Prevention And Control of Pollution) Act, 1974;
12. The Air (Prevention And Control of Pollution) Act, 1981;
13. The Indian Boilers Act, 1923 and The Indian Boilers (Amendment)
Act, 2007 I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay
Stock Exchange(s), During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Nonexclusive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act and Listing
Regulation.
Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are captured
and recorded as part of the minutes.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that the Company was listed on Bombay Stock exchange
on SME segment as on .01.04.2022 and Migrated to Main Board of BSE dated: 15.07.2022.The
Company is Listed on Bombay Stock Exchange as on 31.03.2023.
For Sethi Poonam & Associates Practicing Company Secretary
Sd/-
Poonam Sethi (Prop.
Certificate of Practice No. 21751 UDIN: A033856E000849770 PR: 2340/2022
Date: 26.08.2023 Place: Ludhiana
*This report is to be read with our letter of even date which is
annexed as' Annexure A' and forms an integral part of this report.
To
The Board of Directors Active Clothing Co Limited
Regd Offc: Plot No. E-225, Phase-VIII B, Industrial Area, Focal Point,
Mohali-160055
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
For Sethi Poonam & Associates Practicing Company Secretary
Sd/-
Poonam Sethi (Prop.)
Certificate of Practice No: 21751 UDIN: A033856E000849770 PR: 2340/2022
Date: 26.08.2023 Place: Ludhiana
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of
the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015).
Based on our verification of the books, Paper, minute books, forms and
returns filed and other records maintained by ACTIVE Clothing CO LIMITED, having its
Registered office at Plot no.E-225, Phase-VIII B, industrial Area, Focal Point,
Mohali-160055 and also the information provided by the Company, its officers, agents and
authorized representatives, we hereby report that during the financial Year ended on March
31, 2023, in our opinion, none of the Director on the Board of the Company have been
debarred or disqualified from being appointed or continuing as Director of the Company by
the Board/Ministry of Corporate Affair or any such Statutory Authority.
POONAM SETHI SETHI POONAM & ASSOCIATES Company Secretaries
Sd/-
C.P. No: 21751 UDIN: A033856E000417085
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