To, The Members,
Vaxtex Cotfab Limited
Your Directors are pleased to present the 20th Board's Report on the
Business and Operations of the Company together with the Audited Financial Statements
along with the Auditor's Report for the Financial Year ended on 31st March,
2025.
1. FINANCIAL RESULT:
The financial performance of the Company for the Financial Year ended on 31st March,
2025 and for the previous Financial Year ended on 31st March, 2024 is given
below:
(Rs. in Lakhs)
| Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
525.33 |
1,662.03 |
| Other Income |
112.90 |
43.92 |
| Total Income |
638.23 |
1,705.95 |
| Total Expenses |
597.07 |
2,589.36 |
| Profit Before Exceptional and Extra Ordinary Items and Tax |
41.16 |
(883.41) |
| Exceptional Items |
- |
- |
| Profit / Loss Before Tax |
41.16 |
(883.41) |
| Tax Expense: Current Tax |
2.45 |
0 |
| Tax Adjustment of Earlier Years |
(4.70) |
0 |
| Deferred Tax |
(44.95) |
0 |
| Total Tax expense |
(47.20) |
0 |
| Profit / Loss for the Period |
88.36 |
(883.41) |
| Earnings Per Share (EPS) |
|
|
| Basic |
0.048 |
(0.556) |
| Diluted |
0.048 |
(0.556) |
2. OPERATIONS
The total Income for Financial Year 2024-25 was Rs. 638.23 Lakhs compared to the total
Income of Rs. 1705.95 Lakhs for previous Financial Year 2023-24. The Company has incurred
Profit before tax for Financial Year 2024-25 of Rs. 41.16 Lakhs as compared to Loss before
tax of Rs. 883.41 Lakhs for previous Financial Year. The Net Profit after tax for the
Financial Year 2024-25 is Rs. 88.36 Lakhs as compared to Net Loss after tax of Rs. 883.41
Lakhs as compared for previous Financial Year. The Directors are continuously looking for
the new avenues for future growth of the Company and expect more growth in the future
period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business during the year under review.
4. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March 2024 is available on the Company's website at
www.vaxtexcotfabltd.com.
5. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The authorized share capital of the Company as on 31st March, 2025 is Rs.
19,00,00,000/- (Rupees Nineteen Crores Only) divided into 19,00,00,000 (Nineteen
Crores) Equity shares of Re. 1/- (Rupee One Only) each.
B. PAID-UP SHARE CAPITAL:
The paid-up share capital of the Company as on 31st March, 2025 is Rs.
18,37,52,220/- (Rupees Eighteen Crores Thirty-Seven Lakhs Fifty-Two Thousand Two hundred
and Twenty Only) divided into 18,37,52,220 (Eighteen Crores Thirty-Seven Lakhs Fifty-Two
Thousand Two hundred and Twenty Only) Equity shares of Re. 1/- (Rupee One Only) each.
6. DIVIDEND:
To conserve resources for future prospect and growth of the Company, your Directors
regret to declare any dividend for the Financial Year 2024-25 (Previous Year - Nil).
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”). During the year under review, there was
no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a
period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
8. TRANSFER TO RESERVES:
The profit of the Company for the Financial Year ending on 31st March, 2025
is transferred to profit and loss account of the Company under Reserves and Surplus.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
Pursuant to Regulation 30 of SEBI (listing Obligations and Disclosure Requirements)
Regulations, 2015(LODR) and in accordance with the requirements of sub-clause 16 of Clause
A of Part A of Schedule III of LODR, we hereby intimate that our Company has been
reinstated in Corporate Insolvency Resolution Process under section 9 of the Code vide
order dated 9th May, 2024 and delivered on 10th May, 2024 by the
Hon'ble National Company Law Appellate Tribunal, Ahmedabad.
The Company is no longer under the Corporate Insolvency Resolution Process (CIRP) under
IBC, 2016, and is fully operational under the management of its Board of Directors.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Hon'ble National Company Law Appellate Tribunal, Ahmedabad, Company is no longer
under the Corporate Insolvency Resolution Process (CIRP) under IBC, 2016, and is fully
operational under the management of its Board of Directors.
11. BOARD MEETINGS:
The Directors of the Company met at regular intervals at least once in a quarter within
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 11 (Eleven) times viz. 17th
May, 2024, 30th May, 2024, 6th July, 2024, 13th August,
2024, 5th September, 2024, 3rd October, 2024, 9th
November, 2024, 7th February, 2025, 8th February, 2025, 7th
March, 2025 and 15th March, 2025.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the annual accounts, for the year ended on 31st
March, 2025 the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departure from the
same;
b. 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 financial year and of the
profit of the Company for the financial year ended on 31st March, 2025;
c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of 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 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 are operating
effectively; and
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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 is not applicable to your
Company as the Company does not fall under the criteria limits mentioned in the said
section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned
for Corporate Social Responsibility.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
15. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year Company has made investments under the provisions of section 186 of the
Companies Act, 2013 and disclosures for the said investment is provided in the notes to
financial statement.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the Related Party Transactions were entered at arm's
length basis and in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of
the Listing Regulations, all Material Related Party Transactions (“material
RPTs”) require prior approval of the shareholders of the Company vide ordinary
resolution.
The Company has formulated and adopted a policy on dealing with related party
transactions, in line with Regulation 23 of the Listing Regulations, which is available on
the website of the Company at www.vaxtexcotfabltd.com.
As a part of the mandate under the Listing Regulations and the terms of reference, the
Audit Committee undertakes quarterly review of related party transactions entered into by
the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and
Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of
transactions which are repetitive in nature, which may or may not be foreseen, not
exceeding the limits specified thereunder. The transactions under the purview of omnibus
approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party
Transactions in prescribed format with the Stock Exchanges.
Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the details of contracts/arrangements entered with related parties in
prescribed Form AOC-2, is annexed herewith as “Annexure I” to this Report.
17. RESERVES & SURPLUS:
(Amount in Lakhs) Sr. No. Particulars Amount
|
(Amount in Lakhs) |
| Sr. No. Particulars |
Amount |
| 1. Retained earning at the beginning of the year |
(1,473.20) |
| 2. Current Year's Profit |
88.36 |
| 3. Other Adjustments |
(133.39) |
| 4. Amount of Securities Premium and other Reserves |
1,514.73 |
| Total |
(3.50) |
18. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY
OF THE COMPANY:
The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors
to ensure smooth operations and effective management control. The Audit Committee also
reviews the adequacy of the risk management frame work of the Company, the key risks
associated with the business and measures and steps in place to minimize the same.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc.
Export revenue constituted 0 % of the total revenue in FY 2024-25:
| Sr. No. Foreign exchange earnings and outgo |
F.Y. 2024- 25 |
F.Y. 2023- 24 |
| 1. Foreign exchange earnings |
NIL |
NIL |
| 2. CIF value of imports |
NIL |
NIL |
| 3. Expenditure in foreign currency |
NIL |
NIL |
| 4. Value of Imported and indigenous Raw Materials, Spare- parts and
Components Consumption |
NIL |
NIL |
20. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at www.vaxtexcotfabltd.com.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook as per“Annexure II”.
22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
23. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
24. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
25. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual
Report. It contains a detailed write up and explanation about the performance of the
Company.
26. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); Structure, composition, and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management; Board / Committee culture and
dynamics; and Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with
each Executive and Non-Executive, Non-Independent Directors. These meetings were intended
to obtain Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
Knowledge; Professional Conduct;
Comply Secretarial Standard issued by ICSI Duties; Role and functions.
b) For Executive Directors:
Performance as leader;
Evaluating Business Opportunity and analysis of Risk Reward Scenarios; Key set
investment goal; Professional conduct and integrity; Sharing of information with Board;
Adherence applicable government law.
The Directors expressed their satisfaction with the evaluation process.
27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
A. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behaviour, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
B. BUSINESS CONDUCT POLICY: -
The Company has framed “Business Conduct Policy”. Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
28. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the
Company has received remuneration above the limits specified in the Rule 5(2) & (3)
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
during the financial year 2024-25.
29. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in AS-18 which is
forming the part of the notes to financial statement.
30. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company are summarized below:
| Sr. No. Name |
Designation |
DIN / PAN |
| 1. Mr. Mithleshkumar M Agrawal1 |
Managing Director |
03468643 |
| 2. Mr. Aakash Rajeshbhai Thakor2 |
Managing Director |
07960192 |
| 3. Mr. Pratapsingh Bhoorsingh Zala |
Chief Financial Officer |
AACPZ3621J |
| 4. Mr. Pranav Manoj Vajani |
Independent Director |
09213749 |
| 5. Ms. Ziral Soni3 |
Independent Director |
09213763 |
| 6. Mr. Digesh Mansukhlal Deshaval4 |
Independent Director |
09218553 |
| 7. Mr. Kunjal Jayantkumar Soni5 |
Independent Director |
08160838 |
| 8. Ms. Hardika Ladha6 |
Independent Director |
10942355 |
| 9. Mr. Devi Singh7 |
None-executive Director |
09528536 |
| 10. Mr. Harsh Mahendrakumar Kothari8 |
Independent Director |
09310696 |
| 11. Mr. Ravi Jitendra Modi9 |
Independent Director |
10932249 |
| 10. Mr. Anand Lohia10 |
Company Secretary |
ACNPL3538M |
| 11. Ms. Vibha Chopra11 |
Company Secretary |
DWJPS6446C |
| 12. Ms. Shrasti Dubey12 |
Company Secretary |
DRSPD1109P |
1.
Mr. Mithleshkumar M Agrawal had resigned from the post of Managing Director of
the Company w.e.f. 7
th March, 2025.
2. Mr. Aakash Rajeshbhai Thakor
has changed his designation from Non-executive Director to the Managing Director of
Company w.e.f. 7
th March, 2025.
3. Ms. Ziral Soni had resigned from
the post of Non-executive and Independent Director of the Company w.e.f. 7
th
February, 2025.
4. Mr. Digesh Mansukhlal Deshaval had resigned from the post of
Non-executive and Independent Director of the Company w.e.f. 1
st February,
2025.
5. Mr. Kunjal Jayantkumar Soni had resigned from the post of
Non-executive and Independent Director of the Company w.e.f. 7
th February,
2025.
6. Ms. Hardika Ladha has been appointed as an Additional Non-executive
Independent Director of the Company w.e.f. 8
th February, 2025 and regularized
by the shareholders on 5
th May, 2025.
7. Mr. Devi Singh has been
appointed as an Additional Non-executive Non-Independent Director of the Company w.e.f. 7
th
March, 2025 and regularized by the shareholders on 5
th May, 2025.
8.
Mr. Harsh Mahendrakumar Kothari has been appointed as an Additional Non-executive
Independent Director of the Company w.e.f. 4
th June, 2025.
9. Mr.
Ravi Jitendra Modi has been appointed as an Additional Non-executive Independent Director
of the Company w.e.f. 4
th June, 2025.
10.Mr. Anand Lodha has been
appointed as Company Secretary of the Company w.e.f. 17
th May, 2025 and had
resigned from the post of Company Secretary of the Company w.e.f. 12
th
September, 2024.
11.Ms. Vibha Chopra has been appointed as Company Secretary of
the Company w.e.f. 3
rd October, 2024 and had resigned from the post of Company
Secretary of the Company w.e.f. 16
th December, 2024.
12.Ms. Shrasti
Dubey has been appointed as Company Secretary of the Company w.e.f. 7
th March,
2025.
Apart from the above changes, there were no other changes in the composition of the
Board of Directors of the Company during the Financial Year 2024-25 and till the date of
Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by
rotation.
31. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Pranav Manoj Vajani, Mr. Harsh Mahendrakumar Kothari, Mr. Ravi Jitendra Modi, and
Ms. Hardika Ladha, Independent Directors of the Company have confirmed to the Board that
they meet the criteria of Independence as specified under Section 149 (6) of the Companies
Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they
meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations
were noted by the Board.
32. CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a
certificate regarding compliance with the conditions of Corporate Governance are appended
to the Annual Report as
Annexure III.
33. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.
34. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors i.e. held on Thursday, 5th
September, 2024, the performances of Executive and Non-Executive Directors were evaluated
in terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.
35. AUDITORS AND THEIR REPORT:
A. Statutory Auditor:
M/s. SSRV & Associates, Chartered Accountants, Mumbai, (FRN: 135901W) were
appointed as Statutory Auditor of the Company.
The report issued by Statutory Auditors for financial year 2024-25 does not contain any
qualifications or adverse remarks. The Statutory Auditors have not reported any frauds
under Section 143(12) of the Act.
Maintenance of cost records as specified under Companies Act, 2013 is not applicable to
the Company.
The Auditor's report for the Financial Year ended 31st March, 2025 has been
issued with an unmodified opinion, by the Statutory Auditor.
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates,
Practicing Company Secretaries, Ahmedabad (FRN: S2024GJ963300) as a Secretarial Auditor of
the Company to conduct Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as
Annexure IV in Form MR-3.
The report of the Secretarial auditor has not made any adverse remark in their Audit
Report.
C. Internal Auditor:
The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants,
Ahmedabad, as the internal auditor of the Company for the Financial Year 2024-25. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board from time to time.
36. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 30th May, 2024, 6th July, 2024, 13th
August, 2024, 9th November, 2024 and 7th February, 2025 the
attendance records of the members of the Committee are as follows:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Mr. Pranav Manoj Vajani1 |
Member |
5 |
5 |
| Ms. Ziral Soni2 |
Member |
5 |
5 |
| Mr. Aakash Rajeshbhai Thakor |
Member |
5 |
5 |
| Ms. Hardika Ladha3 |
Chairman |
0 |
0 |
1.
Mr. Pranav Manoj Vajani has changed his designation from Chairman to the
Member of the Committee w.e.f. 8
th February, 2025.
2. Ms. Ziral Soni
had resigned from the post of member of the Committee w.e.f. 7
th February,
2025.
3. Ms. Hardika Ladha has been appointed as Chairman of the Committee
w.e.f. 8
th February, 2025.
During the year all the recommendations made by the Audit Committee were accepted by
the Board.
Composition of Audit Committee as on Date of Report:
Audit Committee was reconstituted on 5th August, 2025. Hence, Committee
Composition as on date of report is stated as below:
|
Name |
Status |
| Ms. Hardika Ladha |
|
Chairperson |
Mr. Ravi Jitendra Modi |
Member |
Mr. Aakash Rajeshbhai Thakor |
Member |
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and Remuneration
Committee as tabulated below, was held on 17th May, 2024, 3rd
October, 2024, 8th February, 2025 and 7th March, 2025 and the
attendance records of the members of the Committee are as follows:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Mr. Pranav Manoj Vajani1 |
Member |
4 |
4 |
| Ms. Ziral Soni3 |
Member |
2 |
2 |
| Mr. Aakash Rajeshbhai Thakor2 |
Member |
3 |
3 |
| Ms. Hardika Ladha4 |
Chairman |
2 |
2 |
| Mr. Devi Singh5 |
Member |
1 |
1 |
1.
Mr. Pranav Manoj Vajani has changed his designation from Chairman to the
Member of the Committee w.e.f. 8
th February, 2025.
2.
Mr. Aakash Rajeshbhai Thakor had resigned from the post of member of the
Committee w.e.f. 7
th March, 2025.
3.
Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 7
th
February, 2025.
4.
Ms. Hardika Ladha has been appointed as Chairman of the Committee w.e.f. 8
th
February, 2025.
5.
Mr. Devi Singh has been appointed as Chairman of the Committee w.e.f. 7
th
March, 2025.
Composition of Nomination and Remuneration Committee as on Date of Report:
Nomination and Remuneration Committee was reconstituted on 5th August, 2025.
Hence, Committee Composition as on date of report is stated as below:
| Name |
Status |
| Ms. Hardika Ladha |
Chairperson |
| Mr. Ravi Jitendra Modi |
Member |
| Mr. Devi Singh |
Member |
C. Composition of Stakeholders Relationship Committee:
During the year under review, meetings of members of Stakeholders' Relationship
committee as tabulated below, was held on 5th September, 2024 and 8th
February, 2025 the attendance records of the members of the Committee are as follows:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Mr. Aakash Rajeshbhai Thakor1 |
Chairman |
2 |
2 |
| Ms. Ziral Soni2 |
Member |
1 |
1 |
| Mr. Pranav Vajani |
Member |
2 |
2 |
| Ms. Hardika Ladha3 |
Member |
1 |
1 |
| Mr. Devi Singh4 |
Chairman |
0 |
0 |
Mr. Devi Singh4 Chairman 0 0
1.
Mr. Aakash Rajeshbhai Thakor had resigned from the post of member of the
Committee w.e.f. 7
th March, 2025.
2. Ms. Ziral Soni had resigned
from the post of member of the Committee w.e.f. 7
th February, 2025
3.
Ms. Hardika Ladha has been appointed as Chairman of the Committee w.e.f. 8
th
February, 2025.
4. Mr. Devi Singh has been appointed as Chairman of the
Committee w.e.f. 7
th March, 2025.
Composition of Stakeholders Relationship Committee as on Date of Report:
Stakeholders Relationship Committee was reconstituted on 5th August, 2025.
Hence, Committee Composition as on date of report is stated as below:
| Name |
Status |
| Mr. Devi Singh |
Chairperson |
| Mr. Ravi Jitendra Modi |
Member |
| Ms. Hardika Ladha |
Member |
37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Directors further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
38. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review
39. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
40. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat
form. The Company has established connectivity with both the Depositories i.e., National
Securities Depository Limited (“NSDL”) and Central Depository Services (India)
Limited (“CDSL”) and the Demat activation number allotted to the Company is
ISIN: INE098201036. Presently shares are held in electronic and physical mode.
41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, The Hon'ble National Company Law Tribunal, Ahmedabad
Division Bench (“NCLT”) had vide its order dated 4th January, 2024
admitted the application for the initiation of the corporate insolvency resolution process
(“CIRP”) of Corporate Debtor (“Admission Order”) in terms of the
Insolvency and Bankruptcy Code 2016 read with the rules and regulations framed there under
as amended from time to time (“Code”). Accordingly pursuant to the provisions of
Section 17 of the IBC the powers of the Board of Directors of the Corporate Debtor
suspended and such powers shall be vested with Mr. Sunil Kumar Kabra having registration
number as IBBI/IPA-001/IP-P01011/2017-2018/11662, appointed as the Insolvency Resolution
Professional (the IRP or Interim Resolution Professional) and later on Committee of
Creditors (CoC) approved the appointment of Mr. Sunil Kumar Kabra, the IRP as Resolution
Professional (RP).
The Hon'ble National Company Law Tribunal, Ahmedabad Bench, has passed the order dated
21st October, 2024 to replace CA. Sunil Kumar Kabra with CA. Chandra Prakash
Jain as the Resolution Professional having registration number as
IBBI/IPA-001/IP-P00147/2017- 20118/10311 as Resolution Professional (RP).
The Company is no longer under the Corporate Insolvency Resolution Process (CIRP) under
IBC, 2016, and is fully operational under the management of its Board of Directors.
42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL
INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
43. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
| Registered Office: |
|
By the Order of the Board |
| J-03 (GF to 4th Floor) Tejendra |
|
Vaxtex Cotfab Limited |
| Arcade, Nr, Ganjifarak Mill |
|
|
| Compound, Nr. Rakhial Char Rasta, |
|
|
| Rakhial, Ahmedabad 380 023 |
|
|
|
Sd/- |
Sd/- |
| Place: Ahmedabad |
Devi Singh |
Aakash Rajeshbhai Thakor |
| Date: 5th August, 2025 |
Director |
Managing Director |
|
DIN: 09528536 |
DIN: 07960192 |