To, The Members,
Yarn Syndicate Limited
Your Directors hereby present the 80th Director'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,
2026.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended
on 31st March, 2026 and for the previous financial year ended on 31st
March, 2025 is summarized as below:
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from operations |
5,555.78 |
4,961.41 |
5,555.78 |
5,415.97 |
| Other Income |
166.16 |
0.01 |
166.16 |
13.90 |
| Total Revenue |
5,721.94 |
4,961.42 |
5,721.94 |
5,429.87 |
| Total Expenses |
5,619.65 |
4,818.68 |
5,619.65 |
5,322.20 |
| Profit / Loss before Exceptional and Extra
Ordinary Items and Tax Expenses |
102.29 |
142.74 |
102.29 |
107.67 |
| Less: Exceptional and Extra Ordinary Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit / Loss before Tax Expenses |
102.29 |
142.74 |
102.29 |
107.67 |
| Less: Current Tax |
18.02 |
4.70 |
18.02 |
4.70 |
| Tax Adjustment of Earlier Year |
(4.70) |
- |
(4.70) |
- |
| Deferred Tax |
(5.61) |
0.89 |
(5.61) |
0.89 |
| Profit / Loss for the Period |
94.58 |
137.15 |
94.58 |
102.08 |
| Earnings Per Share (EPS) |
|
|
|
|
| Basis |
0.74 |
1.08 |
(0.41) |
(0.88) |
| Diluted |
0.74 |
1.08 |
(0.41) |
(0.88) |
*Note: The above figures are extracted from the audited standalone and
consolidated financial statements of the Company prepared in accordance with the Indian
Accounting Standards (“Ind AS”).
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Standalone:
The total revenue from operations for Financial Year 2025-26 is Rs.
5,555.78 Lakhs as compared to total revenue from operations of Rs. 4,961.41 Lakhs for
previous Financial Year. The Company has incurred Profit before tax for the Financial Year
2025-26 of Rs. 102.29 as compared to Profit before tax of Rs. 142.74 Lakhs for previous
Financial Year. The Net Profit after tax for the Financial Year 2025-26 is Rs. 94.58 as
compared to Net Profit after tax Rs. 137.15 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.
Consolidated:
The total revenue from operations for Financial Year 2025-26 is Rs.
5,555.78 Lakhs as compared to total revenue from operations of Rs. 5,415.97 Lakhs for
previous Financial Year. The Company has incurred Profit before tax for the Financial Year
2025-26 of Rs. 102.29 Lakhs as compared to Profit before tax of Rs. 107.67 Lakhs for
previous Financial Year. The Net Profit after tax for the Financial Year 2025-26 is Rs.
94.58 Lakhs as compared to Net Profit after tax of Rs. 102.08 Lakhs 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 Section134(3)(a) of the Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as
on March 31, 2026 is available on the Company's website at www.yarnsyndicate.in.
5. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The Authorised Equity Share Capital of the Company is Rs.
22,00,00,000/- (Rupees Twenty-Two Crores Only) divided into 2,20,00,000 (Two Crores and
Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only).
During the year there is no change in the Authorised Equity Share
Capital of the Company.
B. PAID-UP SHARE CAPITAL:
The fully paid-up Equity Share Capital of the Company as on 31st
March, 2026 is Rs. 3,75,00,000/- (Rupees Three Crores Seventy-Five Lakhs Only) divided
into 37,50,000 (Thirty-Seven Lakhs and Fifty Thousand) Equity Shares of Rs. 10/- (Rupees
Ten Only) each.
The partly paid-up Equity Share Capital of the Company as on 31st
March, 2026 is Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 1,80,00,000 (One
Crore and Eighty Lakhs) equity shares of Rs. 5/- (Rupees Five Only) each.
The Total paid-up Equity Share Capital of the Company as on 31st
March, 2026 is Rs. 12,75,00,000/- (Rupees Twelve Crores Seventy-Five Lakhs Only)
6. DIVIDEND:
To conserve the financial resources for future prospect and growth of
the Company, the Board of Directors have considered it financially prudent in the
long-term interests of the Company to reinvest the profits into the business of the
Company to build strong reserve base, therefore do not recommend any dividend for the
Financial Year 2025-26 (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, 2026 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:
Change in Registered Office of the Company:
Company has changed its Registered Office within the state from 13 S
No-10 Devraj Estate, Nr. Balaji Petrol Pump, Pirana Road, Piplaj, Saijpur, Ahmedabad,
Ahmadabad City, Gujarat, India, 382405 to 188/2, Ranipur Village, Opp. CNI Church, Narol,
Ahmedabad, Daskroi, Gujarat, India, 382405, with effect from 14th November,
2025.
Finalization and Revision of the Record Date for Conversion of Partly
Paid-up Equity Shares into Fully Paid-up Equity Shares:
The Board of Directors, at its meeting held on 9th March,
2026, approved 27th March, 2026 as the Record Date for the conversion of Partly
Paid-up Equity Shares into Fully Paid-up Equity Shares.
Subsequently, considering the prevailing unfavourable market
conditions, the Board, at its meeting held on 23rd March, 2026, approved the
revision of the Record Date from Friday, 27th March, 2026 to Friday, 10th
April, 2026.
Thereafter, at its meeting held on 7th April, 2026, the
Board further approved the revision of the Record Date from Friday, 10th April,
2026 to 15th May, 2026.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:
There is no significant material orders passed by the Regulators or
Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
11. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in
a quarter with 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 9
(Nine)times viz. 16th May, 2025, 26th May, 2025, 30th
May, 2025, 12th August, 2025, 13th November, 2025, 22nd
November, 2025, 13th February, 2026, 9th March, 2026 and 23rd
March, 2026.
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, 2026 the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there is 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,
2026;
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. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
The observations of the Statutory Auditor, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
ii. Secretarial Auditor's Report:
15. The report of the Secretarial auditor has not made any adverse
remark in their Audit Report
PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The details of loans, investment, guarantees and securities covered
under the provisions of section 186 of the Companies Act, 2013 are provided in the
financial statement.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All the transactions to be entered by the Company with related parties
will be in the ordinary course of business and on an arm's length basis. Further,
particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules,
2014, in Form No. AOC-2 is enclosed herewith as Annexure - II.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The 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 - III.
18. 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.
19. RESERVES & SURPLUS:
| Sr. No. Particulars |
Amount (In Lakhs) |
| 1. Opening Balance of Retained Earnings |
(709.38) |
| 2. Opening Balance of Securities Premium |
1,946.33 |
| 3. Current Year's Profit / (Loss) |
94.58 |
| Total |
1,331.53 |
20. 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.
21. 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.
There were no foreign exchange earnings or outgo during the year under
review.
| Sr. No. Foreign exchange earnings and outgo |
F.Y. 2025-26 |
F.Y. 2024-25 |
| 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 |
22. 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.yarnsyndicate.in.
23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:
As on 31st March, 2026, Company has one Associate Company
i.e. M/s. Stitched Textiles Limited. Details of Associate Company in Form No. AOC-1 is
enclosed herewith as Annexure I.
24. 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.
25. 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.
26. 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.
27. 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. |
28. 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 behavior, 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.
29. 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 2025-26.
30. 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.
31. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors and Key Managerial Personnel of the Company are
summarized below:
| Sr. No. Name |
Designation |
DIN |
| 1. Mr. Ravi Niranjan Pandya |
Managing Director |
09509086 |
| 2. Ms. Nidhi Bansal |
Non-Executive and Independent Director |
09693120 |
| 3. Mr. Rahul Hareshbhai Modi3 |
Non-Executive and Independent Director |
09483841 |
| 4. Mr. Tarachand Agrawal |
Non-Executive and Non-Independent Director |
00465635 |
| 5. Mr. Mithleshkumar Agrawal1 |
Non-Executive and Non-Independent Director |
03468643 |
| 6. Mr. Burhanuddin Hakimuddin Lokhandwala5 |
Non-Executive and Independent Director |
11705597 |
| 7. Ms. Shwetambery Khurana2 |
Company Secretary and Compliance Officer |
****9276D |
| 8. Ms. Shrasti Dubey4 |
Company Secretary and Compliance Officer |
*****1109P |
| 9. Mr. Dharmesh Vimalkumar Tripathi |
Chief Financial Officer |
*****6631H |
1 Mr. Mithleshkumar Agrawal appointment as an additional director
was subsequently regularized by the shareholders at their meeting held on 9th
June, 2025. 2Ms. Shwetambery Khurana had resigned from the post of the Company
Secretary and Compliance Officer of the Company w.e.f. 30th April, 2026. 3Mr.
Rahul Hareshbhai Modi had resigned from the post of Non-Executive and Independent Director
w.e.f. 16th May, 2026. 4Ms. Shrashti Dubey was appointed as Company
Secretary and Compliance Officer of the Company w.e.f. 28th May, 2026 and had
resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f.
17th July, 2026. 5Mr. Burhanuddin Hakimuddin Lokhandwala was
appointed as Additional Non- Executive and Independent Director of the company w.e.f. 25th
May, 2026.
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 2025-26 and
till the date of Board's Report. As per Companies Act, 2013, the Independent
Directors are not liable to retire by rotation.
32. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Burhanuddin Hakimuddin Lokhandwala and Ms. Nidhi Bansal are
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 Director. 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.
33. CORPORATE GOVERNANCE:
In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance
Report and Auditor's Certificate regarding compliance with the conditions of
Corporate Governance are appended to the Annual Report as Annexure - IV.
34. 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.
35. 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, 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.
36. AUDITORS:
A. Statutory Auditor:
M/s. SSRV & Associates, Chartered Accountants, (FRN: 135901W)
Mumbai was appointed as Statutory Auditors of the company from financial year 2025-26 to
2028-29, from the conclusion of 79th Annual General Meeting held in the year
2025 till the conclusion of 83rd Annual General Meeting of the Company to be
held in the year 2029.
Company has received a written confirmation from M/s. SSRV &
Associates, Chartered Accountants, Mumbai, to the effect that their appointment, if made,
would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the
Rules framed there under.
The Auditors have also furnished a declaration confirming their
independence as well as their arm's length relationship with your Company as well as
declaring that they have not taken up any prohibited non-audit assignments for your
Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process.
The Auditor's report for the Financial Year ended 31st
March, 2026 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, Company Secretaries, as a Secretarial Auditor of the Company to conduct
Secretarial Audit for the Financial Year 2025-26.
The Secretarial Audit Report for the Financial Year 2025-26 is annexed
herewith as Annexure V in Form MR-3.
C. Internal Auditor:
The Board of directors has appointed M/s. Umesh Khese & Co.,
Chartered Accountants, as the internal auditor of the Company. 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.
37. 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, 2025, 12th
August, 2025, 13th November, 2025, and 13th February, 2026 the
attendance records of the members of the Committee are as follows:
The constitution of the Audit Committee is as follows:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Ms. Nidhi Bansal |
Chairperson |
4 |
4 |
| Mr. Ravi Niranjan Pandya |
Member |
4 |
4 |
| Mr. Rahul Hareshbhai Modi1 |
Member |
4 |
4 |
| Mr. Burhanuddin Hakimuddin Lokhandwala2 |
Member |
NA |
NA |
1 Mr. Rahul Hareshbhai Modi had given resignation from the post of
Member of the Audit Committee w.e.f. 16th May, 2026. 2Mr.
Burhanuddin Hakimuddin Lokhandwala has appointed on the post of Member of Audit Committee
w.e.f. 25th May, 2026.
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of the members of the Nomination
and Remuneration committee, as tabulated below, was held on 13th February, 2026
and the attendance records of the members of the Committee are as follows:
The constitution of the Nomination and Remuneration Committee is as
follows:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Ms. Nidhi Bansal |
Chairperson |
1 |
1 |
| Mr. Tarachand Agrawal |
Member |
1 |
1 |
| Mr. Rahul Hareshbhai Modi1 |
Member |
1 |
1 |
| Mr. Burhanuddin Hakimuddin Lokhandwala2 |
Member |
NA |
NA |
1 Mr. Rahul Modi had given resignation from the post of Member of
the Audit Committee w.e.f. 16th May, 2026. 2Mr. Burhanuddin
Hakimuddin Lokhandwala has appointed on the post of Member of Audit Committee w.e.f. 25th
May, 2026.
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders'
Relationship committee as tabulated below, was held on 22nd August, 2025, 22nd
November, 2025 and 23rd February, 2026 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. Tarachand Agrawal |
Chairperson |
1 |
1 |
| Ms. Nidhi Bansal |
Member |
1 |
1 |
| Mr. Ravi Niranjan Pandya |
Member |
1 |
1 |
38. 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.
The following no. of complaints was received under the POSH Act and the
rules framed thereunder during the year:
1. Number of complaints filed during the financial year - Nil
2. Number of complaints disposed of during the financial year - Nil
3. Number of complaints pending as on the end of the financial year Nil
39. 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.
40. MAINTENANCE OF COST RECORDS:
According to information and explanation given to us, the Central
Government has not prescribed maintenance of cost records under section 148(1) of the Act
in respect of activities carried out by the Company.
41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code
2016.
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 of, |
| 188/2, Ranipur Village, Opp. CNI Church, |
Yarn Syndicate Limited |
| Narol, Narol, Ahmedabad, |
|
| Daskroi, Gujarat, India, 382405 |
|
|
Sd/- |
| Place: Ahmedabad |
Ravi Niranjan Pandya |
| Date: 31st July, 2026 |
Managing Director |
|
DIN: 09509086 |
|