Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company andthe accounts for the Financial Year ended 31st March 2025.
Particulars
2024-25
2023-24
Total Revenue
95,987
1,48,072
Total Expenditure
1,30,876
1,57,464
Exceptional Items
(4,841)
(219)
Profit /(Loss) Before Tax
(39,730)
(9,611)
Less: Current Tax
-
Deferred Tax
(2,034)
342
Profit /(Loss) after Taxation
(41,763)
(9,269)
Earnings per Equity Share
(7.63)
(1.69)
Our Company continWues to operate in a single segment, i.e., Plastics and PET Tubes. During the year under review, theCompany recorded a revenue of f9,59,86,988 as compared to f14,80,71,750 in the previous year, registering a declineof approximately 35.19%. The Company incurred a loss of f 4,17,63,132/- as against f 92,68,807/- in the previous year.
During the year under review, the Company sold the fixed assets and the factory premises at 160, Devraj IndustrialPark, Piplaj-Pirana Road, Village Piplaj, Ahmedabad. The sale was undertaken as the existing business operations hadbecome unviable due to steep competition in the plastics and PET tube segment, the loss on sale of Fixed Assets hasbeen presented under 'Exceptional Items' in the financial statements for FY 2024-25. (refer Note No. 3.25 on ExceptionalItems). In light of this, the Company is actively evaluating new business opportunities in the pharmaceutical sector aspart of its strategic realignment. Accordingly, the Memorandum of Association (MOA) of the Company was amendedat the last Annual General Meeting (AGM) to include relevant objects aligned with the proposed business activities inthe pharmaceutical domain.
During the year, the Company amended its Memorandum of Association to include pharmaceutical sector activitiesas part of its strategic diversification. While core operations in plastics and PET tubes continued during the year, theaddition of new business objects represents a potential expansion in the Company's future business activities. Thisamendment was approved by the shareholders at the previous Annual General Meeting and is reflected in the filingsmade with the Registrar of Companies.
In view of the loss incurred during the year under review, your Directors do not recommend any dividend for thefinancial year.
In view of the loss of f 4,17,63,132/- incurred during the financial year under review, no amount has been transferredto the General Reserve or any other reserve.
The Company has not issued any Equity Shares with differential rights during the year under review. As on 31stMarch, 2025, 100% of the equity shares were held in dematerialised form.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year review.
During the year there is no employee stock option scheme approved.
There is no subsidiary /joint venture or Associate Companies within the meaning of Section 2(6) of the CompaniesAct, 2013.
The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (ListingObligations and Discloser Requirements) Regulations, 2015 forms an integral part of this report and provides overviewof the business and operations of the Company as per "Annexure A"
No material changes and commitments affecting the financial position of the Company occurred between the end ofthe financial year to which this financial statement relates and the date of this report.
During the period under review, no significant and material order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
The Board of Directors has formulated the Nomination and Remuneration Policy of your Company as recommended bythe Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policycovering the policy on appointment and remuneration of Directors including criteria for determining qualifications,positive attributes, independence of a director and other matters. The same has been uploaded on website of theCompany www.ahimsaind.com
Salient feature of the Policy as follows:
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of theperson for appointment as Director, KMP or at Senior Management level and recommend to the Board his /her appointment. The Committee has discretion to decide whether qualification, expertise and experiencepossessed by a person are sufficient or satisfactory for the concerned position.
b) The Company shall not appoint or continue the employment of any person as Whole-Time Director who hasattained the age of seventy years. Provided that the term of the person holding this position may be extendedbeyond the age of seventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice.
The Company shall appoint or re-appoint any person as its, Managing Director or Whole-Time Director for aterm not exceeding five years at a time. No re-appointment shall be made earlier than one year before theexpiry of term.
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Companyand will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosureof such appointment in the Board's report. No Independent Director shall hold office for more than twoconsecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible forappointment after expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not, during the said period of three years, be appointed in or be associated withthe Company in any other capacity, either directly or indirectly.
Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules andregulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removalof a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rulesand regulations.
The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act andthe prevailing policy of the Company.
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnelat regular interval (yearly).
a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and SeniorManagement Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director/ManagingDirector etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under orany other enactment for the time being in force.
b) Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may receiveremuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount ofsitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there underor any other enactment for the time being in force and as may be decided by the Board in consultation withNon-Executive/ Independent Director. Provided that Non-Executive Independent Directors are not eligiblefor any Stock Option.
The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary.This Policy may be amended or substituted by the Nomination and Remuneration Committee or by the Board asand when required and also by the Compliance Officer where there is any statutory changes necessitating thechange in the policy.
The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverseBoard will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural andgeographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment andQualification of Directors) Rules, 2014 and the Articles of Association of your Company, Ms. Pooja Ambure (DIN:10482692) Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offered herself for reappointment.
Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting.The brief resume of Ms. Pooja Ambure (DIN: 10482692) Executive Director and other related information has beendetailed in the Annual Report.
During the year under review, the following Directors retired from the Board of the Company on 27th September, 2024:
• Mr. Ashish Navnitlal Shah
• Mr. Bhadresh Arvindbhai Trivedi
• Ms. Sneha Ashutosh Gandhi
The Board places on record its sincere appreciation for their valuable contribution, guidance, and dedicated serviceduring their tenure as Directors of the Company.
During the year under review, the following individuals were appointed as Directors on the Board of the Company:
• Mr. Abhishek Deepak Buddhadev (DIN: 07673161)
• Mr. Santosh Kamlesh Tripathi (DIN: 08517148)
• Ms. Pooja Rajan Ambure (DIN: 10482692)
• Ms. Almina Banu Abubakar Shaikh (DIN: 10715314)
The Board welcomes them and is confident that their association will benefit the Company through their experienceand insights.
The Nomination and Remuneration committee of the board constituted under Section 178 of the Companies Act,2013 has been made responsible for carrying out evaluation of every Director's performance. The board is required toevaluate the performance based on the evaluation done by the Nomination and Remuneration committee.
The Nomination and Remuneration Committee carried out an evaluation of performance of Independent Director,Executive Director and Board as whole and that of its committees. The performance evaluation of the Chairman, theNon-Independent Directors and the Board as a whole was carried out by the Independent Directors in a separatemeeting. The exercise of performance evaluation was carried out through a structured evaluation process coveringvarious criteria as recommended by the Nomination and Remuneration Committee.
The performance of the Nomination and Remuneration committee evaluated by Board of directors, on the basis of theterms of reference of the committee.
The performance of Nomination and Remuneration committee reviewed by board of directors and which ismuch satisfactory.
Then the committee reviewed the Board and other committee. The evaluation of the Nomination and RemunerationCommittee was left to the Board of the Directors.
The board as a whole and its committees were reviewed on the following parameters;
1) Size, structure and expertise of the Board
2) Frequency of Meetings
3) Effective discharge of functions and duties by Board and Committee prescribed under the law and as per termsof reference.
4) Ensuring the integrity of the Company's accounting and financial reporting systems, independent audit, internalaudit and risk management systems (for Board and Audit Committee)
5) Working in the interests of all the stakeholders of the Company and such other factors.
The performance of the board as a whole was satisfactory and up to the mark during the year.
Your Company has received declarations from all the Independent Directors under Section 149(7) of the CompaniesAct, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act,2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequencesof violation.
The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conductto regulate, monitor and report trading by Insiders is available on the website www.ahimsaind.com
All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declarationto this effect, signed by the Chairman & Managing Director of the Company forms part of this Report. The Board hasalso adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of theCompanies Act, 2013.
As on 31st March, 2025, the Board of Directors has following committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholder's Relationship Committee
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act,2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Thecomposition of Audit Committee is given below:
Name of Director
Status
Nature of Directorship
Mr. Ashish N. Shah#
Chairman
Independent Non-Executive Director
Mr. Bhadresh A. Trivedi#
Member
Independent Non- Executive Director
Ms. Purvi Intwala
Non-Executive Director
During the year under review, the Audit Committee was reconstituted by the Board on 10th October, 2024. Thisreconstitution was necessitated as all the previous members of the Committee retired on 27th September, 2024.
Accordingly, the Board reconstituted Audit Committee with the following members:
Ms. Almina Shaikh
Chairperson
Non-Executive - Independent Director
Mr. Abhishek Deepak Buddhadev
Ms. Pooja Rajan Ambure
Executive Director
The terms of reference of the Audit Committee are as under:
• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure thatthe financial statements are correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of thestatutory auditor and the fixation of audit fees.
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• Reviewing, with the management, the annual financial statements before submission to the Board for approval,with particular reference to:
a) Matters required being included in the Directors Responsibility Statement to be included in the Board's Reportin terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
• Reviewing, with the management, the half yearly and annual financial statements before submission to the boardfor approval.
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offerdocument / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps inthis matter.
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of internalcontrol systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading department, reporting structure coverage and frequency ofinternal audit.
• Discussion with internal auditors on any significant findings and follow up there on.
• Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
• Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well aspost-audit discussion to ascertain any area of concern.
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders(in case of nonpayment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower mechanism, in case the same is existing.
• To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolouscomplaints against any Director or Employee
The members of the Audit Committee met four (4) times during the year on 18/05/2024, 25/10/2024, 20/11/2024 and
19/02/2025. The attendance records of the members are as follows.
Members
Category
Meetings heldduring the tenureof the Directors
Meetings attended
Mr. Ashish N. Shah
Independent & Non¬Executive Director
1
Mr. Bhadresh A. Trivedi
Non-ExecutiveIndependent Director
3
The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 ofthe Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.
The composition of Nomination & Remuneration Committee is given below:
During the year under review, the Nomination & Remuneration Committee was reconstituted by the Board on 10thOctober, 2024. This reconstitution was necessitated as all the previous members of the Committee retired on 27thSeptember, 2024.
Accordingly, the Board reconstituted the Nomination & Remuneration Committee with the following members:
Name of the Director
Mr. Santosh Kamlesh Tripathi
Ms. Almina Banu Abubakar Shaikh
The terms of reference of the Nomination and Remuneration Committee are as under:
• To recommend to the Board, the remuneration packages of the Company's Managing/Joint Managing/Whole time/Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites,commission, incentives, stock options, pension, retirement benefits, details of fixed components and performanceslinked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);
• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalfof the shareholders with agreed terms of reference, the Company's policy on specific remuneration packagesfor Company's Managing/Joint Managing/Whole time /Executive Directors, including pension rights and anycompensation payment;
• Such other matters as may from time to time are required by any statutory, contractual or other regulatoryrequirements to be attended to by such committee.
The members of Nomination and Remuneration Committee met Twice (2) during the year on 02/08/2024 and 19/02/2025
as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.
Non-Executive -Independent Director
Ms. Almina BAbubakar Shaikh
The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of theCompanies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. Thecomposition of Stakeholder Relationship Committee is given below:
Mr. Ashish Navnitlal Shah
Mrs. Purvi Jatin Intwala
During the year under review, the Stakeholder Relationship Committee was reconstituted by the Board on 10thOctober, 2024. This reconstitution was necessitated as all the previous members of the Committee retired on 27thSeptember, 2024.
Accordingly, the Board reconstituted Stakeholder Relationship Committee with the following members:
The terms of reference of the Stakeholder Relationship Committee are as under:
• Redressal of shareholders'/investor's complaints;
• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securitiesmade by the Registrar and Share Transfer Agent;
• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;
• Non-receipt of declared dividends, balance sheets of the Company; and
• Carrying out any other function as prescribed under the Listing Compliances.
The members of Stakeholder Relationship Committee met Once (1) during the year on 19/02/2025 as per provisions ofSection 178 of the Companies Act, 2013 and applicable provisions.
Meetings held
during the tenure Meetings attendedof the Directors
--
The Board of Directors of the Company met Seven (7) times during the year on 26/04/2024, 18/05/2024, 02/08/2024,27/09/2024, 25/10/2024, 20/11/2024 and 19/02/2025 in respect of which proper notices were given and the proceedingswere properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.
The intervening Gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Name of Directors
Meetings Heldduring the tenureof the Directors
Meetings
Attended
Attendance at thelast AGM held on20th Sept, 2024
No. of committeemembership in whichhe/she is a memberand Chairperson
Mr. Ashutosh D. Gandhi
Promoter / ManagingDirector
7
Yes
None
Mrs. Sneha A. Gandhi
Whole-time Director
Chairman in TwoCommittees Memberin one Committees
Chairman in oneCommittees Memberin two Committees
Ms. Purvi Jatin Intwala
Member in ThreeCommittees
4
Member in twoCommittees
Mr. Abhishek DeepakBuddhadev
Non- ExecutiveIndependent Director
Chairman of SRCand Member in twoCommittees
Chairman of NRCand Member in oneCommittee
Ms. Almina Banu AbubakarShaikh
Chairman of AuditCommittee andMember in oneCommittee
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 andRegulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, a meeting of the Independent Directors of the Company was held on 19th February, 2025.
Mr. Santosh Kamlesh Tripathi is the Chairman of Independent Directors Meeting.
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on31st March, 2025 and state that:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board ofDirectors hereby confirms that:
a. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standardshave been followed and there are no material departures;
b. The Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at 31st March, 2025 and of the loss/profit of the Company for the year ended on that date;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a 'going concern' basis;
e. The Directors have laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year endingon 31st March, 2025 is available on the Company's website at https://www.ahimsaind.com.
During the year under review, the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) and 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as therewere no employees of the Company who were in receipt of remuneration in excess of the limits prescribed under thesaid Rules.
The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee underthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was nocase filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environmentfor every women employee at the workplace and made the necessary policies for safe and secure environment forwomen employee.
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) ofSection 148 of the Companies Act, 2013.
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicableto the Company for the financial year under review.
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, theprovisions of Corporate Governance are not applicable to companies listed on the SME Platform of the Stock Exchange.
Accordingly, a detailed report on Corporate Governance is not provided.
However, the Company continues to follow and adopt good governance practices voluntarily to ensure transparency,accountability and fairness in all its dealings.
These financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India ("Indian GAAP") as prescribed under the provisions of the Companies Act, 2013, read with theapplicable Accounting Standards notified under Section 133 of the Act and the relevant rules made thereunder, asamended, and other relevant provisions of the Act.
The Company has established a well-defined process of risk management, wherein the identification, analysis andassessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategyand implementation of the same takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operationsof the Company. Necessary internal control systems are also put in place by the Company on various activities acrossthe board to ensure that business operations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
The company has developed and implemented risk management policy. Company has an effective risk managementsystem to keep track of business and operational hazards. All major functions and divisions are responsible forindependently monitoring risks in their respective areas of operations. The risk management process is overseen bythe Company's board of directors.
The Company, through its risk management process, aims to contain the risks within its appetite. There are no riskswhich in the opinion of the Board threaten the existence of the Company.
All contracts / arrangements / transactions entered by the Company during the financial year with related parties werein its ordinary course of business and on an arm's length basis.
During the year, the Company had not entered into any contract/ arrangement / transaction with related parties whichcould be considered material in accordance with the policy of the Company on materiality of related party transactionsor which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially significant related party transactionswhich could have potential conflict with interest of the Company at large.
The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved bythe Board is put up on the Company's website and can be accessed at https://www.ahimsaind.com/investor-relation/codes-policies-of-company/
Members may refer Note No. 3.28 to the Standalone Financial Statement which sets out related party disclosures.
The particulars of Loans, guarantees or investments made under Section 186 are furnished hereunder:
SR
No
Date of makingloan
Detail ofBorrower
Purpose for
. ^ which the loanAmount
is to be utilizedby the Recipient
Time periodfor which it isgiven
Date of BoardResolu-tion
Date ofSpecialResolution(if required)
Rate ofInterest
Expected rateof return
NA
Details of Investments:
SR Date of investmentNo
Details ofInvestee
Purpose for which the
Amount proceeds from investment Date of BoardAmount is proposed to be utilized by Resolutionthe recipient
Date of SpecialResolution(if required)
Details of Guarantee / Security Provided:
SR Date of providingNo security/ guarantee
Details ofrecipient
Amount
Purpose for which thesecurity/ guarantee is Date of Boardproposed to be utilized by Resolu-tionthe recipient
Commission
During the period under review, the Company has not accepted any unsecured loan from the Directors pursuant toRule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bringto the attention of the management, the concerns about any unethical behavior, by using the mechanism provided inthe Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directlyapproach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has beendenied access to the Audit Committee during FY 2024-25.
The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policyprotects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on theCompany's Web Site https://www.ahimsaind.com.
With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopteda Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Codealso covers the policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI)or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://www.ahimsaind.com/investor-relation/codes-policies-of-company/.
We confirm that no director or employee has been denied access to the Audit Committee during FY 2024-25.
The Board of Directors on the recommendation of the Audit Committee and pursuant to the provisions of Section 139and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,2014, recommended the appointment of M/s. A N Shah & Associates, Chartered Accountants, as the Statutory Auditorsof the Company for a term of five (5) consecutive years, from the conclusion of the 30th Annual General Meeting ("AGM")until the conclusion of the 35th AGM of the Company to be held in the year 2030.
As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of CompaniesAct, 2013.
Further, pursuant to Section 134(3)(ca) of the Companies Act, 2013, the Board hereby confirms that there have beenno instances of fraud reported by any officer or employee of the Company during the year under review.
The Notes to the financial statements referred in the Auditors' Report are self-explanatory. There are no qualificationsor reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do notcall for any comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements inthis Annual Report.
In terms of section 204 of the Act and Rules made there under, Mr. Mehul Pitroda (ACS No. 43364, CP No. 20308) of M. S.Pitroda & Co., Practicing Company Secretary, Mumbai have been appointed as a Secretarial Auditor of the Company. Thereport of the Secretarial Auditor is enclosed as "Annexure- B" to this report. There are no qualifications or reservationsor adverse remarks or disclaimer in the said Secretarial Audit Report.
The Board of Directors at their meeting held on 19th February, 2025, based on the consent received from M/s M. S.Pitroda & Co, Company Secretaries appointed them as Secretarial Auditor of the Company for a term of five years subjectto the approval of the members at the ensuing Annual General Meeting of the Company.
The scope of the internal audit includes a review of the adequacy of internal controls, compliance with establishedpolicies and procedures, and evaluation of operational effectiveness. The Board of Directors is of the opinion that theCompany has adequate internal financial controls commensurate with its size, scale, and complexity of operations. TheBoard further confirms that such internal financial controls were operating effectively during the year under review.
The Company has adequate internal controls and checks in commensurate with its activities. The Board has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to theCompany's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial disclosures.
We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensuretransparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts throughtechnology innovation and effective communication and transparency.
The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.
During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund(IEPF).
Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regardingconservation of energy, and technology absorption are furnished hereunder in "Annexure C."
The Company is pleased to report that during the year under reporting, the industrial relations were cordial.
Pursuant to Regulation 17(8) of the Listing Regulations, Mr. Ashutosh Gandhi, Managing Director and Mr. DarshankumarMistri, Chief Financial Officer has given CEO/CFO Certificate as per the format specified in part B to the Schedule II ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 andsaid certificate was placed before the meeting of Board of Directors in their meeting held on 28th May, 2025.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity andpossess requisite expertise and experience required to fulfil their duties as Independent Directors and statement forthe same is mentioned in Corporate Governance Report.
No application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
No settlement is made with any Bank or Financial Institution during the year.
Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarialstandards issued by the Institute of Company Secretaries of India, during the financial year under review.
Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedicationshown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed tothe successful management of the Company's affairs.
The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, RegulatoryAuthorities and Stock Exchange for their continued support.
By Order of the Board of DirectorsAHIMSA INDUSTRIES LIMITED
Sd-
Ashutosh Damubhai Gandhi
Managing DirectorDIN: 00654563
Sd/-
Pooja Ambure
Executive DirectorDIN:10482692
Place: AhmedabadDate: 5th September, 2025