Your Directors have pleasure in presenting the 35th AnnualReport of the Company for the Financial Year ended 31stMarch, 2025.
In compliance with the applicable provisions of Companies Act,2013, (“the Act”) and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”), this report coversthe financial results and other developments during thefinancial year from 1st April, 2024 to 31st March, 2025.FINANCIAL HIGHLIGHTS
The Financial Statements for the year ended 31st March, 2025have been prepared in accordance with the accountingprinciples generally accepted in India, including the IndianAccounting Standards (“Ind AS”) specified under section 133of the Companies Act, 2013 (“the Act”) read with theCompanies (Indian Accounting Standards) Rules, 2015, asamended. The summarized results of your Company are givenin the table below:
Particulars
Financial
Year Ended
31.03.2025
31.03.2024
Gross Revenue
24,037.41
22,065.73
Other Income
47.40
24.79
Total Revenue
24,084.81
22,090.52
Less: Total Expenditure
22,245.33
20,376.90
Gross Profit
(before Depreciation & Finance Cost]
1,839.48
1,713.62
Less: Depreciation
331.49
329.34
: Finance Cost
293.45
238.44
Profit Before Tax (PBT)
1,214.54
1,145.84
Less: Provision for Income Tax
321.31
293.05
: Deferred Tax
(6.28)
(2.41)
Profit After Tax(PAT)
899.51
855.20
Other Comprehensive Income net of tax
(5.05)
31.50
Total Comprehensive Income
894.46
886.70
During the financial year total revenue has increased from' 22,090.52 Lakhs to ' 24,084.81Lakhs i.e. by ' 1,994.29 Lakhsequivalent to increase by 9.03% over the previous year. PAT forthe Financial Year 2024-25 was ' 899.51 Lakhs as against' 855.20 Lakhs in the previous Financial Year 2023-24. Thetotal comprehensive income for the year was increased to' 894.46 Lakhs as against ' 886.70 Lakhs in the previous year.STATE OF COMPANY'S AFFAIRS
The Board of Directors would like to inform that the Companyhas contemplated fresh endeavours in expansion byintroduction of manufacturing facilities of industrial shoes,leather gloves, industrial and readymade garments, etc as wellas procurement of industrial lands at Falta, West Bengalthrough IBC auction transactions and from WBSIDC at Banipur,Industrial Park, West Bengal. Initiatives have been taken fornecessary constructions and procurement of plants,machineries, and other capital expenditures.
From the very inception, the Company's main activity isconcentrated in the production and export of Industrial SafetyGloves which are considered essential elements in minimizinghealth related risk at work places for over three decades. TheCompany gradually diversified its product range to includeleather/cotton/synthetic, coated and dotted gloves, as well asindustrial safety garments and children's garments, safetyshoes, helmets, safety belts, etc.
The Company's manufacturing and business activities arebroadly divided into four (4) distinct segments. They are -
1. Manufacturing of Hand Gloves of various materials anddiverse qualities for industrial safety modules for bothexport and domestic markets;
2. Manufacturing of both industrial safety garments andreadymade garments in bulk for both export as well as fordomestic markets;
3. Power generation by operation of wind mills to supply oncommercial base; and
4. Procurement, part processing and supply of non¬conventional industrial safety gears in domestic marketand in export.
This is the oldest segment with which the Companycommenced its journey of business operations and it is still themain revenue earner for the Company. In the year under review,the total Revenue receipt from this segment was ' 13,750.94Lakhs as against ' 12,605.81 Lakhs in the previous year. Thesegment surplus marginally increased from '1,349.70 Lakhs to' 1,554.85 Lakhs.
This segment deals in domestic market as well as export andregistered increase in revenue earnings from ' 7,310.69 Lakhsto ' 8,084.50 Lakhs with surplus being increased by 14.01%from ' 377.66 Lakhs to '430.57 Lakhs as compared to previousyear.
Revenue from this segment was decreased from ' 43.11Lakhs to ' 33.02 Lakhs thereby increased loss from ' 5.88lakhs to ' 37.72 Lakhs during the period under review ascompared to previous year.
Others Non- Conventional Segment:
This is the new segment started few years back withprospective risk of minimum loss. The working experience andviability study have so far revealed immense prospect in aproperly organized operation of the segment. During the yearunder review, this segment has witnessed a profit of ' 17.59Lakhs as against ' 77.70 Lakhs in the previous year. In thereporting year, the revenue earning has increased to ' 2,168.95Lakhs from ' 2,106.12 Lakhs in the previous year
Your Directors are pleased to recommend dividend of '1.50 perequity share of '10/- each for the Financial Year 2024-25 i.e.15% on the paid-up equity share capital of the Company,subject to deduction of tax at source (“TDS”) at applicable rates.The proposed dividend is subject to approval of shareholders atthe ensuing Annual General Meeting of the Company and itwould result in appropriation of ' 45.60 Lakhs (gross amount).Your Company retains the extra profit for future plans.
Your Company proposes to transfer a sum of ' 600 Lakhs to theGeneral Reserve and carry forward a balance of ' 1,189.75Lakhs in the retained earnings.
The Company does not have any Subsidiary, Joint Venture orAssociate Company.
Pursuant to the provision of Section 124(5) of the CompaniesAct, 2013 your Company has transferred ' 1.04 lakhs duringthe Financial Year 2024-25 to the Investor Education andProtection Fund. This amount was lying unpaid/ unclaimedwith the Company for a period of seven years after declarationof dividend for the Financial Year 2016-17.
Further, the Company has not transferred any equity shares tothe Investor Education and Protection Fund pursuant to theprovision of Section 124(6) of the Companies Act, 2013 duringthe Financial Year 2024-25, in respect of which dividend hasnot been paid or claimed for 7(seven) consecutive years ormore.
No material changes and commitments affecting the financialposition of the Company occurred between the end of theFinancial Year 2024-25 and the date of this Report.
During the Financial Year 2024-25, there has been no changein the nature of business of the Company.
During the year, the Company did not issue/allot anyShares/Securities.
As on 31st March, 2025, the issued and subscribed capital ofyour Company stood at ' 352 Lakhs. The paid-up Capital ofyour Company stood at ' 304 Lakhs comprising of 30,40,000equity shares of ' 10/- each fully paid.
DIRECTORS AND KEY MANAGERIAL PERSONNELThe composition of the Board consists of the following persons:Key Managerial Personnel
1) Mr. Shri Krishan Saraf - Managing Director
2) Mr. Deo Kishan Saraf - Whole-time Director
3) Mr. Abhishek Saraf - Whole-time Director
4) Mr. Bishnu Kumar Kesan - Chief Financial Officer
5) Ms. Paulami Mukherjee - Company Secretary & Compliance
Officer (w.e.f 13th February,2025).
Non-Executive Non-Independent Director
1) Mrs. Rashi Saraf
Non-Executive Independent Directors
1) Mr. Mukul Banerjee
2) Mr. Jadav Lal Mukherjee
3) Mr. Rajarshi Ghosh
4) Mr. Shankar Lal BajajDirectors:
None of the Directors of the Company is disqualified from beingappointed as Directors under the provisions of section 164(2)of the Companies Act, 2013.
The Independent Directors has furnished requisitedeclarations pursuant to Section 149(7) of the Companies Act,2013 and Regulation 25(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, confirming theirrespective independence status.
Mr. Deo Kishan Saraf (DIN:00128804), Whole-time Director ofthe Company was re-appointed for a further period of 3 (three)years, with effect from 1st April, 2025 in the Board Meetingdated 12th February, 2025 subject to the approval of themembers of the Company via Postal Ballot dated 29th June,2025.
Mr. Abhishek Saraf (DIN:00129144), Whole-time Director ofthe Company was re-appointed for a further period of 3 (three)years in the Board Meeting dated 28th May, 2025 with effectfrom 28th May, 2025 subject to the approval of the members ofthe Company via Postal Ballot dated 29th June, 2025.
In accordance with the provisions of Companies Act, 2013 andthe Company's Articles of Association, Mrs. Rashi Saraf (DIN:07152647), Non-Executive Non-Independent Director of theCompany, will be subject to retire by rotation at the ensuingAnnual General Meeting of the Company and being eligibleoffers herself for re-appointment.
Resolution for approval of such re-appointment of Mrs. RashiSaraf (DIN: 07152647) along with her brief profile forms part ofthe notice of the ensuing 35th Annual General Meeting.
Mr. Ravi Kumar Bahl resigned as the Company Secretary &Compliance Officer of the Company w.e.f the close of businesshours on 12th February, 2025.
Ms Paulami Mukherjee has been appointed as the CompanySecretary and Compliance Officer of the Company w.e.f 13thFebruary, 2025.
Pursuant to the applicable provisions of the Act and ListingRegulations, the Board carried out an annual evaluation of itsperformance as well as of the working of its committees andindividual Directors. The ultimate responsibility for goodgovernance and prudent management of a Company lies withthe Board of Directors of the Company. The Board is expectedto exercise continuous proactive and effective decision makingand implementation thereof with a view to achieve the desiredgoal. In this connection, the Nomination and RemunerationCommittee had set out a framework of guidelines for the Boardof Directors to undertake continuous evaluation of theperformance of the Directors of the Company while affirmingthe desired destination. The Board of Directors as a whole isrequired to display its commitment to Good Governanceensuring a constant improvement of processes andprocedures, wherein each individual member of the Board iscommitted to contribute his best in the overall growth of theorganisation.
During the Financial Year 2024-25, the Board of Directors ofthe Company, met 7(seven) times on16th April, 2024, 22ndMay, 2024, 26th May, 2024, 09th August, 2024, 21st October,2024,12th November, 2024 and 12th February, 2025respectively. Further, a separate meeting of the IndependentDirectors of the Company was also held on 12th February2025, wherein the prescribed items enumerated underSchedule IV to the Companies Act, 2013 and Regulation 25 ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 were discussed.
Pursuant to Section 92(3) read with Section 134(3)(a) of theCompanies Act, 2013, the draft Annual Return as on 31stMarch, 2025 is available on the Company's websiteon:http://www.acknitindia.com/Annual-Return.html
Pursuant to Section 134(3)(c) of the Companies Act, 2013, theDirectors to the best of their knowledge hereby state andconfirm that:
• in the preparation of Annual Accounts, the applicableaccounting standards had been followed along withproper explanation relating to material departures;
• the Directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company atthe end of Financial Year 31st March, 2025 and the Profitor Loss of the Company for that period;
• the Directors had taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
• the Directors had prepared the Annual Accounts for theFinancial Year ended 31st March, 2025 on a goingconcern basis;
• the Directors had laid down Internal Financial Controls tobe followed by the Company and such Internal FinancialControls were adequate and operating effectively; and
• the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andsuch systems were adequate and operating effectively.
At the 32nd Annual General Meeting held on 29th September,2022, M/s SRB & Associates, Chartered Accountants, (FirmRegistration No.310009E) has been re-appointed as theStatutory Auditors of the Company to hold office for the secondterm of 5 (five) consecutive years, i.e., from the conclusion of32nd Annual General Meeting of the Company till theconclusion of the 37th Annual General Meeting to be held in theyear 2027.
Pursuant to the provisions of Section 138 of the CompaniesAct, 2013 read with the Companies (Accounts) Rules, 2014,your Company had appointed Mr. Abhijit Pal (CMAMembership No. - 25493), as the Internal Auditor of theCompany for the Financial Year 2024-25.
In view of the provisions of Section 148 and all other applicableprovisions of the Companies Act, 2013 read with theCompanies (Audit and Auditors) Rules, 2014, the provisions ofCost Audit are not applicable on the products of the Companyfor the Financial Year 2024-25.
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 read with corresponding rules framed thereunder,M/s Rekha Goenka & Associates, Practising CompanySecretary, was appointed as the Secretarial Auditor of theCompany to carry out the secretarial audit for the FinancialYear ended 31st March, 2025.
As per Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015,amendment dated 13th December, 2024,M/s Rekha Goenka &Associates, Practising Company Secretary is being appointedas the Secretarial Auditor of the Company for a period of 5(five)years commencing from the financial year 2025-26 to 2029-30in the Board Meeting dated 28th May, 2025 subject to theapproval of the shareholders at the ensuing Annual GeneralMeeting.
Secretarial Audit Report issued by the Secretarial Auditor isannexed to this Report as Annexure-I. There are noqualifications, reservations or adverse remarks made bySecretarial Auditor in the Secretarial Audit Report.
The Company has not accepted any deposits from the publicduring the year as defined under Section 73 of the CompaniesAct, 2013. Deposit outstanding as on 31st March, 2025including unclaimed deposit was nil.
DETAILS IN RESPECT OF ADEQUACY OF INTERNALFINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controlswith reference to Financial Statements. During the year, suchcontrols were tested and no reportable material weakness inthe design or operation was observed.
During the Financial Year ended 31st March, 2025, no Loan orGuarantee under Section 186 of the Companies Act, 2013 wasprovided by the Company. The particulars of investmentsmade by the Company under Section 186 forms part of thenotes to the Financial Statements annexed to this Report.
All contracts/arrangements/transactions entered into by theCompany during the Financial Year 2024-25 with the relatedparties were in the normal course of business and on an arm'slength basis with due compliance with the applicableprovisions of the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.
The details of Material Related Party Transaction(s) enteredinto by the Company during the Financial Year 2024-25 areenumerated in Form AOC-2 as attached in Annexure - IIunder Section 134(3)(h) of the Companies Act, 2013 read withRule 8(2) of Companies (Accounts) Rules, 2014.
Reference is made to the disclosures included in the notes tothe Financial Statements pursuant to the provisions of Section129 read with Schedule III to the Companies Act, 2013 andSchedule V Part A of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, which shows the RelatedParty Transactions entered into during the year.
The total number of employees of the Company as on 31stMarch, 2025 was 185.Your Company believes that employeesare the most valuable assets of an organization and theoptimum utilization of the skill, knowledge and attitude theypossess are instrumental to the growth of the organization.
The Company has in place Policy on Prevention of SexualHarassment of Women in line with the requirements under theSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. The Company has dulyconstituted Internal Complaints Committee to preventinstances of sexual harassment and to receive and toeffectively deal with complaints pertaining the same. Nocomplaint has been received during the year under review.
The Company's Whistle Blower Policy encourages Directorsand employees to bring to the Company's attention, instancesof unethical behaviour and actual or suspected incidents offraud or violation of the Acknit's Code of Conduct that couldadversely impact the Company's operations, businessperformance and / or reputation. The Policy provides that theCompany investigates such incidents, when reported, in animpartial manner and takes appropriate action to ensure thatthe requisite standards of professional and ethical conduct arealways upheld. It is the Company's Policy to ensure that noemployee is victimised or harassed for bringing such incidentsto the attention of the Company. The practice of the WhistleBlower Policy is overseen by the Audit Committee of the Boardand no employee has been denied access to the Committee.The Whistle-blower Policy is available on the Company'swebsite and can be accessed through:http://www.acknitindia.com/corporate-policies/whistle-blower-policy-acknit.pdf
The Company has in place a comprehensive risk managementpolicy, which is reviewed periodically by the Board of Directors.As of now the Directors do not envisage any element of riskwhich may threaten the existence of the Company.
Your Company upholds the standard of good corporategovernance and is compliant with the provisions as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, both in letter and spirit. The Company'score values of honesty and transparency have been followed inevery line of business decision making since its inception.
The Corporate Governance Report giving details as requiredunder Paragraph C of Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, is attachedto this Report as Annexure - III. The Certificate on CorporateGovernance for the year ended 31st March, 2025, as issued byM/s Rekha Goenka & Associates, Practising CompanySecretary is also attached hereto as Annexure - IV whichforms part of this Report.
In terms of Regulation 34(2) read with Paragraph C ofSchedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015, credit rating details aregiven separately in the Corporate Governance Reportannexed herewith as Annexure - III.
The Audit Committee of the Company comprises of 5(five)members, namely Mr. Rajarshi Ghosh, Mr. Deo Kishan Saraf,Mr. Mukul Banerjee, Mr. Jadav Lal Mukherjee and Mr. Shankar
Lal Bajaj. Majority of them are Independent Directors with anexception of Mr. Deo Kishan Saraf, who is a Whole-timeDirector of the Company.
Mr. Rajarshi Ghosh, Non-Executive Independent Director ofthe Company is the Chairman of the Audit Committee.
The Committee met 4(four) times during the year on 22nd May,
2024, 09th August, 2024, 12th November, 2024 and 12thFebruary, 2025. The Board accepted the recommendations ofthe Audit Committee as were made by it during the year.
The composition of the Committee, number and dates of theAudit Committee meeting along with the attendance details ofthe members are given separately in the CorporateGovernance Report annexed herewith as Annexure- III.
Your Company has Nomination and Remuneration Committeepursuant to the provisions of Section 178 of the CompaniesAct, 2013. The Nomination and Remuneration Committeecomprises of 5(five) members namely Mr.Rajarshi Ghosh, Mr.Mukul Banerjee, Mr. Jadav Lal Mukherjee, Mrs. Rashi Sarafand Mr. Shankar Lal Bajaj.
Mr. Rajarshi Ghosh, Non-Executive Independent Director ofthe Company is the Chairman of the Nomination andRemuneration Committee.
The functions of this Committee includes identification ofpersons who are qualified to become Directors and who maybe appointed as Senior Management, formulation of criteria fordetermining qualifications, positive attributes, independence,recommendations of their appointments to the Board,evaluation of every Director's performance, formulation of apolicy for the selection and appointment of Directors, SeniorManagement Personnel and their remuneration.
The Company's Policy on Appointment and Remuneration ofDirectors, Key Managerial Personnel and Other Employees isavailable on the Company's website and can be accessedthrough: http://www.acknitindia.com/corporate-policies/nomination-and-remunertion-policy.pdf
The details of terms of reference of the Nomination andRemuneration Committee, number and dates of the meetingsheld, attendance of the Directors and remuneration paid to allthe Directors during the Financial Year ended 31st March,
2025, are given separately in the Corporate GovernanceReport annexed herewith as Annexure-III.
Your Company has Stakeholders Relationship Committeepursuant to Section 178 of the Companies Act, 2013 whichcomprises of 6(six) members, namely Mr. Rajarshi Ghosh, Mr.Deo Kishan Saraf, Mr. Mukul Banerjee, Mr. Jadav LalMukherjee, Mrs. Rashi Saraf and Mr. Shankar Lal Bajaj.
Mr. Rajarshi Ghosh, Non-Executive Independent Director ofthe Company is the Chairman of the StakeholdersRelationship Committee.
During the year under review, the Stakeholders RelationshipCommittee met 4(four) times on 22nd May, 2024, 09th August,2024, 12th November, 2024 and 12th February, 2025 in orderto take on note the share transfer/transmission/demat ofshares and/or other investors grievances as intimated by theRTA of the Company.
The composition of the Committee, number and dates of theStakeholders Relationship Committee meeting along with theattendance details of the members are given separately in theCorporate Governance Report annexed herewith asAnnexure-III.
The CSR Policy has been placed on the website of theCompany and can be accessed through:http://www.acknitindia.com/CSR-Policy.pdf
The Annual Report on CSR activities in terms of Rule 8 ofCompanies (Corporate Social Responsibility Policy) Rules,2014 is annexed herewith and marked as Annexure - Vforming part of this Report.
In terms of Regulation 34(2) read with Paragraph B ofSchedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015, Management Discussionand Analysis Report is attached hereto as Annexure-VI whichforms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy,technology absorption, foreign exchange earnings and outgoas required under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014, is attached hereto as Annexure - VII which forms part ofthis Report.
The information on particulars of employees as required underSection 197(12) of the Companies Act, 2013 read with Rule 5of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, is attached hereto asAnnexure-VIII which forms part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE
There was no significant and material order passed by theRegulators or Courts or Tribunals impacting the going concernstatus and/ or Company's operations in future.
The shares of the Company are currently listed on The BSELtd. and The Calcutta Stock Exchange Ltd. (CSE). It wasreported earlier that the Company has taken initiative fordelisting its shares from CSE. The application of de-listing hasbeen considered by CSE and as per its recommendations,necessary de-listing process has been initiated. However, thefinal confirmation/approval is still awaited.
Managing Director's Certificate under Regulation 34(3) readwith Paragraph D of Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 oncompliance of Code of Conducts is attached hereto asAnnexure-IX which forms part of this Report.
The Board places on record its appreciation for the continuedco-operation and support extended to the Company bycustomers, vendors, regulators, banks, financial institutionsand others concerned. The Company also extend its thankfulappreciation of the services of the employees and staffs of theCompany without whose hard work and involvement thedesired results of the Company could not be achieved. TheBoard deeply acknowledges the trust and confidence placedby the consumers of the Company and all its stakeholders atlarge.
Sd/- Sd/-
Shri Kristian Saraf Deo Kishan Saraf
Place: Kolkata Managing Director Whole-time Director
Date: 28th May, 2025 DIN-00128999 DIN-00128804