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DIRECTOR'S REPORT

Akshar Spintex Ltd.

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Market Cap. (₹) 40.12 Cr. P/BV 1.06 Book Value (₹) 15.10
52 Week High/Low (₹) 36/15 FV/ML 10/3000 P/E(X) 17.89
Bookclosure 28/09/2018 EPS (₹) 0.90 Div Yield (%) 0.00
Year End :2018-03 

DIRECTOR'S REPORT

To,

Members,

Akshar Spintex Limited,

Your Directors are pleased to present 5th Annual Report along with the audited financial statements for the year ended 31st March, 2018.

FINANCIAL RESULTS

The Financials of The Company for The Year Ended On March 31, 2018. Is Summarized as under:

PARTICULARS

31.03.2018

31.03.2017

Revenue from Operations

93,07,59,950

86,25,04,153

Other Income

6,45,22,189

9,18,972

Total Revenue

99,52,82,139

86,34,23,125

Cost of Materials Consumed

69,04,94,669

66,43,89,170

Purchase of Stock in Trade

-

-

Changes in inventories of finished goods, WIP and Stock-in-trade

(29,44,023)

(2,28,47,259)

Employees Benefit Expenses

6,78,88,746

4,80,68,084

Finance Costs

2,27,24,752

2,53,25,703

Depreciation and Amortization Expenses

3,83,86,933

3,78,68,990

Other Expenses

9,83,50,863

8,36,51,072

Total Expenses

91,49,01,939

83,64,55,760

Profit Before Tax

8,03,80,200

2,69,67,366

Tax Expenses

Current Tax

(94,77,117)

59,57,415

Deferred Tax

43,60,209

(47,70,339)

Total Tax Expenses

(5116909)

1187076

Profit After Tax

8,54,97,109

2,57,80,290

Earnings Per Share (EPS)

3.56

1.07

REVIEW OF BUSINESS OPERATION AND FINANCIAL HIGHLIGHTS

The key highlights pertaining to the business of the company for the year 2017-2018 are as under:

> The total revenue from operation of the company during the financial year 2017-18 is of Rs. 99,52,82,139 as compared to previous year's revenue was Rs. 86,34,23,125/-.

> The total expenses of the company during the financial year 2017-18 is of Rs. 91,49,01,939 as compared to previous year's expenses was Rs. 83,64,55,760/-.

> Profit before tax 2017-18 is of Rs. 8,03,80,200/- as compared to previous year' s Profit before tax was Rs. 2,69,67,366/-.

> Net Profit of the Company for the current financial year 2017-2018 is of Rs.8,54,97,109/- as compared to previous year's Profit was Rs. 2,57,80,290/-.

> Following charts are showing month wise details of Production and Turnover during the previous year.

TRANSFER TO RESERVES

The Company has transferred the Rs. 8,54,97,109/- to Surplus and Reserve Account. Total Amount lying in the Reserve and Surplus account at the end on the year is 10,50,71,338/-

DIVIDEND

With a view to plough back of profits and using Net Profit for liquidity purpose and day-today operational activities, your Board of Directors does not recommend any dividend for the F.Y. 2017-18.

AUTHORISED SHARE CAPITAL:

During the year under review, the Company has increased its Authorised Share Capital From Rs. 24,00,00,000/- (Rupees Twenty Four Crore Only) To Rs. 25,00,00,000/-(Rupees Twenty Five Crore Only) passing an Ordinary Resolution at an Extra-Ordinary General Meeting of the Members of the Company which was held on Monday, Dec 04, 2017.

PAID-UP SHARE CAPITAL:

The Paid-Up Share Capital of the Company at the end of financial year was Rs. 24,00,00,000/-(Rupees Twenty Four Crore only) divided into 2,40,00,000 (Two crore Forty Lacs only) Equity Shares of Rs. 10/-.

After the Completion of the Financial year the Company has offered total 67,47,000 Equity Shares by way of Initial Public offer which consist of offer of New Equity Shares as well as offer of Existing Shares to the Public.

The Paid-up Share Capital of the Company w.e.f.09thMay, 2018 was 24,99,90,000/-(Rupees Twenty Four Crore Ninety Nine Lacs Ninety Thousand only) divided into 2,49,99,000 (Two Crore Fourty Nine Lacs Ninety Nine Thousand Only) Equity Shares.

CONVERSION OF COMPANY INTO PUBLIC COMPANY

During the year under review, the Company was converted its status from "Private Limited" to "Public Limited" on 05th January 2018 in pursuant to provisions of Section 14 of the Companies Act, 2013.

ADOPTION OF NEW SETS OF ARTICLAES OF ASSCOCIATION

The Company has adopted new sets of Articles of Association (AOA) of the Company Pursuant to Section 14 of the Companies Act, 2013, with the consent of members of the Company on 28th February, 2018 by way of a Special Resolution. Accordingly, this matter has been placed before the Members approval.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under Report.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME PLATFORM

The Equity Shares of the company has been listed on Bombay Stock Exchange SME Platform (BSE SME Platform) on Friday, May 11th, 2018. Script Code: 541303 ISIN: INE256Z01017

The company came up with a public issue of Initial Public Offer of 67,47,000 Equity Shares of face value of 10/- Each for cash at a price of Rs. 40/- Per Equity Share (Including a share premium of Rs. 30/- Per Equity Share) Aggregating to Rs. 2698.80 Lakhs comprising a Fresh Issue of 9,99,000 Equity Shares aggregating to Rs. 399.60 Lakhs by the Company ("Fresh Issue") And An Offer For Sale of 57,48,000 Equity Shares by selling Shareholders ("Offer For Sale") aggregating to Rs. 2299.20 Lakhs. Out of which 3,45,000 Equity Shares ff face value Rs. 10/- Each for cash at a price Of Rs. 40/- Per Equity Share, aggregating Rs. 138.00 Lakhs was reserved for Subscriptions by the Market Maker to the Offer (The "Market Maker Reservation Portion").

The offer Less Market Maker reservation portion i.e. net offer of 64,02,000 Equity Shares of face value Of Rs. 10/- each for cash at a price of Rs. 40/- per Equity Share, aggregating Rs. 2560.80 Lakhs (Net Offer). The offer and the Net Offer constitute 26.99 % And 25.61 % respectively of the fully diluted post offer paid up equity share capital of our Company.

Following changes were made during the year: > RESIGNATION OF DIRECTORS

Following directors were tender their resignation from the Post of Director due to their pre-occupation in other assignments.

SR. NO.

DIN

NAME OF THE DIRECTOR

APPOINTMENT DATE

RESIGNATION DATE

1

06798457

RAJDEEP MANSUKHBHAI TALA

17.02.2014

02.12.2017

2

01055985

REKHABEN HARIKRUSHNABHAI CHAUHAN

17.02.2014

02.12.2017

3

07710110

MANOJBHAI LALJIBHAI BALDHA

17.01.2017

02.12.2017

4

07710111

PARESH SHUKANBHAI BHALALA

17.01.2017

02.12.2017

5

07710114

PRAVIN SUKANBHAI BHALALA

17.01.2017

02.12.2017

> CHANGE IN DIRECTORSHIP

Following directors Position have been changed during the year:

SR. NO.

DIN

NAME OF THE DIRECTOR

APPOINTMENT DATE

CHANGE IN POSTION W.E.F.

POSITION

1

02003197

ASHOKBHAI SHUKANBHAI BHALALA

05.09.2013

09.01.2018

Director to Chairman & Managing Director

2

06604671

AMIT VALLABBHAI GADHIYA

19.06.2013

09.01.2018

Director to Whole-Time Director

3

07710106

HARIKRUSHNA SHAMJIBHAI CHAUHAN

17.01.2017

09.01.2018

Director to Whole-Time Director

4

07591339

ILABEN DINESHBHAI PAGHDAR

16.08.2016

09.01.2018

Executive Director to Non-Executive Director

> APPOINTMENT OF INDEPENDENT DIRECTORS

The following persons were appointed as Independent Director during the year:

SR.NO.

DIN

NAME OF THE DIRECTOR

APPOINTMENT DATE

RESIGNATION DATE

1

08055148

NIRALA INDUBHAI JOSHI

17.01.2018

Still Working as Director

2

08079702

VIPUL VALLABHBHAI PATEL

08.03.2018

Still Working as Director

3

08085331

ROHIT BHANJIBHAI DOBARIYA

14.03.2018

Still Working as Director

4

00127958

ASHOKBHAI ARJANBHAI VAGHASIA

17.01.2018

23.02.2018

5

08055154

RAMESHBHAI RAVJIBHAI CHAVDA

17.01.2018

23.02.2018

**

Ashokbhai Vaghasia and Rameshbhai Chavda tendered their resignation due to their pre-occupation in other assignments.

> APPOINTMENT OF COMPANY SECRETARY

The company has appointed Ms. Ankita Popat (Membership Number A47957) as a Company Secretary & Compliance officer of the Company w.e.f. 09th January, 2018.

> APPOINTMENT OF CHIEF FINANCIAL OFFICER

The company has appointed Mr. Pratik Raiyani (PAN NUMBER: ANOPR1585L) as a Chief financial officer of the Company w.e.f. 09th January, 2018.

DIRECTOR RETIRE BY ROTATION

Mr. AMIT VALLABBHAI GADHIYA (DIN: 06604671), Director of the Company retires from office by rotation in accordance with the requirement of the Section 152 (6) Companies Act, 2013 and being eligible, offers himself for reappointment.

CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.

DIN/PAN/MEMBERSHIP NUMBER

Name of Persons

Designation

Date of Appointment

1

02003197

Ashok Shukanbhai Bhalala

Chairman & Managing Director

05.09.2013

2

06604671

Amit Vallabbhai Gadhiya

Whole-Time Director

19.06.2013

3

07710106

Harikrushna Shamjibhai Chauhan

Whole-Time Director

17.01.2017

4

07591339

llaben Dineshbhai Paghdar

Non-Executive Director

16.08.2016

5

08055148

Nirala Indubhai Joshi

Independent Director

17.01.2018

6

08079702

Vipul Vallabhbhai Patel

Independent Director

08.03.2018

7

08085331

Rohit Bhanjibhai Dobariya

Independent Director

14.03.2018

8

ANOPR1585L

Pratik Rameshbhai Raiyani

Chief-Financial officer

09.01.2018

9

A47957

Ankita Kiritbhai Popat

Company Secretary & Compliance officer

09.01.2018

CONSTITUTION OF COMMITTEES

The board of Directors has constituted the following Committees:

AUDIT COMMITTEE Constitution Date 14th March,2018

NOMINATION & REMUNERATION COMMITTE Constitution Date 14th March,2018

STAKEHOLDER RELATIONSHIP COMMITTEE Constitution Date 14th March,2018

RISK MANAGMENT COMMITTEE Constitution Date 17th January, 2018

INTIAL PUBLIC OFFERING COMMITTEE(IPO) I Constitution Date 14th March, 2018.

AUDIT COMMITTEE

Constitution Date: 14th March 2018.

The Audit Committee has constituted with the following persons as per section 177 of the Companies Act, 2013 and Regulation 18of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.

Name of the Person

Status in Committee

Position in Company

01

Mr. Niralal Joshi

Chairman

Independent Director

02

Mr. Vipul Patel

Member

Independent Director

03

Mrs. liaben Paghdar

Member

Non-executive Director

NOMINATION AND REMUNERATION

Constitution Date: 14th March 2018.

The Nomination and Remuneration Committee has constituted with the following persons as per section 178 of the Companies Act, 2013 and Regulation 19 of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.

Name of the Person

Status in Committee

Position in Company

01

Mr. Rohit Dobariya

Chairman

Independent Director

02

Mr. Nirala Joshi

Member

Independent Director

03

Mrs. Illaben Paghdar

Member

Non-Executive Director

C. STAKE HOLDER RELATION COMMITTEE

Constitution Date: 14th March 2018.

The Stake Holder Relation Committee has constituted with the following persons as per section 178 of the Companies Act, 2013 and Regulation 20 of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.

Name of the Person

Status in Committee

Position in Company

01

Mr. Vipul Patel

Chairman

Independent Director

02

Mr. Harikrushna Chauhan

Member

Whole-Time Director

03

Mr. Amit Gadhiya

Member

Whole-Time Director

RISK MANAGEMENT COMMITEE

Constitution Date: 17th January 2018.

The Risk Management Committee has constituted with the following persons as per Regulation 21 of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.

Name of the Person

Status in Committee

Position in Company

01

Mr. Ashok Bhalala

Chairman

Managing Director

02

Mr. Harikrushna Chauhan

Member

Whole Time Director

03

Mr. Amit Gadhiya

Member

Whole Time Director

IPO COMMITTEE

Constitution Date: 14th March 2018.

The Board has constituted and appoints a committee of the Board of Directors as IPO Committee (Initial Public Offering Committee) consisting with the following Persons:

Sr. No

Name of the Person

Status in Committee

Position in Company

01

Mr. Ashok Bhalala

Chairman

Managing Director

02

Mr. Harikrushna Chauhan

Member

Whole Time Director

03

Mr. Amit Gadhiya

Member

Whole Time Director

PERFORMANCE EVALUATION

> The board of directors has carried out an evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations.

> The performance of the Board was evaluated by the Board, after seeking inputs from all the Directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

> The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

> The separate Meeting of Independent Director was not held During the Year as this clause is not applicable to during current financial Year (2017-18).

> The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1 )(b) of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

MEETING OF THE MEMBERS

The Members of the Company met 5 times during the year on 30.09.2017, 04.12.2017, 26.12.2017, 15.01.2018 AND 28.02.2018 in respect of which proper Notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company.

MEETING OF THE BOARD OF DIRECTORS

The board of Directors of the Company met16 times during the year as under;

10.04.2017

10.05.2017

06.07.2017

25.08.2017

19.09.2017

06.11.2017

26.11.2017

02.12.2017

08.12.2017

09.01.2018

17.01.2018

05.02.2018

23.02.2018

08.03.2018

14.03.2018

20.03.2018

And the gap between any two meetings was within the period prescribed by the companies Act 2013 and the SEBI Listing Regulation. The details of which are under as

Sr. No.

Name of The Directors

Category

Meetings Held During The Tenure of The Directors

Meetings Attended

Attendance At Last AGM Held On 30.09.2017

No. of Committee/ Membership Which He Is A Member and Chairperson

1

Ashok S. Bhalala

Chairman.Managing Director & Promoter

16

16

YES

Chairman in 2 Committee

2

Amit V. Gadhiya

Promoter & Whole-Time Director

16

16

YES

Member in 4 Committee

3

Harikrushna S. Chauhan

Promoter & Whole-Time Director

16

16

YES

Member in 4 Committee

4

llaben D. Paghdar

Non-Executive Director

16

16

YES

Member in 2 Committee

5

Rajdeep M. Patel

Director

8

8

YES

NONE

6

Rekhaben H. Chauhan

Director

8

8

YES

NONE

7

Pareshbhai S. Bhalala

Director

8

8

YES

NONE

8

Pravinbhai S. Bhalala

Director

8

8

YES

NONE

9

Manojbhai L. Baldha

Director

8

8

YES

NONE

MEETING OF THE COMMITTEE

After constitution of the all the Committee (i.e. 14th March, 2018) all the Committee meet in once during the Financial year ended on 31st March, 2018

SR.

NO.

NAME OF THE COMMITTEE

MEETING DATE

ATTENDANCE AT THE MEETING

1.

Audit Committee

30.03.2018

Attended by Chairman, & all the Members of the Committee

2

Nomination & Remuneration Committee

30.03.2018

Attended by Chairman, & all the Members of the Committee

3

Stake Holder Relation Committee

31.03.2018

Attended by Chairman, & all the Members of the Committee

4

Risk Management Committee

31.03.2018

5

IPO Committee

27.03.2018

Attended by Chairman & all the Members of the Committee

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

> in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

> 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 the financial year and the profit or loss of the Company for the period ended 31.03.2018.

> the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> the Directors had prepared the annual accounts on a going concern basis.

> the Directors in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

> 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.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of Directors.

The Policy is available on the Company's Website

Website Link: http://www.aksharspintex.in/corporate-governance.html

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 2017-18.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-1".

EXTRACT OF ANNUAL RETURN '

The Annual Return as on March 31, 2018 in the prescribed Form No. MGT-7, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is enclosed herewith as MGT-9 and forms part of Directors' Report.

Weblink: http://www.aksharspintex.in/annual-return.html

**Kindly Take the Note that the Annual Return is available on the Website after the Conclusion of the AGM.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The Company has accepted unsecured loan from the directors and their relatives, Promoters and their relatives, shareholders and others. The unsecured loan was previously accepted as a private limited company. The Company started to repay the unsecured loan after conversion its status from "Private Limited" to "Public Limited".

The Company has no subsidiary as on 31st March, 2018.

CORPORATE GOVERANCE

Details regarding Corporate Governance Report of the Company, the Equity Shares of the Company are listed on SME Platform of Bombay Stock Exchange of India Limited (BSE SME) and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not apply to the Company. Further, The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Whenever this regulation becomes applicable to the Company at a later date, it will be complied comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees during the year under review within the purview of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS 1 MADE WITH THE RELATED PARTIES

During the year your Company has entered into related party transaction with related party and same was in compliance with the applicable provisions of the Act. The said transaction was at an arm's length basis and the same has been reported in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014. which is forming part of this report.

All related party transactions are placed before the Audit Committee and Board for their approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

VIGIL MECHANIS

Pursuant to Provisions of Section 177(9) of the Companies Act,2013 read with Rule 7 of the companies (Meeting of Board and its Powers) Rules, 2014 the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the company's code etc. to the chairman of Audit Committee. The policy is available on the website of the Company: http://www.aksharspintex.in/corporate-governance.html

PREVENTION OF INSIDER TRADING

The securities and Exchange Board of India (SEBI) has Promulgated the SEBI (Prohibition and Insider Trading) Regulations, 2015 Pursuant thereto, the Company has formulated Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, research and development, technology absorption and foreign exchange development, technology absorption and foreign exchange earnings and outgo in terms of Section 134 of the Companies Act, 2013 read with the Rule 8of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2018 "Annexure-II" of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, your company had cordial and harmonious industrial relations at all the levels of organization. The company believes that the industry has the tremendous potential to impact the society, nation and the world positively. Its employees are major stakeholders and their efforts have direct stake in the business prospects of the organizations. The employees have extended a very productive cooperation in the efforts of the management to carry the company to greater heights.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure III."

COST AUDIT

Pursuant to the Rules made by the Central Government of India, the Company is Required to Maintain cost records as specified under section 148(1) of the Act in respect of its products.

During the year under Review, Company has Complied with this Provisions. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has clearly defined organization structure and lines of authority and sufficient control is exercised through quarterly and annual business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

AUDITORS

> STATUTORY AUDITORS

Pursuant to Provisions of Section 139 of the Act read with the companies (Audit and Auditors) Rules,2014 as amended from time to time H.B. KALARIA & ASSOCIATES., Chartered Accountants, (FRN: 104571W), were appointed as statutory auditors from the conclusion of the Third Annual General Meeting held on 29th September, 2016 till the Conclusion of the 7th Annual General Meeting of the company, subject to rectification of their appointment at every Annual General Meeting, if required under law. The Statutory Auditor has confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified. Accordingly, necessary resolution for ratification of appointment of auditors is included in the notice of the AGM.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report except The company has accepted Deposit from its Directors and Shareholder in contravention of section 73 of the act and rules framed there under.

Clarification:

The Company has accepted unsecured loan from the directors and their relatives, Promoters and their relatives, shareholders and others. The unsecured loan was previously accepted as a private limited company. The Company started to repay the unsecured loan after conversion its status from "Private Limited" to "Public Limited".

> SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, the Company has appointed CS Piyush Jethva, Practicing Company Secretary, Rajkot as a Secretarial Auditor of the Company in the meeting of Board of Director held on 12th June, 2018. The secretarial Audit Report is attached herewith as "Annexure IV."

Further, the Board of Directors of the Company would like to make following clarifications regarding comment made by Secretarial Auditor in his Secretarial Audit Report:

Clarification:

The secretarial Auditor observed that the Company had not Filed form CHG-1 for Creation of Charge in favour of HDFC Bank for loan against vehicle. The Board of Directors would like to clarify that the Company will do the compliance of the same in future. The Secretarial Auditor observed that the company was not having a Company Secretary and KMP as per section 203 of the Act for the period before 09th January 2018. In this Regard Board of Directors would like to clarify that the Company has already appointed the KMP and Company Secretary and complied with Section 203 of the Companies Act as on date. The Secretarial Auditor Observed that the company has accepted unsecured loan from the directors and their relatives, Promoters and their relatives, shareholders and others. Board of Directors would like to clarify that the unsecured loan was previously accepted as a private limited company. The Company started to repay the unsecured loan after conversion its status from "Private Limited" to "Public Limited". The Secretarial Auditor observed that some forms was not filed/ filed late in time with additional fees and some forms were revised during the year. The Board of Director would like to clarify there were some clerical mistakes in filled form, so for better compliance company has filed revised form during the year. Non filing or Filing the form with additional fess is only procedural mistakes.

> INTERNAL AUDITORS

In terms of section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has appointed Mr. Ankit Makwana as an Internal Auditor of the Company in the Meeting of Board of Directors held on 12th June, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concerns status of the Company's Operations.

RISK MANAGMENT

Generally we believe that High Risk gives high Return but it fails without appropriate Risk Management. An appropriate Risk Managing Policy minimizes the risk and maximizes the return.

Therefore, The Company has established a well-Defined risk Management Policy as well as Company has Constituted Risk Management Committee who Identify the Risk of Internal Factors as well as Outside Risk Factor, Analysis of the Risk, Monitoring the Risk, Review the Risk Factor and established a Risk Mitigation Process. The Risk Management Policy is available on the website of the Company http://www.aksharspint.ex. in/corporate-governance.htmI

CORPORATE SOCIAL RESPONSIBILITY

Section 135 (1) of the Companies Act, 2013 and framed Rules there under provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed there under for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CORPORATE SOCIAL RESPONSIBILITY report is not required to be annexed.

DEMATERIALIZATION OF SHARES

During the year under review, the company has entered into Tripartite Agreement with both the Depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat Facility to its Shareholders. For the purpose the Company has appointed M/s. Bigshare Services Pvt. Ltd. as a Registrar and Transfer Agent.

TRADE MARK

To Protect the Brand Value of the Company's Goods and Services during the year under review The Company has made Trademark Application under the class of 23(Cotton Yarn) as per The Trade Marks Act, 199. (Application Number: 3771191). The Trade Mark application has been published by the Department in Trade Mark Journal No 1844 as on 9.04.2018. Further, Trade Mark Application has been accepted by the Department under the Provision of Section 20(1) of the Trade Marks Act, 1999.

TRADE MARK: ASL LOGO WITH AKSHAR SPINTEX LIMITED.

AKSHAR SPINTEX LIMITED

GENERAL DISCLOSURE RELATED TO SHARE CAPITAL

> BUY BACK OF SHARES

The Company has not bought back any of its securities during the year under review.

> BONUS SHARES

No Bonus shares were issued during the Year.

> SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under Review.

> EMPLOYEE STOCK OPTION SCHEME

The company has not provided any stock options scheme to the employees.

POLICIES OF THE COMPANY

The Board of Directors of the Company has framed and approved various policies as required under the companies Act 2013 read with rules there under and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015. The policies and code of conduct review from time to time by Board of Directors as and when required. The Policies are as under:

SR. No.

Particulars

Link of All The Policy

1

BOARD DIVERSITY POLICY

2.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

3.

CODE OF CONDUCT FOR SENIOR MANAGEMENT

4.

NOMINATION & REMUNERATION POLICY

WEB LINK OF THE POLICY

5.

DIVIDEND DISTRIBUTION POLICY

6.

MATERIALITY EVENT

7

RELAED PARTY POLICY

8.

WHISTEL BLOWER POLICY

www.aksharspintex.in/corporate-goverance.html

9

TERMS OF APPOINTMENT OF DIRECTORS

10

WEB ARCHIVAL POLICY

11

FAMALISATION POLICY

12

INSIDER TRADING POLICY

13

PRESERVATION DOCUMENT POLICY

14

RISK MANAGEMENT POLICY

15

CSR POLICY

APPRECIATION

Your Directors wishes to place on records their appreciations for the contribution made by all the employees at all levels for their hard work, cooperation, dedicating services enabling company to achieve a satisfactory performance during the year,

Your Directors also take this opportunity to place on records the valuable co-operation and continued support extended by the Company's Bankers, and other business associates.

For and on Behalf of Board of Directors

AKSHAR SPINTEX LIMITED.

ASHOK SHUKANBHAI

HARIKRUSHNA

Date: 28/08/2018

BHALALA

SHAMJIBHAI CHAUHAN

Place: Haripar (Jamnagar)

Managing Director Din : 02003197

Whole Time Director Din :07710106

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

Sr. No.

Particulars

Information

A

Name(s) of the related party and nature of relationship

NOT APPLICABLE

B

Nature of contracts/arrangements/transactions

NOT APPLICABLE

C

Duration of the contracts / arrangements/transactions

NOT APPLICABLE

D

Salient terms of the contracts or arrangements or transactions including the value, if any

NOT APPLICABLE

E

Justification for entering into such contracts or arrangements or transactions

NOT APPLICABLE

F

Date(s) of approval by the Board

NOT APPLICABLE

G

Amount paid as advances, if any:

NOT APPLICABLE

H

Date on which the special resolution was passed in general meeting as required under first proviso to section 188

NOT APPLICABLE

2. Details of material contracts or arrangement or transactions at arm's length basis

1. Transaction of Salary paid to the Relative of Director cum member

Name of Related Party

Nature of Relationship

Duration of Contract

Nature of Transaction

Approval by Board

Pareshbhai Jethva

Relative of Director

Continues Contracts

Salary

10.04.2017

Sarojben Bhalala

Relative of Director

Continues Contracts

Salary

10.04.2017

Shukanbhai Bhalala

Relative of Director

Continues Contracts

Salary

10.04.2017

Abhishek Tala

Relative of Director

Continues Contracts

Salary

10.04.2017

Chetnaben Bhalala

Relative of Director

Continues Contracts

Salary

10.04.2017

Jalpaben Bhalala

Relative of Director

Continues Contracts

Salary

10.04.2017

Poojaben Gadhiya

Relative of Director

Continues Contracts

Salary

10.04.2017

Pareshbhai Bhalala

Relative of Director

Continues Contracts

Salary

10.04.2017

Pravinaben Gohil

Relative of Director

Continues Contracts

Salary

10.04.2017

Rekhaben Chauhan

Relative of Director

Continues Contracts

Salary

10.04.2017

Gordhanbhai Gadhiya

Relative of Director

Continues Contracts

Salary

10.04.2017

2. Transaction of Rent Paid to Promoter and Shareholder

Name of Related Party

Nature of Relationship

Duration of Contract

Nature of Transaction

Amount

Approval by Board

Rekhaben Chauhan and Sonalben Sorathiya (Joint Holder of the Property)

Promoter-Rekhaben Chauhan Sonalben Sorathiya-Shareholder

Continues Contracts

Renting of Premises

3,60,000 (1,80,000 each)

08.12.2017

For and on Behalf of Board of Directors

AKSHAR SPINTEX LIMITED.

ASHOK SHUKANBHAI

HARIKRUSHNA

Date: 28/08/2018

BHALALA

SHAMJIBHAI CHAUHAN

Place: Haripar (Jamnagar)

Managing Director

Whole Time Director

Din : 02003197

Din :07710106

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

SR. NO.

PARTICULARS

INFORMATION

I

Corporate Identification Number

L17291GJ2013PLC075677

II

Registration Date

19.06.2013

III

Name of the Company

AKSHAR SPINTEX LIMITED

IV

Category / Sub-Category of the Company

Company Limited by Shares Indian Non-Government Company

V

Address of the Registered office and contact details

REVENUE SURVEY NO. 102/2 PAIKI, PLOT NO. - 2 VILLAGE: HARIPAR, RANUJA ROAD. TAL: KALAVAD . JAMNAGAR -361013, GUJARAT.INDIA

Phone: 91 7574887001, E-mail: aksharspintex@gmail.com Web: www.aksharspintex.in

VI

Whether listed company

YES (BSE SME as on llth May,2018)

VII

Name, Address and Contact details of Registrar and Transfer Agent, if any

BIGSHARE SERVICES PRIVATE LIMITED

A/802,Samudra Complex, Near Klassic Gold Hotel, Girish Cold Drink, off.C.G. Road, Ahmedabad-380009, Gujarat. India

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

Sr.

No.

Name and Description of main products /services

NIC / HSN Code of the Product/service

% to total turnover of the Company

1

Spinning of Cotton Yarn

1311

100%

I. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Name and Address of the

% of

Sr.No.

Company

CIN/GLN

Holding/

the

Applicable

Company

Subsidairy/

Shares

Section.

Associates

Held

1

N.A.

N.A.

N.A.

N.A.

N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Share -Holders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change During the Year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

g) Individual/HUF

NIL

24000000

24000000

100.00%

24000000

NIL

24000000

100.00%

NIL

h) Central Govt.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

i) State Govt(s)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

j) Bodies Corp.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

k) Banks / F.I.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

1) Any Other

NIL

NIL NIL NIL

NIL

NIL

NIL

NIL

NIL

Sub-total (A) (1):-

24000000

24000000

100.00%

24000000

0

24000000

100.00%

NIL

(2) Foreign

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

a) NRIs -Individuals

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

b) Other-Individuals

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

c) Bodies Corp.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

d) Banks / F.I.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

e) Any Other

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Sub-total(A) (2):-

0

0

0.00%

0

0

0

0.00%

NIL

Total shareholding of Promoter (A) = (A)(1) (A)(2)

0

24000000

24000000

100%

24000000

0

24000000

100%

NIL

B. Public Shareholding

1 Institutions

a) Mutual Funds

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

b) Banks / F.I.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

c) Central Govt.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

d) State Govt. (s)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

e) Venture Capital Funds

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

f) Insurance Companies

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

g)F.I.I.s

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

h) Foreign Venture

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Capital Funds

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

i) Others (specify)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Sub-total (B)(l):-

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

2. Non- Institutions

a) Bodies Corp.

i) Indian

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

ii) Overseas

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

b)Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify)

NIL

24000000

24000000

100%

24000000

NIL

24000000

100%

NIL

Sub-total (B)(2):-

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Total Public Shareholding (B)=(B)(1) (B)(2)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A B C)

NIL

24000000

24000000

100%

24000000

0

24000000

100%

NIL

i) Shareholding of Promoters

Sr. No.

Name of Share holder

Shareholding at the beginning of the year

Share holding at the end of the year

% Change in shareholding during the year

No. Of Shares

% of total Shares of the company

%of Shares Pledged/ Encumberred to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged/ Encumberred to total shares

1

Amit Vallabhbhai Gadhiya

1820100

7.58%

NIL

1820100

7.58%

NIL

N.A.

2

Ashokbhai Shukanbhai Bhalala

1680000

7.00%

NIL

1680000

7.00%

NIL

N.A.

3

Harikrishna Shamjibhai Chauhan

600000

2.50%

NIL

600000

2.50%

NIL

N.A.

4

Illaben Dineshbhai Pagadhar

1602000

6.68%

NIL

1602000

6.68%

NIL

N.A.

5

Rekhaben Harikrushnabhai Chauhan

2400000

10.00%

NIL

2400000

10.00%

NIL

N.A.

6

Charmi Nayanbhai Gadhiya

525000

2.19%

NIL

525000

2.19%

NIL

N.A.

7

Nayanbhai Vallabhbhai Gadhiya

1369900

5.71%

NIL

1369900

5.71%

NIL

N.A.

8

Pooja Amit Gadhiya

535000

2.23%

NIL

535000

2.23%

NIL

N.A.

9

Pareshbhai Shukanbhai Bhalala

1590000

6.63%

NIL

1590000

6.63%

NIL

N.A.

10

Pravinbhai Sukanbhai Bhalala

1630000

6.79%

NIL

1630000

6.79%

NIL

N.A.

11

Nipaben Vikasbhai Sorathia

2705273

11.27%

NIL

2705273

11.27%

NIL

N.A.

12

Sonal Prakashkumar Sorathia

2412727

10.05%

NIL

2412727

10.05%

NIL

N.A.

13

Narmadaben S Chauhan

400000

1.67%

NIL

400000

1.67%

NIL

N.A.

14

Harikrishna Shamjibhai Chauhan-HUF

600000

2.50%

NIL

600000

2.50%

NIL

N.A.

15

Manubhai Jivrajbhai Gajera

480000

2.00%

NIL

480000

2.00%

NIL

N.A.

16

Ashokbhai Bhalala HUF

200000

0.83%

NIL

200000

0.83%

NIL

N.A.

17

Chetana Ashokbhai Bhalala

270000

1.13%

NIL

270000

1.13%

NIL

N.A.

18

Parshbhai Sukanbhai Bhalala

230000

0.96%

NIL

230000

0.96%

NIL

N.A.

19

Jalpaben Pareshbhai Bhalala

330000

1.38%

NIL

330000

1.38%

NIL

N.A.

20

Sukanbhai Bhalala-HUF

270000

1.13%

NIL

270000

1.13%

NIL

N.A.

21

Pravinbhai Sukanbhai Bhalala-HUF

230000

0.96%

NIL

230000

0.96%

NIL

N.A.

22

Sarojben Pravinbhai Bhalala

290000

1.21%

NIL

290000

1.21%

NIL

N.A.

23

Kantaben Vallabhbhai Gadhiya

550000

2.29%

NIL

550000

2.29%

NIL

N.A.

24

Pareshbhai Babulal Jethva

400000

1.67%

NIL

400000

1.67%

NIL

N.A.

25

Pravinaben Girdharbhai Gohil

400000

1.67%

NIL

400000

1.67%

NIL

N.A.

26

Prakashkumar Ramjibhai Sorathia

480000

2.00%

NIL

480000

2.00%

NIL

N.A.

Total

24000000

100%

0

24000000

100%

0

0.0%

ii) Change in Promoters' Shareholding (please specify, if there is no change):

Sr. No.

Particulars

Shareholding at the beginning of the year / At the End of the Year

Cumulative Shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares

% of total shares of the company

(1)

At the beginning of the year

6500100

27%

6500100

27%

(2)

Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment /transfer /bonus /sweat equity etc.)

(3)

At the End of the year

6500100

27%

6500100

27%

There is no change in the share holding of promoters during the year

ii) Change in Promoters' Shareholding (please specify, if there is no change):

Sr. No

For Each of 10 shareholders

Shareholding at the beginning of the year

Change in the Shareholding

Cumulative shareholding during the year

Shareholding at the end of the Year

No. of Shares

% of total shares of the company

Date And Reason

Increase/ Decrease in No. of shares

No. of Shares

% of total shares of the company.

No. of Shares

% of total shares of the company

1

Nipaben Vikasbhai Sorathia

2705273

11.27%

NO CHANGE

2705273

11.27%

2705273

11.27%

2

Sonal Prakashkumar Sorathia

2412727

10.05%

NO CHANGE

2412727

10.05%

2412727

10.05%

3

Pravinbhai Sukanbhai Bhalala

1630000

6.79%

NO CHANGE

1630000

6.79%

1630000

6.79%

4

Pareshbhai Shukanbhai Bhalala

1590000

6.63%

NO CHANGE

1590000

6.63%

1590000

6.63%

5

Nayan Vallabbhai Gadhiya

1369900

5.71%

NO CHANGE

1369900

5.71%

1369900

5.71%

6

Kantaben Vallabhbhai Gadhiya

550000

2.29%

NO CHANGE

550000

2.29%

550000

2.29%

7

Harikrishna Shamjibhaii-HUF

600000

2.50%

NO CHANGE

600000

2.50%

600000

2.50%

8

Charmi Nayanbhai Gadhiya

525000

2.19%

NO CHANGE

525000

2.19%

525000

2.19%

9

Prakashkumar Ramjibhai Sorathia

480000

2.00%

NO CHANGE

480000

2.00%

480000

2.00%

10

Manubhai Jivrajbhai Gajera

480000

2.00%

NO CHANGE

480000

2.00%

480000

2.00%

iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

For Each of the Directors and KMP

Shareholding at the beginning of the year

Change in the Shareholding

Cumulative shareholding during the year

Shareholding at the end of the Year

No. of Shares

% of total shares of the company

Date And Reason

Increase/ Decrease in No. of shares

No. of Shares

% of total shares of the company.

No. of Shares

% of total shares of the company

1

Ashokbhai S Bhalala

1680000

7.00%

NO CHANGE

NO

CHANGE

1680000

7.00%

2

Amit Vallabbhai Gadhiya

1820100

7.58%

NO CHANGE

NO

CHANGE

1820100

7.58%

3

Harikrishna Shamjibhai Chauhan

600000

2.50%

NO CHANGE

NO

CHANGE

600000

2.50%

4

Ilaben Dineshbhai Paghdar

1602000

6.68%

NO CHANGE

NO

CHANGE

1602000

6.68%

5

Pratik Rameshbhai Raiyani

NIL

NIL

NA

NA

NIL

NIL

6

Ankita Kiritbhai Popat

NIL

NIL

NIL

NIL

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

360936823

59848951

NIL

420785774

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii)

360936823

59848951

NIL

420785774

Change in the Indebtedness during the financial year

Addition

0

NIL

Reduction

-40533106

-15580228

-56113334

NIL

Net Change

-40533106

-15580228

NIL

-56113334

Indebtedness at the end of the financial year

i) Principal Amount

320403717

44268723

NIL

364672440

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii)

320403717

44268723

NIL

364672440

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors Manager and/or Directors:

Sr. No.

Particulars of Remuneration

Name of MD / WTD / Manager / Director

Ashokbhai Bhalala

Amit Gadhiya

Harikrishna Chauhan

niaben Pagdhar

Rekhaben Chauhan

Pareshbhai Bhalala

Pravmbhai Bhalala

Manojbhai Bhaldha

Rajdeepbhai Tala

Total Amount

Managing Director

Whole-Time Director

Whole-Time Director

Nonexecutive Director

Director

Director

Director

Director

Director

up to 02.12.2017

up to 02.12.2017

up to 02.12.2017

up to 02.12.2017

up to 02.12.2017

1

Gross Salary

(a) Salary as per Provisions contained in section 17(1) of the Income-Tax Act, 1961.

1285000

997500

1375000

650000

885000

675000

675000

750000

622500

7915000

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

(c) Profits in lieu of salary u/s 17(3) of the Income-tax Act, 1961

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

NIL

ML

NIL

NIL

NIL

NIL

NIL

4

Commission - As % of Profit - Others, Specify.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

5

Others, please specify

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Total of A

1285000

997500

1375000

650000

885000

675000

675000

750000

622500

7915000

Ceiling as per the Act

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

B. Remuneration to other directors:

Sr. No.

Particulars of Remuneration

Name of Directors

Total Amount

NIRALA INDUBHAI JOSHI w.e.f.17.01.2018

VIPUL VALLABHBHAI PATEL W.e.f.08.03.2018

ROHIT BHANJIBHAI DOBARIYA W.e.f.14.03.2018

1

Independent Directors

NIL

NIL

NIL

NIL

(a) Fee for attending board / committee meetings

NIL

NIL

NIL

NIL

(b) Commission

(c) Others, please specify

Total (1)

2

Other Directors

(a) Fee for attending Board /committee meetings

NIL

NIL

NIL

NIL

(b) Commission

NIL

NIL

NIL

NIL

(c) Others, please specify.

NIL

NIL

NIL

NIL

Total of B. = (l) (2)

NIL

NIL

NIL

NIL

Total Managerial Remuneration

NIL

NIL

NIL

NIL

Overall Cieling as per the Act.

N.A.

N.A.

N.A.

N.A.

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD:

Sr.

No.

Particulars of Remuneration

Key Managerial Personnel

Total Amount

CEO

Company Secretary

CFO

Ankita Popat

Pratik Raiyani

1

Gross salary

N.A.

N.A.

N.A.

NIL

(a) Salary as per Provisions contained in section 17(1) of the Income-Tax Act, 1961.

NIL

68000

308000

376000

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

NIL

NIL

NIL

NIL

(c) Profits in lieu of salary u/s 17(3) of the Income-tax Act,1961

NIL

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

NIL

4

Commission - As % of Profit - Others, Specify.

NIL

NIL

NIL

NIL

5

Others, please specify

N.A.

N.A.

N.A.

N.A.

Total of C.

NIL

68000

308000

376000

VII. Penalties / Punishment / Compounding of offences:

Type

Section of the Companies Act

Brief Description

Authority RD/NCLT/ COURT

Appeal made, if any (give Details)

A. COMPANY

Penalty

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

B. DIRECTORS

Penalty

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

For and on Behalf of the Board

AKSHAR SPINTEX LIMITED.

Date: 28/08/2018

Place: Haripar (Jamnagar)

ASHOK SHUKANBHAI BHALALA

HARIKRUSHNA SHAMJIBHAI CHAUHAN

Managing Director Din : 02003197

Whole Time Director Din : 07710106

ANNEXURE-I

Statement of Disclosures under section 197 of the companies Act, 2013, and rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

I) The Ratio of the Remuneration of each Director to the Median employee's remuneration for the financial year and such other Details as prescribed is as given below:

NAME OF DIRECTORS

DESIGNATION

RATIO

Ashokbhai S. Bhalala

Managing Director

3.98:1

Amit V. Gadhiya

Whole-Time Director

3.09:1

Harikrishna S. Chauhan

Whole-Time Director

4.26:1

Illaben D. Pagdhar

Non-Executive Director

2.01:1

Pravinbhai Bhalala

Director

2.09:1

Rajdeepbhai Tala

Director

1.93:1

Manojbhai Baldha

Director

2.32:1

Rekhaben Chauhan

Director

2.74:1

Pareshbhai Bhalala

Director

2.09:1

Ankita Popat

Company Secretary

0.21:1

Pratik Raiyani

Chief Financial officer

0.95:1

Calculation of Median employee was based on actual salary paid to all employees. The Employees who left company in between financial year and the employees joined company in between financial year is actually considered.

Ratio of Ms. Ankita Popat-Company Secretary (Who is appointed in month of January, 2018) is taken on base of actually payment to her

Ratio of Mr. Pratik Raiyani - Chief Financial officer (Who is appointed in month of January, 2018) is taken on base of actually payment to him.

Ratio of Mr. Pravinbhai Bhalala, Mr. Rajdeepbhai Tala, Mr. Manojbhai Baldha, Mr. Pareshbhai Bhalala and Mrs. Rekhaben Chauhan (all the Directors was Resigned as on 02nd December, 2018) Ration was taken till 02nd December, 2018 on the basis of actually payment to them.

The Independent Directors of the Company are entitled to sitting fees and commission as per the statutory provisions however no sitting fees is paid to them for the financial year 2017-18

II) The Percentage increase in remuneration of each Director, Chief Financial officer, Chief Executive officer, Company Secretary or Manager, if any, in the financial year:

NAME OF DIRECTORS

DESIGNATION

% INCREASE/ DECREASE

Ashok Bhalala

Managing Director

5.35 Times

Amit Gadhiya

Whole-Time Director

4.15 Times

Harikrushna Chauhan

Whole-Time Director

NIL

Illaben Pagdhar

Non-Executive Director

4.31 Times

Pravin Bhalala

Director

4.50 Times

Rajdeep Tala

Director

2.59 Times

Manoj Baldha

Director

5. Times

Rekhaben Chauhna

Director

3.68Times

Paresh Bhalala

Director

4. 50 Times

Ankita Popat

Company Secretary

NIL

Pratik Raiyani

Chief Financial officer

NIL

III) The Percentage increase/ decrease in the Median Remuneration of the employees of the Company during the financial year: 160.57%

IV) The Number of Permanent employees on the rolls of the Company: 49

V) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; 110.44%

VI) Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and employees is as per the Remuneration Policy of the Company.

For and on Behalf of Board of Directors

AKSHAR SPINTEX LIMITED.

ASHOK SHUKANBHAI

HARIKRUSHNA

Date: 28/08/2018

BHALALA

SHAMJIBHAI CHAUHAN

Place: Haripar (Jamnagar)

Managing Director

Whole Time Director

Din : 02003197

Din :07710106

ANNEXURE-II

Conservation of energy, research and development, technology, absorption, foreign exchange earnings and outgo

A. Conservation of Energy:

I. The steps taken or impact on conservation of energy; No Specific steps has been taken by company for conservation of Energy

II. The steps taken by the company for utilizing alternate sources of energy: - Energy conservation is an ongoing process and new areas are continuously identified and suitable investments are made, wherever necessary.

III. The capital investment on energy conservation equipment: -The Company has not made any capital investment on energy conservation equipment.

B) Technology Absorption:

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Company has not imported any technologies during the year.

C) Foreign Exchange earnings and Outgo:

There was no Foreign Exchange earnings and Outgo for the Current Year as well as for the Previous Year.

For and on Behalf of Board of Directors

AKSHAR SPINTEX LIMITED.

ASHOK SHUKANBHAI

HARIKRUSHNA

Date: 28/08/2018

BHALALA

SHAMJIBHAI CHAUHAN

Place: Haripar (Jamnagar)

Managing Director

Whole Time Director

Din : 02003197

Din :07710106

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