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Company Information

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AHIMSA INDUSTRIES LTD.

25 April 2025 | 03:31

Industry >> Petrochem - Polymers

Select Another Company

ISIN No INE136T01014 BSE Code / NSE Code / Book Value (Rs.) 23.33 Face Value 10.00
Bookclosure 52Week High 75 EPS 0.00 P/E 0.00
Market Cap. 12.10 Cr. 52Week Low 15 P/BV / Div Yield (%) 0.95 / 0.00 Market Lot 3,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in presenting their Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS

[Rs. in '000]

Particulars

2023-24

2022-23

Total Revenue

148072

203032

Total Expenditure

157464

208320

Exceptional Items

(219)

6253

Profit /(Loss) Before Tax

(9611)

966

Less: Current Tax
Deferred Tax

342

(13)

Profit /(Loss) after Taxation

(9269)

952

Earnings per Equity Share

(1.69)

0.17

2. THE STATE OF THE COMPANY'S AFFAIRS:

The total income during the year has Rs. 14,80,71,750/- and Total expenditure of the
Company is Rs. 15,74,63,599/- The Loss before provision of Tax is Rs. 96,10,506/- The
Company Current Income Tax during the year is Nil. Deferred tax for the year under review
is Rs. 3,41,699/. The net loss of the Company is Rs. 92,68,807/- for the year under review.
Your directors will assure to put their efforts for growth of the company.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no Material changes in nature of business during the year.

4. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your Directors have decided not to
recommend any dividend for the period under review

5. TRANSFER TO RESERVES

During the current financial year our Company incurred a loss of Rs. 9268807/- and same
amount transfer to reserve this year.

6. SHARE CAPITAL

A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year
under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

No Bonus Shares were issued during the year review.

D) EMPLOYEE STOCK OPTION

During the year there is no employee stock option scheme approved.

7. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

There is no subsidiary /joint venture or Associate Companies within the meaning of Section
2(6) of the Companies Act, 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report as required under regulation 34 and
Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015
forms and integral part of this report and provides overview of the business and operations
of the Company as per
"Annexure A"

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the period under review, no significant and material order passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your
Company as recommended by the Nomination and Remuneration Committee. The salient
aspects covered in the Nomination and Remuneration Policy covering 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 the Company www.ahimsaind.com
Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person 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 experience possessed 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 has attained the age of seventy years. Provided that the term of the
person holding this position may be extended beyond the age of seventy years with the

approval of shareholders by passing a special resolution based on the explanatory
statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or Whole¬
Time Director for a term not exceeding five years at a time. No re-appointment shall be
made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the
Board of the Company and will be eligible for re-appointment on passing of a Special
Resolution by the Company and disclosure of such appointment in the Board's report. No
Independent Director shall hold office for more than two consecutive terms of up to
maximum of 5 years each, but such Independent Director shall be eligible for appointment
after expiry of three years of ceasing to become an Independent Director. Provided that
an Independent Director shall not, during the said period of three years, be appointed in
or be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable
Act, rules and regulations there under, the Committee may recommend, to the Board with
reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel
subject to the provisions and compliance of the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and
Senior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT
PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial
Personnel and Senior Management Personnel: The Remuneration/ Compensation/
Commission etc. to be paid to Director/Managing Director etc. shall be governed as per
provisions of the Companies Act, 2013 and rules made there under or any other enactment
for the time being in force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive
Independent Director may receive remuneration/ compensation/commission as per the
provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits
as provided under the Companies Act, 2013 and rules made there under or any other
enactment for the time being in force and as may be decided by the Board in consultation
with Non-Executive/ Independent Director. Provided that Non-Executive Independent
Directors are not eligible for any Stock Option.

(vii) REVIEW AND AMENDMENT:

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 as and when required and also by the
Compliance Officer where there is any statutory changes necessitating the change in the
policy.

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process.
We believe that a truly diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender which will help us retain our competitive advantage. The
Board has adopted the Board diversity policy which sets out the approach to diversity of
the Board of Directors.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Change in office of Directors and Key Managerial Personnel of the Company during the
year

The members of the Company in their 28th Annual General Meeting held on 15th
September, 2023, re-appointed Mrs. Sneha Ashutosh Gandhi (DIN: 00654675) Whole Time
Director who retired by rotation and also re-appointed.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of your Company, Mr. Ashutosh Gandhi (DIN: 00654563) Managing Director of
the Company is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the
ensuing Annual General Meeting. The brief resume of Mr. Ashutosh Gandhi (DIN:
00654563) Managing Director and other related information has been detailed in the
Annual Report.

During the period under review; Ms. Purvi Jatin Intwala, Additional Non-Executive Director
has been appointed w.e.f. 18th May, 2023 and her appointment has been regularized at
28th Annual General Meeting held on 15th September, 2023 as Non-Executive director of
the company.

Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of the Company
resigned from the post of directorship w.e.f. from 23rd January, 2024

14. ANNUAL EVALUATION OF BOARD'S AND COMMITTEE PERFORMANCE:

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 to evaluate 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, Individual Executive and Non-Executive Director and Board as
whole and that of its committees. The performance evaluation of the Chairman, the Non¬
Independent Directors and the Board as a whole was carried out by the Independent
Directors in a separate meeting. The exercise of performance evaluation was carried out

through a structured evaluation process covering various 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 the terms of reference of the committee.

The performance of Nomination and Remuneration committee reviewed by board of
directors and which is much satisfactory.

Then the committee reviewed the Board and other committee. The evaluation of the
Nomination and Remuneration Committee 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 terms of reference.

4) Ensuring the integrity of the Company's accounting and financial reporting systems,
independent audit, internal audit 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.

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section
149(7) of the Companies Act, 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 Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. CODE OF CONDUCT:

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 and procedures to be followed and
disclosures to be made while dealing with shares of the Company as well as consequences
of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive
information and code of conduct to 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 declaration to this effect, signed by the Chairman & Managing Director
of the Company forms part of this Report. The Board has also adopted separate code of
conduct with respect to duties of Independent Directors as per the provisions of the
Companies Act, 2013.

17. COMMITTEES OF THE BOARD:

As on 31st March, 2024, the Board of Directors has following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder's Relationship Committee

AUDIT 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. The composition 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

Mr. Deep K. Trivedi*

Member

Non-Executive Director

During the year under review, Audit Committee re-constituted on 16th February, 2024. Mr.
Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of the Company
resigned from the post of directorship w.e.f. from 23rd January, 2024 and ceased to be
member of Audit Committee. Therefore, board has decided to appoint Ms. Purvi Jatin
Intwala, Non-Executive Director as member of Audit committee and re-constitutes the
structure of Audit Committee.

Re-constitution of Audit Committee

Name of the Director

Status

Nature of Directorship

Mr. Ashish Navnitlal Shah

Chairman

Independent Non-Executive Director

Mr. Bhadresh A. Trivedi

Member

Independent Non-Executive Director

Mrs. Purvi Jatin Intwala

Member

Non-Executive Director

TERMS OF REFERENCE:

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 that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required, the
replacement or removal of the statutory 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 Report in 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 board for 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 offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the
Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors,
adequacy of internal control 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 of internal 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 suspected fraud 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 as post-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. 1

• To overview the Vigil Mechanism of the Company and took appropriate actions in the
case of repeated frivolous complaints against any Director or Employee

MEETINGS HELD AND ATTENDANCE

During the Financial year 2023-24 Six (6) meetings were held on 10/04/2023, 18/05/2023,
15/07/2023, 18/08/2023, 09/11/2023 and 16/02/2024. The attendance records of the
members are as follows.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Audit Committee.

Members

Category

Meetings held during
the tenure of the
Directors

Meetings

attended

Mr. Ashish N. Shah

Independent & Non¬
Executive Director

6

4

Mr. Bhadresh A. Trivedi

Independent & Non¬
Executive Director

6

6

Mr. Deep K. Trivedi

Non-Executive Director

5

5

Mr. Purvi Intwala

Non-Executive Director

1

1

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line
with the provisions of Section 178 of the 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: 2

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

Mr. Deep K. Trivedi1

Member

Non-Executive Director

Director of the Company resigned from the post of directorship w.e.f. from 23rd January,
2024 and ceased to be member of N & R Committee. Therefore, Board has decided to
appoint Ms. Purvi Jatin Intwala, Non-Executive Director as member of Nomination &
Remuneration committee and re-constitutes the structure of Nomination & Remuneration
Committee.

Re-constitution of Nomination & Remuneration Committee

Name of the Director

Status

Nature of Directorship

Mr. Ashish Navnitlal Shah

Chairman

Independent Non-Executive Director

Mr. Bhadresh A. Trivedi

Member

Independent Non-Executive Director

Mrs. Purvi Jatin Intwala

Member

Non-Executive Director

TERMS OF REFERENCE:

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 performances
linked 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 behalf of the shareholders with agreed terms of reference, the Company's
policy on specific remuneration packages for Company's Managing/Joint Managing/Whole
time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual or
other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The members of Nomination and Remuneration Committee met Four (4) times during the
year on 10/04/2023, 18/05/2023, 18/08/2023 and 16/02/2024 as per provisions of Section
178 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Nomination and Remuneration
Committee.

Members

Category

Meetings held during
the tenure of the
Directors

Meetings

attended

Mr. Ashish N. Shah

Independent & Non¬
Executive Director

4

3

Mr. Bhadresh A. Trivedi

Independent & Non¬
Executive Director

4

4

Mr. Deep K. Trivedi

Non-Executive Director

3

3

Ms. Purvi Intwala

Non-Executive Director

1

1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI
(Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder
Relationship Committee is given below:

Name of Director

Status

Nature of Directorship

Mr. Bhadresh A. Trivedi

Chairman

Independent Non-Executive Director

Mr. Ashish N. Shah

Member

Independent Non- Executive Director

Mr. Deep K. Trivedi*

Member

Non-Executive Director

During the year under review, Stakeholders Relationship Committee re-constituted on 16th
February, 2024. Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of
the Company resigned from the post of directorship w.e.f. from 23rd January, 2024 and
ceased to be member of S & R Committee. Then, board has decided to appoint Ms. Purvi
Jatin Intwala, Non-Executive Director as a member of Stakeholders Relationship
committee and re-constitutes the structure of Stakeholders Relationship Committee.

Re-constitution of Stakeholders Relationship Committee

Name of the Director

Status

Nature of Directorship

Mr. Bhadresh A. Trivedi

Chairman

Independent Non-Executive Director

Mr. Ashish Navnitlal Shah

Member

Independent Non-Executive Director

Mrs. Purvi Jatin Intwala

Member

Non-Executive Director

TERMS OF REFERENCE:

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 securities made 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.

MEETINGS HELD AND ATTENDANCE

The members of Stakeholder Relationship Committee met Three (3) times during the year
on 18/05/2023, 09/11/2023 and 16/02/2024 as per provisions of Section 178 of the
Companies Act, 2013 and applicable provisions.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder Relationship
Committee.

Members

Category

Meetings held
during the tenure
of the Directors

Meetings

Attended

Mr. Ashish N. Shah

Independent & Non¬
Executive Director

3

2

Mr. Bhadresh A. Trivedi

Independent & Non¬
Executive Director

3

3

Mr. Deep K. Trivedi

Non-Executive Director

2

2

Ms. Purvi Intwala

Non-Executive Director

1

1

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Six (6) times during the year on 10/04/2023,
18/05/2023, 15/07/2023, 18/08/2023, 09/11/2023 and 16/02/2024 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 for the purpose.

The intervening Gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

Name of
Directors

Category

Meetings
Held during
the tenure
of the
Directors

Meetings

Attended

Attendance
at the last
AGM held
on 15th
Sept, 2023

No. of
committee
membership in
which he/she is
a member and
Chairperson

Mr. Ashutosh D.
Gandhi

Promoter /
Managing
Director

6

6

Yes

None

Mrs. Sneha
A. Gandhi

Whole-time

Director

6

6

No

None

Mr. Ashish N.
Shah

Independent

&Non-

Executive

Director

6

4

Yes

Chairman in
Two

Committees
Member in one
Committees

Mr. Bhadresh A.
Trivedi

Independent

&Non-

Executive

Director

6

6

Yes

Chairman in one
Committees
Member in two
Committees

Mr. Deep K
Trivedi

Non-Executive

Director

5

5

Yes

Member in
Three

Committees

Ms. Purvi Jatin
Intwala

Non-Executive

Director

5

5

No

Member in
Three

Committees

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the
Companies Act, 2013 and Regulation 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 18th August, 2023.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent Directors
Meeting.

Members

Category

Meetings held during
the tenure of the
Directors

Meetings

attended

Mr. Ashish N. Shah

Independent & Non¬
Executive Director

1

1

Mr. Bhadresh A. Trivedi

Independent & Non¬
Executive Director

1

1

18. DIRECTORS RESPONSIBILITY STATEMENT:

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 on 31stMarch, 2024 and state that:
In the preparation of the annual accounts for the year ended March 31, 2024, the
Applicable accounting Standards have been followed and there are no materials
Departures from the same;

I. In the preparation of the annual accounts for the year ended March 31, 2024, the
Applicable accounting Standards have been followed and there are no materials
Departures from the same;

II. 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 the affairs of the company as at March 31, 2024
and of the profit of the company for the year ended on that date;

III. The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for

safeguarding the Assets of the company and for preventing and detecting fraud and
other irregularities;

IV. The Directors had prepared annual accounts on a 'going concern' basis.

V. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the
Annual Return for the year ending on March 31, 2024 is available on the Company's
website at
https://www.ahimsaind.com.

20. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in
excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Disclosures pertaining to remuneration and other details as required
under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as
"Annexure B''.

21. SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There was no case 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 environment for every women employee at the workplace and made the
necessary policies for safe and secure environment for women employee.

22. COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.

23. CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding compliance of
the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with stock exchanges are annexed herewith
as
"Annexure C''.

24. DISCLOSURE OF ACCOUNTING TREATMENT

These Financial statements of the Company are prepared in accordance with India
Accounting Standards ("Ind AS"), notified under section 133 of Companies Act, 2013 read
along with Companies (Indian Accounting Standards) Rules, 2015 as amended and other
relevant provisions of the Act.

25. RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Necessary internal control systems are also
put in place by the Company on various activities across the board to ensure that business
operations are directed towards attaining the stated organizational objectives with
optimum utilization of the resources.

The company has developed and implemented risk management policy. Company has an
effective risk management system to keep track of business and operational hazards. All
major functions and divisions are responsible for independently monitoring risks in their
respective areas of operations. The risk management process is overseen by the
Company's board of directors.

The Company, through its risk management process, aims to contain the risks within its
appetite. There are no risks which in the opinion of the Board threaten the existence of
the Company.

26. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE
RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in 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 which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially
significant related party transactions which 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 by the 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 pursuant to Ind AS 18.

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

The particulars of Loans, guarantees or investments made under Section 186 are furnished
hereunder:

Details of Loans:

SR

No

Date of
making
loan

Detail of
Borrower

Amount

Purpose
for which
the loan
is to be
utilized
by the
Recipient

Time

period

for

which it
is

given

Date of
Board
Resolu¬
tion

Date of
Special
Resolu¬
tion (if
required)

Rate of
Interest

Expected
rate of
return

NA

Details of Investments:

SR

No

Date of
investment

Details of
Investee

Amount

Purpose for which
the proceeds from
investment is
proposed to be
utilized by the
recipient

Date of
Board
Resolution

Date of
Special
Resolution
(if

required)

Expected
rate of
return

NA

Details of Guarantee / Security Provided:

SR

No

Date of
providing
security/
guarantee

Details of
recipient

Amount

Purpose for which
the security/
guarantee is
proposed to be
utilized by the

recipient

Date of
Board
Resolution

Date of
Special
Resolution
(if

required)

Commission

NA

27. LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from
the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules,
2014.

28. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate
Avenues to the employees to bring to the attention of the management, the concerns
about any unethical behavior, by using the mechanism provided in the Policy. In cases
related to financial irregularities, including fraud or suspected fraud, the employees may
directly approach the Chairman of the Audit Committee of the Company. We confirm that
no director or employee has been denied access to the Audit Committee during FY 2023¬
24.

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 Policy protects such employees from
unfair or prejudicial treatment by anyone in the Company. The same is available on the
Company's Web Site
https://www.ahimsaind.com.

With a view to regulate trading in securities by the Directors and Designated Employees,
the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and
Vigil Mechanism/Whistle Blower Policy. The Code also 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/.

29. STATUTORY AUDITORS:

M/s Mistry and Shah (Firm Registration No 122702W), Chartered Accountants, have been
appointed as Statutory Auditors of the Company for a period of 5 years at the 26th Annual
General Meeting was held on 24th September, 2021 to hold the office from conclusion of
that meeting until the conclusion of the 31st Annual General Meeting of the Company. As
required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of
Section 143 of Companies Act, 2013.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

The Notes to the financial statements referred in the Auditors' Report are self-explanatory.
There are no qualifications or reservations or adverse remarks or disclaimers given by
Statutory Auditors of the Company and therefore do not call for any comments under
Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in
this Annual Report.

32. SECRETARIAL AUDIT REPORT

In terms of section 204 of the Act and Rules made there under, Mr. Nitesh P. Shah,
Practicing Company Secretary, Ahmedabad have been appointed as a Secretarial Auditor
of the Company. The report of the Secretarial Auditor is enclosed as
"Annexure- D" to this
report. There are no qualifications or reservations or adverse remarks or disclaimer in the
said Secretarial Audit Report.

33. INTERNAL AUDIT & CONTROLS

During the year, the Company continued to implement her suggestions and
recommendations to improve the control environment. Their scope of work includes
review of processes for safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditor's findings are discussed with the process owners
and suitable corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its
activities. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

35. 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.

36. DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies
Act, 2013 during the period.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134 read with the Companies
(Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are
furnished hereunder in
"Annexure E."

38. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial
relations were cordial.

39. CEO & CFO CERTIFICATION:

Pursuant to Regulation 17(8) of the Listing Regulations, Mr. Ashutosh Gandhi, Managing
Director and Mr. Darshankumar Mistri, Chief Financial Officer has given CEO/CFO
Certificate as per the format specified in part B to the Schedule II of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and said certificate was placed before the meeting of Board of Directors in their
meeting held on May 18, 2024.

40. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfil
their duties as Independent Directors and statement for the same is mentioned in
Corporate Governance Report.

41. DETAILS OF APPLICATION MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016

No application has been made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

42. DETAILS OF ANY SETTLEMENT MADE WITH BANKS OR FINANCIAL INSTITUTIONS

No settlement is made with any Bank or Financial Institution during the year.

43. SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied
with applicable secretarial standards issued by the Institute of Company Secretaries of
India, during the financial year under review.

44. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable
contribution and dedication shown by the employees of the Company, RTA, Auditors and
Practicing Company Secretary which have contributed to the successful management of
the Company's affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients,
Banks, Government, Regulatory Authorities and Stock Exchange for their continued
support.

By Order of the Board of Directors
AHIMSA INDUSTRIES LIMITED

Sd-

Ashutosh Damubhai Gandhi

Place: Ahmedabad Managing Director

Date: 2nd August, 2024 DIN: 00654563

Sd/-

Sneha Ashutosh Gandhi

Place: Ahmedabad Whole time Director

Date: 2nd August, 2024 DIN: 00654675

1

To review the functioning of the Whistle Blower mechanism, in case the same is existing.

2

During the year under review, Nomination & Remuneration Committee re-constituted on
16th February, 2024. Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive