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You can view full text of the latest Director's Report for the company.

BSE: 540243ISIN: INE835U01027INDUSTRY: Textiles - Hosiery/Knitwear

BSE   ` 3.20   Open: 3.20   Today's Range 3.20
3.20
-0.16 ( -5.00 %) Prev Close: 3.36 52 Week Range 1.81
14.12
Year End :2024-03 

Your Board takes pleasure in presenting the 29th Annual Report together with the Audited Statement of Annual Accounts for the financial year ended 31st March, 2024.

FINANCIAL SUMMARY

The financial highlights for the period under review are as follows:

(Rs.in Lakh)

Particulars

31.03.2024

31.03.2023

Revenue from Operations

1205.27

588.63

Other Income

12.17

22.15

Total Income

1217.44

610.78

Less: Expenses

1180.71

659.54

Profit/loss before Tax

36.73

(48.76)

Less: Tax Expenses Current Tax

-

-

Less:-deferred tax

(0.09)

(3.34)

Profit/loss for the year

36.64

(52.09)

Earnings Per Share

Basic:

1.67

(2.37)

Diluted:

1.67

(2.37)

Financial statements have been prepared in accordance with Indian Accounting Standards (INDAS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 (Act)and other relevant provisions of the Act read with the Companies(Indian Accounting Standards)Rules as amended from time to time.

COMPANYPERFORMANCE:

The overall performance of the company for the financial year ended 31stMarch, 2024 was satisfactory. The Profit of company earned during the year was amounted to Rs. 36.64 in lakh/-. However, your Directors are confident that the company will do much better in future and trying its level best to further improve its performance.

RESERVES:

The Board of Directors of our Company has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND:

No dividend on equity shares has been recommended by the Board for the year ended 31st March, 2024 considering the future plans of the Company.

CHANGEINTHENATUREOFBUSINESS, IFANY:

During the year under review, there was no change in the nature of the business of the Company. MATERIAL CHANGES AND COMMITMENT & SIGNIFICANT MATERIAL TRANSACTION

No material changes and commitments occurred, which may affect the financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report. However during the year under review due to the financial crunch, the Company has failed to make the payment of EMI on a timely basis of its existing loans from HDFC Bank Limited, Tata Capital Financial Services Limited and Deutsche Bank. However, after the closure of financial year 2022-2023 the Company approached the banks and made settlement with the two of the banks i.e. Tata Capital Financial Services Ltd and Deutsche Bank.

SHARECAPITAL:(A) Authorised Share Capital

The Authorized Share Capital of the Company is Rs. 10, 50, 00,000/-(Rupees Ten Crore and Fifty Lakh Only) comprising, 105, 00,000 (One crore Five Lakhs) Shares of Face Value of Rs 10/- (Rupee Ten Only) each.”

During the financial year 2023-2024 the Company has increased Authorized Share Capital of from Rs.

3.50.00. 000/-(Rupees Three Crore Fifty Lakh only) divided into 35,00,000 Equity Shares of Rs. 10/-(Rupees Ten Only) each to Rs 10,50,00,000/- (Rupees Ten Crores and Fifty Lakhs Only) divided into

1.05.00. 000 (One crore Five Lakhs) Shares of Face Value of Rs 10/- (Rupee Ten Only) each, in their Board meeting held on 01.02.2024, which was subsequently approved by the members in their meeting held on 05.03.2024.

(B) Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid up equity share capital of the Company is Rs. 2,19,62,300/-(Rupees Two Crore Nineteen Lakh Sixty Two Thousand and Three Hundred)consisting of 21,96,230/- (Twenty One Lakhs Ninety Six Thousands Two Hundred Thirty) Equity Shares of Rs.10 (Rupees Ten Only) each. During the year, there has been no change in the issued, subscribed and Paid-up Share Capital of the Company.

However after the financial year 2023-2024, the Company has increased paid up Capital of the Company to Rs 8,76,00,150 In the Board meeting held on 05.04.2024 by way of issue of Preferential allotment, Conversion of Loan into Equity and issue of Share Warrants.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-2024, the following changes have taken place in Board of Director’s and Key Managerial Personnel of the Company.

(a) Board of Directors

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Sandeep Makkad (DIN: 01112423) Whole Time Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment for consideration of the members of the Company at the ensuing Annual General Meeting with effect from 23 rd September, 2024.

• Mr. Gurcharan Lal Makkad and Ms Shashi Makkad resigned from the position of Whole Time Director of the Company in the Board Meeting held on 01.02.2024.

• Ms. Meetu makkad resigned from the position of Whole Time Director of the Company in the Board Meeting held on 04.09.2023.

• Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024

• Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024

• Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

• Mr. Suraj Parkash Goel was appointed as Additional Director of the Company in their Board meeting held on 12.07.2024 to hold the office up to the ensuing Annual General Meeting. However, He is not interested to be continue further. Therefore his tenure shall expire at the conclusion of the ensuing AGM.

• Mr. Gurcharan Lal Makkad Proposed to be appointed as Whole Time Director of the Company in the Board Meeting held on 28.08.2024. The Board recommend the appointment of Mr. Gurcharan Lal Makkad as Whole Time Director in the ensuing AGM.

(b) Key Managerial Personnel (KMP):

During the period, the following changes took place in the composition of the Key Managerial Personnel;

Mrs. Prabha Gautam has been resigned from the position of Company Secretary and Compliance officer of the Company w.e.f. 30/06/2023 and Mr. Suneel Sahu has been appointed Company Secretary and Compliance officer of the Company w.e.f 21/07/2023 pursuant to Section 203 of the Companies Act, 2013 and Regulation 6 under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Sandeep Makkad who was liable to retire by rotation and being eligible has offered himself for reappointment.

Mr. Gurcharan Lal Makkad proposed to be appointed as Whole Time Director of the Company in their Board Meeting held on 28.08.2024. The Board of Directors recommends the appointment of Mr. Gurcharan Lal Makkad as Whole Time Director in the ensuing AGM.

A brief profile of the Director(s) seeking reappointment at the ensuing annual general meeting of the Company has been provided in the notice of annual general meeting.

(c) Board Evaluation:

Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

The evaluation process focused on various aspects of the board and is committees such as thesize,structure,compositionandexpertiseoftheboard,frequencyofmeetings,effectivedischarge of functions and duties by Board and Committee prescribed under the law and as per terms of reference in case of the committees, 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), working in the interests of all the stakeholders of the company and such other factors.

The performance of the board and committees was evaluated by the board after seeking inputs form all the directors.

(d) Independent Directors' Declaration:

As required under Section 149(7) of the Companies Act, 2013 read with Schedule IV of Companies Act 2013, the Company has received a confirmation/declaration from each of the Independent Directors stating that they meet the criteria of independence. The following Non-Executive Directors of the Company are independent in terms of Section149 (6) of the Companies Act, 2013 and the Listing Regulations:

1. Mr. Sunil Grover*

2. Mrs. Rishita Sethi*

3. Mrs. Sudesh Katyal*

*Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024

1. Mr. Anuj Tyagi**

2. Mr. Aditya Jain **

(1) **Mr. Aditya Jain (DIN: 07936790), appointed as Independent Director of the Company for a period of five year we.f 01st February 2024 to 31 January, 2029.

(2) ** Mr. Anuj Tyagi (DIN: 08261420) appointed as Independent Director of the Company for a period of five year we.f 01st February 2024 to 31 January, 2029.

Details of General, Board and its Committees Meetings

GENERAL MEETINGS

Annual General Meeting for the financial year 2022-2023 was held on September 30, 2023.

However during the year 1 (One) Extra-Ordinary General meeting of the Company was held on March 05, 2024.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2023-24, Ten (10) Board Meetings were convened and held as on 12.04.2023,

27.06.2023, 30/06/2023, 21/07/2023, 10/08/2023, 11/08/2023, 04.09.2023, 13.11.2023, 01/02/2024 and

14.02.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The details of attendance of Directors at the Board Meetings are given herein below:

Director

Category

No. of Meetings Attended during the financial year 2023- 2024

Mr. Sandeep Makkad (DIN:01112423)

Director

10

Mr. Gurcharan lal Makkad*

(DIN: 01689768)

Director

9

Mrs. Meetu Makkad* (DIN: 01689785)

Director

7

Ms. Shashi Makkad* (DIN:- 10304345

Director

2

Mr. Sunil Grover * (DIN: 07440521)

Independent Director

3

Mrs. Rishita Sethi * (DIN: 07440683)

Independent Director

3

Mrs. Sudesh Katyal* (DIN: 07440878)

Independent Director

3

Mr. Aditya Jain1 (DIN: 07936790)

Independent Director

1

Mr. Anuj Tyagi 1 (DIN: 08261420)

Independent Director

1

Ms. Dolly Saini1 (DIN: 08161861)

Director

1

* Ms. Meetu Makkad resigned from the position of Director of the Company in the Board Meeting held on 04.09.2023.

* Ms. Shashi Makkad and. Mr. Gurcharan lal Makkad resigned from the position of Director of the Company in the Board Meeting held on 01.02.2024.

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

CONSTITUTION OF AUDIT COMMITTEE [Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1:

The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met four times during the year. As of the date of this report, the Committee is comprised of three directors namely Mr. Anuj Tyagi (Chairman), Mr. Aditya Jain and Ms. Dolly Jain (Members) of the Company.

However during the Financial Year, Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

Meetings

During the financial year 2023-24, Four (4) meetings of the Audit Committee were convened as on 27.06.2023, 11.08.2023, 13.11.2023 and 14.02.2024 as detailed herein below. The gap between two meetings did not exceed four months.

The details of the meetings held and the attendance there at of the Members of the Audit Committee are as detailed herein below:

Director

Category

No. of Meetings Attended during the financial year 2023- 2024

Mr. Sunil Grover* (DIN: 07440521)

Independent Director

3

Mrs. Rishita Sethi* (DIN: 07440683)

Independent Director

3

Mrs. Sudesh Katyal* (DIN: 07440878)

Independent Director

3

Mr. Anuj Tyagi** (DIN: 08261420)

Independent Director

1

Mr. Aditya Jain** (DIN: 07936790)

Independent Director

1

Ms. Dolly Jain** (DIN: 08161861)

Non-Executive Director

1

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

** Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1:

Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act, 2013 and Rule6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees.

As of the date of this report, the Committee is comprised of three directors namely Mr. Anuj Tyagi (Chairman), Mr. Aditya Jain and Ms. Dolly Jain (Members) of the Company.

However during the Financial Year, Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

Meetings

During the financial year 2023-24, 3 (Three) meeting of Nomination and Remuneration Committee were convened as on 21.07.2023, 04.09.2023 and 01.02.2024. The details of the meetings held and the attendance there at of the Members of the Nomination and Remuneration Committee are as detailed herein below:

Director

Category

No. of Meetings Attended during the financial year 2023- 2024

Mr. Sunil Grover * (DIN: 07440521)

Independent Director

3

Mrs. Rishita Sethi* (DIN: 07440683)

Independent Director

3

Mrs. Sudesh Katyal* (DIN: 07440878)

Independent Director

3

Mr. Anuj Tyagi** (DIN:08261420)

Independent Director

0

Mr. Aditya Jain** (DIN: 07936790)

Independent Director

0

Ms. Dolly Jain** (DIN: 08161861)

Non-Executive

Director

0

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

** Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1:

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section178 of the Act read with Regulation 20of LODR.

As of the date of this report, the Committee is comprised of three directors namely Mr. Aditya Jain (Chairman), Mr. Anuj Jain and Ms. Dolly Jain (Members) of the Company.

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

It looks after the stakeholders’ grievances and redressal of investors’ complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.

Meetings

During the financial year 2023-24, the Committee has met once in year as on 04.09.2023. The details of the meeting held and attendance there at of the Members of the Stakeholders’ Relationship Committee are as detailed here in below:

Director

Category

No. of Meetings Attended during the financial year 2023- 2024

Mr. Sunil Grover * (DIN: 07440521)

Independent Director

1

Mrs. Rishita Sethi * (DIN: 07440683)

Independent Director

1

Mrs. Sudesh Katyal* (DIN: 07440878)

Independent Director

1

Mr. Anuj Tyagi** (DIN:08261420)

Independent Director

0

Mr. Aditya Jain** (DIN: 07936790)

Independent Director

0

Ms. Dolly Jain** (DIN: 08161861)

Non-Executive

Director

0

* Mrs Sudesh Katyal, Ms. Rishita Sethi and Mr. Sunil Grover resigned from the position of Independent Director of the Company in the Board Meeting held on 01.02.2024.

** Mr. Aditya Jain and Mr. Anuj Tyagi appointed as Additional Director (Non-Executive Independent Director) of the Company in the Board Meeting held on 01.02.2024.

** Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.

MEETING OF INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent directors of the Company shall hold at least one meeting in a year without the attendance of non- Independent Directors and members of management. Accordingly a separate meeting of Independent directors was held on Monday, September 04th, 2023 inter alia to discuss and review the performance of Non-Independent Directors and the board as a whole review the performance and to assess the quality, quantity and timelines of flow of information. The Independent Directors have handed over the proceedings of the meeting to the Managing Director of the Company.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding employees is given in“Annexure-1”.

DIRECTOR’S RESPONSIBILITYSTATEMENT:

The Directors confirm that in the preparation of the Annual Accounts of the Company for theyearended31 st March, 2024 that:

i. In the preparation of the accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. the Directors have 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 ended 31stMarch, 2024 andof the profit of the Company for that year;

iii. the Directors had taken proper and sufficient care was taken 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;

iv. the Directors have prepared the Annual Accounts on a “going concern ’’basis;

v. the directors, being 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 and;

vi. 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;

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.

DETAILS OF FRAUD REPORTED BYAUDITORS:

No fraud has been noticed or reported by the Auditors including cost auditor and secretarial auditor of the Company as per Section 134(3)(ca) of the Companies Act, 2013 read with Companies (Amendment)Act,2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given loan, Guarantees or invested under Section186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions entered during the period under review are disclosed in the Financial Statements of the company for the financial year ended March 31, 2022. These transactions entered were at an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

ThePolicyonmaterialityofrelatedpartytransactionsanddealingwithrelatedpartytransactions as approved by the Board may be accessed on the Company’s website.

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

In pursuance to section 134 of the Companies Act, 2013, comments are required in relation to Conservation of Energy, Technology Absorption as the company is engaged in manufacturing activities.

The details forming part of the extract of Conservation of Energy, Technology Absorption is annexed here with as “Annexure2”.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS INFUTURE:

Your directors confirm that no significant and/or material order(s) had been passed against the Company

during the financial year 2023-24 which may adversely impact the status of on going concern and operations in future of the Company.

POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our corporate governance policies are available on our website ewww.newlightapparels.com

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as follows:

S. No.

Name of the Policy

Brief Description

1.

Whistle blower Policy (Policy

Pursuant to the provisions of Section 177 (9) & (10) oftheCompaniesAct,2013readwithRule7ofCompanies (Meetings of Board and its Powers) Rules,2014and Regulation 22 of SEBI (Listing Obligation sand Disclosure Requirements)Regulation,2015,theCompanyhas adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report Instances of unethical behavior, actual or suspected, Fraud or violation of the Company’s Code of Conductor Ethics Policy. It also provides for adequate safeguards against victimization of persons who’s this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The same has been uploaded on the website of the Company.

on Vigil

Mechanism)

[Regulation22ofSEBI(ListingObli gationsandDisclosureRequireme nts)Regulation, 2015]

2.

Nomination Remuneration &

The Board has on their commendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of qualifications, positive attributes, independence of a director and remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section178 of Companies Act, 2013 andRegulation19 oj SEBI( Listing Obligations and Disclosure Requirements) Regulation, 2015. The same has been uploaded on the website of the Company.

Evaluation policy

[Regulation19ofSEBI(ListingObli gationsandDisclosureRequireme nts)Regulation, 2015]

3.

Prevention, Prohibition

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace .The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year, the Company has not received any compliant of sexual harassment. The same has been uploaded on the website of the Company.

&Redressal of Sexual

Harassment of Women At

Workplace

4.

Related Party Transaction

Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. The same has been uploaded on the website of the Company.

Policy

[Regulation 23 of SEBI( Listing Obligations and Disclosure Requirements) Regulation,2015]

5.

Insider Trading Policy

The Policy provides the frame work in dealing with securities of the Company. The same has been uploaded on the website of the Company.

6.

Document Retention and

Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listing entity shall formulate a Policy for preservation of documents and Regulation30(8)of the Regulations is also required to have an Archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Company’s website.

Archival Policy

[Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015]

7.

Materiality Disclosure

Pursuant to SEBI (LODR) Regulations, 2015 it Mandates that every listed entity shall make disclosure of any events or information which, in the opinion of the Board of Directors of the listed company, is material and the same has been uploaded on the website of the Company..

Policy

[Regulation 30 of SEBI(Listing Obligations

And Disclosure Requirements) Regulation, 2015]

AUDITORS:Statutory Auditors and their report

In the 27thAnnual General Meeting, Company has re-appointed Statutory Auditors i.e. M/s NGMKS& Associates Chartered Accountant, (Firm No-024492N) for the tenure fiyears of the second term and hold office till the conclusion of 31st Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, ratification by members every year for the appointment of the Statutory Auditors is no longer required. Accordingly, no resolution is being proposed for ratification of appointment of M/s NGMKS& Associates Chartered Accountant, (Firm No-024492N) and they will continue as the Statutory Auditors of the Company till the conclusion of the 31st Annual General Meeting of the Company.

The Statutory auditor’s report does not contain any qualification, reservations or any adverse remarks.

Secretarial Auditor and their observations

As required under Section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

Accordingly, M/s S.K. Jha & Associates, Practicing Company Secretaries, was appointed as Secretarial Auditors for carrying out the secretarial audit of the Company for the Financial Year 2023-24. The secretarial audit report for the financial year ended 31st March, 2024 is annexed with the Board’s report as “Annexure 3”.

The Secretarial Audit Report does not contain any qualification, reservations or any adverse remarks in Form MR-3 for FY 2023-24.

The Secretarial Audit Report contains following observation by the Secretarial Auditor in FormMR-3 for FY2023-24 and reply by the management there to areas under:

S.

No.

Observations

Management Reply

1.

It has been observed that the Company has repaid the Loan taken from Deutsche Bank but the Form of CHG-4 i.e. satisfaction of Charge has not been filed yet.

Due to not receive of NOC from Bank within the prescribed time, the form has not filed however we give our best to comply the same.

2.

During the financial Year the Company has been penalized under the following regulation of SEBI (LODR) 2015:-

a) Regulation 33 of SEBI (LODR) 2015:- Due to NonSubmission of the Financial Results for the Year ended 2024 with in the prescribe time.

b) Regulation 29(2), 29(3) of SEBI (LODR) 2015:- Delay in furnishing prior intimation about the meeting of the Board of directors.

Due to Excessive Workload in the organization the management of the Company doesn’t able to submit the intimation to the Stock Exchange with in the Prescribe time but soon after it’s duly filed to the Stock Exchange. However we’ll take protective measures in futures for prevent from penal charges and to follow good corporate governance.

Internal Auditor

The Company has appointed as an Internal Auditor of the company fortheF.Y.2023-24 according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 to carry out he roles and responsibilities during the current financial year which are as follows:

• Evaluated and provided reason able assurance that risk management, control, and governance systems are functioning as intended and will enable the organization’s objectives and goals to be met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organization’s operations, in terms of both efficient and effective performance.

• Evaluated in formation security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

However, after the financial year M/s Sahil Gambhir & Associates has been appointed as Internal Auditor of the Company w.e f 12th August, 2024.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The notes on account referred to in Auditor’s Report are self-explanatory and, therefore, do not calls for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return i.e. Form MGT-7, as prescribed under sub-section (3) of section 92 of the Companies Act, 2013 read with Rule No. 12 of Companies (Management and Administration) Rules, 2014, is available on the website of the Companyviz.www.newlightapparels.com.

CORPORATESOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

LISTING REQUIREMENTS:

The equity shares of your Company are listed with the BSE Limited. Annual Listing Fee for the Financial Year 2023-24 has been paid by the company to the BSE.

MAINTENANCE OF COST RECORD

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

DEMATERAILIZATION OF SHARES:

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL), and National Securities Depository Limited (NSDL).In view of the numerous advantages offered by the Depository Systems, Members are requested to avail the facility to dematerialization of shares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT;

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended here in. The said report is part of the annual report as “Annexure-4”.

CORPORATE GOVERNANCE;

The Company is not required to mandatorily comply with the provision of Regulation 17toRegulatio n27of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015(Listing Regulations, 2015) as its equity share capital is less than Rs.10 Crore and Net Worth is notexceedingRs.25crores,asonthe last day

of the previous financial year.

MANAGING DIRECTOR/CHIEF FINANCIAL OFFICER CERTIFICATE:

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from Managing Director and Chief Financial Officer had been obtained and is attached in the saidannualreportas“Annexure-5”

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has received the Certificate of Non-Disqualification of Directors from S.K. Jha & Associates, Company Secretaries and is attached in the saidannualreportas“Annexure-6

SHARE TRANSFER SYSTEM:

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned with in two weeks. All request for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd(CDSL) within15days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated “Code of Practices and Procedures for Fair Disclosure of Unpublished Price

Sensitive Information” and “Code of Conduct to Regulate, Monitor and Report Trading by Insiders”. “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL:

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2023-24 and the Notice of the 29thAnnual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s).For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Secretarial Auditors, Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act,

Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of loading complaints. There is an Internal Complaints Mechanism wherein any wrongful conduct as regards sexual harassment or any discrimination can be reported. The following is a summary of sexual harassment complaints received and disposed of during the year under review-

• No. of complaints received: Nil

• No. of complaints disposed of: NA

• No. of complaints pending: Nil

Details of Application made for or Proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

Details of Difference between Valuation Amount on One time Settlement and Valuation While availing Loan from Banks and Financial Institution

During the year under review, there has been no one time settlement of Loans taken from banks and financial institution.

ACKNOWLEDGEMENT:

The Company would like to thank all of its Stakeholders, including, inter alia, Suppliers, vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year. Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

1

Ms. Dolly Saini appointed as Additional Director (Non-Executive Woman Director) of the Company in the Board Meeting held on 01.02.2024.