General information about company

Scrip code000000
NSE SymbolVCL
MSEI SymbolNOTLISTED
ISININE098201036
Name of the entityVAXTEX COTFAB LIMITED
Date of start of financial year01-04-2024
Date of end of financial year31-03-2025
Reporting Quarter TypeYearly
Date of Quarter Ending31-03-2025
Type of companyEquity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?NoThe disclosure related to acquisition of shares or voting rights in unlisted companies is not applicable to our Company.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?Yes
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity?NoThe disclosure related to Disclosure of Loans/ Guarantees / Comfort Letters/ securities ets is not applicable to our Company.
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearAny other
Is SCORE ID Available ?Yes
SCORE Registration IDcomz00704
Reason For No SCORE ID
Type of SubmissionOriginal
Remarks (website dissemination)
Remarks for Exchange (not for Website Dissemination)



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrMITHLESHKUMAR M AGRAWALAVCPA6038M03468643Executive DirectorNot ApplicableMD25-01-1963
2MsZIRAL SONIGRQPS4915D09213763Non-Executive - Independent DirectorNot Applicable11-01-1992
3MrKUNJAL JAYANTKUMAR SONICTOPS1830F08160838Non-Executive - Independent DirectorNot Applicable20-04-1991
4MrDIGESH MANSUKHLAL DESHAVALCFDPD2217Q09218553Non-Executive - Independent DirectorNot Applicable28-08-1991
5MrPRANAV MANOJ VAJANI AUXPV8892N09213749Non-Executive - Independent DirectorNot Applicable24-04-1994
6MsHARDIKA LADHAAVMPL1205F10942355Non-Executive - Independent DirectorNot Applicable29-07-1999
7MrDEVI SINGHDRMPS0324D09528536Non-Executive - Non Independent DirectorNot Applicable20-08-1994
8MrAAKASH RAJESHBHAI THAKORANMPT7634A07960192Executive DirectorChairpersonMD21-10-1992

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive
7NoActive
8NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & reg. 17A(2)]Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Reason for CessationNotes for not providing PANNotes for not providing DIN
1NA05-02-201809-03-202207-03-20251000Others
2NA28-09-202107-02-202540.333342Others
3NA20-05-202207-02-202532.63342Others
4NA20-05-202201-02-202532.432200Others
5NA22-01-202238.334460
6NA08-02-20251.791121
7NA07-03-20251011
8NA12-11-202007-03-20251010


Text Block

Textual Information(1)MR. AAKASH RAJESHBHAI THAKOR WAS APPOINTED ON BOARD AS NON-EXECUTIVE DIRECTOR ON 12/11/2020. THE BOARD OF DIRECTORS IN THEIR MEETING HELD ON 07/03/2025, CHANGED HIS DESIGNTION AND APPOINTED HIM AS MANAGING DIRECTOR ON THE BOARD. THUS WE HAVE MENTIONED ORGINAL DATE OF APPOINTMENT AS 12/11/2020 AND DATE OF RE-APPOINTMENT AS 07/03/2025 I.E THE DATE OF CHANGE IN DESIGNATION.




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
110942355HARDIKA LADHANon-Executive - Independent DirectorChairperson08-02-2025
209213749PRANAV MANOJ VAJANI Non-Executive - Independent DirectorChairperson22-01-202208-02-2025
307960192AAKASH RAJESHBHAI THAKORExecutive DirectorMember12-11-2020
409213763ZIRAL SONINon-Executive - Independent DirectorMember30-06-202107-02-2025
509213749PRANAV MANOJ VAJANI Non-Executive - Independent DirectorMember08-02-2025


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
110942355HARDIKA LADHANon-Executive - Independent DirectorChairperson08-02-2025
209213749PRANAV MANOJ VAJANI Non-Executive - Independent DirectorChairperson22-01-202208-02-2025
309528536DEVI SINGHNon-Executive - Non Independent DirectorMember07-03-2025
409213763ZIRAL SONINon-Executive - Independent DirectorMember30-06-202107-02-2025
507960192AAKASH RAJESHBHAI THAKORExecutive DirectorMember12-11-202007-03-2025
609213749PRANAV MANOJ VAJANI Non-Executive - Independent DirectorMember08-02-2025


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
109528536DEVI SINGHNon-Executive - Non Independent DirectorChairperson07-03-2025
209213749PRANAV MANOJ VAJANI Non-Executive - Independent DirectorMember22-01-2022
310942355HARDIKA LADHANon-Executive - Independent DirectorMember08-02-2025
409213763ZIRAL SONINon-Executive - Independent DirectorMember30-06-202107-02-2025
507960192AAKASH RAJESHBHAI THAKORExecutive DirectorChairperson12-11-202007-03-2025


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
Sr. No.Date(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
103-10-2024Yes664
209-11-202436Yes664
307-02-202589Yes553
408-02-20250Yes442
507-03-202526Yes442
615-03-20257Yes442



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReason for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Nomination and remuneration committee03-10-2024Yes3320
2Audit Committee09-11-2024Yes3320
3Other Committee12-11-2024Committee of CreditorsYes1100
4Other Committee16-12-202433Committee of CreditorsYes1100
5Other Committee27-12-202410Committee of CreditorsYes1101
6Other Committee04-01-20257Committee of CreditorsYes1100



Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReason for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
7Audit Committee07-02-202533Yes3320
8Nomination and remuneration committee08-02-20250Yes3320
9Nomination and remuneration committee07-03-202526Yes3320



Annexure 1

V. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryAAKASH RAJESHBHAI THAKOR
2DesignationManaging Director



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of LODR Regulation

Sr

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
As per regulation 46(2) of the LODR:
1.1Details of businessYeshttps://vaxtexcotfabltd.com/
1.2Memorandum of Association and Articles of AssociationYeshttps://vaxtexcotfabltd.com/
1.3Brief profile of board of directors including directorship and full-time positions in body corporatesYeshttps://vaxtexcotfabltd.com/about-us/
2Terms and conditions of appointment of independent directorsYeshttps://vaxtexcotfabltd.com/company-policies/
3Composition of various committees of board of directorsYeshttps://vaxtexcotfabltd.com/about-us/
4Code of conduct of board of directors and senior management personnelYeshttps://vaxtexcotfabltd.com/company-policies/
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://vaxtexcotfabltd.com/company-policies/
6Criteria of making payments to non-executive directorsYeshttps://vaxtexcotfabltd.com/company-policies/
7Policy on dealing with related party transactionsYeshttps://vaxtexcotfabltd.com/company-policies/
8Policy for determining ‘material’ subsidiariesYeshttps://vaxtexcotfabltd.com/company-policies/
9Details of familiarization programmes imparted to independent directorsYeshttps://vaxtexcotfabltd.com/company-policies/
10Email address for grievance redressal and other relevant detailsYeshttps://vaxtexcotfabltd.com/company-policies/
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://vaxtexcotfabltd.com/contacts/
12Financial resultsYeshttps://vaxtexcotfabltd.com/quarterly-results/
13Shareholding patternYeshttps://vaxtexcotfabltd.com/share-holding-patterns/
14Details of agreements entered into with the media companies and/or their associatesNA

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of LODR Regulation

Sr

As per regulation 46(2) of the LODR:
15.1(I) Schedule of analyst or institutional investor meet (II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.NA
15.2Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital meansNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeshttps://vaxtexcotfabltd.com/about-us/
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Secretarial Compliance ReportYeshttps://vaxtexcotfabltd.com/about-us/
21Materiality Policy as per Regulation 30 (4)Yeshttps://vaxtexcotfabltd.com/company-policies/
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeshttps://vaxtexcotfabltd.com/about-us/
23Disclosures under regulation 30(8)Yeshttps://vaxtexcotfabltd.com/about-us/
24Statements of deviation(s) or variations(s) as specified in regulation 32NA
25Dividend Distribution policy as per Regulation 43A(1)Yeshttps://vaxtexcotfabltd.com/company-policies/
26.1Annual return as provided under section 92 of the Companies Act, 2013Yeshttps://vaxtexcotfabltd.com/annual-report/
26.2Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021Yeshttps://vaxtexcotfabltd.com/about-us/
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeshttps://vaxtexcotfabltd.com/about-us/
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYeshttps://vaxtexcotfabltd.com/about-us/


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)NA
26Meeting of Risk Management Committee21(3A)NA
27Quorum of Risk Management Committee meeting21(3B)NA
28Gap between the meetings of the Risk Management Committee21(3C)NA
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
32Approval for material related party transactions23(4)Yes
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)NA
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
36Alternate Director to Independent Director25(1)NA
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)Yes
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)NA
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)Yes
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
47Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)NA
48Vacancies in respect Key Managerial Personnel26A(1) & 26A(2), 26A(3)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryAAKASH RAJESHBHAI THAKOR
2DesignationManaging Director



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryAAKASH RAJESHBHAI THAKOR
2DesignationManaging Director



Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryAAKASH RAJESHBHAI THAKOR
Designation of personManaging Director
PlaceAhmedabad
Date30-04-2025



Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter0
No. of investor complaints received during the Quarter0
No. of investor complaints disposed off during the Quarter0
No. of investor complaints those remaining unresolved at the end of the Quarter0



Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No.Name of the authorityNature and details of the action(s) taken or order(s) passedDate of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authorityDetails of the violation(s)/ contravention(s) committed or alleged to be committedImpact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1GSTOrder issued on 16/01/2025 for involving in passing fake ITC by issuing invocies to BRR group entities without actual supply of goods or services.16-01-2025Appeal filed against Panelty order issued to the Company and its director under section 122 on account of confirmation of demand based on allegation that company is involved in passing fake ITC by issuing invocies to BRR group entities without actual supply of goods or services of INR 53,89,198/-Appeal is filed, in case of unfavourable decision, It will affect upto 53,89,198/-
2GSTOrder issued on 27-02-2025 for claim of ineligible ITC 27-02-2025Order is received for claim of ineligible ITC u/s 17(5) in relation to ETP plant construction at the factoryAppeal is to be filed, in case of unfavourable decision, It will affect upto 5,66,022/-
3GSTOrder issued on 19-12-2023 for claim of ineligible ITC and short payment of tax19-12-2023Order is received for claim of ineligible ITC and short payment of tax u/s 73Appeal is filed, in case of unfavourable decision, It will affect upto 1,46,480/-
4GSTOrder issued on 28-08-2024 for claim of excess ITC28-08-2024Order is received for claim of excess ITC and short payment of tax u/s 74Appeal is filed, in case of unfavourable decision, It will affect upto 1,21,706/-
5Income TaxPenalty proceedings initiated u/s 271 (1) (C) wrt demand for paid up capital treated as unexplained cash credits18-07-2016Appeal proceedings are pending and latest reply filed on 19.03.2025.Appeal is filed, in case of unfavourable decision, It will affect upto 1,27,67,108/-



Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No.Name of the opposing partyDate of initiation of the litigation / disputeStatus of the litigation / dispute as per last disclosureCurrent status of the litigation / dispute
1GST19-12-2023Appeal filed against Demand order issued to the Company amounted to Rs.32,37,192, comprising an outstanding demand of Rs.14,64,792 and accrued interest of Rs.16,25,920 and penalty of 1,46,480. Appeal filed - 15-03-2024
2GST28-08-2024Appeal filed against Demand order issued to the Company amounted to Rs.21,08,442, comprising an outstanding demand of Rs.10,51,614 and accrued interest of Rs.9,35,122 and penalty of 1,21,706. Appeal filed - 27-11-2024
3GST16-01-2025Appeal filed against Panelty order issued to the Company and its director under section 122 on account of confirmation of demand based on allegation that company is involved in passing fake ITC by issuing invocies to BRR group entities without actual supply of goods or services of INR 53,89,198/-Appeal proceedings initiated, matter is pending.
4GST27-02-2025Order issued to the Company amounted to Rs.1,05,47,059, comprising an outstanding demand of Rs.54,38,884 and accrued interest of Rs.45,42,153 and penalty of 5,66,022. Appeal is to be filed upto 27-05-2025
5Income Tax22-03-2015For the Assessment Year 2012-13, a demand was raised against the Company under Section 144 of The Income Tax Act 1961, dated 22nd March, 2015, this demand amounted to Rs.1,82,56,380, comprising an outstanding demand of Rs.1,27,67,108 and accrued interest of Rs.54,89,272. Appeal proceedings are pending and latest reply filed on 19-03-2025, matter is pending.
6Income Tax18-07-2016Penalty proceedings for above order amounting to 1,27,67,108/-Appeal proceedings are pending and latest reply filed on 19-03-2025, matter is pending.