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Celebrity Fashions Ltd.

BSE: 532695 Sector: Industrials
NSE: CELEBRITY ISIN Code: INE185H01016
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VOLUME 6358
52-Week high 18.80
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OPEN 10.50
CLOSE 10.05
VOLUME 6358
52-Week high 18.80
52-Week low 7.79
P/E
Mkt Cap.(Rs cr) 38.34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Celebrity Fashions Ltd. (CELEBRITY) - Director Report

Company director report

Dear Shareholders

Your Directors hereby present the 26th Annual Report along with the audited statementsof the Company for the year ended 31st March 2015.

Outlook and Financial Highlights

The revival in demand in major markets such as US and Europe enabled India to witness adouble digit growth in export of ready-made garments from FY 2014 to FY 2015. Export ofreadymade garments from India has grown faster than those shipped from China for a bulk of2014. India’s garment exports were growing at the rate of over 15% and this is aclear cut indication that India is emerging as one of the top sourcing and compliantdestinations for the buyers in the World.

The other fundamentals which would boost export of readymade garments is thegovernment’s focus on "Make in India" theme facilitating exports exportincentives from the government and increase in manufacturing costs in China. The shift indemand for garment from China to India due to rise in labour and power costs have madeproduction in China expensive compared to India. With an encouraging scenario on theglobal front the industry would still face challenges in terms of availability of skilledlabour and stringent labour laws of the Country.

Your Company recorded total revenues of Rs.205.87 crs as against Rs.235.31 crs lastyear. During the year under review your Company relocated one of its manufacturingfacilities and consolidated its operations in its existing facilities thereby causingreduction to capacities. However with improved operational efficiencies and greatercontrol on costs the Operational EBITDA margins stood at Rs.13.84 crs as compared toRs.10.36 crs previous year; Other Income were at Rs.3.58 crs against Rs.1.36 crs.

The Company re-aligned its Depreciation Policy in accordance with Schedule IICompanies Act 2013. Consequently with effect from 1st April 2014 the carrying value ofassets is now depreciated over its revised remaining useful life. Where the remaininguseful life of the assets are NIL as on 1st April 2014 carrying value of assets amountingto Rs.1.12 crs have been adjusted against opening reserves.

Consequent to the above the Net losses for the year were at Rs.2.29 crs againstRs.1.63 crs previous year. (before extraordinary income of rupees 9.97 crs)

Rs. In Crs FY 2014-15 FY 2013-14
Revenue From operations 205.87 235.31
Gross Profit / (Loss) before interest and depreciation 13.84 10.36
Interest 9.33 6.92
Profit / (Loss) before depreciation and tax 4.51 3.44
Depreciation 6.80 5.07
Profit / (Loss) before Extra-Ordinary Income (2.29) (1.63)
Extra-Ordinary Income - 9.97
Profit / (Loss) before tax (2.29) 8.34
Provision for Taxation - -
Profit / (Loss) after tax (2.29) 8.34
Balance brought forward from previous year (61.76) (70.10)
Less: Value of Assets with Expired Life written off (1.12) -
Balance carried to Balance Sheet (65.17) (61.76)

Finance and Accounts

There is no provision for Income Tax due to the losses incurred by the Company in theearlier years. The Company has recognized Deferred Tax Asset in unabsorbed depreciationand accumulated losses to the extent of corresponding deferred tax liability on thedifference between the book balance and written down value of fixed assetsunder IncomeTax.

The net worth of the Company as on 31st March 2014 has turned positive under theprovisions of Sick Industries Companies Act. Accordingly the Company filed for dischargeunder the purview of SICA before BIFR. BIFR vide its order dated 04th August 2014 hasdischarged the Company from the purview of BIFR.

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013.

During the year under review the Board of Directors of your Company at their Meetingheld on 13th November 2014 have decided to delete the name of the wholly owned subsidiaryCompany Celebrity Clothing Limited from MCA records. Accordingly Celebrity ClothingLimited has filed with Ministry of Corporate Affairs (MCA) for striking off its name fromthe MCA records under FTE mode on 23rd December 2014 and the name has been removed fromthe records of MCA. Hence the requirement of presenting annual report of CCL does notarise. Also the shares of Celebrity Clothing Limited held by your Company stands cancelledpursuant to the same.

The Accounts of the Company have been prepared on the basis of ‘going concernconcept’. Your Company continued to focus on cash generation. The focus on managingoptimal levels of inventory sound business performance operating efficiencies and costsavings across the organization to mitigate the problem and to improve the financialhealth of the Company.

Share Capital

The Company made preferential allotment of 2650000 Equity Shares at the face value ofRs.10/- per share to the promoter Mr. V. Rajagopal during year under review towards hiscontribution to Equity. The object of this issue is for working capital purposes and toimprove the net worth position of the Company.

The above preferential allotments were approved by the Shareholders in theExtraOrdinary General Meeting held on 16th July 2014.

Consequent to the above the Equity Share Capital of the Company increased by Rs.2.65crs.

Dividend

In view of the accumulated losses no dividend is being recommended.

Cash flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with StockExchanges the Cash Flow Statement for the year ended 31st March 2015 is annexed hereto.

Related Party Transactions

All the transactions with the Related Parties are in the Ordinary Course of Businessand on Arm’s length basis. The details on Related Party Transactions have beendisclosed in the notes to accounts. Your Company has framed a policy on Related PartyTransaction and the same has been displayed on the Company’s website:www.celebritygroup.com

The details of related party transactions pursuant to clause (h) of sub-section (3) ofsection 134 of the Act is enclosed in form no. AOC-2 as Annexure - II

Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under Clause 49 of the Listing Agreement forms a part of theAnnual Report.

The requisite certificate from compliance of conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms a partof this report.

Management’s Discussion and Analysis Report

A detailed review on the operations and performance of the Company along with theoutlook is presented separately under the Management Discussion and Analysis Report whichforms part of this Annual Report.

Compliance with Code of Conduct

Your Company has put in place a Code of Conduct for its Board Members and SeniorManagement Personnel. Declaration of Compliance with Code of Conduct has been receivedfrom all the Board Members and Senior Management Personnel. A Certificate to this effectfrom Mr. Charath Ram Narsimhan Managing Director forms part of this Report.

Corporate Social Responsibility (CSR)

As there have been carry forward losses provisions of section 135 pertaining tocorporate social responsibility are not applicable to the Company.

The particulars relating to CSR committee and policy have been detailed in CorporateGovernance Report.

Establishment of Vigil Mechanism

Your Company has in place a vigil mechanism pursuant to which a Whistle Blower Policyhas been adopted by the Board Members. The Whistle Blower Policy covering all employeesand directors is hosted on the Company’s Website @ www.celebritygroup.com

Directors

During the year under review your company has come out of the purview of BIFR. Hencecontinuance of Mr Ramji Sinha as Special Director inducted by BIFR is withdrawn.

Pursuant to Section 152 of the Companies Act 2013 Mrs. Rama Rajagopal retires byrotation at the ensuing Annual General Meeting and being eligible offers herself forreappointment.

All Independent Directors have give declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - III"

Meeting of Board

The particulars relating to the meeting of Board of Directors has been detailed in theCorporate Governance Report which forms part of the report

Key Managerial Personnel

To comply with requirement of Section 203 of the Companies Act Mr. Charath NarsimhanManaging Director Mrs. L. Visalakshi CFO and Mr. K.Senthil Kumar Company Secretary havebeen designated as the Key Managerial Personnel of the Company.

Remuneration Policy

The particulars relating to remuneration policy has been detailed in CorporateGovernance Report which forms part of the report.

Particulars of Loan Guarantees or Investments

The Company has not given any loans or guarantees covered under the provision ofsection 186 of the Companies Act 2013. The details of the investments made by the companyare given in the notes to the financial statements.

Material changes & Commitment if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statement relate and the date of the Report- Nil Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

Report as per Section 134 read with Rule 8 sub rule 5 of Companies Accounts Rules 2014:

Change in nature of business if any: Nil

Details of Director or KMP appointed or resigned: Nil (only designated)

Name of Companies which become or cease to be its subsidiaries JV or associate duringthe year Celebrity Clothing Ltd

Details relating to deposits covered under Chapter V of Companies Act 2013: Nil

Details of deposits which are not in compliance with the requirements of Chapter V ofCompanies Act 2013: Not Applicable

Details of significant and tribunals impacting the going concern status andcompany’s operations in future:

The Company was not in receipt of any orders from the regulator / courts / tribunalsimpacting the going concern status of future operation of the Company. The Company was inreceipt of the notice / order from statutory authorities during the year for claim notacknowledged by the company as debts. The details of the same have been provided in Note29 of the financial statements.

Internal control systems and their adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director. The Internal Auditor monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and there by strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board

Business Risk Management:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report which form part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

Familiarisation Programme for Independent Director:

The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarize with the Company’s procedures andpractices. The details of such familiarization programmes for the Independent Directorsare posted on the website of the Company (for details please visitwww.celebritygroup.com)

Auditors

M/s. Anil Nair & Associates and M/s. CNGSN Associates LLP Chartered AccountantsChennai are the Auditors of the Company. They were appointed in the 25th Annual GeneralMeeting of the Company till the conclusion of third consecutive Annual General Meeting ofthe Company and subject to ratification by the shareholders at every Annual GeneralMeeting. A motion for ratification will be placed before the Members of the Company in the26th Annual General Meeting for their approval.

M/s Anil Nair & Associates have applied for re-evaluation of certificate theprocess is on-going. As on the date of signing this Balance Sheet the CharteredAccountant Firm M/s Anil Nair & Associates is yet to the receive the certificate thePeer Review Board. Consequently as a matter of abundant prudence M/s Anil Nair &Associates have abstained from signing the Balance Sheet of the Company. The AnnualAccounts of the Company including its Balance Sheet Statement of Profit and Loss alongwith Cash Flow Statement have been audited and signed by M/s CNGSN & Associates LLP.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Bhaskar Company Secretary in Practice to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed as "Annexure - IV".

Cost Auditor

Since the Company is not in the purview of Cost Audit the appointment of Cost Auditorunder the requirement of the provisions under Section 148 of the Companies Act 2013 isnot required for the financial year 2015-16.

Management response with respect to Statutory Auditor’s / Secretarial AuditorQualification:

The Report of Statutory Auditors on the Financial Statements of the Company for thefinancial year ending 31st March 2015 and Secretarial Audit Report for the financial year2014-15 contains qualifications. The response from the Management with respect to thequalifications is appended below:

a) The delays in remitting the unclaimed dividend amounts to Investor Education andProtection Fund were due to delays in receipt and reconciliation of data from the Bank.Immediately upon receipt of data the Company has remitted the amount of Rs.33799/- toInvestors Education and Protection Fund.

b) During the year under review the Company has arrived at an out-of-court settlementwith its tenant and has entered into a fresh lease deed and memorandum of understanding.The Company has recognized a rental income of Rs.1.26 crs pertaining to previous year andthe same has been included under Other Income. Along with the same the Company hasrecognized the rental income for the Current Year during the last quarter of the financialyear. The service tax amounts of Rs.30 lakhs on the rental income were pending to beremitted as on 31st March 2015. The Company is taking steps to remit the same at theearliest.

c) In accordance with the re-structuring package sanctioned to the Company by StateBank of India an amount of Rs.18.22 crs was to be repaid by 31st March 2015 from the saleof proceeds of one of properties of the Company. Pending disposal of the property theamount of Rs.18.22 crs remained unpaid to State Bank of India. The Company is takingnecessary steps for disposal of the property and for repayment of term loans. As at 31stMarch 2015 interest on working capital and term loans amounting to Rs.1.10 crs werepending to be serviced since February 2015. The Company has serviced the same in April2015.

d) The accumulated losses of the Company have exceeded 50% of its networth as on 31stMarch 2015. The accounts of the Company have been prepared on ‘Going Concern’basis. Your Company’s Management Team constantly strives to mitigate the problemsimprove the financial health of the Company by controlling the losses and the Companyforesees signs of revival.

Listing Fee

The equity shares of your company are listed on the Bombay Stock Exchange Limited andNational Stock Exchange of India Limited. Your Company has paid the applicable listing feeto the Stock Exchanges up to date.

Personnel

The Board wishes to place on record its appreciation to all the employees in theCompany for their sustained efforts and contributions during these tough times.

Policy on Prevention of Sexual Harassment of Woman at Workplace:

Your Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment and Non-discrimination at Work Place in line with the requirements of SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.All employees (permanent contractual temporary trainees) are covered under this policy.

An Internal Compliants Committee (ICC) was set up to redress complaints receivedregarding sexual harassment and discrimination at workplace.

During the year ended March 31 2015 the ICC has received no complaints pertaining tosexual harassment / discrimination at work place.

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards fromICAI and have been followed with explanation related to material departures if any. from

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

Conservation of Energy / Technology Absorption / Foreign Exchange

i. Conservation of Energy:

The operations of the Company are not energy-intensive. However wherever possible theCompany strives to curtail the consumption of energy on a continuing basis.

ii. Technology absorption: Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned (FOB Value) Rs.160.44 crs
Total Foreign exchange outgo Rs. 48.80 crs

Appreciation

The Directors are sincerely thankful to you the esteemed shareholders customersbusiness partners and State Bank of India for the faith reposed and valuable supportprovided by them in the Company and its Management. The Directors wish to place on recordthe co-operation extended and the solidarity shown by the employees in assisting theorganization to control its losses and contributing for a good turnaround.

Date: 21st May 2015 For and on Behalf of the Board
Place: Chennai V. Rajagopal
Chairman

ANNEXURE - I TO DIRECTORS REPORT

A. Particulars pursuant to section 197 (12) and the relevant rules:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year and such other details as prescribed is asgiven below:

Name Designation Ratio
V. Rajagopal Chairman Nil
Rama Rajagopal Executive Director Nil
Charath Ram Narsimhan Managing Director Nil

Note: No remuneration has been paid to the Directors.

b) The Percentage increase in remuneration of each director CFO CEO CS or Managerif any in the Financial Year.

Name Designation %
V Rajagopal Chairman Nil
Rama Rajagopal Executive Director Nil
L Visalakshi Chief Financial Officer 3.8%
K. Senthil Kumar Company Secretary Not Applicable

c) the percentage increase in the median remuneration of employees in the FinancialYear: 1.3%

d) The number of permanent employees on the rolls of the company: around 3883 as on31st March 2015.

e) The explanation on the relationship between average increase in remuneration &Company performance:

Average increase in remuneration 6.8% as against 14% increase in EBITA

f) Comparison of the remuneration

Name Designation Remu- neration* %Increase in Remu- neration PAT in Crs % in Increase in PAT
Charath Ram Narsimhan MD Nil Nil 2.29 (127.4%)
L Visalakshi CFO 16.20 3.8%
K Senthilkumar CS 4.80 NA

*Remuneration includes salary earned during the financial

g) Variations in the market capitalization of the Company Price earning ratio as atthe closing date of the current financial year and previous year and percentage increaseor decrease in the market quotations of the shares of the company in comparison to therate at which the company came out with the last public offer:

Date Issued Capital Closing Market Price per Share EPS PE Ratio Market Capitaliation in Crs
31.03.2014 36353765 7.64 3.09 2.47 27.77
31.03.2015 39003765 12.38 (0.6) (20.63) 48.29
Inc/ (Decrease) 2650000
Issue Price of the share at the last offer (30.07.2014) 10
Increase in market price as on 31.03.2015 as compared to Issue price of the last offer 2.38
Increase % 24%

h) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration: Average increase inremuneration is 6.9% for employees other than Managerial Personnel & 2.9% forManagerial Personnel (KMP).

i) The key parameters for any variable component of remuneration availed by thedirectors: No Directors have been paid any variable remuneration

j) The ratio of the remuneration of the highest paid directors to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: No remuneration paid to the directors.

k) If remuneration is as per the remuneration policy of the company: Yes

B. Information as per Section 197 of the Companies Act 2013 read with Rule 5(2) &5(3) Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 formingpart of the Directors Report for the year ended March 31 2015.- Not Applicable

ANNExURE - II TO DIRECTORS REPORT

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship
2 Nature of contracts/arrangements/transaction
3 Duration of the contracts/arrangements/transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any
5 Justification for entering into such contracts or arrangements or transactions’ NIL
6 Date of approval by the Board
7 Amount paid as advances if any
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
1 Name (s) of the related party Indian Terrain Fashions Limited.
2 Nature of Relationship Mr.V. Rajagopal & Mrs. Rama RajagopalDirectors of Celebrity Fashions Limited are also Directors in Indian Terrain Fashions Limited
3 Nature of contracts/arrangements/transaction Jobwork Charges Material Purchases and Rentals
4 Duration of the contracts/arrangements/transaction Not Applicable
5 Salient terms of the contracts or arrangements or transaction including the value if any Upto Maximum of Rs.40 Crores in any financial year
6 Date of approval by the Board 13th November 2014
7 Amount paid/Received if any (Rs.in Crores) 32.70

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business.

ANNUAL RETURN EXTRACTS IN MGT 9

ANNEXURE - III

Form No. MGT-9

ExTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION DETAILS

i. CIN:-L17121TN1988PLC015655

ii. Registration Date:28.04.1988

iii. Name of the Company:CELEBRITY FASHIONS LIMITED

iv. Category / Sub-Category of the Company:Company Limited by shares

v. Address of the Registered office and contact details: SDF-IV & C2 3rd MainRoad MEPZ/SEZ Tambaram Chennai-600 045. Ph No.044-4343 2200; email id:investorservices@celebritygroup.com

vi. Whether listed company: Yes vii. Name Address and Contact details of Registrar andTransfer Agent if any Link Intime India Pvt Ltd C-13 Pannalal Silk Mills CompoundL.B.SMarg Bhandup(w) Mumbai-400 078. Phone No.022-25963838: Fax No.022 25946969

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl.No. Name and Description of main products/services NIC Code of the Product/Service % to total turnover of the Company
1 Manufacture of all types of textile garments and clothing accessories 14101 100%

III.PARTICuLARS OF HOLDING SuBSIDIARY AND ASSOCIATE COMPANIES

Sl.No. Name and Address of the Company CIN/GLN HOLDING/ SuBSIDIARY/ ASSOCIATE % of shares Held Applicable Section
1 NA NA NA NA NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No.of Shares held at the beginning of the year No.of Shares held at the end of the year % change during the year
Catergory of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF 10543796 Nil 10543796 34.57 14693796 Nil 14693796 37.67 3.11
b) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) State Govt.s Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Banks/FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
f) Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(1) 10543796 Nil 10543796 34.57 14693796 Nil 14693796 37.67 3.11
(2) Foreign
a) NRIs-Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil
b) Other-Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) Bodies Corp... Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Banks/FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total Shareholding of Promoter (A)=(A) (1)+(A)(2) 10543796 Nil 10543796 34.57 14693796 Nil 14693796 37.67 3.11
B. Public Shareholding
(1) Institutions Nil Nil Nil Nil
a) Mutual Funds/ UTI Nil Nil Nil Nil Nil Nil Nil Nil Nil
b) Financial Institutions / Banks 7469100 Nil 7469100 24.49 7469100 Nil 7469100 19.15 (5.34)
c) Central Government/ State Government(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil
f) Foreign Institutional Investors 2100000 Nil 2100000 6.88 3350000 Nil 3350000 8.59 1.70
g) Foreign Venture Capital Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil
h) Qualified Foreign Investor Nil Nil Nil Nil Nil Nil Nil Nil Nil
i) Others (Specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (B)(1) 9569100 Nil 9569100 31.37 10819100 Nil 10819100 27.74 (3.63)
(2) Non-institutions
a) Bodies Corporate 2593918 Nil 2593918 8.50 1817242 Nil 1817242 4.66 (3.84)
b) Individuals
Individuals -
i. Individual shareholders holding nominal share capital up to Rs 1 lakh 3208802 165 3208967 10.52 3313279 165 3313444 8.50 (2.02)
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 1098176 Nil 1098176 3.60 2699417 Nil 2699417 6.92 3.32
c) Qualified Foreign Investor Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Any Other (specify) Clearing Members 37562 Nil 37562 0.12 150164 Nil 150164 0.38 0.26
e) Foreign Portfolio Investor (Corporate) Nil Nil Nil Nil 2100000 Nil 2100000 5.38 5.38
f) Non Resident Indians 52246 Nil 52246 0.17 59025 Nil 59025 0.15 (0.02)
g) Foreign Companies 3400000 Nil 3400000 11.15 3351577 Nil 3351577 8.59 (2.55)
h) Any others Specify Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (B)(2) 10390704 165 10390869 34.06 13490704 165 13490869 34.59 0.52
Total Public Shareholding (B)= (B)(1)+(B)(2) 19959804 165 19959969 65.43 24309804 165 24309969 62.33 (3.10)
C.Shares held by Custodians and against which Depository Receipts have been issued Nil Nil Nil Nil Nil Nil Nil Nil Nil
GRAND TOTAL (A)+(B)+(C) 30503600 165 30503765 100.00 39003600 165 39003765 100.00 Nil

Note: 1500000 shares alloted to V. Rajagopal and 1000000 shares alloted to CharathRam Narsimhan and 3350000 alloted to Leman Diversified Fund on 27.3.2014 were notupdated in CDSL records as a opening balance hence the alloted shares were taken duringthe year

(ii) Shareholding of Promoters

S.No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No.of shares % of total shares of the company % of Shares Pledged/ encumbered to total shares No.of shares % of total shares of the company % of Shares Pledged/ encumbered to total shares Shares of % Change in Share holding during the year
1 V. Rajagopal 5492981 18.01 8.77 9642981 24.72 6.86 5.48
2 Rama Rajagopal 5042054 16.53 8.77 5042054 12.93 6.86 Nil
3 Vidyuth Rajagopal 7000 0.02 0 7000 0.02 0 Nil
4 Suresh Rajagopalan 1015 0.00 0 1015 0.00 0 Nil
5 Rajagopalan.K.A 646 0.00 0 646 0.00 0 Nil
6 Anjali Rajagopal 100 0.00 0 100 0.00 0 Nil
Total 10543796 34.57 14.72 14693796 37.67 13.72 Nil

Note: 1500000 shares alloted to V. Rajagopal on 27.3.2014 were not updated in CDSLrecords as a opening balance hence the alloted shares were taken during the year

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

Sl.No Shareholding at the beginning of the Year Cumulative Shareholding during the year
No.of shares % of total shares of the company No.of Shares % of total Shares of the company
1. V. Rajagopal
At the beginning of the year 5492981 18.01 6992981* 19.24
Date wise increase in Promoters Shareholding during the year specifying the reasons for increase by Allotment on 30/07/2014: 2650000 5.48
At the end of the Year 9642981 24.72

Note: 1500000 shares alloted to V. Rajagopal on 27.3.2014 were not updated in CDSLrecords as a opening balance hence the alloted shares were taken during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the Year Shareholding at the End of the year
Sl.No For Each of the Top 10 Shareholders No.of shares % of total shares of the company No.of Shares % of total Shares of the company
1 State Bank of India 7469100 24.49 7469100 19.15
2 New Vernon Private Equity Limited 3400000 11.15 3351577 8.59
3 Davos International Fund 2100000 6.88 2100000 5.38
4 BennettColeman and Company Limited 1316818 4.32 1316818 3.38
5 Reliance Capital Limited 898750 2.95 -
6 Leman Diversified Fund 3350000* 8.59
7 Zaki Abbas Nasser 260000 0.85 -
8 Pankaj Jayanthilal Patel 98438 0.32 -
9 Nazlin Nazmuddin Kheraj 71317 0.23 -
10 Charath Ram Narsimhan 25619 0.08 1025619 2.63
11 Sudhir G Khandelwal & Shipi S Khandelwal 42550 0.14
12 Rakesh Kantilal Pujara - 145650 0.37
13 Apurva Jayantkumar Mehta - 140986 0.36
14 JM Financial Service Pvt Ltd - 105937 0.27

*3350000 Shares allotted on 27th March 2014 to Leman Diversified Fund was not updatedon NSDL as a opening balance for taken during the year

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the Year Shareholding at the End of the year
Sl.No No.of shares % of total shares of the company No.of Shares Cumulative Shareholding during the year
1 V. Rajagopal-Chairman & Director
At the beginning of the year 5492981 18.01 6992981* 19.24
Date wise increase in Promoters Shareholding during the year specifying the reasons for increase by Allotment on 30/07/2014: 2650000 5.48
At the end of the Year 9642981 24.72
2 Rama Rajagopal-Whole Time Director
At the beginning of the year 5042054 16.53 5042054 12.93
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g.allotment/ transfer/bonus/sweat equity etc): - - - -
At the end of the Year 5042054 12.93
3 Charath Ram Narsimhan-Managing Director
At the beginning of the year 25619 0.08 1025619* 2.63
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g.allotment/ transfer/bonus/sweat equity etc): - - - -
At the end of the Year 1025619 2.63
4 L.Visalakshi-Chief Financial Officer
At the beginning of the year - - - -
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g.allotment/ transfer/bonus/sweat equity etc): - - - -
At the end of the Year - - - -
5 K.Senthilkumar-Company Secretary
At the beginning of the year - - - -
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g.allotment/ transfer/bonus/sweat equity etc): - - - -
At the end of the Year - - - -

Note: 1500000 shares alloted to V. Rajagopal and 1000000 shares alloted to CharathRam Narsimhan on 27.3.2014 were not updated in CDSL records as a opening balance hence thealloted shares were taken during the year

V. INDEBTEDNESS

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

(Amount in Lakhs)

Secured Loans excluding deposits unsecured Loans Deposits Total In debtedness
Indebtedness at the beginning of the financial year
i.Principal amount 9340.21 0.00 0.00 9340.21
ii.Interest due but not paid 0.00 0.00 0.00 0.00
iii.Interest accrued but not due 0.00 0.00 0.00 0.00
Total(i+ii+iii) 9340.21 0.00 0.00 9340.21
Change in Indebtedness during the financial year
Addition 0.00 0.00 0.00 0.00
Reduction 1199.27 0.00 0.00 1199.27
Net Change 1199.27 0.00 0.00 1199.27
Indebtedness at the end of the financial year 0.00 0.00
i.Principal amount 8140.94 0.00 0.00 8140.94
ii.Interest due but not paid 0.00 0.00 0.00 0.00
iii.Interest accrued but not due 0.00 0.00 0.00 0.00
Total(i+ii+iii) 8140.94 0.00 0.00 8140.94

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Amount in Lakhs)

Sl.No. Particulars of Remuneration Name of MD/WTD/Manager Charath Ram Narsimhan Managing Director Total Amount
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 NIL NIL
(b) Value of Perquisites u/s 17(2) Income tax Act1961 NIL NIL
(c) Profits in lieu of salary under section 17(3) Income-tax Act1961 NIL NIL
2 Stock Option NIL NIL
3 Sweat Equity NIL NIL
4 Commission
-as % of profit
-othersSpecify NIL NIL
5 Othersplease specify NIL NIL
Total (A) NIL NIL

B. Remuneration to other directors:

(Amount in Lakhs)

S.No. Particulars of Remuneration Name of Directors Total Amount
N.K.Ranganath P.S.Raman Nidhi Reddy Ramji Sinha
1 Independent Directors 0.21 0.09 0.09 0.02 0.41
Fee for attending Board/Committee Meetings
Commission Nil Nil Nil Nil Nil
OthersPlease specify Nil Nil Nil Nil Nil
Total (1) 0.21 0.09 0.09 0.02 0.41
2 Other Non-Executive Directors Nil Nil Nil Nil Nil
Fee for attending Board/Committee Meetings
Commission Nil Nil Nil Nil Nil
OthersPlease specify Nil Nil Nil Nil Nil
Total(2) Nil Nil Nil Nil Nil
Total (B)=(1+2) 0.21 0.09 0.09 0.02 0.41
Total Managerial Remuneration 0.21 0.09 0.09 0.02 0.41

C. REMuNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs.in Lakhs)

S.No. Particulars of Remuneration CEO Company Secretary CFO Total
1 Gross Salary
(d) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 0.00 4.80 16.20 21.00
(e) Value of Perquisites u/s 17(2) Income tax Act1961 0.00 0.00 0.00 0.00
(f) Profits in lieu of salary under section 17(3) Income-tax Act1961 0.00 0.00 0.00 0.00
2 Stock Option 0.00 0.00 0.00 0.00
3 Sweat Equity 0.00 0.00 0.00 0.00
4 Commission 0.00 0.00 0.00 0.00
-as % of profit
-othersSpecify
5 Othersplease specify 0.00 0.00 0.00 0.00
Total 0.00 4.80 16.20 21.00

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/NCLT/ COuRT) Appeal made if any (give Details)
A.COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B.DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C.OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

CELEBRITY FASHIONS LIMITED

SDF - IV & C 2 THIRD MAIN ROAD

MEPZ - SEZ TAMBARAM

CHENNAI - 600045

I S.Bhaskar Company Secretary in Practice have conducted the secretarial audit ofthe compliance of applicable statutory provisions and the adherence to good corporatepractices by CELEBRITY FASHIONS LIMITED. (hereinafter called "the company").Secretarial Audit was conducted in a manner that provided by me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the CELEBRITY FASHIONS LIMITED books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit

I hereby report that in my opinion the company has during the audit period coveringthe financial year ended on 31st March 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter: I haveexamined the books papers minute books forms and returns filed and other recordsmaintained by CELEBRITY FASHIONS LIMITED for the financial year ended on 31stMarch 2015accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993.

(vi) The payment of gratuity act 1972;

(vii) The Payment of Bonus Act 1965;

(viii) The Payment of Wages Act 1936;

(ix) The Employees Provident Funds and Miscellaneous Provisions Act 1952;

(x) The Employees’ State Insurance Act 1948;

(xi) The Factories Act 1948;

(xii) The Water (Prevention & Control of Pollution) Act 1974

(xiii) The Air (Prevention & Control of Pollution) Act 1981

(xiv) The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

(xv) The Contract Labour (Regulation and Abolition) Act 1970

(xvi) The Special Economic Zones Act 2005

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

During the period under review there were no events which required specific complianceof the provisions of

(i) the Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(ii) the Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(iii) the Securities and Exchange Board of India (Buyback of Securities) Regulations1998

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above subject to the followobservations

1. There has been a delay on transfering of amounts required to be transfered to theInvestor Education and Protection fund by the Company which is detailed below: -Rs. 33799outstanding since November 13 2013

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agendaitems before themeeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Date: 21st May 2015 S.Bhaskar
Place: Chennai Practicing Company Secretary
ACS No: 10798
CP No: 8315

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