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Celebrity Fashions Ltd.

BSE: 532695 Sector: Industrials
NSE: CELEBRITY ISIN Code: INE185H01016
BSE 10:40 | 29 Jun 13.40 0.12
(0.90%)
OPEN

13.33

HIGH

13.54

LOW

13.33

NSE 10:28 | 29 Jun 13.40 0.15
(1.13%)
OPEN

13.00

HIGH

13.50

LOW

12.80

OPEN 13.33
PREVIOUS CLOSE 13.28
VOLUME 331
52-Week high 22.30
52-Week low 8.20
P/E 7.88
Mkt Cap.(Rs cr) 69
Buy Price 13.27
Buy Qty 150.00
Sell Price 13.40
Sell Qty 969.00
OPEN 13.33
CLOSE 13.28
VOLUME 331
52-Week high 22.30
52-Week low 8.20
P/E 7.88
Mkt Cap.(Rs cr) 69
Buy Price 13.27
Buy Qty 150.00
Sell Price 13.40
Sell Qty 969.00

Celebrity Fashions Ltd. (CELEBRITY) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the Board’s Report along with theAudited Financial Statements of the Company for the financial year ended 31 st March2021.

FINANCIAL SUMMARY

The Company’s performance during the year as compared with previous year issummarized below:

(Rs. In Crores)

Particulars FY 2020-21 FY 2019-20
Revenue From operations 232.77 232.50
EBITDA 6.96 18.56
Interest Cost 5.80 8.06
Profit / (Loss) before depreciation and tax 1.16 10.50
Depreciation 6.73 9.30
Profit/ (Loss) before exceptional item and tax (5.57) 1.20
Exceptional Item - 15.64
Provision for Taxation - -
Profit / (Loss) after tax (5.57) 16.84
Other Comprehensive Income (0.46) (0.91)
Total Comprehensive Income (6.03) 15.93
Earnings per Share (In Rs.) (1.26) 3.34

PERFORMANCE REVIEW

The Company’s revenue from operations for FY 2020-21 was Rs. 232.77 crore comparedto Rs. 232.50 crore in the previous year an increase of 0.12% over the previous year. TheOperating EBITDA stood at Rs.6.96 crs against Rs.18.56 crs the previous year.

Cost of Materials & Changes in inventories

The cost of materials adjusted for changes in inventories of finished goods and work inprogress is 59.19 % as against 51.98 % in the previous year.

Employee Costs

The manpower cost for the year is 23.59% to revenues as against 25.80% in the previousyear.

Depreciation

Depreciation during the year reduced to Rs.6.73 crores as against Rs.9.30 crores in theprevious year.

Finance Costs

Finance cost for the year reduced to Rs. 5.8 crores as against 8.06 crores in theprevious year.

Profit before tax and net profits

The profits/loss before exceptional item is Rs.(5.57) crores as against Rs.1.20 croresin the previous year.

The net profit/loss after the year as against Rs.15.93 crores in the previous year.

SHARE CAPITAL

The paid-up equity share capital as on March 312021 stood at Rs. 477680050/-divided into 47768005 Equity Shares of Face Value of Rs.10/- (Rupee Ten Only) each.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights.

The paid-up preference share capital as on March 312021 stood at Rs. 251045000/-divided into 25104500 1% Cumulative Redeemable Preference shares of Rs.10/- (Rupees TenOnly) each.

DIVIDEND

Due to the losses incurred by the Company in the earlier years the Board of Directorshave not recommended any dividend for the financial year ended 31 st March 2021.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserve for the financial yearended 31st March2021.

FINANCE AND ACCOUNTS

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 read withSection 133 of Companies Act 2013 (the ‘Act’) and other relevant provisions ofthe Act.

Due to the losses incurred by the Company in the earlier years there is no provisionfor Income Tax. 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 balances and written down value of fixed assets under IncomeTax.

Effective 01st April 2019 the company has adopted Ind AS 116 "Leases" andapplied the Standard to its leases retrospectively and has recognized the effectadjustment in the opening retained earnings on the date of initial application (01April2019). Accordingly previous year results have not been restated. Company has chosen tocreate right to use asset at an amount equal to lease liability as on date of initialapplication. There has been no adjustment to opening retained earnings.

DEPOSITS

During FY 2020-21 the Company did not accept any deposit within the meaning ofsections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits)Rules 2014 and accordingly no amount on account of principal or interest on publicdeposits was outstanding as on 31st March2021.

CASH FLOW STATEMENT

In conformity with the provisions of Section 134 of Companies Act 2013 and Regulation34 2(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCash flow statement for the year ended 31st March2021 forms part of this Annual

Report.

COVID-19 IMPACT

The outbreak of COVID-19 across globe and India has resulted in pandemic. The centraland state government has imposed various lockdown during the first quarter of 2020-21 toprevent the spread. The Company has shut down factories / office and operationalactivities impacting the business during the 1st quarter of the financial year. Howeverthis does not affect the going concern status of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with the related parties entered during the year were in theordinary course of business and on Arm’s length basis. Details of such transactionsare given in the accompanying financial statements. The Company has framed a policy onRelated Party Transactions and the same has been displayed in the Company’s websitewww.celebritygroup.com for exceptional item & tax is Rs.(6.03) crores during Furtherthe prescribed details of related party transactions of the Company in Form No. AOC-2 interms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014is given in Annexure 2 to this Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary or associate or joint venture company.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis which formspart of this report are set out separately along with the Certificate from the Auditors ofthe Company regarding compliance of conditions of Corporate Governance and Certificatefrom a Board of the Company have been debarred or disqualified from being appointed orcontinuing as directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority as stipulated in Schedule V read with Regulation 34(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for all the members of the Board and SeniorManagement personnel of the Company. The Code of Conduct is available on theCompany’s website: www.celebritygroup.com.

All members of the Board and senior management personnel have affirmed compliance tothe Code as on March 31 2021.

As stipulated under Regulation 34 (3) and Schedule V (D) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a declaration Signed by Mr. VidyuthRajagopal Managing Director to this effect is annexed to the report on Corporategovernance which forms part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 and Schedule VII of the CompaniesAct 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended the Board of Directors have constituted a CSR Committee. The details of theCommittee are provided in the Corporate Governance Report which forms part of this AnnualReport.

As there have been carry forward losses provisions of Section 135 of Companies Act2013 pertaining to Corporate Social Responsibility are not applicable to the Company. Thecontents of the CSR Policy of the Company as approved by the Board on the recommendationof the CSR Committee is available on the website of the Company and can be accessedthrough the website www.celebritygroup.com.

ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177 (9) of Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a vigilmechanism established to enable all employees and the directors to report in good faithabout any violation of the Policy. The Audit Committee of the Board oversees thefunctioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees anddirectors is hosted in the Company’s Website www.celebritygroup.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors: Resignations

No resignations during the financial year 2020-21.

Appointment/Re-appointment

Re-appointment of Mr. Vidyuth Rajagopal as Managing Director

The board at its meeting held on 21st May 2021 re-appointed Mr. Vidyuth Rajagopal asManaging Director of the Company effective 08th August 2021 to hold the office for aperiod of three years on such terms and conditions subject to the approval of theshareholders at the AGM.

Re-appointment of Mr. K. Sridhar as an Independent Director

The board at its meeting held on 21st May 2021 re-appointed Mr. K. Sridhar as anIndependent Director of the Company effective 01st August 2021 to hold the office for aperiod of three years on such terms and conditions subject to the approval of theshareholders at the AGM.

Retirement by Rotation

Mrs. Rama Rajagopal Non-Executive Director retires by rotation and being eligiblehas offered herself for re-appointment. Based on the recommendation of the Nomination andRemuneration Committee the Board recommends the re-appointment of Mrs. Rama Rajagopal asdirector liable to retire by Secretary in practice that none of the directors on the rotation.The Board recommends the aforementioned appointments for approval of the members at theensuing AGM. Brief resume expertise in specific functional areas names of listedcompanies in which the above-named directors hold directorships committee memberships/chairmanships disclosure of relationships between directors inter-se shareholding etc.are furnished in notice of the ensuing AGM.

Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

1. Mr. Vidyuth Rajagopal - Managing Director
2. Mr. S. Venkataraghavan - Chief Financial Officer
3. Mr. A. Rishi Kumar - Company Secretary

During the year there has been no change in the Key Managerial Personnel.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year ended 31st March 2021 there were no pending options to bevested or exercised.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 as amended an extract of theAnnual Return of the Company in the prescribed form MGT-9 is annexed as Annexure 3to this Annual Report. The Annual Return has been hosted on the website of the Companyviz. www.celebritygroup.com.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (six) times during the financial year 2020-21 i.e. 16thApril 2020 25th June 2020 12th September 2020 11th November 2020 27th January 2021 and11th February 2021. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details of all Board/ Committee meetingsheld are given in the Corporate Governance Report.

AUDIT COMMITTEE

Pursuant to Section 177 (8) of Companies Act 2013 the particulars relating to theComposition terms of reference and other details about the Audit Committee has beendetailed in the Corporate Governance Report which forms part of this Annual Report.

During the year all the recommendations of the Audit Committee were accepted by theBoard.

REMUNERATION POLICY

The Remuneration policy of the company has been structured to match the market trendsof the industry qualifications and experience of the employee and responsibilitieshandled by them.

The Policy inter alia provides for the following:

a) attract recruit and retain good and exceptional talent;

b) list down the criteria for determining the qualifications positive attributes andindependence of the directors of the Company;

c) ensure that the remuneration of the directors key managerial personnel and otheremployees is performance driven motivates them recognises their merits and achievementsand promotes excellence in their performance;

d) motivate such personnel to align their individual interests with the interests ofthe Company and further the interests of its stakeholders;

e) ensure a transparent nomination process for directors with the diversity of thoughtexperience knowledge perspective and gender in the Board; and

f) fulfill the Company’s objectives and goals including in relation to goodcorporate governance transparency and sustained long term value creation for itsstakeholders.

Particulars pertaining to constitution of the Nomination and remuneration Committee andits terms of reference has been detailed in the Corporate Governance Report which formspart of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has not made any investment. Further theCompany has not given any loans or corporate guarantee or provided any security during theyear.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date of thisReport.

BOARD EVALUATION

An annual performance evaluation of all Directors the Committees of Directors and theBoard as a whole for the year under review was carried out. For the purpose of carryingout performance evaluation assessment questionnaires were circulated to all Directors andtheir feedback was obtained and recorded.

DISCLOSURE AS PER THE COMPANIES (ACCOUNTS) RULES 2014

Change in nature of business if any: Nil

The name of Companies which have become or ceased to be its subsidiaries JointVentures or Associate companies during the Financial year: Not Applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

The Company was not in receipt of any orders from the regulator / courts / tribunalsimpacting the going concern status of future operations of the Company.

The Company was in receipt of the notice / order from statutory authorities during theyear for claim not acknowledged as debts by the company. The details of the same have beenprovided in Note 46 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. A report of Auditors pursuant toSection 143(3) (i) of the Companies Act 2013 certifying the adequacy of InternalFinancial Controls is annexed with the Auditors report. Adequate systems and processescommensurate with the size of the Company and of its business are put in place to ensurecompliance with the provisions of all applicable laws and such systems and processes areoperating effectively.

Audit Committee and Board of Directors of the Company were appraised on the performanceof the IFC.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has framed RiskManagement Policy which lays down the frame work define assess monitor andmitigate the business operational financial and other risks associated with the businessof the Company. The Company has been addressing various risks impacting the Company inManagement Discussion and Analysis Report which forms part of this Annual Report.

During the year under review the company has not identified any element of risk whichmay threaten the existence of the company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their role rights andresponsibility of the Directors the working of the Company nature of the Industry inwhich the Company operates business model etc.

The details of such familiarization programmes for the Independent Directors aredisclosed on the website of the Company www.celebritygroup.com.

AUDITORS

Statutory Auditors

M/s SRSV & Associates Chartered Accountants Chennai were appointed as StatutoryAuditors of years at the Companyfor Annual Generalperiod of five Meeting(AGM) of the Members held on 25th September 2017 on a remuneration mutually agreed uponby the Board of Directors and the Statutory Auditors. Their appointment was subject toratification by the Members at every subsequent AGM held after the AGM held on 25thSeptember 2017. Pursuant to the amendments made to Section 139 of the Companies Act 2013by the Companies (Amendment) Act 2017 effective from May 7 2018 the requirement ofseeking ratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.

The Annual Accounts of the Company including its Balance Sheet Statement of Profit andLoss and Cash Flow Statement including the Notes and Schedules to the Accounts have beenaudited by M/s. SRSV & Associates Chartered Accountants Chennai. The StatutoryAuditors’ Report does not contain any qualification reservation or adverse remark onfinancial Statements of the Company. The Auditors’ Report is enclosed with thefinancial statements in this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. BP & Associates Practicing Company Secretaries as theSecretarial Auditors of the Company to undertake the Secretarial Audit for the financialyear 2020-21. The Secretarial Audit Report issued by M/s. BP & Associates SecretarialAuditors for the Financial Year ended 31st March 2021 is annexed with the report asAnnexure 4.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies(Accounts) Rules 2014 and all other applicable provisions (including any amendmentthereto) if any of the Companies Act 2013 and as recommended by the audit committee M/s.RVKS & Associates Chartered Accountants Chennai were appointed as the InternalAuditors of the company for the Financial Year 2020-21. The audit conducted by theInternal Auditors is based on an internal audit plan which is reviewed each quarter inconsultation with the Audit Committee. These audits are based on risk based methodologyand inter alia involve the review of internal controls and governance processes adherenceto management policies and review of statutory compliances. The Internal Auditors sharetheir findings on an ongoing basis during the financial year for corrective action. TheAudit Committee oversees the work of Internal Auditors.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activity carried out by the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

LISTING

The equity shares of the Company are listed at the BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE). The applicable annual listing fees have been paidto the Stock Exchanges before the due dates.

DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT 2013

No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure 1 to thisAnnual Report.

Statement containing Particulars of Employees pursuant to Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and Rule 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 also annexed in Annexure 1 whichforms part of this Annual Report. Pursuant to the provisions of the Section 136(1) of theCompanies Act 2013 the reports and accounts as set out therein are being sent to allmembers of the Company excluding the aforesaid information and the same is open forinspection at the registered office of the Company during working hours upto the date ofAnnual General Meeting.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the financial year 2020-21 no unpaid or unclaimed dividend was required to betransferred to IEPF.

INTERNAL COMPLAINTS COMMITTEE

The 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 Complaints Committee (ICC) was set up to redress the complaints receivedfrom women regarding sexual harassment and discrimination at workplace.

The Constitution of the ICC is as per the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and the committee includes externalmembers from NGOs.

During the year ended 31st March 2021 the ICC did not receive any complaintpertaining to sexual harassment/discrimination at the work location.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsto the best of their knowledge and ability confirm that:-

a) In preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed and there are nomaterial departures.

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period.

c) They have taken proper and sufficient accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

Based on the framework of internal financial established and maintained by the Companywork performed by the internal statutory and secretarial auditors and externalconsultants including audit of internal financial controls over financial reporting bythe statutory auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that theCompany’s internal financial controls were adequate and effective during financialyear 2020-21.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

A. Conservation of Energy:

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

B. Technology absorption: Not applicable.
C. Foreign Exchange Earning and Outgo :
a. Total Foreign exchange earned (FOB Value) : `212.59 Crs
b. Total Foreign exchange outgo : ` 62.64 Crs

HUMAN RESOURCES AND EMPLOYEE RELATIONS

The Board of Directors commends the continued dedication of all its employees. Detailsof Human Resources and Employee Relations and matters incidental there to are provided inthe Management Discussion and Analysis Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors’ and ‘GeneralMeetings’ respectively.

ACKNOWLEDGEMENT

We wish to place on record our sincere appreciation for the support received fromvarious Central and State Government Departments organizations and agencies. We wouldalso like to acknowledge all stakeholders of your Company viz. Shareholders customersdealers vendors banks and other business partners for excellent support received fromthem during the Financial Year under review. We also express appreciation to all theemployees of the Company for their commitment and continued contribution to the growth ofthe Company.

For and on behalf of the Board
Venkatesh Rajagopal
Place: Chennai Chairman
Date: 21st May 2021 (DIN: 00003625)

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