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Cravatex Ltd.

BSE: 509472 Sector: Others
NSE: N.A. ISIN Code: INE145E01017
BSE 00:00 | 16 Apr 247.75 6.70
(2.78%)
OPEN

257.00

HIGH

257.00

LOW

240.20

NSE 05:30 | 01 Jan Cravatex Ltd
OPEN 257.00
PREVIOUS CLOSE 241.05
VOLUME 301
52-Week high 360.00
52-Week low 211.00
P/E 13.36
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 257.00
CLOSE 241.05
VOLUME 301
52-Week high 360.00
52-Week low 211.00
P/E 13.36
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cravatex Ltd. (CRAVATEX) - Director Report

Company director report

BOARD'S REPORT

To The Members of Cravatex Limited

Your Directors are presenting the Sixty Eighth Annual Report on thebusiness and operation of your Company together with the Audited Financial Statements ofthe Company including Audited Balance Sheet and the Statement of Profit and Loss for thefinancial year ended March 31 2020.

Current Year Previous Year
Rupees in Lacs Rupees in Lacs
FINANCIAL HIGHLIGHTS
Earnings before Finance Cost Depreciation and Taxation 420.23 479.72
Less : Finance Cost 80.07 101.59
Less : Depreciation 84.87 82.92
Profit (Loss) before Exceptional Item 255.29 295.21
Exceptional Item
Profit (Loss) before Tax 255.29 295.21
Tax Expense
Current Tax (44.53) (69.50)
Deferred Tax Asset / (Liability) 21.39 11.31
Excess Tax Provision for Earlier years (10.58)
Profit (Loss) after Taxation 232.15 226.44
Other Comprehensive Income / (Loss) (5.32) (1.97)
Total Comprehensive Income / (Loss) 226.83 224.47

STATEMENT OF COMPANY AFFAIRS

The Financial Year 2019-20 witnessed weak macro economic conditions andgrowth slow down in the overall market. With outbreak of Corona Virus at the fag end ofthe year made matters more challenging. Though the income stream of the company by way oflease rentals have not been affected during the FY 2019-20 the trading business wasstalled in the month of March 2020 impacting further growth in the revenue.

The total revenue from operations of the Company for the year underreview was Rs 242.07 lacs as against Rs. 103.95 lacs in the previous year. The increase inrevenue was driven by trading business. The profit before finance cost depreciation andtaxation stood at Rs. 420.23 lacs as against Rs. 479.72 lacs for the previous year mainlydue to write off of old bad debt of Rs 35 lacs cleaning the balance sheet . The matter issubjudice and it will be written back on settlement in future. However profit after taxfor the year at Rs. 232.15 lacs as against Rs. 226.44 lacs for the previous year wasmarginally higher. The total comprehensive income for the year was Rs. 226.83 lacs asagainst Rs. 224.47 lacs for the previous year.

PANDEMIC COVID-19

The pandemic virus Covid-19 reached India by March 2020. The lockdownand restrictions imposed by the Government on various activities due to the Virus posedchallenges to the business of the Company and its subsidiaries. The business operationswere shut down and adversely impacted. For ensuring safety of employees work from homepolicy was immediately implemented. All the government advisories/compliances anddisciplines were followed meticulously. The management continued to work very hard forkeeping the company and its subsidiaries ready and fit for operations as and when thenormalcy returns post lifting of lockdown.

DIVIDEND

During the Financial Year 2019-20 the Board of Directors in itsmeeting held on February 12 2020 declared an Interim Dividend of Rs.2/- (20%) per EquityShare of Rs.10/- each for the financial year 2019-20 payable to those Members whose nameappears in the Register of Members/ Depository Participant as on February 27 2020. Thetotal outflow on dividend account was Rs. 51.68 lacs (excluding Dividend Distribution Tax)

The Directors are now pleased to recommend dividend of Rs.0.40 (4%) pershare of Rs.10/- each on 7575000 4% Non-Convertible Cumulative Redeemable PreferenceShares and on 942500 4% Non-Convertible Cumulative Redeemable Preference Shares onprorata basis for the financial year ended 2019-20 subject to tax deduction at source.The total outflow on this dividend account will be Rs.33.58 lacs.

The Directors are also pleased to recommend final dividend of Rs.1/-(10%) per equity share of Rs.10/- each for the financial year 2019-20. The total outflowon this dividend account will be Rs.25.84 lacs.

EQUITY SHARE CAPITAL

The total issued subscribed and fully paid up equity share capital ofthe Company as on March 31 2020 was Rs.25841600/- divided into 2584160 equity sharesof Rs. 10/- each (listed on BSE).

PREFERENCE SHARES

The unlisted 4% Non-convertible Cumulative Redeemable Preference Shares(preference shares) issued by the Company on private placement basis standing as on April1 2019 was Rs. 85175000/- divided into 8517500 preference shares of Rs. 10/- each.

The Board of Directors in its meeting held on February 12 2020redeemed 942500 nos. of preference shares of Rs.10/- each aggregating to Rs. 9425000/-out of the sum lying in the profit and loss account of the Company.

Consequent to the said reduction the total preference shares issued bythe Company as on March 31 2020 was Rs. 75750000/ - divided into 7575000 preferenceshares of Rs. 10/- each.

TRANSFER TO RESERVES

The Company has not transferred any amount to the general reservesduring the financial year under review.

FIXED DEPOSITS

The Company does not have any fixed deposits covered under Chapter V ofthe Companies Act 2013 as on March 31 2020 and accordingly there were no unclaimeddeposits as on that date.

INSURANCE

The fixed assets of the Company have been adequately insured during thefinancial year under review.

DIRECTORS & KMP

— Mr. Rajesh Batra (DIN 00020764) is retiring by rotation andbeing eligible offers himself for re-appointment.

— Mr. Rajesh Batra (DIN 00020764) was re-appointed as the ManagingDirector of the Company for a period of 3 (three) years with effect from June 1 2019 toMay 31 2022.

— Mr. N. Santhanam (DIN 00027724) and Dr. S.D. Israni (DIN00125532) were re-appointed as the Independent Directors of the Company for second term of5 (five) years with effect from April 1 2019 to March 31 2024.

— Mr. Rajiv Batra (DIN 00748729) ceased to be a Non-executiveDirector of the Company with effect from closing hours of March 30 2020 consequent to hisresignation. The Board of Directors convey their appreciation for the valuable guidance byMr. Rajiv Batra during his association with the Company.

— During the year under review based on the recommendations ofthe Nomination & Remuneration Committee the Board of Directors have made thefollowing appointments subject to members' approval in the forthcoming Annual GeneralMeeting of the company.

• Mrs. Pheroza Jimmy Bilimoria (DIN 00191386) was re-appointed asan Independent Director of the Company not liable to retire by rotation to hold officefor second term of 5 (five) consecutive years with effect from August 14 2020 upto August13 2025.

• Mr. Divakar G. Kamath (DIN: 08730430) was appointed as anAdditional Director designated as Executive Director and CFO with effect from April 12020.

• Mr. Rohan Batra (DIN : 02574195) was appointed as an AdditionalDirector with effect from April 1 2020.

In terms of Section 149 and other applicable provisions of the ActMrs. Pheroza Jimmy Bilimoria (DIN 00191386) being eligible is offering herself forre-appointment and is proposed to be re-appointed as Independent Directors on therecommendation of the Nomination & Remuneration Committee and on the basis of theoutcome of their performance evaluation up to the financial year 2019-20 for a secondterm of 5 (five) consecutive years commencing from August 14 2020 upto August 13 2025subject to the approval of the shareholders by passing Special Resolution.

In accordance with the provisions of Section 161 of the Act Mr.Divakar G. Kamath and Mr. Rohan Batra as Additional Directors shall hold office upto thedate of the forthcoming Annual General Meeting of the Company and being eligible offertheir candidature for appointment as Director of the Company.

Members approval for Mr. Divakar G. Kamath's appointment asExecutive Director and Chief Financial Officer Mr. Rohan Batra's appointment asNon-Executive Non-Independent Director and Mrs. Pheroza Jimmy Bilimoria'sre-appointed as an Independent Director for second term has been sought in the Noticeconvening the Annual General Meeting of the Company.

Dr. S.D. Israni Mr. N. Santhanam and Mrs. Pheroza Jimmy BilimoriaIndependent Directors have registered themselves for inclusion of their name in theIndependent Directors Data Bank of The Indian Institute of Corporate Affairs. In theopinion of the Board the said Independent Directors have the integrity expertise andexperience for their re-appointment as Independent Directors in the Company.

There are no appointment/cessation of the Key Managerial Persons (KMP)during the financial year ended March 31 2020.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

AUDIT COMMITTEE

The details pertaining to the composition of audit committee areincluded in the Corporate Governance Report which forms part of this report.

SUBSIDIARY

During the year under Report No Company have become or ceased to beany Subsidiaries Joint Ventures or Associate Companies. However the Company have thefollowing Subsidiaries:

(I) CRAVATEX BRANDS LTD (CBL)

The Brands division of CBL started off at a slow pace during the year2019-20 due to the overall economic slow down. On the back of the increase in customs dutyon footwear and sharp depreciation of the Indian rupee versus the US dollar the businessbecame tougher. With the economic slowdown dampening consumer sentiments and the demandthe brands division still managed to exhibit a revenue growth in double digits on a netsales basis.

– Real estate and Gym sectors generate substantial revenues forCBL's Wellness division. These sectors suffered due to liquidity crunch prevailing inthe overall economy resulting in lower revenues for our Wellness division. The divisionstruggled through the calendar year 2019. The last month of Q4 of FY generates its maximumrevenue. There was strong opening order book for Q4 FY19-20 as expected. However thepandemic Covid-19 derailed the business and severely impacted the fag end revenues.

With COVID-19 being declared as a global pandemic during the lastquarter of FY19-20 which culminated into a complete nationwide lockdown with effect from21st March 2020 the most revenue generating quarter for the company turned out to be itsworst. For the brands' division matters turned worst when the custom duty onimported footwear was further increased in the Union Budget of Feb'2020. Though theoverall growth was insignificant CBL averted degrowth in its revenue. The FY19-20revenues were marginally higher than the previous year.

For the year ended on 31st March 2020 CBL recorded a total revenue ofRs 153.35 Crs displaying a small growth of 2.2% over previous year. With negligiblerevenue growth and normal annual increase in costs CBL recorded a loss before financecost depreciation and tax at Rs 26.95 Crs vis--vis a loss of Rs 11.13 Crs in theprevious year. Overall economic slowdown liquidity crunch and further increase in importduty on imported footwear coupled with COVID-19 completely destroying the most revenuegenerating quarter had an impact on the revenue and the overall profitability ofCBL.Courtesy COVID-19 most of the country is in a state of lockdown the average consumerrestricted to his/her house and capex plans being postponed by gym chains/fitnesscentres/real estate companies. The focus will be on conserving cash and increasing workingcapital efficiency to tide through FY20-21.

(II) BB (UK) Limited (BBUK)

BB(UK) Limited operating from United Kingdom is a 100% subsidiary ofthe company. It is engaged in designing sourcing and marketing of branded apparel andfootwear as a licensee for the Fila brand. It caters to customers in highly competitivemarkets of UK Ireland Europe Middle East and USA etc. Despite Brexit blues BBUKperformance has been extremely good since last few years. It was reported as one of thefastest growing companies in the UK owned by an Indian parent in the year 2019. Thecompany is led by Mr Rajiv Batra supported by a team of highly motivated professionals intheir respective fields of expertise.

After registering a turnover growth of 134% in previous year BBUKachieved a turnover growth of 10% during the current FY 2019-20. The performance isconsidered as very good on the backdrop of higher base number overall global slow downand the lockdown due to Covid-19 in March 2020. Total revenue of BBUK in current INR termsduring FY 2019-20 was Rs. 624Cr vis a vis Rs. 567Cr in the previous year and Profit beforetax was Rs 19Cr vis a vis Rs 28 Cr in the previous year. The profitability during the yearwas impacted due to lockdown in March 2020 and some increase in marketing and operatingcost.

BBUK shut down it's offices from March 2020 due to lockdown forcontainment of Covid-19. However trading continued on a muted basis through on linechannels. The subsidiary was able to re-open its office in the third week of May '20.Europe and the UK markets are beginning to open gradually. With scaled down businessoperations during most part of the Q1 of financial year 2020-21 and the anticipatedcautious spends post Covid BBUK's performance for the year 2020-21 is expected to beaffected negatively. BBUK's top management and the entire team are working very hardfor restoring the normal operations and reclaim the lost business revenues as much aspossible.

The salient features of the financial statement of the subsidiary isset out in the prescribed Form AOC-1 as Annexure IV which forms part of the board report.

The financial statement of the subsidiaries for the financial yearended March 31 2020 will be kept open for inspection for the Members at the website ofthe Company upto and including the date of the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 theDirectors state that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE

The company believes in high standards of Corporate Governance. YourCompany has taken necessary steps for ensuring compliance of all mandatory provisions ofCorporate Governance in terms of Regulation 4(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A separate report on Corporate Governance isincorporated as a part of the Annual Report along with a Certificate from a PracticingCompany Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed and forms a part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information required pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with The Companies (Accounts) Rules 2014 is given in the Annexure I tothis Report.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business carried on by the Companyand of its Subsidiary. The Company has not changed the class of business in which theCompany has interest.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

CONSOLIDATED ACCOUNTS

The Company had adopted the Indian Accounting Standards (IND AS) fromApril 1 2017 and accordingly the consolidated financial statements have been preparedin accordance with the recognition and measurement principles in IND AS Interim FinancialReporting and those prescribed under the Companies Act 2013 read with the relevant rulesissued thereunder and the other accounting principles issued by the Institute of CharteredAccountants of India.

ANNUAL RETURN

An extract of the annual return in Form MGT-9 referred to in Section92(3) of the Companies Act 2013 placed on the website of the Company atwww.cravatex.com/investors.

PARTICULARS OF THE EMPLOYEES

The Information required under Section 197(12) of the Companies Act2013 read with rules made thereunder is included in the board report as Annexure II andforms part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 an annual performanceevaluation of the Board is undertaken. The Board formally assesses its own performancewith an aim to improve the effectiveness of the Board and the Committees. A structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard functioning composition and the Board and its committees culture execution andperformance of specific duties obligations and governance.

In case Independent Directors the performance evaluation is undertakenbased on various criteria such as their delivery contribution to the Board/Committeesattendance at the respective meetings sharing of best practices engaging with topmanagement team etc.. The performance of the Chairman and Non-Independent Directors werealso carried out by the Independent Directors.

As an outcome of the above exercise it was noted that the functioningof the Board as a whole Independent Directors Non Independent Directors and the Chairmanwas satisfactory and well conducted.

NUMBER OF BOARD MEEETINGS

The Company held 5 (five) Board Meetings during the Financial Year 2019- 20. These were on May 24 2019 August 14 2019 November 13 2019 February 12 2020and March 6 2020.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under section 186of the Companies Act 2013 are given in the notes to the financial statement.

WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy as part of mechanism toprovide a fair avenues to the Directors and employees for reporting genuine concerns orgrievances on any issue which is perceived to be in violation/conflict with the Code ofthe Company. The Policy has been posted on the website of the Company.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation 19 of the SEBI (LODR) Regulations 2015 the Remuneration Policy has beenformulated and adopted by the Board. The salient features are as follows:

PURPOSE OF THE POLICY

(a) To provide guidelines to the Board while identifying persons forappointment as directors / for positions in senior management

(b) To identify and evaluate the suitability of persons forrecommending them to the Board for their appointment as directors including managingdirectors and executive directors as also persons who may be appointed in seniormanagement positions.

(c) To recommend to the Board the Remuneration payable to theDirectors Key Managerial Personnel and Senior Management.

The terms of remuneration shall be based keeping in view variousaspects including qualifications experience performance commitment leadership skillsetc.

(d) To devise plans from time to time to motivate retain and promotetalent so as to ensure long term continuity of such personnel and in the process creatingcompetitive advantage for the Company.

ROLE OF THE COMMITTEE

(a) To identify persons who are suitable for appointment as directors.

(b) To recommend the remuneration policy for the directors KMP andsenior management. (c) To formulate the criteria for evaluation of Independent Directorsand the Board; (d) To devise a policy on Board diversity.

(e) To disclose the remuneration policy and the evaluation criteria inits Annual Report.

(f) To recommend Board about the appointment and removal of directors.

(g) While formulating such a policy the Committee shall ensure that:

— the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully;

— relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

The entire policy is also disseminated on the website of the Company atwww.cravatex.com/investor.

RELATED PARTY TRANSACTIONS

All related party transactions are placed before the audit committeeand board for approval.

The Company has not entered into any contract/arrangement/transactionwith its related parties which is not in the ordinary course of business or not atarm's length during the financial year 2019-20. There are no materialcontract/arrangement/transaction with related parties at arms length basis during the yearunder review. Accordingly the disclosure relating to Form AOC-2 is not attachedseparately.

The Company has laid down policies and processes/procedures so as toensure compliance to Section 188 of the Companies Act 2013 and the corresponding Rules.The details of related party transactions for the financial year 2019-20 are provided inNote 37 of the audited financial statements.

There are no transactions during the financial year under review withany person or entity belonging to the promoter/promoter group which hold(s) 10% or moreshareholding in the listed entity.

The Company's Policy on Materiality of related party transactionsand dealing with related party transactions is available on the Company's website at:www.cravatex.com/investors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture

CORPORATE SOCIAL RESPONSIBILITY

Since the company has reported average losses in the three immediatelypreceding financial years and not being the specified class of company the provisions ofSection 135 of the Companies Act 2013 were not applicable to the Company. As the Companyceased to be a company covered under sub-section (1) of section 135 of the Act for threeconsecutive financial years the Board of Directors in its meeting held on May 24 2019dissolved the CSR committee and decided to re-constitute the same as and when theprovision of the Act would become applicable.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Hemanshu Kapadia & Associates Practising Company Secretary to conductthe Secretarial Audit for the financial year 2019-20. The secretarial audit report isincluded as Annexure III and forms a part of this report.

INTERNAL CONTROL SYSTEMS

Objective evaluation of adequacy and efficiency of internal controlsand systems are done by qualified audit firm and monitored closely by the top management.Present control systems are considered as adequate for the size of business.

RISK MANAGEMENT

The risks that the Company is exposed to in the normal circumstance andthe measures taken by the Company to tackle the same are as follows:

Sr. No. Risk Description Key Risk Matrix Mitigation Measure
1 Destruction of properties and assets due to fire etc Loss of assets resulting in financial loss. Comprehensive insurance is taken and monitored from time to time for adequacy.
2 Loss of income from office premises Fall in rentals in the market Premises falling vacant A duly registered Leave and License is contracted with reputed Licensee for a certain period.

AUDITORS' REPORT

The are no fraud to be reported as required under Section 134(3)(ca) ofthe Companies Act 2013.

There are no qualifications reservation adverse remark or disclaimermade by the Auditors of the Company under Section 134(3)(f) of the Companies Act 2013.

The Secretarial Auditors have pointed out certain oversights which havebeen noted for rectification. Accordingly web address of nomination and remunerationpolicy has been mentioned in board's report and sexual harassment details areincorporated in corporate governance report in the Annual report for the financial year2019-20. The consolidated financial statements for quarter ended 31/12/2019 needed to besigned by a designated person which has been now complied with. Further there was delayin issue of share certificates which as explained by RTA it was due to surge in volume onaccount of SEBI circular with regards to fixing the deadline for transfer for financialyear 2018-19.

STATUTORY AUDITORS

M/s. GPS and Associates Chartered Accountants Mumbai (Firm Regd. No.121344W) were appointed as the Statutory Auditors of the Company in the 65th AnnualGeneral Meeting of the Company to hold office for a period of 5 years from the conclusionof the 65th Annual General Meeting until the conclusion of the 70th Annual GeneralMeeting. The said Statutory Auditor shall hold office until the conclusion of the 70thAnnual General Meeting.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and conducive workenvironment to all women employees. The Company strives hard to ensure that all womenemployees are treated with dignity and respect and are committed to providing a workenvironment free of sexual harassment. Pursuant to the Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013 and rules made thereunder theCompany has a Policy for prevention of Sexual Harassment in the Company. This policy isapplicable to all women personnel defined in the said act. The Company has complied withthe applicable provisions of the aforesaid Act including constitution of the InternalComplaints Committee.

During the financial year 2019-20 there were no cases filed pursuantto Sexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act2013.

TRANSFER OF UNCLAIMED SHARES TO IEPF

Section 124(6) of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Amendment Rules 2017 and General Circular No.12/2017 dated October 16 2017stipulated that shares on which dividend has not been paid or claimed for 7 consecutiveyears or more are to be transferred to the Investor Education and Protection Fund (IEPF)a Fund constituted by the Government of India under Section 125 of the Companies Act2013.

Accordingly the Company had sent individual notices to the respectiveshareholders at their latest available address in the records of Company and Depositoriesproviding the details of shares which are due for transfer requesting them to claim theirunpaid dividends on or before September 5 2019 and avoid the transfer of their shares toIEPF. The Company had also published a newspaper notice in Business Standard in EnglishLanguage and in Sakal in Marathi Language to this effect. In case where no valid claim wasreceived on or before September 5 2019 the Company would take necessary steps to issueduplicate share certificate (for the shares held in physical mode) and issue deliveryinstruction slip (for the shares held in demat mode) and transfer the shares to IEPFaccount. Accordingly 1768 Equity Shares of the Company have been transferred to theInvestor Education and Protection Fund (IEPF) during the financial year 2019-20 inaccordance with Section 125 of the Companies Act 2013 read with the rules madethereunder.

SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standardsissued by The Institute of Company Secretaries of India and notified by the CentralGovernment.

COST RECORDS

As per Section 148(1) of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 the maintenance of cost records is not mandated for the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for theefforts hard work dedication and commitment put by employees at all levels as also forthe valuable support extended by the Members Bankers and other business associates.

Place : Mumbai For and on behalf of the Board of Directors
Dated : June 29 2020 Rajesh Batra
CIN : L93010MH1951PLC008546 Chairman & Managing Director
Registered Office: DIN: 00020764
Matulya Center 2nd Floor
Senapati Bapat Marg
Lower Parel (W) Mumbai - 400013.
Tel. No.: +91 22 66667474 Fax No.: +91 22 24973210
E-mail: investors@cravatex.com
Website: www.cravatex.com

Annexure I

ANNEXURE TO THE DIRECTORS' REPORT

Additional information as required under The Companies (Accounts)Rules 2014.

A. CONSERVATION OF ENERGY

(a) The steps taken on conservation of energy :

The consumption of electricity/energy is restricted to its officepremises. The Company has been making optimum use of electrical energy by regularmaintenance of office electrical installations. Regular monitoring is done for preventingwastage of energy.

(b) Impact on conservation of energy:

Not discernable

(c) The steps taken by the company for utilising alternate sources ofenergy

None as the Company is not engaged in any manufacturing activities andthe energy consumption is restricted for its office premise and it is insignificant.

(d) The capital investment on energy conservation equipments:

None presently.

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption;

Not Applicable as the Company is not engaged in any Hitech orManufacturing Activities.

(ii) The benefits derived like product improvement cost reductionproduct development or import substitution;

Not Applicable

(iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)-(a) the details of technologyimported; (b) the year of import; (c) whether the technology been fully absorbed; (d) ifnot fully absorbed areas where absorption has not taken place and the reasons thereof;and Not Applicable (iv) The expenditure incurred on Research and Development.

None

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the yearand the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

2019-20 2018-19
Rupees in Lacs Rupees in Lacs
Earnings: Dividend Income from BB (UK) Limited 266.93 275.52
(Subsidiary of the company)
Expenditure:

.