Ladies and Gentlemen
Your Directors present the 33rd Annual Report of the Company along with the auditedstatement of accounts for the year ended 31st March 2022.
|Particulars ||31-3-2022 ||31-3-2021 |
|Sales Turnover ||0 ||0 |
|Profit / Loss before Interest Depreciation and Tax ||(274698) ||(327115) |
|Less : Interest ||0 ||0 |
|Depreciation ||3629 ||3629 |
|Net Profit / Loss for the perio ||(278327) ||(330744) |
During the year under review the Company has effected zero Turnover. During the yearthe Company has partly reversed the provision made for Generator Tax payable to the extentof Rs 5.59 lakhs which has been shown as other Income. Since the Lenders have alreadysold all the nine units under SARFAESI Act the Company is not in a position to pay theGenerator Tax now or in future. The pandemic spread of Covid-19 across the Country ratheracross the World since March 2020 including Wave I Wave II and thereafter Omicron haveaffected the business activities as a whole very badly and the economic of the Country isseverely hit. As stated earlier the company is no longer a going concern.. The companyis facing severe financial crisis . The day-today expenses are still being met byborrowing funds from the Managing Director. Even the Managing Director and the ExecutiveDirector are not being paid their salary regularly since September.2017. As already stated the Lenders have sold the entire Assets of the Company and adjusted the proceeds againstthe loan due from the company. Even after adjusting the entire sale proceeds against theloan there remains huge amount to be settled by the company. The company has requestedthe Lenders to let the company wind-up as it is not possible to meet all legal compliancesand Statutory expenses. The Company could not pay even the Annual Listing Fee to the StockExchanges for six Financial years since 2016-17. In view of non-payment of Annual ListingFee the trading of Equity Shares of the Company is suspended. M/s Bombay Stock ExchangeLtd vide their e.mail dated 13-10-2020 has informed the trading of the shares have beensuspended for more than six months and consequently the company has made out grounds forcompulsory de-listing of shares by which Regulation 23 which states that " Where acompany has been compulsory delisted the Promoter of the Company shall acquire delistedEquity Shares form the public shareholders by paying them the value that may be determinedby the valuer within three months form the date of delisting. In response to the abovethe Company has replied that the Promoters and their Associates are not in a positioneither to acquire the delisted shares as stated above or to pay the arrears of AnnualListing Fee to the Stock Exchanges since the company has become financially sick.
In respect of the penalty amount of Rs.73048152 imposed by the income taxdepartment Company lost his appeal in the Honble Supreme Court of India. Howeverthe Company is considering filing Review Petition in the Supreme Court of India. Hencethe Company has not provided liability in the books of account to the extent liability isunder stated.
The Legal issues against the Company were elaborately disclosed in our previousyears Annual Report. The statuesque remains the same.
No dividend has been recommended for the Financial Year ended 31st March 2022.
The total outstanding dues to the consortium of Lenders as on 31-3-2022 is more than Rs200 crores including interest accrued but not paid. As stated earlier the Lenders haverealized a sum of Rs 191.05 crores by selling the entire Assets of the Company throughe-auction. The Lenders have adjusted the sale proceeds against loan due from the company.Even after adjusting the said amount the company owes huge sum to the Banks and thecompany is not having any assets to pay the balance dues.
The Director General of Foreign Trade Coimbatore had imposed a penalty of Rs559028760 towards non fulfilment export obligation in respect of 45 licenses issued tothe company and the Assistant Commissioner of Customs Chennai had imposed the penalty ofRs. 15377000 towards Non-fulfillment of the export obligation in respect of 6 licensesissued to the Company. Since the lenders have sold the entire assets of the company thereis no source of income / revenue to the Company. Therefore the Company is not in aposition to pay the above said two demands.
DEPOSIT : NIL
A separate Report on the Corporate Governance is enclosed as part of this AnnualReport. The Auditors of the Company have also given their certificate relating tocompliance of Corporate Governance and this report is annexed to the report of CorporateGovernance as is required by the Listing Agreement.
The companys shares are listed in National Stock Exchange of India Ltd BombayStock Exchange Ltd and The Calcutta Stock Exchange Ltd. The company has not paid listingfee to the above Exchange since the Financial Year 2016-17 onwards. The company hasalready applied for de-listing of its equity shares to Calcutta Stock Exchange Ltd and theOrders are awaited. However Listing Fees to NSE and BSE are in arrears.
NUMBER OF MEETINGS OF THE BOARD.
Details of number of meetings of Board of Directors and Committees thereof and theattendance of the Directors in such meetings are provided in the Corporate GovernanceReport attached elsewhere in the Annual Report.
DIRECTORS RESPONSIBILTY STATEMENT.
In terms of the requirement of Section 134 (3) (c) of the Companies Act 2013 theDirectors hereby confirm:
1) that in the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures
2) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theaccounting year namely March 31 2022 and of the profit / loss of the Company for thatperiod.
3) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4) the Directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate
5) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and are operating effectively.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY.
As per the requirements of the provisions of the Companies Act 2013 a Nomination& Remuneration Committee was formed by the Board of Directors consisting of
1. Sri. N. Venkatesan
Chairman ( Non-Executive Independent )
2. Smt. M.V. Suryaprabha
Member (Non-Executive Independent )
3. Sri. R.P.Joshua
Member ( Non-Executive Independent )
The said committee has been empowered and authorized to exercise the power as entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company has a policyon Directors appointment and remuneration including criteria for determiningqualification positive attributes independence of a Director and other matters providedunder sub-section (3) of Section 178 of the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 (6 ) of the Companies Act 2013so as to qualify themselves to be appointed / continued as Independent Directors under theprovisions of the Companies Act 2013 and the relevant Rules there under.
EXPLANATION & COMMENDS
The reports of Statutory Auditors appearing elsewhere in the Annual Report and that ofthe Secretarial Auditors ( annexed hereto ) are self-explanatory having no adversecomments.
PARTICULARS OF LOANS / GUARANTEE / INVESTMENTS
Details as per the provisions of Section 186 of the Companies Act 2013 is given underNotes to Financial Statements.
PARTICULARS OF CONTRACT WITH RELATED PARTY
There has been no related party transaction during the year 2021-22.
There is no material changes or commitments after closure of the financial year tillthe date of this report.
a) Statutory Auditors
The present Statutory Auditors M/s.K.N. Swamy&Co Chartered Accountants retiresat the ensuing Annual General Meeting and they have given necessary certificate in termsof Section 224 (1) (b) of the Companies Act 1956. They are entitled to be re-appointed.They have consented and confirmed their eligibility and desire to continue as StatutoryAuditors of the Company.
b) Cost Auditor
The Lenders have sold the entire Manufacturing Units of the Company and therefore theappointment of Cost Auditor as per the Provisions of the Companies Act 2013 is notapplicable c) Secretarial Auditor.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. V.M.Vennila a Practicing Company Secretary to undertake the SecretarialAudit of the Company for the financial year 2021-22.
The erstwhile qualified Company Secretary Mr. Maxim Joseph suddenly passed away on24-12-2019 and thereafter the company has qualified Company Secretary. The Company hasissued Newspaper advertisements in Trinity Mirror and Makkal Kural On 9-1-2020 calling forfrom the qualified person for the post of Company Secretary . The Company has not receivedany response till date and therefore the Company has not yet appointed qualified CompanySecretary. The Stock Exchanges have issued notice for the non-compliance and leviedpenalty.
In pursuance of the applicable provisions of Section 177 of the Companies Act 2013 acommittee of Directors consisting of three Directors has been constituted as AuditCommittee. The Directors who are the members of this committee are
1) Sri. N.Venkatesan - Independent Director
2) Sri. R.P.Joshua - Nominee Director
3) Smt .M.V Suryaprabha - Independent Director The Board has accepted therecommendations of the committee and there were no incidences of deviation from suchrecommendations during the financial year under review. The company has devised a VigilMechanism in the form of a Whistle Blower Policy in pursuance of the provisions of Section177 ( 10) of the Companies Act 2013 . During the year under review there were nocomplaints received under this mechanism.
In pursuance of the applicable provisions of Section 178 (5) of the Companies Act 2013a committee of Directors consisting of three Directors has been constituted asStakeholders Relationship Committee. The Directors who are the members of this committeeare
1) Sri. N.Venkatesan - Independent Director
2) Sri. Manoj Kumar Tibrewal - Managing Director
3) Sri. Mohanlal Tibrewal - Executive Director
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of the provisions of Section 135 of the Companies Act 2013 a CorporateSocial Responsibility Committee is to be constituted for the purpose of implementing theCorporate Social Responsibility. As on date the Company does not come under the categoryof Companies who have to implement this scheme.
INDUSTRIAL RELATIONS : Not Applicable
ENERGY CONSUMPTION :
TECNOLOGY ABSORPTION :
FOREIGN EXCHANGE EARNINGS AND OUTGO :
EVALUATION OF BOARDs PERFORMANCE
On the advise of the Board of Directors the Nomination and Remuneration Committee the company have formulated the criteria for the evaluation of the performance of Board ofDirectors Independent Directors Non-Independent Directors and the Chairman of the Board.Based on that performance evaluation has been undertaken. The Independent Directors havealso convened a separate meeting for this purpose. All the results and the evaluation hasbeen communicated to the Chairman of the Board of Directors. All the Directors of theBoard are familiar with the business of the company. GENERAL : Does not arise.
MATTERS AS MAY BE PRESCRIBED
As per Rule 8(5) of the Companies ( Accounts ) Rule 2014 certain additionalinformation are provided. : Does not arise.
Your Directors wish to thank and record their appreciation to all those who have beenassociated with the company.
| ||By order of the Board |
| ||For GANGOTRI TEXTILES LIMITED |
| ||MANOJ KUMAR TIBREWAL |
| ||Managing Director |
|Place : Coimbatore ||MOHANLAL TIBREWAL |
|Date : 14-05-2022 ||Executive Director |