Ladies and Gentlemen
Your Directors present the 32nd Annual Report of the Company along with the audited statementof accounts for the year ended 31st March 2021.
|Particulars ||31-3-2021 ||31-3-2020 |
|Sales Turnover ||0 ||0 |
|Profit / Loss before Interest Depreciation and Tax ||(327115) ||(157668) |
|Less : Interest ||0 ||0 |
|Depreciation ||3629 ||3629 |
|Net Profit / Loss for the perio ||(330744) ||(161297) |
During the year under review the Company has effected zero Turnover. The pandemicspread of Covid-19 across the Country rather across the World since March 2020 hasaffected the business activities as a whole very badly and the economic of the Country isseverely hit. Now the second wave of the Covid-19 is spreading and it will take some moremonths to be back to normal. Hence the scenario of your company is unchanged during theyear under review.
Practically the company is no longer a going concern.. The company is facing severefinancial crisis . The day-today expenses are being met by borrowing funds from theManaging Director. Even the Managing Director and the Executive Director are not beingpaid their salary since September.2017. As already stated the Lenders have sold theentire Assets of the Company and adjusted the proceeds against the loan due from thecompany. Even after adjusting the entire sale proceeds against the loan thereremains huge amount to be settled by the company. The company has requested the Lenders tolet the company wind-up as it is not possible to meet all legal compliances andStatutory expenses. The Company could not pay even the Annual Listing Fee to the StockExchanges for five Financial years since 2016-17.
In view of non-payment of Annual Listing Fee the trading of Equity Shares of theCompany is suspended. M/s Bombay Stock Exchange Ltd vide their e.mail dated 13-10-2020has informed the trading of the shares have been suspended for more than six months andconsequently the company has made out grounds for compulsory de-listing of shares by whichRegulation 23 which states that " Where a company has been compulsory delisted thePromoter of the Company shall acquire delisted Equity Shares from the public shareholdersby paying them the value that may be determined by the valuer within three months form thedate of delisting. In response to the above the Company has replied that the Promotersand their Associates are not in a position either to acquire the delisted shares as statedabove or to pay the arrears of Annual Listing Fee to the Stock Exchanges since the companyhas become financially sick.
The Legal issues against the Company were elaborately disclosed in our previous year'sAnnual Report. The statuesque remains the same.
No dividend has been recommended for the Financial Year ended 31st March 2021.
The total outstanding dues to the consortium of Lenders as on 31-3-2021 is more than Rs200 crores including interest accrued but not paid. As stated earlier the Lendershave realized a sum of Rs 191.05 crores by selling the entire Assets of theCompany through e-auction. The Lenders have adjusted the sale proceeds against loan duefrom the company. Even after adjusting the said amount the company owes huge sum to theBanks and the company is not having any assets to pay the balance dues.
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 company's shares are listed in National Stock Exchange of India Ltd Mumbai StockExchange Ltd and The Calcutta Stock Exchange Ltd. The company has not paid listing fee tothe above Exchange since the Financial Year 206-17 onwards. . The company has alreadyapplied for de-listing of its equity shares to Calcutta Stock Exchange Ltd and the Ordersare awaited. However Listing Fees to NSE nad BSE are in arrears.
EXTRACT OF THE ANNUAL RETURN
As per the requirements of provisions of the Companies Act 2013 the extract of theAnnual Return in the prescribed Form MGT-9 is annexed hereto as Annexure 1 forming part ofthis report.
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
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 2021 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) that the Directors have prepared the Annual Accounts on a non going concern basis.
5) the Directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate
6) 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 are no transactions taken place during the year. Since hence not applicable.
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 retires at the ensuing Annual General Meeting andthey have given necessary certificate in terms of Section 224 (1) (b) of the CompaniesAct 1956. They are entitled to be re-appointed. They have consented and confirmed theireligibility and desire to continue as Statutory Auditors 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 theCompanies ( Appointment and Remuneration of Managerial Personnel ) Rules 2014 theCompany has appointed Mrs. V.M.Vennila a Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2020-21
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 the recommendations of the committee and there were noincidences of deviation from such recommendations during the financial year under review.
The company has devised a Vigil Mechanism in the form of a Whistle Blower Policy inpursuance of the provisions of Section 177 ( 10) of the Companies Act 2013 . During theyear under review there were no complaints 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 :
ENERGY CONSUMPTION :
TECNOLOGY ABSORPTION :
FOREIGN EXCHANGE EARNINGS AND OUTGO :
EVALUATION OF BOARD's 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 performanceevaluation has been undertaken. The Independent Directors have also convened a separatemeeting for this purpose. All the results and the evaluation has been communicated to theChairman of the Board of Directors. All the Directors of the Board are familiar with thebusiness 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 the employees of thecompany for their continued support.
By order of the Board
For GANGOTRI TEXTILES LIMITED
MANOJ KUMAR TIBREWAL
Place : Coimbatore
Date : 29-04-2021