Your Directors present the 20th (Twentieth) Board's Report together with the Audited Statement of Accounts (Standalone &
Consolidated) for the year ended 31st March 2025.
1. FINANCIAL RESULT
The Standalone and Consolidated financial highlights of your Company for the year ended 31st March 2025 are
summarized as follows:
(' in Crores)
|
Financial Results
|
Standalone
|
Consolidated
|
| |
FY 2024-25
|
FY 2023-24
|
FY 2024-25
|
FY 2023-24
|
|
Revenue from Operations / Other Income
|
*
|
*
|
*
|
*
|
|
EBITDA
|
*
|
*
|
*
|
*
|
|
Finance cost
|
*
|
*
|
*
|
*
|
|
Depreciation
|
*
|
*
|
*
|
*
|
|
Profit / (Loss) / before Tax
|
*
|
*
|
*
|
*
|
|
Tax expense / (Credit) - including Deferred tax
|
*
|
*
|
*
|
*
|
|
Profit / (Loss) for the year from continuing operations
|
*
|
|
|
|
|
Profit / (Loss) for the year from discontinued operations
|
(7.82)
|
(12.04)
|
(7.82)
|
(12.04)
|
|
Other Comprehensive Income (net of Tax)
|
0.39
|
(0.05)
|
0.39
|
(0.05)
|
|
Total Comprehensive loss for the year
|
(7.43)
|
(12.09)
|
(7.43)
|
(12.09)
|
*Since Cotton Yarn manufacturing operations were discontinued during the second quarter of FY 2022-23, there is no
revenue / expenses from operations for FY 2024-25.
2. FINANCIAL PERFORMANCE
Company's cotton yarn manufacturing operations was discontinued w.e.f. 13.06.2022 on account of unsustainable
wages, paucity of working capital and steep increase in cotton prices, which resulted in lower capacity utilization and
making the operations unviable. In view of this, there was no operating revenue for the financial year 2024-25. Total of
the Fixed and other expenses incurred during the year were disclosed under the heading “Profit/(Loss) for the year from
discontinued operations” and breakup of the same is given herein below.
Amount ' in Crs.
|
Particulars
|
FY 2024-25
|
FY 2023-24
|
|
Income from Sales and other Income
|
0.77
|
0.93
|
|
Profit on sale of Property, plant and Equipment
|
6.90
|
2.50
|
|
Total Income
|
7.67
|
3.43
|
|
Less : Expenses
|
|
|
|
Raw material cost
|
0.23
|
--
|
|
Finance Cost
|
7.28
|
10.19
|
|
Employee Cost and Administrative Expenses
|
2.76
|
5.52
|
|
Commission, brokerage, liquidated damage on sale of land
|
5.39
|
-
|
|
VRS Compensation paid to workmen
|
-
|
1.26
|
|
Total Expenses
|
15.66
|
16.97
|
|
Profit/(Loss) before tax on discontinued operation
|
(7.99)
|
(13.54)
|
|
Tax expenses thereon (including deferred tax)
|
(0.17)
|
(1.50)
|
|
Profit/(Loss)on discontinued operation
|
(7.82)
|
(12.04)
|
3. STATUS OF DISPOSAL OF PROPERTY PLANT AND
EQUIPMENT
Pursuant to the stoppage of Cotton yarn manufacturing
operations of the company with effect from 13.06.2022,
your Board has taken effective steps to sell the assets
of the company and to pay the dues of the workmen
& employees, bankers, creditors etc. The company's
bankers have issued NOC for sale of assets and
thereby, the company has sold 25.72 acres of Freehold
Land for a Sale consideration of Rs 87.14 Cr and also
sold machinery and other assets. From the net sale
proceeds, the company has repaid / paid (i) Banks'
dues fully without any haircut (ii) VRS settlement to
workmen and (iii) certain other liabilities (Creditors,
ICDs and un- secured loans).Consequent to repayment
of banks dues fully, the status of the account has
become” Standard.”
Demand scenario of the Indian Textiles Industry
is showing signs of improvement with various
Government initiatives viz. Execution of FTA with
UK, advance negotiations with EU on FTA, higher
budgetary allocation in FY 2025-26 for Textiles sector,
enhanced credit access, export promotion measures,
creation of the Bharat Trade Net digital platform which
will streamline trade documentation, facilitate smoother
global integration and ease market access for small and
medium textile enterprises, etc. China plus one policy
adopted by many countries in procurement and Political
tensions, coupled with economic woes at Bangladesh
and Sri Lanka.
Since all bank dues and other major Liabilities have
already been paid, the company can take advantage
of the improved demand situation for Indian textiles
industry and can carry on outsourcing of cotton yarn
/ Trading in cotton yarn or any other business as
permitted in the objects clause of the Memorandum of
Association, for better prospects of the company.
In line with this, the company, by utilizing available
funds, has already commenced the business of Trading
in cotton yarn.
4. CHANGE IN LEADERSHIP
Chairman and Managing Director
Shri. B.K.Patodia, Chairman and Managing Director
vide his letter dated 23.7.2025 communicated to the
Board that he would like to take retirement from the day
to day activities of the company on the closing of Board
meeting date of 5th August 2025, due to his advancing
age and related health concerns.
He has been at the helm of the affairs of the company
over six decades and has taken the reins of “GTN” in
1966 at a very young age of 21. Today, Brand GTN
had emerged itself as a “Hallmark of Excellence” in
global markets. GTN group had won over fifty Cotton
Yarn Exports Awards during the last 35 years for export
excellence under his able leadership. His visionary
approach was a game changer in the Industry. Imbibing
state of the art technology, promotion of compact
spinning, use of internationally acclaimed cottons like
American Supima and Egyptian Giza are few among
them. GTN entered the global niche market in the early
1980's and is one among the first from India.
He had played a key role in the growth of the industry
by associating in various organizations as (i) Chairman
of Indian Cotton Mills' Federation (now known as
Confederation of Indian Textile Industry) New Delhi,
(ii) Chairman of Cotton Textiles Export Council
(Texprocil) Mumbai, (iii) Chairman of Southern India
Mills' Association, Coimbatore, (iv) President of the
Employers' Federation of Southern India, Chennai and
(v) President of the Cochin Chamber of Commerce and
Industry, Cochin.
He was the Past Chairman of the Joint Cotton Committee
of International Textile Manufacturers Federation (ITMF),
Zurich. He was also a member of the (i) Advisory
Board on the Committee of Management of ITMF and
(ii) Spinners Committee of ITMF. He was a member of
Cotton Advisory Board Constituted by the Ministry of
Textiles, Government of India for a long period. He had
also associated with Dr. M.S.Swaminathan, the eminent
agricultural scientist in drafting the Technology Mission
of Cotton plan which was included in the ninth Five
Year Plan, under the aegis of CITI (erstwhile ICMF) and
SIMA.
His futuristic approach had played a vital role in
expanding the export market for Indian players. He
had his footprints in opening up Japanese, U.S.A,
Chinese and European markets even under the quota
regime facilitating export of cotton textiles worldwide.
He led delegations and represented the Industry and
visited many countries. He had also played a key
role in paving the way for the creation of Technology
Upgradation Fund-Scheme, which made the industry
globally competitive. His guidance and experience has
facilitated these organizations and the Industry in their
journey towards excellence and prominence across the
world.
He has always set a benchmark with his extraordinary
vision, process driven organizational ability and keen
pursuit of excellence. Under his able leadership, GTN
Group began its journey with a singular mission, to spin
a legacy of excellence and create an indelible impact in
the world of specialty cotton yarn manufacturing.
5. CHAIRMAN EMERITUS
Considering Shri. B.K.Patodia's outstanding and
selfless service for development, growth and success
of the company, and his path breaking and visionary
contribution towards Indian textile Industry over
the last six decades, the Board has conferred upon
Shri. B.K. Patodia lifetime title of “Chairman Emeritus”
effective from 6th August 2025.
Your Board noted that during the year under review, Shri
B.K. Patodia received distinguished recognition from
CITI's Exemplary Service Award for 2024 acknowledging
his valuable contribution towards growth of the Indian
textile industry. He was also honoured by Mr Christian
Schindler, Director General ITMF, for his best services on
the Board of ITMF (International Textile Manufacturers
Federation) for 14 years by who personally presented
the award to him.
6. APPOINTMENT OF SHRI. UMANG PATODIA AS
CHAIRMAN & MANAGING DIRECTOR, EFFECTIVE
FROM 6TH AUGUST 2025
As per third proviso of subsection 3 of Section 203 of
the Companies Act, 2013, the Board has unanimously
appointed Shri. Umang Patodia as Chairman and
Managing Director of the Company effective 6th August
2025. Shri Umang Patodia is the elder son of Shri B. K.
Patodia and joined in GTN Group in 1989. He has been
an integral part of the Group for the past 36 years. He
is the Managing Director of M/s. Patspin India Limited
since 1994, part of GTN Group, which manufactures
and exports fine cotton yarns, knitted fabrics and
garments. In 2003, he started Young Entrepreneurs
Group (YEG) within the Confederation of Indian Textile
Industry (CITI). He is also a Committee member of CITI
and SIMA. He has been past Chairman of CII, Kerala
and founding Chair of Yi, Kochi.
7. DIVIDEND
In view of the losses for the financial year ended 31st
March 2025, the Board of Directors, regret their inability
to recommend any dividend for the year 2024-25.
8. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements, prepared in
accordance with the applicable Indian Accounting
Standards issued by the Institute of Chartered
Accountants of India and Regulation 33 of the SEBI
(LODR) Regulations, 2015 together with Auditors
Report. The Auditors, report on the consolidated
financial statements also attached. The same is with
unmodified opinion (unqualified).
9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY
The Company did not have any Subsidiary or Joint
Venture during the financial year. The Company has
one Associate Company, Patspin India Limited.
10. MANAGEMENT DISCUSSION AND ANALYSIS
As mentioned in item 2, “Financial Performance” above,
the manufacturing operations of the company has been
suspended with effect from 13.6.2022. Since major part
of the property, plant and equipment have been disposed
of and liabilities settled, the company now intent to
commence trading in cotton yarn or any other business
as permitted in Object Clause in the Memorandum of
Association. Normal Business challenges are expected
to remain as the Company operates in a competitive
sector. The Company has adequate systems of Internal
Controls commensurate with its size and operations to
ensure orderly and efficient conduct of business. These
controls ensure reduction and detection of fraud and
error, adequacy and completeness of the accounting
records and timely preparation of reliable financial
information.
With the reasons above, the Management Discussion
and Analysis Report on the operations of the Company,
as required under the SEBI (LODR) Regulations, 2015
is not separately attached.
11. PUBLIC DEPOSITS
The Company does not have “Deposits” as
contemplated under Clause V of the Companies Act,
2013. Further, the company has not accepted any such
deposits during the year ended 31st March 2025.
12. CORPORATE GOVERNANCE
The Company has taken the requisite steps to comply
with the recommendations concerning Corporate
Governance.
A separate statement on Corporate Governance
together with a certificate from the Practicing Company
Secretary of the Company regarding compliance of
conditions of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Annual Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONS
All the Directors have affirmed that they have complied
with the Company's Code of Business Conduct & Ethics.
In terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Company's businesses, which are detailed in the
Report on Corporate Governance.
Further, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs. The Independent Directors
who were required to clear the online proficiency self¬
assessment test have passed the test. In the opinion of
the Board, the Independent Directors fulfil the conditions
of independence, are independent of the management,
possess the requisite integrity, experience, expertise,
proficiency and qualifications to the satisfaction of the
Board of Directors.
During the year under review, Shri B.L. Singhal,
Non-Executive Independent Director completed his
second term tenure on 18.9.2024 and ceased to be an
Independent Director of the Company. The company
was very fortunate to have him on the Board for such
a long period and the Board expressed its profound
appreciation for his valuable contribution and guidance,
which has benefited the company.
Other than the above, there is no change in the
composition of the Board of Directors and the Key
Managerial Personnel during the year under review.
Further the Board at its Meeting held on 05.08.2025,
approved the resignation of Chairman & Managing
Director Shri Binod Kumar Patodia (DIN: 00003516) and
re-designated him as “Chairman Emeritus”. The said
meeting also approved appointment of Shri Umang
Patodia (DIN:00003588) as Chairman & Managing
Director for a period of consecutive five years from
06.08.2025 to 05.08.2030 in compliance with provisions
of Section 203(3) of the Companies Act, 2013
The Board also considered and approved
re-appointment of Independent Directors viz; Shri N.K.
Bafna (DIN:00019372) and Shri C.K. Gopalakrishnan
Nair (DIN: 00521840) for a second term tenure of
five consecutive years from the conclusion of the
20th Annual General Meeting till the conclusion of the
25th Annual General Meeting and recommended
the same for shareholders approval at the ensuing
Annual General Meeting.
Pursuant to the requirements of the Companies Act,
2013, Smt. Kalpana M. Thakker (DIN: 08601866),
retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers herself for
re-appointment.TheBoardrecommendstheappointment
/ re-appointment of the above Director for approval.
The brief details of the Director proposed to be appointed
/ re-appointed, as required under Regulation 36 of
SEBI Listing Regulations, are provided in the Notice of
Annual General Meeting.
Shri VN. Balakrishnan Non-Executive Independent
Director completes his first term of five years i and opts
out for his second term, due to advancing age and
certain personal reasons. The Board places on record
its profound appreciation for his valuable contribution
during his long association with the company.
14. KEY MANAGERIAL PERSONNEL
Shri B.K. Patodia, Managing Director, Shri. M. Achuthan,
Chief Financial Officer and Shri E.K.Balakrishnan,
Company Secretary were the Key Managerial Personnel
of your Company, in accordance with the provisions of
Section 203 of the Companies Act 2013 during the year
under review.
15. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 6 (Six) times during the
financial year 2024-25. The details of the meetings of
the Board of Directors of the Company convened and
attended by the Directors during the financial year
2024-25 are given in the Corporate Governance Report
which forms part of this Annual Report.
16. MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Director
of the Comapny met on 8th March 2025 without the
presence of Non-Independent Directors and members
of the Management for more details, visit Corporate
Governance Report annexed to this Report.
17. DIRECTORS’ RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility
for ensuing compliances with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies
Act, 2013 in the preparation of Annual Accounts for the
year ended on 31st March, 2025 and state that:
1. in the preparation of the Annual Accounts, the
applicable Indian Accounting Standards have been
followed and there are no material departures from
the same.
2. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of your company as at 31st March
2025 and of the profit or loss of the company for
that period;
3. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of your company and for preventing and detecting
fraud and other irregularities;
4. the Directors have prepared the Annual Accounts
on a going concern basis;
5. the Directors have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
are operating effectively; and
6. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
18. BOARD EVALUATION
Pursuant to the provisions of Companies Act and
Listing Regulations, the Board has carried out the
annual performance evaluation of its own performance,
Committees of the Board and of the Directors
individually. A structured questionnaire was prepared
after taking into consideration inputs received from
the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution
and performance of specified duties, obligations and
governance.
A separate exercise was carried out to evaluate
the performance of individual Directors, who were
evaluated on parameters such as level of engagement
and contribution, independence of judgement,
safeguarding the interest of the Company.
19. FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director, a formal letter of
appointment is given, which inter alia explains the
role, function, duties and responsibilities expected as
a Director of the Company. This is to provide insights
into the Company to enable the Independent Directors
to understand its business in depth, to familiarize them
with the process, business and functionaries of the
Company and to assist them in performing their role as
Independent Directors of the Company. The Director is
also explained in detail the Compliance required under
the Companies Act, 2013, SEBI (LODR) Regulations,
2015 and other relevant regulations and affirmation
taken with respect to the same.
The Chairman and the Management has also one to
one discussion with the Directors to familiarize with the
company's operations.
20. AUDITORS
M/s. L.U. Krishnan & Co. (Regn.No.001527S) Chartered
Accountants, Chennai were appointed as the Auditors
of the Company for second term of 5 years at the
17th Annual General Meeting (AGM) held on 30th
September, 2022 to hold office till the conclusion of the
22nd AGM of the Company to be held in the year 2027.
The Auditors' Report for FY 2024-25 does not contain
any qualifications, reservations or adverse remarks.
21. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors as recommended by Audit
Committee and subject to members approval at
this AGM, recommended appointment of Shri. MRL
Narasimha, Practicing Company Secretary (C.P No.
799), as Secretarial Auditors of Company for the term
of 5 (five) consecutive years from 1st April, 2025 to
31st March, 2030.
Secretarial Audit Report for the financial year ended
31st March, 2025 issued by Shri MRL Narasimha
Practising Company Secretary in Form MR-3 forms part
to this report - as Annexure I.
Secretarial Auditors' observation on certain matters and Management's explanation is given below:
|
S. No.
|
Observations
|
Management Reply
|
|
1
|
Non-compliance with the appointment of
Chairperson of stakeholder relationship
committee under Reg 20(2)/2A of SEBI
(LODR) REGULATIONS, 2015. BSE
has levied fine regarding the above
noncompliance amounting to ' 28320/-. The
company has paid Rs 11800 as processing
fee for wavier and the same is under process
with the Listing operation team.
|
BSE vide their email dated 25.10.2024 communicated to the
Company a discrepancy that “Corporate Governance report
filed for quarter ended September 30, 2024 as per Regulation
20(2) of SEBI LODR 2015 does not have a Chairperson for
Stakeholder Relationship Committee (SRC) for the whole
quarter”. Company vide its email dated 28.10.2024 informed
BSE that the Chairperson of SRC had completed his tenure
on 18.9.2024 and the Board at its Meeting held on 13.8.2024
appointed a Non-Executive Independent Director as
Chairperson of SRC. Inadvertently, BSE vide their email dated
21.11.2024 levied a fine of ' 28,320 and BSE vide its email
dated 27.11.2024 advised company to apply for waiver of fine
with a payment of processing fee of ' 11,800 and company's
waiver request dated 29.11.2024 is still under process with
them.
|
|
2.
|
During the year, company entered into a
MOU with Promoter directors' an amount
of Rs 14.58 Crores advanced to Patspin
Limited by the company was adjusted
against outstanding unsecured loan from
Promoter Director as at 31-03-2025, as a
result liabilities in the books of the company
gets reduced to that extent as at 31-03-2025,
sans requisite approval from shareholders.
|
As per MOU dated 30.3.2025, specific loan lying in the name
of Patspin India Limited has been transferred in the name of
Promoter Directors as at 31.3.2025 pursuant to provisions of
Section 269T and 269SS of the Income Tax Act, 1961 after
obtaining legal opinion from the Income Tax Consultants of
the Company.
Company also obtained legal opinion from M/s. Subbaraya
Aiyar Padmanbhan & Ramamani, Advocates Chennai and they
opined that since company obtained necessary approvals
prior to payment of said loan under related party transactions
from Audit Committee/ Shareholders, no further approval is
required for closure of the said loan.
|
22. COST AUDITORS
In terms of the Companies (Cost Records and Audit)
Amendment Rules, 2014 published vide GSR No.
01(E) on 31st December 2014 issued by the Central
Government in terms of the powers conferred by
Section 148 of the Companies Act, 2013, due to the
reduction of the turnover from the auditable product
as per the previous audited financial statement and
also there is no manufacturing operations being held
in the company, the cost audit is not mandatory during
the next financial year 2025-26. Hence Board has not
recommended the appointment of Cost Auditor for the
next FY 2025-26.
23. EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013, read with Rule 12 of
the Companies( Management and Administration)Rules
,2014, the extract of the Annual Return of the company
for the Financial Year 31st March 2025 will be uploaded
on the website of the company and can be accessed at
the www.gtntextiles.com_
24. RELATED PARTY TRANSACTIONS
There were no materially significant related party
transactions entered between the company, directors,
management and their relatives, except for those
disclosed in the financial statements. All the contracts/
arrangements/ transactions entered by the Company
with the related parties during the Financial Year 2024-25
were in the ordinary course of business and on an arm's
length basis, and whenever required the Company has
obtained necessary approvals as per the related party
transaction policy of the Company. Accordingly, the
particulars of contracts or arrangements with related
parties which is required to be disclosed under Section
134(3)(h) read with Section 188(1) of the Companies
Act, 2013 in Form AOC-2 is not applicable to the
Company for Financial Year 2024-25 and, hence, the
same does not form part of the Board's Report.
The Company has formulated the policy on Related
Party Transactions, and the same is available on the
website of the Company at www.gtntextiles.com. The
details of related party disclosures form part of the
notes to the Financial Statements provided in this
Annual Report.
25. LOANS & INVESTMENTS
Details of loans, guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the Notes to Financial Statements
forming part of this report.
26. CREDIT RATING
Company has fully repaid all its bank dues and as on
date there are no bank borrowings, hence no External
credit rating is required.
27. RISK MANAGEMENT
The company has laid down a well-defined risk
management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact and
risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor
business risks. The Audit Committee and the Board
periodically review the risks and suggest steps to be
taken to manage/ mitigate the same through a properly
defined framework.
During the year, a risk analysis and assessment was
conducted, and no major risks were noticed, which may
threaten the existence of the company.
28. VIGIL MECHANISM / WHISTE BLOWER POLICY
The company has a Vigil Mechanism / Whistle Blower
Policy to report genuine concerns or grievances. The
Vigil Mechanism (Whistle Blower Policy) has been
posted on the company's website www.gtntextiles.com.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Even though the provisions of Section 135 (5) of
Companies Act, 2013 regarding Corporate Social
Responsibility are not yet attracted, the company has
been, over the years, pursuing as part of its corporate
philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and
integrates interest, welfare and aspirations of the
community with those of the Company itself in an
environment of partnership for inclusive development.
30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Information required under section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is as follows:
a) Conservation of Energy
The manufacturing operations of the company has
been suspended with effect from 13.6.2022 and major
fixed assets have been sold and most of the liabilities
have been paid. Now the company intends to carry
on outsourcing of cotton yarn manufacturing / trading
in cotton yarn or any other business as permitted in
Object Clause in the Memorandum of Association, and
hence it does not consume heavy electricity
b) Technology absorption
Since no manufacturing activity-Not Applicable.
c) Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings - NIL
Foreign Exchange Outgo - NIL
31. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has an effective internal control and risk
mitigation system designed to effectively control the
operations at its Head Office and Depots. The internal
control systems are designed to ensure that the financial
and other records are reliable for the preparation of
financial statements and for maintaining assets. The
Company has well designed Standard Operating
Procedures. Independent Internal Auditors conduct
audit covering a wide range of operational matters and
ensure compliance with specified standards. Planned
periodic reviews are carried out by Internal Audit.
The findings of Internal Audit are reviewed by the top
management and by the Audit Committee of the Board
of Directors.
Based on the deliberations with Statutory Auditors
to ascertain their views on the financial statements
including the Financial Reporting System and
Compliance to Accounting Policies and Procedures,
the Audit Committee was satisfied with the adequacy
and effectiveness of the Internal Controls and Systems
followed by the company.
32. NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which
lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior
Management of the Company. This policy also lays
down criteria for selection and appointment of Board
Members. More details on the same are given in the
Corporate Governance Report.
33. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
In accordance with the applicable provisions of
Companies Act, 2013 (hereinafter referred to as “the
Act”) read with Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (hereinafter referred to as the “IEPF Rules”), all
unclaimed dividends are required to be transferred
by the Company to the IEPF, after completion of
seven (7) years. Further, according to IEPF Rules,
the shares on which dividend has not been claimed
by the shareholders for seven (7) consecutive years
or more shall be transferred to the demat account of
the IEPF Authority. The details relating to shares on
which dividends were unclaimed are provided in the
General Shareholders Information section of Corporate
Governance report forming part of this Annual Report.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti-sexual harassment
policy in line with the requirements of the sexual
harassment of women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal
Compliance Committee (ICC) is already been functioned
for redressing complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The Company has not received any complaints under
this policy during the year ended 31st March, 2025.
35. PARTICULARS OF EMPLOYEES PURSUANT TO
SECTION 134 (3) (q) OF THE COMPANIES ACT,
2013 READ WITH RULE 5 (1) OF THE COMPANIES
(APPOINTMENT AND REMUENRATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to section 134 (3)
(q) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of
employees of the company will be provided upon
request. In terms of Section 136 of the Act, the Report
and Accounts are being sent to the Members and
others entitled thereto, excluding the information on
employees' particulars which is available for inspection
by the Members at the Registered office of the company
between 11 am and 9 pm on all days except saturdays,
sundays and public holidays up to the date of the
ensuing Annual General meeting. If any Member is
interested in obtaining a copy thereof, such member
may write to the company in this regard.
36. PERSONNEL & INDUSTRIAL RELATIONS
Industrial Relations were cordial and satisfactory. There
were no employees whose particulars are to be given
in terms of Section 134(3)(q) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS
There are no significant and material orders passed by
the Regulators or Courts or Tribunals that would impact
the going concern status of your Company and its
future operations.
38. GENERAL
a) There was no issue of equity shares with differential
rights as to dividend, voting or otherwise: and;
b) There was no issue of shares (including sweat
equity shares) to the employees of the company under
any scheme.
39. ACKNOWLEDGEMENT
Your Directors place on record their gratitude to Central
Bank of India, State Bank of India and the concerned
Departments of the State and Central Government,
valuable customer, Employees and Shareholders
for their assistance, support and co-operation to the
Company.
For and on behalf of the Board of Directors
B.K. PATODIA
Place : Mumbai Chairman
Date : 05.08.2025 (DIN:00003516)
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