Dear Members,
The Directors are pleased to present the 34th Annual Report along with the
Audited Financial Statements for the year ended 31st March, 2023.
FINANCIAL SUMMARY
The Companys performance during the year as compared with previous year is summarized
below:
(Rs. In Crores)
Particulars |
FY 2022-23 |
FY 2021-22 |
| Revenue from operations |
364.21 |
327.69 |
| EBITDA |
21.60 |
22.07 |
| Interest Cost |
7.22 |
5.98 |
| Profit / (Loss) before depreciation and tax |
14.38 |
16.09 |
| Depreciation |
8.23 |
7.31 |
Profit/ (Loss) before exceptional item and tax |
6.15 |
8.78 |
| Exceptional Item |
- |
- |
| Provision for Taxation |
- |
- |
Profit / (Loss) after tax 6.15 8.78 |
| Other Comprehensive Income |
0.55 |
(2.46) |
| Total Comprehensive Income |
6.70 |
6.32 |
| Earnings per Share (In Rs.) |
1.30 |
1.30 |
PERFORMANCE REVIEW
The Companys revenue from operations for FY 2022-23 is Rs. 364.21 crore compared to
Rs. 327.69 crore in the previous year, an increase of 11.14 % over the previous year. The
Operating EBITDA stood at Rs.21.60 crs against Rs.22.07 crs the previous year.
Cost of Materials & Changes in inventories
The cost of materials adjusted for changes in inventories of finished goods and work in
progress is 55.79 % to revenues as against 61.89 % in the previous year.
Employee Costs
The manpower cost for the year is 22.12 % to revenues as against 19.99 % in the
previous year.
Depreciation
Depreciation during the year stood at Rs.8.23 crores as against Rs.7.31 crores in the
previous year.
Finance Costs
Finance Cost for the year stood at Rs.7.22 crores as against Rs. 5.98 crores in the
previous year.
Profit before tax and net profits
The profits/loss before exceptional the previous year.
The net profit/loss after accounting for exceptional item & tax is Rs.6.70 crores
during the year as against Rs.6.32 crores in the previous year.
Changes in Capital Structure
During the year, the following changes were effected in the Share Capital of the
Company:-
a) Increase in Authorised Share Capital
The Authorised Share Capital of the Company was increased from Rs.80 Crores to Rs.90
Crores. The above increase in authorised share capital was approved by shareholders by way
of postal ballot dated 15th March 2023.
The Share Capital of the Company as on 31st March 2023 is as below:
Authorised Share Capital |
|
| 6,40,00,000 Equity Shares of Rs.10 each |
64,00,00,000 |
| 2,60,00,000 1% Cumulative Redeemable |
|
| Preference Shares of Rs.10 each |
26,00,00,000 |
Subscribed and Paid-up Capital |
|
| 5,40,54,113 Equity Shares of Rs.10 each |
54,05,41,130 |
| 2,00,83,600 1% Cumulative Redeemable |
|
| Preference Shares of Rs.10 each |
20,08,36,000 |
The Company has neither come up with any Right Issue / issuing shares with differential
voting rights, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme
to the employees during the Financial Year 2022-23.
b) Preferential Issue of Equity Shares:
During the year under review, the Company made preferential issue of 23,81,832 equity
shares each to Citrine Fund Limited & Arial Holdings 1 (FPI) at Rs.21.08/- each
(including premium of Rs. 11.08/- each) as per the SEBI (ICDR) Regulations and other
applicable provisions of the Companies Act, 2013.
Out of the 47,63,664 equity shares issued, the board of directors at their meeting held
on 31st March 2023 have allotted 23,81,832 equity shares on preferential basis to Citrine
Fund Limited, Foreign Portfolio Investor.
Consequent upon allotment of 23,81,832 equity shares on preferential basis, the paid-up
Equity share capital of the Company has been increased from Rs. 5,16,72,281/- to
Rs.5,40,54,113/-.
The preferential issue of equity shares was approved by shareholders by way of postal
ballot dated 15th March 2023.
There are no deviation(s) or variation(s) in the use of proceeds of the preferential
issue from the specified objects of the issue.
c) Redemption of 1% Cumulative Redeemable Preference Shares:
The Company had redeemed 50,20,900 1% Cumulative redeemable preference shares on 29th
April 2023 out of the proceeds from preferential allotment of equity shares made on 31st
March 2023 which was ratified by the shareholders at the EGM held on 29th April 2023..
Dividend
Due to the losses incurred by the Company in the earlier years, the Board of Directors
have not recommended any dividend for the financial year ended 31st March 2023.
Transfer to Reserves
The Company has not transferred any amount to general reserve for the financial year
ended 31st March 2023.
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 with
Section 133 of Companies Act, 2013, (the ‘Act) and other relevant provisions of the
Act. is Rs.6.15 crores as against Rs.8.78 crores in Due to the losses incurred by the
Company in the earlier years, there is no provision for Income Tax. The Company has
recognized Deferred Tax Asset in unabsorbed depreciation and accumulated losses to the
extent of corresponding deferred tax liability on the difference between the book balances
and written down value of fixed assets under Income Tax.
Deposits
During FY 2022-23, the Company did not accept any deposit within the meaning of
Sections 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 public
deposits was outstanding as on 31st March 2023.
Cash Flow Statement
In conformity with the provisions of Section 134 of Companies Act, 2013 and Regulation
34 2(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Cash flow statement for the year ended 31st March 2023 forms part of this Annual
Report.
Particulars of Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in ordinary course of business and on an arms length basis
and were placed and approved by the Audit Committee. During the financial year 2022-23,
the Company had not entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with the provisions of the Act.
Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.
The Company has framed a policy on Related Party Transactions and the same has been
displayed on the Companys website www.celebritygroup.com.
During the financial year 2022-23, there were no materially significant the related
parties, which were in conflict with the interests of the Company and that require an
approval of the Members in terms of the SEBI Listing Regulations. During the year ended
March 31, 2023, the approval of the Members was obtained for the material RPTs (under SEBI
Listing Regulations) to be entered into with Indian Terrain Fashions Limited for the FY
2022-23.
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 forms
part of this reportaresetoutseparatelyalongwiththeCertificatefrom the Secretarial Auditors
of the Company regarding compliance of conditions of Corporate Governance and Certificate
directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate
Affairs or any such statutory authority as stipulated in Schedule V read 34(3) of the SEBI
(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 Senior
Management personnel of the Company. The Code of Conduct is available on the Companys
website: www.celebritygroup.com.
All members of the Board and senior management personnel have affirmed to the Code as
on March 31, 2023.
As stipulated under Regulation 34 (3) and Schedule V (D) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a declaration Signed by Mr. Vidyuth
Rajagopal, Managing Director to this effectis annexed to the report on Corporate
governance, which forms part of this annual report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 and Schedule VII of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended, the Board of Directors have adopted a policy on CSR as recommended by the CSR
committee duly constituted and the said policy is available on the Companys website
www.celebritygroup.com. The composition and terms of reference of the CSR Committee is
detailed in the Corporate Governance report forming part of this annual report.
Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, is given in Annexure 3, which forms
part of this Report.
ESTABLISHMENT OF VIGIL MECHANISM
Pursuant to Section 177 (9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has a vigil
mechanism established, to enable all employees and the directors to report in good faith
about any violation of the Policy. The Audit Committee of the Board oversees the
functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and
directors is hosted in the Companys Website www.celebritygroup.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors: Resignations
No resignations during the financial year 2022-23.
Retirement by Rotation
Mrs. Rama Rajagopal, (DIN 00003565) Executive Director, retires by rotation and being
eligible, offers herself for re-appointment. Based on the recommendation of the Nomination
and Remuneration Committee, the Board recommends the re-appointment transactionswith of
Mrs. Rama Rajagopal as director, liable to retire by rotation.
The Board recommends the aforementioned appointments/re-appointments for approval of
the members at the ensuing AGM. Brief resume, expertise in specific functional areas,
names of listed companies 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. Mrs. Rama Rajagopal |
- |
Whole Time Director |
from a Company Secretary in practice that none of the |
| 3. Mr. S. Venkataraghavan |
- |
Chief Financial |
| Regulation 4. Mr. A. Rishi Kumar |
- |
Company Secretary |
Employee Stock Option Plan (ESOP)
During the financial year ended 31st March 2023 there were no pending options to be
vested or exercised.
Declaration of Independent Directors
The Companycompliance has received declarations from all the Independent Directors of
the
Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Board of Directors is of the opinion that the Independent Directors of your
Company possess requisite qualifications, experience, expertise (including proficiency)
and they hold the highest standards of integrity that enables them to discharge their
duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1)
of the Companies (Appointment and Qualification Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs.
Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the
annual return is placed on the website of the Company at www.celebritygroup.com.
Number of Meetings of the Board
The Board of Directors met 5 (Five) times during the financial year 2022-23 i.e., 01st
April 2022, 18th May 2022, 12th August 2022, 04th November 2022 and 13th February 2023.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of all Board/ Committee meetings held are given in the
Corporate Governance Report.
Audit Committee
Pursuant to Section 177 (8) of Companies Act 2013, the particulars relating to the
Composition, terms of reference and other details about the Audit Committee has been
detailed 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 the
Board.
Remuneration Policy
The Remuneration policy of the company has been structured to match the market trends
of the industry, qualifications and experience of the employee and responsibilities
handled 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, and
independence of the directors of the Company.
c) ensure that the remuneration of the directors, key managerial personnel and other
employees is performance driven, motivates them, recognises their merits and achievements,
and promotes excellence in their performance.
d) motivate such personnel to align their individual interests with the interests of
the Company, and further the interests of its stakeholders.
e) ensure a transparent nomination process for directors with the diversity of thought,
experience, knowledge, perspective, and gender in the Board; and
f) fulfill the Companys objectives and goals, including in relation to good corporate
governance, transparency, and sustained long term value creation for its stakeholders.
Particulars pertaining constitution of the Nomination and remuneration Committee and
its terms of reference has been detailed in the Corporate Governance Report which forms
part of this Annual Report.
Particulars of Loans, Guarantees Or Investments
During the year under review, the Company has not made any investment. Further, the
Company has not given any loans or corporate guarantee or provided any security during the
year.
Material Changes & Commitments
No material changes and commitments have occurred after the closure of the Financial
Year 2022-23 till the date of this Report, which would affect the financial position of
the Company.
Board Evaluation
The Board has carried out an annual evaluation of its own performance, the directors
and also Committees of the Board based on the guidelines formulated by the Nomination
& Remuneration Committee under Self-evaluation method. Board composition, quality and
timely flow of information, frequency of participation in discussions were some of the
parameters considered during the evaluation process. The Board, upon evaluation,
considered that the Board is well balanced and diverse and is commensurate with the
business profile and size of the Company. The Board reviewed and noted with satisfaction
of its own performance and that of its committees and individual Directors.
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, Joint
Ventures, or Associate companies during the financial year: Not Applicable.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
The Company was not in receipt of any orders from the regulator / courts / tribunals
impacting the going concern status of future operations of the Company. The Company was in
receipt of the notice / order from statutory authorities during the year for claim not
acknowledged as debts by the company. The details of the same have been provided in Note
44 of the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale, and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board & to the
Chairman & Managing Director. The Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and there by strengthen the controls. A report of Auditors pursuant to
Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal
Financial Controls is annexed with the Auditors report. Adequate systems and processes,
commensurate with the size of the Company and of its business are put in place to ensure
compliance with the provisions of all applicable laws and such systems and processes are
operating effectively.
Audit Committee and Board of Directors of the Company were appraised on the performance
of the IFC.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has framed Risk
Management Policy which lays down the framework to define, assess, monitor, and mitigate
the business, operational, financial, and other risks associated with the business of the
Company. The Company has been addressing various risks impacting the Company in Management
Discussion and Analysis Report which forms part of this Annual Report.
During the year under review, the company has not identifiedany element of risk which
may threaten the existence of the company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR
In compliance with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has put in place a familiarization programme
for the Independent Directors to familiarize them with their role, rights and
responsibility of the Directors, the working of the Company, nature of the Industry in
which the Company operates, business model, etc..
The details of such familiarization programmes for the Independent Directors are
disclosed on the website of the Company www.celebritygroup.com.
AUDITORS
Statutory Auditors
The Company at its 33rd AGM held on 09th September 2022 reappointed M/s SRSV
& Associates, Chartered Accountants, Chennai, having Firm Registration No. 015041S
allotted by the Institute of Chartered Accountants of India, as Statutory Auditors of the
Company to hold office, for the second term of five conclusion of 33rd AGM till
the conclusion of 38th AGM, at such remuneration in addition to applicable
taxes, out of pocket expenses, travelling and other expenses as may be ofmeetings,andlevel
mutually agreed between the Board of Directors of the Company and the Auditors.
The Statutory Auditors will continuetoholdofficefor the second year in the second term
of five consecutive years, from the conclusion of this AGM. The Company has obtained
necessary certificate under eligibility for being the Statutory Auditors of the Company
for the year 2023 - 24.
The Statutory Auditors Report for the financial year 2022-23 does not contain any
qualification, reservation or adverse remark and the same is attached with the annual
financial statements.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company at its meeting held on 18th May 2022 had appointed M/s. BP & Associates,
Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake
the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report issued
by M/s. BP & Associates, Secretarial Auditors for the Financial Year ended 31st March
2023 is annexed with the report as Annexure 2. The Secretarial Audit Report does
not contain any qualification, reservation, or adverse remark and its self explanatory.
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 amendment
thereto) 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 Internal
Auditors of the company for the Financial Year 2022-23.
The audit conducted by the Internal Auditors is based on an internal audit plan, which
is reviewed each quarter in consultation with the Audit Committee. These audits are based
on risk-based methodology and inter alia involve the review of internal controls and
governance processes, adherence to management policies and review of statutory
compliances. The Internal Auditors share their findings on an ongoing basis during the
financial year for corrective action. The Audit Committee oversees the work of Internal
Auditors.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activity carried out by the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to
the Audit Committee under Section 143(12) of the Act, details of which needs to be
mentioned in this Report.
LISTING
The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid
to the Stock Exchanges before the due dates. The Equity Shares of your Company were not
suspended from trading on BSE and NSE at any point of time during the Financial Year
2022-23.
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 with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the
said section are not applicable.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as required in terms of the
provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 1,
which forms part of this Report. Further, the information pertaining to Rule 5(2) and 5(3)
of the aforesaid Rules, pertaining to the names and other particulars of employees is
available for inspection at the Registered office of the Company during business hours and
the Annual Report is being sent to the members excluding this. Any shareholder interested
in obtaining a copy of the same may write to the Company Secretary andComplianceOfficer
Officeaddress or by email to attheRegistered investorservices@celebritygroup.com.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the financial year 2022-23, no unpaid or unclaimed dividend was required to be
transferred to IEPF.
INTERNAL COMPLAINTS COMMITTEE
The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment and Non-discrimination at workplace in line with the requirements of Sexual
Harassment 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 received
from 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 external
members from NGOs.
During the year ended 31st March 2023, the ICC did not receive any complaint
pertaining 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 Directors,
to the best of their knowledge and ability, confirm that:-
a) In the preparation of the Annual accounts for the financial year ended 31st March
2023, the applicable accounting standards have been followed and there are no material
departures.
b) They had in consultation with Statutory Auditors, selected 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 the Company as at
31st March, 2023 and of the profit of the Company for the year ended on that date;.
c) They have taken proper and sufficient accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d) They have prepared the annual accounts on a going concern basis. e) They have laid
down adequate internal financial controls, which are adequate and are operating
effectively.
f) They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Credit Rating
The ratings for the Companys borrowing are available in the Corporate Governance
Report
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE
A. Conservation of Energy:
The operations of the Company are not energy - intensive. However, wherever possible,
the 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) |
: Rs335.69 Crs |
| b. Total Foreign exchange outgo |
: Rs 92.88 Crs |
HUMAN RESOURCES AND EMPLOYEE RELATIONS
The Board of Directors commends the continued dedication of all its employees.
Details of Human Resources and Employee Relations and matters incidental there to are
provided in the Management Discussion and Analysis Report.
SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of
the Board of Directors and ‘General Meetings respectively, have been duly complied
by the Company.
Other Disclosures
There are no proceedings initiated/ pending against your Company under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or
Financial Institution.
ACKNOWLEDGEMENT
We wish to place on record our sincere appreciation for the support received from
various Central and State Government Departments, organizations, and agencies. We would
also like to acknowledge all stakeholders of the Company, viz., Shareholders, customers,
dealers, vendors, banks, and other business partners for excellent support received from
them during the Financial Year under review. We also express appreciation to all the
employees of the Company for their commitment and continued contribution to the growth of
the Company.
|
For and on behalf of the Board |
|
Venkatesh Rajagopal |
| Place: Chennai |
Chairman |
| Date: 19th May, 2023 |
(DIN: 00003625) |
+91-9892691696
