Gangotri Textiles Ltd Directors Report.

Ladies and Gentlemen,

Your Directors present the 33rd Annual Report of the Company along with the audited statement of accounts for the year ended 31st March 2022.

FINANCIAL RESULTS

Particulars 31-3-2022 31-3-2021
Sales Turnover 0 0
Profit / Loss before Interest, Depreciation and Tax (2,74,698) (3,27,115)
Less : Interest 0 0
Depreciation 3,629 3,629
Net Profit / Loss for the perio (2,78,327) (3,30,744)

PERFORMANCE

During the year under review, the Company has effected zero Turnover. During the year, the Company has partly reversed the provision made for Generator Tax payable to the extent of Rs 5.59 lakhs which has been shown as other Income. Since , the Lenders have already sold all the nine units under SARFAESI Act, the Company is not in a position to pay the Generator Tax now or in future. The pandemic spread of Covid-19 across the Country rather across the World since March, 2020 including Wave I Wave II and thereafter Omicron have affected the business activities as a whole very badly and the economic of the Country is severely hit. As stated earlier , the company is no longer a going concern.. The company is facing severe financial crisis . The day-today expenses are still being met by borrowing funds from the Managing Director. Even the Managing Director and the Executive Director 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 against the loan due from the company. Even after adjusting the entire sale proceeds against the loan , there remains huge amount to be settled by the company. The company has requested the Lenders to let the company wind-up as it is not possible to meet all legal compliances and Statutory expenses. The Company could not pay even the Annual Listing Fee to the Stock Exchanges for six Financial years since 2016-17. In view of non-payment of Annual Listing Fee, the trading of Equity Shares of the Company is suspended. M/s Bombay Stock Exchange Ltd vide their e.mail dated 13-10-2020 has informed the trading of the shares have been suspended for more than six months and consequently the company has made out grounds for compulsory de-listing of shares by which Regulation 23 which states that " Where a company has been compulsory delisted the Promoter of the Company shall acquire delisted Equity Shares form the public shareholders by paying them the value that may be determined by the valuer within three months form the date of delisting. In response to the above ,the Company has replied that the Promoters and their Associates are not in a position either to acquire the delisted shares as stated above or to pay the arrears of Annual Listing Fee to the Stock Exchanges since the company has become financially sick.

In respect of the penalty amount of Rs.7,30,48,152 imposed by the income tax department, Company lost his appeal in the Hon’ble Supreme Court of India. However, the Company is considering filing Review Petition in the Supreme Court of India. Hence, the Company has not provided liability in the books of account to the extent liability is under stated.

LEGAL

The Legal issues against the Company were elaborately disclosed in our previous year’s Annual Report. The statuesque remains the same.

DIVIDEND

No dividend has been recommended for the Financial Year ended 31st March, 2022.

FINANCE

The total outstanding dues to the consortium of Lenders as on 31-3-2022 is more than Rs 200 crores including interest accrued but not paid. As stated earlier, the Lenders have realized a sum of Rs 191.05 crores by selling the entire Assets of the Company through e-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 the company is not having any assets to pay the balance dues.

EPCG LIABILITY

The Director General of Foreign Trade, Coimbatore had imposed a penalty of Rs 55,90,28,760 towards non fulfilment export obligation in respect of 45 licenses issued to the company and the Assistant Commissioner of Customs, Chennai had imposed the penalty of Rs. 1,53,77,000 towards Non-fulfillment of the export obligation in respect of 6 licenses issued to the Company. Since the lenders have sold the entire assets of the company, there is no source of income / revenue to the Company. Therefore the Company is not in a position to pay the above said two demands.

DEPOSIT : NIL

CORPORATE GOVERNANCE

A separate Report on the Corporate Governance is enclosed as part of this Annual Report. The Auditors of the Company have also given their certificate relating to compliance of Corporate Governance and this report is annexed to the report of Corporate Governance as is required by the Listing Agreement.

LISTINGS

The company’s shares are listed in National Stock Exchange of India Ltd, Bombay Stock Exchange Ltd and The Calcutta Stock Exchange Ltd. The company has not paid listing fee to the above Exchange since the Financial Year 2016-17 onwards. The company has already applied for de-listing of its equity shares to Calcutta Stock Exchange Ltd and the Orders 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 the attendance of the Directors in such meetings are provided in the Corporate Governance Report attached elsewhere in the Annual Report.

DIRECTORS’ RESPONSIBILTY STATEMENT.

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm:

1) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures

2) that 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 the Company at the end of the accounting year namely March 31, 2022 and of the profit / loss of the Company for that period.

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the 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 the company and such internal financial controls are adequate

5) the Directors have devised proper systems to ensure compliance with the provisions of 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 entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on Directors’ appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under 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 they fulfill all the requirements as stipulated in Section 149 (6 ) of the Companies Act, 2013 so as to qualify themselves to be appointed / continued as Independent Directors under the provisions 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 of the Secretarial Auditors ( annexed hereto ) are self-explanatory having no adverse comments.

PARTICULARS OF LOANS / GUARANTEE / INVESTMENTS

Details as per the provisions of Section 186 of the Companies Act, 2013 is given under Notes to Financial Statements.

PARTICULARS OF CONTRACT WITH RELATED PARTY

There has been no related party transaction during the year 2021-22.

MATERIAL CHANGES

There is no material changes or commitments after closure of the financial year till the date of this report.

AUDITORS

a) Statutory Auditors

The present Statutory Auditors M/s.K.N. Swamy&Co , Chartered Accountants, retires at the ensuing Annual General Meeting and they have given necessary certificate in terms of 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 Statutory Auditors of the Company.

b) Cost Auditor

The Lenders have sold the entire Manufacturing Units of the Company and therefore the appointment of Cost Auditor as per the Provisions of the Companies Act, 2013 is not applicable, 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 has appointed Mrs. V.M.Vennila , a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2021-22.

COMPANY SECRETARY

The erstwhile qualified Company Secretary Mr. Maxim Joseph, suddenly passed away on 24-12-2019 and thereafter the company has qualified Company Secretary. The Company has issued Newspaper advertisements in Trinity Mirror and Makkal Kural On 9-1-2020 calling for from the qualified person for the post of Company Secretary . The Company has not received any response till date and therefore the Company has not yet appointed qualified Company Secretary. The Stock Exchanges have issued notice for the non-compliance and levied penalty.

AUDIT COMMITTEE

In pursuance of the applicable provisions of Section 177 of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Audit Committee. 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 no incidences 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 in pursuance of the provisions of Section 177 ( 10) of the Companies Act, 2013 . During the year under review, there were no complaints received under this mechanism.

STAKEHOLDERS

RELATIONSHIP COMMITTEE

In pursuance of the applicable provisions of Section 178 (5) of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Stakeholders Relationship Committee. The Directors who are the members of this committee are

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 Corporate Social Responsibility Committee is to be constituted for the purpose of implementing the Corporate Social Responsibility. As on date, the Company does not come under the category of Companies who have to implement this scheme.

INDUSTRIAL RELATIONS : Not Applicable

ENERGY CONSUMPTION :

Not Applicable

TECNOLOGY ABSORPTION :

Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Not Applicable

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 of Directors Independent Directors, Non-Independent Directors and the Chairman of the Board. Based on that performance, evaluation has been undertaken. The Independent Directors have also convened a separate meeting for this purpose. All the results and the evaluation has been communicated to the Chairman of the Board of Directors. All the Directors of the Board 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 additional information are provided. : Does not arise.

ACKNOWLEDGEMENT.

Your Directors wish to thank and record their appreciation to all those who have been associated 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