Your Directors present the 34th Annual Report of the Company along with the audited
statement of accounts for the year ended 31st M arch 2023.
FINANCIAL RESULTS
| Particulars |
31-3-2023 |
31-3-2022 |
| Sales Turnover |
0 |
0 |
| Profit / Loss before Interest, Depreciation and Tax |
(6,62,032) |
(2,74,698) |
| Less : Interest |
0 |
0 |
| Depreciation |
3,629 |
3,629 |
| Tax relating to earlier years |
(79,08,062) |
0 |
| Net Profit / Loss for the period |
(85,73,723) |
(2,78,327) |
PERFORMANCE
During the year under review, the company has effected zero turnover. During the year
under review the company lost its case in the Honble Supreme Court of India regarding the
penalty of Rs. 7,30,48,152 imposed by the income tax department relating to the assesment
year 2012- 18 which has now become payble. In the books of accounts, the company had
refund claim of Rs. 79,08,062 towards refund for earlier years. After losing the case, it
is not possible to get the refund. Therefore the company has reversed the provision of Rs.
79,08,062 being income tax refund during this year. This has been discussed and approved
by the Board of Directors in their meeting held on 21.05.2023. As company has no resources
to pay balance liability, it has not been provided in the books of account. To that
extent, our liability remains understated. As stated earlier, the company is no longer a
going concen and virtually become insolvent, official declaration is pending as the
companys liability exceeds its assets. 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. It is no longer possible for the company to meet all legal
compliances and statutory liabilities. The Company could not pay even the Annual Listing
Fee to the Stock Exchanges 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. LEGAL
The Legal issues against the Company were elaborately disclosed in our previous years
Annual Report. The statuesquo remains the same.
DIVIDEND
No dividend has been recommended for the Financial Year ended 31st March, 2023. FINANCE
The total outstanding dues to the consortium of Lenders as on 31-3-2023 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. DEPOSIT : NIL
CORPORATE GOVERNANCE
A separate Report on the Corporate Govemance 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 companys shares are listed in National Stock Exchange of India Ltd, Mumbai 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,
2023 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) that 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 such internal financial
controls are adequate 6 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 (8) 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
& COMMENTS
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
The Lenders have sold the entire Assets of the company under the SARFAESI Act during
the year 2015 and the company is not in function thereafter. Therefore the company is not
having any Related Party Transaction. 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.
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
| 1) Sri. N.Venkatesan |
- Independent Director |
| 2) Sri. R.P.Joshua |
- Nominee Director |
| 3) Smt.M.VSuryaprabha |
- Independent Director. |
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 2022- 23 COMPANY
SECRETARY
The erstwhile qualified Company Secretary Mr. Maxim Joseph, suddenly passed away on
24-12-2019 and thereafter the company has no 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 which the Company is unable to pay. 13. 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
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. ~~ Sri. Mohanlal Tibrewal, an erstwhile Member has
resigned with effect from 25-1-2023 . Consequently, the Stakeholders Committee of the
company has been reconstituted as follows 1)Sri. N.Venkatesan - Independent Director
2)8ri.S.Sivashanmugam - Independent Director
3) Sri. Manoj Kumar Tibrewal - Managing 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
TECHNOLOGY ABSORPTION Not Applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO
Not Applicable
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 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 |
|
| Date : 12-05-2023 |
N.VENKATESAN |
|
Director |
+91-9892691696
