Gangotri Textiles Ltd Directors Report.

Ladies and Gentlemen,

Your Directors present the 32nd Annual Report of the Company along with the audited statement of accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

Particulars 31-3-2021 31-3-2020
Sales Turnover 0 0
Profit / Loss before Interest, Depreciation and Tax (3,27,115) (1,57,668)
Less : Interest 0 0
Depreciation 3,629 3,629
Net Profit / Loss for the perio (3,30,744) (1,61,297)

PERFORMANCE

During the year under review, the Company has effected zero Turnover. The pandemic spread of Covid-19 across the Country rather across the World since March, 2020 has affected the business activities as a whole very badly and the economic of the Country is severely hit. Now, the second wave of the Covid-19 is spreading and it will take some more months to be back to normal. Hence, the scenario of your company is unchanged during the year under review.

Practically, the company is no longer a going concern.. The company is facing severe financial crisis . The day-today expenses are being met by borrowing funds from the Managing Director. Even the Managing Director and the Executive Director are not being paid their salary 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 five 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 from 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 statuesque remains the same.

DIVIDEND

No dividend has been recommended for the Financial Year ended 31st March, 2021.

FINANCE

The total outstanding dues to the consortium of Lenders as on 31-3-2021 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 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 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 206-17 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 nad BSE are in arrears.

EXTRACT OF THE ANNUAL RETURN

As per the requirements of provisions of the Companies Act, 2013, the extract of the Annual Return in the prescribed Form MGT-9 is annexed hereto as Annexure 1 forming part of this report.

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

DIRECTORSRESPONSIBILTYSTATEMENT.

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, 2021 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 non 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 (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 are no transactions taken place during the year. Since hence not applicable.

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 2020-21

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 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 the employees of the company for their continued support.

By order of the Board

For GANGOTRI TEXTILES LIMITED

MANOJ KUMAR TIBREWAL

Managing Director

MOHANLAL TIBREWAL

Executive Director

Place : Coimbatore

Date : 29-04-2021