Gangotri Textiles Ltd Directors Report

Ladies and Gentlemen,

Your Directors present the 35th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March 2024.

FINANCIAL RESULTS

Particulars	31-3-2024	31-3-2023
Sales Turnover	0	0
Profit / Loss before Interest, Depreciation and Tax	-7,45,923	-6,62,032
Tax related to earlier year	0	-79,08,062
Less : Interest	0	0
Depreciation	3,629	3,629
Net Profit / Loss for the period	-7,49,552	-85,73,723

PERFORMANCE

During the year under review, the Company has effected zero Turnover. During the year, the Company has initiated filing of Insolvency Petition befor the Honble National Company Law Tribunal at Chennai. In this connection, the Board of Directors in their meeting held on 8-11-2023 have authorized Sri, Manoj Kumar Tibrewal, Managing Director to initiate Corporate Insolvency Resolurion Process under Section 10 of the Insolvency & Bankruptcy Code, 2016 and thereafter necessary approval was obtained from the Shareholders in the Extraordinary General Meeting held on 15-12-2023. 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 could not pay even the Annual Listing Fee to the Stock Exchanges since the year 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 statuesque remains the same.

DIVIDEND

No dividend has been recommended for the Financial Year ended 31st March, 2024.

FINANCE

The total outstanding dues to the consortium of Lenders as on 31-3-2024 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 , 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.

COMPOSITION OF THE BOARD:

Consequent to the resignation of the Executive Director Sri. Mohanlal Tibrewal with effect from 25-1-2023 and the sudden death of the Nominee Director of the Lender Banks Sri. R.P.Joshua on 25-11-2023 the strength of the Board has reduced from six to four and at present, the composition of Board consists of the following Director,

NAME	DIN	CATEGORY
Sri. Manoj Kumar	00806653	Promoter
Tibrewal Sri.N.Venkatesan	07029257	Executive Independent
Sri.S.Sivashan-	08299022	Non- Executive Independent
mugam Smt.M.V.	05210644	Non- Executive Independent
Suryaprabha		Non- Executive

The Company has received Notices from Stock Exchanges regarding non-compliance of the minimum number of Directors in the Board. Since , the Company is in the process of filing of Insolvency Petition before the Hon;ble Company Law Tribunal at Chennai, there is no response from anybody to become a Director in our Board.

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, 2024 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.

AUDIT COMMITTEE :

The Audit Committee of the Company was reconstituted with the following Directors as shown hereunder in the Board Meeting held on 29-1-2024 consequent to the death of the Nominee Director Sri. R.P. Joshua , who passed away on 25-11-2023.

NAME	DIN	CATEGORY
Sri.N.Venkatesan Chairman	07029257	Independent Non- Executive
Sri.S.Sivashan- mugam Member	08299022	Independent Non- Executive
Smt.M.V. Suryaprabha Member	05210644	Independent Non- Executive

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.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY.

The Nomination & Remuneration Committee of the Company has been reconstituted with the following Directors as shown hereunder in the Board Meeting held on 29-1-2024 consequent to the death of the Nominee Director Sri. R.P. Joshua , who passed away on 25-11-2023

NAME	DIN	CATEGORY
Sri.N.Venkatesan Chairman	07029257	Independent Non- Executive
Sri.S.Sivashan- mugam Member	08299022	Independent Non- Executive
Smt.M.V. Suryaprabha Member	05210644	Independent Non- Executive

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 & 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.

Since the shares of the company are continued to be listed in NSE, BSE and CSE, the Statutory formalities are being complied by the company with respect to the LODR Regulations of SEBI. .

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 36th Annual General Meeting. Mr. K. Narayanaswamy has resigned wef. 12/06/2024 due to his indifferent health. Subsequently the company in the board meeting held on 24/06/2024 has appointed Mr. T. M. Mohanraj, Chartered Accountant (Membership No. 020626), a partner of Mr. Mohanraj & Sankar (Firm Registration No.007938S) as Statutory auditors of the company to conduct audit of the company from the financial year 2024-25 to 2028-29 (01/04/2024 to 31/03/2029).

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 2023-24.

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.

VIGIL MECHANISM:

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. Sri. Mohanlal Tibrewal, an erstwhile Member has resigned with effect from 25-1-2023 . Consequently, the Stakeholders Committee of the company was reconstituted as follows

1) Sri. N.Venkatesan - Independent Director – Non-Executive

2) Sri.S.Sivashanmugam - Independent Director – Non-Executive

3) Sri. Manoj Kumar Tibrewal - Managing Director - Executive

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.

REGISTRAR AND SHARE TRANSFER AGENTS :

Pursuant to Regulation 30 of the Securities and

Exchange Board of India ( Listing Obligation and Disclosure Requirements) Regulation, 2015, and the National Company Law Tribunal, Mumbai vide their Order No CP/CAA/170/MB/2023 dated 18-12-2023 and based on the communication received from the our Registrar & Share Transfer Agent on 22-12-2023 the Registrar and Share Transfer Agent of the Company M/S S.K.D.C Consultants Ltd is merged with M/s Link Intime India Private Ltd with effect from 22-12-2023. The name and address of the Registrar & Share Transfer Agent of the company is given in the Corporate Governance Report 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 : 29-05-2024	N.VENKATESAN
	Director