Dear Members,
The Board of Directors ("the Board") are pleased to present
the 42nd Annual Report of Ceeta Industries Limited together with the Audited Financial
Statements and Auditor's Report thereon for the financial year ended March 31, 2026.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended
March 31, 2026, is summarized
below:
Particulars |
2025-26 |
2024-25 |
| Revenue from operations |
213568.85 |
220254.75 |
| Other Income |
9546.69 |
13329.35 |
| Total Income |
223115.53 |
233584.10 |
| Profit before Interest & Depreciation |
22440.71 |
23920.66 |
| Interest Expense |
3813.07 |
4888.54 |
| Depreciation |
10671.21 |
10045.36 |
| Profit before Exceptional Items and Tax |
7956.43 |
8986.76 |
| Exceptional Income |
- |
28309.64 |
| Profit before tax (PBT) |
7956.43 |
37296.40 |
| Provision for Tax (Current, Deferred tax
& IT of Earlier Years) |
2087.13 |
9842.24 |
| Profit after tax (PAT) |
5869.30 |
27454.16 |
| Other Comprehensive Income |
598.55 |
512.36 |
| Total Comprehensive Income for the period |
6467.85 |
27966.52 |
STATE OF COMPANY'S AFFAIRS & PROSPECT
The Company achieved Revenue from Operations of 2,135.69 lakh during
the financial year ended March 31, 2026, as against 2,202.55 lakh in the previous
financial year, representing a decrease of 3.03%. The Earnings Before Interest, Tax and
Depreciation (EBITDA) for the year stood at 224.41 lakh as compared to 239.21 lakh in the
previous financial year. Profit Before Tax (PBT) for the year stood at 79.56 lakh as
against 372.96 lakh in the previous financial year, which included an exceptional income
of 283.10 lakh. Consequently, the Company reported a Profit After Tax (PAT) of 58.69 lakh
during FY 2025-26 as compared to 274.54 lakh in FY 2024-25. The Company continued to focus
on operational efficiency, cost optimization and strengthening its business operations.
Looking ahead, the Company remains committed to expanding its distribution network across
existing and new markets, strengthening the visibility of its brand "Skitos" and
enhancing operational excellence through prudent cost management across production, sales,
distribution and administrative functions. The Company is also exploring the strategic
deployment of surplus funds through short-term investment opportunities to optimize
returns. With these focused initiatives and a positive long-term outlook, your directors
are confident of improving operational performance, enhancing profitability and delivering
sustainable value to all stakeholders in the years ahead.
DIVIDEND & TRANSFER TO RESERVES
With a view to creating long-term economic value and conserving
resources for future expansion and strategic investments, your Company has not recommended
any dividend for the year ended March 31, 2026. Your directors do not propose to transfer
any amount to reserves for the year under review.
SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2026, was
9,00,00,000, comprising 7,50,00,000 Equity Shares of 1 each and 1,50,000 Preference Shares
of 100 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company was
1,45,02,400, comprising 1,45,02,400 Equity Shares of 1 each, as on March 31, 2026. During
the year under review, the Company did not issue any equity shares, including sweat equity
shares, bonus shares, equity shares with differential voting rights or convertible
securities.
HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE
The Company did not have any holding company, subsidiary, associate
company or joint venture as on
March 31, 2026.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of
business of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Composition of Directors
The Board of Directors of the Company comprises an appropriate mix of
Executive, Non-Executive and
Independent Directors. As on March 31, 2026, the Board consisted of the
following seven Directors:
Mr. Krishna Murari Poddar (DIN: 00028012) Managing Director
Mrs Uma Poddar (DIN: 07140013) Non-Executive Director
Mr Gautam Modi (DIN: 06482645) Non-Executive Director
Mr Bal Krishna Bhalotia (DIN: 00049850) Non-Executive Independent
Director
Mr Avinash Khaitan (DIN: 06936383) Non-Executive Independent Director
Mr Arvind Kejariwal (DIN: 08996095) Non-Executive Independent Director
Mr Shridhan Poddar (DIN: 07132968) Additional Director (Executive),
designated as Whole-time Director The profiles of all the Directors are available on the
Company's website at www.ceeta.com During the financial year 2025-26,the Board of
Directors, on the recommendation of the Nomination and Remuneration Committee at its
meeting held on May 30,2025 approved the following reappointments : a) Mr Krishna Murari
Poddar (DIN: 00028012), Managing Director for a term of three (3) years w.e.f September 8,
2026 ; b) Mr. Avinash Khaitan (DIN: 06936383) , Non-Executive Independent Director for a
second term w.e.f December 14, 2025 ; and c) Mr. Arvind Kejariwal (DIN: 08996095) ,
Non-Executive Independent Director for a second term w.e.f February 10, 2026. These
re-appointments were approved by way of a Special Resolution passed by the shareholders at
the 41st Annual General Meeting (AGM) held on September 18, 2025. Further, the Board of
Directors, on the recommendation of the Nomination and Remuneration Committee at its
meeting held on November 14, 2025, approved the appointment of Mr. Shridhan Poddar (DIN:
07132968) as an Additional Director (Executive) of the Company w.e.f December 01,2025, who
shall hold office up to the date of the ensuing AGM. The Board also appointed him as
Whole-time Director of the Company for a period of three years w.e.f December 1, 2025,
subject to the approval of the shareholders at the ensuing AGM.
Director liable to Retire by Rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013
read with Companies (Appointment and Qualification of Directors) Rules, 2014, the
shareholders of the Company at the 41st AGM held on September 18, 2025, reappointed Mr
Gautam Modi (DIN: 06482645), Non-Executive Director of the Company, who was liable to
retire by rotation. In accordance with the provisions of the Act, Mrs Uma Poddar (DIN:
07140013), Non-Executive Director of the Company, retires by rotation at the ensuing AGM
and being eligible, offers herself for reappointment. She does not hold shares of the
Company in her own name. The Board recommends her reappointment for the approval of the
shareholders at the 42nd AGM.
In the opinion of the Board, all the directors, as well as the director
proposed to be appointed/ reappointed, possess the requisite integrity, experience and
expertise and all the directors have submitted declarations that they are not disqualified
for being appointed as directors in terms of Section 164 of the Companies Act, 2013 read
with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
Declaration by Independent Director
There are three Independent Directors on the Board of the Company as on
the date of this report. The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013. In terms of provisions of Section 134(3)(d) of
the Companies Act, 2013, the Board of Directors has taken note of these declarations of
independence received from all the Independent Directors and has undertaken due assessment
of their veracity. The Board of Directors is of the opinion that the Independent Directors
possess the requisite qualifications, experience, expertise (including proficiency) and
they hold the highest standards of integrity, which enable 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 of Directors) Rules, 2014, all Independent Directors of the
Company have registered themselves with the Indian Institute of Corporate Affairs. The
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management
Personnel formulated by the Company as prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
During the year under review, Mr. Shridhan Poddar was appointed as an
Additional Director (Executive) of the Company with effect from December 1, 2025. The
Board also appointed him as the Whole-time Director of the Company and designated him as a
Key Managerial Personnel of the Company with effect from the same date, subject to the
approval of the Members at the ensuing Annual General Meeting. Apart from the aforesaid
appointment, there was no other change in the Key Managerial Personnel of the Company
during the year.
Skills/Expertise/Competencies of the Board of Directors
We believe that the collective effectiveness of the Board is key to the
Company's performance. Board members should bring a balanced mix of skills,
experience, and diverse perspectives. Identifying each Director's core competencies
helps recognize individual strengths and identify any skill gaps critical for the
Company's effective functioning. The table below outlines the specific areas of focus
and expertise of each Board member:
Director's name |
DIN |
Category |
Core Skills |
| Mr Krishna Murari Poddar |
00028012 |
Managing Director |
Industry Expertise, Leadership, Management
& Corporate Strategy |
| Mrs Uma Poddar |
07140013 |
Non-Executive Director |
Administration & Human Resource |
| Mr Gautam Modi |
06482645 |
Non-Executive Director |
Business Administration, Finance, Sales
& Marketing |
| Mr Bal Krishna Bhalotia |
00049850 |
Non-Executive Independent Director |
Financial, Taxation & Accounting |
| Mr Avinash Khaitan |
06936383 |
Non-Executive Independent Director |
Financial & Accounting, Administration
& Marketing |
| Mr Arvind Kejariwal |
08996095 |
Non-Executive Independent Director |
Finance, Banking & Corporate Strategy |
| Mr Shridhan Poddar |
07132968 |
Additional Director (Executive), designated
as Whole-time Director |
Manufacturing strategy and Brand Building |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:
(a) In the preparation of the annual accounts for the year ended March
31, 2026, the applicable accounting standards read with requirements set out under
Schedule III of the Act have been followed and there are no material departures from the
same;
(b) 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 as at March 31, 2026
and of the profit of the Company for the year ended on March 31, 2026;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis;
(e) the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of the Company met five times during the year
under review. Meeting dates and Director attendance during the financial year are as
under:
Director's name |
30.05.2025 |
14.08.2025 |
01.09.2025 |
14.11.2025 |
12.02.2026 |
| Mr. Krishna Murari Poddar |
u |
u |
u |
u |
u |
| Mrs Uma Poddar |
u |
u |
- |
u |
u |
| Mr Gautam Modi |
u |
u |
u |
u |
u |
| Mr Bal Krishna Bhalotia |
- |
u |
- |
u |
u |
| Mr Avinash Khaitan |
u |
u |
u |
u |
u |
| Mr Arvind Kejariwal |
u |
u |
- |
u |
u |
| Mr Shridhan Poddar |
N.A. |
N.A. |
N.A. |
N.A. |
u |
CONSTITUTION OF COMMITTEES AS PER COMPANIES ACT, 2013
The company has constituted sub-committees of the board as per the
provisions of Companies Act, 2013 with proper composition of its members.
Audit Committee
Pursuant to the provisions of Section 177(1) of the Companies Act,
2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014,
the Company has constituted an Audit Committee. All members of the Committee possess
relevant expertise in finance, accounting or business management.
The Audit Committee was reconstituted with effect from 01.06.2025. The
composition of the Audit Committee during the financial year was as follows:
| Mr Avinash Khaitan |
- Chairman (w.e.f. 01.06.2025) |
| Mr Bal Krishna Bhalotia |
- Chairman (up to 31.05.2025) |
| Mr Arvind Kejariwal |
- Member ( w.e.f. 01.06.2025) |
| Mr Gautam Modi |
- Member |
During the year, pursuant to the reconstitution of the Audit Committee
with effect from 01.06.2025, Mr. Avinash Khaitan was redesignated from Member to Chairman
of the Audit Committee.
The terms of reference of the Audit Committee include, inter alia,
recommending the appointment, remuneration, and terms of appointment of the auditors of
the Company; reviewing and monitoring the auditor's independence and performance;
examining the financial statements and the auditor's report thereon; approving or
subsequently modifying related party transactions; scrutinizing inter-corporate loans and
investments; valuing undertakings or assets of the Company, wherever necessary; evaluating
internal financial controls and risk management systems; and monitoring the end use of
funds raised through public offers, if any.
The Audit Committee met regularly and discharged its responsibilities
in accordance with the provisions of the Companies Act, 2013.The Committee met four times
during the year under review. Meeting dates and member attendance during the financial
year are as under:
Member's name |
30.05.2025 |
14.08.2025 |
14.11.2025 |
12.02.2026 |
| Mr Avinash Khaitan |
u |
u |
u |
u |
| Mr Bal Krishna Bhalotia |
- |
N.A. |
N.A. |
N.A. |
| Mr Arvind Kejariwal |
N.A. |
u |
u |
u |
| Mr Gautam Modi |
u |
u |
u |
u |
Nomination and Remuneration Committee
Pursuant to the provisions of Section 178(1) of the Companies Act, 2013
read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Company has constituted a Nomination and Remuneration Committee .
The Nomination and Remuneration Committee was reconstituted with effect
from 01.06.2025. The composition of the Nomination and Remuneration Committee during the
financial year was as follows:
| Mr Avinash Khaitan |
- Chairman |
| Mr Arvind Kejariwal |
- Member (w.e.f. 01.06.2025) |
| Mr Bal Krishna Bhalotia |
- Member (up to 31.05.2025) |
| Mr Gautam Modi |
- Member |
The terms of reference of the Committee, inter alia, include
formulating criteria for determining qualifications, positive attributes, and independence
of directors; evaluating the performance of Independent Directors and the Board;
recommending to the Board a policy relating to the remuneration of Directors, Key
Managerial Personnel (KMP) and other employees; and carrying out such other functions as
may be mandated by the Board from time to time or as may be necessary and appropriate for
the effective discharge of its duties.
The abridged Nomination and Remuneration Policy framed by the
Nomination and Remuneration Committee is as follows:
The Company considers its human resources as its most valuable asset
and endeavours to align employee aspirations with the strategic goals of the organization.
The level and composition of remuneration for Directors, Key Managerial Personnel (KMP)
and Senior Management is designed to support smooth business operations, enhance
productivity and attract, retain and motivate competent individuals.
The Nomination and Remuneration Committee is responsible for
recommending the appointment of Directors and Senior Management Personnel, including the
qualifications, experience and terms of service of Directors and Senior Management
personnel in line with statutory requirements and principles of integrity, merit and
professional experience. All such recommendations are subject to the approval of the
Board.
The Company ensures a clear linkage between remuneration and
performance, meeting appropriate performance benchmarks. Remuneration structures maintain
a prudent balance between fixed pay and incentives, aligned with both short-term and
long-term objectives of the Company.
Non-Executive Directors including independent directors are remunerated
by way of sitting fees for attending meetings of the Board and Committees, as determined
by the Board from time to time. In determining the remuneration of the Managing Director
and Executive Directors, the Committee takes into account industry benchmarks, the
individual's experience and qualifications, and internal parity. Such remuneration
may include fixed pay, perquisites, allowances and other benefits in accordance with the
Company's rules and applicable statutory provisions.
Committee decisions are made by a majority of members present and
voting. In the event of a tie, the Chairman of the meeting shall have a casting vote. Any
member of the Committee shall recuse himself/herself from discussions or decisions where
his/her own remuneration or performance is being considered.
Remuneration for other employees is determined following similar
principles and taking into account industry practices, cost of talent acquisition, and the
Company's policies. In addition to basic salary, employees are entitled to benefits in
accordance with the Company's policies and applicable statutory requirements.
The detailed policy is available on the Company's website at: https://ceeta.com/codes_policies_gallery
/506374-nomination-and-remunerationpolicy.pdf
The terms and conditions of appointment of independent directors are
available on the Company's website at https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-terms-and-conditions-of-appointment-of-independent-directors.pdf;
The criteria for making payments to Non-Executive Directors are
available on the Company's website at:
https://ceeta.com/disclosures_under_regulation_46_gallery/122528-cil-criteria-of-making-payment-to-non-executive-directors-1.pdf
The Nomination and Remuneration Committee met regularly and discharged
its responsibilities in accordance with the provisions of the Companies Act, 2013. The
Committee met three times during the year under review. Meeting dates and member
attendance during the financial year are as under:
Member's name |
30.05.2025 |
14.11.2025 |
12.02.2026 |
| Mr Avinash Khaitan |
u |
u |
u |
| Mr Bal Krishna Bhalotia |
- |
N.A. |
N.A. |
| Mr Arvind Kejariwal |
N.A. |
u |
u |
| Mr Gautam Modi |
u |
u |
u |
Stakeholders Relationship Committee
Pursuant to the provisions of Section 178(5) of the Companies Act,
2013, the Company has constituted a Stakeholders Relationship Committee to oversee and
ensure the effective redressal of stakeholder and investor grievances.
The Stakeholders Relationship Committee was reconstituted with effect
from 01.06.2025. The composition of the Stakeholders Relationship Committee during the
financial year was as follows:
| Mr Avinash Khaitan |
- Chairman |
| Mr Arvind Kejariwal |
- Member (w.e.f. 01.06.2025) |
| Mr Bal Krishna Bhalotia |
- Member (up to 31.05.2025) |
| Mr Gautam Modi |
- Member |
The Stakeholders Relationship Committee is primarily responsible for
monitoring and resolving shareholder and investor grievances. Its scope of work includes
reviewing complaints related to the transfer of shares non-receipt of annual reports,
dividend payments (if any), dematerialization of shares, and other related matters.
The Board has delegated the authority for handling day-to-day
stakeholder and investor correspondence and grievance redressal to Ms. Smally Agarwal,
Company Secretary and Compliance Officer of the Company. She is responsible for
coordinating with the Company's Registrar and Share Transfer Agent, M/s. Niche
Technologies Pvt. Ltd., to ensure the timely and effective resolution of investor
concerns.
The Committee meets as and when necessary to review the status of
complaints and ensure that appropriate action is taken promptly. The Company is committed
to maintaining the highest standards of stakeholder service and continuously strives to
enhance investor satisfaction. The Committee met twice during the year under review.
Meeting dates and member attendance during the financial year are as under:
Member's name |
14.08.2025 |
12.02.2026 |
| Mr Avinash Khaitan |
u</td>
| u |
| Mr Bal Krishna Bhalotia |
N.A. |
N.A. |
| Mr Arvind Kejariwal |
u |
u |
| Mr Gautam Modi |
u |
u |
CORPORATE GOVERNANCE
The Company is committed to and has consistently upheld good Corporate
Governance practices. Our governance philosophy is rooted in the principles of equity,
fairness, adherence to the spirit of the law and the highest standards of transparency,
accountability and reliability in all transactions. We strongly believe that sound
corporate governance is crucial to maintaining stakeholders' trust and ensuring the
efficient, ethical and transparent conduct of business. The Company continuously reviews
and refines its governance framework to keep pace with evolving business environments and
applicable laws.
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate
Governance specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A,
27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paras C, D, and
E of Schedule V are not applicable to the Company. The aforesaid provisions are not
applicable to the Company as its paid-up equity share capital of 1.45 crore and net worth
of 13.04 crore as on March 31, 2026, were below the prescribed thresholds of 10 crore and
25 crore, respectively.
Additional disclosures relating to remuneration of Directors pursuant
to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are provided below.
Remuneration of Directors: The Company has formulated a Nomination and
Remuneration Policy applicable to Directors, Senior Management Personnel and other
employees. The policy comprehensively covers salary, perquisites, and benefits payable to
Executive and Non-Executive Directors, Senior Management Personnel and other employees of
the Company in consonance with the existing industry practice and aims at attracting and
retaining high calibre talent. Remuneration of Executive and Non-Executive Directors is
determined by the Board, on the recommendation of the Nomination and Remuneration
Committee, subject to the approval of the shareholders, as may be required. The salient
features of the Nomination & Remuneration Policy are provided in the Board's
Report and the detailed policy is available on the Company's website at:
https://ceeta.com/codes_policies_gallery/506374-nomination-and-remunerationpolicy.pdf
i)Remuneration paid to Non-Executive Directors: The Non-Executive
Directors, including Independent Directors, are remunerated by way of sitting fees for
attending the meetings of the Board and Committees thereof, in accordance with the
applicable provisions of the Companies Act, 2013 and the rules made thereunder. The
Company has no pecuniary relationship or transactions with its Non-Executive Directors
other than payment of sitting fees and out-of-pocket expenses, if any, to them for
attending the Board and Committee meetings.
The terms and conditions of appointment of independent directors are
available on the Company's website at https://ceeta.com/disclosures_under_regulation_46_gallery/353920-cil-terms-and-conditions-of-appointment-of-independent-directors.pdf
and the criteria for making payments to Non-Executive Directors are
available on the Company's website at : https://ceeta.com/disclosures_under_
regulation_46 _gallery
/122528-cil-criteria-of-making-payment-to-non-executive-directors-1.pdf
Details of remuneration paid to Non-Executive Directors during the year
2025-26 are given below ( in lakh )
Name |
Designation |
Sitting Fees |
Commission paid/Payable |
Total |
Service Contract |
| Mrs Uma Poddar |
Non-Executive Director |
0.20 |
Nil |
0.20 |
Liable to retire by rotation. |
| Mr Gautam Modi |
Non-Executive Director |
0.25 |
Nil |
0.25 |
Liable to retire by rotation. |
| Mr Avinash Khaitan |
Non-Executive Independent Director |
0.25 |
Nil |
0.25 |
Period: Second Term of 5 years from December
14, 2025 to December 13, 2030 and not liable to retire by rotation. |
| Mr B. K. Bhalotia |
Non-Executive Independent Director |
0.15 |
Nil |
0.15 |
Period: Second Term of 5 years from August
14, 2024 to August 13, 2029 and not liable to retire by rotation. |
| Mr Arvind Kejariwal |
Non-Executive Independent Director |
0.20 |
Nil |
0.20 |
Period: Second Term of 5 years from February
10, 2026 to February 09, 2031 and not liable to retire by rotation. |
ii) Remuneration paid to Executive Directors: The appointment of
Executive Directors is governed by resolutions passed by the Board of Directors and
Shareholders of the Company, which covers the terms of such appointment and payment of
remuneration to them. Remuneration paid to the Executive Directors was recommended by the
Nomination and Remuneration Committee and approved by the Board and the shareholders of
the Company at General Meeting and is within the limits prescribed under the Act. The
remuneration package of Executive Directors comprises salary & allowances,
perquisites, performance bonus, commission, pension etc. Annual increments are recommended
by the Nomination and Remuneration Committee to the Board for their approval.
Details of remuneration paid to Executive Directors during the year
2025-26 are given below: ( in lakh )
| Name of Directors |
Mr Krishna Murari Poddar, Managing Director
* |
Mr Shridhan Poddar, Additional Director
(Executive, designated as Whole-time Director |
| Salary & Allowances ( ) |
8.40 |
3.00 |
| Perquisite ( ) |
1.37 |
- |
| Bonus/ Commission/ |
|
|
| Pension etc ( ) |
Nil |
Nil |
| Severance Fees ( ) |
Nil |
Nil |
| Total ( ) |
9.77 |
3.00 |
| Service Contract |
Period: 3 years from September |
Period: 3 years from December |
|
08, 2026 to September 07, 2029 and not
liable to retire by rotation. . |
01, 2025 to November 30, 2028 and liable to
retire by rotation |
| Notice period |
3 months prior notice in writing |
1 month prior notice in writing |
| Stock Options |
Nil |
Nil |
| Sitting Fees |
Not Entitled for payment of sitting fee for
attending meetings of the Board or its Committees as per the terms of appointment and
policy of the Company |
Not Entitled for payment of sitting fee for
attending meetings of the Board or its Committees a s p e r t h e t e r m s o f
appointment and policy of the Company |
* Mr Krishna Murari Poddar was re-appointed as Managing Director of the
Company for a term of 3 (three) years effective from September 08, 2026, along with his
remuneration package has been approved by the shareholders through a special resolution
passed at the 41st AGM held on September 18, 2025. # Mr. Shridhan Poddar (DIN: 07132968)
has been appointed by the Board, on recommendation of NRC and Audit Committee at their
meeting held on November 14,2025 as an Additional Director (Executive) of the Company
w.e.f December 01,2025, who shall hold office up to the ensuing AGM. Subsequently, the
Board appointed Mr. Shridhan Poddar as Whole-Time Director of the Company for a period of
three years w.e.f December 1, 2025, subject to shareholders' approval at the ensuing
AGM. He was paid remuneration of 3.00 Lakh in his capacity as an Additional Director
(Executive), designated as Whole-time Director for the period from December 1, 2025 to
March 31, 2026. Prior to his appointment as an Additional Director (Executive), designated
as Whole-time Director, he was employed by the Company as Executive Director (Marketing)
and was paid salary and other employment benefits aggregating to 6.25 Lakh for the period
up to November 30, 2025.
Notes: In accordance with Schedule V to the Companies Act, 2013, the
remuneration determined does not include the Company's contributions to the Provident Fund
and the Gratuity Fund. The Company has duly deposited all applicable taxes with the
Government.
BOARD EVALUATION
The Company has established a formal evaluation process for assessing
the performance of the individual Directors, the Board as a whole, and its Committees. The
evaluation is conducted annually and covers various aspects relating to the functioning
and effectiveness of the Board and its Committees, the participation and contribution of
Directors, the discharge of their duties and governance practices. Each Director evaluates
the performance of the other Directors (excluding himself/herself) as well as the
performance of the Board and its Committees and provides feedback to the Nomination and
Remuneration Committee. The Nomination and Remuneration Committee reviews the feedback and
places its recommendations before the Board for its final assessment. Additionally, the
Independent Directors met separately on February 12, 2026, without the presence of the
Non-Independent Directors, to review the performance of the Non-Independent Directors, the
Board as a whole and the Chairman, taking into account the views of the Executive and
Non-Executive Directors. The Board has expressed satisfaction with the overall performance
of the Directors, the functioning of the Board and its Committees.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER
DIRECTORS
The Board members are provided with the necessary documents, reports,
statutory updates and internal policies to help them familiarize themselves with the
Company's procedures and practices. Independent Directors and other Directors are
oriented on various aspects, including the Company's operations, their roles and
responsibilities, the nature of the industry and the Company's business model. They
are also regularly updated on changes in relevant corporate and economic laws affecting
their roles as Directors. This enables them to make well-informed decisions, effectively
discharge their duties and contribute to the Company's growth.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
In determining revisions to the remuneration of employees and
managerial personnel, the Company carefully considers various factors, including the
Company's policies, individual performance and contributions, financial performance
of the Company, benchmarking against industry peers and compliance with applicable
regulatory frameworks governing managerial remuneration.
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
annexed hereto and form part of the Board's Report as Annexure I. During the year
under review, there were no employees drawing remuneration equal to or exceeding the
limits prescribed under the Companies Act, 2013.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to conducting its affairs with fairness,
transparency and the highest standards of professionalism, honesty, integrity, and ethical
behaviour. In compliance with Section 177(9) of the Companies Act, 2013, the Company has
established a Vigil Mechanism incorporating a Whistle Blower Policy. The mechanism
provides a secure and confidential channel for employees to report any unethical,
unlawful, or improper practices without fear of retaliation. Protected disclosures may be
made through email, telephone, or written communication addressed to the Chairman of the
Audit Committee. The Audit Committee reviews all complaints received and ensures their
appropriate redressal. During the year under review, no employee was denied access to the
Audit Committee, and no complaints were received under the Policy. The Vigil
Mechanism/Whistle Blower Policy is available on the Company's website at: https://ceeta.com/disclosures_under_regulation_46_gallery/944775-cil-vigil-mechanism-policy.pdf.
PARTICULARS OF LOANS, GUARANTEES, SECURITY AND INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013, the particulars of
loans, guarantees, securities and investments are disclosed in the Financial Statements.
The Company has been informed that the loans granted have been utilized by the respective
recipients for their general business and corporate purposes.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all transactions entered into by the
Company with related parties were conducted in the ordinary course of business and on an
arm's length basis. Accordingly, the provisions of Section 188 of the Companies Act, 2013,
were not attracted and disclosure in Form AOC-2 under Section
134(3)(h) of the Companies Act, 2013, is not required. Further, there
were no materially significant related party transactions with Promoters, Directors, Key
Managerial Personnel or other designated persons that could potentially conflict with the
interests of the Company. Details of all related party transactions are provided in the
Notes to the Financial Statements. The Audit Committee granted omnibus approval for
regular related party transactions to be undertaken during the financial year 2026-27 at
its meeting held on February 12, 2026.
RISK MANAGEMENT, RISKS AND CONCERNS
The Company has established a comprehensive Risk Management Framework
and has in place a Risk Management Policy covering the identification, evaluation and
mitigation of various risks associated with its business operations. Risk identification
is carried out at the strategic, business and operational levels. The risk management
process primarily focuses on three key elements: (i) Risk Assessment (ii) Risk Management
and (iii) Risk Monitoring. The Company recognizes that risk evaluation and mitigation are
continuous processes and remains committed to proactively addressing potential risks that
may adversely affect its performance. The Policy emphasizes the identification and
monitoring of key business risks and the implementation of appropriate mitigation
strategies. The Audit Committee periodically reviews both inherent and emerging risks in
accordance with the Risk Management Policy and oversees the implementation of mitigation
plans. The Board is regularly apprised of major risks and the corresponding mitigation
measures undertaken by the Management. As on the date of this Report, there are no risks
which, in the opinion of the Board, threaten the existence of the Company. Other business
risks and industry challenges have been discussed in the Management Discussion and
Analysis section of this Annual Report. In addition, disclosures relating to foreign
exchange and commodity price risks are provided in the Notes forming part of the Financial
Statements.
INTERNAL FINANCIAL CONTROL
The Board has adopted appropriate policies and procedures to ensure the
orderly and efficient conduct of the Company's business, including adherence to its
policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy
of accounting records, and timely preparation of reliable financial information. The
internal financial controls over financial reporting are commensurate with the size and
nature of the Company's business. These controls are designed to provide reasonable
assurance regarding the reliability of financial reporting, operational efficiency, and
compliance with the applicable Indian Accounting Standards (Ind AS) and relevant laws. The
Internal Auditor and the Audit Committee periodically review the effectiveness of the
internal financial control system. During the year under review, no material weaknesses or
significant deficiencies were reported by the Internal Auditors regarding the adequacy or
effectiveness of these controls.
DEPOSITS
During the year under review, the Company did not accept any deposits
under Section 73 of the Companies
Act, 2013, read with the Companies (Acceptance of Deposits) Rules,
2014.
ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013,
the Annual Return of the Company as on March 31, 2026, is available on the Company's
website at the following link:
https://www.ceeta.com/disclosures_under_regulation_46_gallery/493823-draft-annual-return-2025-2026.pdf.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND
OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation
of energy, technology absorption and foreign exchange earnings and outgo are annexed
hereto as Annexure II and form part of this Board's Report.
STATUTORY AUDITORS & AUDITORS' REPORT
Pursuant to Section 139 of the Companies Act, 2013, M/s G. K. Tulsyan
& Company, Chartered Accountants (Firm Registration No. 323246E), were appointed as
the Statutory Auditors of the Company for a term of five consecutive years commencing from
the conclusion of the 39th Annual General Meeting until the conclusion of the 44th Annual
General Meeting.
The Statutory Auditors' Report on the Financial Statements for the
financial year ended March 31, 2026,
does not contain any qualification, reservation, adverse remark, or
disclaimer. The Notes forming part of the Financial Statements are self-explanatory and
therefore do not call for any further comments.
INTERNAL AUDITOR & INTERNAL AUDIT
Pursuant to Section 138 of the Companies Act, 2013, M/s DKSK &
Associates, Chartered Accountants (Firm Registration No. 014950S) were reappointed as
Internal Auditors of the Company for the financial year 2025-26.
The quarterly internal audit reports submitted during the financial
year were reviewed by the Audit Committee and the Board at their respective meetings. The
recommendations made therein have been implemented, to the extent considered feasible, by
the Management.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Drolia
& Co., Company Secretaries in Practice (Membership No-2366, Certificate of Practice
No-1362, Peer Review No 1928/2022) was reappointed as the Secretarial Auditor of the
Company for the financial year 2025 2026. The Secretarial Audit Report for the financial
year ended March 31, 2026, forms part of this Board's Report as Annexure III. The
Report does not contain any qualification, reservation, adverse remark, or disclaimer and,
accordingly, does not call for any explanation by the Board.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Auditors have not reported any
instances of fraud committed by the Company's officers or employees to the Audit
Committee, pursuant to Section 143(12) of the Companies Act, 2013, which require
disclosure in this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e), read with Part B of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report forms an integral part of this Annual Report.
REGISTRAR AND TRANSFER AGENTS
There has been no change in the Registrar and Share Transfer Agent
(RTA) of the Company during the year under review. M/s Niche Technologies Private Limited
continues to act as the RTA of the Company. Contact details: 3A Auckland Place, 7th Floor,
Room No. 7A & 7B, Kolkata 700017; Phone 033 2280-6616/17 ; Email
nichetechpl@nichetechpl.com
LISTING ON STOCK EXCHANGES AND STOCK CODE
The Equity Shares of the Company are listed and traded on BSE Limited
under Scrip Code 514171. The annual
listing fees for the financial year 2025-26 has been duly paid to the
Stock Exchange.
DEMATERIALIZATION OF SHARES
The Equity Shares of the Company are admitted with National Securities
Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) for
dematerialization under ISIN INE760J01012.
DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to providing a safe and harassment-free
workplace for all individuals on its premises. The Company strives to maintain an
environment free from discrimination and harassment, including sexual harassment. The
Company has complied with the provisions relating to the constitution of the Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has in place a policy that mandates zero
tolerance towards sexual harassment at the workplace. The policy applies to all employees,
including permanent, contractual and temporary employees, as well as trainees. During the
financial year 2025 26, no complaints were received under the said Act.
Summary of sexual harassment complaints received and disposed of during
the year 2025-26:
| Number of Sexual Harassment Complaints
received |
0 |
| Number of Sexual Harassment Complaints
disposed of |
0 |
| Number of Sexual Harassment Complaints
pending beyond 90 days |
0 |
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT ,
1961
The Company confirms that it has complied with the provisions of the
Maternity Benefit Act, 1961.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There were no significant or material orders passed by any regulator,
court or tribunal during the year that would impact the going concern status of the
Company or its future operations. Details of contingent liabilities and commitments are
disclosed in the Notes forming part of the Financial Statements.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, no application was made and no proceeding
was pending against the
Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF ANY DIFFERENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT
AND VALUATION
WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI)
The Company serviced all its debts and financial commitments as and
when they became due. Accordingly, no one-time settlement was entered into with any bank
or financial institution during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes or commitments affecting the
financial position of the Company
between the end of the financial year to which the financial statements
relate and the date of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the requirement to constitute a
Corporate Social Responsibility Committee and to undertake CSR activities is not
applicable to the Company for the financial year 2025-2026 as the Company does not meet
the prescribed criteria specified under the said section.
MAINTENANCE OF COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013, relating to the
maintenance of cost records, the Company confirms that the provisions of the said section
are not applicable during the financial year 2025-26.
SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with
Secretarial Standard-1 (SS-1) and
Secretarial Standard-2 (SS-2) issued by the Institute of Company
Secretaries of India.
GENERAL
The disclosures not specifically addressed in this Report, as required
under Section 134 of the Companies Act, 2013, read with applicable rules and other
prevailing laws, are not applicable to the Company for the financial year under review.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation for
the continued support and cooperation extended by the Company's customers, shareholders,
investors, vendors, business associates, bankers, government authorities and all other
stakeholders. The Board also expresses its gratitude to all employees and workers for
their dedication, commitment and valuable contribution towards the Company's continued
growth and success.
|
For and on behalf of the Board of
Directors |
|
|
K.M. Poddar |
Avinash Khaitan |
Place : Kolkata |
Managing Director |
Director |
Dated : May 28, 2026 |
DIN : 00028012 |
DIN : 06936383 |
