To
The Members
Your Directors are delighted to present their 43rd Annual Report of the Company for the
financial year 2024-25 along with the audited accounts for the financial year ended March
31, 2025
FINANCIAL PERFORMANCE:
(Rs. In Lakhs)
| PARTICULARS |
Financial Year 2024-25 |
Financial Year 2023-24 |
| Revenue from operation |
3371.35 |
78.20 |
| Other Income |
6.82 |
6.75 |
| Total income |
3378.17 |
84.95 |
| Profit/(Loss) before Interest, Depreciation and Tax |
188.06 |
(118.57) |
| Finance Charges |
- |
- |
| Depreciation |
54.54 |
49.32 |
| Net Profit / Loss Before Tax (PBT) |
133.52 |
(147.53) |
| Provision for Tax |
- |
- |
| Current Tax |
- |
- |
| Provision for earlier years |
- |
- |
| Deferred tax |
- |
- |
| Net Profit (PAT) |
133.52 |
(147.53) |
DIVIDEND:
On account of the accumulated losses, your Directors do not recommend any dividend for
the year ended 31st March, 2025.
TRANSFER TO RESERVES:
The Directors of the company didn't transfer any amount to its reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since the Company has not declared any dividends, there is no unclaimed dividend to be
transferred to Investor Education and Protection Fund.
LISTING OF EQUITY SHARES
Your Company's equity shares are listed on Bombay Stock Exchange (BSE Limited),
Phirozee Jeejeebhoy Towers, Dalal Street, Mumbai-400001, Maharashtra, India.
BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:
The meetings of the board are scheduled at regular intervals to decided and discuss on
business performance, policies, strategies and other matters of significance.
The Company had conducted 4 (Four) Board meetings during the period under review. (i.e:
29.05.2024, 14.08.2024, 14.11.2024, 14.02.2025) The intervening gap between any
consecutive board meetings was within the period prescribed under the provisions of the
Companies Act, 2013 read with the circulars and notifications given by the statutory
authorities.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from those standards;
(b) the directors had 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 financial year and of
the loss of the company for that period;
(c) the directors had 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 confirm that the annual accounts have been prepared 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 operating effectively
and
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have enrolled their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER
MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013:
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished on the Company's website www.kakatiyatextiles.in.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
The Company has not granted any loans or given any security or made any investments
pursuant to the provisions of Section 186 of the Companies Act, 2013 during the year under
review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions entered during the financial year under review are disclosed
in Note No.31 of the Financial Statements of the Company for the financial year ended 31st
March, 2025. These transactions entered were at an arm's length basis and in the ordinary
course of business. There were no materially significant related party transactions with
the Company's Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company. Form AOC-2, containing the note on
the aforesaid related party transactions is enclosed herewith as Annexure I.
The policy on related party transactions as approved by the Board of Directors of the
Company has been uploaded on the company's website and may be accessed through the website
at www.kakatiyatextiles.in
ANNUAL RETURN:
The annual return is placed on the company's website on www.kakatiyatextiles.in
INTERNAL AUDITORS:
The Board of directors based on the recommendation of the audit committee has appointed
M/s. Cherukuri & Co. as the Internal Auditors of the company. The internal auditors
are submitting their report on quarterly basis.
STATUTORY AUDITORS:
Pursuant to Section 139 and other relevant provisions of the Companies Act, 2013 M/s.
Chevuturi Associates, Chartered Accountants, were appointed as Statutory Auditors of the
Company at the 38th Annual General Meeting ("AGM") for the period of 5 years
from conclusion of 38th AGM till the conclusion of 43rd AGM and the tenure of 5 years of
the said auditors is expiring the present AGM.
In view of the above, it is proposed to appoint M/s. Brahmayya & Co., (FR No.
000513S), to the office of Statutory Auditors for a period of 5 years.
The Company has received consent to the said effect. Relevant resolutions form part of
Notice attached hereto.
Further, the Statutory Auditor's report does not contain any qualifications,
reservations, adverse remarks or disclaimers.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, there was no instance of fraud, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of
the Companies Act, 2013 and Rules framed thereunder.
SECRETARIAL AUDITORS:
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and
Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended
the appointment of M/s. P. S. Rao & Associates, Peer Reviewed Firm of Company
Secretaries in Practice as Secretarial Auditors of the Company for a term of up to 5
(Five) consecutive years to hold office from the conclusion of ensuing AGM till the
conclusion of 43rd AGM of the Company to be held in the Year 2030, for approval of the
Members at ensuing AGM of the Company. Brief resume and other details of M/s. P. S. Rao
& Associates, Company Secretaries in Practice, are separately disclosed in the Notice
of ensuing AGM.
M/s. P. S. Rao & Associates have given their consent to act as Secretarial Auditors
of the Company and confirmed that their aforesaid appointment (if made) would be within
the prescribed limits under the Act & Rules made thereunder and SEBI (LODR)
Regulations. They have also confirmed that they are not disqualified to be appointed as
Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and
SEBI (LODR) Regulations.
The Secretarial Audit report for the F.Y. 2024-25, as per the Section 204 of the
Companies Act, 2013 and Rule 9 there-under, forms part of this Report as Annexure- I.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of all
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively. During the year under
review, your Company has complied with the Secretarial Standards issued by the Institute
of Company Secretaries of India.
CHANGE IN NATURE OF BUSINESS:
There were no changes in the nature of business of the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company which has occurred between the financial year ended 31st March, 2025 and the
date of the report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business. The potential risks are inventoried and integrated with the
management process such that they receive the necessary consideration during decision
making.
WHISTLE BLOWER POLICY (VIGIL MECHANISM):
The Company has formulated a whistle blower policy in line with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI ((Listing Obligations
and Disclosure Requirements) Regulations, 2015 to enable the directors and employees to
report concerns about unethical behavior, actual or suspected fraud or violation of the
company's code of conduct or ethics policy. The policy also provides for adequate
safeguards against victimization of director(s) / employee(s) who avail of the mechanism
and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The Whistle Blower policy has been uploaded on the company's website at
www.kakatiyatextiles.in.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance of non-independent
directors and the Board as a whole based on various criteria.
The performance of each Independent Director was evaluated by the entire board of
directors on various parameters like engagement, leadership, analysis, decision making,
communication, governance etc. The Board and the Independent Directors were of the
unanimous view that performance of the Board of Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board having regard to
various criteria such as committee composition, committee, processes, committee dynamics
etc. The Board was of the unanimous view that all the committees were performing their
functions satisfactorily.
DIRECTORS'& KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Vanka
Raja Kumari, Director, retires by rotation at the forthcoming Annual General Meeting and
being eligible offers herself for re-appointment. The Board recommends her reappointment
for the consideration of the members of the company at the forthcoming Annual General
Meeting.
Further, The Board of Directors of the Company at their meeting. Based on the
recommendation of the Nomination & Remuneration Committee, had appointed Ms. Ravali
Vanka as Director, Mr. Kosuru Venkata Sai Charan and Mrs. Kalidindi Padmavathi as
Independent Directors of the Company for a term of 5 years from ensuing Annual General
Meeting till the conclusion of 48th Annual General Meeting and the same is being placed
before the shareholders of the Company in this 43rd Annual General Meeting for their
approval.
COMPOSITION OF BOARD COMMITTEES:
We have in place of all the committees of the board which are required to be
constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Composition of various committees of the Board is hereunder:
AUDIT COMMITTEE:
| Shri. Kudary Anand |
- Chairman |
| Shri. Vanka Ravindranath |
- Member |
| Shri. Venkata Subbarao Gamini |
- Member |
NOMINATION AND REMUNERATION COMMITTEE:
| Shri. Kudary Anand |
- Chairman |
| Shri. Venkata Subbarao Gamini |
- Member |
| Smt. Vanka Raja Kumari |
- Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
| Shri. Kudary Anand |
- Chairman |
| Shri. Venkata Subbarao Gamini |
- Member |
| Smt. Vanka Raja Kumari |
- Member |
FIXED DEPOSITS:
Since the Company has not accepted any fixed deposits covered under Chapter V of the
Companies Act, 2013, and accordingly, the question of default in repayment of deposits or
payment of interest thereon, during the year, does not arise.
EROSION OF NETWORTH:
As at 31st March 2025, your Company had a net worth of Rs. (1286.42) lakhs. Your
Directors believe that the Company's net worth could become positive if the favorable
business trend continues for some time. Therefore, the sickness status has not been
referred to BIFR.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There is no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and company's operation in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control systems to monitor internal business process,
financial reporting and compliance with applicable laws. The Company periodically reviews
the adequacy and effectiveness of the control systems.
The Audit committee of the Board reviews internal control systems and their adequacy,
significant risk areas, observations made by the internal auditors on control mechanism
and the operations of the company, recommendations made for corrective action and the
internal audit reports. The committee reviews with the statutory auditors and the
management, key issues, significant processes and accounting policies.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in
respect of our employees, is attached herewith as Annexure-III.
Further, we do not have any employee whose remuneration falls within the purview of the
limits prescribed under the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and as amended i.e. 8.50 Lakhs per Month or Rs. 1.02 Crores per Annum.
Further, details of top ten employees in terms of remuneration drawn during the
financial year ended 31st March 2025 as required under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is
attached herewith as
Annexure-III.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a report on Management Discussion and Analysis is
herewith annexed as Annexure-IV.
CORPORATE GOVERNANCE REPORT:
Since the paid up capital of the Company is less than Rs.10 Crores and the net worth of
the Company is less than Rs. 25 Crores, the provisions of Regulations 17, 18, 19, 20, 21,
22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and
para C, D & E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
Since your Company does not fall within any of the parameters specified under the
provisions of Section 135 of the Companies Act, 2013 read with Rules made there under,
reporting pursuant to Section 134 (3) (o) is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure-V
to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place a policy on Sexual Harassment of Women at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The company has constituted an internal complaints
committee to address the complaints regarding sexual harassment. All employees are covered
under this policy. The company has not received any complaints during the year under
review.
PERSONNEL RELATIONS:
Staff and Labour relations during the year at all units of the company continued to be
cordial.
ACKNOWLEDGEMENTS:
Your Directors wish to thank the Company's Bankers, Financial Institutions, Customers
and Suppliers for their unstinted support and co-operation.
Your Directors wish to place on record their appreciation of the confidence reposed by
the shareholders in the Company at all times.
The Board of Directors also wishes to thank the employees at all levels for their
excellent support and contribution made by them.
|
By Order of the Board of Directors |
|
For Kakatiya Textiles Ltd |
|
Sd/- |
|
V Ravindranath |
| Place: Tanuku |
Chairman& Director |
| Date: 05.09.2025 |
DIN: 00480295 |
