To,
THE MEMBERS
VIP CLOTHING LIMITED
The Directors of your Company are pleased to present, the 35th
Board's Report, on the working and the progress of the Company, along with audited
financial statement of the Company for the financial year ended on March 31, 2025 and
report of the Auditors thereon.
FINANCIAL RESULTS
Particulars |
Current Year Ended March 31, 2025 |
Previous Year Ended March 31, 2024 |
Revenue from operations |
23,688.69 |
18,327.55 |
Other income |
|
136.03 |
43.12 |
|
|
Total income |
23,824.72 |
18,370.67 |
Less: Total expenditure before finance cost, depreciation
& income tax |
22,023.84 |
18,802.90 |
Profit / (loss) before finance cost, depreciation,
exceptional items and taxes |
1,800.88 |
(432.23) |
Less: Finance costs |
|
804.65 |
908.83 |
|
|
Profit / (loss) before depreciation, exceptional items and
taxes |
996.23 |
(1,341.06) |
Less: Depreciation |
293.95 |
271.78 |
Profit / (loss) before exceptional items & tax |
702.28 |
(1,612.84) |
Add / (less): Exceptional items |
|
-- |
-- |
|
|
Profit / (loss) before taxes |
702.28 |
(1,612.84) |
Less: Income tax expense: |
|
|
Current tax |
-- |
- |
Deferred tax charge / (benefit) |
156.63 |
(347.72) |
Profit / (loss) for the period before other comprehensive
income |
545.65 |
(1,265.12) |
Add/(less): Other comprehensive income |
|
|
Re-measurement gains / (losses) on defined benefit plans (net
of tax) |
(5.50) |
(19.75) |
Fair value of cash flow hedges through other comprehensive
income (net of tax) |
-- |
- |
Total other comprehensive income for the year |
(5.50) |
(19.75) |
Total comprehensive income for the year |
540.15 |
(1,284.87) |
OPERATIONS
Revenue from operations for the financial year 2024-25 stood to '236.89
crore as '183.28 crore in the previous financial year 2023-24. There was an increase in
the revenue by 29% as compared to the previous year.
The Earnings before interest, tax, depreciation and amortisation
(EBITDA) during the current year stood around 8% as against the negative 3% in the
previous year.
The net profit for the financial year 2024-25, stood around '5.46 crore
as against the net loss of '12.65 crore in the previous financial year 2023-24.
DIVIDEND
The Board has not recommended any dividend on Equity Share Capital for
the financial year ended on March 31, 2025.
TRANSFER TO RESERVE
No amount has been transferred to General Reserve for current and
previous financial year.
DISCLOSURES RELATED TO SHARE CAPITAL AND EMPLOYEE STOCK OPTIONS Issue
of Shares and Other Convertible Securities
a. Preferential Issue of Convertible Warrants Into Equity Shares:
The members of the Company approved the preferential issue of
1,01,50,000 fully Convertible equity warrants with each warrant convertible into or
exchangeable for One fully paid-up equity share of the Company of face value of ' 2/- each
fully paid at ' 44.50/- including the premium of ' 42/- specified Promoter(s) / Promoter
Group and Non-Promoter Persons / Entities (Public) category through postal ballot on
January 10, 2023.
The Company has issued and allotted 1,01,50,000 convertible warrants to
public and promoter groups at the rate of ' 44.50 per warrant on January 25, 2023. The
Company received an amount equivalent to twenty-five per cent of the consideration against
each warrant on the date of allotment of warrants. As per SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 "SEBI (ICDR) Regulations" the tenure
of such warrants should not exceed 18 months from the date of allotment. Accordingly, the
last date of conversion of such warrants should not be beyond July 24, 2024.
The Company has received the balance amount (balance 75%) only for
35,50,000 convertible warrants and accordingly Company has allotted 35,50,000 fully paid
equity shares on conversion of warrants on July 24, 2024.
b. Preferential Issue of Convertible Warrants into Equity Shares:
The members of the Company approved the preferential issue of
1,23,03,000 fully Convertible equity warrants with each warrant convertible into or
exchangeable for One fully paid-up equity share of the Company of face value of ' 2/- each
fully paid at ' 45/- including the premium of ' 43/- to person(s) belonging to
Non-Promoter category at the Extra Ordinary General Meeting held on August 5, 2024.
As per Special Resolution, passed by the members, an amount equivalent
to twenty-five per cent of the consideration shall be payable at the time of subscription
and allotment of warrants, and the remaining seventy-five per cent of the consideration
shall be payable on the exercise of options against each such warrant. In the event that
the proposed allottees does not exercise the option for Equity Shares against any of the
warrants within a period of eighteen months from the date of allotment of such Warrants,
the unexercised warrants shall lapse, and the consideration paid by the proposed allottees
shall be forfeited by the Company.
Consequent on receipt 25% part consideration aggregating to '
12,83,06,250/- on various dates upto October 3, 2024, thereafter, Security Allotment
Committee allotted 1,14,05,000 warrants on October 3, 2024, by passing resolution by
circulation under section 175 of the Companies Act, 2013.
Issue size |
Preferential Issue of upto 1,23,03,000 warrants at an Issue
price of ' 45.00/- each aggregating to ' 55,36,35,000/-. |
Conversion |
Each warrant convertible into one fully paid up equity share
of ' 2/- each. |
Payment terms |
25% (' 11.25 per warrant) to be called upfront; and balance
75% (' 33.75 per warrant) on exercising the conversion option within 18 months from the
date of allotment. |
As per SEBI (ICDR) Regulations, the tenure of such warrants should not
exceed 18 months from the date of allotment. Accordingly, the last date of conversion of
such warrants should not be beyond April 02, 2026. The Company will convert the warrants
into equity on receipt of the balance amount (balance 75%) i.e. and accordingly Company
shall allot the fully paid equity shares on conversion of warrants.
c. Preferential Issue of Equity Shares:
The members of the Company had approved the preferential issue of
93,06,000 equity shares of face value of ' 2/- each fully paid at ' 45/- including the
premium of ' 43/- to person(s) belonging to Non-Promoter category at the Extra Ordinary
General Meeting held on August 5, 2024.
Further, the Security Allotment Committee allotted 39,83,000 Equity
shares on October 3, 2024, by passing resolution by circulation under section 175 of the
Companies Act, 2013 on receipt of fund of ' 17,92,35,000/- by the subscriber.
Except above, the Company has not made any issue or allotment of shares
during the year under review.
Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company hereby confirms that:
The proceeds of the said issue have been fully utilized for the
purposes stated in the offer document/ explanatory statement.
There has been no deviation or variation in the utilization of the
proceeds of the issue from the objects stated.
The Audit Committee has reviewed and noted the utilization of funds and
confirmed that there is no deviation.
THE MEMBERS ARE HEREBY INFORMED THAT, PURSUANT TO THE AFORESAID
ALLOTMENT OF WARRANTS AND CONSEUQENT CONVERSION OF WARRANTS INTO THE EQUITY SHARES, THE
STATUS OF EACH OF THE INVESTOR WHO HAD SUBSCRIBED TO THE AFORESAID ALLOTMENT, SHALL BE
SAME AS BEFORE AND AFTER THE ISSUE / CONVERSION. THE PROMOTER & PROMOTER GROUP
INVESTORS ARE CONTINUE TO BE PROMOTER & PROMOTER GROUP POST ALLOTMENT AS WELL AS
CONVERSION OF WARRANTS INTO EQUITY SHARES AND REMAINING PUBLIC INVESTORS SHALL BE CONTINUE
AS PUBLIC SHAREHOLDERS AND THERE WILL BE NO CHANGE IN CONTROL, WHICH WAS ALREADY DISCLOSED
IN THE POSTAL BALLOT NOTICE ISSUED TO THE MEMBERS OF THE COMPANY.
Except above there are no other changes in the Share Capital. The
Company has not issued equity shares with differential voting rights /Sweat equity
shares/ESOP.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
As on March 31, 2025, the Company does not have any subsidiary, Joint
Ventures and Associate Companies. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board
of Directors:
Present terms of Mr. Sunil Pathare as Chairman and Managing Director
and Mr. Kapil Pathare as Whole Time Director of the Company completed on March 31, 2025
and based on recommendation of Nomination and Remuneration Committee and Board meeting
held on February 12, 2025, Mr. Sunil Pathare has been re-appointed as Chairman and
Managing Director and Mr. Kapil Pathare as Deputy Managing Director by shareholder of the
Company by way of postal ballot for a period of three years w.e.f. April 01, 2025.
Mr. Uday Laxman Ajgaonkar appointed as a Non-Executive Independent
Director of the Company with effect from March 22, 2025 by way of postal ballot based on
recommendation of the Nomination and Remuneration Committee, the Board of Directors
Meeting held on February 12, 2025.
Mrs. Meher Castelino, ceased to be Director of the Company with effect
from March 23, 2025 upon completion of her second term as an Independent Director.
Your Directors place on record their appreciation of the services
rendered by her during her tenure as Director of the Company.
As on March 31, 2025, the Board consisted of 6 (Six) Directors out of
which 4 (Four) are Non-Executive Independent Directors and 2 (Two) are Executive
Directors.
All the Independent Directors have given declarations that they meet
the criteria of Independence mentioned under Regulation 16(b) of Chapter IV of SEBI's
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of
the Companies Act, 2013.
Retirement by rotation:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Sunil J. Pathare (DIN: 00192182), Director of
the Company, liable to retire by rotation at the ensuing 35th Annual General
meeting and being eligible have offered himself for re-appointment.
There were no changes apart from above in Directors.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Company has the following Key Managerial Personnel:
Sr. No. Name of Director(s) |
Designation |
1. Mr. Sunil Pathare |
Chairman & Managing Director |
2. Mr. Kapil Pathare |
Deputy Managing Director |
3. Mr. Devendra Vyas |
Chief Financial Officer |
4. *Mrs. Archana Mungunti |
Company Secretary & Compliance Officer |
5. **Mr. Rahul Soni |
Company Secretary & Compliance Officer |
*Mrs. Archana Mungunti resigned as Company Secretary and Compliance
Officer with effect from June 21, 2024. **Mr. Rahul Soni appointed as Company Secretary
and Compliance Officer with effect from August 14, 2024. There were no changes apart from
above in Key Managerial Personnel.
COMMITTEES OF THE BOARD
Pursuant to the Provisions the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Company has constituted the
following Committees:
Audit Committee
Corporate Social Responsibility Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
All the above committee was reconstituted with effect from March 22,
2025 by inducting the Mr. Uday Laxman Ajgaonkar as a member of the Committee and also
Chairman of Stakeholder Relationship Committee.
The details of the Committees of the Board along with their
composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report forming part of this Annual Report FY 2024-25.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI's
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual
evaluation of performance of its own and it's Committees and the Directors individually at
the meeting of Independent Directors held on February 12, 2025 and as per the criteria
specified by SEBI all the relevant factors for evaluating the performance of the
Committees and of the Board was discussed.
NUMBER OF MEETING OF THE BOARD
The Board of Directors met 6 (Six) times during the financial year
2024-25, the details of which are given in the Corporate Governance Report that forms part
of this Annual Report. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company during the
year under review were in the ordinary course of business, on arm's length basis and in
accordance with the provisions of the Companies Act, 2013 read with the Rules issued
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There was no material related party transactions during the year under review.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any Loans, Guarantees and also not made any
Investments under Section 186 of the Companies Act, 2013.
PUBLIC DEPOSITS
The Company has neither invited nor accepted/renewed any
"Deposit" from public within the meaning of the term "Deposits" under
the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.
UNSECURED BORROWING
The company has no outstanding unsecured long term borrowing from the
Directors of the company in adherence to the provisions of the Companies Act, 2013.
FIXED DEPOSIT
During the year, the Company has not accepted any fixed deposits under
the Companies Act, 2013.
ANNUAL RETURN
Pursuant to sub section (3) of Section 92 of the Companies Act, 2013,
read with relevant Rules, the Company is required to place Annual Return on its website
and provide a link of the same in the Board's Report.
Annual Return in the prescribed format proposed to be submitted to the
Registrar of Companies for the current financial year is available on the Company's
website at http://www.vipclothing.in/investor.html#parentHorizontalTab2
CORPORATE SOCIAL RESPONSIBILITY
Accordance with Section 135 of the Companies Act, 2013, Corporate
Social Responsibility (CSR) provisions are applicable only to companies that meet certain
thresholds. Our Company does not fulfil the criteria outlined in Section 135, during the
financial year specifically regarding the required turnover, net worth, or profit
thresholds.
However, the Composition of the Committee remains in place and is in
compliance with the Section 135 of the Companies Act, 2013.
The details about the initiatives taken by the Company on Corporate
Social Responsibility (CSR) activities during the year are as per the annexure attached to
the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure
- A to this Report. The policy is available on the website of the Company
http://www.vipclothing.in/investor relation/policies/FY 22/CSR%20Policv.pdf
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Pursuant to Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the formation of a Risk Management Committee is
not mandatory for the Company. However, in line with best corporate governance practices,
the Company has voluntarily constituted a Risk Management Committee to oversee and manage
risks associated with its operations.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of operations. These systems are routinely
tested and evaluated by Statutory as well as Internal Auditors' and cover all offices,
factory and key business areas, significant audit observations and follow up actions
thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and
effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening of the
Company's risk management systems.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in conducting its affairs in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behaviour. In order to achieve the same, the Company has formulated
a Whistle Blowers Policy to provide a secure environment and to encourage all employees
and Directors of the Company, Members, customers, vendors and / or third party
intermediaries to report unethical, unlawful or improper practices, acts or activities in
the Company if any, and to prohibit managerial personnel from taking any adverse action
against those employees who report such practices in good faith. The Whistle Blower Policy
is available on the website of the Company at http://www.vipclothing.in/investor
relation/policies/FY 22/Whistle%20Blower%20Policy.pdf
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. This policy also lays down criteria for selection and appointment of Board
Members. The policy is available on the website of the Company
http://www.vipclothing.in/investor relation/policies/FY 22/Remuneration%20Policy.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
The Business Responsibility and Sustainability Reporting
("BRSR") as required by Regulation 34(2)(f) of Chapter IV of SEBI's (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your
Company for the financial year ending on March 31, 2025.
CORPORATE GOVERNANCE
As per Schedule V read with Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
Corporate Governance practice followed by the Company, together with the certificate from
Practising Company Secretary confirming the compliance on Corporate Governance forms an
integral part of this report.
FAMILIARISATION PROGRAMMES FOR DIRECTORS
Pursuant to Section 149 read with Schedule IV, Part III of the
Companies Act, 2013 and Regulation 25 of the SEBI's (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company familiarizes its Independent Directors on
their roles, rights, responsibilities, nature of the industry in which the Company
operates, business model of the Company and its products as a regular practice.
The details related to Directors attending the Familiarisation
programmes are available on the website of the Company:
http://www.vipclothing.in/investor
relation/policies/Familarisation%20Program%20for%20Independent%20Directors 24-25.pdf DIRECTORS
RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanation obtained by them, the Directors make the following statement in terms of
Section 134(3) (c) of the Companies Act, 2013 that:
(a) in the preparation of the annual accounts of the Company for the
financial year ended on March 31, 2025, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(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, 2025
and of the profit of the Company for the year ended on March 31, 2025;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 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
operating effectively;
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
AUDITORS
APPOINTMENT OF STATUTORY AUDITORS:
Casual Vacancy:
M/s. MSKA & Associates Chartered Accountants (FRN: 105047W) were
appointed statutory auditor of the Company by the members at the 31st Annual
General Meeting held on September 24, 2021, for their first term of 5 (Five) year from the
conclusion 31st AGM till the conclusion of 36th Annual General
Meeting of the Company to perform the audit of the financial statements of the Company for
the financial years 2021-22 to 2025-26., on a remuneration mutually agreed upon by the
Board of Directors and the Statutory Auditors. M/s. MSKA & Associates, Chartered
Accountants (FRN: 105047W) has resigned from the office of Statutory Auditor vide their
letter dated November 14, 2024, before completion of their term. Their resignation has
caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8)
of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can
only be filled up by the Company after taking consent of the members.
The Board of Directors at their meeting held on November 21, 2024, on
the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8)
of the Companies Act, 2013, has appointed M/s. DMKH & Co., Chartered Accountants (FRN:
116886W), to hold office as Statutory Auditor of the Company till the conclusion of 35th
Annual General Meeting and to fill up the casual vacancy caused by the resignation of M/s.
MSKA & Associates, Chartered Accountants, subject to approval of members of the
Company, at such remuneration plus applicable taxes and out of pocket expenses, as may be
determined and recommended by the Audit Committee in consultation with the Auditors and
duly approved by the Board of Directors of the Company.
The Company has received a letter from M/s. DMKH & Co., Chartered
Accountants communicating their eligibility and consent to accept the office, if
appointed, to act as a Statutory Auditor of the Company in place of M/s. MSKA &
Associates, Chartered Accountants with a confirmation that, their appointment, if made,
would be within the limits prescribed under the Companies Act, 2013.
Thereafter, the members of the Company approved and appointed M/s. DMKH
& Co., Chartered Accountants (FRN: 116886W) as Statutory Auditor of the Company
through postal ballot on December 29, 2024 till the conclusion till the conclusion of 35th
Annual General Meeting.
The Statutory Auditors' Report issued by M/s. DMKH & Co., Chartered
Accountants (FRN: 116886W) forms part of the Annual Report. There is no audit
qualification, reservation, or adverse remark for the year under review.
Appointment of Statutory Auditor:
M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), the present
Statutory Auditors of the Company, will hold office till the conclusion of the 35th
Annual General Meeting of the Company. The Board has recommended the re-appointment of
M/s. DMKH & Co., Chartered Accountants (FRN: 116886W), as the statutory auditors of
the Company, for a first term of five consecutive years, from the conclusion of the 35th
Annual General Meeting scheduled to be held in the financial year 2025-26 till the
conclusion of the 40th Annual General Meeting to be held in the Financial year
2030-31, for approval of shareholders of the Company, based on the recommendation of the
Audit Committee.
The Ministry of Corporate Affairs (MCA), vide its commencement
Notification No. SO 1833(E) dated May 07, 2018, has notified and amended the relevant
provision of the Companies Act, 2013 relating the requirement of placing the matter
relating to ratification of appointment of Statutory Auditors by members at every Annual
General Meeting. The said amendment has done away with the requirement of Ratification of
appointment of the Statutory Auditors. Therefore, M/s. DMKH & Co., Chartered
Accountants (FRN: 116886W), will continue to hold office till conclusion of the 40th
AGM and their appointment will not be subject to ratification by the members at every
intervening AGM held after 35th AGM.
APPOINTMENT OF SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation
24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit
Committee approved appointment of M/s. KRS AND CO., Practicing Company Secretaries (Firm
Registration No. S2017MH469000 and Peer Review No. 3967/2023), Thane, Maharashtra,
represented by CS. Ketan Ravindra Shirwadkar, Proprietor (Membership No. A37829 and COP
No. 15386), a peer reviewed firm of Company Secretaries in Practice as Secretarial
Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31,
2030, subject to approval of the Shareholders of the Company at the ensuing AGM.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
During the year under review, there have been no instances of any fraud
reported by the statutory auditors under section 143(12) of Companies Act, 2013 and the
Rules made thereunder to the Audit Committee of the Board.
COST RECORD AND COST AUDIT
There has been no notification till date, covering our industry for the
purpose of maintenance of Cost Accounting Records and Cost Audit for the financial year
2024-25.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Company has appointed M/s. RS & MP Associates,
Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for the financial year ended on March 31, 2025 is appended as Annexure
- B to this Report.
In respect of the observations in the Secretarial Audit Report, there
no qualification, reservation or adverse remark or disclaimer by the Secretarial Auditors
in respect of Secretarial Audit for the year ended March 31, 2025.
STATUTORY INFORMATION
The information on 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(3) of the Companies (Account) Rules, 2014 is given in Annexure -
C to this report.
The information required under Section 197(12) of the Companies Act,
2013 read with Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and forming part of the Board's Report for the year
ended on March 31, 2025 is given in a separate Annexure - D to this Report.
None of the Employees of the Company are in receipt of Rupees One Crore
and Two Lakhs per annum or RupeesEight Lakhs and Fifty Thousand per month during the year
under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
No significant and material orders were passed by the
Regulators/Courts/Tribunals during the year which would impact the going concern status of
the Company's future operations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AS ON THE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of
the Company occurred during the financial year to which these financial statements relate
as on the date of this report.
CREDIT RATING
The Credit Rating rationale as on March 28, 2025, India Ratings and
Research Private Limited has upgraded the following rating with respect to the Credit Bank
Facilities availed by the Company as follows:
Instrument Type |
Size Issue (million) |
Rating Assigned along with Outlook/Watch |
Rating Action |
Fund-based working capital limit working capital limit |
INR 616.30 |
IND BB+/Stable/IND A4+ |
Long-term rating upgraded; shortterm rating affirmed; Off
Rating Watch with Positive Implications |
Working capital term loan capital limit Working |
INR 67.40 |
IND BB+/Stable |
Upgraded; Off Rating Watch with Positive Implications |
Non-fund-based working capital Limit |
INR 323.50 |
IND A4+ |
Affirmed; Off Rating Watch with Positive Implications |
Proposed non-fund-based working capital limit |
INR 42.80 |
IND A4+ |
Affirmed; Off Rating Watch with Positive Implications |
LISTING
Equity shares of the Company are listed on the BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE) and listing fees have been paid
accordingly.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through various
interventions and practices. It is the continuous endeavour of the Management of the
Company to create and provide an environment to all its employees that is free from
discrimination and harassment including sexual harassment. The Company has constituted
Internal Complaints Committee (ICC).
In accordance with the provision of Section 134 of the Companies Act,
2013 read with the revised rule Section 8(5)(A) of the Companies (Accounts) rules, 2014,
Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013;
(a) number of complaints of sexual harassment received in the year-NIL
(b) number of complaints disposed off during the year; and-NIL
(c) number of cases pending for more than ninety days-NIL
During the year 2024-25, initiatives were undertaken to demonstrate
Company's zero tolerance policy against discrimination and sexual harassment, which
included creation of comprehensive and easy to understand training and communication
material. In addition, online workshops were also run for the employees to enhance
awareness and knowledge
CONFIRMATION ON COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY
BENEFITS ACT, 1961.
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on March 31,
2025.
Male Employees : 326 Female Employees : 36 Transgender Employees : NIL
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.
The Company has complied with the provisions of the Maternity Benefit
Act, 1961.
SAFETY, HEALTH & ENVIRONMENT
Your Company is committed to maintain its efforts in providing a safe
working environment to its employees. At the same time, we are keeping our plants
operational and thus, trying to contribute towards the restoration of the economic
activity and provide earnings to labour and staff.
HUMAN RESOURCE
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business.
Employees are considered to be team members being one of the most
critical resources in the business which maximize the effectiveness of the Organization.
Human resources build the Enterprise and the sense of belonging would
inculcate the spirit of dedication and loyalty amongst them towards strengthening the
Company's Polices and Systems. The Company takes various HR initiatives to align the HR
policy to the growing requirements of Business. Your Company regularly conducts technical
and safety training programmes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Regulations is provided in a separate section and
forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DECLARATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No application was made or any proceedings where pending under the
Insolvency and Bankrupcty Code, 2016
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the year under review, there are no instance of One time
settlement.
ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of
appreciation the encouragement, support and co-operation received by the Company from its
Bankers viz. State Bank of India, IDBI Bank Limited, HDFC Bank Limited and BSE Limited,
National Stock Exchange of India Limited, Members, Suppliers and Esteemed Customers of the
Company.