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Directors Report of Ceenik Exports (India) Ltd.
Mar 31, 2025
The Board of Directors of the Company have great pleasure in presenting the 31st Boards'' Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the Company.
1. FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized
as follows:
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Revenue from Operations |
- |
- |
|
Other Income |
1,602.28 |
542.08 |
|
Total Income |
1,602.28 |
542.08 |
|
Employee Benefit Expenses |
17.55 |
23.14 |
|
Financial Cost |
132.52 |
170.06 |
|
Depreciation and amortization expenses |
16.33 |
20.60 |
|
Other Expenses |
1,934.22 |
243.48 |
|
Total Expenses |
2,100.62 |
457.28 |
|
Profit/(Loss) before Tax |
(498.34) |
84.80 |
|
Less: Exceptional items |
- |
- |
|
Profit/(Loss) before Tax |
(498.34) |
84.80 |
|
Provision for Taxation (Net) |
(3.15) |
(27.58) |
|
Profit/(Loss) after tax |
(501.49) |
57.22 |
|
Other Comprehensive income for the financial year |
- |
- |
|
Total Comprehensive income/(loss) for the financial year |
(501.49) |
57.22 |
|
Earnings per Equity Share (^) - Face value of 10/- each |
(12.47) |
1.71 |
2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:
PRINCIPAL ACTIVITY:
The principal activity of the Company is Manufacturing of garments. There have been no significant
changes in the nature of the principal activities during the financial year. The Company is trying to
make the optimum use of the resources so available.
FINANCIAL PERFORMANCE OVERVIEW
During the year under review, the Company has earned a total Income of Rs. 1,602.28 Lakhs for the
year ended March 31, 2025 as against Rs. 542.08 Lakhs in the previous financial year.
The Company has recorded a profit (PBT) of Rs (498.34) Lakhs for the year ended March 31, 2025
as compared to Rs 84.80 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs (501.49) Lakhs as
compared to Rs 57.22 Lakhs in the previous financial year.
3. DIVIDEND/ TRANSFER TO RESERVES:
The Board of Directors of the Company has declared the Interim Dividend @150% (Rs 15/-Per Equity Share)
For the Financial Year 2024-2025.
The Board of directors of the company has not recommended final Dividend for the financial year 2024-25.
In Financial year 2024-25 the net reserve maintained with the Company is Rs. 1677.42 Lakhs, while in the
year 2023-24 reserve was Rs. 636.81 Lakhs.
Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.
4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:
There are no material changes and commitments between the end of the financial year of the company to
which the financial statement relates and the date of this report.
5. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to
time, during the year under review.
6. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the financial year ended March 31, 2025.
7. CAPITAL STRUCTURE:
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2025 was Rs 7,50,00,000 /- (Rupees Seven
Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 4,02,00,000 /- (Rupees Four Crore Two
Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.
CHANGES IN SHARE CAPITAL: There is change in share capital of Company during the financial year. As the
Company has made Bonus issue of the shares of the company, hence the Issued and Paid-up Share Capital of
the Company was Increased from Rs 3,35,00,000 divided into 33,50,000 shares of Rs 10 Each to
Rs 4,02,00,000 divided into 40,20,000 shares of Rs 10 each.
8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
As on March 31, 2025 the Company does not have Holding, Subsidiaries, Associate Company, and Joint
Venture Company.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board is duly constituted according to the provisions of the Company Act.
The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section
164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the
Company.
The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms.
Vasantiben Jayantibhai Menat, Mr. Vijay Anant Chavan.
Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:
1. Appointment of Mr. Vijay Anant Chavan as Non-Executive Independent Directors of the Company;
2. Appointment of Ms. Vasantiben Jayantibhai Menat as Non-Executive Independent Directors of the
Company;
3. Resignation of Ms. Devanshi Damani as a Non-Executive Independent director;
4. Resignation of Ms. Nidhi Grover as a Non-Executive Independent director;
5. Resignation of Mr. Bhagwan Shivaji Gore as a Company Secretary & Compliance Officer.
6. Appointment of Ms. Mitali Chhoriya as a Company Secretary & Compliance Officer;
7. Details of all Directors/KMP which has been appointed/resigned has been mentioned below:
|
Sr. No |
Name of Director |
Designation |
Appointment/ Resignation |
Date of Appointment/ |
|
1 |
Mr. Narain Nanik |
Managing Director |
No Change |
01/02/1995 |
|
2 |
Mrs. Kavita Narain |
Director |
No Change |
14/03/2015 |
|
3 |
Mr. Vijay Anant Chavan |
Non-Executive, |
Appointment |
14/10/2024 |
|
4 |
Mrs. Vasantiben Jayantibhai |
Non-Executive, |
Appointment |
20/11/2024 |
|
5 |
Ms. Devanshi Damani |
Non-Executive, |
Resignation |
21/01/2025 |
|
6 |
Ms. Nidhi Grover |
Non-Executive, |
Resignation |
12/06/2024 |
|
7 |
Mr. Dhondiram Shankar |
Chief Financial Officer |
No Change |
15/07/2019 |
|
8 |
Mr. Bhagwan Shivaji Gore |
Company Secretary & |
Resignation |
03/07/2024 |
|
9 |
Ms. Mitali Chhoriya |
Company Secretary & |
Appointment |
20/11/2024 |
Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:
10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfil the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to
undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act however two Independent directors yet to complete the online proficiency self¬
assessment test as they have two years'' time period for completion of the same and company already ask
them to complete online proficiency self-assessment test. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.
11. BOARD AND COMMITTEE MEETING:
Number of Board Meetings:
During the financial year ended March 31, 2025, fourteen (14) meetings of the Board of Directors were
conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.
12. COMMITTEES OF THE BOARD:
The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of applicable
laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Vasantiben Jayantibhai Menat |
Member |
|
3. |
Mr. Narain Nanik Hingorani |
Member |
All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the
Board.
Meeting of Audit Committee and Relevant Quorum:
The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members
or one third of the members of the Audit Committee, whichever is greater, with at least two Independent
Directors.
The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.
During the year under review, the Company held 9 (Nine) Audit Committee meetings. And There was
Reconstitution of Audit Committee on 21st January 2025. As Devanshi Damani has resigned from the position
and Appointing Mr. Vijay Anant Chavan and Vasantiben Jayantibhai Menat in the present Audit Committee.
Company Secretary shall act as the secretary to the Audit Committee.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.
Composition of the Committee:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Vasantiben Jayantibhai Menat |
Member |
|
3. |
Ms. Kavita Narain Hingorani |
Member |
Meeting of Nomination and Remuneration Committee and Relevant Quorum:
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members
or one third of the members, whichever is greater. The Committee is required to meet at least once a year.
During the year under review, the Company held 3 (Three) Nomination and Remuneration Committee
meetings. There was also a Reconstitution in the Committee as Devanshi Damani has resigned from the
position in the Company on 21st January 2025 and appointed Vijay Anant Chavan and Vasantiben Jayantibhai
Menat in the present Nomination and Remuneration Committee of the Company
Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.
The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.
Composition of the Committee:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Narain Nanik Hingorani |
Member |
|
3. |
Ms. Kavita Narain Hingorani |
Member |
Meeting of Stakeholder''s Relationship Committee and Relevant Quorum:
The Stakeholderâs Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder''s Relationship Committee shall be two members present.
During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.
Company Secretary shall act as the secretary to the Stakeholder''s Relationship Committee.
13. NOMINATION AND REMUNERATION POLICY:
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.
The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on
the website of your Company www.ceenikexports.in
14. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.
The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.
15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company''s procedures and practices, the website link is
www.ceenikexports.in/
ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets
related to working of Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors including
Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the
performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the
evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.
16. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013
and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy
is disclosed on the website of the Company at www.ceenikexports.in/
RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.
18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.
19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company''s operations in future.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT
The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - I.
21. AUDITORS:
STATUTORY AUDITORS
M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the
statutory auditors of the Company at the 30th Annual General Meeting of the Company for a term of five
consecutive years i.e. from the conclusion of 30th AGM, till the conclusion of 35th AGM in terms of provisions
of section 139 of the Act.
Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year
ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or
adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for
the year under review.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The
Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as
Annexure-II and forms part of this report.
INTERNAL AUDITORS
The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr.
Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor
conducts the internal audit of the functions and operations of the Company.
AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013,
during the year under review.
The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any
further explanation.
Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report.
22. EXTRACTS OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Companyâs website www.ceenikexports.in.
23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a
part of this report as Annexure - III.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014:
[A] CONSERVATION OF ENERGY:
1. Steps taken and impact on conservation of energy: Not Applicable
2. Steps taken by the Company for utilizing alternate sources of energy: None
3. Capital investment on energy conservation equipment: None
[B] TECHNOLOGY ABSORPTION:
1. Efforts made towards technology absorption: There is no imported technologies
2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable
3. Information regarding technology imported ruing the last three years: No Technology is imported
4. Expenditure incurred on Research and Development:
|
Particulars |
2024-25 |
|
Capital |
NIL |
|
Recurring |
NIL |
|
Total: |
NIL |
|
Total R&D expenditure as a percentage of total turnover |
N.A. |
Further the Company has ceased its Garments and Textile business operations with effect from April 1, 2025.
The details of Foreign Exchange Earnings and Outgo during the year are NIL.
25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure IV which forms part of this Report.
26. HUMAN RESOURCES
The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.
27. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND
AS and the financial statements for the year ended March 31, 2025 are prepared in accordance to the same.
28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee (''ICC'') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to
sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s of the Company.
29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.
30. MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,
2025 and accordingly such accounts and records were not required to be maintained.
31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation was observed.
32. GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Companyâs website
www.ceenikexports.in
33. INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.
34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, there were no transactions or events with respect to the one-time settlement
with any bank or financial institution; hence no disclosure or reporting is required.
35. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility
Statement it is hereby confirmed:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going
concern basis following applicable accounting standards and that no material departures have been
made from the same;
b) Accounting policies selected were applied consistently and the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, 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 profits and loss
of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;
d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.
36. ACKNOWLEDGEMENTS:
Your Director''s place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Your Directorâs also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.
By the order of the Board
For Ceenik Exports (India) Limited
Sd/-
Place: Mumbai (Narain Nanik Hingorani)
Date: 12/08/2025 Chairman & Managing Director
DIN:00275453
The Board of Directors of the Company have great pleasure in presenting the 31st Boards'' Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the Company.
1. FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized
as follows:
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Revenue from Operations |
- |
- |
|
Other Income |
1,602.28 |
542.08 |
|
Total Income |
1,602.28 |
542.08 |
|
Employee Benefit Expenses |
17.55 |
23.14 |
|
Financial Cost |
132.52 |
170.06 |
|
Depreciation and amortization expenses |
16.33 |
20.60 |
|
Other Expenses |
1,934.22 |
243.48 |
|
Total Expenses |
2,100.62 |
457.28 |
|
Profit/(Loss) before Tax |
(498.34) |
84.80 |
|
Less: Exceptional items |
- |
- |
|
Profit/(Loss) before Tax |
(498.34) |
84.80 |
|
Provision for Taxation (Net) |
(3.15) |
(27.58) |
|
Profit/(Loss) after tax |
(501.49) |
57.22 |
|
Other Comprehensive income for the financial year |
- |
- |
|
Total Comprehensive income/(loss) for the financial year |
(501.49) |
57.22 |
|
Earnings per Equity Share (^) - Face value of 10/- each |
(12.47) |
1.71 |
2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:
PRINCIPAL ACTIVITY:
The principal activity of the Company is Manufacturing of garments. There have been no significant
changes in the nature of the principal activities during the financial year. The Company is trying to
make the optimum use of the resources so available.
FINANCIAL PERFORMANCE OVERVIEW
During the year under review, the Company has earned a total Income of Rs. 1,602.28 Lakhs for the
year ended March 31, 2025 as against Rs. 542.08 Lakhs in the previous financial year.
The Company has recorded a profit (PBT) of Rs (498.34) Lakhs for the year ended March 31, 2025
as compared to Rs 84.80 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs (501.49) Lakhs as
compared to Rs 57.22 Lakhs in the previous financial year.
3. DIVIDEND/ TRANSFER TO RESERVES:
The Board of Directors of the Company has declared the Interim Dividend @150% (Rs 15/-Per Equity Share)
For the Financial Year 2024-2025.
The Board of directors of the company has not recommended final Dividend for the financial year 2024-25.
In Financial year 2024-25 the net reserve maintained with the Company is Rs. 1677.42 Lakhs, while in the
year 2023-24 reserve was Rs. 636.81 Lakhs.
Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.
4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:
There are no material changes and commitments between the end of the financial year of the company to
which the financial statement relates and the date of this report.
5. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to
time, during the year under review.
6. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the financial year ended March 31, 2025.
7. CAPITAL STRUCTURE:
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2025 was Rs 7,50,00,000 /- (Rupees Seven
Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 4,02,00,000 /- (Rupees Four Crore Two
Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.
CHANGES IN SHARE CAPITAL: There is change in share capital of Company during the financial year. As the
Company has made Bonus issue of the shares of the company, hence the Issued and Paid-up Share Capital of
the Company was Increased from Rs 3,35,00,000 divided into 33,50,000 shares of Rs 10 Each to
Rs 4,02,00,000 divided into 40,20,000 shares of Rs 10 each.
8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
As on March 31, 2025 the Company does not have Holding, Subsidiaries, Associate Company, and Joint
Venture Company.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board is duly constituted according to the provisions of the Company Act.
The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section
164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the
Company.
The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms.
Vasantiben Jayantibhai Menat, Mr. Vijay Anant Chavan.
Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:
1. Appointment of Mr. Vijay Anant Chavan as Non-Executive Independent Directors of the Company;
2. Appointment of Ms. Vasantiben Jayantibhai Menat as Non-Executive Independent Directors of the
Company;
3. Resignation of Ms. Devanshi Damani as a Non-Executive Independent director;
4. Resignation of Ms. Nidhi Grover as a Non-Executive Independent director;
5. Resignation of Mr. Bhagwan Shivaji Gore as a Company Secretary & Compliance Officer.
6. Appointment of Ms. Mitali Chhoriya as a Company Secretary & Compliance Officer;
7. Details of all Directors/KMP which has been appointed/resigned has been mentioned below:
|
Sr. No |
Name of Director |
Designation |
Appointment/ Resignation |
Date of Appointment/ |
|
1 |
Mr. Narain Nanik |
Managing Director |
No Change |
01/02/1995 |
|
2 |
Mrs. Kavita Narain |
Director |
No Change |
14/03/2015 |
|
3 |
Mr. Vijay Anant Chavan |
Non-Executive, |
Appointment |
14/10/2024 |
|
4 |
Mrs. Vasantiben Jayantibhai |
Non-Executive, |
Appointment |
20/11/2024 |
|
5 |
Ms. Devanshi Damani |
Non-Executive, |
Resignation |
21/01/2025 |
|
6 |
Ms. Nidhi Grover |
Non-Executive, |
Resignation |
12/06/2024 |
|
7 |
Mr. Dhondiram Shankar |
Chief Financial Officer |
No Change |
15/07/2019 |
|
8 |
Mr. Bhagwan Shivaji Gore |
Company Secretary & |
Resignation |
03/07/2024 |
|
9 |
Ms. Mitali Chhoriya |
Company Secretary & |
Appointment |
20/11/2024 |
Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:
10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfil the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to
undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act however two Independent directors yet to complete the online proficiency self¬
assessment test as they have two years'' time period for completion of the same and company already ask
them to complete online proficiency self-assessment test. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.
11. BOARD AND COMMITTEE MEETING:
Number of Board Meetings:
During the financial year ended March 31, 2025, fourteen (14) meetings of the Board of Directors were
conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.
12. COMMITTEES OF THE BOARD:
The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of applicable
laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Vasantiben Jayantibhai Menat |
Member |
|
3. |
Mr. Narain Nanik Hingorani |
Member |
All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the
Board.
Meeting of Audit Committee and Relevant Quorum:
The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members
or one third of the members of the Audit Committee, whichever is greater, with at least two Independent
Directors.
The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.
During the year under review, the Company held 9 (Nine) Audit Committee meetings. And There was
Reconstitution of Audit Committee on 21st January 2025. As Devanshi Damani has resigned from the position
and Appointing Mr. Vijay Anant Chavan and Vasantiben Jayantibhai Menat in the present Audit Committee.
Company Secretary shall act as the secretary to the Audit Committee.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.
Composition of the Committee:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Vasantiben Jayantibhai Menat |
Member |
|
3. |
Ms. Kavita Narain Hingorani |
Member |
Meeting of Nomination and Remuneration Committee and Relevant Quorum:
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members
or one third of the members, whichever is greater. The Committee is required to meet at least once a year.
During the year under review, the Company held 3 (Three) Nomination and Remuneration Committee
meetings. There was also a Reconstitution in the Committee as Devanshi Damani has resigned from the
position in the Company on 21st January 2025 and appointed Vijay Anant Chavan and Vasantiben Jayantibhai
Menat in the present Nomination and Remuneration Committee of the Company
Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.
The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.
Composition of the Committee:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Narain Nanik Hingorani |
Member |
|
3. |
Ms. Kavita Narain Hingorani |
Member |
Meeting of Stakeholder''s Relationship Committee and Relevant Quorum:
The Stakeholderâs Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder''s Relationship Committee shall be two members present.
During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.
Company Secretary shall act as the secretary to the Stakeholder''s Relationship Committee.
13. NOMINATION AND REMUNERATION POLICY:
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.
The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on
the website of your Company www.ceenikexports.in
14. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.
The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.
15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company''s procedures and practices, the website link is
www.ceenikexports.in/
ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets
related to working of Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors including
Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the
performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the
evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.
16. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013
and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy
is disclosed on the website of the Company at www.ceenikexports.in/
RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.
18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.
19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company''s operations in future.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT
The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - I.
21. AUDITORS:
STATUTORY AUDITORS
M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the
statutory auditors of the Company at the 30th Annual General Meeting of the Company for a term of five
consecutive years i.e. from the conclusion of 30th AGM, till the conclusion of 35th AGM in terms of provisions
of section 139 of the Act.
Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year
ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or
adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for
the year under review.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The
Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as
Annexure-II and forms part of this report.
INTERNAL AUDITORS
The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr.
Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor
conducts the internal audit of the functions and operations of the Company.
AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013,
during the year under review.
The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any
further explanation.
Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report.
22. EXTRACTS OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Companyâs website www.ceenikexports.in.
23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a
part of this report as Annexure - III.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014:
[A] CONSERVATION OF ENERGY:
1. Steps taken and impact on conservation of energy: Not Applicable
2. Steps taken by the Company for utilizing alternate sources of energy: None
3. Capital investment on energy conservation equipment: None
[B] TECHNOLOGY ABSORPTION:
1. Efforts made towards technology absorption: There is no imported technologies
2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable
3. Information regarding technology imported ruing the last three years: No Technology is imported
4. Expenditure incurred on Research and Development:
|
Particulars |
2024-25 |
|
Capital |
NIL |
|
Recurring |
NIL |
|
Total: |
NIL |
|
Total R&D expenditure as a percentage of total turnover |
N.A. |
Further the Company has ceased its Garments and Textile business operations with effect from April 1, 2025.
The details of Foreign Exchange Earnings and Outgo during the year are NIL.
25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure IV which forms part of this Report.
26. HUMAN RESOURCES
The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.
27. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND
AS and the financial statements for the year ended March 31, 2025 are prepared in accordance to the same.
28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee (''ICC'') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to
sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s of the Company.
29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.
30. MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,
2025 and accordingly such accounts and records were not required to be maintained.
31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation was observed.
32. GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Companyâs website
www.ceenikexports.in
33. INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.
34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, there were no transactions or events with respect to the one-time settlement
with any bank or financial institution; hence no disclosure or reporting is required.
35. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility
Statement it is hereby confirmed:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going
concern basis following applicable accounting standards and that no material departures have been
made from the same;
b) Accounting policies selected were applied consistently and the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, 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 profits and loss
of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;
d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.
36. ACKNOWLEDGEMENTS:
Your Director''s place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Your Directorâs also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.
By the order of the Board
For Ceenik Exports (India) Limited
Sd/-
Place: Mumbai (Narain Nanik Hingorani)
Date: 12/08/2025 Chairman & Managing Director
DIN:00275453
The Board of Directors of the Company have great pleasure in presenting the 31st Boards'' Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the Company.
1. FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized
as follows:
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Revenue from Operations |
- |
- |
|
Other Income |
1,602.28 |
542.08 |
|
Total Income |
1,602.28 |
542.08 |
|
Employee Benefit Expenses |
17.55 |
23.14 |
|
Financial Cost |
132.52 |
170.06 |
|
Depreciation and amortization expenses |
16.33 |
20.60 |
|
Other Expenses |
1,934.22 |
243.48 |
|
Total Expenses |
2,100.62 |
457.28 |
|
Profit/(Loss) before Tax |
(498.34) |
84.80 |
|
Less: Exceptional items |
- |
- |
|
Profit/(Loss) before Tax |
(498.34) |
84.80 |
|
Provision for Taxation (Net) |
(3.15) |
(27.58) |
|
Profit/(Loss) after tax |
(501.49) |
57.22 |
|
Other Comprehensive income for the financial year |
- |
- |
|
Total Comprehensive income/(loss) for the financial year |
(501.49) |
57.22 |
|
Earnings per Equity Share (^) - Face value of 10/- each |
(12.47) |
1.71 |
2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:
PRINCIPAL ACTIVITY:
The principal activity of the Company is Manufacturing of garments. There have been no significant
changes in the nature of the principal activities during the financial year. The Company is trying to
make the optimum use of the resources so available.
FINANCIAL PERFORMANCE OVERVIEW
During the year under review, the Company has earned a total Income of Rs. 1,602.28 Lakhs for the
year ended March 31, 2025 as against Rs. 542.08 Lakhs in the previous financial year.
The Company has recorded a profit (PBT) of Rs (498.34) Lakhs for the year ended March 31, 2025
as compared to Rs 84.80 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs (501.49) Lakhs as
compared to Rs 57.22 Lakhs in the previous financial year.
3. DIVIDEND/ TRANSFER TO RESERVES:
The Board of Directors of the Company has declared the Interim Dividend @150% (Rs 15/-Per Equity Share)
For the Financial Year 2024-2025.
The Board of directors of the company has not recommended final Dividend for the financial year 2024-25.
In Financial year 2024-25 the net reserve maintained with the Company is Rs. 1677.42 Lakhs, while in the
year 2023-24 reserve was Rs. 636.81 Lakhs.
Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.
4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:
There are no material changes and commitments between the end of the financial year of the company to
which the financial statement relates and the date of this report.
5. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to
time, during the year under review.
6. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the financial year ended March 31, 2025.
7. CAPITAL STRUCTURE:
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2025 was Rs 7,50,00,000 /- (Rupees Seven
Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 4,02,00,000 /- (Rupees Four Crore Two
Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.
CHANGES IN SHARE CAPITAL: There is change in share capital of Company during the financial year. As the
Company has made Bonus issue of the shares of the company, hence the Issued and Paid-up Share Capital of
the Company was Increased from Rs 3,35,00,000 divided into 33,50,000 shares of Rs 10 Each to
Rs 4,02,00,000 divided into 40,20,000 shares of Rs 10 each.
8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
As on March 31, 2025 the Company does not have Holding, Subsidiaries, Associate Company, and Joint
Venture Company.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board is duly constituted according to the provisions of the Company Act.
The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section
164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the
Company.
The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms.
Vasantiben Jayantibhai Menat, Mr. Vijay Anant Chavan.
Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:
1. Appointment of Mr. Vijay Anant Chavan as Non-Executive Independent Directors of the Company;
2. Appointment of Ms. Vasantiben Jayantibhai Menat as Non-Executive Independent Directors of the
Company;
3. Resignation of Ms. Devanshi Damani as a Non-Executive Independent director;
4. Resignation of Ms. Nidhi Grover as a Non-Executive Independent director;
5. Resignation of Mr. Bhagwan Shivaji Gore as a Company Secretary & Compliance Officer.
6. Appointment of Ms. Mitali Chhoriya as a Company Secretary & Compliance Officer;
7. Details of all Directors/KMP which has been appointed/resigned has been mentioned below:
|
Sr. No |
Name of Director |
Designation |
Appointment/ Resignation |
Date of Appointment/ |
|
1 |
Mr. Narain Nanik |
Managing Director |
No Change |
01/02/1995 |
|
2 |
Mrs. Kavita Narain |
Director |
No Change |
14/03/2015 |
|
3 |
Mr. Vijay Anant Chavan |
Non-Executive, |
Appointment |
14/10/2024 |
|
4 |
Mrs. Vasantiben Jayantibhai |
Non-Executive, |
Appointment |
20/11/2024 |
|
5 |
Ms. Devanshi Damani |
Non-Executive, |
Resignation |
21/01/2025 |
|
6 |
Ms. Nidhi Grover |
Non-Executive, |
Resignation |
12/06/2024 |
|
7 |
Mr. Dhondiram Shankar |
Chief Financial Officer |
No Change |
15/07/2019 |
|
8 |
Mr. Bhagwan Shivaji Gore |
Company Secretary & |
Resignation |
03/07/2024 |
|
9 |
Ms. Mitali Chhoriya |
Company Secretary & |
Appointment |
20/11/2024 |
Further during the year under review, following changes regarding appointment/reappointment has been
done in Management of Company:
10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has
received individual declarations from all the Independent Directors confirming that they fulfil the criteria of
Independence as specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to
undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act however two Independent directors yet to complete the online proficiency self¬
assessment test as they have two years'' time period for completion of the same and company already ask
them to complete online proficiency self-assessment test. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of Independence as
prescribed under Section 149 of the Companies Act 2013.
11. BOARD AND COMMITTEE MEETING:
Number of Board Meetings:
During the financial year ended March 31, 2025, fourteen (14) meetings of the Board of Directors were
conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the Companies Act,
2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and
Directors of the Company actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.
12. COMMITTEES OF THE BOARD:
The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of applicable
laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies
Act, 2013.
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Vasantiben Jayantibhai Menat |
Member |
|
3. |
Mr. Narain Nanik Hingorani |
Member |
All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the
Board.
Meeting of Audit Committee and Relevant Quorum:
The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days
shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members
or one third of the members of the Audit Committee, whichever is greater, with at least two Independent
Directors.
The Chairman of the Committee must attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.
During the year under review, the Company held 9 (Nine) Audit Committee meetings. And There was
Reconstitution of Audit Committee on 21st January 2025. As Devanshi Damani has resigned from the position
and Appointing Mr. Vijay Anant Chavan and Vasantiben Jayantibhai Menat in the present Audit Committee.
Company Secretary shall act as the secretary to the Audit Committee.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.
Composition of the Committee:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Vasantiben Jayantibhai Menat |
Member |
|
3. |
Ms. Kavita Narain Hingorani |
Member |
Meeting of Nomination and Remuneration Committee and Relevant Quorum:
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members
or one third of the members, whichever is greater. The Committee is required to meet at least once a year.
During the year under review, the Company held 3 (Three) Nomination and Remuneration Committee
meetings. There was also a Reconstitution in the Committee as Devanshi Damani has resigned from the
position in the Company on 21st January 2025 and appointed Vijay Anant Chavan and Vasantiben Jayantibhai
Menat in the present Nomination and Remuneration Committee of the Company
Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.
The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.
Composition of the Committee:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Vijay Anant Chavan |
Chairman |
|
2. |
Mr. Narain Nanik Hingorani |
Member |
|
3. |
Ms. Kavita Narain Hingorani |
Member |
Meeting of Stakeholder''s Relationship Committee and Relevant Quorum:
The Stakeholderâs Relationship Committee shall meet once in a year. The quorum for a meeting of the
Stakeholder''s Relationship Committee shall be two members present.
During the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.
Company Secretary shall act as the secretary to the Stakeholder''s Relationship Committee.
13. NOMINATION AND REMUNERATION POLICY:
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy.
The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board
of Directors of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and other matters as
provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation
of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson
and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on
the website of your Company www.ceenikexports.in
14. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.
The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.
15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures, reports and internal policies to
enable them to familiarize with the Company''s procedures and practices, the website link is
www.ceenikexports.in/
ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Director including
Independent Directors. The questionnaires were prepared after taking into consideration the various facets
related to working of Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors including
Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the
performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the
evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors.
16. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013
and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a
corporate governance tool leading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are
accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy
is disclosed on the website of the Company at www.ceenikexports.in/
RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the risk management plan for the
Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.
18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.
19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting
the going concern status and Company''s operations in future.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT
The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure - I.
21. AUDITORS:
STATUTORY AUDITORS
M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the
statutory auditors of the Company at the 30th Annual General Meeting of the Company for a term of five
consecutive years i.e. from the conclusion of 30th AGM, till the conclusion of 35th AGM in terms of provisions
of section 139 of the Act.
Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year
ended March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or
adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for
the year under review.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The
Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as
Annexure-II and forms part of this report.
INTERNAL AUDITORS
The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr.
Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor
conducts the internal audit of the functions and operations of the Company.
AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013,
during the year under review.
The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any
further explanation.
Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report.
22. EXTRACTS OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the
Companyâs website www.ceenikexports.in.
23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a
part of this report as Annexure - III.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014:
[A] CONSERVATION OF ENERGY:
1. Steps taken and impact on conservation of energy: Not Applicable
2. Steps taken by the Company for utilizing alternate sources of energy: None
3. Capital investment on energy conservation equipment: None
[B] TECHNOLOGY ABSORPTION:
1. Efforts made towards technology absorption: There is no imported technologies
2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable
3. Information regarding technology imported ruing the last three years: No Technology is imported
4. Expenditure incurred on Research and Development:
|
Particulars |
2024-25 |
|
Capital |
NIL |
|
Recurring |
NIL |
|
Total: |
NIL |
|
Total R&D expenditure as a percentage of total turnover |
N.A. |
Further the Company has ceased its Garments and Textile business operations with effect from April 1, 2025.
The details of Foreign Exchange Earnings and Outgo during the year are NIL.
25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure IV which forms part of this Report.
26. HUMAN RESOURCES
The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.
27. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND
AS and the financial statements for the year ended March 31, 2025 are prepared in accordance to the same.
28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work environment to its employees. There exist
at the group level an Internal Complaints Committee (''ICC'') constituted under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to
sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the Committee under the
provisions of the said Act in relation to the workplace/s of the Company.
29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.
30. MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by the Central Government under sub
section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31,
2025 and accordingly such accounts and records were not required to be maintained.
31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation was observed.
32. GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to
those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2024-25 will also be available on the Companyâs website
www.ceenikexports.in
33. INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy
Code 2016.
34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, there were no transactions or events with respect to the one-time settlement
with any bank or financial institution; hence no disclosure or reporting is required.
35. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility
Statement it is hereby confirmed:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going
concern basis following applicable accounting standards and that no material departures have been
made from the same;
b) Accounting policies selected were applied consistently and the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, 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 profits and loss
of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities;
d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such
internal financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.
36. ACKNOWLEDGEMENTS:
Your Director''s place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year
under review. Your Directorâs also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.
By the order of the Board
For Ceenik Exports (India) Limited
Sd/-
Place: Mumbai (Narain Nanik Hingorani)
Date: 12/08/2025 Chairman & Managing Director
DIN:00275453
Mar 31, 2024
On behalf of the Board of Directors (the âBoardâ) of the Company, it gives me immense pleasure to present the 30th Boardâs Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2024.
Financial Performance:
Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:
(Rs in Lakhs)
|
Current Year |
Previous Year |
|
|
March 31, 2024 |
March 31, 2023 |
|
|
Profit/(Loss) before Interest & Depreciation |
275.46 |
111.48 |
|
Finance Cost |
(170.06) |
(138.92) |
|
Profit/(Loss) before Depreciation |
105.40 |
(27.44) |
|
Depreciation |
(20.60) |
(21.10) |
|
Profit/(Loss) before Tax |
84.80 |
(48.54) |
|
Tax Expenses: |
||
|
Current tax |
0 |
0 |
|
Deferred Tax Asset /(Liabilities) |
(27.58) |
(6.82) |
|
Profit / (Loss) after Tax |
57.22 |
(55.36) |
Principal Activity:
The principal activity of the Company is Manufacturing of garments. There have been no significant changes in the nature of the principal activities during the financial year. The Company is trying to make the optimum use of the resources so available.
Dividend:
Your directors at their meeting held on June 12, 2024 have declared a First Interim Dividend for the financial year ended March 31, 2024 of Re. 1 per share/- i.e. 10% on equity shares of face value of Rs. 10/- each.
Directorsâ Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that:
a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and have 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Reserves:
The company does not propose to carry any amount to the reserves. However, balance of Profit of Loss account transferred to Reserves and Surplus.
Performance of the Company:
As reported in the previous year, manufacturing garments was suspended and processing division was disposed-off. The Company didnât have any operation revenue in the Financial Year. However, the Company earned 542.08 Lacs through its other business activities viz. property leasing and hostel business. Total revenue was limited to revenue from other business
activity and increased to Rs. 542.08 lacs as against Rs. 274.46 lacs a year ago. The Company earned a profit of Rs. 84.80 lacs as against a loss of Rs. 48.54 lacs in the previous year.
The Audited Standalone Financial Statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as âthe Actâ), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), which have been reviewed by the Statutory Auditors.
Share Capital:
The Authorised Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs only) that is divided into 75,00,000 (Seventy-Five Lakhs only) Equity Share of Rs. 10/-(Rupees Ten only) each. Presently, the Paid-up Share Capital of the Company is Rs. 3,35,00,000/- (Rupees Three Crore Thirty-Five Lakhs only) divided in to 33,50,000 (Thirty Three Lakh and Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten only) each. There were no changes in share capital of the Company during the period under review.
Material Changes and Commitment:
There were no operations in the Company having material change and commitments affecting the financial position of the Company.
Subsidiary, Associate and Joint Venture Companies:
Your Company does not have any subsidiary or associate Company. Further, the Company has not entered into any joint venture.
Consolidated Financial Statements:
Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.
Loans, Guarantees and investments:
The Company has not given any loan or guarantee nor has provided any security. The Company has made investments in shares, the details of which are provided in the financial statements.
Public Deposits:
Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.
Internal Control System and their Adequacy:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all the applicabl Accounting Standards for properly maintaining the books of accounts and reporting financia statements. The internal auditor of the company checks and verifies the internal control anc monitors them in accordance with policy adopted by the company. The Company continues t ensure proper and adequate systems and procedures commensurate with its size and nature of it; business.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 o the Companies (Accounts) Rules, 2014 is as follows:
[A] CONSERVATION OF ENERGY:
1. Steps taken and impact on conservation of energy: Regular inspection and maintenance of all machinery and electric installations has resulted in minimum wastage of energy.
2. Steps taken by the Company for utilizing alternate sources of energy: None
3. Capital investment on energy conservation equipment: None
[B] TECHNOLOGY ABSORPTION:
1. Efforts made towards technology absorption: There is no imported technologies
2. Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable
3. Information regarding technology imported ruing the last three years: No Technology is imported
4. Expenditure incurred on Research and Development:
|
2023-24 |
|
|
Capital |
NIL |
|
Recurring |
NIL |
|
Total: |
NIL |
|
Total R&D expenditure as a percentage of total turnover |
N.A. |
The details of Foreign Exchange Earnings and Outgo during the year are as follows:
|
Foreign Exchange Earnings |
INR 0.00/- |
|
Foreign Exchange Outgo |
INR 0.00/- |
Corporate Governance:
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.
The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.
Board of Directors, Key Managerial Personnels and Board Committees:
a. Directors and Key Managerial Personnel:
During the year under review, following changes took place in the composition of Board of Directors:-
a. Due to pre-occupation and other personal commitments, Mr. Anshul Kukreja (DIN: 08617459) resigned from the post of Non-Executive Independent Director of the Company with effect from close of business hours of July 31, 2023. There were no other material reason for her resignation.
b. Due to pre-occupation and other personal commitments, Mrs. Roopa Teckchandani (DIN: 07037084) resigned from the post of Non-Executive Independent Director of the Company with effect from close of business hours of July 31, 2023. There were no other material reason for her resignation.
c. Due to personal reasons, Ms. Pragya Paharia (ACS No. A68912) resigned from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours of July 31, 2023. There were no other material reason for her resignation.
d. To fill the vacant position of Company Secretary, Mr. Bhagwan Gore (ACS No. A72095), was appointed as a Company Secretary and Compliance Officer of the Company with effect from October 14, 2023.
e. Ms. Devanshi Damani (DIN: 10349011) was appointed as an Additional Director in the category of Non- Executive, Independent Director with effect from close of business hours of October 14, 2023 and was regularized by the members by way of special resolution passed through postal ballot on January 07, 2024.
f. Mrs. Nidhi Grover (DIN: 08792362) was appointed as an Additional Director in the category of Non- Executive, Independent Director with effect from close of business hours of October 14, 2023 and was regularized by the members by way of special resolution passed through postal ballot on January 07, 2024.
The composition of Board of directors and Key Managerial Personnel as on March 31, 2024 are as follows: -
1) Mrs. Kavita Narain Hingorani (DIN: 00275442) - Director
2) Mr. Narain Nanik Hingorani (DIN: 00275453) - Executive Director, Managing Director
3) Ms. Devanshi Damani (DIN: 10349011) - Non-Executive Independent Director
4) Mrs. Nidhi Grover (DIN: 08792362) - Non-Executive Independent Director
5) Mr. Dhondiram Karnale (PAN: AUJPK5041Q) - Chief Financial officer (KMP)
6) Mr. Bhagwan Gore (ACS No. A72095) - Company Secretary
Post financial year the following changes have taken place;
a. Due to pre-occupation and other professional commitments, Mrs. Nidhi Grover (DIN: 08792362) has resigned from the position of Non-Executive Independent Director of the Company with effect from closure of working hours of June 12, 2024. There were no other material reason for her resignation.
b. Due to personal reasons, Mr. Bhagwan Gore (ACS No. A72095) has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from July 03, 2024. There were no other material reason for his resignation.
As on March 31, 2024, none of the other Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 read with Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and has complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Indepdendent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.
In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company have complied with the provisions of Section 150 of the Companies Act, 2013 read with rules framed thereunder.
b. Number of Board Meetings:
During the financial year ended March 31, 2024, Four (4) meetings of the Board of Directors were conducted on May 25, 2023; August 11, 2023; October 14, 2023; January 16, 2024. All
the information required to be furnished to the Board was made available to them along with detailed Agenda notes.
The name and the categories of the directors on the Board, and then number of directorship and committee chairmanship/membership held by them in other Companies are given herein below:
|
Name of Director |
Designation |
No. of shares held |
No. of other Directorships in other Company including this company |
No. of Committee position held in the Company* |
|
|
Chairman |
Member |
||||
|
Mrs. Kavita Narain Hingorani |
Director |
5,50,500 |
3 |
- |
1 |
|
Mr. Narain Nanik Hingorani |
Managing Director |
9,67,190 |
3 |
- |
1 |
|
Mrs. Roopa Haresh Teckchandani** |
Non Executive Independent Director |
- |
1 |
1 |
- |
|
Mr. Anshul Darshan Kukreja** |
Non Executive Independent Director |
- |
1 |
1 |
1 |
|
Mrs. Nidhi GroverS |
Non Executive Independent Director |
- |
2 |
5 |
1 |
|
Ms. Devanshi Damani $ |
Non Executive Independent Director |
- |
1 |
1 |
2 |
Notes:
* For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.
** resigned from the post of Non-Executive Independent Directors of the Company with effect from close of business hours of July 31, 2023.
$ appointed as an Additional Directors in the category of Non- Executive, Independent Directors with effect from close of business hours of October 14, 2023 and was regularized by the members by way of special resolution passed through postal ballot on January 07, 2024.
c. Meeting of Independent Directors:
One meeting of the Independent Directors was held on January 16, 2024 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d. Director Retiring by Rotation:
Pursuant to provisions of section 152 of the Companies Act, 2013 (the âActâ) and in terms of the Memorandum and Articles of Association of the Company, Mrs. Kavita Narain Hingorani (DIN: 00275442), Director is liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 30th AGM of the Company, for a brief profile of the Director.
e. Board Committees:
I. Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations. The Audit Committee should comprise of minimum three directors as members out of which at least two third should be Independent Directors and all directors shall be financially literate and at least one member shall have accounting or related financial management expertise. Chairperson of the committee shall be an independent director.
The Committee met 4 times during the financial year 2023-2024 i.e. on May 25, 2023; August
II, 2023; October 14, 2023; January 16, 2024. The composition of the Audit Committee & attendance of the members in the meeting during the year in line with the applicable provisions of the Companies Act, 2013 read with applicable regulation of the SEBI Listing Regulations.
The terms of reference of are stipulated by the Board of Directors to the Audit Committee are as contained under Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.
II. Nomination & Remuneration Committee:
Pursuant to section 178 of the Act, nomination and remuneration committee must fulfill below mentioned points:
o The committee shall comprise of at least three directors; o All directors of the committee shall be non-executive directors;
o At least one half of the directors shall be independent directors.
During the year under the review, the committee met 1 (once) i.e. on October 14, 2023. The composition of the Nomination and Remuneration Committee of the Board of Directors & attendance of the members in the meeting during the year are in line with the section 177 of the Companies Act, 2013 read with applicable regulation of the SEBI Listing Regulations.
The terms of reference of Nomination and Remuneration Committee are as contained under Section 178 of the Companies Act, 2013.
III. Stakeholder Relationship Committee:
Pursuant to section 178 (5) of the Act, stakeholdersâ relationship committee must fulfill below mentioned points:
o Chairman of this committee shall be a non-executive director.
The composition of the Stakeholdersâ Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.
a. The Committee periodically reviews the status of shareholdersâ grievances and redressal of the same. The Committee met four times in the financial year. The necessary quorum was present for all the meetings.
All the complaints received during the year have been disposed-off by the Company. No complaints are pending as on the year ended March 31, 2024.
The terms of reference of the Stakeholders Relationship Committee are as contained under Section 178 of the Companies Act, 2013.
Performance Evaluation of the Board, Committees and Directors:
Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of the management and non-executive directors.
Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Managerial Personnel and their remuneration. The remuneration policy, as adopted by the company, envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.
Code of Conduct:
The Board of Directors has laid down a Code of Conduct for the Board of Directors and Senior Management (the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers amongst other things like Companyâs commitment to honest & ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health & safety, transparency and compliance of laws & regulations etc. The Code of Conduct is hosted on the website of the Company.
The Company has also adopted a Code of Conduct for Prevention of Insider Trading and Code for Fair Disclosure with a view to regulate trading in securities by the Directors and designated employees person of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
Disclosures of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I.
Relations between the management and employees remained cordial throughout the year. The Company had a total of 4 permanent employees as on 31st March, 2024.
During the year under review, there are no employees who come within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Familiarisation Programme for Independent Directors:
Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.
CSR Committee:
The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Internal Control System and its Adequacy:
Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.
Transactions with related parties:
There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company; hence details are not required to be given under AOC-2. The details of the related party transactions are provided elsewhere in this annual report in the Notes to Accounts to the Financial Statements.
Development and Implementation of a Risk Management Policy:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.
Auditors:
i) Statutory Auditor:
M/s. J. S. Uberoi & Co., Chartered Accountants (Registration No. 111107W), were appointed as the Statutory Auditor of your Company to hold office from the conclusion of 25th AGM till the conclusion of ensuing AGM.
M/s. J. S. Uberoi & Co., Chartered Accountants will be completing their first term of five consecutive years as the statutory auditors of the company at the conclusion of this 30th AGM of the Company.
Pursuant to Section 139(2) of the Act, the Company can re-appoint an auditors firm for a second term of five consecutive years.
M/s. J. S. Uberoi & Co, have consented to the said re-appointment and confirmed that their reappointment, if made would be within the limits specified under the Act, They have further confirmed that they are not disqualified to be re-appointed as statutory auditors in terms of the provisions of the Act read with rules made thereunder.
On recommendation of the Audit Committee, The Board is of the opinion that continuation of M/s. J. S. Uberoi & Co, as Statutory Auditors will be in the best interests of the Company and therefore, has recommended the members to consider their re-appointment as Statutory Auditors of your Company, for a term of five years, from the conclusion of the ensuing 30th AGM, till the conclusion of 35th AGM of the Company.
ii) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed Mrs. Amita Karia, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report is annexed herewith as âAnnexure-IEâ.
The qualifications provided in the report are self-explanatory and along with explanation of Board are as follows.
Comments on qualifications in Secretarial Audit Report:
|
Comments in Secretarial Audit Report t Report |
Directors Comment |
|
The website of the company is not maintained properly |
With respect to maintenance of website, there have been continuous technical issues from the website vendor. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations. |
|
Due to sudden resignation of Independent |
Pursuant to Regulation 33 of SEBI (Listing |
|
Directors on July 31, 2023, the Audit Committee meeting was not held on August 11, 2023 for consideration, approval and recommendation of financial results to the Board of Directors for the quarter ended June, 2023. |
Obligations and Disclosure Requirements) Regulations, 2015, The listed entity shall submit the financial results quarterly and year-to-date standalone financial results to the stock exchange within 45 days of end of each quarter. Since the last date of submission of financials results for the quarter ended June 30, 2023 was August 14, 2023 and due to sudden resignation of Independent director on July 31, 2023, The Company was under an obligation to approve and submit the financial results without the composition of Audit Committee. |
||
|
However, the Company has complied the provisions of Section 149 of Companies Act, 2013 read with Rule 4 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 w.r.t filing the vacancy of Independent Director in the immediate next Board meeting or three months from the date of such vacancy, whichever is later. |
|||
The other comments of the auditor are self-explanatory and the company shall strive its best to comply with the statutory compliance in the future. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.
iii) Internal Auditor:
Mr. Sunil Powar was appointed as Internal Auditor of the Company for the financial year 202324.
iv) Cost Auditor:
The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.
Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals:
No such order was passed by any of the authorities, which impacts the going concern status and companyâs operations in future.
Reporting of Fraud:
During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.
Annual Return:
Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the year ended 31st March, 2024 shall be placed on the website of the Company at www.ceenik.in.
Vigil Mechanism:
The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.
Prevention of Sexual Harassment at Workplace:
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a part of this report.
WTD/CEO/CFO Certification:
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.
Indian Accounting Standards (IND AS):
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31, 2024 are prepared in accordance to the same.
Secretarial Standards Disclosure:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential right as to dividend, voting or otherwise
b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission.
d. The Company has not raised funds through preferential allotment or qualified institutional placement.
e. There were no applications made or pending proceedings against your Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
f. There was no one-time settlement done during the year, hence disclosure of 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 is not applicable.
Acknowledgement:
The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support received from the Ministry of Finance, various other Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the constant cooperation received from all correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels.
By the order of the Board For Ceenik Exports (India) Limited
s/d
Place: Navi Mumbai (Narain Nanik Hingorani)
Date: 19/07/2024 Chairman & Managing Director
DIN:00275453
Mar 31, 2023
On behalf of the Board of Directors (the âBoardâ) of the Company, it gives me immense pleasure to present the 29th Boardâs Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2023.
Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:
|
(Rs in Lakhs) |
||
|
Current Year |
Previous Year |
|
|
March 31, 2023 |
March 31, 2022 |
|
|
Profit/(Loss) before Interest & Depreciation |
111.48 |
48.38 |
|
Finance Cost |
(138.92) |
(111.44) |
|
Profit/(Loss) before Depreciation |
(27.44) |
(63.06) |
|
Depreciation |
(21.10) |
(19.88) |
|
Profit/(Loss) before Tax |
(48.54) |
(82.94) |
|
Tax Expenses: |
||
|
Current tax |
0 |
0 |
|
Deferred Tax Asset /(Liabilities) |
(6.82) |
(8.14) |
|
Profit / (Loss) after Tax |
(55.36) |
(91.09) |
The principal activity of the Company is Manufacturing of garments. There have been no significant changes in the nature of the principal activities during the financial year. The Company is trying to make the optimum use of the resources so available.
Due to loss, your directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2023.
Directorsâ Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that:
a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and have 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The company does not propose to carry any amount to the reserves. However, balance of Profit of Loss account transferred to Reserves and Surplus.
As reported in the previous year, manufacturing garments was suspended and processing division was disposed-off. The Company didnât have any operation revenue in the Financial Year. However, the Company earned 274.46 Lacs through its other business activities viz. property leasing and hostel business. Total revenue was limited to revenue from other business activity and increased to Rs. 274.46 lacs as against Rs. 219.91 lacs a year ago. The Company incurred a loss of Rs. 48.54 lacs as against a loss of Rs. 82.94 lacs in the previous year.
The Audited Standalone Financial Statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as âthe Actâ), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), which have been reviewed by the Statutory Auditors.
The Authorised Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs only) that is divided into 75,00,000 (Seventy Five Lakhs only) Equity Share of Rs. 10/-(Rupees Ten only) each. Presently, the Paid-up Share Capital of the Company is Rs. 3,35,00,000/- (Rupees Three Crore Thirty Five Lakhs only) divided in to 33,50,000 (Thirty Three Lakh and Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten only) each. There were no changes in share capital of the Company during the period under review.
Material Changes and Commitment:
There were no operations in the Company having material change and commitments affecting the financial position of the Company.
Subsidiary, Associate and Joint Venture Companies:
Your Company does not have any subsidiary or associate Company. Further, the Company has not entered into any joint venture.
Consolidated Financial Statements:
Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.
Loans, Guarantees and investments:
The Company has not given any loan or guarantee nor has provided any security. The Company has made investments in shares, the details of which are provided in the financial statements.
Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.
Internal Control System and their Adequacy:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to
ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:
1. Steps taken and impact on conservation of energy: Regular inspection and maintenance of all machinery and electric installations has resulted in minimum wastage of energy.
2. Steps taken by the Company for utilizing alternate sources of energy: None
3. Capital investment on energy conservation equipment: None
1. Efforts made towards technology absorption: There is no imported technologies
2. Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable
3. Information regarding technology imported ruing the last three years: No Technology is imported
4. Expenditure incurred on Research and Development:
|
Amt in Rs. |
||
|
2022-23 |
||
|
Capital |
NIL |
|
|
Recurring |
NIL |
|
|
Total: |
NIL |
|
|
Total R&D expenditure as a percentage of total turnover |
N.A. |
|
|
The details of Foreign Exchange Earnings and Outgo during the year are as follows: |
||
|
Foreign Exchange Earnings |
INR 0.00/- |
|
|
Foreign Exchange Outgo |
INR 0.00/- |
|
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.
The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.
Board of Directors, Key Managerial Personnels and Board Committees:a. Directors and Key Managerial Personnel:
During the year under review, there was no change in constitution of the Board of Directors of your Company. The list of Directors and Key Managerial Personnel as on 31st March, 2023 is as follows:
1) Mrs. Kavita Narain Hingorani (DIN: 00275442) - Director
2) Mr. Narain Nanik Hingorani (DIN: 00275453) - Executive Director, Managing Director
3) Mr. Anshul Darshan Kukreja (DIN: 08617459) - Non-Executive Independent Director
4) Mrs. Roopa Haresh Teckchandani (DIN: 07037084) - Non-Executive Independent
Director
5) Mr. Dhondiram Shankar Karnale (PAN: AUJPK5041Q) - Chief Financial officer (KMP)
6) Ms. Pragya Paharia (ACS No. A68912) - Company Secretary
During the year under review, the changes that took place in the composition of the Board & Key Managerial Personnelâs are as follows:
1. Mr. Mayank Agarwal (ACS No. 47743) has resigned from the post of Company Secretary and Compliance Officer with effect from October 11, 2022.
2. To fill the vacant position of Company Secretary, Ms. Pragya Paharia (ACS No. A68912), was appointed as a Company Secretary and Compliance Officer of the Company with effect from January 18, 2023.
Post financial year the following changes have taken place;
⢠Mr. Anshul Darshan Kukreja (DIN: 08617459) has resigned from the position of NonExecutive Independent Director of the Company with effect from closure of working hours of July 31, 2023.
⢠Mrs. Roopa Haresh Teckchandani (DIN: 07037084) has also resigned from the position of Non-Executive Independent Director of the Company with effect from closure of working hours of July 31, 2023.
⢠Ms. Pragya Paharia (ACS No. A68912) has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from July 31, 2023.
As on March 31, 2023, none of the other Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 read with Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.
In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the
Companies Act, 2013 and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company have complied with the provisions of Section 150 of the Companies Act, 2013 read with rules framed thereunder.
During the financial year ended March 31, 2023, Seven (7) meetings of the Board of Directors were conducted on May 30, 2022; August 13, 2022; September 03, 2022; October 15, 2022; November 11, 2022; January 18, 2023 and February 13, 2023. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes.
The name and the categories of the directors on the Board, their attendance at the board Meeting held during the year and then number of directorship and committee chairmanship/membership held by them in other Companies are given herein below:
|
Name of Director |
Designatio n |
No. of shares held |
Attendance in Meetings |
No. of other Directorships in other Company including this company |
No. of Committee position held in the Company** |
|||
|
Chairma n |
Membe r |
|||||||
|
Board |
EOGM* |
AG M |
||||||
|
Mrs. Kavita Narain Hingorani |
Director |
10,50,500 |
7 |
yes |
yes |
3 |
- |
1 |
|
Mr. Narain Nanik Hingorani |
Managing Director |
8,24,100 |
7 |
yes |
yes |
3 |
- |
1 |
|
Mrs. Roopa Haresh Teckchandani |
NonExecutive Independe nt Director |
- |
7 |
yes |
yes |
1 |
1 |
- |
|
Mr. Anshul Darshan Kukreja |
NonExecutive Independe nt Director |
- |
7 |
yes |
yes |
1 |
1 |
1 |
* An Extra ordinary general Meeting of the members was held on Friday, November 18, 2022 through Video Conferencing (VC)/Other Audio Visual Means (OAVM).
** For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.
c. Meeting of Independent Directors:
One meeting of the Independent Directors was held on February 13, 2023 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d. Director Retiring by Rotation:
Pursuant to provisions of section 152 of the Companies Act, 2013 (the âActâ) and in terms of the Memorandum and Articles of Association of the Company, Mr. Narain Nanik Hingorani (DIN: 00275453), Managing Director is liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 29th AGM of the Company, for a brief profile of the Director.
e. Board Committees:I. Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations. The Audit Committee should comprise of minimum three directors as members out of which at least two third should be Independent Directors and all directors shall be financially literate and at least one member shall have accounting or related financial management expertise. Chairperson of the committee shall be an independent director.
The Committee met 4 times during the financial year 2022-2023. The composition of the Audit Committee & attendance of the members in the meeting during the year is as follows:
|
Name |
Designation |
Designation |
No. of Meetings Attended |
|
Mrs. Roopa Haresh Teckchandani |
Non-Executive, Independent Director |
Chairperson |
4 |
|
Mr. Anshul Darshan Kukreja |
Non-Executive, Independent Director |
Member |
4 |
|
Mrs. Kavita Narain Hingorani |
Director |
Member |
4 |
The terms of reference of are stipulated by the Board of Directors to the Audit Committee are as contained under Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.
II. Nomination & Remuneration Committee:
Pursuant to section 178 of the Act, nomination and remuneration committee must fulfill below mentioned points:
o The committee shall comprise of at least three directors; o All directors of the committee shall be non-executive directors;
o At least one half of the directors shall be independent directors.
During the year under the review, the committee met 2 (twice). The composition of the Nomination and Remuneration Committee of the Board of Directors & attendance of the members in the meeting during the year is as follows:
|
Name |
Designation |
Designation |
No. of Meetings Attended |
|
Mrs. Roopa Haresh |
Non-Executive, |
Chairperson |
2 |
|
Teckchandani |
Independent Director |
||
|
Mr. Anshul Darshan |
Non-Executive, |
Member |
2 |
|
Kukreja |
Independent Director |
||
|
Mrs. Kavita Narain Hingorani |
Director |
Member |
2 |
The terms of reference of Nomination and Remuneration Committee are as contained under Section 178 of the Companies Act, 2013.
III. Stakeholder Relationship Committee:
Pursuant to section 178 (5) of the Act, stakeholdersâ relationship committee must fulfill below mentioned points:
o Chairman of this committee shall be a non-executive director.
The composition of the Stakeholdersâ Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.
a. The Committee periodically reviews the status of shareholdersâ grievances and redressal of the same. The Committee met four times in the financial year. The necessary quorum was present for all the meetings.
The composition of Stakeholdersâ Relationship Committee and attendance of the members during the year is as given below.
|
Name |
Designation |
Designation |
No. of Meetings Attended |
|
Mr. Anshul Darshan Kukreja |
Non-Executive, Independent Director |
Chairperson |
4 |
|
Mr. Narain Nanik Hingorani |
Managing Director |
Member |
4 |
All the complaints received during the year have been disposed-off by the Company. No complaints are pending as on the year ended March 31, 2023.
The terms of reference of the Stakeholders Relationship Committee are as contained under Section 178 of the Companies Act, 2013.
Performance Evaluation of the Board, Committees and Directors:
Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of the management and non-executive directors.
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Managerial Personnel and their remuneration. The remuneration policy, as adopted by the company, envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.
The Board of Directors has laid down a Code of Conduct for the Board of Directors and Senior Management (the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers amongst other things like Companyâs commitment to honest & ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health & safety, transparency and compliance of laws & regulations etc. The Code of Conduct is hosted on the website of the Company.
The Company has also adopted a Code of Conduct for Prevention of Insider Trading and Code for Fair Disclosure with a view to regulate trading in securities by the Directors and designated employees person of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
Disclosures of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I.
Relations between the management and employees remained cordial through-out the year. The Company had a total 4 permanent employees as on 31st March, 2023.
During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Familiarisation Programme for Independent Directors:
Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.
The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Internal Control System and its Adequacy:
Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.
Transactions with related parties:
There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company; hence details are not required to be given under AOC-2. The details of the related party transactions are provided elsewhere in this annual report in the Notes to Accounts to the Financial Statements. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.
Development and Implementation of a Risk Management Policy:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.
Auditors:i) Statutory Auditor:
At the 25th AGM held on 20th August 2019 M/s. J. S. Uberoi & Co., Chartered Accountants (Registration No. 111107W), was appointed as Statutory Auditors of the company for a term of 5 Years from the Financial Year 2019-20 onwards. Accordingly, J. S. Uberoi & Co., Chartered Accountants will continue as statutory auditors of the Company till the financial year 2023-24.
The Auditorsâ Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed Mrs. Amita Karia, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report is annexed herewith as âAnnexure-IIâ.
The qualifications provided in the report are self-explanatory and along with explanation of Board are as follows.
Comments on qualifications in Secretarial Audit Report:
|
Comments in Secretarial Audit Report |
Directors Comment |
|
The Composition of Nomination and Remuneration Committee of the Company is not in accordance with provisions of Section 178 of the Companies Act, 2013 |
The company is in due process to comply with the same. |
|
The website of the company is not maintained properly |
With respect to maintenance of website, there have been continuous technical issues from the website vendor. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations. |
|
The Company has not appointed Internal Auditor during the financial year 2021-22 and 2022-23 |
The Company has failed to comply with the provisions relating to appointment of Internal Auditor. It assures to do timely compliance in future under the applicable acts & regulations. |
|
The Company have not provided Certificate of Non-Disqualification of Directors Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) in the Annual Report for the Financial year 2021-22. |
The Company have taken the Certificate of NonDisqualification Directors Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for Financial year 2021-22. However, the same was not enclosed with the Annual Report for the Financial Year 2021-22. |
|
The Company have not provided WTD/CEO/CFO Certificate pursuant to SEBI Listing Regulations in the Annual Report for the Financial Year 2021-22. |
The Company have taken the Certificate duly signed by CEO of the Company. However, the same was not enclosed in the Annual Report. |
The other comments of the auditor are self-explanatory and the company shall strive its best to comply with the statutory compliance in the future. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.
The Company failed to appoint the Internal Auditor for F.Y. 2022-23. Hene, the report has not been provided.
The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.
Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals:
No such order was passed by any of the authorities, which impacts the going concern status and companyâs operations in future.
During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.
Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the year ended 31st March, 2023 shall be placed on the website of the Company at www.ceenik.in.
During the year, your Company has not passed any resolution through Postal Ballot.
The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.
Prevention of Sexual Harassment at Workplace:
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) is enclosed as a part of this report.
WTD/CEO/CFO Certification:
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.
Indian Accounting Standards (IND AS):
The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31, 2023 are prepared in accordance to the same.
Secretarial Standards Disclosure:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.
a. Issue of equity shares with differential right as to dividend, voting or otherwise
b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission.
d. The Company has not raised funds through preferential allotment or qualified institutional placement.
Acknowledgement:
The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support received from the Ministry of Finance, various other Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the constant cooperation received from all correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels.
Mar 31, 2015
Dear Members
The Directors hereby present their TWENTYFIRST ANNUAL REPORT alongwith
the Audited Financial Statements for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS: (Rupees) (Rupees)
2014-2015 2013-2014
Profit before Interest & Depreciation 2,74,37,601 73,99,433
Finance Cost 2,64,44,282 1,98,21,096
Profit before Depreciation 9,93,319 (1,24,21,663)
Depreciation 92,95,446 27,56,470
Profit before Tax (83,02,127) (1,51,78,133)
Tax Expeness: - -
Current tax 0 0
Deferred Tax Expense / (Income) (1,19,85,018) (28,49,887)
Profit after Tax 36,82,891 (1,23,28,246)
Balance brought forward from previous Year 15,08,43,922 16,31,72,168
Balance Carried Forward 15,44,96,068 15,08,43,922
Dividend
Considering the exigencies of the fund, your Directors have not
recommended any dividend.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to be best of their knowledge, confirm that
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure;
b) appropriate accounting policies have been selected and applied
consistently and have 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 profit of
the Company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they 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) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS FOR2014-2015
To avoid repetition in Directors' Report and Management Discussion &
Analysis, your Directors have presented a composite summary of
performance and functions of the Company.
Economy
Global economy in the year 2014-15 reflected a moderate pick-up in
growth in advanced economies. However, slow down in emerging market and
developing economies has continued. Economic growth in India is
projected to be stronger in 2015-16 compared to the last year. However,
Geopolitical tension continues to pose threats. In some advanced
economies, protracted low inflation or deflation also poses risks to
economic activity. The decline in crude price could boost economic
activities in India.
Industry Structure and development
Your Company belongs to the Garment and apparel industry, which is
susceptible to fast changing trends and styles. It is a labour
intensive Industry and requires skilled and unskilled labour in large
numbers. The new Government has laid emphasis on job oriented
industries to generate employment Regulations
Performance of the Company
Domestic sales for the year under review were Rs.627.13 lacs, a fall of
12% compared to last year. Income from the real estate and investment
activities was up by about 73% mainly due to the profit realized on
sale of Industrial unit.
The total income for the year under review was Rs. 1012.06 lakhs and
profit after tax of Rs.36.82 lacs as against Rs.933.10 lakhs and loss
after tax of Rs.123.28 lacs for the previous year respectively.
Opportunity and threats
Your Company is strengthening its manufacturing facilities and is able
to procure the entire range of Men's wear at low cost with reasonably
good quality. The growing young population of our country gives
tremendous scope for the development of this industry.
The unavailability of skilled labour and high sticky inflation has
caused a cascading effect on the growth rates of wages and manpower
costs.
The New Government is committed to encourage the healthy growth of
Capital Market for development of the Economy.
The market regulators are also concerned in regaining the confidence of
investors, which is adversely effected due to economic slowdown and
scams.
Future Outlook
Your Directors are of the opinion that new government's agenda of
development and creating jobs for young generation will stimulate the
growth. Considering the huge population and change in consumers'
spending pattern, Indian economy is bound to grow in coming years.
Loans, Guarantees and investments
The Company has not given any loan or guarantee. The Company has made
investments in shares and commercial properties details of which are
provided in the financial statements.
Public Deposits
Your Company has not accepted any deposit from the public, its
shareholders or employees during the year under review.
Conservation of Energy etc.
Information pertaining to conservation of energy, technology absorption
and foreign exchange earning and outgo as required under the provisions
of Section 134 (3) (m) of the Companies Act, 2013 read with the rules
made thereunder, are as under
a)Conservation of Energy: All machinery and equipment are periodically
serviced and overhauled to keep them in good condition. This helps in
consumption of lesser energy.
Considering the minimal utilization of power, the Company has not opted
for alternate energy source. bJTechnology Absorption: The Company has
not imported any technology. The nature of activities of the Company
does not warrant any exclusive R&D. c)Foreign Exchange Earnings and
Outgo:
Earnings-Rs NIL
Outgo ~ Rs 10672260/- (Import of machinery)
Corporate Governance
In line with the requirement of the Companies Act,2013 as also amended
Clause 49 of the Listing Agreement, the Board of Directors has
constituted new committees. Details of these committees along with
their terms of reference, composition and meetings held during the
year, are provided in the Corporate Governance Report. During the year
the Company has also amended the existing policies and adopted new
policies such as CSR policies, Related Party Transaction Policies,
Whistle Blower Policies.
Aseparate report on Corporate Governance is annexed, which forms part
of this report. Acertificate of CEO and CFO of the Company confirming
the correctness of the financial and cash flow statements, adequacy of
the internal control measures and reporting of matters to the Audit
Committee is also annexed and forms part of this Directors'Report.
Transactions with related parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Companies Act, 2013. Information on transactions
with related parties pursuant to Section 134 (3)(h) of the Act read
with rule 8(2) of the Companies (Accounts) Rules,2014 are given in
Annexure 2 in Form AOC-2 and the same forms part of this report. The
Company does not have any subsidiary.
SUBSIDIARY COMPANIES
Your Company does not have any subsidiary. Niktin Properties & Estates
Pvt. Ltd. in which your Company is holding 39.41% of its share capital,
is the Associate and in pursuance to the provisions of Section 2(6) of
the Companies Act, 2013.
A separate section on the performance and financial position of this
associate in Form AOC-1 is part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standards 21, 23 and 27 issued by the
Institute of Chartered Accountants of India, consolidated financial
accounts prepared on the basis of financial statements of the associate
company forms part of this reportand accounts.
MATERIAL CHANGES AND COMMITMENT
There was no material change and commitments affecting the financial
position of the Company between the end of the financial year and the
date of this report.
Directors and key managerial personnel
Your Directors regret to inform the sad demise of Mr. Brijlal S.
Bachani on 31st October, 2014. Mr. Bachani was associated with your
Company since it became public in the year 1995 (27-01-1995). Your
Directors place on record their appreciation for the valued guidance of
Mr. Bachani to the Company during his tenure with the Company.
The Board in its meeting held on 14th March,2015 had appointed Mrs.
Kavita Hingorani as an Additional Director. The Board also in its
meeting held on 27* April, 2015 had appointed Mrs. Roopa Teckchandani
as an Additional Director (Independent). Pursuant to the provisions of
Section 161 of the Act, both Mrs. Kavita Hingorani and Mrs. Roopa
Teckchandani would be vacating their office as Directors in the
forthcoming Annual General Meeting. The Company has received notices
under Section 160 of the Act alongwith refundable deposit of the
prescribed amount, proposing the appointments of Mrs. Hingorani as
Director and Mrs. Roopa Teckchandani as an Independent Director.
Both the proposed appointments of Mrs. Hingorani and Mrs. Roopa
Teckchandani were recommended by the Nomination & Remuneration
Committee. The Board of Directors of the Company had formed the opinion
that Mrs. Roopa Teckchandani meets with the criteria of Independence
as per Section 149(6) of the Act and rules made thereunder and
requirements of Clause 49 of the listing agreement with the BSE Ltd.
Mr. Narain Hingorani shall retire by rotation at the forthcoming Annual
General Meeting and being eligible has offered himself for
re-appointment.
During the year under review, none of the non-executive directors had
any pecuniary relationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013
and Clause 49 of the listing agreement with the BSE Ltd. Mr. Narain
Hingorani, Managing Director of the Company is Chief Executive Officer,
and Mr. Prakash Dhumal is the Chief Finance Officer. The Company is in
search of an ideal candidate for the post of the Company Secretary.
Nomination & Remuneration Policy
The Nomination and Remuneration Policy recommended by the Nomination &
Remuneration Committee is duly approved and adopted by the Board of
Directors. The said policy is annexed to the report as Annexure I.
Number of meeting of the Board
Eight meetings of the Board were held during the year under review.
Corporate Governance Report, which forms part of this report, contains
the details about the Board meeting as also meeting attended by each
Directors of the Company.
Declaration of Independence
All the independent directors have submitted declarations as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they
meet the criteria of independence as stipulated in Section 149(6) of
the Act.
Board evaluation
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement with the BSE Ltd., the Board of Directors had done the annual
evaluation of its own performance, its committees and individual
directors. The Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of criteria such
as the contribution of the individual director to the Board and
committee meetings.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole was
evaluated, taking into account the views of the management and
non-executive directors.
Policy on appointment of directors and remuneration as provided in
Section 178(3) of the Companies Act,
2013 has been dealt with in the corporate governance report, which
forms part of the Directors' Report.
Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
Internal Control System
Adequate internal control systems are in place to maintain quality of
product, proper accounting as per norms and standards laid prescribed,
asset maintenance and its proper use. The Company has an independent
internal auditor, who periodically reviews the accounts and reports to
the Audit Committee.
Risk Management ,
The Company has Risk Management Committee. This committee is
responsible for reviewing the risk management plan and its
effectiveness. The audit committee also reviews the financial risk and
its control. The management also continuously access the risk involved
in the business and all out efforts are made to mitigate the risk with
appropriate action. All the assets of the Company are adequately
covered by comprehensive insurance.
Employees
The relations between the management and employees remained cordial
through out the year. Information required under Section 197 of the Act
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are appended to this report as
Annexure 3 and forms part of this report.
None of the employees was in receipt of the remuneration exceeding the
prescribed limit and hence, information under the Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are not given.
Auditors:
According to Directors, there is no adverse remarks made by Statutory
Auditors in their report. Notes to the accounts are self explanatory to
comments/observation made by the auditors in their report. Hence, no
separate explanation is given.
M/s. Udayavar Dhaneshkumar & Associates, Chartered Accountants,
Statutory Auditors of your Company shall retire at the forthcoming
Annual General Meeting. However, they are eligible for reappointment.
Members are requested to appointthe Auditors and fix their
remuneration.
During the year, Secretarial Audit was carried out by Mr. Upendra C.
Shukla, Practising Company Secretary for the financial year 2014-15.
The report on the Secretarial Audit is appended as Annexure 5 to this
report. According to the Board of Directors the report does not have
any adverse remark.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under the second proviso of Section 143(12) of the Companies Act, 2013.
Extract of Annual Return
An extract of Annual Return in Form MGT-9 in pursuance to the
provisions of Section 92(3) of the Companies Act,2013 is annexed to
this report as Annexure 4 and forms part of this report.
Corporate Social Responsibility (CSR):
Since the profitability of the Company is below the limit prescribed
under Section 135 of the Companies Act,2015, the provisions pertaining
to Corporate Social Responsibility are not attracted.
Vigil Mechanism
The Company has a vigil mechanism policy to deal with instances of
fraud and mismanagement. The whistle blower policy adopted by the Board
of Directors is hosted on the website of the Company.
Details of Significant and Material Orders passed by the Regulators or
Court or Tribunals
During the year under review, there were no material and significant
orders passed by any of the regulators or courts or tribunals Impacting
the going concern status and the Company's operations.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
In compliance to the new Act of 'Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, your Company has
duly constituted an internal complaint committee. The Committee has
formulated policy to ensure protection to its female employees.
Cautionary Statement
Statements in the Annual Report, particularly those which relate to
Management Discussion and Analysis may constitute forward looking
statements within the meaning of applicable laws and regulations.
Although the expectations are based on the reasonable assumption, the
actual results might differ.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Company's Bankers and all the staff members for their unstinted
support. Your directors also wish to thank the shareholders for
confidence reposed In the management of the Company.
For & on behalf of the Board of Directors
Place: Mumbai (Narain N. Hingorani)
Date: 14/11/2015 Chairman & Managing Director
Mar 31, 2014
Dear members,
The Directors hereby present their TWENTIETH ANNUAL REPORT alongwith
the Audited Financial Statements for the year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS:
(Rupees) (Rupees)
2013-2014 2012-2013
Profit before Financial Cost, 73,99,433 6,25,34,336
Depreciation & Tax
Less: Financial Cost 1,98,21,096 1,58,56,850
Less: Depreciation 27,56,470 10,48,987
Profit/Loss before Tax (1,51,78,133) 4,56,28,499
Less: Provision for Tax - 85,00,000
Add/Less: Deferred Tax Expenses (28,49,887) (4,70,364)
(Income)
Add/Less: Short Provision of Tax
Net Profit for the year (1,23,28,246) 3,56,42,720
Balance brought forward from 16,31,72,168 12,75,29,448
Previous Year
Balance Carried Forward 15,08,43,922 16,31,72,168
DIVIDEND
In view of the loss for the year, your Directors have not recommended
any dividend.
MANAGEMENT DISCUSSION & ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS
Your Company belongs to the Garment and apparel industry which is
susceptible to fast changing trends and styles. lt is a labour
intensive Industry and requires skilled and unskilled labour. The new
Government has laid emphasis on job oriented industries to generate
employment.
PERFORMANCE REVIEW
Domestic sales for the year under review were Rs.709.97 lacs, a jump of
65% compared to last year. Income from the real estate and investment
activities was down about 50% without considering the exceptional
income of Rs 460.26 lacs received pursuant to a settlement of a long
dispute in the last financial year.
The total income for the year under review was Rs.933.10 lakhs and
pre-tax loss of Rs.151.78 lacs as against Rs. 1216.97 lakhs and profit
of Rs.456.28 lacs for the previous year respectively.
DYEING UNIT:
As a measure of backword integration your company has decided to set-up
Yam Dyeing unit. For this purpose, land is acquired on lease in MIDC,
Ambernath, Dist. Thane, Maharashtra. Necessary steps are being taken
and the production will commence by the end of September, 2014
OPPORTUNITIES & THREATS
Your Company is strengthening its manufacturing facilities and is able
to procure the entire range of Men''s wear at low cost with reasonably
good quality. The growing young population of our country gives
tremendous scope for the development of this industry.
The unavailability of skilled labour and high sticky inflation has
caused a cascading effect on the growth rates of wages and man power
costs.
RISKS AND CONCERNS
Manpower availability and increased cost of power continue to be a big
risk, which is also making Indian companies uncompetitive.
FINANCE
The finance cost for the year was Rs. 198.21 lakhs as against Rs.
158.56 lakhs in the previous year due to lesser income from the
property division and increasing capital expenditure on Purchase of
Machineries.
INTERNAL CONTROLS
The Company has in place adequate internal control systems and
procedures so that all assets and resources are used efficiently and
are adequately protected.
SAFETY. HEALTH & ENVIRONMENTAL PROTECTION
Garment manufacturing is non-polluting industry. The Company is
providing appropriate training to employees in order to optimise the
contribution of each employee
PERSONNEL
The Company had 15 employees as on 31st March, 2014. Industrial
relations continued to be cordial through out the year. None of the
employees is covered by the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
FUTURE PROSPECTS
Your Directors are of opinion that the slowdown in the Indian economy
has bottomed out and things can only get better. Future prospects of
Apparel Industry is bright as the young Indian people prefer ready made
garments.
RISK MANAGEMENT
Your Directors regularly review the steps required to mitigate the
business risk. The assets of the company are adequately insured.
CAUTIONARY NOTE
Certain statement in the above report may be forward looking and are
stated as required by legislation in force. The actual results may be
affected by many factors which may be different from what the
Directors/ Management envisage in terms of future performance and
outlook.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of Companies Act, your Directors state as
follows:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
wherever necessary relating to material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period.
iii. That 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 fraud and other irregularities.
iv. That the Directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Mr. Chandru K. Bakhtiani and Mr. Brijlal S. Bachani were categorized as
Independent Directors in accordance with the existing Clause 49 of the
Listing Agreement. After coming into force of Section 149 of the
Companies Act, 2013 from 1st April 2014, the Company has re-assessed
the status of its Directors with a view to determining whether Mr.
Chandru K. Bakhtiani and Mr. Brijlal S. Bachani qualify for
classification as Independent Directors in terms of Section 149(6) of
the Companies Act, 2013. Accordingly, they fulfill the criteria as laid
down in Section 149(6) of the Companies Act, 2013 in this regard.
Section 149 (10) of the new Companies Act, 2013 restricts the tenure of
the Independent Director to two terms of upto ten years with a single
term not exceeding five years. This has been made effective form 1st
April, 2014. The proposed revised Clause 49 of the Listing Agreement
issued by the Securities and Exchange Board of India (SEBI) and which
shall be effective form 1st October, 2014 also contains the provisions
in similar line. Mr. Chandru K. Bakhtiani retires by rotation at the
forthcoming Annual General Meeting and he being eligible has offered
himself for appointment as an Independent Director in pursuance to the
provision of the Companies Act, 2013 and revised Clause 49 as
aforesaid, to hold the office for a period upto 31st March, 2019
Pursuant to the provisions of Section 160 of the Companies Act, 2013
read with the relevant rules, the Company has also received a notice in
writing from some of its members proposing his candidature for the
office of Independent Director.
To comply with the requirement of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Prem Vachhani shall retire
by rotation and being eligible, offers himself for reappointment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to the Directors'' Report.
CONSERVATION OF ENERGY ETC.
Your Company is not using any specific energy, which could be conserved
by exercising any device. Further, the Company is using its in-house
technology and hence, question of absorbing technology does not arise.
Therefore, information under Section 217 (1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 is not given.
Expenditure in Foreign Currency Rs. 15.44 Lacks Earning in Foreign
Currency Rs.NIL
AUDITORS
The observations made in the Auditor''s, Report and details provided
in Notes to the Accounts are self-explanatory and therefore, do not
call for any further comments under the Companies Act, 1956. The
Auditors, M/s. Udayavar Dhanesh Kumar & Associates, hold Office until
the conclusion of the ensuing Annual General Meeting and are eligible
for reappointment.
Pursuant to Section 139 (2) of the Companies Act, 2013, Audit Committee
and the Board of Directors of the Company have recommended their
appointment for a period of one year i.e from the conclusion of the
20th AGM till the conclusion of the 21st AGM, subject to approval of
the members in the AGM of the Company. M/s. Udayavar Dhanesh Kumar &
Associates have confirmed that their appointment, if made, will be
within the eligibility criteria prescribed under Section 141(3) of the
Companies Act, 2013.
APPRECIATION
Your Directors thank The Karnataka Bank Ltd., FIDFC Bank Ltd and ICICI
Bank Ltd for their support. Your Directors also wish to place on record
their appreciation the dedicated services rendered by all employees of
the Company. Directors also thank all the Shareholders for their
confidence reposed in the management.
For & on behalf of the Board of Directors
(Narain N. Hingorani)
Chairman & Managing Director
Place : Mumbai
Date : 13/08/2014
Mar 31, 2010
The Directors hereby present their SIXTEENTH ANNUAL REPORT alongwith
the Audited Financial Statements for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS:
(Rupees) (Rupees)
2009-2010 2008-2009
Profit before Financial Cost,
Depreciation & Tax 2,33,79,776 2,74,81,856
Less: Financial Cost 2,00,80,761 1,93,83,890
Less: Depreciation 6,48,614 10,07,249
Profit/Loss before Tax 26,50,401 70,90,717
Less: Provision for Tax 1,75,000 10,50,000
Less: Provision for Fringe Benefit Tax 0 50,000
Less: Prior Period Expenses 2,33,154 0
Add/Less: Deferred Tax Expenses(lncome) (3,85,835) 76,429
Add/Less: Short Provision of Tax / Sundry
Balw/off 7,58,152 6,36,615
Net Profit for the year 18,69,930 52,77,673
Balance brought forward from Previous Year 12,10,58,332 11,57,80,659
Balance Carried Forward 122,928,262 12,10,58,332
DIVIDEND
Due to insufficient Profits, your Directors have not recommended any
dividend.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of Companies Act, your Directors state as
follows:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
wherever necessary relating to material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgements 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
profit or loss of the Company for that period.
iii. That 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 fraud and other irregularities.
iv. That the Directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Mr. Prem L. Vachhani shall retire by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for reappointment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a separate report on
Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are
annexed to in the Directors Report.
CONSERVATION OF ENERGY ETC.
Your Company is not using any specific energy, which could be conserved
by exercising any device. Further, the Company is using its in-house
technology and hence, question of absorbing technology does not arise.
Therefore, information under Section 217 (1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 is not given.
During the year under the review, the Company earned foreign exchange
worth Rs. 304.51 lakhs and spent foreign exchange worth Rs.16.94 lakhs.
COMPLIAMCE REPORT
The company has received Compliance Report us 383 A of the Companies
Act. 1956 from Mr. Upendra C. Shukla Company Secretary. The same is
annexed and forms part of this report
AUDITORS
M/s. Udayavar Dhanesh Kumar & Associates, Chartered Accountants,
Auditors of the Company, shall retire at the forthcoming Annual General
Meeting. They are eligible for reappointment. Members are requested to
appoint Auditors and fix their remuneration.
APPRECIATION
Your Directors thank The Karnataka Bank Ltd., HDFC Bank Ltd., & ICICI
Bank Ltd. for their support. Your Directors also wish to place on
record the dedicated services rendered by all employees of the Company.
Directors also thank all the Shareholders for their support to the
Company.
For & on behalf of the Board
Mumbai. (Narain N. Hlngorani)
30th August 2010. Chairman & Managing Director
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