To
The Members of
The Indian Card Clothing Company Limited
Your directors' present their Seventieth Annual Report on the business
and operations of the Company, together with the Audited Financial Statements for the year
ended March 31,2024.
Directors have tried to maintain coherence in disclosures and flow of
the information by clubbing required information topic-wise and thus certain information
which is required in Directors' Report is clubbed elsewhere and has to be read as a part
of Directors' Report.
1) FINANCIAL RESULTS:
(Rs. in Lakh)
| Particulars |
Financial year |
|
2023-24 |
2022-23 |
| Revenue from operations |
4,909.15 |
5,695.79 |
| Other Income |
1,989.87 |
1,257.09 |
| Total income |
6,899.02 |
6,952.88 |
| Finance cost |
212.29 |
211.95 |
| Depreciation |
462.41 |
468.30 |
| Profit / (Loss) before exceptional items |
1,039.05 |
832.89 |
| Exceptional items |
(295.16) |
(264.89) |
| Profit / (Loss) Before Tax |
743.89 |
568.01 |
| Provision for Tax (including deferred tax) |
(44.34) |
15.54 |
| Profit / (Loss) After Tax |
788.23 |
552.47 |
| Other Comprehensive Income |
(24.06) |
(12.97) |
| Total Comprehensive Income for the year |
764.17 |
539.50 |
2) PERFORMANCE REVIEW:
During the year under review, the Company earned a total revenue of Rs.
6,899.02 Lakh as against Rs. 6,952.88 Lakh in the previous year. The profit for the
financial year 2023-24 has been Rs. 788.23 Lakh against profit of Rs. 552.47 Lakh for the
financial year 2022-23.
Highlights:
• With effect from August 1, 2023, the registered office of the
Company was shifted within the local limits of the Pune city from Koregaon Park to 14th
Floor, "B" Wing, AP-81, Koregaon Park Annexe, Mundhwa, Pune - 411036,
Maharashtra, India.
• Petition for Consolidation of Shares was filed with the Hon'ble
National Company Law Tribunal, Mumbai Bench for consolidation of the entire equity share
capital (authorized, issued, subscribed and paid-up share capital) of the Company by
increasing the Nominal value of the equity shares from Rs. 10/- (Rupee Ten only) each to
Rs. 2,000/- (Rupees Two Thousand Only) each after seeking approval of the shareholders.
The approval for the same is awaited as on the date of this report.
• Entire Commercial Premises owned by the Company situated at
Powai - Mumbai was sold in May, 2024.
3) SHARE CAPITAL:
The paid-up share capital of the Company as on March 31,2024, was Rs.
594.11 Lakh. During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock option or sweat equity. As on March
31, 2024, none of the Directors of the Company hold instruments convertible into equity
shares of the Company.
During the year under review, further to the approval of the
shareholders, the Company filed a petition with NCLT, Mumbai to consolidate the entire
equity share capital (authorized, issued, subscribed and paid-up share capital) of the
Company by increasing the Nominal value of the equity shares from Rs. 10/ - (Rupee Ten
only) each to Rs. 2,000/- (Rupees Two Thousand Only). The matter has been admitted and is
under hearing stage.
4) STATE OF THE COMPANY'S AFFAIRS:
The detailed information about the Company's affairs is provided under
the Management Discussion and Analysis Report in accordance with the requirements under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter called and referred to as "the
Listing Regulations"), which forms a part of this Report.
5) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the year 2023-24:
During the year under review, six (6) meetings of the Board of
Directors took place, details of which have been provided in the Corporate Governance
Report that forms part of this Annual Report. The intervening gap between the two (2)
meetings was within the period prescribed under the Companies Act, 2013, the Listing
Regulations.
b) Declaration by the Independent Directors:
The Company has received necessary declaration from all the Independent
Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
Independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and
Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors are not liable to retire by rotation as per
Section 152 of the Companies Act, 2013.
c) Changes in the Board of Directors during the year 2023-24:
During the year under review, the following changes took place in the
Board of Directors of the Company:
• Mr. Sanjeevkumar Walchand Karkamkar (DIN : 00575970),
Non-Executive Non-Independent Director, resigned from the directorship of the Company
effective May 1,2023.
• Mr. Jyoteendra Kothary (DIN : 00015254) was appointed as a
Non-Executive Non-Independent Director of the Company effective May 1, 2023.
• Mr. Darshan Bhatia (DIN: 08257246), was re-appointed as an
Independent Director of the Company for a second term of five years commencing from
October 30, 2023 and ending on October 29, 2028.
d) Changes in the Board of Directors after closure of financial year
2023-24:
• Mr. Alok Misra, Whole-time Director & CEO (Whole-Time Key
Managerial Personnel) (DIN : 09198314) of the Company tendered his resignation from the
services of the Company and was relieved from the services of the Company at the close of
working hours on June 17, 2024.
• Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the
Board of Directors in its meeting held on May 20, 2024 as an Additional Director
(Category: Non-executive Non- Independent Director) of the Company with effect from June
18, 2024, subject to the approval of the Shareholders of the Company.
Subsequently, Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed
by the Board of Directors in its meeting held on August 14, 2024 as an Executive Director
of the Company with immediate effect.
• Mr. Gurudas Vishwas Aras (DIN: 02187903) was appointed as an
Additional Director of the Company with effect from July 27, 2024 in the category of
‘Independent Director'.
• Mr. Sudhir Ajitkumar Merchant (DIN:00033406) ceased to be the
Independent Director of the Company with effect from July 31, 2024 as a result of
cessation of his second consecutive term of 5 years as an Independent Director of the
Company.
Even after the above changes in the Board of Directors of the Company,
the Company continues to comply with the mandatory requirements related to composition of
the Board of Directors as provided under Regulation 17 of the Listing Regulations.
e) Changes in Key Managerial Personnel during the year 2023-24:
• Mr. Chandrakant Dattatray Patil, Chief Financial Officer
(Whole-time Key Managerial Personnel) resigned from the position of Chief Financial
Officer and was relieved from the services of the Company on April 7, 2023.
• In place of Mr. Chandrakant Dattatray Patil, the Company had
appointed Mr. Devendra Mishra as the ‘Chief Financial Officer' (whole-time key
managerial personnel) of the Company with effect from May 30, 2023. Mr. Devendra Mishra
subsequently resigned from the services of the Company and was relieved at the close of
business hours on August 25, 2023.
• In place of Mr. Devendra Mishra, Dr. Sriram Swaminathan was
appointed as the ‘Chief Financial Officer' (whole-time key managerial personnel) of
the Company with effect from February 19, 2024.
f) Changes in Key Managerial Personnel after closure of financial
year 2023-24:
• Mr. Darshan Sheth was appointed as the ‘Chief Executive
Officer' (Whole-Time Key Managerial Personnel) of the Company with effect from July
11,2024.
6) DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
No amount was transferred to Reserves for the year under review.
7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:
In accordance with Section 129(3) of the Companies Act, 2013 and Jndian
Accounting Standard (Ind-AS) 110, the Company has prepared the Consolidated
Financial Statements of the Company and all its subsidiaries, which forms part of this
Annual Report.
In pursuance of Regulation 16 of the Listing Regulations, Garnett Wire
Limited (GWL), [registered number: 02624315], wholly owned subsidiary of the Company,
incorporated on June 27, 1991 in the England and Wales, is a material subsidiary of the
Company as per preceding accounting year. The Company has prepared a policy for
determining material subsidiaries which is uploaded on the Company's website and can be
accessed vide weblink: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Material-
Subsidiaries-Rev.-02-07.04.2023.pdf.
The Statement in Form AOC-I containing salient features of the
financial statements of Company's Subsidiaries is attached to the financial statements of
the Company.
The brief details about the performance and financial position of the
subsidiaries of the Company are given below:
a) ICC International Agencies Limited:
ICC International Agencies Limited (ICCIAL) recorded substantial
increase of approximately 84% in its revenue from Rs. 87.69 Lakh in the previous year to
Rs. 161.56 Lakh in the financial year 2023-24. Further, there was a reduction in the loss
after tax from Rs. 119.45 Lakh in the previous financial year to a loss of Rs. 33.69 Lakh
in the year under review.
During the year under review, the subsidiary focused on its core area
of competency, i.e., sale of Tajima Embroidery machines in the Western India market. As a
result, the subsidiary was able to increase its sales in all its Revenue streams. Revenue
got doubled through direct commission of Tajima Machines which resulted into addition of
customers as well. Increase in the sales of local spares and Annual Maintenance Contracts
led to a revenue growth of 65%. The growth in the revenue together with a control over the
operational expenses resulted into reduction of loss for the year ended March 31,2024.
b) Garnett Wire Limited, U.K.:
Garnett Wire Limited, a U.K. Company, wholly owned subsidiary of the
Company, recorded decrease of approximately 29% in its revenue from ?1,044,910
(equivalent to Rs. 1,049.88 Lakh) to ?738,701 (equivalent to Rs. 764.99 Lakh). The
after-tax loss is ?191,779 (equivalent to Rs. 196.69 Lakh) as against previous year's
profit of ?3,058 (equivalent to Rs. 3.07 Lakh).
Garnett Wire Limited continues to face head winds due to the slowdown
in the global economy and "the cost-of-living crisis" in the United Kingdom. In
addition, regulatory hurdles due to Brexit have dampened exports from the United Kingdom
to Europe.
8) AUDIT COMMITTEE:
The Company has constituted an Audit Committee pursuant to the
provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 and 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time
to time.
During the year under review, the Board of Directors of the Company in
its meeting held on August 11, 2022 reconstituted the Audit Committee in compliance with
Regulation 18 of the Listing Regulations as per the details given below:
| Sr. No. Name |
Designation |
| 1) Mr. Sudhir Merchant |
Chairman (Independent Director) |
| 2) Dr. Sangeeta Pandit |
Member (Independent Director) |
| 3) Mr. Darshan Bhatia |
Member (Independent Director) |
Considering cessation of the term of Mr. Sudhir Merchant (DIN:00033406)
as an Independent Director of the Company with effect from July 31, 2024, the Board of
Directors of the Company in its meeting held on July 26, 2024 further reconstituted the
Audit Committee in compliance with Regulation 18 of the Listing Regulations as per the
details given below with effect from July 27, 2024:
| No. Name of the Member |
Designation |
| 1. Dr. Sangeeta Pandit |
Chairperson (Independent Director) |
| 2. Mr. G. V. Aras |
Member (Independent Director) |
| 3. Mr. Darshan Bhatia |
Member (Independent Director) |
All the recommendations of the Audit Committee during the year were
accepted by the Board of Directors of the Company.
9) VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY:
The Company has established a "Vigil Mechanism Policy/ Whistle
Blower Policy" as per Regulation 22 of the Listing Regulations. The Company has also
amended this policy from time to time as per the amendments made to the Listing
Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015. The details of
this Vigil Mechanism have been provided in the Corporate Governance Report and also posted
on the website of the Company at: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-
on-Vigil-Mechanism-Rev.-02-07.04.2023.pdf
10) STATUTORY AUDITORS:
P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No.
101118W/W100682), Pune, were re- appointed as the Statutory Auditor of the Company for a
period of five (5) consecutive years commencing from the conclusion of the 68th
AGM held on September 8, 2022 till the conclusion of the 73rd AGM of the
Company. Accordingly, the term of P.G. Bhagwat LLP, Chartered Accountants, Pune would
expire at the conclusion of 73rd Annual General Meeting of the Company.
11) AUDITOR'S REPORT:
There are no adverse remarks nor any disclaimer, qualifications or
reservations in the Auditors' Report. Necessary responses of the Company in respect of the
observations made by the Statutory Auditor have been included in this report.
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment for the time being in force).
12) SECRETARIAL AUDIT REPORT:
Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515),
Proprietor of DVD & Associates, Company Secretaries, Pune was appointed as the
Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year
2023-24, as required under Section 204 of the Companies Act, 2013 and the rules made
thereunder.
The Secretarial Audit Report for the financial year 2023-24 is annexed
as Annexure - A to this Report.
There are no adverse remarks nor any disclaimer, qualifications or
reservations in the Secretarial Audit Report.
13) DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013,
the Directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended March 31,2024, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year ended March 31, 2024;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls, which are
to be followed by the Company and that such internal financial controls are adequate and
were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
14) CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on Corporate Governance practices followed by the Company,
together with a certificate from DVD & Associates, Pune confirming compliance, is set
out separately under Corporate Governance Report.
15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS
INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:
In terms of Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations, the Board of your Company, on recommendation of the Nomination and
Remuneration Committee ("NRC"), had adopted a Nomination Policy titled as
"Nomination & Remuneration Policy" pursuant to the requirements of Listing
Regulations which interalia includes the Company's policy on Board diversity, selection,
appointment and remuneration of Directors, criteria for determining qualifications,
positive attributes, independence of a
Director and criteria for performance evaluation of the Directors. The
Company has also amended this policy from time to time as per the amendments made to the
Listing Regulations. The Nomination & Remuneration Policy as approved by the Board is
uploaded on the Company's website at: https://
cardindia.com/wp-content/uploads/2023/05/ICC-Nomination-Remuneration-Policv-Rev.-02-07.04.2023.pdf.
16) PERFORMANCE EVALUATION:
Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing
Regulations, mandates that the Board shall monitor and review the Board evaluation
framework and shall carry out performance evaluation of the Independent Directors. The
Companies Act, 2013, states that a formal annual evaluation needs to be done by the Board
of its own performance and that of its committees and individual directors. Schedule IV of
the Companies Act, 2013, states that the performance evaluation of independent directors
shall be done by the entire Board of Directors, excluding the director being evaluated.
The performance evaluation of the Directors, the Board and its
Committees was accordingly carried out based on the criteria laid down under the SEBI
Circular dated January 5, 2017, for Performance Evaluation in the Nomination &
Remuneration Policy and approved by the Board of Directors. Further details in respect of
the criteria of evaluation has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also assessed the quality,
quantity and timelines of flow of information between the Company management and the
Board. Your directors express their satisfaction with the evaluation process.
17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
During the year under review, none of the employees have drawn
remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by
himself or along with his spouse and dependent children) more than 2% of the equity shares
of the Company. Hence, the requirement of disclosure under Section 197(12) of the
Companies Act, 2013, is not applicable.
The details of Top 10 employees together with the remuneration drawn by
them is annexed as Annexure - B to this Report.
18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE
RELEVANT RULES:
a) The ratio of the remuneration of each Director to the median
employee's remuneration for the financial year and such other details as prescribed
is as given below:
The Managerial Remuneration was paid during the year under review only
to the Whole-Time Director & CEO which was approximately Rs. 112 lakh whereas the
median employee's remuneration for the financial year was Rs. 2.67 lakh.
b) The percentage increase in remuneration of each Director, Manager,
Chief Executive Officer, Chief Financial Officer or Company Secretary, if any, in the
financial year:
| Name |
% increase |
| Mr. Alok Misra, Whole-Time Director under the Companies Act,
2013 designated as Whole-Time Director and CEO |
There was marginal increase of 0.49% in the remuneration paid
to Mr. Misra during the year was as compared to his remuneration in the previous year. |
| Dr. Sriram Swaminathan, Chief Financial Officer |
Due to changes in the position of the Chief Financial Officer
in the current financial year, percentage increase in the remuneration of the Chief
Financial Officer is not comparable. |
|
Dr. Sriram Swaminathan was appointed as the Chief Financial
Officer of the Company with effect from February 19, 2024. The remuneration paid to Dr.
Sriram |
|
Swaminathan is only for 1.5 months and hence not comparable. |
| Mr. Amogh Barve Company Secretary |
In respect of the year under review, there was an increase of
approximately 6.5% in the remuneration of the Company Secretary. |
c) The percentage increase in the median remuneration of employees in
the financial year:
There was an increase of approximately 10.20% in the median
remuneration of employees in the financial year.
d) The number of permanent employees on the rolls of the Company as on
March 31, 2024: 235
e) Average percentile increase already made in the salaries of
employees' other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
Increase in the average percentile in the salaries of employees other
than managerial personnel was approximately 6.09% whereas average increase in the
managerial remuneration is approximately 0.49%.
f) The remuneration has been paid to all the employees of the Company
in accordance with the Nomination & Remuneration Policy of the Company.
19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of
business and at arm's length basis; and therefore, disclosure in Form AOC-2 is not
required.
The Policy on Related Party Transactions has been revised by the
Company from time to time based on the changes made in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The updated Policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website at: https://cardindia.com/wp-content/uploads/2023/07/ICC-Policv-on-Related-Partv-Transactions-
Rev.-03-29.05.2023.pdf.
20) DEPOSITS:
During the year 2023-24, the Company did not accept any deposit from
public within the meaning of Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014.
21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
During the year under review, the Company has provided short-term loan
from time to time to ICC International Agencies Limited (ICCIAL) Wholly Owned Subsidiary
of the Company @ 7.50% per annum which was exempted under section 185(3)(c) of the
Companies Act, 2013, and the total outstanding balance as on March 31,2024 is Rs. 28
lakhs.
22) SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company is giving due consideration to the conservation of energy
and all efforts are being made to properly utilize the energy resources. The information
on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed as Annexure - C to this Report.
24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:
The Company has a costing system to help control costs and to take
decisions on pricing. Pursuant to Notification No. G.S.R. 725 (E) dated July 31, 2018
whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is
maintaining the Cost Records under sub-section (1) of Section 148 of the Companies Act,
2013. Further, the requirement of audit of Cost Records under sub-section (2) of Section
148 of the Companies Act, 2013 is not applicable to the Company.
25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle
System for the purpose of "Internal Financial Controls" within the meaning of
the explanation to Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii)
of the Companies (Accounts) Rules, 2014. The Company has upgraded the present version of
its Oracle System to new Oracle version 12.2.12. The Company is also in the process of
restructuring its Finance and Accounts function, including its subsidiaries, branch at
Turkey, functioning of audit trail feature in Oracle and some of its other support
functions and thereby re-defining the Risk Control Matrix for the purpose of maintaining
adequate internal financial controls. The restructuring activity of Finance and Accounts
function also includes maintenance of the books of accounts at Turkey Branch in respect of
the transactions effected at the said branch. Presently the same is prepared, monitored
and kept at the Registered Office of the Company.
This has not affected any of the internal financial controls laid down
by the Company during the financial year under review. The internal financial controls of
the Company are adequate and were operating effectively during the year under review.
The Company's manufacturing facility has ISO 9001 certification, which
is renewed from time to time.
A firm of auditors manned by technically and commercially qualified
personnel carries out internal audit, of Nalagarh plant, which is followed up by
discussion with each department, the Chief Executive Officer and in the Audit Committee.
Wherever risks have been identified in processes or systems, these have been addressed by
implementing a more robust process.
The Company has a costing system to help control costs and to take
decisions on pricing. Pursuant to Notification No. G.S.R. 725(E) dated July 31,2018
whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is
maintaining the Cost Records under sub-section (1) of section 148 of the Companies Act,
2013. A certificate of a Practising Cost Accountant has been obtained certifying that the
Company has maintained the Cost Records as per the statutory requirements mentioned above.
26) REPORTING OF FRAUDS:
There was no instance of any fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of the Act and the rules made thereunder.
27) APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company has neither made any
application under Insolvency and Bankruptcy Code, 2016 nor there any proceedings pending
against the Company under Insolvency and Bankruptcy Code, 2016.
28) DETAILS OF ONE-TIME SETTLEMENT WITH THE BANK OR FINANCIAL
INSTITUTION TOGETHER WITH DETAILS OF VALUATION:
As on March 31, 2024, the Company has not borrowed any money from any
Bank or Financial Institution nor the Company has entered into any one-time settlement
with any Bank of Financial institution during the year, and hence the requirement of
providing details as stated under Rule 8(5) the Companies Accounts Rules, 2014 regarding
the 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 alongwith
the reasons thereof does not apply to the Company.
29) RISK MANAGEMENT:
The Company has in place a Risk Management System which takes care of
risk identification, assessment and mitigation. There are no risks which in the opinion of
the Board threaten the existence of the Company. Risk factors and its mitigation are
covered extensively in the Management Discussion and Analysis Report forming part of this
Report.
30) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act,
2013, a copy of Annual Return for the financial year 2022-23 is available on the website
of the Company at https://cardindia.com/wp-
content/uploads/2024/07/Annual-Return-Form-MGT-7-F.Y.-2022-23.pdf and a copy of Annual
Return for the financial year 2023-24 will be made available on the website of the company
after submission of the same to the Registrar of Companies.
31) CORPORATE SOCIAL HESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements
of the Companies Act, 2013. Details regarding constitution of the Committee and its
meetings have been provided in the Corporate Governance Report.
Considering the threshold requirements specified under Section 135(1)
of the Companies Act, 2013, the Company was not liable for CSR spending as specified under
Section 135(5) of the Companies Act, 2013, for the financial year 2023-24 and hence, has
not spent any amount on CSR activities during the financial year 2023-24.
32) POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment and to conduct regular awareness programs.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year 2023-24, no complaints were received
regarding sexual harassment.
33) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
In continuation to a decline in revenue of the Company for the year
under review, for the quarter ended June 30, 2024, the Company's Carding Business reported
a further 27% drop in quarter-on-quarter revenue. This business continues to suffer the
consequences of incessant headwinds faced by the Indian Textile Industry as a consequence
of global geopolitical disturbances and global economic slowdown.
Except as stated above and disclosed elsewhere in this Report, no
material changes and commitments have occurred between the end of the financial year of
the Company and date of this Report which can affect the financial position of the
Company.
34) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI):
The Company complies with the Secretarial Standards issued by ICSI, one
of the premier professional bodies in India.
35) CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the financial
year under review.
36) APPRECIATION:
Your directors place on record their sincere thanks and appreciation
for the continued support extended by Central and State Governments, bankers, customers,
suppliers and members. Your Board would like to record its sincere appreciation to the
employees for the dedicated efforts and contribution in playing a significant part in the
Company's operations.
|
For and on behalf of the Board of Directors |
|
Prashant Trivedi |
| Place : Mauritius |
Chairman |
| Date : August 14, 2024 |
(DIN : 00167782) |
|