Dear Members,
Your directors take pleasure in presenting the 31st Annual Report on
business and operations along with Audited Financial Statements and the Auditor's report
of your Company for the financial year ended 31st March, 2025.
1. Financial Results
Financial Performance of the company for the year ended 31st March 2025 is
summarized as below: (Rs. in Lakh except EPS)
| Particulars |
March 31, 2025 |
March 31, 2024 |
| Income from Operations |
1421.87 |
0.46 |
| Other Income |
1099.30 |
15.61 |
| Total Income |
2521.17 |
16.07 |
| Less: Total Expenses |
(1215.35) |
(193.33) |
| Profit Before Depreciation, Exceptional Item and Tax |
1309.54 |
(176.78) |
| Less: Depreciation |
(1.86) |
0.24 |
| Profit Before Extra - ordinary Items and Tax |
1307.68 |
(177.02) |
| Extra Ordinary Items |
0.00 |
376.78 |
| Profit Before Tax |
1307.68 |
199.76 |
| Tax Expense |
|
|
| -Current Tax |
236.03 |
35.49 |
| -Deferred Tax |
11.70 |
(0.98) |
| Profit After Tax |
1026.06 |
199.14 |
| EPS (Basic) (In Rs.) |
21.51 |
-4.58 |
| EPS (Diluted) (In Rs.) |
21.51 |
-4.58 |
2. Overview of Company's Financial Performance:
During the year under review, your Company recorded a total net sales of Rs. 1421.87
lakhs and reported a Net Profit after Tax (PAT) of Rs. 1026.06 Lakhs. The Board of
Directors remains optimistic about the Company's performance and growth prospects in the
coming years.
3. Share Capital:
During the year under review, the authorized share capital of the Company was increased
from Rs. 7,00,00,000/- (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakh)
equity shares of Rs. 10/- each, to Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into
1,00,00,000 (One Crore Lakh) equity shares of Rs. 10/- each, by creation of an additional
30,00,000 (Thirty Lakh) equity shares of Rs. 10/- each, in the Extra-Ordinary General
Meeting held on October 23, 2024.
Thereafter, the Company has further increased the Authorized share capital from Rs.
10,00,00,000/- to Rs. 13,00,00,000/- divided into 1,30,00,000 (One Crore Thirty Lakh)
equity shares of Rs. 10/- each, by creation of an additional 30,00,000 (Thirty Lakh)
equity shares of Rs. 10/- each, in the Extra-Ordinary General Meeting held on January 24,
2025.
Bonus Issue:
During the year under review,
the Company has issued of 38,73,000 Equity Shares of Rs.10/- (Rupee Ten only) each as
Bonus Shares in the ratio of 1:1 i.e 1 (One) Bonus Equity Shares for every 1 (One)
existing Equity Shares to the shareholders holding equity shares on the Record date i.e. 8th
January, 2025. The said shares are now listed on the Stock Exchange i.e., BSE limited,
effective from 10th January, 2025 being the T+2 day in compliance with the SEBI
Circular No. CIR/CFD/PoD/2024/122 dated September 16, 2024;
Thereafter, the Company has issued of 51,64,000 Equity Shares of Rs.10/- (Rupee Ten
only) each as Bonus Shares in the ratio of 2:3 i.e Two (02) Bonus Equity Shares for every
Three (03) existing Equity to the shareholders holding equity shares on the Record date
i.e. 18th March, 2025. The said shares are now listed on the Stock
Exchange i.e., BSE Limited, effective from 20th March, 2025 being the T+2
day in compliance with the SEBI Circular No. CIR/CFD/PoD/2024/122 dated September 16,
2024.
Hence, The Paid up, subscribed and issued share capital of the Company stands increased
to Rs. 12,91,00,000/- divided into 1,29,10,000 equity shares having face value of Rs. 10/-
each as on the March 31, 2025.
Sub- Division of shares:
After the end of the FY 2024-25, the Company has approved subdivision of face value of
Equity shares from Rs. 10/- each into smaller denomination of Rs. 01/- each and
accordingly equity share of Face Value of 10/- each stand sub-divided into One (01) equity
shares of face value of Rs. 1/- (Rupee One Only) w.e.f. 27th June, 2025.
4. Dividend:
The Board of Directors are pleased to recommend for your consideration a final dividend
of Rs. 1.00/- per Equity Share of Rs. 10/- each i.e. 10% on the paid-up value for the
financial year 2024-25.
The Final Dividend, if approved by the Members at the Annual General Meeting scheduled
on 30th September, 2025, will be paid to those Members whose names appear in
the Register of Members as on the Book Closure/Record Date fixed by the Company for the
purpose of the 31st AGM and payment of Final Dividend.
Further, during the year under review, the Board of Directors in its Meeting held on 13th
November, 2024, declared and paid Interim Dividend at the rate of Rs. 1.00/- (10%) per
equity share of Rs. 10/- each to those Members whose names appeared in the Register of
Members of the Company on the record date i.e. 27th November 2024.
5. Dividend Distribution Policy:
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, the requirement to formulate and
disclose a Dividend Distribution Policy is applicable only to the top 1,000 listed
companies based on market capitalization. As the Company does not fall within the said
threshold, the provisions of Regulation 43A are not applicable to it.
6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Since there were no unpaid or unclaimed dividends during the year under review that
were required to be transferred to the Investor Education and Protection Fund, the
provisions of Section 125 of the Companies Act, 2013 are not applicable to the Company.
7. Change Of Registered Office:
During the year under review, there was no change in the registered office address of
the Company.
8. Change in the nature of business, if any:
During the year under review, there is no change in the nature of business of the
Company.
9. Amounts Transferred to Reserves:
In accordance with the provisions of Section 134(3)(j) of the Companies Act, 2013
(“the Act”), the Board of Directors of the Company has not proposed to transfer
any amount to the General Reserves of the Company for the financial year 2024-25.
10. Public Deposit:
During the year under review, the Company has not accepted or renewed any deposits
falling within the purview of Section 73 of the Companies Act, 2013 (“the Act”)
read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the disclosure
relating to non-compliance with the requirements of Chapter V of the Act is not applicable
to the Company.
11. Particulars of loan, Guarantees or Investment made under Section 186:
The Company has not given Guarantees or made investment during the Year. However, the
Company has given Loans to Other parties which is provided in the note no. 11 to the
audited financial statements annexed with the Annual Report.
12. Annual Return:
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the
Company as at 31st March, 2025 is available on the website of the Company at
https://www.padamcotton.com/annual-return.php
13. Directors & Key Management Personnel:
Board of Directors
As on March 31, 2025, the Board of your Company comprised Five members, consisting of
one Non-Executive Director and Four Independent Directors, including one Woman Director.
The details relating to the composition of the Board and its Committees, the tenure of
Directors, and other relevant information are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.
In compliance with the requirements of the SEBI Listing Regulations, the Board has
identified the core skills, expertise, and competencies of its directors in the context of
the Company's business for effective governance and strategic guidance. These details are
elaborated in the Corporate Governance Report.
Appointment / Resignation/ Cessation of Directors / Key Managerial Personnel (KMPs)
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 (“the
Act”) read with the rules made thereunder and the Articles of Association of the
Company, Mr. Mahendra Singh (DIN: 7684132) is liable to retire by rotation at the ensuing
Annual General Meeting (“AGM”) and, being eligible, has offered himself for
re-appointment.
Appointment, Resignation and Cessation of Directors: During the Year under review,
Mrs. Rekha Gupta (DIN: 08194155) was appointed as an Additional Director in the
category of Non-Executive Director w.e.f. 30th May, 2025. The appointment was
duly approved and regularized by the Members of the Company in the 30th Annual
General Meeting (“AGM”) held on July 10, 2025; Mrs. Pernika Mittal (DIN:
08194164) was appointed as an Additional Director in the category of executive w.e.f. May
30, 2024. The appointment was duly approved and regularized by the Members of the Company
in the 30th Annual General Meeting (“AGM”) held on July 10, 2025; Mr.
Sanjay Kumar Bansal (DIN: 10600836), was appointed as an Additional Director
(Non-Executive Independent Director) of the Company w.e.f. June 6, 2024. The appointment
was duly approved and regularized by the Members of the Company in the 30th
Annual General Meeting (“AGM”) held on July 10, 2025, Mr. Satwant Singh (DIN:
00530516), who has completed his second term of five (5) years in the 30th AGM
has ceased to be Independent Director of the Company; Ms. Nikita Karia (DIN: 10835706) was
appointed as an Additional Director in the category of Non-Executive-Independent Director
of the Company w.e.f. November 13, 2024. The appointment was duly approved and regularized
by the Members of the Company in the Extra-Ordinary General Meeting (“EGM”) held
on December 25, 2024; Mr. Sachin Gupta (DIN: 01111152) Non-Executive Independent Director
of the Company, had tendered his resignation vide his letter dated November 13, 2024 due
to pursuing other professional opportunities. The Board has also received confirmation
from Mr. Gupta that there are no material reasons for his resignation other than those
mentioned in his resignation letter dated November 13, 2024; Mr. Mahendra Singh (DIN:
07684132) was appointed as an Additional Director in the category of Non-Executive
Non-Independent Director of the Company with effect from November 27, 2024. The
appointment was duly approved and regularized by the Members of the Company in the
Extra-Ordinary General Meeting (“EGM”) held on December 25, 2024; Mr. Ashutosh
Alaru (DIN: 07618648) as an Additional Director in the category of Non-Executive
Independent Director' of the Company w.e.f January 9, 2025. The appointment was duly
approved and regularized by the Members of the Company in the Extra-Ordinary General
Meeting (“EGM”) held on February 24, 2025;
Mr. Anand Manoharlal Kothari (DIN: 10900584) as an Additional Director in the category
of Non-Executive-Independent Director of the Company w.e.f. January 9, 2025. The
appointment was duly approved and regularized by the Members of the Company in the
Extra-Ordinary General Meeting (“EGM”) held on February 24, 2025; Mr. Naresh
Chand Goyal (DIN: 07608268), has tendered his resignation as Non-Executive Independent
Director vide his letter dated January 09, 2025 due to health issues. The Board has also
received confirmation from Mr. Goyal that there are no material reasons for his
resignation other than those mentioned in his resignation letter; Mr. Sanjay Kumar Bansal
(DIN: 10600836), has tendered his resignation as Non-Executive Independent Director vide
his letter dated January 15, 2025 due to engaged in other assignments. The Board has also
received confirmation from Mr. Bansal that there are no material reasons for his
resignation other than those mentioned in his resignation letter; Mr. Rajev Gupta (DIN:
00172828), has resigned from the position of Director of the Company w.e.f. 26th
March, 2025; Mrs. Pernika Mittal (DIN: 08194164) has resigned from the position of
Managing Director of the Company w.e.f. March 26, 2025;
After the close of the financial year,
Mr. Dinesh Shreevastav (DIN: 11030609) was appointed as an Additional Director under
the category of Whole-Time Director w.e.f. 01-04-2025. The appointment was duly approved
and regularized by the Members of the Company by way of Postal Ballot on June 05, 2024.
Mrs. Kinjal Shah (DIN: 11031676) was appointed as an Additional Director in the category
of Non-Executive-Independent Director of the Company with effect from April 11, 2025. The
appointment was duly approved and regularized by the Members of the Company by way of
Postal Ballot on June 05, 2024. Ms. Nikita Karia (DIN: 10835706) Non-Executive Independent
Director of the Company, has tendered her resignation vide letter dated April 11, 2025 due
to pursuing other professional engagements. The Board has received confirmation from Ms.
Nikita Karia that there are no material reasons for her resignation other than those
mentioned in his resignation letter dated April 11, 2025,
Key Managerial Personnel (KMPs)
1. Mr. Rahul Kumar was appointed a Chief Financial Office w.e.f. June 06, 2024;
2. Mr. Pernika Mittal was appointed as Managing Director of the Company w.e.f. May 30,
2024;
3. Ms. Neeraj Chugh has served a Company Secretary and Compliance Officer of the
Company.
Subsequently, Mr. Rahul Kumar resigned from the said position of Chief Financial
Officer w.e.f. March 07, 2025 and the Board has appointed Mr. Dinesh Shreevastav as Chief
Financial Officer of the Company w.e.f. April 11, 2025.
Further, Mr. Pernika Mittal has tendered her resignation from the office of Managing
Director w.e.f. March 26, 2025. Ms. Neeraj Chugh has also resigned from the office of
Company Secretary and Compliance Officer of the Company w.e.f. June 20, 2025.
As on the date of this Report, Mr. Dinesh Shreevastav serving as Whole-Time Director
and Chief Financial Officer and designated as the Key Managerial Personnel of the Company.
Declarations by Independent Directors
Your Company has received necessary declarations from all its Independent Directors
confirming that:
They meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations; and There has been no change in
circumstances affecting their independence during the year. Additionally, Independent
Directors have also confirmed compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, with their names duly registered
in the databank of Independent Directors maintained by the Indian Institute of Corporate
Affairs (IICA).
14. Committees of Board:
As required under the Companies Act, 2013 (“the Act”) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the Company has constituted various statutory committees of the Board.
As on March 31, 2025, the following Committees were in place:
Audit Committee
Nomination and Remuneration Committee Stakeholders' Relationship Committee
Details of all the committees such as terms of reference, composition, and meetings
held during the year under review are disclosed in the Corporate Governance Report, which
forms part of this Integrated Annual Report.
15. Number of meetings of the Board
The Board met 17 (seventeen) times during the year under review. The intervening gap
between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
16. Independent Directors' Meeting
The Independent Directors met on March 19, 2025, without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
17. Board Evaluation
The Board has adopted a formal mechanism for evaluating its own performance, as well as
that of its Committees and individual Directors, including the Chairman. The evaluation
was carried out through a structured process covering various aspects of the Board's
functioning such as composition of the Board and its Committees, diversity of experience
and competencies, performance of specific duties and obligations, contribution at meetings
and otherwise, independent judgment, and governance practices.
A separate meeting of Independent Directors was held, where the performance of the
Board as a whole and that of the Chairman was reviewed, taking into account the views of
Executive and Non-Executive Directors. Thereafter, at the subsequent Board meeting, the
performance of the Board, its Committees, and individual Directors was discussed. The
performance evaluation of Independent Directors was carried out by the entire Board,
excluding the Director being evaluated.
18. Declaration regarding compliance by members of board of directors and senior
management personnel with the code of conduct of board of directors and senior management:
The Board of Directors of the Company has adopted code of conduct; followed by all
Members of the Board of Directors and all Senior Management Personnel of the Company in
compliance with the Regulation 26(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. This code is available on the Company's website:
https://www.padamcotton.com/policies/code-of-conduct-for-directors-and-senior-management.pdf
This is to confirm that the Company has received a declaration of compliance with the
Code of Conduct as applicable to them from each Member of the Board of Directors and
Senior Management Personnel. A declaration to that effect is attached to the Corporate
Governance report.
19. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
During the year under review, no significant or material orders were passed by the
regulators, courts or tribunals which would impact the going concern status of the Company
or its future operations.
20. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this Report.
21. Auditors
Statutory Auditors
M/s. Viney Goel & Associates, Chartered Accountants (ICAI Registration Number
012188N), were appointed as Statutory Auditors of the Company to hold office until the
conclusion of the 35th Annual General Meeting (AGM) to be held in the year
2029.
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark. Further, no fraud has been
reported by the Auditors in their report for the financial year ended 31st March, 2025.
During the year the Statutory Auditors have confirmed that they satisfy the
independence criteria required the Companies Act, 2013, code of ethics issued by Institute
of Chartered Accountants India.
Further, due to the pre-occupation of other assignments M/s. Viney Goel &
Associates, Chartered Accountants tendered their resignation vide their letters dated June
02, 2025.
The Board of Directors, on the recommendation of the Audit Committee, at their meeting
held 30th June, 2025 appointed M/s. SVJK & Associates, Chartered
Accountants (FRN: 135182W) as Statutory Auditors of the Company to fill the casual vacancy
caused by resignation of the statutory auditor, Viney Goel & Associates, Chartered
Accountants (ICAI Registration Number 012188N). The same has been approved by the
shareholders by way of Postal Ballot on August 08, 2025 till the conclusion of the 31st
Annual General Meeting. The Board has recommended the same for the approval of
shareholders at this 31st Annual General Meeting. The said appointment is
pursuant to applicable provisions of the Companies Act 2013 and the SEBI Listing
Regulations, 2015. On appointment, M/s. V SVJK & Associates, Chartered Accountants
(FRN: 135182W), will hold the office for a period of 4 (four) years from the conclusion of
the 31st Annual General Meeting of the Company till the conclusion of the 36th
Annual General Meeting of the Company from 1st April, 2026 to 31st
March, 2030.
M/s. SVJK & Associates, Chartered Accountants have given their consent to act as
the Auditors of the Company and have confirmed that the said appointment, if made, will be
in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
Internal Auditors
M/s. A Goyal & Associates, Company Secretaries, acted as the Internal Auditors of
the Company for the financial year 2024-25. Internal Auditors are appointed annually by
the Board of Directors, based on the recommendation of the Audit Committee. The Internal
Audit reports and their findings are placed before the Audit Committee on a quarterly
basis for review. The scope of Internal Audit is also reviewed and approved by the Audit
Committee from time to time.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
rules made thereunder, the Board had re-appointed Mr. Ashish Goyal, Proprietor of M/s A.
Goyal & Associates, Company Secretary in Practice (C.P. No. 19535), as the Secretarial
Auditor of the Company for the financial year 2024 25. The Secretarial Audit Report is
appended as Annexure ‘A' to this Report. There are no adverse remarks/ observations/
qualifications/ reservations / disclaimers in the Secretarial Audit Report.
Further, pursuant to the amended Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and subject to the approval of the members at
the ensuing Annual General Meeting, the Board has appointed Mr. Ashish Goyal, Proprietor
of M/s A. Goyal & Associates, Company Secretary in Practice (C.P. No. ), as the
Secretarial Auditor of the Company for a term of five (5) consecutive financial years,
commencing from FY 2025-26 till FY 2029-30.
CS Ashish Goyal has confirmed that she is not disqualified from being appointed as a
Secretarial Auditor and is eligible to hold office as such under the applicable provisions
of law.
Cost Auditors
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other
applicable provisions, if any, of the Companies Act, 2013 are not applicable to the
Company. Hence, the Board of Directors of your company had not been appointed Cost Auditor
for obtaining Cost Compliance Report of the company for the financial year 2024-25.
Reporting of Frauds by Auditors
During the year under review, the Auditors have not reported any instances of fraud
committed against the Company by its officers or employees to the Audit Committee or the
Board of Directors under Section 143(12) of the Companies Act, 2013.
22. Particulars of Employees
The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report as Annexure B. Further, during the financial year under review,
no employee of the Company was in receipt of remuneration exceeding the limits specified
under Rule 5(2) of the said Rules. Accordingly, the disclosure required under Rule 5(2)
and Rule 5(3) is not applicable.
Further, we confirm that no employee employed throughout the financial year or part
thereof received remuneration in the financial year that, on the aggregate, was more than
that drawn by the Managing Director and Whole-Time Directors and holds by himself or along
with his spouse and dependent children more than 2 per cent of the equity shares of your
Company.
23. Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), which, inter alia,
covers the state of the Company's affairs, forms part of this Report and is annexed hereto
as Annexure-C.
24. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
I. CONSERVATION OF ENERGY a) Steps taken or impact on conservation of energy: Energy
conservation efforts are ongoing activities. During the year under review further efforts
were made to ensure optimum utilization of electricity.
b) Steps taken by the company for utilizing alternate sources of energy: NIL
c)The Capital investment on energy conservation equipment's: NIL
II. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation
taken place in the company during the Financial Year 2024-25, the details as per rule 8(3)
of The Companies (Accounts) Rules, 2014 are as follows:
i. Efforts made towards technology absorption: NIL
ii. Benefits derived like product improvement, cost reduction, product development or
import substitution:
NIL
iii. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year):
a. Details of technology imported: NIL b. Year of Import: NIL c. Whether the technology
been fully absorbed: NIL d. Areas where absorption has not taken place and the reasons
there of: NIL
iv. Expenditure incurred on Research and Development: NIL
III. FOREIGN EXCHANGE EARNINGS AND OUTGO
As your Company does not deal in Foreign Exchange, therefore the particulars relating
to Foreign Exchange Earnings and Outgo are not applicable to your Company.
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
25. Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every
company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One
Thousand Crores or more or a net profit of Rupees Five Crores or more during the preceding
financial year shall constitute a Corporate Social Responsibility Committee of the Board.
However, it is not applicable in the case of your Company. Hence there is no need to
form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy
for the company as per the requirement of the Companies Act, 2013.
26. Particulars of contracts or arrangements with related parties
The Company has not entered into any Material related party transactions with the
related parties. All other related party transactions entered into by the Company during
the financial year were on an arm's length basis and in the ordinary course of business
and disclosed in the Noted to the Financial Statement forming part of the Financial
Statements. Accordingly, the disclosure of such transactions as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, in Form AOC-2, is not required to be annexed.
27. Subsidiary, Joint Ventures and Associate Companies:
The company does not have any subsidiary or associates or joint ventures, the accounts
of which are to be consolidated and as such there are no consolidated financial
statements, hence a separate statement containing the salient features of financial
statement of subsidiaries, joint ventures and associates in Form AOC-1, is not required to
annex with this report.
28. Statement regarding the development and implementation of Risk Management Policy
The Company has not developed and implemented any formal risk management policy, as the
nature and extent of risks threatening the business activities carried out by the Company
during the year under review were considered minimal. However, the Board periodically
reviews business risks and takes appropriate measures to mitigate them as and when
required.
29. Internal Financial Control and their adequacy
The Company has established and implemented a process-driven framework for Internal
Financial Controls (“IFC”) within the meaning of Section 134(5)(e) of the
Companies Act, 2013. For the financial year ended March 31, 2025, the Board is of the
opinion that the Company has adequate and effective IFC commensurate with the nature,
size, and complexity of its business operations. These controls were operating effectively
and no material weaknesses were observed.
The Company has put in place procedures for ongoing monitoring and review of the IFC
framework to ensure timely identification of any gaps and to implement necessary
improvements, wherever required, so that such gaps do not materially affect the Company's
operations.
During the year under review, no reportable material weakness in the design or
operation of IFC was observed.
30. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby state and confirm that: a) in the preparation of the annual financial
statements for the financial year ended March 31, 2025, the applicable accounting
standards have been followed and no material departures have been made therefrom; 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 that year; c) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) the annual financial statements have been
prepared on a going concern basis; e) the Directors have laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and f) the Directors have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
31. Green Initiative:
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate
Governance” by allowing paperless compliances by the Companies and has issued
Circulars stating that service of notice/documents including Annual Report can be sent by
e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the ‘Green
Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual Report, amongst others, to
shareholders at their e-mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do
the same. Those holding shares in demat form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register
their e-mail addresses with the RTA.
32. Prevention of Sexual Harassment at Workplace:
In order to prevent sexual harassment of women at work place an act “The Sexual
Harassment of Women at Workplace” (Prevention, Prohibition and Redressal) Act, 2013
has been notified in December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at workplace of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up a committee for implementation of said policy.
The Company has zero tolerance for sexual harassment and during the year under review,
there were no complaint received and no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
33. Vigil Mechanism/ Whistle Blower Policy:
The Company is committed to conducting its affairs in a fair and transparent manner,
fostering professionalism, honesty, integrity, and ethical behaviour among its employees
and stakeholders. In line with this commitment, the Company has adopted a Whistle Blower
Policy as part of its vigil mechanism.
Further, the Code of Business Conduct (“the Code”) sets out important
corporate ethical practices that guide the Company's value system and business functions,
and embody the core values of the Company.
During the financial year ended March 31, 2025, no whistle blower complaints were
received from any employee or Director of the Company. The Board also confirms that no
employee or Director was denied access to the Audit Committee or its Chairman under the
vigil mechanism.
34. Human resources
Your Company considers its human resources as the most valuable asset and a key driver
in achieving its strategic objectives. In line with this belief, the Company places strong
emphasis on attracting, nurturing, and retaining high-quality talent. The work environment
is designed to empower employees, encourage innovation, and motivate them to consistently
deliver higher levels of performance.
The commitment and dedication of employees continue to be the driving force behind the
Company's growth and vision. The Board places on record its appreciation for the
enthusiasm, hard work, and contribution of the employees at all levels.
35. Corporate Governance
In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the compliance
requirements relating to Corporate Governance, as specified under Regulations 17 to 27,
clauses (b) to (i) of Regulation 46(2), and Paras C, D and E of Schedule V, were not
applicable to the Company.
During the Financial Year, the Paid up share capital of the Company stands increased to
Rs. 12,91,00,000/- pursuant to allotment of Bonus shares on March 18, 2025. Hence, the
requirement for applicability of Corporate Governance provisions as per SEBI Listing
Regulations is applicable to the Company at the end of the F.Y. 2024-25.
The Company reaffirms its unwavering commitment to adopt and maintain the highest
standards of corporate governance practices. The Corporate Governance Report, as required
under the SEBI Listing Regulations, forms an integral part of this Annual Report and
Annexed as Annexure D. The said Report is accompanied by a certificate issued by the
Secretarial Auditor, confirming compliance with the prescribed conditions of Corporate
Governance.
36. Various Policies of The Company
In accordance with the provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act,
2013, the Company has formulated and implemented various policies to ensure good
governance and transparency in its operations. These policies are available on the
Company's website at www.padamcotton.com under the “Company Information” section
of the “Investor” tab. The Board periodically reviews these policies and updates
them, as and when required, to align with regulatory requirements and business needs.
37. Code for Prevention of Insider Trading:
Your Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by
Designated Persons and their Immediate Relatives (“the Code”) in compliance with
the requirements of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.
The Code, inter alia, prescribes the procedures to be followed by designated persons
while trading or dealing in the Company's securities and provides guidelines on the
handling and communication of Unpublished Price Sensitive Information (“UPSI”).
It also covers the Company's obligation to maintain a Structured Digital Database (SDD),
establishes mechanisms for the prevention of insider trading, and outlines processes for
sensitizing designated persons about the significance and confidentiality of UPSI.
To strengthen awareness and ensure compliance, the Company has been conducting regular
training sessions for all designated persons, thereby enabling them to identify,
understand and discharge their obligations effectively under the Insider Trading
Regulations.
38. Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively. During the year under
review, the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
39. General Disclosures
Neither the Executive Chairman nor the CEO of the Company received any remuneration or
commission from any of the subsidiaries of the Company. The Directors state that no
disclosure or reporting is required in respect of the following items, as there were no
transactions or events of these nature during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting, or
otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
3. Significant or material orders passed by regulators, courts, or tribunals which
impact the going concern status or the operations of the Company in the future.
4. Voting rights not directly exercised by employees in respect of shares for which
loans were provided by the Company (as no scheme exists under Section 67(3)(c) of the
Companies Act, 2013, enabling such beneficial ownership).
5. Applications made or proceedings pending under the Insolvency and Bankruptcy Code,
2016.
6. One-time settlement of loans obtained from banks or financial institutions.
7. Revision of financial statements or Directors' Report of the Company.
40. Enclosures:
The following are the enclosures attached herewith and forms part of the Director's
Report: a. Annexure A: Secretarial Auditors Report in Form No. MR-3; b. Annexure B:
Details of personnel/particulars of employees; c. Annexure C : Management Discussion and
Analysis Report; d. Annexure D: Corporate Governance Report e. Annexure E: WTD & CFO
Certificates
41. Acknowledgement
The Directors express their sincere gratitude for the guidance, support, and assistance
received from the Government of India, the governments of various states, concerned
government departments, financial institutions, and banks. The Directors also thank the
esteemed shareholders, customers, suppliers, and business associates for their continued
trust and confidence in the Company.
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By Order of the Board of Directors |
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For, Padam Cotton Yarns Limited |
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Sd/- |
Sd/- |
| Date: 04-09-2025 |
Dinesh Shreevastav |
Mr. Mahendra Singh |
| Place: Ahmedabad |
Whole Time Director |
Director |
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(DIN: 11030609) |
(DIN: 07684132) |
|