To,
Dear Members,
Your directors have pleasure in presenting the (40th) Annual Report of your
Company Carnation Industries Limited with the Audited Financial Statements along with
Auditor's Report for the year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Revenue from Operations |
- |
- |
| Other Income |
233.84 |
- |
| Total Revenue |
233.84 |
- |
| Expenses for the period |
84.62 |
47.15 |
| Profit/(Loss) before tax from continuing operations |
149.21 |
(47.15) |
| Current Income Tax for the period |
|
|
| Deferred Tax |
6.77 |
2.15 |
| Profit/(Loss) for the period |
142.44 |
(49.30) |
2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY'S AFFAIRS:
Carnation Industries Limited entered into the Corporate Insolvency Resolution Process
(CIRP) under India's Insolvency and Bankruptcy Code (IBC) following a petition filed by an
operational creditor, Lal Behan Singh, under Section 9. The National Company Law Tribunal
(NCLT), Kolkata Bench, admitted the case on September 12, 2023, and imposed a moratorium
while appointing Mr. Anubrata Gangoly as the Interim Resolution Professional (IRP). A
public announcement was made on September 15, 2023, inviting claims from creditors, which
were accepted until around September 26, 2023. After verification of claims, the Committee
of Creditors (CoC) was formed, and the IRP was later confirmed as the Resolution
Professional (RP) on November 18, 2023.
As the resolution process advanced, a resolution plan was submitted by Mr. Vikas Garg,
the successful resolution applicant, on April 13, 2024. He received the Letter of Intent
on April 25, 2024, after securing CoC approval. The NCLT approved the resolution plan on
June 5, 2024. A major part of the approved plan involved equity restructuring, where all
existing equity shares were cancelled. On November 14, 2024, new shares were issued, with
90% allocated to the new promoter and 10% reserved for existing public shareholders, as
part of the revival strategy.
Overall, Carnation Industries' insolvency process followed the prescribed IBC framework
closely-ranging from creditor admission to resolution plan execution. The timely
submission, evaluation, and approval of the resolution plan highlight procedural
efficiency, and the equity restructuring indicates a concrete effort to revive and
relaunch the company's operations under new management. The focus now lies on successfully
implementing the plan and restoring business sustainability.
The Board of Directors has carefully reviewed the financial position of the Company
following the successful completion of the Corporate Insolvency Resolution Process (CIRP).
The Company has emerged from the resolution process with a restructured financial
position and a clear path to profitability. Based on the current financial performance,
the successful implementation of the approved resolution plan, and available liquidity,
the Board is confident that the Company will continue as a going concern for the
foreseeable future, including the next 12 months and beyond. The Company has taken all
necessary steps to address its previous financial challenges, and there are no material
uncertainties that would cast significant doubt upon its ability to continue operations.
The management is committed to executing the business plan and delivering long-term value
to shareholders, employees, and other stakeholders.
The management is scouting for appropriate business opportunity and once it is
available the management would commence the same. The company is expected to start
business during the next year. The status of the Company is going concern.
Further, with change in control of your Company, we are optimistic towards the future
growth prospects and operation of the Company.
3. DIVIDEND
The Board of Directors of the Company has decided not to recommend any dividend for the
financial year under consideration. However, In accordance with the applicable regulatory
requirements, unclaimed dividend account has a balance of Rs. 1.42 Lakhs which the company
is required to transfer to Investor Education and Protection Fund (IEPF), the same is
under process.
4. TRANSFER TO GENERAL RESERVES
The Company has not transferred any sum to the General Reserves Account during the
reporting period.
5. CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the financial year 2024-25.
However, recently the management proposed to diversify its operations into the business of
manufacturing, processing, bottling, trading, importing, exporting, and dealing in all
kinds of alcoholic and non-alcoholic beverages, including but not limited to wines, beer,
whisky, gin, rum, brandy, Indian Made Foreign Liquor (IMFL), and other spirits, as well as
aerated waters, mineral water, soda, juices, energy drinks, and similar products .
To give effect to the proposed diversification, amendment in Object Clause of
Memorandum of Association has been included in the Notice of 40TH AGM for approval of
members
6. CHANGES IN THE CORPORATE OFFICE ADDRESS
Carnation Industries Limited changed its corporate office address from Kolkata to Delhi
effective November 18, 2024; the new address is G-2, 34/1 Vikas House, East Punjabi Bagh,
Delhi - 110026.
7. MATERIAL CHANGES AND COMMITMENTS
On April 12, 2025, Carnation Industries Limited entered into a Share Purchase Agreement
(SPA) to acquire 100% equity shares of Oniv Beverages Private Limited from its existing
shareholders. The total consideration for the acquisition is not to exceed ?5.00 crores,
which will be settled entirely through the issuance and allotment of new equity shares of
Carnation Industries in exchange for the equity of Oniv Beverages. This strategic,
all-stock transaction allows Carnation to diversify into the fast-growing alcoholic and
non-alcoholic beverage industry without incurring immediate cash outflow. Oniv Beverages,
engaged in the manufacture and sale of wine and related products, reported a turnover of
approximately ?16.91 crores for the financial year ended March 31, 2024, showing
substantial growth over the previous two years. The acquisition is subject to customary
closing conditions, including regulatory and shareholder approvals, and is expected to be
completed in the first half of FY 2025-26.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Company's
internal financial controls were adequate and effective during the financial year 2024-25.
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis, which forms part of the Annual report.
9. PUBLIC DEPOSITS
Our Company has not accepted any deposits during the year under review within the
meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 and any amendment thereof.
10. AUDITORS
a) STATUTORY AUDITOR
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame
thereunder M/s. JAIN SARAOGI AND CO, Chartered Accountants, (Firm Registration Number:
305004E) has been appointed as the Statutory Auditors of the Company for a period of five
years from the conclusion of 39th Annual General Meeting held in 2022 till the conclusion
of 42nd Annual General Meeting of the Company to be held in 2027, at such
remuneration plus applicable taxes, and out of pocket expenses, as may be determined in
consultation with the Auditors and duly approved by the members of the Company.
Auditor's Report
The Auditor's Report for financial year ended March 31,2025, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors' Report and Notes forming part of the Financial Statements are self-explanatory
and do not call for any further comments and also, there is no incident of fraud requiring
reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year
under review. The Auditor's report is enclosed with the financial statements in this
Auditor's Report.
b) 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 Company has
appointed M/s Avinash K & Co. (M. No.- F 12480, COP No.- 18318), Practicing Company
Secretaries, a peer reviewed Practicing Company Secretaries firm, as Secretarial Auditor
of the Company to undertake the secretarial audit of the Company for the Financial Year
2025-2026.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2025 in the
format prescribed (Form MR-3) as provided by M/s Avinash K & Co. the Company Secretary
in Practice has been annexed to the Report. (Annexure-I)
c) INTERNAL AUDITOR
The Company has appointed M/s Jha Gunjan & Associates (FRN- 029506N, COP -529511),
Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y.
2024-25 as per the requirements of the section 138 of the Companies Act, 2013 read with
rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the
Act.
11. SHARE CAPITAL
The Authorized share capital of your Company as on March 31,2025 is Rs. 7,00,00,000
(Rupees Seven crores only) comprising of 70,00,000 (Seventy lakh) Equity Shares of Rs.10/-
(Rupees Ten Only) each.
The Paid-up Share Capital of the Company as on March 31, 2025 stands at is
Rs.3,45,71,600 /- (Rupees Three Crores Firty Five Lakh Seventy-One Thousand Six Hundred
Only) comprising of 34,57,160 Equity Shares of Rs.10/- each (Rupees Ten Only) each.
During the year under review, there was no change in the capital structure of the
Company.
A. Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure
is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.
B. Issue of sweat equity shares the Company has not issued sweat equity shares, so no
disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures)
Rules 2014.
C. Issue of employee stock options
The Company has not issued employee stock options, so no disclosure is required as per
Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by employees or by
trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by
the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of
the Companies (Share Capital and Debentures) Rules 2014.
12. EXTRACT OF THE ANNUAL RETURN
The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from
same date) has Made Amendment in Rule 12 of Companies (Management and Administration),
Rules, 2014, Omitting Requirement of Attaching MGT - 9 - Extract of Annual Report in the
Board Report, Hence the Form MGT-9 doesn't form part of this Board Report.
The copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on
the website of the Company at www.Carnation.org.in
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(A) Conservation of energy: N.A.
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the Company for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipment's;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development
or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year:-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Company had no foreign exchange earnings and outgo during the financial year.
14. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top Thousand (1000)
listed entities based on market capitalization shall contain the Business Responsibility
Report in their Annual Report. As the Company does not fall under top 1000 listed
Companies based on market capitalization, therefore, this regulation is not applicable to
the Company.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management's Discussion and Analysis Report (MDAR) is
set out in the Annual Report.(Annexure II)
16. POLICIES
Company has the following policies:
• Policy on Preservation of Documents and Archives Management as per Regulation 9
and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for Disclosure of events/ information and Determination of materiality as
per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for determining material subsidiary as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Above Policies along with the other policies which are applicable on the website of the
Company at www.Carnation.org.in
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2024-25, the Hon'ble National Company Law Tribunal (NCLT),
Kolkata Bench (Court II), vide its order dated June 5, 2024, approved the Resolution Plan
submitted by Mr. Vikas Garg (the "Successful Resolution Applicant") under
Section 31 of the Insolvency and Bankruptcy Code, 2016 ("IBC"), in relation to
the Corporate Insolvency Resolution Process (CIRP) of Carnation Industries Limited.
The approval marked a significant milestone in the company's restructuring process,
following its admission into CIRP on September 12, 2023, under Section 9 of the IBC.
Pursuant to the terms of the approved Resolution Plan, the entire existing equity share
capital of the Company stood cancelled in full. As part of the capital restructuring and
revival strategy, fresh equity shares representing approximately 90% of the total paid-up
capital were allotted to the Successful Resolution Applicant, thereby providing him
controlling interest and operational responsibility for the Company's turnaround.
In accordance with the Resolution Plan and as a measure of fairness towards retail
shareholders, the remaining 10% of the reconstituted paid-up equity share capital was
allocated to existing public shareholders on a pro-rata basis, relative to their
shareholding as of the record date, which was fixed as November 14, 2024.
This restructuring not only facilitated the transfer of management to the new promoter
but also enabled the Company to exit CIRP while preserving a fraction of ownership for its
original retail investors, aligning with the objectives of value maximization and
stakeholder inclusivity envisioned under the IBC framework.
18. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having
a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One
Thousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or
more during the immediately preceding financial year, is required to constitute a
Corporate Social Responsibility Committee ("CSR Committee") of the Board. But
this provision is not applicable to your company; as during the immediately preceding
financial year, company has not reached any of the limits limit.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013 along with the provisions of SEBI (LODR) Regulations 2015. . As on
March 31, 2025, the composition of the Board of Directors of your Company is as follows:
| S.No. Name of Director |
DIN |
Designation |
Date of Appointment |
| 1 BHAWNA GUPTA |
10101543 |
Director |
05-06-2024 |
| 2 POONAM DHINGRA |
09524982 |
Independent Director |
05-06-2024 |
| 3 MANSI GUPTA |
09271995 |
Independent Director |
05-06-2024 |
| 4 SONY KUMARI |
09270483 |
Independent Director |
05-06-2024 |
| 5 ANAMIKA GUPTA |
- |
Chief Financial Officer |
18-11-2024 |
| 6 PARUL RAI |
- |
Company Secretary |
18-11-2024 |
During the year under review Appointment/Resignation of Directors are as follows:
| S. No. Name of the Director |
Designation |
Appointment Resignation |
Date |
| 1. Bhawna Gupta |
Director |
Appointment |
05-06-2024 |
| 2. Poonam Dhingra |
Non-executive Independent Director |
Appointment |
05-06-2024 |
| 3. Mansi Gupta |
Non-executive Independent Director |
Appointment |
05-06-2024 |
| 4. Sony Kumari |
Non-executive Independent Director |
Appointment |
05-06-2024 |
| 6 Ravindra Prakash Sehgal |
Managing Director |
Resignation |
05-06-2024 |
| 7 Subir Chatterjee |
Director |
Resignation |
05-06-2024 |
| 8 Sephali Roy |
Director |
Resignation |
05-06-2024 |
| 9 Arun Kumar Bose |
Director |
Resignation |
05-06-2024 |
A. Company Secretary & Compliance Officer
1. Mrs. Parul Rai was appointed as the Company Secretary and Compliance Officer of the
Company with effect from November 18, 2024, during the financial year under review.
2. Mr. Sanjay Agarwal tendered his resignation from the position of Company Secretary
and Compliance
Officer, which became effective on May 29, 2023.
3. Ms. Anamika Gupta was appointed as the Chief Financial Officer of the Company with
effect from November 18, 2024.
B. Changes Subsequent to the Close of the Financial Year
1. Ms. Anamika Gupta has resigned from the position of Chief Financial Officer of the
Company with effect from July 07, 2025.
2. The Board of Directors has appointed Mr. Bhartendu Pratihasta as the Chief Financial
Officer and designated him as a Key Managerial Personnel of the Company with effect from
July 07, 2025.
20. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 and Listing Regulations.
21. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise
was carried out to evaluate the performance of individual Directors, including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the
Company.
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. The board also carried out an annual performance
evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation
process. The Board of Directors reviewed all the laws applicable to the company, prepared
by the company and taking steps to rectify instances of non-compliances. (Annexure MI)
22. NUMBER OF MEETINGS OF THE BOARD
During the year, four (04) Board Meetings were convened by the Board of Directors as on
18.11.2024, 05.12.2024 and 30.01.2025. The intervening gap between the Meetings was within
the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Adequate Quorum was present in all the
meetings as required by law.
| Date of Meeting |
Mrs. Bhawna Gupta |
Mrs. Poonam Dhingra |
Mrs. Mansi Gupta |
Mrs. Sony Kumari |
| 20.08.2024 |
Yes |
Yes |
Yes |
Yes |
| 18.11.2024 |
Yes |
Yes |
Yes |
Yes |
| 05.12.2024 |
Yes |
Yes |
Yes |
Yes |
| 30.01.2025 |
Yes |
Yes |
Yes |
Yes |
Note: The Company was undergoing a transition phase during the implementation of the
approved Resolution Plan. As a result, the newly inducted management required a reasonable
period of time to familiarize themselves with the operations, streamline processes, and
put in place the necessary systems and controls to ensure smooth functioning of the
Company in line with the objectives of the Resolution Plan.
23. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Company has an Audit Committee of Directors in compliance with provisions of the
Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Composition of Audit Committee as on 31.03.2025
| S. NO. NAME OF THE MEMBER |
DESIGNATION |
CATEGORY |
| 1. Mansi Gupta |
Chairperson |
Non- Executive Independent Director |
| 2. Poonam Dhingra |
Member |
Non- Executive Independent Director |
| 3. Bhawna Gupta |
Member |
Executive Director |
The terms of reference of the Audit Committee inter alia include overseeing the
financial reporting process, reviewing the financial statements and recommending the
appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year four (04) Audit Committee Meetings were held.
| Date of Meeting |
Mansi Gupta |
Poonam Dhingra |
Bhawna Gupta |
| 20.08.2024 |
YES |
YES |
YES |
| 18.11.2024 |
YES |
YES |
YES |
| 05.12.2024 |
YES |
YES |
YES |
| 30.01.2025 |
YES |
YES |
YES |
Note: The Company was undergoing a transition phase during the implementation of the
approved Resolution Plan. As a result, the newly inducted management required a reasonable
period of time to familiarize themselves with the operations, streamline processes, and
put in place the necessary systems and controls to ensure smooth functioning of the
Company in line with the objectives of the Resolution Plan.
B. Nomination and Remuneration Committee
The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Committee's scope of work includes
nominate the directors as per their qualifications, experience and positive attributes,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation etc.
Composition of Nomination and Remuneration Committee as on 31.03.2025
| S. NO. NAME OF THE MEMBER |
DESIGNATION |
CATEGORY |
| 1. Poonam Dhingra |
Chairperson |
Non- Executive Independent Director |
| 2. Mansi Gupta |
Member |
Non- Executive Independent Director |
| 3. Sony Kumari |
Member |
Non- Executive Independent Director |
During the year one Nomination and Remuneration Committee Meetings were held.
| Date of Meeting |
Poonam Dhingra |
Mansi Gupta |
Sony Kumari |
| 18.11.2024 |
YES |
YES |
YES |
Note: The Company was undergoing a transition phase during the implementation of the
approved Resolution Plan. As a result, the newly inducted management required a reasonable
period of time to familiarize themselves with the operations, streamline processes, and
put in place the necessary systems and controls to ensure smooth functioning of the
Company in line with the objectives of the Resolution Plan.
C. Stakeholders Relationship Committee
The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.
Composition of Stakeholder Relationship Committee as on 31.03.2025
| S. NO. NAME OF THE MEMBER |
DESIGNATION |
CATEGORY |
| 1. Mrs. Poonam Dhingra |
Chairperson |
Non- Executive Independent Director |
| 2. Mrs. Mansi Gupta |
Member |
Non- Executive Independent Director |
| 3. Mrs. Bhawna Gupta |
Member |
Executive Director |
The Company has a Stakeholder Relationship Committee of directors to look into the
redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.
During the year one meeting of Stakeholders Relationship Committee Meetings were held.
| Date of Meeting |
Poonam Dhingra |
Mansi Gupta |
Bhawna Gupta |
| 30.01.2025 |
YES |
YES |
YES |
Note: The Company was undergoing a transition phase during the implementation of the
approved Resolution Plan. As a result, the newly inducted management required a reasonable
period of time to familiarize themselves with the operations, streamline processes, and
put in place the necessary systems and controls to ensure smooth functioning of the
Company in line with the objectives of the Resolution Plan.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and
Employees
The Company has a well framed vigil mechanism/whistle blower policy for its directors
and employees. The company believes in honesty, integrity, ethics, transparency and good
conduct in its professional environment and provides such kind of environment to its
employees and directors and always encourages its team to follow such standards in their
activities. The directors, employees and other team members are free to report on the
issues which require genuine concern. An Audit Committee of the Board of directors has the
responsibility to review the functioning of vigil mechanism and the same has been
performed by the committee periodically
24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
Following the closure of the financial year 2024-25, the Company entered into a Share
Purchase Agreement ("SPA") on April 12, 2025, to acquire 100% equity in Oniv
Beverages Private Limited from its existing shareholders. The total consideration, not
exceeding INR 5.00 crores, will be settled through the issuance/allotment of the Company's
equity shares in exchange for the equity shares of Oniv Beverages Private Limited.
25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES
The Company has no subsidiaries, Joint Venture Companies so there is no requirement of
description of the performance of Subsidiaries and Joint Venture Companies.
26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statement and same is provided in this Annual
Report.
27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
During the year under review, the Company has not entered into contracts and
arrangements with related parties and, in this regard AOC-2 is attached as (Annexure-IV).
28. CORPORATE GOVERNANCE CERTIFICATE
In terms of Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions relating to Corporate Governance as
specified in Para C, D and E of Schedule V of the said Regulations are not applicable to
the Company, as its paid-up equity share capital does not exceed ?10 Crores and its net
worth does not exceed ?25 Crores, as on the last day of the previous financial year.
Accordingly, the Report on Corporate Governance is not annexed to this Annual Report.
However, the Company affirms that in the event its paid-up equity share capital or net
worth exceeds the prescribed threshold limits in future, it shall comply with the
applicable provisions of Corporate Governance as stipulated under the SEBI (LODR)
Regulations, 2015.
29. HUMAN RESOURCES
The management maintains a healthy, respectful, and collaborative relationship with its
officers and employees, fostering an environment of mutual trust, professionalism, and
effective communication across all levels of the organization.
30. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report.
None of the employees of the Company were in receipt of remuneration in excess of
limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
31. EFFECT OF NCLT ORDER UNDER IBC
Pursuant to approval of Resolution Plan by Hon'ble National Company Law Tribunal Bench
Kolkata dated June 05, 2024, the management underwent change by fresh appointment of
directors on the Board and Key Managerial Personnels for managing the affairs of company.
Further, new equity shares were allotted to the extent of 90 % of the paid-up equity
share capital to Mr. Vikas Garg, the Successful Resolution Applicant and 10 % of the
paid-up equity share capital to public shareholders on a prorata basis, proportionate to
their existing shareholding as on the Record Date i.e. November 14, 2024.
In order to commence it's trading operations on BSE Limited, the company applied for
listing of shares with BSE Limited and received the listing approval of 34,57,160 equity
shares on March 26, 2025. Furtherance to this, company applied for Corporate action of
34,57,160 equity shares with both the Depositories and awaiting Credit letter for the
same, for it's further submission with the Exchange for Trading approval.
We would like to brief that the trading on Exchange was suspended during the IBC
process and shall continue to be suspended until receipt of afore mentioned Trading
approval from the Exchange.
32. SEXUAL HARRASEMENT
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and
has complied with the provisions relating to the constitution of Internal Complaints.
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
No case was reported during the year under review, the details are as follows:
# The number of sexual harassment complaints received during the year: Nil
# The number of such complaints disposed of during the year: Nil
# The number of cases pending for a period exceeding ninety days: Nil
33. STATEMENT ON MATERNITY BENEFIT COMPLIANCE
Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment
Rules, 2025, the Company hereby confirms that it is in compliance with the applicable
provisions of the Maternity Benefit Act, 1961, as amended from time to time.
The Company ensures that all eligible women employees are provided with the statutory
maternity benefits, including leave entitlements, job protection, and other prescribed
facilities, in accordance with the Act. Internal processes and policies have been aligned
to support maternity rights, promote workplace inclusivity, and ensure adherence to all
legal obligations under the Act.
34. RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant
risk factors are present which may threaten the existence of the company. During the year,
your directors have an adequate risk management infrastructure in place capable of
addressing those risks. The company manages monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic objectives. The
Audit Committee and Board of Directors review these procedures periodically. The company's
management systems, organizational structures, processes, standards, code of conduct and
behavior together form a complete and effective Risk Management System (RMS).
35. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Directors and the designated employees have confirmed
compliance with the Code.
36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
37. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI)as and when they are made mandatory.
38. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members of
the Board, Key Managerial Personnel, Senior Management of the Company and all employees in
the course of day-to-day business operations of the company. The Code has been placed on
the Company's website www.Carnation.org.in. The Code lays down the standard procedure of
business conduct which is expected to be followed by the directors and the designated
employees in their business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. (Annexure V)
39. ANNUAL LISTING FEES
The Company is listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited.
40. EXECUTIVE DIRECTOR/CFO CERTIFICATE
As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time
Director)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this
report as Annexure-VI.
41. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES
As per the Securities and Exchange Board of India (SEBI) directives, the transactions
of the Company's shares must be compulsorily in dematerialized form. Your Company had
entered into agreements with National Securities Depository Ltd. and Central Depository
Services (India) Ltd. to facilitate holding and trading of shares in electronic form.
Shareholders holding shares in physical form are requested to convert their holding into
dematerialized form. Shareholders may utilize the nomination facility available by sending
duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. R & D
Infotech Private Limited. Your Company's equity shares are listed with BSE Limited and
Calcutta Stock Exchange Limited.
42. SHARE TRANSFER SYSTEM
The Stakeholders Relationship Committee has authorized the Company Secretary of the
Company to approve the transfer of shares within a period of 15 days from the date of
receipt in case the documents are completed in all respects. Shares under objection are
returned within two weeks. All request for dematerialization of shares is processed, if
found in order and confirmation is given to the respective depositories, that is National
Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15
days.
43. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, the Board of Directors of the company informed the members that:
A. In the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
B. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
C. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
D. The directors had prepared the annual accounts on a going concern basis; and
E. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
44. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)
The financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
Carnation Industries Ltd was acquired through a resolution plan under IBC, approval of
which was received from the NCLT on June 05, 2024.
46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
Not applicable during the financial year.
47. CAUTIONARY NOTE
The statements forming part of the Board's Report may contain certain forward-looking
remarks within the meaning of applicable securities laws and regulations. Many factors
could cause the actual results, performances or achievements of the Company to be
materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
48. ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers and clients for
their continued support. The Board also wholeheartedly acknowledges with thanks the
dedicated efforts of all the staff and employees of the Company.
|
For and on behalf of the Board |
|
CARNATION INDUSTRIES LIMITED |
|
Bhawna Gupta |
| Date: 05.09.2025 |
Director |
| Place: Delhi |
DIN:10101543 |
|