The directors have pleasure in presenting their report on the business and operations of the Company and the audited financial statements for the financial year ended 31st March, 2026.
1. FINANCIAL HIGHLIGHTS
|
Particulars
|
For the year ended 31st March, 2026
|
For the year ended 31st March, 2025
|
|
Revenue from operations
|
54,740.51
|
43,942.61
|
|
Operating profit after depreciation and amortisation
|
6,703.75
|
4,608.43
|
|
Add: Other income
|
242.74
|
2,901.94
|
|
Profit before tax
|
6,946.49
|
7,510.37
|
|
Less: Tax expense
|
1,777.34
|
1,736.18
|
|
Profit for the year
|
5,169.15
|
5,774.19
|
2. DIVIDEND
The Board of Directors have recommended a final dividend of T 25/- per ordinary share on 58,41,875 ordinary shares of face value of T 10/- each (250%), amounting to T 1,460.47 for the year ended 31st March, 2026 (P.Y. T 5/- per ordinary shares on 58,41,875 ordinary shares of face value of T 10/- each (50%), amounting to T 292.09) payable to those members whose name shall appear in the Register of Members or Register of Beneficial Owners maintained by the depositories, as on the Record Date i.e. Thursday, 30th July, 2026, subject to approval of the members at the ensuing annual general meeting of the Company. The resolution to declare dividend is set out at agenda item No. 2 of the notice convening the 128th annual general meeting.
3. TRANSFER TO RESERVE
Your directors do not propose to transfer any amount to the reserves out of the profits for the financial year ended 31st March, 2026.
4. NATURE OF BUSINESS AND STATE OF COMPANY'S AFFAIRS
The Company is engaged in manufacturing and sale of Jute products. There has been no change in the nature of business of the Company during the year under review. Revenue from operations, profitability and earnings per share show under noted position during the year under review compared to previous year:
|
Particulars
|
For the year ended 31st March, 2026
|
For the year ended 31st March, 2025
|
|
Revenue from operations
|
54,740.51
|
43,942.61
|
|
Export sales (C.I.F. value)
|
14,852.52
|
18,961.06
|
|
Operating profit
|
6,703.75
|
4,608.43
|
|
Other income
|
242.74
|
2,901.94
|
|
Profit before tax
|
6,946.49
|
7,510.37
|
|
Tax expense
|
1,777.34
|
1,736.18
|
|
Profit for the year
|
5,169.15
|
5,774.19
|
|
Earnings per share (EPS) of face value of T 10/- (In T)
|
88.48
|
98.08
|
An insufficient raw jute crop during the year under review created a difficult situation for the jute industry throughout the jute season. Prices started rising from the beginning of the season. The Jute Commissioner imposed raw jute stock limits on the jute industry throughout the season to ensure equitable distribution within the Jute Industry and to prevent hoarding by mills and traders. Industry witnessed unprecedented levels of raw jute prices, which were well above the statutory minimum rates.
Such increases in raw jute prices could not be absorbed by export customers, who were already affected by high freight scenario and tariff-related concerns in the global economy. As a result, exports became uneconomical, leading to a sharp decline in exports across the jute industry as well as in Cheviot.
Domestic consumers in various sectors also started curtailing procurement of the jute products due to the high prices arising from the aforesaid difficult raw jute scenario.
During the year under review, the Company operated well below its installed capacity due to economic conditions and the raw jute supply scenario. The overall production during the year under review as compared to previous year remained largely similar. The growth in sales, witnessed during the year, was attributable to higher value realisation driven by higher raw jute prices with no material change in sales volumes.
Support from foodgrain-related purchases by the Government of India under the JPMA scheme proved to be the silver lining, where realisation at decent prices and demand continued steadily.
Other income largely comprises of gains on investments, mainly from treasury operations and investments in stocks. However, the effect of the West Asia crisis and the resultant global market meltdown adversely affected the Company's earnings in this regard. Accordingly, there has been a sharp decline in other income.
5. MANAGEMENT DISCUSSION AND ANALYSIS
a) Industry structure and developments
The Jute Industry faced a major drop in demand in both local and export markets due to raw jute crisis, which made jute products uneconomical for consumers.
The West Asia war and tariff-related issues further adversely impacted the export demand.
Demand for diversified and value-added jute products was also affected, due to higher product prices on account of shortage and high cost of raw jute.
Several jute mills are currently closed due to the non-availability of raw jute or uneconomic operating conditions. At this time of the season, there is an acute physical shortage of raw jute and more mills are likely to suspend operations if the situation persists.
b) Opportunities and threats Opportunities
• The West Asia conflict has led to elevated oil prices, which is expected to increase the cost of plastic packaging materials due to shortage of raw material. This may improve the competitive position of jute-based packaging products.
• Sustainability and environmental concerns are expected to continue driving preference towards eco-friendly and biodegradable jute packaging solutions, which is expected to support the long-term prospects of the jute industry.
• The high raw jute prices during the last jute season are likely to encourage farmers to increase jute acreage in the current season. This is expected to improve raw jute availability and create a more positive environment for the jute industry.
Threats
• Both domestic and export markets may shift towards alternative packaging materials due to the high jute product prices and supply uncertainties.
• The jute industry is highly labour-intensive with wages constituting a significant portion of total production costs. The recent trend of steep revision in minimum wages in certain States indicate rising wage levels in coming days, which could affect the overall pricing competitiveness and marketability of jute products.
• The industry is also facing a shortage of workers, as labourers from neighbouring states are increasingly finding job opportunities closer to their home regions, resulting in reduced workforce availability for jute mills.
c) Segment-wise or product-wise performance
The Company is engaged in a single business segment i e. manufacturing and sale of jute goods. Hence, disclosure requirement as required by IND AS - 108 are not applicable in respect of business segment.
However, the geographical segments considered for disclosure are as under:
|
Particulars
|
For the year ended 31st March, 2026
|
For the year ended 31st March, 2025
|
| |
Within India
|
Outside India
|
Total
|
Within India
|
Outside India
|
Total
|
|
Revenue *
|
39,616.71
|
14,852.52
|
54,469.23
|
24,566.59
|
18,961.06
|
43,527.65
|
|
Non-current assets other than financial instruments **
|
23,670.76
|
|
23,670.76
|
23,452.69
|
|
23,452.69
|
• Revenue outside India includes sale to USA ' 5,860.99 (P.Y. ' 6,658.06).
** Non-current assets other than financial instruments include property, plant and equipment, capital work-in-progress, right of use assets, other intangible assets, non-current tax assets (net) and other non-current assets.
d) Outlook
The Company's performance during the current year will depend largely to the extent of availability of the raw jute crop. Albeit, we expect a much better crop compared to the previous season. However, the year is likely to remain challenging, particularly during the months of July and August, when uncertainty regarding raw jute availability may persist. Other income remains uncertain, as it may be influenced by the outcome of West Asia conflict. However, we believe that the overall outlook for the current year would be stable.
e) Risks and concerns
The significant areas of risk and concern for the Jute Industry are:
• The cost of jute products needs to be controlled in order to retain the markets. This is a challenge in view of the high raw jute and wage costs.
• There is presently no significant modernisation under process. Modernisation is essential for improving efficiency and to remain economical in an increasingly competitive market environment.
• The increased global focus on ethanol production caused by the West Asia conflict can significantly raise maize prices which in turn could encourage farmers to shift away from raw jute cultivation to maize cultivation.
f) Internal control systems and their adequacy
The Board of Directors has established and implemented various policies and procedures to strengthen the internal control framework and ensure the orderly and efficient conduct of business operations. These controls facilitate the accurate and timely generation of reliable financial and operational information, safeguard assets against unauthorised use or loss, support the prevention and detection of frauds and errors, maintain the accuracy and completeness of accounting records and ensure compliance with applicable laws, regulations and corporate policies.
The Company maintains an adequate and robust internal control system commensurate with the size and complexity of its operations. The Audit Committee periodically reviews and evaluates the effectiveness of the internal control framework. During the year under review, no incidence of fraud was reported by the auditors. Internal audit observations and recommendations were placed before the Audit Committee and appropriate measures were taken promptly.
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such controls were operating effectively as at 31st March 2026, based on the criteria for internal financial controls established by the Company with reference to the financial statements.
g) Material developments in human resources/industrial relations front, including number of people employed Industrial relations remained cordial throughout the year under review. The Company continues to face a shortage of new entrants in the jute industry, however, necessary measures are being undertaken to address the manpower shortage. Wages are being paid in accordance with the prevailing Tripartite Agreement.
The Company continues to focus on employee development through regular in-house training programmes aimed at enhancing the working knowledge, technical competence and overall skill sets of employees. Various employee welfare schemes were available to promote employee well-being and maintain a positive work environment.
As on 31st March 2026, the Company had 3,838 employees on rolls.
h) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof
|
Particulars
|
For the year ended 31st March, 2026
|
For the year ended 31st March, 2025
|
% Change
|
|
Interest coverage ratio (in times)
|
242.50
|
325.10
|
25.41%
|
|
Net profit margin (in percentage)
|
9.44
|
13.14
|
28.16%
|
Decrease in other income impacted the interest coverage ratio and net profit margin to decline compared to previous year. There was no significant change in other key financial ratios. Please refer to Note 54 to the financial statements for the financial year ended 31st March, 2026 for more details on Financial Ratios.
i) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof
|
Particulars
|
For the year ended 31st March, 2026
|
For the year ended 31st March, 2025
|
|
Return on Net Worth
|
9.34%
|
11.64%
|
The decrease in other income compared to previous year has impacted the Return on Net Worth.
) Discussion on financial performance with respect to operational performance
The following are the significant areas of financial performance:
|
Particulars
|
For the year ended 31st March, 2026
|
For the year ended 31st March, 2025
|
% Increase (Decrease)
|
|
Revenue from operations
|
54,740.51
|
43,942.61
|
24.57%
|
|
C.I.F. value of export sales
|
14,852.52
|
18,961.06
|
(21.67)%
|
|
Finance cost
|
50.08
|
33.45
|
49.72%
|
|
Inventories
|
13,084.19
|
12,295.80
|
6.41%
|
|
Purchase of property, plant and equipment and other intangible assets (including changes in capital work-in-progress, capital advances/creditors)
|
1,081.89
|
1,720.28
|
(37.11)%
|
Improvement in domestic demand witnessed during the year under review, both in terms of quantity and realisation, contributed to the overall revenue from operations. However, overseas sales were significantly affected by increase in prices of finished products due to steep increases in raw jute prices, freight rates and tariff related issues in global economy during the year. Higher utilisation of borrowing limits and interest on taxes led to an escalation in finance costs.
The capital expenditure was incurred towards installation of a rooftop Solar Power Plant with a capacity of 2,274.48 kWp which contributes to approximately 12-15 percent of the power requirement. Machineries required for strengthening the manufacturing efficiency were also purchased.
Other financial and operational parameters remained stable during the year under review. k) Cautionary statement
Certain statements contained in this Report may constitute forward-looking statements based on management's current expectations, assumptions, estimates and projections regarding future events and business performance.
Actual results may differ from those expressed or implied in such statements due to various risks, uncertainties and other factors beyond the management control, like changes in economic conditions, government policies, market dynamics and other incidental factors.
6. SHARE CAPITAL
The Company has one class of issued share i.e. ordinary share of face value of ? 10/- each.
The issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2026 stood at ? 584.54 consisting of 58,41,875 fully paid up ordinary shares of ? 10/- each (including ? 0.35 being the amount originally paid up on 7,000 ordinary shares not fully paid-up and forfeited).
The shares of Cheviot Company Limited are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees for the financial year 2026-27 to the stock exchanges. The shares of the Company are tradeable in dematerialised form and can be held in electronic form with depositories under ISIN: INE974B01016.
During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.
7. CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance, together with a compliance certificate issued by M/s Rahul Srivastava & Co. regarding compliance of conditions of corporate governance, forms part of this Annual Report as Annexure-I.
8. ANNUAL RETURN
The Annual Return under Section 92 of the Companies Act, 2013 has been placed on the website of the Company and can be accessed from the web-link: https://www.cheviotgroup.com/investors/.
9. NUMBER OF MEETINGS OF THE BOARD
During the year under review, 4 (four) meetings of the Board of Directors were held on 26th May, 2025, 6th August, 2025, 11th November, 2025 and 14th February, 2026. The maximum gap between two meetings was less than one hundred and twenty days. The quorum was present at every meeting. The facility to join and participate in the Board Meetings through video conferencing and other audio-visual means (VC/OAVM) was made available to the directors.
10. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
In compliance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has followed the laid down criteria for identification and appointment of persons eligible to hold the office of director, key managerial personnel and/or senior management of the Company. The Nomination and Remuneration Committee has also considered the qualifications, positive attributes, independence, remuneration and other matters as provided under Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee has affirmed that the remunerations paid to the directors, key managerial personnel and senior management personnel are in accordance with the Remuneration Policy of the Company.
The Remuneration Policy of the Company and the criteria for determining qualifications, positive attributes and independence of directors are available on the website of the Company at: https://www.cheviotgroup.com/investors/.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
There has been no material change and/or commitment affecting the financial position of the Company between the end of the financial year and date of this report.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the directors hereby state to the best of their knowledge and belief that:
(a) in the preparation of the annual accounts, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act, 2013 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;
(e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of investments made by the Company have been disclosed in Note 8 and Note 13 to the financial statements for the financial year ended 31st March, 2026. The Company has not given any loan or guarantee during the year.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors have formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 188 of the Companies Act, 2013 and Rules made thereunder. The said Policy is available on the website of the Company at https://www.cheviotgroup.com/investors/.
During the year under review, there was no material contract or arrangement or transaction at arm's length basis or modification thereof or any contract or arrangement or transaction not at arm's length basis with the promoters, directors, key managerial Personnel or other related parties that required prior approval of the members. Hence, there are no reportable contracts or arrangements or transactions in e-Form AOC-2.
All related party transactions entered into by the Company during the financial year under review were placed before the Audit Committee and the Board of Directors for prior approval or were covered under omnibus approvals granted by the Audit Committee. Such transactions were reviewed by the Audit Committee on a quarterly basis.
Details of all related party transactions entered into by the Company including disclosure of related party transactions with any person or entity belonging to the promoter/promoter group or holding 10 per cent or more of the paid-up ordinary share capital of the Company are provided in Note 50 to the financial statements for the financial year ended 31st March, 2026, in compliance with IND AS-24.
15. SECRETARIAL STANDARDS
During the year under review, the Company had complied with the applicable Secretarial Standards viz. SS-1 "Secretarial Standard on Meetings of the Board of Directors" and SS-2 "Secretarial Standard on General Meetings', issued by the Institute of Company Secretaries of India.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, your Company had spent ? 111.19 on CSR activities, which was higher than 2% (two percent) of the average net profits of last three financial years computed as per Section 135 read with Section 198 of the Companies Act, 2013. CSR programs were oriented toward various activities to support education and health care. CSR programs were also undertaken to promote nationally recognised sport and for the benefit of armed force dependents.
The annual report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure-II forming part of this report.
The composition of corporate social responsibility committee for the financial year ended 31st March, 2026 is given below:
|
Name of the directors
|
Designation
|
Category
|
|
Mrs. Malati Kanoria
|
Chairperson
|
Non-Executive Director
|
|
Mrs. Rashmi Prashad
|
Member
|
Independent Director
|
|
Mr. Sutirtha Bhattacharya
|
Member
|
Independent Director
|
The composition of CSR Committee, CSR Policy and CSR Projects approved by the Board of Directors can be accessed from the web-link: https://www.cheviotgroup.com/investors/.
17. PARTICULARS OF REMUNERATION
Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in Annexure-III forming part of this report.
The details prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, with regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and second proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2026, in relation to the conservation of energy; technology absorption; and foreign exchange earnings and outgo are provided in Annexure-IV forming part of this report.
19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Board of Directors have formulated a Risk Management Policy for the Company which identifies the key risks and concerns that may threaten the existence of the Company. The Policy provides a framework for risk identification, assessment, monitoring and mitigation. The Board of Directors periodically evaluates the various risk factors in a systematic manner to identify changes, if any, in the risk environment and to ensure that appropriate mitigation and control measures are in place to minimise the potential impact of such risks.
The Senior Management continually review the identified risk elements, risk assessment mechanisms and risk mitigation measures and report any significant development or incidence to the Audit Committee from time to time.
Discussion on risks and concerns have been made in this report under the head 'Management Discussion and Analysis'.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
No company became or ceased to be the Company's subsidiary, joint venture or associate company during the year under review. The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2026.
21. ANNUAL PERFORMANCE EVALUATION
During the year under review, the Board of Directors carried out internal evaluation of performance of its own, its committees and individual directors based on criteria for evaluation laid down by the nomination and remuneration committee and found the performance of the Board as a whole, its committees and individual directors, to be satisfactory. The Independent Directors, at their separate meetings held on 11th November, 2025 and 23rd February, 2026, inter alia, evaluated the performance of the Chairman and Managing Director, Non-Independent Directors and the Board as a whole.
The performance evaluation of the Board was carried out based on various parameters, including the appropriateness of the Board's composition and structure, quality and effectiveness of deliberations and decisions, awareness of industry and business operations, governance and compliance, succession planning, risk evaluation, strategic guidance and implementation of policies and strategies approved by the Board.
The evaluation of the committees was based on criteria such as mandate and composition, effective functioning, competencies of members, frequency of meetings, adherence to procedures, monitoring and advisory role and timely reporting to the Board of Directors.
The performance evaluation of individual directors was undertaken considering factors such as commitment, attendance and participation, contribution to decision-making, role in risk management, adherence to the Company's Code of Conduct and principles of corporate governance, proactiveness, sharing of industry knowledge and business insights and timely disclosure of interests and related parties.
22. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism/Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and the Rules thereunder read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for directors and employees to report genuine concerns and enable employees to report instances of leak of unpublished price sensitive information to the Vigilance Officer or the Chairman of the audit committee. During the year under review, no complaint was reported to the audit committee. The whistle blower policy is available on the website of the Company at https://www.cheviotgroup.com/investors/.
23. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, a structured digital database is maintained by the Company with adequate internal controls and trading restrictions are imposed on the designated persons and their immediate relatives in accordance with the Code of Conduct to regulate, monitor and report trading in securities of the Company. The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Company's website at https://www.cheviotgroup.com/investors/.
24. COMPOSITION OF AUDIT COMMITTEE
The Board of Directors have constituted the audit committee with three directors as members. All members of the audit committee are financially literate and Chairperson of the audit committee, is a qualified Chartered Accountant having accounting and financial management expertise. Two-third of the members of audit committee are independent directors.
The composition of the audit committee for the financial year ended 31st March, 2026 is given below:
|
Name of the directors
|
Designation
|
Category
|
|
Mr. Siddharth Jhajharia
|
Chairperson
|
Independent Director
|
|
Mr. Deo Kishan Mohta
|
Member
|
Independent Director
|
|
Mr. Utkarsh Kanoria
|
Member
|
Wholetime Director
|
More details on the audit committee are given in the report on corporate governance. The Board of Directors have accepted all the recommendations of the audit committee during the year under review.
25. INDEPENDENT DIRECTORS
There are four Independent Directors on the Board. Mr. Sutirtha Bhattacharya (DIN: 00423572), aged 68 years, Mr. Deo Kishan Mohta (DIN: 00060170), aged 73 years and Mr. Siddharth Jhajharia (DIN: 01385496), aged 52 years, joined the Board as Independent Directors of the Company with effect from 1st April, 2024. Mrs. Rashmi Prashad (DIN 00699317), aged 65 years, a woman independent director on the Board, was re-appointed for a second term with effect from 1st April, 2024. None of the independent directors had resigned during the year under review.
All the independent directors have declared that they fulfil the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board of Directors, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board of Directors are satisfied of the integrity, expertise and experience of all the independent directors on the Board of Directors. All the independent directors are proficient and have registered themselves on Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.
26. DIRECTORS
None of the directors on the Board had resigned during the year under review.
Mr. Utkarsh Kanoria (DIN 06950837), aged 33 years, was appointed as Wholetime Director for a period of 5 (five) years w.e.f. 24th May 2022, liable to retire by rotation. Mr. Utkarsh Kanoria retires by rotation at the ensuing annual general meeting and, being eligible, offers himself for re-appointment. The nomination and remuneration committee has recommended his re-appointment considering his overall contribution and experience, for which appropriate resolution has been set out at agenda item No. 3 of the notice convening the 128th annual general meeting. The Board recommends passing of the same. Mr. Utkarsh Kanoria shall continue to hold the office of Wholetime Director on the terms and conditions as to remuneration and otherwise as approved by the members at the 124th annual general meeting held on 12th August, 2022 for the unexpired period of his current term, if re-appointed. Mr. Utkarsh Kanoria is not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as director, if re-appointed.
The information about the director seeking re-appointment as required under the Companies Act, 2013, Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings have been given in the notice convening the 128th annual general meeting.
27. KEY MANAGERIAL PERSONNEL
During the year under review, all the Key Managerial Personnel continue to hold their offices. There was no appointment /resignation reported during the year in the office of the Key Managerial Personnels.
28. PUBLIC DEPOSITS
Your Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. There was no deposit held by the Company which were not in compliance with the requirements of Chapter V of the Companies Act, 2013.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future. Details of contingent liabilities and commitments (to the extent not provided for) are disclosed in Note 42 to the financial statements for the financial year ended 31st March, 2026.
30. COMPLIANCE UNDER MATERNITY BENEFIT ACT 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, wherever applicable. The Annual Return under West Bengal Maternity Benefit Rule, 1965 was submitted on 20th January, 2026.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has complied with the provisions relating to the constitution of Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "SHWW Act") and Rules made thereunder. The Company has adopted a policy in line with the provisions of the SHWW Act and the Rules made thereunder.
During the year under review:
|
Sl. No.
|
Particulars
|
Response
|
|
(a)
|
number of complaints of sexual harassment received in the year
|
Nil
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(b)
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number of complaints disposed off during the year
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Nil
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(c)
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number of cases pending for more than ninety days
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Nil
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More details are available in the report on corporate governance.
32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT
The Board of Directors had laid down internal financial controls for preparation of reliable financial statement. The measures taken for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information were found to be adequate and operating effectively. The audit committee and the auditors periodically improvises the internal financial control system. The financial records maintained in electronic form are supported by appropriate systems and controls to ensure proper storage, retrieval, display or printout of electronic records and remain accessible in India at all times.
33. CREDIT RATING
No credit rating was obtained by the Company with respect to its securities. The Company has been assigned long-term rating of Crisil A /stable and short-term rating of Crisil A1 in respect of the bank loan facilities rated by Crisil Ratings Limited. The rating stood re-affirmed for the year under review.
34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), the amount of dividend which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the IEPF Authority (IEPF) established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account of the IEPF.
Accordingly, the Company had transferred ? 0.72 lying in the unpaid dividend account for the financial year 2017-18 through Bharat Kosh to the credit of IEPF Authority on 15th October, 2025 following which 5,483 ordinary shares (including 3,261 ordinary shares from unclaimed demat suspense account) on which dividend remained unpaid or unclaimed for seven consecutive years or more, were transferred to the DEMAT account of the IEPF Authority.
Further, amount lying in the unpaid dividend account for the financial year 2018-19 and the corresponding ordinary shares held by members on which dividend remain unpaid or unclaimed for seven consecutive years shall become due for transfer to the IEPF after completion of seven years in August, 2026, unless claimed by the rightful member.
The DPID/CLID/folio-wise details of unpaid dividend and shares transferred/to be transferred to IEPF Authority are available on the website of the Company at https://www.cheviotgroup.com/investors/.
Further, the Company had transferred ' 0.79 lying in the unclaimed sale proceeds of fractional bonus shares account since 4th December, 2018 to the credit of IEPF on 17th December, 2025.
35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Systems and processes for compliance with Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and disclosure of Business Responsibility and Sustainability Report on the environmental, social and governance disclosures in the annual report, was not applicable to the Company for the financial year under review, based on the average market capitalisation ranking published by the stock exchange(s) at the end of the relevant calendar year.
36. COST ACCOUNTS AND COST AUDIT
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The cost auditor did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.
Pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), as cost auditor for the financial year ending 31st March, 2027 to conduct the audit of the cost accounting records maintained by the Company. The resolution set out at agenda item No. 5 of the notice convening the 128th annual general meeting seeks members' ratification to the remuneration payable to the cost auditor. M/s D. Radhakrishnan & Co., have long experience as cost auditors and have been conducting the audit of the cost records of the Company for the past several years. M/s D. Radhakrishnan & Co. have confirmed that they are eligible and have furnished their consent to perform the duties of cost auditor, if re-appointed.
The Cost Audit Report of the Company for the financial year ended 31st March, 2025 was filed with the Registrar of Companies in XBRL mode on 27th September, 2025.
37. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT
M/s MR & Associates, a peer-reviewed firm of practising company secretaries (FRN: P2003WB008000), was appointed as Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from 1st April, 2025 to 31st March, 2030 at the 127th annual general meeting held on 7th August, 2025.
The secretarial audit report for the financial year ended 31st March, 2026, issued by M/s MR & Associates in Form MR-3, is attached to this report as Annexure V. The secretarial auditor did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.
Further, the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2026 received from the secretarial auditor has been filed with the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited on 11th May, 2026.
38. STATUTORY AUDITORS
M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was re-appointed as statutory auditors of the Company for the second term of 5 (five) consecutive years at the 124th annual general meeting held on 12th August, 2022, to hold office till the conclusion of the 129th annual general meeting to be held in the calendar year 2027.
There was no qualification, reservation or adverse remark in the Independent Auditors' Report for the financial year ended 31st March, 2026. The statutory auditors did not report any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013, necessitating disclosure in the Board's Report under Section 134(3)(ca) of the Companies Act, 2013.
39. INSOLVENCY AND BANKRUPTCY CODE, 2016
No application was made or proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
40. VARIATION IN VALUATION
During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution, necessitating any valuation.
41. ACKNOWLEDGEMENTS
Your directors take this opportunity to express their sincere gratitude to the banks, financial institutions, regulatory authorities, customers and vendors for their continued co-operation and support during the year under review. The directors also place on record their deep appreciation for the committed services rendered by the employees of the Company.
For and on behalf of the Board Harsh Vardhan Kanoria
Chairman and Managing Director, Chief Executive Officer
Kolkata, 21st May, 2026 (DIN: 00060259)
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