Your Directors present the 35th Annual Report of the Company along with the audited
statement of accounts for the year ended 31st March 2024.

FINANCIAL RESULTS

PERFORMANCE

During the year under review, the Company
has effected zero Turnover. During the year,
the Company has initiated filing of Insolvency
Petition befor the Hon’ble National Company
Law Tribunal at Chennai. In this connection,
the Board of Directors in their meeting held on
8-11-2023 have authorized Sri, Manoj Kumar
Tibrewal, Managing Director to initiate Corporate
Insolvency Resolurion Process under Section 10
of the Insolvency & Bankruptcy Code, 2016 and
thereafter necessary approval was obtained from
the Shareholders in the Extraordinary General
Meeting held on 15-12-2023.

As stated earlier , the company is no longer a
going concern. The company is facing severe
financial crisis. The day-today expenses are
still being met by borrowing funds from the
Managing Director. Even the Managing Director
and the Executive Director are not being paid
their salary regularly since September.2017.
As already stated , the Lenders have sold the
entire Assets of the Company and adjusted
the proceeds against the loan due from the
company. Even after adjusting the entire sale
proceeds against the loan , there remains huge
amount to be settled by the company.

The Company could not pay even the Annual
Listing Fee to the Stock Exchanges since the
year 2016-17. In view of non-payment of Annual
Listing Fee, the trading of Equity Shares of the
Company is suspended. M/s Bombay Stock
Exchange Ltd vide their e.mail dated 13-10-2020

has informed the trading of the shares have
been suspended for more than six months
and consequently the company has made out
grounds for compulsory de-listing of shares by
which Regulation 23 which states that “ Where
a company has been compulsory delisted the
Promoter of the Company shall acquire delisted
Equity Shares form the public shareholders by
paying them the value that may be determined
by the valuer within three months form the
date of delisting. In response to the above ,the
Company has replied that the Promoters and
their Associates are not in a position either to
acquire the delisted shares as stated above
or to pay the arrears of Annual Listing Fee to
the Stock Exchanges since the company has
become financially sick

LEGAL

The Legal issues against the Company were
elaborately disclosed in our previous year’s
Annual Report. The statuesque remains the
same.

DIVIDEND

No dividend has been recommended for the
Financial Year ended 31st March, 2024.

FINANCE

The total outstanding dues to the consortium of
Lenders as on 31-3-2024 is more than Rs 200
crores including interest accrued but not paid.
As stated earlier, the Lenders have realized a

sum of Rs 191.05 crores by selling the entire
Assets of the Company through e-auction. The
Lenders have adjusted the sale proceeds against
loan due from the company. Even after adjusting
the said amount, the company owes huge sum
to the Banks and the company is not having any
assets to pay the balance dues.

DEPOSIT : NIL

CORPORATE GOVERNANCE

A separate Report on the Corporate Governance
is enclosed as part of this Annual Report. The
Auditors of the Company have also given their
certificate relating to compliance of Corporate
Governance and this report is annexed to the
report of Corporate Governance as is required
by the Listing Agreement.

LISTINGS

The company’s shares are listed in National
Stock Exchange of India Ltd , Bombay Stock
Exchange Ltd and The Calcutta Stock Exchange
Ltd. The company has not paid listing fee to
the above Exchange since the Financial Year
2016-17 onwards. . The company has already
applied for de-listing of its equity shares to
Calcutta Stock Exchange Ltd and the Orders
are awaited. However, Listing Fees to NSE and
BSE are in arrears.

NUMBER OF MEETINGS OF THE BOARD

Details of number of meetings of Board of
Directors and Committees thereof and the
attendance of the Directors in such meetings are
provided in the Corporate Governance Report
attached elsewhere in the Annual Report.

COMPOSITION OF THE BOARD:

Consequent to the resignation of the Executive
Director Sri. Mohanlal Tibrewal with effect from
25-1-2023 and the sudden death of the Nominee
Director of the Lender Banks Sri. R.P.Joshua
on 25-11-2023 the strength of the Board has
reduced from six to four and at present, the
composition of Board consists of the following
Director,

The Company has received Notices from Stock
Exchanges regarding non-compliance of the
minimum number of Directors in the Board.
Since , the Company is in the process of filing of
Insolvency Petition before the Hon;ble Company
Law Tribunal at Chennai, there is no response
from anybody to become a Director in our Board.

DIRECTORS’ RESPONSIBILTY STATEMENT

In terms of the requirement of Section 134 (3)
(c) of the Companies Act, 2013, the Directors
hereby confirm:

1) that in the preparation of Annual Accounts,
the applicable Accounting Standards have been
followed along with proper explanations relating
to material departures

2) that the Directors have selected such
accounting policies and applied them consistently
and made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at
the end of the accounting year namely March 31,
2024 and of the profit / loss of the Company for
that period.

3) that the Directors have taken proper and
sufficient care for the maintenance of adequate
accounting records in accordance with the
provision of the Act, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

4) that the Directors have prepared the Annual
Accounts on a non-going concern basis.

5) the Directors have laid down internal financial
controls to be followed by the company and such
internal financial controls are adequate

6 the Directors have devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and are operating effectively.

AUDIT COMMITTEE :

The Audit Committee of the Company was
reconstituted with the following Directors as
shown hereunder in the Board Meeting held
on 29-1-2024 consequent to the death of the
Nominee Director Sri. R.P. Joshua , who passed
away on 25-11-2023.

The Board has accepted the recommendations
of the committee and there were no incidences
of deviation from such recommendations during
the financial year under review.

The company has devised a Vigil Mechanism in
the form of a Whistle Blower Policy in pursuance
of the provisions of Section 177 ( 10) of the
Companies Act, 2013 . During the year under
review, there were no complaints received under
this mechanism.

NOMINATION AND REMUNERATION
COMMITTEE AND POLICY.

The Nomination & Remuneration Committee of
the Company has been reconstituted with the
following Directors as shown hereunder in the
Board Meeting held on 29-1-2024 consequent
to the death of the Nominee Director Sri. R.P.
Joshua , who passed away on 25-11-2023

The said committee has been empowered and
authorized to exercise the power as entrusted
under the provisions of Section 178 of the
Companies Act, 2013. The Company has a policy
on Directors’ appointment and remuneration
including criteria for determining qualification,
positive attributes, independence of a Director
and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013

DECLARATION BY INDEPENDENT
DIRECTORS

The Independent Directors have submitted
their disclosures to the Board that they fulfill
all the requirements as stipulated in Section
149 (6 ) of the Companies Act, 2013 so as to
qualify themselves to be appointed / continued
as Independent Directors under the provisions
of the Companies Act, 2013 and the relevant
Rules there under.

EXPLANATION & COMMENTS

The reports of Statutory Auditors appearing
elsewhere in the Annual Report and that of the
Secretarial Auditors ( annexed hereto ) are self¬
explanatory having no adverse comments

PARTICULARS OF LOANS / GUARANTEE /
INVESTMENTS

Details as per the provisions of Section 186 of
the Companies Act, 2013 is given under Notes
to Financial Statements.

PARTICULARS OF CONTRACT WITH
RELATED PARTY

The Lenders have sold the entire Assets of the
company under the SARFAESI Act during the
year 2015 and the company is not in function

thereafter. Therefore the company is not
having any Related Party Transaction.

Since the shares of the company are continued
to be listed in NSE, BSE and CSE, the Statutory
formalities are being complied by the company
with respect to the LODR Regulations of SEBI. .

MATERIAL CHANGES

There is no material changes or commitments
after closure of the financial year till the date of
this report.

AUDITORS

a) Statutory Auditors

The present Statutory Auditors M/s.K.N.Swamy
& Co, Chartered Accountants, retires
at the 36th Annual General Meeting.
Mr. K. Narayanaswamy has resigned
wef. 12/06/2024 due to his indifferent health.
Subsequently the company in the board meeting
held on 24/06/2024 has appointed Mr. T. M.
Mohanraj, Chartered Accountant (Membership
No. 020626), a partner of Mr. Mohanraj & Sankar
(Firm Registration No.007938S) as Statutory
auditors of the company to conduct audit of the
company from the financial year 2024-25 to
2028-29 (01/04/2024 to 31/03/2029).

b) Cost Auditor

The Lenders have sold the entire Manufacturing
Units of the Company and therefore the
appointment of Cost Auditor as per the Provisions
of the Companies Act, 2013 is not applicable,

c) Secretarial Auditor

Pursuant to provisions of Section 204 of the
Companies Act, 2013 and the Companies
( Appointment and Remuneration of Managerial
Personnel ) Rules, 201 4 , the Company has
appointed Mrs. V.M.Vennila , a Practicing
Company Secretary to undertake the Secretarial
Audit of the Company for the financial year 2023¬
24.

COMPANY SECRETARY

The erstwhile qualified Company Secretary
Mr. Maxim Joseph, suddenly passed away on
24-12-2019 and thereafter the company has no
qualified Company Secretary . The Company
has issued Newspaper advertisements in Trinity
Mirror and Makkal Kural On 9-1-2020 calling

for from the qualified person for the post of
Company Secretary . The Company has not
received any response till date and therefore
the Company has not yet appointed qualified
Company Secretary. The Stock Exchanges have
issued notice for the non-compliance and levied
penalty which the Company is unable to pay.

VIGIL MECHANISM:

The company has devised a Vigil Mechanism in
the form of a Whistle Blower Policy in pursuance
of the provisions of Section 177 ( 10) of the
Companies Act, 2013 . During the year under
review, there were no complaints received under
this mechanism.

STAKEHOLDERS RELATIONSHIP

COMMITTEE

In pursuance of the applicable provisions of
Section 178 (5) of the Companies Act, 2013
a committee of Directors consisting of three
Directors has been constituted as Stakeholders
Relationship Committee. Sri. Mohanlal
Tibrewal, an erstwhile Member has resigned
with effect from 25-1-2023 . Consequently, the
Stakeholder’s Committee of the company was
reconstituted as follows

1) Sri. N.Venkatesan - Independent Director -
Non-Executive

2) Sri.S.Sivashanmugam - Independent Director
- Non-Executive

3) Sri. Manoj Kumar Tibrewal - Managing
Director - Executive

CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE

In terms of the provisions of Section 135 of
the Companies Act, 2013, a Corporate Social
Responsibility Committee is to be constituted
for the purpose of implementing the Corporate
Social Responsibility. As on date, the Company
does not come under the category of Companies
who have to implement this scheme.

INDUSTRIAL RELATIONS

Not Applicable

ENERGY CONSUMPTION

Not Applicable

TECHNOLOGY ABSORPTION

Not Applicable

FOREIGN EXCHANGE EARNINGS AND
OUTGO

Not Applicable

EVALUATION OF BOARD’S PERFORMANCE

On the advise of the Board of Directors , the
Nomination and Remuneration Committee ,
the company have formulated the criteria for
the evaluation of the performance of Board
of Directors Independent Directors, Non¬
Independent Directors and the Chairman of the
Board. Based on that performance, evaluation
has been undertaken. The Independent Directors
have also convened a separate meeting for this
purpose. All the results and the evaluation has
been communicated to the Chairman of the
Board of Directors. All the Directors of the Board
are familiar with the business of the company.

REGISTRAR AND SHARE TRANSFER
AGENTS :

Pursuant to Regulation 30 of the Securities and

Exchange Board of India ( Listing Obligation and
Disclosure Requirements) Regulation, 2015, and
the National Company Law Tribunal, Mumbai
vide their Order No CP/CAA/170/MB/2023 dated
18-12-2023 and based on the communication
received from the our Registrar & Share Transfer
Agent on 22-12-2023 the Registrar and Share
Transfer Agent of the Company M/S S.K.D.C
Consultants Ltd is merged with M/s Link Intime
India Private Ltd with effect from 22-1 2-2023.
The name and address of the Registrar & Share
Transfer Agent of the company is given in the
Corporate Governance Report

GENERAL : Does not arise.

MATTERS AS MAY BE PRESCRIBED

As per Rule 8(5) of the Companies ( Accounts )
Rule, 2014 certain additional information are
provided : Does not arise.

ACKNOWLEDGEMENT

Your Directors wish to thank and record their
appreciation to all those who have been
associated with the company.

By order of the Board
For GANGOTRI TEXTILES LIMITED

MANOJ KUMAR TIBREWAL
Managing Director

Place : Coimbatore

Date : 29-05-2024 N.VENKATESAN

Director