Dear Members,
The Directors are pleased to present the 36th Annual Report along with the
Audited Financial Statements for the financial year ended 31st March 2025.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Companys performance during the year as compared with previous year is summarized below:
(C in Crores, except for EPS)
Particulars |
FY 2024-2025 | FY 2023-2024 |
| Revenue from operations | 165.26 | 342.62 |
| Other Income | 0.41 | 0.23 |
Total Income |
165.67 | 342.85 |
| Cost of Materials | 74.38 | 172.61 |
| Change in Inventories | 0.29 | 34.20 |
| Employee benefit Expenses | 60.94 | 75.61 |
| Finance Cost | 5.77 | 9.66 |
| Depreciation and Amoritization | 6.27 | 8.12 |
| Other Expenses | 36.28 | 40.84 |
| Total Expenses | 183.93 | 341.04 |
Profit before Tax & Exceptional Items |
(18.26) | 1.81 |
| Exceptional Expenses / (Income) | - | (0.04) |
Profit before Tax |
(18.26) | 1.85 |
| Tax Expenses | - | - |
Profit after Tax |
(18.26) | 1.85 |
| Earnings Per Share | ||
Basic |
(3.26) | 0.40 |
Diluted |
(3.26) | 0.40 |
2. PERFORMANCE REVIEW
The turnover of the Company for the financial year ended 31st March 2025 stood at C 165.26 crores as against C 342.62 crores in the previous financial year. The Company has reported a Loss after Tax (PAT) of C (18.26) crores for the year under review, as compared to a Profit after Tax (PAT) of C 1.85 crores in the previous year
3. COST OF MATERIAL AND CHANGES IN INVENTORIES
The cost of materials adjusted for changes in Inventories of finished goods and work in progress is 47.99% to revenue as against 61.15% in the previous year.
4. EMPLOYEE COSTS
The manpower cost for the year is 36.78 % to revenues as against 22.01 % in
the previous year.
5. DEPRECIATION
Depreciation during the year stood at C 6.27 crores as against C 8.12 crores
in the previous year.
6. FINANCE COSTS
Finance Cost for the year stood at C 5.77 crores as against C 9.66 crores in
the previous year.
7. SHARE CAPITAL
EQUITY SHARE CAPITAL
A) Authorised Share Capital
During the year under review, there were no changes in the Authorized Equity Share Capital of the Company. The Authorized equity share capital stood at C 64,00,00,000 (Sixty-Four Crore only) divided into 6,40,00,000/- (Six Crore Forty Lakh) Equity shares of C 10/- each. (Rupees Ten only)
B) Paid Up Share Capital
The Board of Directors, at its meeting held on 8th January 2025, had initially
approved the issuance and allotment of equity shares on a preferential basis. However, after due consideration of operational and strategic factors, the
proposal was subsequently withdrawn at the Board Meeting held on 28th January
2025.
Further, during the year under review, the Board of Directors, at its meeting held on 24th March 2025, approved the allotment of 31,26,339 (Thirty-One Lakh Twenty-Six Thousand Three Hundred and Thirty-Nine) equity shares of
C 10/- each to Paradisal Precision Private Limited (Body Corporate) on a preferential basis.
Pursuant to the above allotment, the paid-up share capital of the Company as
on 31st March 2025 stands at C 59,67,84,130/- (Rupees Fifty-Nine Crore
Sixty-Seven Lakh Eighty-Four Thousand One Hundred and Thirty only) divided into 5,96,78,413 (Five Crore Ninety-Six Lakh Seventy-Eight Thousand Four
Hundred and Thirteen) equity shares of C 10/- each.
PREFERENCE SHARE CAPITAL
During the year under review, the paid-up preference share capital stood at C 5,02,9000 (Rupees Five Crore Two Lakh Nine Thousand) divided into 50,20,900 (Fifty Lakhs Twenty Thousand and Nine Hundred) 1 % Cumulative Redeemable Preference Shares of C 10/- (Rupees Ten Each)
During the year under review the Company has redeemed 50,20,900 1% Cumulative Redeemable Preference Shares on 26th March 2025 out of fresh
issue of equity shares.
8. DIVIDEND
Due to the losses incurred by the Company in the earlier years, the Board of Directors has not recommended any dividend for the financial year ended 31st March 2025.
The Company is liable to pay arrears of dividends to 1% of Cumulative
Redeemable Preference Shareholders from inception.
9. TRANSFER TO RESERVES
The Company has not transferred any amount to general reserve for the
financial year ended 31st March 2025.
10. FINANCE AND ACCOUNTS
The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act) and other relevant provisions of the Act.
Due to the losses incurred by the Company in the earlier years, there is no provision for Income Tax. The Company has recognized Deferred Tax Asset in unabsorbed depreciation and accumulated losses to the extent of corresponding deferred tax liability on the difference between the book balances and written down value of fixed assets under Income Tax.
11. DEPOSITS
During FY 2024-25, the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance
of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on 31st March 2025.
12. CASH FLOW STATEMENT
In conformity with the provisions of Section 134 of Companies Act, 2013 and Regulation 34 2(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the year ended 31st March 2025 forms part of this Annual Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis and were placed and approved by the Audit Committee. During the financial year 2024-25, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the provisions of the Act. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.
The Company has framed a policy on Related Party Transactions and the same has been displayed on the Companys website www.celebritygroup.com.
During the financial year 2024-25, there were no materially significant transactions with the related parties, which were in conflict with the interests of the Company and that require an approval of the Members in terms of the SEBI Listing Regulations.
14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary or associate or joint venture company.
15. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis which forms part of this report are set out separately along with the Certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance and Certificate from a Company Secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as stipulated in Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for all the members of the Board and Senior Management personnel of the Company. The Code of Conduct is available on the Companys website: www.celebritygroup.com.
All members of the Board and senior management personnel have affirmed compliance to the Code as on March 31, 2025.
As stipulated under Regulation 34 (3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration
Signed by Mr. Vidyuth Rajagopal, Managing Director to this effect is annexed to the report on Corporate governance, which forms part of this annual report.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have adopted a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Companys website www.celebritygroup.com. The composition and terms of reference of the CSR Committee is detailed in the Corporate Governance report forming part of this annual report.
During the Period under review, the provisions of the CSR is not applicable to the Company.
18. ESTABLISHMENT OF VIGIL MECHANISM
Pursuant to Section 177 (9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a vigil mechanism established, to enable all employees and the directors to report in good faith about any violation of the Policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is hosted in the Companys Website www.celebritygroup.com.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors: a. Appointment of Independent Director
On recommendation of the Nomination and Remuneration Committee, the Board had considered and approved the appointment of Mr. Jandhyala Suresh (DIN: 10664467), as Additional Independent Director of the Company with effect from 15th July 2024 for a term of five consecutive years and same was regularized by the Shareholders on 16nd September 2024 in the AGM.
b. Retirement of Independent Directors on Completion of Second Term
Mr. K. Sridhar (DIN: 02916536) ceased to hold office as an Independent Director of the Company upon completion of his second term on 31st July, 2024.
c. Resignations
There were no resignation of Director/KMP during the year under review.
d. Retirement by Rotation
Mr. Venkatesh Rajagopal, (DIN 00003625) Non-Executive Director, retires by rotation and being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Mr. Venkatesh Rajagopal as director, liable to retire by rotation.
The Board recommends the aforementioned re-appointment for approval of the members at the ensuing AGM. Brief resume, expertise in specific functional areas, names of listed companies in which the above-named director hold directorships, committee memberships/ chairmanships, disclosure of relationships between directors inter-se, shareholding etc., are furnished in notice of the ensuing AGM.
e. Key Managerial Personnel:
There was no appointment of KMP during the year under Review. However the post completion of year:
a) Mr. H. Narayanarao (Membership No:A47309) resigned from the position of Company Secretary and Compliance officer with effect from 30th April 2025 after the closure of the business hours due to personnel reasons.
b) Mr. S.Vivekanandan (Membership No:A75249) appointed as a Company Secretary and Compliance officer of the Company with effect from 29th July 2025.
The following are the Key Managerial Personnel of the Company:
| 1. Mr. Vidyuth Rajagopal | - | Managing Director |
| 2. Mrs. Rama Rajagopal | - | Whole Time Director |
| 3. Mr. S. Venkataraghavan | - | Chief Financial Officer |
| 4. Mr. S.Vivekanandan | - | Company Secretary |
f. Re-appointment |
a. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 14th February 2024 recommended to the shareholder for the approval of the reappointment of Mr. Vidyuth Rajagopal (DIN: 07578471) as a Managing Director for a period of 3 years with effect from 08th August 2024.
Subsequently, it was approved by the shareholders of the Company by special resolution dated 24th June 2024.
b. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 02nd August 2024 recommended to the shareholder for the approval of the re-appointment of Mrs. Rama Rajagopal (DIN:00003565) as Whole-Time Director for a period of 3 years with effect from 10th November 2024. Subsequently, it was approved by the shareholders of the Company by special resolution held on 16th September 2024.
c. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 02nd August 2024 recommended to the shareholder for the approval of the re-appointment of Mr. Manoj Mohanka (DIN:00128593) as an Independent Director for a second term of five consecutive years with effect from 11th November 2024. Subsequently, it was approved by the shareholders of the Company by special resolution held on 16th September 2024.
20. EMPLOYEE STOCK OPTION PLAN (ESOP)
During the financial year ended 31st March 2025 there were no pending options to be vested or exercised.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.
22. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company at www.celebritygroup.com
23. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 8 (Eight) times during the financial year 2024-25 i.e., 29th, May 2024, 02nd August 2024, 12th November 2024, 08th January 2025, 28th January 2025, 04th February 2025, 12th February 2025 & 24th March 2025 The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held are given in the Corporate Governance Report.
24. AUDIT COMMITTEE
Pursuant to Section 177 (8) of Companies Act 2013, the particulars relating to the Composition, terms of reference and other details about the Audit Committee has been detailed in the Corporate Governance Report which forms part of this Annual Report.
During the year all the recommendations of the Audit Committee were accepted by the Board.
25. REMUNERATION POLICY
The Remuneration policy of the company has been structured to match the market trends of the industry, qualifications and experience of the employee and responsibilities handled by them.
The Policy inter alia provides for the following:
a) attract, recruit, and retain good and exceptional talent.
b) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company.
c) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements, and promotes excellence in their performance.
d) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders.
e) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective, and gender in the Board; and
f) fulfill the Companys objectives and goals, including in relation to good corporate governance, transparency, and sustained long term value creation for its stakeholders.
Particulars pertaining constitution of the Nomination and remuneration Committee and its terms of reference has been detailed in the Corporate Governance Report which forms part of this Annual Report.
26. MANAGERIAL REMUNERATION RECEIVED FROM COMPANY, HOLDING OR SUBSIDIARY COMPANY
During the year, the Company has no holding or subsidiary company.
| Remuneration received | ||
Name |
Designation | from the Company for the |
| FY 24-25 (Rs. In crs) | ||
| Mr. Vidyuth Rajagopal | Managing Director | 0.60/- |
| Mrs. Rama Rajagopal | Whole-Time Director | 0.78/- |
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not made any investment. Further, the Company has not given any loans or corporate guarantee or provided any security during the year.
28. MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred after the closure of the Financial Year 2024-25 till the date of this Report, which would affect the financial position of the Company.
29. BOARD EVALUATION
The Board has carried out an annual evaluation of its own performance, the directors and also Committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee under Self-evaluation method. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. The Board, upon evaluation, considered that the Board is well balanced and diverse and is commensurate with the business profile and size of the Company. The Board reviewed and noted with satisfaction of its own performance and that of its committees and individual Directors.
30. DISCLOSURE AS PER THE COMPANIES (ACCOUNTS) RULES, 2014
Change in nature of business, if any: Nil
The name of Companies which have become or ceased to be its subsidiaries, Joint Ventures, or Associate companies during the financial year: Not Applicable
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
The Company was not in receipt of any orders from the regulator / courts / tribunals impacting the going concern status of future operations of the Company.
32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and there by strengthen the controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
Adequate systems and processes, commensurate with the size of the Company and of its business are put in place to ensure compliance with the provisions of all applicable laws and such systems and processes are operating effectively.
Audit Committee and Board of Directors of the Company were appraised on the performance of the IFC.
33. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has framed Risk Management Policy which lays down the framework to define, assess, monitor, and mitigate the business, operational, financial, and other risks associated with the business of the Company. The Company has been addressing various risks impacting the Company in Management Discussion and Analysis Report which forms part of this Annual Report.
During the year under review, the company has not identified any element of risk which may threaten the existence of the company.
34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR
In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility of the Directors, the working of the Company, nature of the Industry in which the Company operates, business model, etc.. The details of such familiarization programmes for the Independent Directors are disclosed on the website of the Company www.celebritygroup.com.
35. AUDITORS
Statutory Auditors
The Company at its 33rd AGM held on 09th September 2022 reappointed M/s SRSV & Associates, Chartered Accountants, Chennai, having Firm Registration No. 015041S allotted by the Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office, for the second term of five consecutive years from the conclusion of 33rd AGM till the conclusion of 38th AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.
The Statutory Auditors will continue to hold office for the Third year in the second term of five consecutive years, from the conclusion of this AGM. The Company has obtained necessary certificate under Section 141 of the Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company for the year 2024 - 25.
The Statutory Auditors Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.
Secretarial Auditor
In terms of Section 204(1) of the companies Act 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-2025. The report of the Secretarial Auditor is Annexure – 2 to this report.
The Secretarial Audit report for the financial year ended 31st March 2025 contains qualification and clarification by the Board is as follows:
Further, pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of M/s. BP & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: 7014/2025) as Secretarial Auditors of the Company for a term of up to 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 40th AGM of the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the Company.
Brief profile and other details of M/s. BP & Associates Company Secretaries
in Practice, are separately disclosed in the Notice of ensuing AGM.
Internal Auditors
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013 and as recommended by the audit committee M/s. RVKS & Associates, Chartered Accountants, Chennai were re-appointed as the Internal Auditors of the company for the Financial Year 2024-2025
The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk-based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their
findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.
Cost records and cost audit
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activity carried out by the Company.
36. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.
37. LISTING
The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The applicable annual listing fees have been paid to the Stock Exchanges before the due dates. The Equity Shares of your Company were not suspended from trading on BSE and NSE at any point of time during the Financial Year 2024-25.
38. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013
No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.
39. PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 1, which forms part of this Report.
Further, the information pertaining to Rule 5(2) and 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the Registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at the Registered Office address or by email to investorservices@celebritygroup.com.
40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the financial year 2024-25, no unpaid or unclaimed dividend was required
to be transferred to IEPF.
41. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of W omen at the W orkplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the Financial year ended 31st March, 2025, the Company has not received any complaints pertaining to Sexual harassment of Women at the Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to
the best of their knowledge and ability, confirm that:-
a) in the preparation of the Annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed and there are no material departures;
b) they had in consultation with Statutory Auditors, selected 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 as at 31st March, 2025 and of the profit of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down adequate internal financial controls, which are adequate
and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
43. CREDIT RATING
The ratings for the Companys borrowing are available in the Corporate
Governance Report.
44. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN
EXCHANGE
A. Conservation of Energy:
The operations of the Company are not energy - intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.
B. Technology absorption : Not applicable.
C. Foreign Exchange Earnings and Outgo :
| a. Total Foreign exchange earned (FOB Value) | : | C | 135.63 Crs |
| b. Total Foreign exchange outgo | : | C | 29.68 Crs |
45. HUMAN RESOURCES AND EMPLOYEE RELATIONS
The Board of Directors commends the continued dedication of all its employees. Details of Human Resources and Employee Relations and matters incidental there to are provided in the Management Discussion and Analysis Report.
46. SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, have been duly complied by the Company.
47. MATERNITY BENEFIT
The company duly complied with the provisions relating to the Maternity
Benefit Act 1961.
48. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
Issue of equity shares with differential rights as to dividend, voting or
otherwise
Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.
the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
No instances of frauds reported by Auditors under Section 143 (12) of the
Act
There are no proceeding pending under the Insolvency and Bankruptcy
Code, 2016
There was no instance of one time settlement with any Bank or Financial
Institution.
49. ACKNOWLEDGEMENT
We wish to place on record our sincere appreciation for the support received from various Central and State Government Departments, organizations, and agencies. We would also like to acknowledge all stakeholders of the Company, viz., Shareholders, customers, dealers, vendors, banks, and other business partners for excellent support received from them during the Financial Year under review. We also express appreciation to all the employees of the Company for their commitment and continued contribution to the growth of the Company.
ANNEXURE 1 TO BOARDS REPORT
A. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) Ratio of the remuneration of each director to the median remuneration of all the employees of the company for the Financial year 2024-25
Ratio of remuneration |
|||||
Name of Director |
Designation | of | Director | to | the |
Median remuneration |
|||||
| Mr. Venkatesh Rajagopal | Chairman | - | |||
| Mrs. Rama Rajagopal | Whole Time Director | 1:41 | |||
| Mr. Vidyuth Rajagopal | Managing Director | 1:57 | |||
b) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for the Financial year 2024-25:
Name |
Designation | % increase |
| Mr. Venkatesh Rajagopal | Chairman | - |
| Mrs. Rama Rajagopal | Whole Time Director | - |
| Mr. Vidyuth Rajagopal | Managing Director | - |
| Mr. S. Venkataraghavan | Chief Financial Officer | - |
| Mr. H. Narayanarao# | Company Secretary | - |
# increase in remuneration is not given as the payment for financial year 2024-25 was only for last the year.
c) The percentage increase in the median remuneration of employees in the Financial year 2024-25: 1.92
d) The number of permanent employees on the rolls of the company as on 31st March 2025 was 2856
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration :
The Average increase in remuneration is 8% for Managerial Personnel (KMP & Senior Management) & 6.06 % for employees other than Managerial Personnel.
f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the Company
B. Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors Report for the year ended 31st March 2024 : As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given above. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees and other particulars, drawing remuneration in terms of the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company.
ANNEXURE 2 TO BOARDS REPORT
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the
Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Celebrity Fashions Limited,
SDF - IV & C 2, Third Main Road, MEPZ - SEZ,Tambaram, Chennai, 600045
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Celebrity Fashions Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Celebrity Fashions Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit.
We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Indian Terrain Fashions Limited for the financial year ended on 31st March, 2025 according to the applicable provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA) and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;
d. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation 2021 (Not applicable to the Company during the audit period)
e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
f . Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
vi. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; vii. Other laws applicable to the Company as per the representations made by the Management;
With respect to Fiscal laws such as Income Tax and Goods and Service Tax we have reviewed the systems and mechanisms established by the Company for ensuring compliances under various acts and based on the information and explanation provided to us by the management and officers of the company and also on verification of compliance reports taken on record by the Board of Directors of the Company, we report that adequate systems are in place to monitor and ensure compliance of fiscal laws as mentioned above.
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, issued by The Institute of Company Secretaries of India have been generally complied with.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above expect the following:
The Company has not given prior intimation as required under Regulation 29(1)/ (2) of SEBI (LODR) Regulation 2015 with respect alteration of date for Redemption of 50,20,900 1% Cumulative Redeemable Preference shares of C 10/- each.
In order to regularize the non -complaince, the Company on 28th May 2025 has paid a penalty of C 11, 800 (Inclusive of applicable taxes) towards the said non compliance under Regulation 29(1)/(2) of the SEBI LODR Regulation.
During the period under review there were no events which required specific compliance of the provisions of
i. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;
ii. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018
iii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2021
We further report that
The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice has been given to all directors to schedule the board meetings, agenda and detailed notes on the agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
We have relied on the representation made by the Company, its officers and Reports of the Statutory Auditor for relating to maintaince of account as required under rule 3(1) of the Companies (Accounts) rule 2014, statutory payment due, systems and mechanism framed by the Company for the compliance under other Acts, Laws And Regulations applicable to the Company.
We report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the following significant events have taken place:
1. The Board had initially approved the issuance and allotment of equity shares through preferential issue on 08th January 2025. Subsequently, the proposal was withdrawn by the Board at its meeting held on 28th January 2025, considering operational and strategic factors.
2. The Company has issued and allotted 31,26,339 fully paid-up equity shares at an issue price of Rs. 16.06/- i.e face value of Rs. 10/- each and preminum of Rs. 6.06/- each to Paradisal Precision Private Limited –(Body Corporate) Public Category by way of Preferentail allotment on private placement basis on 06th March 2025.
3. Early redemption of 50,20,900 (Fifty Lakhs Twenty Thousand Nine Hundered only) 1% Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten each),allotted to State Bank of India approved passed by the Board of Directors on 24th March 2025.
4. The Changes in the Composition of the Board of Directors of the Company:
| S. | Name of the Director | Designation | Changes | Date |
| No | of Event | |||
| 1. | Mr. Vidyuth Rajagopal | Managing | Re-appointment | 24th June |
| (DIN: 07578471) | Director | for period | 2024 | |
| of 3 years | ||||
| 2. | Mr. Sanjiv Dewan | Non-Executive | Change in | 24th June |
| (DIN: 01160371) | Indpendent | Designation | 2024 | |
| Director | ||||
| 3. | Mr. Jandhyala Suresh | Additional (Non- | Appointment | 15th June |
| (DIN:10664467) | Executive | 2024 | ||
| Independent) | ||||
| Director | ||||
| 4. | Mr. Krishnamurthy | Independent | Retirement | 31st July |
| Sridhar | Director | (Completion | 2024 | |
| (DIN: 02916536) | of Tenure) | |||
| 5. | Mr. Jandhyala Suresh | Independent | Change in | 16th Sept. |
| (DIN:10664467) | Director | Designation | 2024 | |
| 6. | Mrs. Rama Rajagopal | Whole-Time | Re-appointment | 16th Sept. |
| (DIN:00003565) | Director | for period | 2024 | |
| of 3 years | ||||
| 7. | Mr. Manoj Mohanka | Independent | Re-appointment | 16th Sept. |
| (DIN:00128593) | Director | for second | 2024 | |
| term of 5 years |
5. The Changes in Composition of the Key managerial Personnel of the Company:
| S. | Name of the Key | Designation | Appointment/ | Date |
| No | Managerial Personnel | Resignation | of Event | |
| 1. | Mr. D. Hem Senthil | Compliance | Resignation | 03rd May |
| Raj | officer | 2024 | ||
| (Membership No: | ||||
| F83366) | ||||
| 2 | Mr. H. Narayanarao | Compliance | Appointment | 29th May |
| (Membership No: | officer | 2024 | ||
| A47309) |
‘ANNEXURE A
To
The Members,
Celebrity Fashions Limited
SDF - IV & C 2, Third Main Road, MEPZ - SEZ,Tambaram, Chennai, 600045
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Account of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on a test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
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