BOARD'S REPORT
To The Members of Cravatex Limited
Your Directors are pleased to present the 73rd (Seventy Third) Annual Report
on the business and operation of your Company together with the Audited Financial
Statements of the Company including Audited Balance Sheet and the Statement of Profit and
Loss for the financial year ended 31st March, 2025.
|
Current Year |
Previous Year |
|
Rupees in Lacs |
Rupees in Lacs |
FINANCIAL HIGHLIGHTS |
|
|
Earnings before Finance Cost, Depreciation and Taxation |
684.51 |
509.01 |
Less : Finance Cost |
40.48 |
39.62 |
Less : Depreciation |
104.98 |
133.99 |
Profit (Loss) before Tax |
539.05 |
335.40 |
Tax Expense |
|
|
Current Tax |
(22.49) |
(13.39) |
Deferred Tax |
(8.82) |
11.61 |
Taxes of Earlier years |
(21.43) |
20.19 |
Profit (Loss) after Taxation |
486.31 |
353.81 |
Other Comprehensive Income / (Loss) |
(3.55) |
3.64 |
Total Comprehensive Income / (Loss) |
482.76 |
357.45 |
STATEMENT OF COMPANY AFFAIRS
As stated elsewhere, revenue from textile trading recorded a significant increase
during the year over the previous year. After the increased activity up to third quarter
of the year, the trading moderated due to post festival season. As regards the Income from
lease, the same has been steady as per the terms of lease agreement with reputed lessees.
Other income recorded increase of around 28% on account of higher dividends received from
the overseas subsidiary BB (UK) Ltd. Despite increase in other expenses, mainly
professional, legal and consultancy charges there has been increase in overall profit.
DIVIDEND
The Directors are pleased to recommend final dividend of Rs.12.50 (125%) per equity
share of Rs.10/- each for the financial year 2024-25, subject to tax deduction at source.
The total outflow on this dividend account will be Rs.323.02 lakhs.
EQUITY SHARE CAPITAL
The total issued, subscribed and fully paid up equity share capital of the Company
listed on BSE as on 31st March, 2025 was Rs.2,58,41,600/- divided into
25,84,160 equity shares of Rs. 10/- each.
TRANSFER TO RESERVES
The Company has not transferred any amount to the general reserves during the financial
year under review.
DEPOSITS
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013
during the financial year ended 31st March, 2025 and accordingly, there were no
unclaimed deposits or default in repayment of deposits or payment of interest thereon at
the end of the financial year.
INSURANCE
The fixed assets of the Company have been adequately insured during the financial year
under review.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Rohan Batra (DIN 02574195) is retiring by rotation and, being eligible, offers
himself for re-appointment.
Mr. Rajesh Batra (DIN 00020764) was re-appointed as the Managing Director of the
Company to hold office for a period of 3 (three) years from 1st June, 2025 to
31st May, 2028.
The Members of the Company by way of a special resolution have approved the
continuation of Mr. Rajesh Batra (DIN 00020764) as the Managing Director of the Company on
attaining the age of 70 years till the expiry of his present term on 31st May,
2025 and for a period of 3 (three) years from 1st June, 2025 to 31st
May, 2028.
Ms. Rina Suresh Deora (DIN 00774812) was appointed as an Additional Independent
Director of the Company to hold office for a period of 5 (five) years from 20th
May, 2025 to 19th May, 2030, subject to approval of the Members.
Ms. Pheroza Jimmy Bilimoria (DIN 00191386), Mr. Satyan Shivkumar Israni (DIN 01174081),
Mr. Nakul Toshniwal (DIN 00350112) and Ms. Rina Suresh Deora (DIN 00774812), Independent
Directors, have registered themselves for inclusion of their name in the Independent
Directors Data Bank of The Indian Institute of Corporate Affairs. In the opinion of the
Board the said Independent Directors have the integrity, expertise and experience as
Independent Directors in the Company.
The Company conducts familiarization programs for Independent Directors with regard to
their roles, rights, responsibilities towards the Company. Detailed presentations are made
to the Board and its Committees from time to time on various matters such as business,
regulatory issues, litigations etc.
There was no appointment or cessation of the Key Managerial Personnel (KMP) during the
financial year ended 31st March, 2025.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The details pertaining to the composition of audit committee are included in the
Corporate Governance Report, which forms part of this report.
SUBSIDIARY
BB (UK) limited (BBUK) is a 100% subsidiary of the company incorporated in the United
Kingdom. The Company operates a license of FILA brand for specific distribution in the UK
and the Middle East. It also has license for the Sergio Tacchini brand in the UK. During
the year under review the turnover dropped from GBP 19.30 million in the previous year to
GBP 15.70 million. The major reasons were steep fall in FILA branded goods in the middle
east as well as less sourcing revenue from FILA's global licenses. The brand is
experiencing headwinds in most parts of the world. With a tight control on costs, the
Company was able to maintain its bottom line. The profit after tax at GBP 361,000 was
about 10% higher than the previous year.
The salient features of the financial statement of the subsidiary is set out in the
prescribed Form AOC-1 as Annexure IV, which forms part of the board report.
The financial statement of the subsidiary for the financial year ended 31st
March, 2025 will be kept open for inspection for the Members at the website of the Company
at https://cravatex.com/investor-relations/BBUK-Financial-Statements-2024-25.pdf upto and
including the date of the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Directors state 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 judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(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.
CORPORATE GOVERNANCE
Your Company have taken all the necessary steps for ensuring compliance of all
mandatory provisions of Corporate Governance in terms of Regulation 4(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on
Corporate Governance is incorporated as a part of the Annual Report along with a
Certificate from a Practicing Company Secretary.
As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified
therein shall not apply, in respect of a listed entity having paid up equity share capital
not exceeding rupees 10 crores and net worth not exceeding rupees 25 crores, as on the
last day of the previous financial year. Further, once the above regulations become
applicable to a listed entity, they shall continue to remain applicable till such time the
equity share capital and the net-worth of such entity reduces and remains below the
specified threshold for a period of 3 consecutive financial years.
The paid-up equity share capital and net-worth of the Company has remained below the
specified threshold for a period of 3 consecutive financial years i.e 2022-23, 2023-24 and
2024-25. Accordingly, the corporate governance provisions as specified therein shall not
be applicable to the Company from FY 2025-26 onwards. When the corporate governance
provisions mentioned in Regulation 15(2) becomes applicable to the Company at a later
date, the Company shall ensure compliance with the same within six months from such date.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with
The Companies (Accounts) Rules, 2014, is given in the Annexure I to this Report.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business carried on by the Company and of its
Subsidiaries. The Company has not changed the class of business in which the Company has
interest.
MATERIAL CHANGES AND COMMITMENTS
There have been no significant material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
CONSOLIDATED ACCOUNTS
The Company had adopted the Indian Accounting Standards (IND AS) from 1st
April, 2017, and accordingly, the consolidated financial statements have been prepared in
accordance with the recognition and measurement principles in IND AS Interim Financial
Reporting and those prescribed under the Companies Act, 2013 read with the relevant rules
issued thereunder and the other accounting principles issued by the Institute of Chartered
Accountants of India.
ANNUAL RETURN
The annual return in Form MGT-7 referred to in Section 92(3) of the Companies Act, 2013
is placed on the website of the Company at
http://cravatex.com//investor-relations/annual-return-2024-25.pdf.
PARTICULARS OF THE EMPLOYEES
The Information required under Section 197(12) of the Companies Act, 2013 read with
rules made thereunder is included in the board report as Annexure II and forms part of
this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, an annual performance evaluation of the
Board is undertaken. The Board formally assesses its own performance with an aim to
improve the effectiveness of the Board and the Committees. During the year, the evaluation
was completed by the company. A structured questionnaire was prepared after taking into
consideration the various aspects of the Board functioning, composition and the Board and
its committees, culture, execution and performance of specific duties, obligations and
governance.
In case of Independent Directors, the performance evaluation was undertaken based on
various criteria such as their delivery, contribution to the Board/Committees, attendance
at the respective meetings, sharing of best practices, engaging with top management team
etc.. The performance of the Chairman and Non-Independent Directors were also carried out
by the Independent Directors.
As an outcome of the above exercise, it was noted that the functioning of the Board as
a whole, Independent Directors, Non Independent Directors and the Chairman was
satisfactory and well conducted.
NUMBER OF BOARD MEEETINGS
The Company held 4 (four) Board Meetings during the Financial Year 2024-25. These were
on 24th May, 2024, 12th August, 2024, 13th November, 2024 and 10th
February, 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under section 186 of the Companies
Act, 2013 are given in the notes to the financial statement.
WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy as part of mechanism to provide a fair
avenues to the Directors and employees for reporting genuine concerns or grievances on any
issue which is perceived to be in violation/conflict with the Code of the Company. The
Policy has been posted on the website of the Company.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of the SEBI (LODR) Regulations, 2015, the Remuneration Policy has been formulated and
adopted by the Board. The salient features are as follows:
PURPOSE OF THE POLICY
(a) To provide guidelines to the Board while identifying persons for appointment as
directors / for positions in senior management
(b) To identify and evaluate the suitability of persons for recommending them to the
Board for their appointment as directors including managing directors and executive
directors, as also persons who may be appointed in senior management positions.
(c) To recommend to the Board the Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
The terms of remuneration shall be based keeping in view various aspects including
qualifications, experience, performance, commitment, leadership skills, etc.
(d) To devise plans from time to time to motivate, retain and promote talent so as to
ensure long term continuity of such personnel and in the process creating competitive
advantage for the Company.
ROLE OF THE COMMITTEE
(a) To identify persons who are suitable for appointment as directors.
(b) To recommend the remuneration policy for the directors, KMP and senior management.
(c) To formulate the criteria for evaluation of Independent Directors and the Board; (d)
To devise a policy on Board diversity.
(e) To disclose the remuneration policy and the evaluation criteria in its Annual
Report.
(f) To recommend Board about the appointment and removal of directors.
(g) While formulating such a policy the Committee shall ensure that:
the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the company
successfully;
relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
The entire policy is also disseminated on the website of the Company at
http://cravatex.com/investor-relations/Nomination-and-Remuneration-Policy.pdf.
RELATED PARTY TRANSACTIONS
All related party transactions are placed before the audit committee and board for
approval in compliance with regulatory requirement and a healthy corporate discipline.
The Company has not entered into any contract/arrangement/transaction with its related
parties, which is not in the ordinary course of business or not at arm's length during the
financial year 2024-25. There are no material contract/arrangement/transaction with
related parties at arms length basis during the year under review. Accordingly, the
disclosure relating to Form AOC-2 is not attached separately.
The Company has laid down policies and processes/procedures so as to ensure compliance
to Section 188 of the Companies Act, 2013 and the corresponding Rules. The details of
related party transactions for the financial year 2024-25 are provided in Note 34 of the
audited financial statements.
There are no transactions during the financial year under review with any person or
entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in
the Company.
The Company's Policy on Materiality of related party transactions and dealing with
related party transactions is available on the Company's website at
http://cravatex.com/investor-relations/Policy-on-Materiality-of-Events.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013, Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 of the SEBI (LODR)
Regulations, 2015, the Company had appointed M/s. Hemanshu Kapadia & Associates,
Practicing Company Secretary, to conduct the Secretarial Audit for the financial year
2024-25. The secretarial audit report is included as Annexure III and forms a part of this
report.
CORPORATE SOCIAL RESPONSIBILITY
Since the company not being a specified class of Company, the provisions of Section 135
of the Companies Act, 2013 were not applicable to the Company during the financial year
2024-25.
Consequent to the net profits for the financial year 2024-25 exceeding Rs.5 crores, the
provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 will be applicable to the Company for the financial
year 2025-26.
INTERNAL CONTROL SYSTEMS
Objective evaluation of adequacy and efficiency of internal controls and systems are
done by qualified audit firm and monitored closely by the top management. Present control
systems are considered as adequate for the size of business including internal financial
controls with reference to financial statement and operating effectively.
RISK MANAGEMENT
The risks that the Company is exposed to in the normal circumstance and the measures
taken by the Company to tackle the same are as follows:
Sr. No. Risk Description |
Key Risk Matrix |
Mitigation Measure |
1 Destruction of properties and assets due to fire etc |
Loss of assets resulting in financial loss. |
Comprehensive insurance is taken and monitored from time to time for
adequacy. |
2 Loss of income from office premises |
Fall in rentals in the market, Premises falling vacant |
A duly registered Leave and License is contracted with reputed
Licensee for a certain period. |
AUDITORS' REPORT
There are no frauds reported by the auditors under Sub-section (12) of Section 143 of
the Companies Act, 2013.
There are no qualifications, reservation, adverse remark or disclaimer made by the
Auditors of the Company in his report and by the Company Secretary in Practice in his
secretarial audit report under Section 134(3)(f) of the Companies Act, 2013.
STATUTORY AUDITORS
M/s. GPS and Associates, Chartered Accountants, Mumbai (Firm Regd. No. 121344W) were
appointed as the Statutory Auditors of the Company in the 70th Annual General
Meeting of the Company to hold office for a second term from the conclusion of the 70th
Annual General Meeting until the conclusion of the 75th Annual General Meeting.
The said Statutory Auditor shall hold office until the conclusion of the 75TH
Annual General Meeting to be held in the year 2027.
PREVENTION OF SEXUAL HARASSMENT
The Company encourages and supports Women employees at work place in terms of their
safety and protection.
Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 every specified Company is required to adopt policy for prevention of
Sexual Harassment of Women at workplace set up an Internal Complaints Committee to look
into complaints relating to sexual harassment at work place of any women employee. As the
number of employees in the Company is less than ten, it is not mandatory to adopt policy
for prevention of Sexual Harassment of Women at workplace and set up Committee for
implementation of said policy. However, the spirit of the regulation is taken note of in
case of any event for appropriate action in the interest of a healthy corporate
governance. There were no complaints of sexual harassment received, disposed or pending
during the financial year.
TRANSFER OF UNCLAIMED SHARES TO IEPF
Section 124(6) of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment
Rules, 2017 and General Circular No.12/2017 dated 16th October, 2017,
stipulated that shares on which dividend has not been paid or claimed for 7 consecutive
years or more are to be transferred to the Investor Education and Protection Fund (IEPF),
a Fund constituted by the Government of India under Section 125 of the Companies Act,
2013.
As the Company had not declared any dividend for the financial year ended 31st
March, 2017 there was no unclaimed shares for the said financial year to be transferred to
the Investor Education and Protection Fund (IEPF) of the Central Government in terms of
the provisions of Section 125 of the Companies Act 2013 in financial year 2024-25.
SECRETARIAL STANDARDS
The Company has complied with all the applicable secretarial standards issued by The
Institute of Company Secretaries of India and notified by the Central Government.
COST RECORDS
As per Section 148(1) of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the maintenance of cost records is not mandated for the Company.
OTHER DISCLOSURES
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
There is nothing to report regarding difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
There is nothing to report regarding voting rights which are not directly exercised by
the employees in respect of shares for the subscription/purchase of which loan was given
by the Company as there is no such scheme as envisaged under Section 67(3) of the
Companies Act, 2013.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation for the efforts, hard work,
dedication and commitment put by employees at all levels as also for the valuable support
extended by the Members, Bankers and other business associates.