We are pleased to present the 35th Board's Report of S R Industries
Limited (the Company) for the financial year 2024-25. This report marks a significant
milestone in the Company's journey, reflecting our commitment to transparency, governance,
and strategic growth.
As already informed in the previous Board Report, S R Industries
Limited emerged out from the Corporate Insolvency Resolution Process (CIRP) in the month
of July 2024 with Bazel International Limited (BIL) along with its associate Promoters
being the Successful Resolution applicant (SRA), following the approval of the Resolution
Plan by the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench. This approval
paved the way for a comprehensive restructuring and revitalization of the Company.
Subsequently, in November 2024, the Company appointed a new team of
Board of Directors, bringing together a team of experienced professionals dedicated to
steering the Company towards sustained growth and value creation. The Board has since
undertaken a thorough review of the Company's operations, financial health, and strategic
direction, ensuring alignment with our long-term objectives.
This report outlines the Company's performance, key initiatives
undertaken during the year, and our strategic plans moving forward. We remain committed to
enhancing shareholder value and contributing positively to the economic landscape.
We extend our gratitude to all stakeholders, including employees,
shareholders, creditors, and regulatory authorities, for their continued support and trust
in S R Industries Limited.
FINANCIAL PERFORMANCE
The standalone financial statements for the financial year ended 31st
March, 2025, forming part of this Annual Report, have been prepared in accordance with
Companies Act, 2013 ("the Act") and the relevant rules issued thereunder, the
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements),
Regulations, 2015 ("SEBI Listing Regulations") and applicable Indian Accounting
Standards:
(Rs. in Hundred)
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
0.00 |
0.00 |
| Other Income |
840.00 |
15,482.78 |
| Total Income of the company |
840.00 |
15,482.78 |
| Less: Depreciation/ Amortisation/ Impairment |
0.00 |
0.00 |
| Less: Finance Costs |
2137.75 |
0.00 |
| Profit/(loss) before Exceptional items and
Tax Expense |
(86,624.48) |
(10,002.90) |
| Add/(loss): Exceptional items |
0.00 |
0.00 |
| Profit /(loss) before Tax Expense |
(86,624.48) |
(10,002.90) |
| Less: Tax Expense (Current & Deferred) |
(10.00) |
0.00 |
| Profit/(loss) for the year (1) |
(86,634.48) |
(10,002.90) |
| Other Comprehensive Income (2) |
0.00 |
0.00 |
| Total Comprehensive Income (1+2) |
(86,634.48) |
(10,002.90) |
As on date, the Company has rehabilitated from CIRP and new management
has taken the charge over the Company. BIL along with its associates has paid full amount
as proposed in the plan. NCLT has passed order dated 1st July, 2024.
Pursuant to abovementioned NCLT order New Directors have been appointed
on the Board and structuring of new shareholders is under process for which coordination
with RP, RTA, CDSL and NSDL is undergoing.
? Pursuant to the implementation of the approved Resolution Plan under
the Corporate Insolvency Resolution Process (CIRP), the capital structure of the Company
has been revised. As part of the Resolution Plan, Bazel International Limited has become
the Holding Company of S R Industries Ltd.
In accordance with the approved plan, the Company was required to allot
1,96,73,500 equity shares to the Promoter & Promoter Group and to the public. Out of
this total allotment:
? 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter
& Promoter Group.
? 5%, i.e., 9,83,675 equity shares, were allotted to the public
shareholders.
The detailed shareholding structure is as follows:
| Sr.No. Name |
No. of holding |
% of holding |
| Promoter and Promoter Group holding: |
|
|
| 1. BAZEL INTERNATIONAL LIMITED |
98,56,424 |
50.10% |
| 2. SAM REALTOWN PRIVATE LIMITED |
19,67,350 |
10.00% |
| 3. AMS INFRASTRUCTURE PRIVATE LIMITED |
17,70,615 |
9.00% |
| 4. MASATYA TECHNOLOGIES PRIVATE LIMITED |
35,21,556 |
17.90% |
| 5. Mr. KAPIL GARG |
5,90,205 |
3.00% |
| 6. EXPERTPRO REALTY PRIVATE LIMITED |
9,83,675 |
5.00% |
| Public Holding: |
|
|
| 1. Public Holding |
9,83,675 |
5.00% |
|
1,96,73,500 |
100.00% |
COMPANY OVERVIEW
The Company was a prominent player in India's footwear manufacturing
sector and has a three-decade long existence to boast of in the footwear Industry. The
Company successfully emerged from the Corporate Insolvency Resolution Process (CIRP) in
July 2024. The Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench, approved
the resolution plan, paving the way for the company's rehabilitation and restructuring.
Following the CIRP, SRIL underwent significant restructuring, including
the reorganization of its share capital and shareholding. Bazel International Limited
(BIL) emerged as the new holding company, assuming control over SRIL's operations. This
transition has been instrumental in revitalizing the company's management structure and
operational strategies.
With the new professional management at the helm of affairs, SRIL is
focused on capturing its market share and consumer trust. Although business activities
were paused during the CIRP period, the company is now planning to launch new footwear
brands targeting the Indian youth demographic. These initiatives aim to capture the
growing demand for fashionable and affordable footwear among young consumers.
The Indian footwear industry is experiencing robust growth, driven by
factors such as rising disposable incomes, increased fashion consciousness, and a shift
towards branded products. SRIL is strategically positioning itself to leverage these
trends by introducing innovative products that resonate with the preferences of the youth
segment.
In this regard, the Company has forayed into the footwear segment with
the launch of its new brand, "Pacalop". Positioned as a bold and playful
flip-flop brand, Pacalop is crafted to appeal to modern youth especially millennials and
Gen Z who value individuality, functionality, and style.
Pacalop aims to disrupt the traditional footwear landscape by offering
a unique blend of vibrant aesthetics, everyday comfort, and long-lasting durability. The
brand embodies a forward-thinking, approachable identity centered around authenticity and
self-expression.
With a digital-first marketing strategy, Pacalop will utilize quirky,
engaging campaigns and community-driven interactions to build a strong connection with its
audience. This approach is aligned with the broader market shift towards personalized,
experience-focused, and purpose-led brands.
Management believes that Pacalop holds strong potential to gain market
share by addressing the evolving tastes and preferences of today's youth. The brand
is expected to strengthen the Company's presence in the fashion-forward footwear
segment and drive sustainable growth in the youth lifestyle market.
RESULT OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS
During the year under review, the Company did not undertake any
substantial business operations, as it was undergoing a transitional phase following the
successful completion of the CIRP.
Post-resolution, the management has been focused on the strategic
revival and restructuring of the Company's operations. As part of its turnaround
strategy, the Company has forayed into the digital commerce and online marketing space,
aiming to tap into new-age consumer behaviour and evolving market trends.
To initiate business operations and re-establish its market presence,
the Company has launched a new brand, signalling its commitment to innovation,
adaptability, and sustainable growth. This initiative reflects a renewed vision to align
the Company's future with consumer-centric, technology-driven, and scalable business
models.
The management remains optimistic about the Company's prospects
and is committed to implementing progressive strategies to restore stakeholder value and
achieve long-term operational stability.
ENTRY AGAIN INTO FOOTWEAR MARKET AND LAUNCH OF NEW BRAND
"Pacalop" During the year under review, as part of the
Company's strategic revival plan post its successful exit from the Corporate
Insolvency Resolution Process (CIRP) (which was in effect from December 2021 to July
2024), the Company has ventured into the footwear market with the launch of its new brand,
"Pacalop."
Pacalop is positioned as a bold, youthful, and playful flip-flop brand
specifically designed to appeal to the modern youth, particularly millennials and Gen Z
consumers, who value individuality, practicality, and fashion-forward styles. The brand
aims to disrupt the conventional footwear market by offering products that seamlessly
combine vibrant aesthetics with comfort and durability.
The identity of Pacalop is centered on a forward-thinking,
approachable, and authentic persona, with a strong focus on self-expression and
creativity. The Company has adopted a digital-first marketing approach for Pacalop,
supported by quirky, engaging campaigns and community-driven initiatives, to establish a
loyal customer base and foster brand affinity.
The launch of Pacalop is well aligned with the emerging consumer trend
towards personalized, experience-oriented, and purpose-driven brands. The management
strongly believes that Pacalop holds significant growth potential and is well-positioned
to capture market share by catering to the evolving preferences of today's youth. The
brand is expected to strengthen the Company's presence in the fashion-forward
footwear segment and contribute meaningfully to its long-term growth and profitability.
The Board remains optimistic about the future performance of Pacalop
and is committed to supporting the brand's growth through strategic investments in
product development, marketing, and digital engagement.
RESERVES
During the financial year 2024 25, as the Company did not earn any
profit, no amount was transferred to the reserves.
CASH AND CASH EQUIVALENTS
As on 31st March, 2025, the Company is having cash and cash equivalents
balance of Rs.16.53/- lakhs.
NET WORTH OF THE COMPANY
As on 31st March, 2025, the Company is not engaged in any business
activity and the Net worth of the Company of Rs. 1207.24/-.
DIVIDEND
As the Company is yet to resume its operations and requires a
considerable amount of expenditure to be incurred for the same, the management after
considering holistically the relevant circumstances and keeping in view the Company's
financial position has decided not to recommend any dividend for financial year 2024-25.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
The following material changes and commitments affecting financial
position between the end of the financial year and date of this report:
? Hon'ble NCLT Chandigarh has passed the order dated 1st July,
2024; resolution plan was approved pursuant to that new Board is duly appointed.
? The Board of Directors, at its meeting held on 4th February, 2025,
approved the allotment of 1,96,73,500 (One Crore Ninety-Six Lakh Seventy-Three Thousand
Five Hundred) equity shares to the new promoter and members of the public pursuant to the
order dated 01.07.2024 of Hon'ble National Company Law Tribunal, Chandigarh Bench
(NCLT).
? Rs. 11,70,00,000/- fresh funds were infused by Bazel International
Ltd. (Resolution Applicant).
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the
year under review.
CHANGE OF NAME OF THE COMPANY
During the year under review, the Company successfully emerged from the
Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and
Bankruptcy Code, 2016, pursuant to the approval of the Resolution Plan by the Hon'ble
National Company Law Tribunal, Chandigarh Bench. Following the implementation of the
Resolution Plan, the Company has undergone significant changes in its management,
shareholding structure, and business strategy.
In line with the new management's vision and the Company's
strategic repositioning, the Board of Directors has proposed to change the name of the
Company from "S R Industries Limited" to "Arur Footwear Limited" to
reflect the transformation and signify a fresh identity post-CIRP. The proposed new name
aligns with the Company's future direction and growth strategy, clearly
distinguishing it from its previous challenges and operations. The Board of Directors has
approved the alteration of the Name Clause in the Memorandum of Association (MOA) to give
effect to the change of name. It is pertinent to note that the object clause of the
Company shall remain unchanged, and the core business activities will continue as per the
existing objectives. All other clauses of the MOA shall also remain unaltered. The
proposed change of name will not affect the Company's existing rights, obligations,
or ongoing legal proceedings initiated under its previous name. All contracts, agreements,
and commitments entered into by the Company under its existing name will continue to be
valid and enforceable. The proposed name is the subject to the approval from BSE and the
shareholders for this proposed change, which is a key step towards establishing the
Company's new identity and long-term vision.
CHANGES IN CAPITAL STRUCTURE
During the period under review, there was no change in the capital
structure of the Company.
Pursuant to the Approved Resolution Plan, the Issued, Subscribed, and
Paid-up Share Capital of the Company, as on March 31, 2025, stood at Rs. 19,67,35,000/-,
divided into 1,96,73,500 equity shares of Rs. 10/- (Rupees Ten Only) each, fully paid-up.
In accordance with the Resolution Plan approved under the Corporate
Insolvency Resolution Process (CIRP), the Company allotted 1,96,73,500 equity shares to
the Promoter & Promoter Group and the public. The allotment structure is as follows:
? 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter
& Promoter Group.
? 5%, i.e., 9,83,675 equity shares, were allotted to the public
shareholders.
This allotment marks the post-CIRP restructuring of the Company's
equity base in accordance with the terms of the approved Resolution Plan.
AUTHORISED CAPITAL OF THE COMPANY
Equity Share
As on 31st March, 2025, Authorised Equity share capital Rs.
21,50,00,000/- divided into 2,15,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.
Preference Share
As on 31st March, 2025, Authorised 8% Non-Cumulative Redeemable
Preference Shares of Rs. 15,00,00,000/- divided into 1,50,00,000 8% Non-Cumulative
Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each.
Paid-up Equity Share Capital
As on 31st March, 2025, Issued, Subscribed and Paid-up Capital of the
Company is Rs. 19,67,35,000/- divided into 1,96,73,500 Equity Shares of Rs. 10/- (Rupees
Ten Only) each.
During the statutory audit for the financial year 2024 2025, the
Statutory Auditors provided clarification regarding the classification and disclosure of
3,504 (Three Thousand Five Hundred Four) partly paid-up equity shares. In accordance with
the terms of the Approved Resolution Plan, these shares are to be treated as fully paid-up
equity shares. The Company has taken note of this clarification and will ensure
appropriate classification and disclosure in the financial statements, in compliance with
the applicable accounting standards and regulatory requirements.
HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiaries or associate company as on
31st March, 2025, so there is no requirement of statement in Form: AOC-1, under section
129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.
The Company underwent a Corporate Insolvency Resolution Process (CIRP)
pursuant to the order of the Hon'ble National Company Law Tribunal (NCLT), Chandigarh
Bench, dated December 21, 2021. Upon successful completion of the CIRP, Bazel
International Limited, along with its associate promoters, emerged as the Successful
Resolution Applicant (SRA).
Following the approval of the Resolution Plan, S R Industries Limited
became a subsidiary of Bazel International Limited. Accordingly, the management and
control of the Company have been transferred to Bazel International Limited, which will
now oversee its operations and strategic direction. This acquisition is expected to create
new opportunities and drive future growth for the Company. As part of the Resolution Plan,
the Company has allotted 98,56,424 equity shares, representing 50.10% of its total paid-up
share capital, to Bazel International Limited. Consequently, Bazel International Limited
is now recognized as the holding company of S R Industries Limited.
RELATED PARTY TRANSACTIONS
During the period under review, the Company successfully emerged from
the Corporate Insolvency Resolution Process (CIRP) and has since been undergoing a phase
of operational and financial rehabilitation. In accordance with the approved Resolution
Plan, Bazel International Limited (BIL), the Successful Resolution Applicant and now the
holding company, has committed to supporting the Company's revival and growth
initiatives. As part of this commitment, BIL is providing financial assistance in the form
of working capital loans and other necessary support.
Consequently, certain Related Party Transactions (RPTs) have arisen
between the Company and BIL. These transactions are essential for ensuring the smooth
functioning of the Company's operations and maintaining adequate liquidity for
business continuity. All such transactions have been reviewed and duly approved by the
Audit Committee and the Board of Directors, after confirming that they are in the ordinary
course of business and carried out on an arm's-length basis.
Pursuant to the requirements of Form AOC 2, which mandates disclosure
of material contracts or arrangements with related parties, the details of such material
related party transactions for the Financial Year ended 31st March, 2025, are provided in
Annexure 'A' to this Report. These disclosures are made in the interest of transparency
and good corporate governance.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of its assets, the prevention of and detection of fraud and errors,
the accuracy & completeness of the accounting records and the timely preparation of
reliable financial disclosures.
DIRECTOR AND KEY MANAGEMENT PERSONNEL ("KMP")
As on the 31st March, 2025, the Composition of the Board of Directors
is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the
Listing Regulations with an optimum combination of Executive Director, Non-Executive
Non-Independent Directors, Independent Directors and Women Director. The Company Board has
Five members, one is Managing Director, one is executive director and three are
independent Director.
In terms of the requirement of the SEBI Listing Regulations, the Board
has identified core skills, expertise, and competencies of the Directors in the context of
your Company's business for effective functioning. The key skills, expertise and core
competencies of the members of Board are detailed in the Board of Directors section of
Annual Report.
APPOINTMENT OR REAPPOINTMENT OF DIRECTORS AND KMPS
DIRECTOR RETIRE BY ROTATION OR REAPPOINTMENT
Pursuant to the Section 152(6) of the Act read with the Articles of
Association of the Company, Mr. Manish Kumar Gupta, Director (DIN: 05331936) of the
Company will retire by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment. The Board has recommended his reappointment to
shareholders.
APPOINTMENT AND RESIGNATION OF MANAGING DIRECTOR AND DIRECTORS
APPOINTMENT OF DIRECTORS
During the year under review, as the Company rehabilitate from CIRP and
in this regard new management was appointment on the Board in the Board meeting held on
22.11.2024 except appointment of Mr. Pankaj Dawar (DIN: 06479649) and Mr. Manish Kumar
Gupta (DIN: as Additional Director by Resolution Professional in 18 September, 2024,
required details are here;
? Mr. Pankaj Dawar (DIN: 06479649) and Mr. Manish Kumar Gupta (DIN:
05331936) appointed w.e.f 18 September, 2024 and
? Ms. Deepti Datta (DIN: 10842930); Mr. Deepak Logani (DIN: 10842487);
and Mr. Sanjeev Kumar Sapra (DIN: 10842495) as Director w.e.f. 22 November, 2024.
APPOINTMENT OF KMPs
During the year under review, as the Company rehabilitate from CIRP and
in this regard KMPs after CIRP in the Board in the meeting held on 22.11.2024, required
details are here:
Mr. Manish Kumar Gupta (CFO),
Mr. Shivam Sharma (Company Secretary & Compliance Officer) and
Mr. Pankaj Dawar (Managing Director) appointed w.e.f 22 November, 2024.
RESIGNATION OF DIRECTORS AND KMPs
As the company was in CIRP since 2021 and during the CIRP all the power
suspended by the Hon'ble NCLT, Chandigarh Bench and vested with Resolution
professional appointed by the Hon'ble NCLT, in this regard as per approved resolution
plan approved on 01 July, 2024 the previous Board of directors has resigned from the Board
w.e.f. 06 December, 2024, required details are here:-
? Mr. Udit Mayor (DIN: 02425273) Director,
? Mr. Munish Mahajan (DIN: 00818243), Managing Director,
? Mrs. Sanjeeta Mahajan (DIN: 00818293) Director,
? Mr. Amit Mahajan (DIN: 00038593) Whole Time Director & CFO,
? Mr. Gaurav Jain (DIN: 08906400) Director and
? Mrs. Anu Kumari (DIN: 08870494) Director.
INDEPENDENT DIRECTORS
In addition, the Company having the following Independent Directors as
on March, 2025: -
1. Ms. Deepti Datta (DIN: 10842930);
2. Mr. Deepak Logani (DIN: 10842487) and
3. Mr. Sanjeev Kumar Sapra (DIN: 10842495).
The Company has received declarations from all Independent Directors
confirming that they meet the independence criteria as stipulated under Section 149(6) of
the Act and the SEBI Listing Regulations. They have duly registered with the Independent
Director's Database maintained by the Indian Institute of Corporate Affairs (IICA).
In the Board's opinion, these Independent Directors satisfy the prescribed conditions
and are independent of the Management.
KEY MANAGERIAL PERSONNEL
As at the date of this report, the Key Managerial Personnel of the
Company include:
Mr. Pankaj Dawar, Managing Director;
Mr. Manish Kumar Gupta, Director and Chief Financial Officer; and
Mr. Shivam Sharma, Company Secretary and Compliance Officer.
FAMILIARISATION PROGRAMME
In terms of Regulation 25(7) of the Listing Regulations, the Company
familiarizes its Directors about their role and responsibilities at the time of their
appointment through a formal letter of appointment. Sessions are conducted in the meetings
of the Board and its various Committees on the relevant subjects such as strategy,
Company's performance, financial performance, internal financial controls, risk
management, plant's performance, retail, products, finance, human resource, capital
expenditure, CSR, statutory and regulatory Compliances etc. All efforts are made to keep
the Independent Directors aware of major developments being taken place in the industry,
the Company's business model and relevant changes in the law governing the
Company's business and the related link of the familization programme is
https://www.srfootwears.co.in/dur46.
DETAILS OF BOARD MEETINGS
During the Financial Year 2024 25, the Board of Directors met five
times. The details of these meetings are provided in the Report on Corporate Governance,
which forms part of this Annual Report.
The time gap between any two consecutive Board meetings was in
compliance with the provisions of the Companies Act, 2013, Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial
Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI).
As the Company was under the Corporate Insolvency Resolution Process
(CIRP), the new management was appointed in November 2024 pursuant to the approval of the
Resolution Plan. Accordingly, the Board of Directors convened meetings post their
appointment and ensured compliance with all applicable statutory requirements.
COMMITTEES OF THE BOARD
During FY24-25, the Board had 3 (three) Committees, namely:
i) Audit Committee;
ii) Nomination and Remuneration Committee;
iii) Stakeholders' Relationship Committee;
All the recommendations made by the Committees of the Board including
the Audit Committee were accepted by the Board. A detailed update on the Board, its
composition, detailed charter including terms & reference of various Board Committees,
number of Board & Committee meetings held during FY24-25 and attendance of the
Directors at each meeting is provided in the report on Corporate Governance, which forms
part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
With regard to Integrity, Expertise and Experience (including the
Proficiency) of the Independent Directors appointed/re-appointed during the FY24-25, the
Board of Directors has taken on record the declarations and confirmations submitted by the
Independent Directors and is of the opinion that all the Independent Directors are
individuals of integrity and possess relevant expertise & experience and their
continued association as Directors will be of immense benefit in the best interest of the
Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors' appointment and remuneration and other matters ("Remuneration
Policy") which is available on the website of your Company. The Remuneration Policy
for selection of Directors and determining Directors' independence sets out the
guiding principles for the NRC for identifying the persons who are qualified to become the
Directors.
Your Company's Remuneration Policy is directed towards rewarding
performance based on review of achievements. The Remuneration Policy is in consonance with
existing industry practice.
BOARD DIVERSITY
Your Company recognises and embraces the importance of a diverse Board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board. The said Policy is available on your
Company's website https://www.srfootwears.co.in/files/policies/policy_18.pdf.
SUCCESSION PLAN
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors, Key Management Personnel and Senior
Management. The NRC implements this mechanism in concurrence with the Board.
BOARD EVALUATION
The Board of directors have carried out an evaluation of its own
performance and of its committees as well as its individual directors, on the basis of
criteria such as composition of the board / committee structure, effectiveness, its
process, information flow, functioning etc.
PERFORMANCE EVALUATION OF THE BOARD
The Company follows a structured assessment process for the evaluation
of the performance of the Board, the Committees of the Board, and the individual
performance of each Director. The performance evaluation of the Board is carried out by
considering various parameters such as the composition of the Board, the process of
appointment to it, the common understanding amongst Directors of their roles and
responsibilities, the timeliness and content of Board papers, the strategic directions
provided, and the quality of advice and decision-making, etc.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for directors and employees of the company to enable them to
report their genuine concerns, if any. The provisions of this policy are in line with the
provisions of the Section 177 (9) of the Act and the SEBI Listing Regulations and the said
policy is available on the company's website https://www.srfootwears.co.in/
CORPORATE SOCIAL RESPONSIBILITY
The disclosure as per Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under
the criteria mentioned in Section 135(1) of the Companies Act, 2013.
RISK MANAGEMENT
Risk Management is an integral part of the Company's business
strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits,
reviews and analyses risk exposure related to specific issues and provides oversight of
risk across the organization. The Board nurtures a healthy and independent risk management
function to inculcate a strong risk management culture in the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company does not fall under the purview of the disclosure of
Business Responsibility and Sustainability Report under the Regulation 34 (2)(f) of SEBI
Listing Regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186
Details of loans, guarantees and investments covered under Section 186
of the Act including purpose thereof form part of the notes to the financial statements
provided in this Annual Report.
ANNUAL RETURN
Annual Return in Form MGT-7 is available on the company's web site
and the link for the same is
https://www.srfootwears.co.in/files/annual-returns/SRIND_ARET_FY2024-25.pdf.
SUSPENSION OF TRADING OF SECURITIES
The securities of the Company are currently suspended from trading. As
previously intimated, the Company was undergoing the Corporate Insolvency Resolution
Process (CIRP). In accordance with the Resolution Plan approved by the Hon'ble NCLT
under CIRP, the Company has allotted 1,96,73,500 equity shares to the Promoter &
Promoter Group and the public shareholders. The allotment structure is as follows:
? 95%, i.e., 1,86,89,825 equity shares, were allotted to the Promoter
& Promoter Group.
? 5%, i.e., 9,83,675 equity shares, were allotted to the public
shareholders.
This allotment represents the post-CIRP capital restructuring of the
Company's equity shareholding in line with the approved Resolution Plan. The
suspension of trading is due to a corporate action, and the Company has submitted an
application to BSE for the listing and trading approval of the newly allotted 1,96,73,500
equity shares.
The said application is currently under consideration by BSE, and
approval is awaited.
SHARE TRANSFER SYSTEM
The Company's shares are compulsorily traded in dematerialised
form on the stock exchange. The share transfer system of S R Industries Limited is managed
by the Registrar and Share Transfer Agent (RTA) of the Company, MUFG Intime India Private
Limited. All valid requests for transfer/transmission, rematerialisation,
dematerialisation, and other related activities are processed by the RTA in coordination
with the Company. The RTA ensures that the share transfers are effected within the
stipulated time frame as prescribed under applicable SEBI regulations and the Listing
Agreement. In accordance with Regulation 40 of the SEBI Listing Regulation, requests for
physical transfer of securities have been discontinued effective April 1, 2019, and
shareholders are advised to dematerialise their holdings for any transfer.
However, transmission and transposition of securities in physical form
are processed as per the applicable laws. The Stakeholders' Relationship Committee
reviews and monitors the share transfer system periodically to ensure that the investor
services standards are maintained at the highest level. As on March 31, 2025, All requests
received for transmission or transposition have been processed and no request is pending
beyond the prescribed timeline.
HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has
built an open, transparent and meritocratic culture to nature this asset. The company has
kept a sharp focus on Employee Engagement. The Company's Human Resources is
commensurate with the size, nature and operation of the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL), ACT 2013
Your Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up as
required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual
harassment. All employees (permanent, Contractual, temporary, trainees) are covered under
this policy. The Company has not received any sexual harassment complaints during the year
2024-25 and hence no complaint is outstanding as on March 31, 2025.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Board wishes to inform that the Company is in compliance with the
provisions of the Maternity Benefit Act, 1961, to the extent applicable. It is further
noted that during the financial year under review, the number of employees engaged by the
Company was less than ten. Accordingly, certain provisions of the Maternity Benefit Act,
1961, were not mandatorily applicable. Nevertheless, the Company remains committed to
upholding employee welfare and providing a safe and inclusive work environment for all.
The Company shall continue to adhere to all applicable statutory requirements as and when
they become applicable.
EMPLOYEE DIVERSITY AND GENDER REPRESENTATION
The Company acknowledges the importance of promoting diversity and
equal opportunity in the workplace. As on March 31, 2025, the total number of employees on
the rolls of the Company was seven (7), all of whom were male. There was no female or
transgender employees employed during the year under review. The Board recognizes the
value of a balanced and diverse workforce and remains committed to fostering an inclusive
work environment. The Company shall continue to explore opportunities to encourage and
improve gender diversity across all levels of the organization, with a view to promoting
equitable representation of both male and female employees in the future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as required to be given under section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
provided in Annexure ‘B' forming part of this Board Report.
CREDIT RATING
During the year under review, no credit rating was conducted for the
Company.
CYBER SECURITY
In view of the increasing number of cyberattack scenarios, the Company
periodically reviews its cyber security maturity and continuously enhances its processes
and technology controls in line with emerging threats. The Company's technology
environment is equipped with real-time security monitoring and has appropriate controls
implemented across various layers, including end-user devices, networks, applications, and
data.
During the year under review, the Company did not experience any cyber
security incidents, breaches, or data loss.
PARTICULARS OF EMPLOYEES
In Compliance with disclosures required under section 197 of the
Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel)
Rules, 2014 ("Rules") relating to the remuneration and other
details is annexed herewith as Annexure- ‘C'.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
Your Company does not have material exposure of any commodity or
foreign exchange and accordingly, no hedging activities for the same are carried out.
Therefore, there is no disclosure to offer in terms of SEBI circular no.
SEBI/HO/CFD/CMD1/CIR/P/2018/0000000 141 dated 15th November, 2018.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
read with the Companies (Audit and Auditors) Rules, 2014, and the Insolvency and
Bankruptcy Code, 2016, the Company was under Corporate Insolvency Resolution Process
(CIRP) during the year. In this regard, based on the recommendation of the Board of
Directors, the members of the Company, at the Annual General Meeting held on December 30,
2024, appointed M/s Krishan Rakesh & Co., Chartered Accountants (Firm Registration
No.: 009088N, Peer Review Certificate No.: 016602), as the Statutory Auditors of the
Company for a term of five consecutive years, commencing from the financial year 2024-2025
till the conclusion of the Annual General Meeting to be held in the year 2029.
COST AUDITOR
During the year 2024-25, there is no requirement to appoint Cost
Auditor.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
reads with relevant rules of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Meenu G. & Associates,
Practicing Company Secretary, as the Secretarial Auditor for the financial year 2024 25,
with the approval of the Board of Directors. The Secretarial Audit Report, as issued by
the Secretarial Auditors, is annexed herewith as Annexure ‘D' to this Report.
The said report does not contain any qualifications, reservations, or adverse remarks
Pursuant to the provisions of Section 204 of the Companies Act, 2013
reads with relevant rules of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and section 204 of the Act Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company proposes to
appoint a Secretarial Auditor for a term of five consecutive years, commencing from the
financial year 2025 26 and ending with the financial year 2029 30. As the appointment
requires the approval of the shareholders, On the recommendation of Audit Committee the
Board appoint M/s. Meenu G. & Associates, Practicing Company Secretary, as the
Secretarial Auditor for the aforesaid term, for the approval of the members at the ensuing
Annual General Meeting, M/s Meenu G. & Associates, holding a valid peer review
certificate, are eligible to conduct the secretarial audit of the Company.
EXPLANATION TO SECRETARIAL AUDITORS' COMMENT
In their report, the Secretarial Auditors have commented about certain
delays in the statutory compliances. The Company submits that the said delays were
inadvertent and not material in nature. The processes have been strengthening to ensure
timely compliances in future.
INTERNAL AUDITOR
As the Company was undergoing the Corporate Insolvency Resolution
Process (CIRP), no Internal Auditor was appointed during the CIRP period. However,
following the completion of the CIRP and in compliance with the provisions of Section 138
of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Company
has appointed Mr. Vivek Singh as the Internal Auditor to conduct the internal audit of the
Company for the Financial Year 2024 25 and subsequent years.
Mr. Vivek Singh is duly qualified and eligible for appointment as an
Internal Auditor. He possesses the requisite professional qualifications and has relevant
experience in the field of internal audit, risk management, and internal controls. His
appointment is expected to strengthen the Company's internal audit function and
contribute to enhanced governance and compliance practices.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial
Auditor of your Company have not reported any instances of fraud committed in your Company
by Company's officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.
CORPORATE GOVERNANCE
A separate report on corporate governance, along with a certificate
from the Practicing Company Secretary regarding the compliance of conditions of corporate
governance norms as stipulated under SEBI Listing Regulations is annexed as Annexure
‘E' and forms part of the Annual Report. All Board members and Senior Management
Personnel have affirmed in writing their compliance with and adherence to the code of
conduct adopted by the Company for FY 2024-25.
DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
In terms of the provisions of Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, it is hereby confirmed
that: No employee of the Company, including those posted and working outside India, who is
not a director or a relative of any director, has received remuneration of Rs.
1,02,00,000/- or more per financial year and/or Rs.8,50,000/- or more per month during the
financial year 2024-2025 under review.
No employee of the Company was in receipt of remuneration exceeding
that of the Managing Director or Whole-time Director and holding, either individually or
together with their spouse and dependent children, not less than 2% of the equity shares
of the Company.
Accordingly, the disclosure of particulars of employees pursuant to the
above rule is not applicable to the Company for the financial year ended 31st March 2025.
OTHER DISCLOSURES
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As per the requirement of Rule 8(5)(vii) of The Companies (Accounts)
Rules, 2014, we are pleased to report that there were no significant and material orders
passed by the Regulators, Courts or Tribunals that would impact the going concern status
of S R Industries Limited and its operations in future. However, it is noteworthy that the
Company is currently undergoing the Corporate Insolvency Resolution Process (CIRP) vide
order dated CP(IB) No. 198/Chd/Pb/2019 dated December 21, 2021 was initiated by the
Adjudicating Authority (AA/ Hon'ble NCLT, Chandigarh Bench). Pursuant to the process of
Request for Resolution Plan (RFRP), Bazel International Limited emerged as the Successful
Resolution Applicant (SRA), which was granted the approval of the AA vide its order dated
01.07.2024.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, no amount/shares is underlying for
transferring to IEPF.
DEPOSIT
During the year, the Company has not accepted any deposits from the
public falling within the purview of Section 73 of the Act, read with the (Companies
Acceptance of Deposits) Rules, 2015 and as such, no amount on account of principal or
interest related thereto was outstanding as on date of the Balance Sheet i.e. March 31,
2025.
COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
During the period under review, the Company has complied to the extent
as applicable Secretarial Standards as issued by the Institute of Company Secretaries of
India.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
The Company was under CIRP vide order dated CP(IB) No. 198/Chd/Pb/2019
dated 21.12.2021. The Request of the Resolution Plan has been published thrice vide dated
05.12.2022. eight Expression of Interest have been received. The last date of receipt of
the Resolution Plans was 24.12.2022.
On 1st July, 2024, the Hon'ble National Company Law Tribunal
(NCLT), Chandigarh Bench, passed an order approving the Resolution Plan. Pursuant to this,
the Company has been rehabilitated from the Corporate Insolvency Resolution Process (CIRP)
and is currently in the phase of implementing the terms of the approved Resolution Plan.
THE 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
There are no specific disclosures required pertaining to any
differences between the valuations conducted at the time of the one-time settlement and
those carried out while availing loans from Banks or Financial Institutions. However, it
is pertinent to note that the settlements with the State Bank of India and Union Bank of
India, Mohali Branch, were undertaken in accordance with the terms and conditions of the
Approved Resolution Plan, as duly sanctioned by the Hon'ble National Company Law
Tribunal, Chandigarh Bench. These settlements were executed to ensure compliance with the
approved plan and to facilitate the financial restructuring and revival of the Company.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items 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. Neither Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business
performance as stipulated in the SEBI Listing Regulations is given as a separate section
in the Annual Report as Annexure ‘F'.
CAUTIONARY STATEMENT
Statements in this "Director's Report" &
"Management Discussion and Analysis" describing the Company's objectives,
projections, estimates, expectations or predictions may be forward looking statements
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those pressed or implied. Important factors that could make a
difference to the Company's operations including raw material/ fuel availability and
its prices, cyclical demand and pricing in the Company's principal markets, changes
in the Government regulations, tax regimes, economic developments within India and the
Countries in which the Company conducts business and other ancillary factors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them
consistently and judgements and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company at the end of the financial
year and of the profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of your Company and for preventing and detecting fraud and other
irregularities;
d. the annual financial statements have been prepared on a going
concern basis;
e. they have laid down internal financial controls to be followed by
your Company and that such internal financial controls are adequate and operating
effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
APPRECIATION AND ACKNOWLEDGEMENT
The directors take this opportunity to express their deep sense of
gratitude to the Central Government, State Government, Stock Exchanges and its members,
Banks, Financial Institutions, Shareholders, Lenders, Depositories, Registrar and Share
Transfer Agents and Business Associates for their continued support. Your directors would
also like to record its appreciation for the support and cooperation your Company has been
receiving from its clients and everyone associated with the Company.
Your directors place on record their sincere appreciation to the
employees at all levels for their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to remain as an industry
leader.
And to you, our shareholders, we are deeply grateful for the confidence
and faith that you have always reposed in us. We look forward to continued support of all
these partners in future.
For and on behalf of the Board
Sd/
Pankaj Dawar
Chairman & Managing Director
DIN: 06479649
Date: 27-06-2025
Place: New Delhi
|