To,
The Members,
Zodiac Clothing Company Limited
The Board of Directors are pleased to present the Company's 41st
Annual Report and the Company's Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended 31st March 2025.
1. Financial Results:
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
17,291.47 |
14,412.19 |
17,440.25 |
14,580.49 |
| Other Income |
1,199.78 |
755.11 |
1,341.83 |
888.24 |
| Total Income |
18,491.25 |
15,167.3 |
18,782.08 |
15,468.73 |
| Profit/(Loss) Before Exceptional Items and Tax |
(3,450.43) |
(3,510.92) |
(3,610.91) |
(3,627.79) |
| Exceptional Item |
- |
- |
- |
- |
| Profit/(Loss) Before Tax |
(3,450.43) |
(3,510.92) |
(3,610.91) |
(3,627.79) |
| Provision for Taxation: |
|
|
|
|
| Current tax |
- |
- |
1.29 |
4.26 |
| Deferred tax Charge/(Credit) |
580.66 |
(24.73) |
105.73 |
(1.77) |
| Tax in respect of earlier years |
- |
0.39 |
1.66 |
7.06 |
| Profit/(loss) after taxation |
(4,031.09) |
(3,486.58) |
(3,719.59) |
(3,637.34) |
| Other Comprehensive Income |
(333.15) |
224.84 |
(335.34) |
328.39 |
| Total Comprehensive Income/(loss) for the year |
(4,364.24) |
(3,261.74) |
(4,054.93) |
(3,308.95) |
2. pERFORMANCE REViEW:
During the financial year ended 31st March, 2025, the
operational revenue of the Company on a Standalone basis was R17,291.47 Lakhs vs.
R14,412.19 Lakhs in the previous year. Profit/ (Loss) Before Tax and before exceptional
items was R(3,450.43) Lakhs vs. R(3,510.92) Lakhs in the previous year, while the Net
Profit/(Loss) after Tax for the Financial Year ended 31st March 2025 was
R(4,031.09) Lakhs vs. R(3,486.58) Lakhs in the previous year. The Total Comprehensive
Profit/ (Loss) for the year was R(4,364.24) Lakhs vs. R(3,261.74) Lakhs in the previous
year.
On a Consolidated basis the Operational revenue of the Company for the
year was R17,440.25 Lakhs vs. R 14,580.49 Lakhs in the previous year. The Consolidated
Profit/(Loss) before Tax and before exceptional items was R(3,610.91) Lakhs vs.
R(3,627.79) Lakhs in the previous year, the Net
Profit/(Loss) after tax being R(3,719.59) Lakhs vs. R(3,637.34) Lakhs
in the previous year. The Consolidated Total Comprehensive Income/ (Loss) for the year was
R(4,054.93) Lakhs vs. R(3,308.95) Lakhs in the previous year.
3. subsidiary, associates and joint venture companies:
As on 31st March, 2025, the Company had one (1) subsidiary
and Five (5) step-down subsidiaries. There are no Associate Companies within the meaning
of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material
change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the Company's
subsidiaries/ step-down subsidiaries in Form AOC-1 is attached as Annexure 3 to this
report.
Pursuant to the provisions of Section 136 of the
Act, the Standalone and Consolidated financial statements of the
Company along with relevant documents and the financial statements of the
subsidiaries/step-down subsidiaries, are available on the website of the Company at the
link https://www. zodiaconline.com/others.
4. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the requirements of Accounting Standards AS-21, a
Report on the performance and financial position of all the company's
subsidiaries/step-down subsidiaries are included in the Consolidated Financial Statement
and their contribution to the overall performance of the Company, is provided in Form AOC
- 1 and forms part of this Annual Report.
5. CREDIT RATING:
The Company shall initiate the process of credit rating based on the
audited consolidated accounts for the FY 2024-25 and the same is expected to be completed
by September 2025.
6. CAPEX:
During the year the Company has incurred a Capital expenditure of
R302.18 Lakhs, primarily in state of the art production equipment, new stores and
information systems to sharpen our competitiveness
7. LIQuIDITY:
The Debt Equity ratio as on 31st March, 2025 was 0.52 on a
Standalone basis and 0.46 on a Consolidated basis.
The Cash and Bank balances/Cash equivalents along with liquid
investments (free reserves on consolidated basis) were R933.98 in March 2025, as against
R2821.03 last year
8. Share CApITAL:
During the year under review, there has been no change in the paid-up
share capital of the company of 2,59,93,717 Equity Shares of R10/- each.
9. Dividend:
The Board of Directors of your Company have not recommended any
dividend for the Financial year 2024-25 (previous year - NIL).
10. CORPORATE Governance:
The Company has complied with all the mandatory requirements regarding
Corporate Governance as required under Regulations 17 to 27 and Schedule V of the SEBI
LODR with the Stock Exchange(s). The report on Corporate Governance, Management Discussion
and Analysis, as well as the Auditors Certificate on the compliance of Corporate
Governance forms a part of the Annual Report. As required under Regulations 17(8) of
Listing Regulations, the Managing Director and CFO have certified to the Board about
compliance by the Company with the requirement of the said sub
regulation for the financial year ended 31st March, 2025.
11. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and the
amended SEBI LODR, the Company has a policy on Related Party Transactions which is also
available on Company's website at the link
https://www.zodiaconline.com/codes-and-policies.
The policy ensures that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and Related Parties.
The policy interalia deals with the review and approval of Material
Related Party Transactions (MRPTs) keeping in view the potential or actual conflict of
interest that may arise because of entering into these transactions. All Related Party
Transactions are placed before the Audit Committee for review and prior approval
(including omnibus approvals) and wherever applicable board/members approvals are
obtained. Note no. 43 of the Standalone financial statements contained disclosures on
related party transactions.
Disclosure on MRPT is given in Form AOC 2 (Annexure 4) as per Section
134(3)(h) read with Section 188(2) of the Companies Act, 2013.
12. QuALITY:
The focus on productivity gains and consistent quality continues to be
the cornerstone of the Company's philosophy. Quality, continuous innovation and
pursuit of high value addition and cost control continue to drive the Company.
13. BRAND Building:
The Company continues to invest in building the strength of it's 3
brands (Zodiac, Z3 and ZOD!), aspiring to get traction in sales in the present, as well as
in the future.
Upgradation of quality to win customer loyalty is a continuously
ongoing exercise, the objective being to get the customers delight at the price value
relationship, with truly international quality and design at prices which are not
exorbitant, even without any discounts
14. CONSERVATION Of ENERGY, RESEARCH AND Development, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OuTGO:
(A) Conservation of Energy
i) The steps taken or impact on conservation of energy:
The Company having already achieved excellent bench marks in
conservation of energy, has invested
in steam optimization projects for its process requirements, which has
resulted in a drop in the consumption and the efficiency going up.
Conservation of energy continues to receive increased emphasis at all
units of the Company. Energy audits and Inter-unit studies are carried out on a regular
basis for analyzing and taking steps for reduction of energy consumption. We believe that
conservation is a continuous effort and every day there is an opportunity to be better
than the previous day this is what helps us to live up to the stringent standard we set
for ourselves.
All machinery and equipment are being continuously serviced, updated
and overhauled to maintain them in good and energy efficient condition. This results in
consumption of lesser energy.
The company has achieved significant advancements in energy
conservation by transitioning from the utilization of furnace oil and diesel to employing
gas-fired steam & power generation. This makes the entire process of steam generation
more efficient, resulting in reduced fuel wastage and a diminished need for
transportation. In contrast to previous practices involving the transportation of furnace
oil via tankers from distant states, the adoption of gas delivery through on-site
pipelines from the central grid has proven to be remarkably cost-effective and
environmentally beneficial, effectively lowering the carbon footprint. Moreover, this
shift has eradicated fuel losses attributed to transportation and spillage, ultimately
amplifying the yield per unit of expenditure.
Our Higg score speaks for itself 100/100 on the following evaluation
parameters water/waste water / 90 + on energy.
(B) Pollution Control
The Company's zero liquid discharge plant for water treatment has
resulted in the Company's dependency on outside water to almost nil.
With the increase in the catchment area for rain water harvesting, the
surplus water generated is used to recharge the existing ground water sources and for
maintaining the beautiful garden and flowering plants around the factory premises thereby
creating a very pleasant atmosphere. The Company's continuous efforts have been
recognized by the Pollution Control Board and the Company is being referred as a model
factory by the Pollution Control Board.
It is the Company's continuous thrust in this area that has
resulted in results which far exceed the industry norm. As a result of aggressively
mapping the input parameters /processes and live balancing of the effluent treatment, the
Company has been able to achieve a high level of efficiency.
With its energy-efficient design, the ZODIAC corporate office continues
to use around 60 percent less energy than a typical office of the same size.
(C) Technology, Absorption, Adaptations and Innovation:
(i) The efforts made towards technology absorption:
Continuing with its thrust on being energy efficient -the company has
changed over the boilers from diesel /furnace oil to gas fired -resulting in savings of
fuel. We are also optimizing the dye process house by bringing in more fully computerised
automatic equipment to do the processing which will result in a further savings in
chemicals and water -the next step is investment in technology to monitor steam
consumption and efficiency thereby making that next jump in our conservation efforts.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The Company's operations do
not require significant import of technology. In addition to product development and raw
material development continues to be strengthened, Development activities on fashion
designing are carried out on an on-going basis. Adopting technologies with state-of-art
systems and machineries like PLM software, automated cutting machine, automated fabric
inspection machines, etc., the quality of the products and efficiency of the systems have
substantially improved. Applying these technologies has helped keep costs of production
under control.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- Not Applicable
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The Company's operations do
not require significant import of technology.
(D) Foreign Exchange Earnings and Outgo:
| Foreign exchange used and earned |
2024-25 |
2023-24 |
| a. Foreign Exchange Earnings |
10249 |
7992 |
| b. Foreign Exchange Outgo |
4002 |
2857 |
15. corporate social responsibility:
Corporate Social Responsibility (CSR) is traditionally driven by a
moral obligation and philanthropic spirit. The Company has a heritage of being engaged in
such activities. The
Company is committed to sustainability and all business decisions take
into account its social and environmental impact.
As per the provisions of Section 135 of the Companies Act 2013, the
Company has a CSR Committee, details of which are given in the Corporate Governance Report
forming part of this report. The details of the Company's CSR policy has been posted
on the website of the Company at the link https://www.zodiaconline.com/codes-and-
policies.
The Report on CSR activities as required under Companies (Corporate
Social Responsibility) Rules, 2014 including a brief outline of the Company's CSR
Policy, total amount to be spent under CSR for the Financial Year, amount unspent and the
reasons thereof are set out at Annexure 1 forming part of the report.
16. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, there were following changes in
Directors/ Key Managerial Personnel of the Company:
Mr. Dilip J. Thakkar and Amb. Ahmad Javed were appointed as
Independent Directors w.e.f. 24th July 2024
Mr. Y. P. Trivedi and Mr. Bernhard Steinruecke
ceased to be Independent Directors of the Company w.e.f. 11th
August 2024, upon
completion of their second term.
Mr. S. R. Iyer has been appointed as NonExecutive,
Non-Independent Director of the Company w.e.f 12th August, 2024 upon completion
of his second term as an Independent Director.
Mr. Vaman M. Apte has been re-appointed as an Independent
Director for a second term of 5 (five) years w.e.f 12th August, 2024.
In accordance with the provisions of Section 152 of the Companies Act
2013 and the Articles of Association of the Company, Mr. Mohamed Awais Jehangir Noorani,
Whole-Time Director -Exports and Mr. Adnan Salman Noorani, Whole-Time Director- Digital,
retire by rotation at the ensuing Annual General Meeting and being eligible, have offered
themselves for re-appointment.
List of key managerial personnel
| Sr. Name of the person No |
Designation |
| 1. Mr. S. Y. Noorani |
Vice Chairman & Managing Director |
| 2. Mr. Mohamed Awais Jehangir Noorani |
Whole-Time Director- Exports |
| 3. Mr. Adnan Salman Noorani |
Whole-Time Director- Digital |
| 4. Mr. B. Mahabala |
V.P.- Commercial & Chief Financial Officer |
| 5. Mr. Kumar Iyer |
G.M.- Legal & Company Secretary |
evaluation of performance of THE board, ITS COMMITTEES And INDIVIDuAL
DIRECTORS:
During the year, annual performance evaluation of the Board and
Committees of the Board, individual Directors including the Chairman of the Company, was
carried out as per the criteria and process approved by Nomination and Remuneration
Committee, which is in line with the SEBI Guidance Note on Board Evaluation.
The Chairman and other members of the Board discussed upon the
performance evaluation outcome and concluded that they were satisfied with the overall
performance of the Board and Committees of the Board and Directors individually. The Board
also assessed the fulfillment of the independence criteria as specified in Listing
Regulations, by the Independent Directors of the Company and their independence from the
management.
The performance evaluation of the Non-Independent Directors including
the Chairman of the Company and performance of the Board as a whole was discussed at the
separate meeting of the Independent Directors.
DECLARATION By INDEpENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
In the opinion of the Board, the Independent Directors fulfil the
conditions specified under the Act and Listing Regulations and are independent of the
management. The Board skill/ expertise/ competencies matrix of all the Directors,
including the Independent Directors is provided in the Corporate Governance Report forming
part of this Annual Report.
familiarisation programme for the
INDEpENDENT DIRECTORS:
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company and related matters
are posted on the website of the Company at the link
https://www.zodiaconline.com/codes-and-policies.
17. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met 4 (Four) times during the
year under review. The dates of the Board meeting and the attendance of the Directors at
the said meetings are provided in detail in the Corporate Governance Report, which forms a
part of this Report.
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors state that:
(i) In the preparation of the annual accounts for the year ended 31st
March, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the profit and loss of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) The Directors have prepared the annual accounts on a going
concern' basis;
(v) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively and
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and are
operating effectively.
19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of this Report.
20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:
The Company's policy on Board Diversity provides for an
appropriate mix of diversity, skills, experience and expertise required on the Board and
assesses the extent to which the required skills are represented on the Board including
the criteria for determining qualifications, positive attributes and independence of a
Director.
The Company has a Remuneration Policy to evaluate the performance of
the members of the Board, to ensure remuneration to Directors, KMP and Senior Management
involving a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals and to
retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage. The policy ensures that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and Senior Management to run the Company successfully and the relationship
of remuneration to performance is clear and meets appropriate performance benchmarks.
The Independent Directors have complied with the requirements of the
Companies Act, 2013 and Regulation 16 (b) of SEBI LODR on their independence. The Company
has obtained certification of independence from the Independent Directors in accordance
with Section 149(6) of the Companies Act, 2013.
The remuneration details of the Executive and NonExecutive Directors is
disclosed in the Corporate Governance report which forms part of the Directors Report. The
above policy has been posted on the website of the Company at the link https://www.
zodiaconline.com/codes-and-policies.
21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans and investments have been disclosed in the
financial statements. The Company has not given any guarantees.
22. HUMAN RESOURCE MANAGEMENT:
The Company recognizes the need for continuous growth and development
of its employees to meet the challenges posed by the industry, besides fulfilling their
own career path objectives. Consequently, the
role of Human Resources continues to remain vital and strategic to the
Company. Employee recruitment, training and development are a key focus area, with
policies, processes and extensive use of technology to attract, retain and build on skills
of high caliber employees. Industrial relations have continued to be harmonious throughout
the year.
23. COMPLIANCE WITH THE CODE OF CONDUCT:
The Code of Conduct adopted by the Company for its Board of Directors
and Senior Management Personnel has been uploaded on the Company's website at the
link https://www.zodiaconline.com/ codes-and-policies.
The Declaration of the Compliance with the Code of Conduct has been
received from all Board members and Senior Managerial Personnel. A certificate to this
effect from Mr. S. Y. Noorani, Vice Chairman & Managing Director forms part of this
report.
24. PUBLIC DEPOSITS:
During the Financial Year 2024-25, the Company did not invite or accept
any deposits from the public under the provisions of Section 73 of the Companies Act,
2013.
25. COMpANY'S Website:
The Financial Statements, Annual Report, including Corporate Governance
Report, Shareholding Pattern, etc., are displayed inter-se with the other information on
the Company's website, viz. www. zodiaconline.com.
26. DONATIONS:
During the financial year, the Company has contributed R 91,52,000/-
(Rupees Ninety-One Lakhs and Fifty-Two Thousand only) to various deserving causes.
27. INSURANCE:
All the properties/assets, including buildings, furniture/ fixtures,
etc. and insurable interests of the Company are adequately insured. The international
debtors who avail of credit are also insured, despite their flawless record, as a measure
of abundant caution.
28. AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act and the
Rules framed thereunder, M/s MSKA & Associates, Chartered Accountants (ICAI Firm
Registration No. 105047W) have been appointed as statutory Auditors of the Company for a
term of five (5) years to hold office from the conclusion of the 38th AGM till
the conclusion of the 43rd AGM.
The Auditor's Report to the members for the
financial year ended 31st March, 2025 year does not contain
any qualification, reservation, adverse remark or disclaimer.
29. MAINTENANCE OF COST RECORDS BY THE COMPANY AS SPECIFIED BY THE
CENTRAL GOVERNMENT:
Pursuant to the rules made by the Central Government of India, the
Company is required to maintain cost records as specified under Section 148(1) of the Act
in respect of its products and accordingly, such accounts and records are made and
maintained by the Company.
However, in terms of the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Company is not covered under the purview of Cost Audit from the F. Y.
2014-15 onwards.
30. SECRETARIAL AUDIT:
As per Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s. Robert Pavrey & Associates LLP, Company
Secretaries, a peer reviewed firm bearing Firm Registration No. L2024MH016100 to undertake
the Secretarial Audit of the Company. The Secretarial Audit report is included as Annexure
2 and forms an integral part of this report.
The Secretarial Audit Report to the members for the year under review
does not contain any qualification, reservation, adverse remark or disclaimer.
31. AUDIT COMMITTEE:
The details pertaining to the composition of Audit Committee are
included in the Corporate Governance Report, which forms a part of this report.
32. DETAILS OF SHAREHOLDERS' FUNDS EMPLOYED FOR THE YEAR 2024-25
CONSOLIDATED:
33. RISK MANAGEMENT:
In line with the regulatory requirements, the Company has a Risk
Management Policy to identify and assess the key risk areas, monitor and report the
compliance and effectiveness of the same. The
Risk Management Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis
34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with new/ revised standard
operating procedures. the Company's internal control system is commensurate with its
size, scale and complexities of its operations. The internal and operational audit is
entrusted to M/s. M J Mange & Associates. The main thrust of internal audit is to test
and review controls, appraisal of risks and business processes, besides bench marking
controls with best practices in the industry.
The Audit Committee actively reviews the adequacy and effectiveness of
the internal control systems and suggests improvements to strengthen the same. The Company
has a robust management information system, which is an integral part of the control
mechanism.
The Audit Committee members, Statutory Auditors and the Business Heads
are periodically apprised of the Internal Audit findings and corrective action taken.
Audit plays a key role in providing assurance to the Board of Directors. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee.
35. POLICY ON PREVENTION OF SEXUAL HARASSMENT :
The Company has in place an Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 & the Rules made thereunder. Internal Complaints
Committee (ICC) has been set up to redress Complaints received regarding sexual
harassment. All employees, permanent, contractual, temporary and trainees are covered
under the policy.
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
| Number of complaints filed during the financial year
2024-25 |
Number of complaints disposed off during
the Financial Year |
Number of complaints pending as on end of
the Financial Year |
| Nil |
Nil |
Nil |
36. ANNuAL RETuRN:
Pursuant to Section 92(3) read with section 134(3)
(a) of the Companies Act, 2013, copies of the Annual Returns of the
Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 are placed on the website of the
Company and is accessible at the web-link: https:// www.zodiaconline.com/annual-reports.
37. SECRETARiAL Standards:
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meeting.
38. vigil mechanism/ whistle blower pOLICY:
The details pertaining to the establishment of Vigil Mechanism/ Whistle
Blower Policy is included in the Corporate Governance Report, which forms part of this
report.
39. INVESTOR EDuCATION AND pROTECTION FuND:
As per the provisions of Sections 124 and 125 of the Companies Act,
2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(the Rules') all unpaid or unclaimed dividends and the respective shares
thereof for the Financial Year upto 2016-17 have been transferred to the IEPF established
by the Central Government within the stipulated time.
40. FRAuD REpORTING:
There was no fraud reported by the Auditors of the Company under
Section 143 (12) of the Companies Act, 2013, to the Audit Committee or the Board of
Directors during the year under review.
41. particulars of employees:
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the Financial year 2024-25:
| Non-executive directors* |
Ratio to median remuneration |
| Mr. A. Y. Noorani* |
- |
| Mr. V. M. Apte |
- |
| Mr. Y. P Trivedi (upto 11.08.2024) |
- |
| Mr. S. R. Iyer |
- |
| Dr. Naushad Forbes |
- |
| Mr. Bernhard Steinruecke (upto 11.08.2024) |
- |
| Ms. Elizabeth Jane Hulse |
- |
| Amb. Ahmad Javed |
- |
| Mr. Dilip J thakkar |
- |
Note:
* The Chairman is not paid any remuneration nor sitting fees for
attending Board and Committee Meetings.
The Non-Executive Directors of the Company are paid only Sitting Fees
for attending the Board and Committee Meetings of the Company, details of which are given
in the Corporate Governance Report and are not entitled to any other remuneration.
| Executive Director |
Ratio to median remuneration |
| Mr. S. Y Noorani |
- |
| Mr. Awais Noorani |
1:25 |
| Mr. Adnan Noorani |
1:12 |
Note: The ratio to median remuneration is nil for Mr. S. Y.
Noorani, as he has voluntarily agreed to not receive any remuneration.
b. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary in the Financial Year 2024-25:
| Directors, Chief Financial Officer and Company Secretary* |
% Increase in remuneration in the
financial year |
| Mr. Vaman M. Apte |
- |
| Mr. Y P. trivedi |
- |
| Mr. S. R. Iyer |
- |
| Dr. Naushad Forbes |
- |
| Mr. Bernhard Steinruecke |
- |
| Ms. Elizabeth Jane Hulse |
- |
| Mr. Dilip J. thakkar |
- |
| Amb. Ahmad Javed |
- |
| Mr. A.Y Noorani |
- |
| Mr. S.Y. Noorani |
- |
| Mr. B. Mahabala (CFO) |
- |
| Mr. Kumar Iyer (CS) |
- |
Note:
*The Chairman & Vice Chairman were not paid any remuneration nor
sitting fees during FY 2024-25 for attending Board and Committee Meetings. the
NonExecutive Directors of the Company were paid only Sitting Fees for attending the Board
and Committee Meetings of the Company, details of which are given in the Corporate
Governance Report and are not entitled to any other remuneration.
c. the percentage increase in the median remuneration of employees in
the financial year: 5.08% (as the median employee is a piece rated worker)
d. the number of permanent employees on the rolls of Company: 1008 (as
on 31st March, 2025)
e. the 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 point out if there are any exceptional circumstances for increase in the
managerial remuneration: there has been no increase in the salaries of the managerial
personnel during the FY 2024-25.
f. the key parameters for any variable component of remuneration
availed by the Directors: During the Financial Year 2024-25 no performance linked bonus or
any other variable component of remuneration has been paid to the Executive Director(s) of
the Company.
g. 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
h. Information of top 10 employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, for the year ended 31st March, 2025 is given below:
| Sr. Name No |
Date of Birth |
Designation |
Remuneration o |
Nature of Employment |
Qualification and Experience |
date of joining |
Last Employment |
percentage of Equity Shares held |
Relative of any Director/ Manager of the Company |
| 1 Mr. Salman Yusuf Noorani |
15-03-1963 |
Vice Chairman and Managing Director |
Nil |
Contractual |
B. Com/ 43 years |
01-03-1994 |
|
22.35 |
Brother of Mr. A.Y. Noorani, Chairman & Non-Executive
Director, Father of Mr. Adnan Salman Noorani, Executive Director - Digital and Uncle of
Mr. Awais Noorani, Executive Director- Exports. |
| 2 Ms. Behroze Daruwala |
04-09-1950 |
VP - Fabrics & Merchandising |
54,01,120 |
Permanent |
B.A./ 53 years |
30-05-1972 |
|
0.11 |
|
| 3 Mr. B Mahabala |
07-11-1951 |
V.P. Commercial & C.F.O |
53,75,740 |
Permanent |
M.com, MBA & Diploma in Cost & Management
Accountancy/51 years |
15-06-1984 |
Vulcan Engineers Limited |
0.06 |
|
| 4 Mr. Imraan Surve |
11-10-1968 |
VP-Marketing Zod, LFS & Z3 |
53,50,392 |
Permanent |
B.A. (Hons.) Economics/ 33 years |
18-12-2001 |
Contract Advertising Pvt. Ltd. |
0.02 |
|
| 5 Mr. Awais Noorani |
08-10-1975 |
Executive Director - Exports |
53,25,034 |
Permanent |
B.Com, MBA from IMD Switzerland/ 21 years |
01-12-2002 |
|
0.00 |
Son of Mr. A.Y. Noorani, Chairman and nephew of Mr. S. Y.
Noorani, Vice Chairman and Managing Director and cousin brother of Mr. Adnan Salman
Noorani, Executiver Director - Digital |
| 6 Mr. Rajendra Shenoy B |
15-06-1965 |
GM Manufacturing |
42,00,096 |
Permanent |
B.Com, M. Com & L.L.B./32 years |
16-10-2002 |
Arvind Mills Limited |
0.00 |
|
| 7 Mr. Vikram Puri |
29-06-1976 |
Senior Product Manager |
42,00,000 |
Permanent |
B.Sc Physics/ 29 years |
07-05-2002 |
Cotton Club Inc. |
0.00 |
|
| 8 Mr. Anand Pisharody |
19-10-1957 |
VP - Manufacturing |
38,99,710 |
Permanent |
B.A./ 46 years |
02-05-1986 |
Indian Molasses Company Limited |
0.00 |
|
| 9 Mr. Nafees Azam |
07-04-1960 |
GM-Sales (Retail) |
34,00,000 |
Permanent |
B.Com/ 40 years |
21-05-2004 |
Geep Industrial Syndicate Limited |
|
|
| 10 Mr. Rajesh Pan |
30-08-1974 |
GM- Retail |
39,99,805 |
Permanent |
B.com/ 27 Years |
04-09-2000 |
Weekends Division of Personality Limited |
|
|
| 11 Mr. Shoheb Abdulgani Shaikh |
06-06-1983 |
Manager - Projects |
33,20,016 |
Permanent |
HSC -diploma 3 yrs in Interior Space Design & Management/
18 years |
01-06-2007 |
Kaif Faquih & Associate - as Designer Site Supervisor |
0.00 |
|
42. OTHER DISCLOSURES:
In terms of the applicable provisions of the Act and the SEBI Listing
Regulations, your Company additionally discloses that, during the year under review:
there was no change in the nature of business of the Company;
it has not issued any shares with differential voting rights;
it has not issued any sweat equity shares;
no significant or material orders were passed by the regulators
or courts or tribunals which impact the going concern status operations of your Company in
future;
it has not transferred any amount to the Reserves;
it has not raised any funds through qualified institutions
placement as per Regulation 32(7A) of the SEBI Listing Regulations;
it does not engage in commodity hedging activities;
it has not made application or no proceeding is pending under
the Insolvency and Bankruptcy Code, 2016 and
it has not made any one-time settlement for the loans taken from
the Banks or Financial Institutions.
43. ACKNOWLEDGEMENT:
The Directors are grateful for the co-operation, support and assistance
received from the customers, shareholders, the Government, other statutory bodies, Banks,
Solicitors, Distributors, Suppliers and other business associates during this year under
review.
The Directors also express their sincere appreciation to the employees
at all levels for having risen to meet the several challenges encountered and look forward
to their valuable support and commitment in the times ahead.