TO THE SHAREHOLDERS
Your Directors have pleasure in presenting herewith 10th Annual Report
together with the Audited Statement of Accounts of your Company for the Year ended 31st
March, 2025.
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year ended 31st March, 2025 is
summarized below:
(INR in Lakhs, unless otherwise stated)
Particulars |
Standalone |
Consolidated |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
10,062.55 |
9,974.65 |
23,848.91 |
15,333.76 |
| Add: Other Income |
1,856.29 |
774.09 |
3,335.79 |
769.29 |
| Total Income |
11,918.84 |
10,748.74 |
27,184.70 |
16,103.05 |
Less: Total Expenses [before depreciation] |
10,028.19 |
9,783.52 |
24,864.43 |
14,416.35 |
| Profit before depreciation and Tax |
1890.65 |
965.22 |
2320.27 |
1,686.70 |
| Less: Depreciation |
432.76 |
317.79 |
729.14 |
1,119.71 |
| Profit Before Tax |
1457.89 |
647.43 |
1591.03 |
566.77 |
| Less: Total Tax Expenses |
367.85 |
179.71 |
393.91 |
173.71 |
| Profit After Tax |
1090.04 |
467.72 |
1197.12 |
393.06 |
| Earnings Per Share |
|
|
|
|
| - Basic / Diluted (Amount in Rs.) |
9.43 |
4.05 |
10.36 |
3.40 |
PERFORMANCE REVIEW:
Standalone Financial Performance:
During the year under review, the company registered a Increase in revenue amounting to
Rs. 10,062.55 Lakhs as compared to Rs. 9,974.65 Lakhs in the previous financial year
2023-24. The Company also witnessed a increase in Profit before Tax amounting to Rs.
1457.89 Lakhs as compare to Rs. 647.43 Lakhs in the financial year 2023-24. For the
financial year 2024-25, the Profit after Tax (PAT) was Rs. 1,090.04 as compared to Rs.
467.72 during the previous financial year 2023-24.
Consolidated Financial Performance:
During the Year under review, your company has consolidated turnover of Rs. 23,848.91
Lakhs as compared to Rs. 15,333.76 Lakhs in the previous financial year 2023-24. Profit
before Tax was Rs. 1,591.03 Lakhs as compared to Rs. 566.77 in the previous financial year
2023-24. Profit after Tax Rs. 1,197.12 Lakhs as compare to Rs. 393.06 Lakhs in the
previous financial year 2023-24.
DIVIDEND:
With a view to conserve resources for company's future requirements, your directors
have not recommended any dividend for the year under consideration.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
You company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
TRANSFER TO RESERVES:
During the year under review, the Company has not proposed any amount to be transferred
to General Reserve out of the net profits of the Company for the financial year 2024-25.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of business of the
company.
DEPOSITS:
During the year under review, your Company did not accept or renewed any deposits
within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there
remains no unpaid or unclaimed deposit with the Company at the end of financial year.
SHARE CAPITAL:
The Authorized Capital of the Company as on 31st March, 2025 is Rs.
15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakhs)
equity shares of Rs. 10/- (Rupees Ten Only) each.
The Issued, Subscribed and Paid up equity share capital of the company as at 31st
March, 2025 is Rs. 11,56,00,000 (Eleven Crore Fifty-Six Lakhs) divided into 1,15,60,000
(One Crore Fifteen Lakhs Sixty Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each.
Out of the total paid up share capital of the company, 67.44% is held by promoters and
promoter's group in fully dematerialized form and remaining balance of 32.56 % is held by
persons other than promoter and promoter group.
All the shares are in dematerialized form. During the year under review, the company
has neither issued shares with differential rights as to dividend, voting or otherwise nor
has issued any shares pursuant to stock option or sweat equity under any scheme. Further,
none of the directors of the company holds investment convertible into equity shares of
the company as at 31st March, 2025.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
Purv Ecoplast Private Limited (CIN: U37200WB2020PTC237712), Purv Technoplast Private
Limited (Formerly Known as Purv Agro Farms Pvt Ltd) (CIN: U25111WB2020PTC238179) Purv
Packaging Private Limited (CIN: U25209WB2020PTC240595) and Re.Act Waste Tech Private
Limited (CIN: U37100WB2020PTC238337) are the wholly owned subsidiaries of Cool Caps
Industries Limited.
In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements of the Company, which forms part of the Annual Report.
Pursuant to the aforesaid provisions of the Companies Act, 2013, a statement containing
salient features of the financial statements of the Company's subsidiaries in form AOC-1
is attached herewith as Annexure I to the financial statement of the Company. The
statement also provides the details of performance and financial position of the
subsidiaries of the Company.
The Company does not have any joint venture or Associate Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition of Board of Directors:
During the period under review, the Board of Directors of the Company duly constituted
as per provisions of the Companies Act, 2013.
As on 31st March, 2025, The Board of company consists of Six (6) Directors.
The composition and category of Directors are as follows:
S. No. Name of Directors |
DIN |
Designation |
| 1 Mr. Rajeev Goenka |
00181693 |
Chairman and Managing Director |
| 2 Mr. Unnat Goenka |
10388856 |
Non-executive Director |
| 3 Mr. Vanshay Goenka |
06444159 |
Non-Executive Director |
| 4 Mrs. Poonam Goenka |
00304729 |
Non-Executive Director |
| 5 Mr. Mohit Dujari |
09118650 |
Independent Director |
| 6 Mr. Sanjay Kumar Vyas |
09118793 |
Independent Director |
The following changes were made in the Board of Directors and Key Managerial Personnel
of the company during the Financial Year 2024-25.
1. Regularisation of Mr Unnat Goenka (DIN: 10388856) as Director w.e.f. 27.09.2024.
Key Managerial Personnel:
Mr. Shivam Thakkar is the Chief Financial Officer and Mr. Arijit Ghosh is the Company
Secretary and Compliance Officer of the company during the financial year under review.
The following changes in the Key Managerial Personnel of the company during the
Financial Year 2024-25.
1. Resignation of Jai Prakash Shaw from the Post of Chief Financial Officer w.e.f.
02.05.2024.
2. Appointment of Mr. Shivam Thakkar as Chief Financial Officer of the Company w.e.f.
18.05.2024.
Disclosure of Relationships between Directors Inter se:
Name of Directors |
Relationship with other Directors |
Rajeev Goenka |
Husband of Mrs. Poonam Goenka and Father of Mr. Vanshay Goenka & Mr.
Unnat Goenka |
Poonam Goenka |
Wife of Mr. Rajeev Goenka and mother of Mr. Vanshay Goenka & Mr.
Unnat Goenka |
Vanshay Goenka |
Son of Mr. Rajeev Goenka and Mrs. Poonam Goenka. Brother of Mr. Unnat
Goenka |
Unnat Goenka |
Son of Mr. Rajeev Goenka and Mrs. Poonam Goenka. Brother of Mr. Vanshay
Goenka |
Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013, Mrs. Poonam Goenka (DIN: 00304729),
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting and being eligible, offered herself for re-appointment. Brief profile of Director
seeking Appointment/Re-appointment is given as annexure to the Notice of AGM.
The Board confirms that none of the Directors of the Company is disqualified from being
appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary
declaration has been obtained from all the Directors in this regard.
Declaration by Independent Director:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as specified under Section 149(6)
of the Companies Act, 2013 read with schedules and rules issued thereunder. They have also
confirmed that they meet the requirements of
"Independent Director" as mentioned under Regulation 16(1)(b) of the SEBI
(Listing Obligation and
Disclosure Requirement) Regulation, 2015.
Pursuant to Data Bank Notification relating to IICA dated 22nd October, 2019
Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of
Databank of Independent Directors) Rules, 2019 and Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2019, all the existing Independent
Directors have registered themselves with Indian Institute of Corporate Affairs.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
The Company's Independent Directors held their meeting on 14.02.2025, without the
attendance of Non-Independent Directors and members of the management. All Independent
Directors were present at the meeting.
BOARD MEETINGS:
During the Financial Year 2024-25, Fifteen numbers of Board Meetings were held, details
of which are given below:
Sl. No. Date of Meeting |
Board strength |
No. of Directors present |
| 1. 04/04/2024 |
6 |
5 |
| 2. 02/05/2024 |
6 |
6 |
| 3. 18/05/2024 |
6 |
5 |
| 4. 29/05/2024 |
6 |
5 |
| 5. 13/06/2024 |
6 |
5 |
| 6. 23/07/2024 |
6 |
6 |
| 7. 29/07/2024 |
6 |
6 |
| 8. 20/08/2024 |
6 |
5 |
| 9. 29/08/2024 |
6 |
6 |
| 10. 14/09/2024 |
6 |
4 |
| 11. 28/09/2024 |
6 |
6 |
| 12. 14/11/2024 |
6 |
6 |
| 13. 16/11/2024 |
6 |
5 |
| 14. 04/02/2025 |
6 |
6 |
| 15. 07/02/2025 |
6 |
6 |
Frequency and Quorum at these Meetings were in conformity with the provisions of the
Companies Act, 2013 and the "Listing Regulation" and the listing
agreements entered into by the company with the Stock Exchange. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015.
COMMITTEES OF BOARD:
The Board of Directors has constituted three Committees, viz.;
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their composition, terms of reference and
meetings held during the year are provided in Annexure-II.
DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well the evaluation of
the working of its Audit, Nomination & Remuneration and Stakeholder committee,
including the Chairperson of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the
Chairperson and the Non-Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process.
The Company's Nomination & Remuneration policy which includes the Director's
appointment & remuneration and criteria for determining qualifications, positive
attributes, independence of the Director & other matters is available on the website
of the Company at the link www.coolcapsindustries.in
Neither the Chairman Cum Managing Director nor Whole-time Director received any
remuneration or commission from any of the Company's Subsidiaries.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirm 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 judgements and estimates that are reasonable and prudent so as to give true and
fair view of the state of affairs of the Company as at the end of financial year and the
Profit of the Company for the year ended on that date; (iii) The Directors had taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies 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, which are
adequate and operating effectively; and (vi) The Directors had devised proper systems to
ensure compliance with the provisions of all applicable laws and such systems were
adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analyses Report has been furnished herewith to Board's
Report as
Annexure III.
STATUTORY AUDITORS' OBSERVATIONS:
The report of the Statutory Auditors along with notes to financial statements is
enclosed to this report. The
Notes on financial statement referred to in the Auditors' Report are self-explanatory
and do not call for any further comments. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
STATUTORY AUDITORS:
M/s. Keyur Shah & Associates., Chartered Accountants, Ahmedabad, (FRN 333288W)
appointed as Statutory Auditors of the Company in the 9th Annual General
Meeting for a period of 5 years to hold the office till the conclusion of 14th
Annual General Meeting and they had also given a Certificate of eligibility under section
141 of the Companies Act, 2013.
Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th
May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not
required to be ratified at every AGM.
SECRETARIAL AUDITOR:
Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr.
Hansraj Jaria, Company Secretary in Practice (Membership No. F7703, COP No. 19394),
Kolkata has been re-appointed by the board as a secretarial auditor of the company for
the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year ended 31st March, 2025
is attached herewith as Annexure-IV.
The observations and comments, if any, appearing in the secretarial audit report are
self-explanatory and do not call for any further explanation/clarification. The
secretarial auditor report does not contain any qualification, reservation or adverse
remark.
INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules
made there under (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force), the board of directors of the company on recommendation of Audit
Committee, at their meeting held on 23/07/2024 had appointed M/s. Ankit Khater &
Associates, having Firm Registration Number (FRN) 330618E, represented by Mr. Ankit
Khater, as its proprietor, who is a Fellow Member of the Institute of Chartered
Accountants of India, having membership number 306756, as Internal Auditors to conduct
Internal Audit for the financial year 2024-25.
COST AUDIT:
Central Government has notified rules for Cost Audit and as per new Companies (Cost
Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Cost audit report
for the FY 2024-25 is not applicable to the Company.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended
31st March, 2025, will be available on the website of the Company at
www.coolcapsindustries.in once it is filed with the Registrar of Companies and thereafter
the same can be viewed by the members and stakeholders.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has given loans, made Investment, given guarantee and securities during the
year under review with compliance of provisions of section 186 of Companies Act, 2013.
Details of loans, guarantees and investments as on 31.03.2025 are disclosed herewith.
Details of Loans Given as follows, which are repayable on demand:
(Rupees in Lakhs)
Name and CIN of the Company |
Balance as on 31.03.2025 |
Purv Technoplast Pvt Ltd (CIN: U25111WB2020PTC238179) |
271.00 |
Purv Packaging Pvt Ltd (CIN: U25209WB2020PTC240595) |
404.15 |
Purv Films Pvt Ltd (CIN: U74900WB2000PTC092146) |
1530.42 |
Re.Act Waste Tech Pvt Ltd. (CIN:U37100WB2020PTC238337) |
78.00 |
TOTAL |
2293.57 |
Details of Guarantees provided for various Credit Facilities from HDFC Bank as
mentioned in Annual Accounts for the FY 24-25: (Rupees in Lakhs)
Name of the Company |
Amount |
| Purv Ecoplast Pvt Ltd (CIN: U37200WB2020PTC237712) |
928.08 |
| Purv Packaging Pvt Ltd (CIN: U25209WB2020PTC240595) |
1397.20 |
| Purv Flexipack Ltd (CIN: L25202WB2005PTC103086) |
1975.00 |
| Purv Technoplast Pvt Ltd (CIN: U25111WB2020PTC238179) |
3441.81 |
Details of Investment made:
(Rupees in Lakhs)
Name and CIN of the Company |
Type of Investment |
No. of Shares Acquired |
Amount of Investment as at 31.03.2025 |
Extent of Holding |
Purv Ecoplast Pvt Ltd (CIN: U37200WB2020PTC237712) |
In Equity Shares |
1,00,000 |
10.00 |
100% |
Purv Technoplast Pvt Ltd (CIN: U25111WB2020PTC238179) |
In Equity Shares |
21,60,000 |
216.00 |
100% |
Purv Packaging Pvt Ltd (CIN: U25209WB2020PTC240595) |
In Equity Shares |
1,00,000 |
10.00 |
100% |
Re.Act Waste Tech Pvt Ltd (CIN: U37100WB2020PTC238337) |
In Equity Shares |
20,000 |
0.20 |
100% |
RELATED PARTY TRANSACTIONS:
During the year under review, all transactions entered into with Related Parties were
approved/ ratified by the Audit Committee and wherever required, were also approved by the
Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained
for transactions of repetitive nature.
All related party transactions that were entered into during the financial year ended
31st March, 2025 were on an arm's length basis and were in the ordinary course
of business.
Further, significant related party transactions during the year under review made by
the Company with Promoters, Directors, our Group Companies or other designated persons
which may have a potential conflict with the interest of the Company at large is disclosed
in Form AOC-2 is attached herewith as "Annexure V". However, the
disclosure of transactions with related party for the year, as per Accounting Standard -18
Related Party Disclosures is given in Note No. 2.32 to the Balance Sheet as on 31st March,
2025.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a
Certificate from a Practicing Company Secretary confirming that none of the Directors on
the Board of the Company have been disqualified from being appointed or continuing as
Directors in terms of Section 164 of the Companies Act, 2013. A copy of the said
Certificate forms part of this Annual Report and is annexed herewith as "Annexure
VII".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
In accordance with the provisions of section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining
to conservation of energy, technology absorption, foreign exchange earnings and outgo are
as follows:
A. Conservation of Energy:
All the manufacturing/servicing/job work facilities continued their efforts to reduce
the specific energy consumption. Specific and total energy consumption is tracked at
individual block level and also at consolidated manufacturing or servicing level. Apart
from regular practices and measures for energy conservation, many new initiatives were
driven across the units. Some of them are mentioned below:
? LED Lights in offices & factories in place of CFL in offices & factories ?
Use of Natural Ventilation ? Switch off electrical appliances, whenever not required
Nevertheless, Company has taken various measures to conserve and minimize the use of
energy wherever it is possible.
B. Technology Absorption:
Your Company is committed towards technology driven innovation and inculcating an
innovation driven culture within the organization. During the year under review, your
Company continued to work on advanced technologies, up gradation of existing technology
and capability development in the critical areas of current and future growth.
C. Foreign Exchange Earnings and Outgo:
(Rupee In Lakhs)
Particulars |
2024-25 |
2023-24 |
| Total Earnings in Foreign Currency |
217.86 |
- |
| Total Expenditure in Foreign Currency |
2850.12 |
6200.56 |
RISK MANAGEMENT POLICY:
The Listing Regulations required that all listed Companies shall lay down the procedure
towards risk assessment. It also requires that the Company must frame, implement and
monitor the risk management plan of the Company. To overcome this and as per the
requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there
under, if any, Board has framed a Risk Management Policy to oversee the mitigation plan
including identification of element of risk, for the risk faced by the Company, which in
the opinion of the Board may threaten the existence of the Company. The objective of the
policy is to make an effective risk management system to ensure the long-term viability of
the Company's business operations.
Although the Company has adopted the policy regarding the assessment of the risk and
its updates are provided to the senior management of the Company the process for the
mitigation of the risk is defined under the risk management policy of the company which
are available for the access on our website www.coolcapsindustries.in.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in all material respects, an adequate Internal Financial Control System
over Financial Reporting and such Internal Financial controls over financial reporting
were operating effectively.
The company has proper and adequate system of Internal control to ensure that all
assets are safeguarded and protected against loss from unauthorized use or disposition and
that transaction are authorized, recorded and reported correctly. The company has
effective system in place for achieving efficiency in operations, optimum and effective
utilization of resources, monitoring thereof and compliance with applicable laws.
LISTING OF EQUITY SHARES:
The Equity shares of the Company are listed on SME Emerged Platform of National Stock
Exchange of India Limited. The Company is regular in payment of Annual Listing Fees and
other compliance fees.
CREDIT RATING:
The Company has taken credit rating from M/s. INFOMERICS VALUATION AND RATING PVT LTD
vide credit rating report dated February 12, 2025 which is as under:
Particulars |
Rating |
Total Bank Loan Facilities Rated |
Rs. 68.44 Crore (Rupees sixty-eight crore forty-four lakhs
Only) |
Long Term Bank Facilities |
Rs. 59.24 Crore (Rupees fifty-nine Crore twenty-four Lakhs
Only) |
Short Term Bank Facilities |
IVR BB+/ Positive (IVR Double B Plus with Positive Outlook) Rs.
9.20 Crore (Rupees Nine Crore Twenty Lakhs Only) IVR A4+ ( IVR A Four Plus) |
CORPORATE SOCIAL RESPONSIBILITY:
In compliance with Section 135 of the Act, the Company has undertaken CSR activities,
projects and programs as provided in the CSR policy of the Company and as identified under
Schedule VII of the Act and excluding activities undertaken in pursuance of its normal
course of business. The Corporate Social Responsibility (CSR) Policy formulated by the
Company is available at the website of the company at www.coolcapsindustries.in. The
policy encompasses the philosophy of the Company for delineating its responsibility as a
corporate citizen and lays down the guideline and mechanism for undertaking socially
useful programs for welfare of the community at large and for under privileged community
in the area of its operation in particular.
The Annual Report on CSR containing salient features of the CSR Policy, details of
activities, and other information as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 are provided in Annexure VI attached to this
Report.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES - WHISTLE BLOWER MECHANISM/ VIGIL
MECHANISM:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177(10) of the Companies Act, 2013. Through this policy,
employees can raise concerns regarding any discrimination, harassment, victimization, any
other unfair practice being adopted against them or any instances of fraud by or against
your Company. Any incidents that are reported are investigated and suitable action taken
in line with the Whistle Blower Policy. The said policy is available at the website of the
Company at link www.coolcapsindustries.in.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violations. The Policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company Securities.
The Insider trading Policy of the Company is available on our website
(http://www.coolcapsindustries.in).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the company has in place a policy on prevention of
sexual harassment at work place. There was no case reported during the year under review
under the said Policy.
The Company's goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences and other factors,
and contribute to the best of their abilities.
The following is a summary of complaints received and resolved during the reporting
period:
Sl. No Nature of Complaint |
Number of Complaint Received |
Number of Complaint Disposed Off |
Number of Complaints Pending |
1. Sexual Harassment |
NIL |
NIL |
NIL |
2. Workplace Discrimination |
NIL |
NIL |
NIL |
3. Child Labour |
NIL |
NIL |
NIL |
4. Forced Labour |
NIL |
NIL |
NIL |
5. Wages and Salary |
NIL |
NIL |
NIL |
6. Other Issues |
NIL |
NIL |
NIL |
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, and
during the year, there was no claim for maternity benefits by any woman employee. The
Company continues to comply with the provisions of the Maternity Benefit Act, 1961, The
Company remains committed to fostering an inclusive and supportive workplace for its women
employees.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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:
No Such Events occurred since the end of the Financial Year and the date of the Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATING AUTHORITIES:
In the current financial year, no significant and material orders have been passed by
any regulating authorities so as to affect the going concern of the business.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-VIII
to this Report.
SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards 1 & 2 issued by the Institute
of Company Secretaries of India on Board and General Meetings.
REPORTING OF FRAUDS BY AUDITORS:
The Statutory Auditors of the Company have not reported any fraud as specified under
the second proviso of section 143(12) of the Act (including any statutory modification(s)
or re-enactment(s) for the time being in force.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
There were no qualifications, reservations, adverse remarks or disclaimers made by
Statutory Auditors of the Company in their Audit Report.
ENVIRONMENT, HEALTH AND SAFETY:
The Company accords the highest priority to Environment, Health and Safety. The
management is constantly reviewing the safety standards of the employees and the
management believes in the concept of sustainable development.
CORPORATE GOVERNANCE:
Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15
of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("
LODR") the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and
Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate
Governance Report does not form part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRR):
The Business Responsibility and Sustainability Report as required under Regulation
34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015,
is not applicable on the company for the Financial Year ended 31st March, 2025.
OTHER DISCLOSURES:
a. The Company had no scheme or provision of money for the purchase of its own shares
by employees/ Directors or by trustees for the benefit of employees/Directors. b. The
Company has not entered into any one-time settlement proposal with any Bank or financial
institution during the year. c. As per available information, no application has been
filed against the Company under the
Insolvency and Bankruptcy Code, 2016 nor are any proceedings thereunder pending as on
31st March, 2024. d. There were no amounts which were required to be transferred to the
Investor Education and
Protection Fund by the Company during the year. e. All the assets of the company are
adequately insured and the company has developed proper system for taking insurance on all
its insurable assets in order to mitigate.
ACKNOWLEDGEMENT:
Your Directors would like to express their appreciation for assistance and co-operation
received from the Banks, Customers, Vendors and members during the year under review. Your
Directors also wish to place on record their appreciation to employees at all levels for
their hard work, dedication and commitment which has enabled the Company to march ahead.
For Cool Caps Industries Limited
Date: 21.08.2025 |
Place: Kolkata |
Sd/- |
Rajeev Goenka |
DIN: 00181693 |
Chairman and Managing Director |
|