As on: Nov 19, 2025 12:07 PM
To
The Members
SEL Manufacturing Company Limited
The Directors hereby present the 25th Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2025.
1. FINANCIAL RESULTS:
(Rs in Lakhs)
Revenue from Operations
Other Income
Total
Less:
Expenditure
Depreciation & Amortisation
Profit/(loss)before exceptional items and tax:
Exceptional Items
Profit/(Loss) before tax
Less: Taxes
Profit/(Loss)from continuing Operations
Profit/(Loss)from discontinuing Operations
Profit/(Loss) for the period
Other Comprehensive Income i)Items that will not be reclassified
to Profit or loss
ii) Items that will be reclassified to Profit or loss
Total Comprehensive Income/(Loss)for the Period
2. BUSINESS:
The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kinds of Yarn with production facilities located at different parts of India.
3. STATE OF COMPANY'S AFFAIRS:
During the year under review, your company has Revenue from Operations of Rs. 3,286.91 lacs as compared to Rs. 37,427.31 lacs in the previous year. After deducting Expenses there was a loss of Rs. 17,297.25 lacs as compared to loss of Rs. 20,818.20 lacs during the previous year. After adjusting Exceptional Items there was Loss of Rs. 13,071.99 lacs as compared to loss of Rs. 19,295.33 lacs during the previous year. After providing for other adjustments/comprehensive income, the current year Loss stood at Rs. 15,271.71 lacs as compared to the Loss of Rs. 20,480.84 lacs during the previous year.
Earlier, the Company went through Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy code (IBC), 2016, pursuant to an application filed before the Hon'ble National Company Law Tribunal, Chandigarh Bench ("NCLT") by State Bank of India against SEL Manufacturing Company Limited ("Corporate Debtor"), under Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the
rules and regulations framed thereunder, as amended from time to time ("Code"), The Hon'ble National Company Law Tribunal, Chandigarh Bench on February 10, 2021 had approved the Resolution plan submitted by Consortium of Arr Ess Industries Private Limited and Leading Edge Commercial FZE ("Consortium" or "Resolution Applicant") in respect of SEL Manufacturing Company Limited ("Company"). Pursuant to the Corporate Insolvency Resolution Process, the Company has been taken over by new management.
The Company has been regularly paying interest and instalments as per terms of resolution plan and there has never been a delay of even a single day in any of the months. Despite the foregoing compliance by the Company, the Company has received a notices from certain banks declaring the name of the Company as wilful defaulter. Post implementation of the resolution plan, certain actions were required to be taken sequentially by the resolution applicant, company and the lenders. First of all, joint documents were required to be executed and the same was done. Post that the resolution applicant was required to bring in Rs.50.00 crores. The same were brought in by the resolution applicant and it was used for making payments to financial creditors & operational creditors. Thereafter, a security trustee was appointed. After that equity shares & debentures were allotted to the lenders and the equity shares allotted to the resolution applicant were pledged with the lenders. As per terms of resolution plan, term loan-II of Rs.50.00 crores was required to be repaid and the same was duly done.
During the intervening period of one year, the lenders were required to take steps for removal of Company name from the CIBIL and fraud list and issue a satisfaction letter for removal of redundant charges of about Rs.12000 crores from MCA records. However, despite repeated reminders and requests from the Company nothing in this regard has been done by the banks. In fact, two of the bankers have included the name of the new directors in the CIBIL list even though the interest and instalments are being served on time. Due to this, the Company has not been able to obtain external rating.
The Company is finding it very difficult to raise finances from the market as the name of the Company and the new directors still appears in the CIBIL list and fraud list. Not only this, the Company is also not able to get business from international and domestic buyers as most of these buyers ask for credit rating before placing the orders. However, as the name of Company appears in CIBIL and fraud list and also because of redundant charges of Rs.12000 crores standing in the name of the Company, the Company is unable to get credit rating and consequently unable to generate orders from international buyers. All this is severely hampering the business of the Company.
The resolution applicant had estimated certain financial projections relating to sales and profitability while submitting the resolution plan with committee of creditors. Based on these financial projections, the repayment of loans and payment of interest was scheduled. However, due to reasons mentioned above, the Company is finding it very difficult to achieve the estimated sales and the company continues to incur losses. Due to continuation of situation, servicing of financial obligations is becoming difficult.
4. SUBSIDIARY COMPANY/FIRM(S):
SEL Aviation Private Limited, which was a subsidiary of the Company, has been struck off from the Register of Companies and dissolved with effect from 25th November 2023.
Accordingly, as on the date, the Company does not have any subsidiary as per the provisions of the Companies Act, 2013.
5. CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company did not have any subsidiary during the financial year under review, the preparation of Consolidated Financial Statements is not applicable.
6. CORPORATE GOVERNANCE:
Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2024-25 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Chartered Accountant in Practice on compliance with corporate governance norms is also attached thereto.
7. DIVIDEND:
The directors have not recommended any dividend for the financial year 2024-25. Further, the dividend distribution policy is annexed and marked as Annexure - E.
8. AMOUNTS TRANSFERRED TO ANY RESERVES:
The Company has not transferred any amount to any reserves during the financial year.
9. SHARE CAPITAL:
There was no change in the Capital structure of the Company during the year, Further, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.
10. FIXED DEPOSITS:
During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.
11. SECRETARIAL STANDARDS:
The Company has complied with applicable secretarial Standards.
12. DIRECTORS AND KMP:
The following changes occurred in the directorship of the company during the period under review:-
1. Ms. Nidhi Aggarwal (DIN: 09149030) Independent Director of the company, resigned from the directorship of the company and accordingly she ceased to hold the office of director of the company w.e.f. 14th May, 2024.
2. Ms. Meghna Mahendra Savla (DIN: 09152133) Independent Director & Chairperson of the company, resigned from the directorship of the company and accordingly she ceased to hold the office of director of the company w.e.f. 14th May, 2024.
3. Mrs. Seema Singh (DIN: 10042852) was appointed as Additional Director (Independent Director) of the company w.e.f. 22nd May, 2024.
4. Mr. Manjit Singh Kochar (DIN: 08298764) was appointed as Additional Director (Independent Director) of the company w.e.f. 22nd May, 2024.
5. Mr. Manjit Singh Kochar (DIN: 08298764) was designated as chairperson of the company w.e.f. 22nd May 2024.
6. Mr. Dinesh Kumar Mehtani (DIN: 08909769), Director of the Company, retires by rotation at Annual General Meeting and being eligible offered himself for re-appointment. The shareholders approved the re-appointment at the AGM.
7. Mrs. Seema Singh (DIN: 10042852) was appointed as a Director (Independent Director) of the Company to hold office for a term upto five consecutive years commencing from 22nd May, 2024.
8. Mr. Manjit Singh Kochar (DIN: 08298764) was appointed as a Director (Independent Director) of the Company to hold office for a term upto five consecutive years commencing from 22nd May, 2024.
9. Mr. Sumit Sushil Jain (ACS A66642) an associate member of the Institute of Company Secretaries of India was appointed as Company Secretary cum Compliance Officer of the company w.e.f. 12th March, 2025.
The following changes occurred in the directorship and KMP of the company after the closure of financial year ending on 31st March, 2025 but before signing of this report :-
1. Mr. Dinesh Kumar Mehtani (DIN: 08909769), Director of the company, resigned from the directorship of the company and accordingly he ceased to hold the office of director of the company w.e.f. 18th July, 2025.
2. Mrs. Seema Singh (DIN: 10042852), Independent Director of the company, resigned from the directorship of the company and accordingly she ceased to hold the office of director of the company w.e.f. 29th July, 2025.
3. Mr. Manjit Singh Kochar (DIN: 08298764), Independent Director ofthe company, resigned from the directorship of the company and accordingly he ceased to hold the office of director of the company w.e.f. 29th July, 2025.
4. Mr. Navneet Gupta, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the company, resigned from the position of CFO and KMP of the company and accordingly he ceased to hold the office of the company w.e.f. 31st July, 2025.
5. Mr. Naveen Arora (DIN: 09114375), whole-time Director was appointed as CFO (Chief Financial Officer) of the Company w.e.f. 05th August, 2025.
6. Ms. Meghna Mahendra Savla (DIN: 09152133) was appointed as an additional director (Independent) on the board of the company w.e.f. 05th August, 2025.
7. Ms. Menka Rajdev Yadav (DIN: 11220201) was appointed as an additional director (Independent) on the board of the company w.e.f. 05th August, 2025.
8. Mr. Dharminder Pal (DIN: 11229145) was appointed as an additional director (Non-Executive, Non-Independent) on the board of the company w.e.f. 05th August, 2025.
9. Ms. Meghna Mahendra Savla (DIN: 09152133) was designated as chairperson of the company w.e.f. 05th August, 2025.
10. Mr. Sumit Sushil Jain resigned from the post of Company Secretary & Compliance Officer of the company w.e.f. 11th August, 2025.
Further, the Board of Directors have recommended -
Mr. Shashankrai (DIN: 08916697), Director of the Company, retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. Details of appointment and terms are given in detail in the Notice/Annexure to Notice for the ensuing Annual General Meeting. The Board recommended his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
13. BOARD COMMITTEES
The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations.
Audit Committee
Nomination and Remuneration Committee Stakeholders' Relationship Committee Risk Management Committee
All these committees have been established as a part of the best corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the aforesaid committees. The details in respect to the compositions, powers, roles, and terms of reference etc., are provided in the Corporate Governance Report forming part of this report.
17. LISTING WITH EXCHANGES AND LISTING FEES:
The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further, the Company has paid the Listing fees to the Both Stock exchanges for financial year 2024-25. Invoices for the listing fees have been generated for FY 2025-26. However, payment for the same is yet to be made.
18. AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the company at its Annual General Meeting held on 22nd September, 2022, had appointed M/s Kamboj Malhotra & Associates, (Formerly Known as M/s Malhotra Manik & Associates), Chartered Accountants, Ludhiana, (Firm Registration No. 015848N), as statutory auditors of the Company. The present term of M/s Kamboj Malhotra & Associates, as Statutory Auditors would expire till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.
19. AUDITORS' REPORT:
M/s Kamboj Malhotra & Associates, (Formerly Known as M/s Malhotra Manik & Associates), Chartered Accountants, Ludhiana, (Firm Registration No. 015848N), have audited the financial statements of the Company for the financial year ended March 31, 2025. The report of Auditors and notes on accounts are self-explanatory and do not call for any further comment. Further, The Auditors' Report contain following Remarks/ Qualified Opinion in the report:
Auditor Remarks
The Company is required to determine impairment in respect of Property, Plant & Equipment and Capital Work in Progress as per the methodology prescribed under the said Ind AS. However the Management of the Company has not done impairment testing for the reasons explained in the note. In the absence of any working for impairment of the Property, Plant & Equipment and Capital Work in Progress as per Ind AS 36, the impact of impairment, if any on the IND AS financial Statements is not ascertainable.
The company has not carried out an impairment assessment of its Property, Plant & Equipment & Capital Work in Progress as at the Balance Sheet Date, due to prevailing financial Constraints. The company's manufacturing facilities remained non- operational for the majority of the Units, indicating potential impairment indicators. However, no impairment loss has been recognized during the year.
20. COST AUDITORS:
In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year and accordingly such accounts and records are made and maintained. The Board appointed M/s. Jatin Sharma & Co., Cost Accountants, as cost auditors of the Company for the financial year 2025-26 at a fee of INR 77,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report for the financial year ended March 31, 2025 would be filed with the Central Government.
21. BOARD MEETINGS:
During the year under review, the Board met Four (4) times and the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013. The details of Board Meeting are set out in Corporate Governance Report which forms part of this Annual Report.
22. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
The meeting of Independent Directors of the Company for the financial year 2024-25 was held on 14th November, 2024, to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole. The evaluation was done by way of discussions on the performance of the Non- Independent Directors, Chairperson and Board as a whole. A policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for
performance evaluation of non-executive directors and executive directors has been formulated by the Company.
The Board of Directors has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy.
23. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:
The Nomination & Remuneration Committee of the Company has formulated the ‘Nomination & Remuneration Policy' on Director's appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Nomination & Remuneration Policy is annexed hereto and forms part of this Report as Annexure D and is also available on the website of the Company at http: //www .selindia.in/uploads/Policies-and-Codes/8 -Remuneration-Policy.pdf
24. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
Not Applicable, during the year under review.
25. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
26. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.
27. RISK MANAGEMENT:
The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.
The Risk Management policy may be accessed on the Company' s website at
http://www.selindia.in/uploads/Policies-and-Codes/17-Risk-Management-Policy.pdf .
28. LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY:
Details of loans, guarantees and investments by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.
29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:
The Company went through Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy code (IBC), 2016, pursuant to an application filed before the Hon'ble National Company Law Tribunal, Chandigarh Bench ("NCLT") by State Bank of India against SEL Manufacturing Company Limited ("Corporate Debtor"), under Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time ("Code"), The Hon'ble National Company Law Tribunal, Chandigarh Bench on February 10, 2021 had approved the Resolution plan submitted by Consortium of Arr Ess Industries Private Limited and Leading Edge Commercial FZE ("Consortium" or "Resolution Applicant") in respect of SEL Manufacturing Company Limited ("Company").
30. MATERIAL CHANGES & COMMITMENTS:
No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2024-25 and till the date of this report.
31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has always believed in providing a safe and harassment free workplace for every individual working in SEL through various interventions and practices. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2025, no complaints pertaining to sexual harassment were received.
32. RELEVANT EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is http://www.selindia.in/annual-retum.html.
33. SECRETARIAL AUDIT:
M/s Lal Ghai & Associates, Ludhiana (CP No. 14807), were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company for the financial year 2024-25. The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2025. This Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure F.
34. RELATED PARTY TRANSACTION:
The Company has a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The said policy is available on Company's website at weblink http://www.selindia.in/uploads/Policies-and-Codes/9-Policy-on-Related- Party-Transactions.pdf . Further, the Company has also formulated a policy for determining ‘material' subsidiaries. The said policy is available on the Company's website viz. www.selindia.in/policy.html . Details of transactions are also given in Annexure A to this report in form AOC 2.
35. VIGIL MECHANISM:
The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company' s Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.
Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.selindia.in/policy.html.
36. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:
SEL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
37. FAMILIARISATION PROGRAM FOR DIRECTORS:
The Company provides an orientation and business overview to all its new Directors and Independent directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities.
The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The details of the familiarization program for Directors is available on the website of the Company viz. http://www.selindia.in/uploads/Policies-and-Codes/11-Familization-Programme-Policy.pdf
38. AUDIT COMMITTEE:
The Board has constituted its Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31st March, 2025, The Audit Committee of the Company comprises of the following members namely:
1) Mr. Manjit Singh Kochar
2) Mr. Dinesh Kumar Mehtani
3) Mrs. Seema Singh
Mr. Manjit Singh Kochar is the Chairman of the said committee.
However, after the closure of the financial year, due to changes in the Directorship of the company, the audit committee was reconstituted with following members:
Sr. No. Name of Director
1. Meghna Mahendra Savla
2. Menka Raj dev Yadav
3. Dharminder Pal
39. DEPOSITS
The company has received loan from entities as falls under Rule 2(1)(c) which shall not be considered as deposits as per Companies (Acceptance of Deposits) Rules, 2014 under the Companies Act, 2013.
40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure B to this report.
41. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure- C to this report and forms part of this report.
42. BUSINESS RESPONSIBILITY REPORT:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top 1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.
43. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors would like to assure the Members that the financial statements for the year under review confirm in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:
a) In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and have 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/loss of the Company for the year ended on 31st March, 2025;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts/financial statements have been prepared on a going concern basis.
e) That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
44. CORPORATE SOCIAL RESPONSIBILITY:
The provisions relating to Corporate Social Responsibility are not applicable to the Company based on Annual Financial Statements.
45. ACKNOWLEDGEMENT:
Your Directors express their gratitude to the Company's vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.
NAVEEN ARORA
Whole-time Director
DIN:09114375