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Butterfly Gandhimathi Appliances Ltd.

BSE: 517421 Sector: Consumer
NSE: BUTTERFLY ISIN Code: INE295F01017
BSE 09:30 | 04 Oct 1666.60 38.75
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NSE 09:19 | 04 Oct 1682.90 57.30
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OPEN 1684.90
PREVIOUS CLOSE 1627.85
VOLUME 71
52-Week high 1745.75
52-Week low 812.10
P/E 85.07
Mkt Cap.(Rs cr) 2,980
Buy Price 1660.00
Buy Qty 2.00
Sell Price 1664.30
Sell Qty 2.00
OPEN 1684.90
CLOSE 1627.85
VOLUME 71
52-Week high 1745.75
52-Week low 812.10
P/E 85.07
Mkt Cap.(Rs cr) 2,980
Buy Price 1660.00
Buy Qty 2.00
Sell Price 1664.30
Sell Qty 2.00

Butterfly Gandhimathi Appliances Ltd. (BUTTERFLY) - Director Report

Company director report

Your Directors have pleasure in presenting this Thirty Fifth AnnualReport together with the Audited Statement of Accounts for the financial year ended on 31stMarch 2022.

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March2022 is summarised below:

(Rs in lakhs)

Financial Year ended on
31st March 2022 31st March 2021
Revenue from Operations (Net) 100530.40 86963.81
Other Income 194.22 158.05
Operating Expenditure 94927.89 79269.05
Operating Profit before Depreciation and Finance Cost 5602.51 7694.76
Profit before Depreciation Finance cost and
5796.73 7852.81
Exceptional Items
Finance Cost 1113.44 1462.78
Depreciation 1546.49 1555.17
Profit before Exceptional Items and Tax 3136.80 4834.86
Exceptional Items 660.48 -
Profit before Tax 2476.32 4834.86
Income Tax/Deferred Tax 863.64 1219.05
Profit after Tax 1612.68 3615.81
Other Comprehensive Income net of tax 24.84 51.98
Total Comprehensive Income for the year 1637.52 3667.79

PERFORMANCE AT A GLANCE

During the year under review the total revenue amounted to Rs100530.40 Lakhs as against Rs 86963.81 Lakhs in the previous year. EBITDA for the yearstood at Rs 5136.25 Lakhs as against Rs 7852.81 Lakhs during the previous year. EBITDAmargins for the year stood at 5.11 % as against 9.03 % for previous year.

Depreciation for the year stood at Rs 1546.49 Lakhs as against Rs1555.17 Lakhs recognized during the Previous Year.

Interest expense for the year stood at Rs 1113.44 Lakhs as against theprevious year of Rs 1462.78 Lakhs.

Profit before Tax was Rs 2476.32 Lakhs compared to Rs 4834.86 Lakhsduring the Previous Year.

DIVIDEND

The Board has declared and paid the following interim dividend onshares of Face Value Rs 10/- each

Date of Board Meeting 27th October 2021
Dividend Rate per Share Rs 3.00 per share of face value Rs 10/- each
Record Date 5th November 2021

Note:

The Board has recommended the same to be confirmed as Final Dividendfor the Financial Year 2021-22.

Your Company has formulated a Dividend Distribution Policy incompliance with Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015 ("Listing Regulations") copy of which is available on thewebsite of the Company at www.butterflyindia.com.

BUSINESS PERfORMANCE

The year began with the pandemic induced lockdown disruptingoperations and bringing the market to a standstill. The adverse impact of the challengingbusiness environment was reflected in the less than targeted performance of the Company inthe first quarter of the year. However strategic measures were deployed to resumeoperations under a stringent safety protocol to meet the burgeoning market demand from thesecond quarter onwards. Additionally various initiatives were taken to expand the marketfor Company's products to new geographies and for maximisation of efficienciesparticularly in the area of cost reduction and working capital management.

The business contingency plans focussed on digitalization of salesprocess innovative marketing strategies and careful optimisation of supplies to variouschannels as and when each channel became operational. During Q2 the Company'sperformance improved and achieved the sale of Rs 403.12 crores. During the year yourCompany achieved the Sale of Rs 1005.20 Crores against Rs 869.64 Crores during thePrevious year.

SHARE CAPITAL

During the year under review there was no change in the Share Capitalof the Company.

RESERVES

Your Company does not propose to transfer any amount to the GeneralReserve.

CHANGE IN MANAGEMENT CONTROL

A Share Purchase Agreement ("SPA") between your Companyalong with certain members of the Promoter and Promoter group of the Company and CromptonGreaves Consumer Electricals Limited ("Crompton") ("Acquirer Company")was executed on 22nd February 2022.

Pursuant to the SPA Crompton has acquired 9833754 equity sharesrepresenting 55.00% of the equity share capital of the Company from the Promoters &Members of Promoter Group through the stock exchange settlement process on 25thMarch 2022 as follows:

S. No. Name of Promoter No. of Shares % of Shares
1. Mr. V. M. Lakshminarayanan 691776 3.87%
2. Mr. V. M. Balasubramaniam 691776 3.87%
3. Mr. V. M. Seshadri 691776 3.87%
4. Mr. V. M. Gangadharam 691776 3.87%
5. Mr. V. M. Kumaresan 691776 3.87%
6. M/s. LLM Appliances Private Limited 2867774 16.04%
7. M/s. V. M. Chettiar & Sons India LLP 3507100 19.62%
TOTAL 9833754 55.00%

Subsequent to the acquisition of 55% of equity shares of the CompanyCrompton has acquired sole control over the Company and has become a Promoter of theCompany. With a brand legacy of 80+ years Crompton Greaves Consumer Electricals Limitedis India's market leader in the category of fans and residential pumps. The Open Offer isbeing made by Crompton to the Public Shareholders in accordance with regulations 3(1) and4 of the Securities and Exchange Board of India ("SEBI") (SubstantialAcquisition of Shares & Takeover ) Regulations 2011 for acquisition of up to4648684 fully paid-up equity shares of face value of Rs 10.00 (Indian Rupees Ten only)each ("Equity Shares") representing 26.00% of the voting rights of the Companyfrom the Public Shareholders at a price of Rs 1433.90 (Indian Rupees One Thousand FourHundred and Thirty Three and Ninety Paise only). The Draft Letter of Offer has been filedwith the Securities Exchange Board of India ("SEBI") on 4th March2022. SEBI has given final observations on the draft Letter of Offer on 10thMay 2022. Pursuant to this Crompton will further progress on the open offer process.

Further a request letter from the Promoters & Members of PromoterGroup seeking reclassification from the ‘Promoter and Promoter Group' categoryto the ‘Public' category in accordance with the provisions of Regulation 31A ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 was received on30th March 2022 and taken on record by the Board of Directors on 1st April2022. The said letter shall be considered for further action by the Board of Directors inaccordance with Regulation 31A(10) and other applicable provisions of the ListingRegulations once the intention of the existing Promoters to reclassify is disclosed in theLetter of Offer to be issued by Crompton Greaves Consumer Electricals Limited under theapplicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)Regulations 2011.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board comprises eleven members as on the date ofthis Report. Mr. Rangarajan Sriram (DIN:09550640) is the ManagingDirectorMr.P.M.Murty(DIN:00011179)Mr.M.Padmanabhan (DIN:00101997) Mr. A.Balasubramanian (DIN:00490921) Mr. G. S. Samuel (DIN:05284689) Mr. T. R.Srinivasan (DIN:00367302) Ms. Maheshwari Mohan(DIN:07156606) Ms. Smita Anand(DIN:00059228) & Mr. P. R. Ramesh (DIN:01915274) are Independent Directors of theCompany. Mr. Shantanu Khosla (DIN:00059877) and Mr. Mathew Job (DIN:02922413) areNon-Executive Non-Independent Directors. The following changes took place duringthe year under review:- a) Appointments

Mr. P. M. Murty (DIN: 00011179) was appointed as an AdditionalIndependent Director in the capacity of Chairman of the Company with effect from 1stApril 2022 in accordance with the provisions of Sections 149 150 152 & 161 of theCompanies Act 2013 subject to approval of the Shareholders.

Mr. Rangarajan Sriram (DIN: 09550640) was appointed as an AdditionalDirector and he has been designated as the Managing Director of the Company with effectfrom 30th March 2022 in accordance with the provisions of Sections 152 161196 and 203 of the Companies Act 2013 subject to approval of the Shareholders.

Mr. Shantanu Khosla (DIN: 00059877) was appointed as an AdditionalNon-Executive Non-Independent Director of the Company with effect from 30thMarch 2022 in accordance with the provisions of Sections 152 and 161 of the CompaniesAct 2013 subject to approval of the Shareholders.

Mr. Mathew Job (DIN: 02922413) was appointed as an AdditionalNon-Executive Non-Independent Director of the Company with effect from 30thMarch 2022 in accordance with the provisions of Sections 152 and 161 of the CompaniesAct 2013 subject to approval of the Shareholders.

Mr. P. R. Ramesh (DIN: 01915274) was appointed as an AdditionalNon-Executive Independent Director of the Company with effect from 1st April2022 in accordance with the provisions of the Sections 149 150 152 and 161 of theCompanies Act 2013 subject to approval of the Shareholders.

Ms. Smita Anand (DIN: 00059228) was appointed as an AdditionalNon-Executive Independent Director of the Company with effect from 1st April2022 in accordance with the provisions of the Sections 149 150 152 and 161 of theCompanies Act 2013 subject to approval of the Shareholders.

Mr. V. M. Gangadhram (DIN:00106466) Whole Time Executive Director ofthe Company was reappointed at Annual General Meeting held on 29th July 2021for a period of 5 years from 1st October 2021 to 30th September2026.

Mr. V. M. Kumaresan (DIN:00835948) Whole Time Executive Director(Technical) of the Company was reappointed at Annual General Meeting held on 29th July2021 for the period of 5 years from 1st June 2021 to 31st May2026.

Ms. Priya Varshinee V M was appointed as the Deputy Company Secretary& Compliance Officer with effect from 30th June 2021 subsequent to thedemise of Mr. K. S. Ramakrishnan Company Secretary and General Manager-Legal on 18thMay 2021.

Change in Designation Ms. Priya Varshinee V M as Company Secretary& Compliance Officer with effect from 11th May 2022.

b) Resignations

Mr. V. M. Lakshminarayanan Chairman & Managing Director; Mr. V. M.Balasubramaniam Vice Chairman & Managing Director; Mr. V. M. Seshadri ManagingDirector; Mr. V. M. Gangadharam Executive Director; Mr. V. M. Kumaresan ExecutiveDirector – Technical resigned from the Company pursuant to Share Purchase Agreemententered between your Company with certain Member of Promoter & Promoter Group andCrompton Greaves Consumer Electricals Limited (CGCEL) of the Company with effect from 30thMarch 2022.

Mr. K.Ganesan (DIN:00102274) Independent Director of the Companyresigned from the Company owing to his ill-health and advancing age with effect from 3rdMarch 2022.

The Board expresses its appreciation for the valuable guidance andservices rendered by them during their tenure as Directors of the Company.

The Board has established Committees as a matter of good corporategovernance practice and as per the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Committees areAudit Committee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee Shareholders' Relationship & Share Transfer Committee Risk ManagementCommittee. The composition terms of reference number of meetings held and businesstransacted by the Committees are given in the Corporate Governance Report.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse boardin its success. Your Company believes that a truly diverse board will leverage differencesin thought perspective knowledge skill regional and industry experience cultural andgeographical backgrounds age ethnicity race and gender that will help us retain ourcompetitive advantage.

MANAGEMENT DISCUSSION AND ANALYSIS

The Directors' comments under the head Management Discussion andAnalysis which forms a part of this report are restricted to the areas which arerelevant to the current scenario of the Company and outlook as per Annexure I.

CREDIT RATING:

CRISIL has provided the Company's credit rating for its bankfacilities as follows:

Long Term Rating CRISIL A-/Stable
Short Term Rating CRISIL A2+

LOANS GUARANTEES AND INVESTMENTS

There were no particulars of Loans Guarantees and Investments coveredunder Section 186 of the Companies Act 2013 for the Financial Year 31st March2022.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the financial year of theCompany i.e. 31st March 2022 and the date of the Board Report.

HOLDING COMPANY

Pursuant to Section 2(87)(ii) of Companies Act 2013 Crompton GreavesConsumer Electricals Limited (CGCEL) has become the Holding Company with effect from 30thMarch 2022.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company doesn't have any Subsidiaries Associates or JointVenture etc.

DIRECTORS RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 as amended from time to time the provisions of the Act (to the extentnotified) and guidelines issued by the Securities and Exchange Board of India (SEBI). TheInd AS are prescribed under Section 133 of the Companies Act 2013 (‘the Act')read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and Companies(Indian Accounting Standards) Amendment Rules 2016. The Company has adopted all the IndAS standards and the adoption was carried out in accordance with applicable transitionguidance. Accounting policies have been consistently applied except where a newly issuedaccounting standard is initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use.

The Directors confirm that

(i) In the preparation of the annual accounts for the year ended 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; (ii) the Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2022 and of the profit and loss of the Companyfor that year; (iii) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) the Directors had prepared the annualaccounts of the Company on a ‘going concern' basis; (v) the Directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are reasonably adequate and operating effectively; and (vi) theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are reasonably adequate and operating effectively.

RELATED PARTY TRANSACTIONS AND PARTICULARS OF CONTRACTS OR ARRANGEMENTSMADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by your Company duringthe financial year 2021-22 with related parties were in the ordinary course of businessand on an ‘arm's length' basis. The Company had not entered into anycontract/arrangement/transactions with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

The Company enjoys distinct advantages in the form of competitiveprices product quality economy in transportation cost and lower inventories by virtue ofthe existing related party transactions.

All Related Party Transaction along with the Statement specifying thenature value and terms and conditions of the transactions were presented before the AuditCommittee and the Board for its consideration and approval.

There were no materially significant transactions with related parties(i.e. transactions exceeding 10% of the annual standalone turnover) during the year as perthe last audited financial statements. Accordingly the disclosure of transactions enteredinto with related parties pursuant to the provisions of Section 188(1) of the CompaniesAct 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is notapplicable.

RISK MANAGEMENT POLICY

The Board has formulated the Company's Risk Management Policyidentifying the elements of risk that the Company may face such as strategic financialcredit market liquidity security property legal regulatory and other risks pursuantto the provisions of Section 134(3)(n) of the Act which has been exhibited on theCompany's website at https://www.butterflyindia.com/investor-relations/

INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate system of internal controlscommensurate with its size requirements and the nature of operations. These systems aredesigned keeping in view the nature of activities carried out at each location and thevarious business operations. The company has documented a robust and comprehensiveinternal control system for all the major processes to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.

The Internal Auditor monitors and evaluates the efficacy and adequacyof internal controls system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit process owners undertake corrective action in their respective areas andthereby strengthen the controls. During the year the Audit Committee met regularly toreview the reports submitted by the Internal Auditor. All audit observations and follow-upactions thereon were reported to the Audit Committee. The Audit Committee has also takenthe views of Company's Statutory Auditors on the financial reporting systemcompliance to accounting policies and procedures the adequacy and effectiveness of theinternal controls and systems followed by the Company.

Your Company also has a Risk Management Framework in place covering allcritical areas of operation. This framework is reviewed periodically keeping in mind thebusiness dynamics and external environment and provides the guidelines for managing thevarious risks across the business.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY

The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that they meet with the criteriaof independence laid down in Section 149(6) of the Act and Rules made thereunder and alsoRegulation 16(1) (b) of the SEBI (LODR) Regulations 2015. Further they have also confirmedthat they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge the dutieswith an objective independent judgement and without any external influence.

The terms and conditions of appointment of the Independent Directorsare posted on the Company's website: https://www.butterflyindia.com/investor-relations.

A statement regarding the opinion of the Board with regard tointegrity expertise and experience (including the proficiency) of the independentdirectors appointed during the year under review has been detailed in the CorporateGovernance Report.

APPOINTMENT OF DIRECTORS AND MANAGERIAL PERSONS AND THEIR REMUNERATION

Pursuant to the provisions of Section 178(3) of the Act read withCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 19(4) read withSchedule II Part-D of SEBI Listing Regulations 2015 the Nomination and RemunerationCommittee has formulated the criteria for determining qualifications positive attributesand independence of a Director and for evaluating performance of the Directors and KeyManagement Personnel as well as other employees and which can be viewed at theCompany's website: https://www.butterflyindia.com/investor-relations/

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Section 2(51) and 203 of the Act thefollowing managerial personnel are Key Managerial Personnel (KMP) of the Company:

1. Mr. Rangarajan Sriram Managing Director

"Seconded from the Holding Company"

2. Mr. R Nagarajan Chief Financial Officer

3. Ms. Priya Varshinee V M

Company Secretary & Compliance Officer

CORPORAtE GOVERNANCE

Your Company has been complying with the provisions of CorporateGovernance as stipulated under applicable provisions of the Listing Regulations. Aseparate report on Corporate Governance along with Auditors' Certificate oncompliance of the Corporate Governance norms as stipulated in Regulation 34(3) of theListing Regulations forming part of this report are provided as Annexure II in this AnnualReport.

DEPOSITS

No public deposits have been accepted or renewed by your Company duringthe financial year under review pursuant to the provisions of Section 73 and 74 of the Actread together with the Companies (Acceptance of Deposits) Rules 2014. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Listing Regulations theperformance evaluation of the Board was carried out during the year under review. Moredetails on the same are given in the Corporate Governance Report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has in place a structured induction programme forinduction of new Directors as well as other initiatives to update the existing Directorson a continuous basis. The Familiarization Programme of the Company provides informationrelating to the Company operational activities business model of the Companygeographies in which Company operates etc. The programme also intends to improveawareness of the Independent Directors on their roles rights responsibilities towardsthe Company. Further the Familiarization Programme also provides information relating tothe financial performance of the Company and budget and control process of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has always provided a congenial atmosphere for work to allthe employees that is free from discrimination and harassment including sexual harassment.It has provided equal opportunities of employment to all without any regard to theircaste religion colour marital status and sex. The company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no cases of sexual harassmentreceived by the Committee.

AUDIT REPORTS AND AUDITORS

Audit Reports

1. The Statutory Auditors' Report for the FY 2021-22 does notcontain any qualification reservation or adverse remark. The Auditors' Report isenclosed with the financial statements in this Annual Report.

2. The Secretarial Auditors' Report for the FY 2021- 2022 does notcontain any qualification reservation or adverse remark. The Secretarial Auditors'Report is enclosed as Annexure III to the Board's Report. Your Company complies withall applicable mandatory Secretarial Standards issued by the Institute of CompanySecretaries of India.

3. The Cost Auditors' Report for the FY 2021-22 does not containany qualification reservation or adverse remark.

Auditors

Statutory Auditors

M/s ASA & Associates LLP Chartered Accountants were appointed asStatutory Auditors of the Company as per Section 139 of the Companies Act 2013 for aperiod of 5 years from conclusion of the Thirtieth Annual General Meeting to Thirty FifthAnnual General Meeting. The current term of 5 years will be completed in the ensuingAnnual General Meeting. The Board on the recommendation of the Audit Committee hadrecommended for the approval of the Members the appointment of M/s ASA & AssociatesLLP Chartered Accountants (Firm Registration Number: 009571N/ N500006) as the Auditorsof the Company for a second term of five years from the conclusion of the ensuing 35thAGM till the conclusion of the 40th AGM. On the recommendation of theAudit Committee the Board also recommended for the approval of the Members theremuneration of M/s ASA & Associates LLP Chartered Accountants for the financial year2022-23.

The Company has received a consent letter and eligibility certificatefrom M/s ASA & Associates LLP confirming that they are not disqualified fromcontinuing as Statutory Auditors of the Company.

The Auditors have issued an unmodified opinion on audited financialstatements of the Company for the year ended 31st March 2022. The Report givenby the Auditors on the financial statements of the Company is part of the Annual Report.

During the year under review there were no material or seriousinstances of fraud falling within the purview of Section 143 (12) of the Companies Act2013 and rules made thereunder by officers or employees reported by the StatutoryAuditors of the Company during the course of the audit conducted and therefore no detailsare required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditors

Your Company is required to maintain cost records as specified by theCentral Government as per Section 148(1) of the Act and the rules framed thereunder andaccordingly the Company has made and maintained such cost accounts and records. In termsof Section 148 of the Act read with Companies (Cost Records and Audits) Rules 2014 theBoard on recommendation of the Audit Committee appointed M/s. S. Mahadevan &Co. (FRN000007) Chennai being eligible for conducting the audit of cost records of theCompany for the year 2022-23. The Company has received their written consent andconfirmation that the appointment will be in accordance with the applicable provisions ofthe Act and the rules framed thereunder.

The remuneration payable to Cost Auditors was approved by the Board ofDirectors on the recommendation of the Audit Committee and in terms of the Act and Rulesthere under. The Members are therefore requested to ratify the remuneration payable toM/s. S. Mahadevan & Co. as set out in the Notice of the 35th AGM of theCompany.

Secretarial Auditors

The Board on recommendation of the Audit Committee has appointed M/s.A. K. Jain & Associates Company Secretaries [CP No.3550] Chennai to conductSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 for thefinancial year 2021-22. The Secretarial Audit Report for the financial year ended 31stMarch 2022 is annexed to this report as Annexure III. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark Your Company complies withall applicable mandatory Secretarial Standards issued by the Institute of CompanySecretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditors have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under Section 143(12) of the CompaniesAct 2013.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading)Regulations 2015 as amended your Company has instituted a comprehensive Code titled as"Code of Conduct for Prevention of Insider Trading" which lays down guidelinesand advises the Directors and Employees of the Company on procedures to be followed anddisclosures to be made while dealing in securities of the Company.

DISCLOSURES:

Committees of the Board

As on 31st March 2022 the Board has five committees: theAudit Committee the Corporate Social Responsibility Committee the Nomination andRemuneration Committee the Risk Management Committee and the Shareholders RelationshipCommittee. During the year all recommendations made by the committees were approved bythe Board. A detailed note on the composition of the Board and its committees is providedin the Corporate Governance Report.

Vigil Mechanism

The Company has established vigil mechanism for directors and employeesto report genuine concerns pursuant to section 177(9) and (10) of the Act and Regulation22 of the Listing Regulations 2015.

The Vigil Mechanism of the Company also incorporates a Whistle BlowerPolicy in terms of the Listing Regulations. The aggrieved person shall has direct accessto the Chairman of the Audit Committee of the Company. The Company's Whistle BlowerPolicy may be accessed on its website at the linkhttps://www.butterflyindia.com/investor-relations/#policies During the year under reviewyour Company did not receive any complaints.

Meetings of the Board

The Board met thirteen (13) times during the financial year. Themeeting details are provided in the Corporate Governance Report forming part of thisBoard's Report.

Disclosures under Schedule V(F) of the SEBI (LODR) Regulation 2015

Your Company does not have shares in the demat suspense account orunclaimed suspense account.

Conservation of Energy technology Absorption and foreign Exchange outgo

Information relating to energy conservation technology absorptionforeign exchange earned and spent and research and development activities undertaken bythe Company in accordance with Section 134(3)(m) of the Act read with Rule 8(3) ofCompanies (Accounts) Rules 2014 are given in Annexure IV of the Directors' Report.

Extract of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act 2013the Annual Return of the Company is available on our website at www.butterflyindia.com.

Particulars of Employees and Material

The information as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure V to the Board's Report.

Details of employee remuneration as required under provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available forinspection at the Registered Office of your Company during working hours. The AnnualReport and accounts are being sent to the shareholders excluding the aforesaid exhibit.Any member interested in obtaining such information may write to the Company Secretary atthe Registered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the provisions of Section 135(1) of the Companies Act2013 the Company has constituted a Corporate Social Responsibility Committee consistingof four Independent Directors and the Chairman & Managing Director of the Company. Thesaid Committee has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany which has been approved by the Board.

Your Company is committed towards embracing responsibility for itscorporate actions and achieve fruitful impact of its business actions not only on itsstakeholders but also the society at large. As per the provisions of the Companies Act2013 there was no amount required to be spent on CSR for the financial year 2021-22. YourCompany has formed the CSR Committee and the CSR Policy is available on the website of theCompany. However during the year under review the Company continues to contribute tovarious initiative for the benefit of the community at large. The company initiatedprojects in the area of education environment and community/social development havingduration of more than one year. The Company regularly spends significant amounts of moneyon various activities aimed at serving communities around the factories.

BUSINESS RESPONSIBILIty REPORt

As per Regulation 34 of the SEBI Listing Regulations a BusinessResponsibility Report is attached as Annexure VI of the Directors' Report.

passed by the Regulators or Significant Courts or tribunals which mayimpact the going concern status and company's operations in future

There were no significant and material orders passed by theRegulators/Court which would impact the going concern status of the Company and the futureoperations.

transfer to Investor Education and Protection fund [IEPf]

During the year under review there was no transfer of funds toInvestor Education and Protection Fund since such transfer was not applicable for the FY2021-22.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for theFY 2021-22 and FY 2022-23 to both National Stock Exchange of India Limited and BSELimited with whom the equity shares of the Company are listed.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. GNSA Infotech Private Limited the R&T Agent of the Company.Their contact details are mentioned in the Corporate Governance Report.

Others:

(i) The Company complies with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India; (ii) The Company hasnot resorted to any buy back of the equity shares during the year under review; (iii) TheCompany has not issued equity shares with differential rights as to dividend voting orotherwise;

(iv) The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees; and(v) The Company has not issued Sweat Equity Shares to the employees of the Company;

PERSONNEL:

The spirit of trust transparency and teamwork has enabled the Companyto build a tradition of partnership and harmonious industrial relations. Your Directorsrecord their sincere appreciation of the dedication and commitment of the employees at alllevels to achieve excellence in all areas of the business.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank the employees at alllevel suppliers distributors dealers customers shareholders bankers Government andall other business associates consultants and all other stake holders for their strongsupport extended to the Company & the Management.

for and on behalf of the Board
P.M. Murty
Place: Chennai Chairman
Date: 11th May 2022 DIN :00011179

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