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Coromandel Agro Products and Oils Ltd.

BSE: 507543 Sector: Industrials
NSE: N.A. ISIN Code: INE495D01018
BSE 05:30 | 01 Jan Coromandel Agro Products and Oils Ltd
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Coromandel Agro Products and Oils Ltd. (COROMANDELAGRO) - Director Report

Company director report

FOR THE YEAR ENDED MARCH 31 2020

Dear Shareholders

Your Directors have pleasure in presenting the 44th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2020.

FINANCIAL PERFORMANCE :

Summary of Financial performance of the Company for the Financial Year 2019-20 isdepicted below:

STANDALONE (R.s)

IND AS
Statement Of Profit & Loss Account
2019-20 2018-19 2017-18
Sales (No excise duty other than GST) 982075489 956087691 657211246
Other Income 1687028 1845907 1634644
Interest 10671787 16651327 17243239
Profit Before Taxation 6009029 2876455 -67060175
Profit After Taxation 3814886 8278369 -57676595
Earnings Per Share of Rs.10/- 4.83 10.48 -73.01
Dividend Per Share of Rs.10/- NIL NIL NIL

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK :

Your Directors are happy to inform that overall performance of the company is better inspite of low yielding Cotton Seed (main raw material) and onslaught of COVID-19. Becauseof heavy rains in cotton growing areas and delayed procurement the company startedproduction from 1st November 2019 which was delayed by 15 days and recoveries fromprocessed seed of 38965 MT (41176 MT in the previous year) were low compared to the lastyear. Only respite for the company was it could get better average sale prices for all theproducts except for linters. The demand for linters did not pick-up as Chinese market isstill suffering with heavy recession.

Because of high prices of Cotton Seed and low yields a discriminatory approach wasadopted by the company in procurement calibrating sale prices and production costs. Thisapproach made the company to sell almost all processed products during the year itselfexcept linters and leaving a little inventory for unseasonal months. The company achieveda turnover of Rs. 9820.75 lakhs as against Rs. 9560.88 lakhs in the previous year. Thegross profit before taxes was Rs. 60.09 lakhs as against Rs. 28.76 lakhs and due toadjustment of differed tax liabilities net profit for the period under review was Rs.38.14lakhs against Rs.82.78 lakhs during the last year.

Sell almost all processed products during the year itself the procurement of CottonSeed during COVID-19 lockdown and later became herculean task because of low volumes andunviable prices. This has led to shutdown of the factory in May 2020 itself.

The power projects in Tamil Nadu and Gujarat did not do well due to changed windpatterns and generated low income of Rs. 73.56 lakhs compared to Rs. 82.95 lakhs duringthe previous year.

Future outlook: The company is planning to open more procurement centers in Telanganawhere production of cotton crop is likely to be more. It is also planning to expandexisting factory infrastructure to cope up with the additional requirement of storage ofCotton Seed and other processed products and optimize the utilization of existingcapacities of the plant.

The company is looking forward for alternative markets in view of border tensions withChina. However it will pursue the existing buyers for sales as they need more volumes oflinters.

Contrary to the expectations during COVID-19 lockdown time demand for oil continue tobe the same and customers are looking for more safe and packed oils to avoid healthcomplications. The Government of India continues to permit import of oils due to heavylocal demand and its efforts of improving local oil seed production is not adequate tosupplement the imported oils. However your Directors are hopeful of better policies andencouragement to the local oil producers for reducing the burden on exchequer.

Weather predictions are showing positive signs of normal cotton crop in the ensuingseason and also Telangana State Government suggested the farmers for choosing cotton cropinstead of other crops and these indications give hope for more production of cotton seedand better utilization of capacities.

EXPORT AND FOREIGN EXCHANGE EARNINGS :

Your Directors wish to inform that the Company has exported 702.900 M.T. of CottonLinters worth ` 97.88 lakhs during the year under review as against 902.870 M.T.worth ` 132.45 lakhs in the previous year.

ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure - Iand forms an integral part of this Report.

The extract of the Annual Return of the Company can be accessed on the website of theCompany www.capol.in.

The copy of the Annual Return of the Company can also be accessed on the website of theCompany www.mlgroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report as required under regulation 34 of theSEBI (LODR) Regulations 2015 forms part of the Annual Report as ANNEXURE NO:V

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED / CEASED TO BE DIRECTORS AND/OR KEYMANAGERIAL PERSONNEL OF THE COMPANY:

i. DURING THE YEAR :-

a) During the year the Board has appointed Mr. Meadem Sekhar (DIN: 02051004) as anAdditional Director of the company with effect from 23.05.2019 and also confirmed as adirector by the shareholders at the AGM held on 13.08.2019

b) During the year the Board has also appointed Mr. Meadem Sekhar (DIN: 02051004) as aWhole Time Director CEO & KMP of the company with effect from 23.05.2019 for a periodof five years i.e 23.05.2019 to 22.05.2024. and the same was approved by the shareholders.

c) During the year Mr. Maddi Lakshmaiah (DIN- 00013387) was appointed as aNon-executive Director of the company by the shareholders of the company by way of passinga Special Resolution at the AGM held on 13.08.2019.

d) During the year Mr. Maddi Venkateswara Rao (DIN- 00013393) retire by rotation underArticle 122 of the Articles of Association of the Company and being eligible offerhimself for reappointment as Director. The shareholders approved his re-appointment asdirector of the company at 43rd Annual General Meeting of the company held on13.08.2019.

e) Mr. Venkata Subramanya Ravi Vadlamani Din: (00495102) an Independent Director wasreappointed for a second term of another 5 (five) consecutive years effective from 1stApril 2019 by the shareholders of the company by way of passing a Special Resolution atthe AGM held on 13.08.2019

f) During the year Mr. Maddi Ramesh Managing Director of the company has resigned fromthe office of Managing Director with effect from 23.05.2019.

ii. AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THE REPORT :-

DIRECTORS LIABLE TO RETIRE BY ROTATION IN ENSUING ANNUAL GENERAL MEETING :

1. Mr. Maddi Venkateswara Rao (DIN- 00013393) retire by rotation under Article 122 ofthe Articles of Association of the Company and being eligible offer himself forreappointment as Director. The Board recommends his reappointment.

2. Mr. Maddi Ramesh (DIN- 00013394) retire by rotation under Article 122 of theArticles of Association of the Company and being eligible offer himself for reappointmentas Director. The Board recommends his reappointment.

RE-APPOINTMENT OF INDIPENDENT DIRECTORS IN ENSUING ANNUAL GENERAL MEETING :

Subject to approval of shareholders at this ensuing Annual General Meeting of thecompany the Board has re-appointed Mrs. Rallabhandi Lakshmi Sarada and Mr. Shyama PrasadLakkaraju as an independent Directors of the company for a period of five years w.e.f19.03.2020 for second term.

Mrs. Rallabhandi Lakshmi Sarada and Mr. Shyama Prasad Lakkaraju Independent Directorswho are supposed to retire in this year they being eligible for re-appointment and as perthe recommendation of the Nomination and Remuneration Committee their reappointment for asecond term of another 5 (five) consecutive years effective from 19th March2020 is very much beneficial to the company and therefore it is desirable to continue toavail their services as an Independent Directors. Accordingly it is proposed to reappointMrs. Rallabhandi Lakshmi Sarada and Mr. Shyama Prasad Lakkaraju as an IndependentDirectors of the Company not liable to retire by rotation and to hold office for a secondterm of 5 (five) consecutive years on the Board of the Company.

RE-APPOINTMENT OF CHIEF FINANCIAL OFFICER:

Mr. Satyanarayana Kothuri has been re-appointed as a Chief Financial Officer & KMPof the company by the Board for a period of five years with effect from 19.03.2020

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS :

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees. The NRC has defined theevaluation criteria procedure and time schedule for the Performance Evaluation processfor the Board its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee Members. The criteria for performanceevaluation of the Board included aspects such as Board composition and structureeffectiveness of Board processes contribution in the long term strategic planning etc.The criteria for performance evaluation of the Committees included aspects such asstructure and composition of Committees effectiveness of Committee meetings etc. Theabove criteria for evaluation was based on the Guidance Note issued by SEBI.

In a separate meeting the Independent Directors evaluated the performance ofNon-Independent Directors and performance of the Board as a whole. They also evaluated theperformance of the Chairman taking into account the views of Executive Directors andNon-Executive Directors. The NRC reviewed the performance of the Board its Committees andof the Directors. The same was discussed in the Board Meeting that followed the meeting ofthe Independent Directors and NRC at which the feedback received from the Directors onthe performance of the Board and its Committees was also discussed. Significanthighlights learning and action points with respect to the evaluation were discussed bythe Board.

Sl. No Particulars
i. Observations of board evaluation carried out for the year: NIL
ii. Previous year's observations and actions taken: NIL
iii. Proposed actions based on current year observations: NIL

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

In terms with Section 149 (7) of the Companies Act 2013 all the Independent Directorsof the Company have declared that they meet the criteria of Independence in terms ofSection 149(6) of the Companies Act 2013 Regulation 16(1)(b) of the SEBI(LODR)Regulations2015. In the opinion of the Board they fulfill the conditions of independenceas specified in the Act and the Rules made thereunder and are independent of themanagement.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review one meeting of Independent Directors was held on11.02.2020 in compliance with the requirements of Schedule IV of the Companies Act 2013.Two independent directors viz. Mrs. Rallabandi Lakshmi Sarada and Mr. Lakkaraju ShyamPrasad have attended to the meeting held by them on 11.02.2020. The Independent Directorsat their meeting inter alia reviewed the Performance of Non-Independent Directors andBoard as a whole Performance of the Chairperson of the Company taking into account theviews of Executive Director and Non-Executive Directors. Assessed the quality quantityand timeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2019-20 Four (4) Meetings of the Board of Directors of theCompany were held viz. 23rd May 2019 13th August 2019 13thNovember 2019 and 12th February 2020 with a gap not exceeding a period of120 days as prescribed under the Act.

Board Meetings

S. No. Date of meeting Total Number of directors as on the date of meeting Number of directors attended
1. 23.05.2019 05 4
2. 13.08.2019 07 7
3. 13.11.2019 07 6
4. 12.02.2020 07 5

A. Attendance of Directors

S. No. Name of the Director Number of Meetings which were entitled to attend Number of Meetings Attended
1. Mr. Maddi Lakshmaiah 03 3
2. Mr. Meadem Sekhar 03 3
3. Mr. Maddi Venkateswara Rao 04 3
4. Mr. Maddi Ramesh 03 2
5. Mr. Vadlamani Venkata Subramanya Ravi 04 3
6. Mrs. Rallabandi Lakshmi Sarada 04 3
7. Mr. Lakkaraju Shyam Prasad 04 4

GENERAL MEETINGS :

During the Financial Year 2019-20 43rd Annual General Meeting of theCompany was held on Tuesday 13th August 2019. Except the 43rdAnnual General Meeting no other meeting of the members were held in financial year2019-20.

Attendance
Type of Meeting Date of Meeting Total No. of members entitled to attend No. of members attended % of total shareholding
Annual General Meeting 13.08.2019 306 14 66.54

DIRECTORS RESPONSIBILITY STATEMENT :

In conformity with the provisions under Section 134 (3) (c) which is introduced by theCompanies Act 2013 your directors confirm that:-

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected sound accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE :

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

The Terms of Reference of this committee cover the matters specified for AuditCommittee under Section 177 of the Companies Act 2013 and as follows:

a. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

b. Recommending the appointment and removal of external auditor fixation of audit feeand approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to theBoard focusing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditors' Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

- Any related party transactions i.e. transactions of the company of material naturewith promoters or the management their subsidiaries or relatives etc. that may havepotential conflict with the interests of the Company at large.

d. Reviewing with the management external and internal auditors and the adequacy ofinternal control systems.

e. Reviewing the adequacy of internal audit function including the structure of theinternal audit department staffing and seniority of the official heading the departmentreporting structure coverage and frequency of internal audit.

f. Discussion with internal auditors of any significant findings and follow up thereon.

g. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

h. Discussion with external auditors before the audit commences the nature and scopeof audit as well as have post audit discussion to ascertain any area of concern.

i. Reviewing the Company's financial and risk management policies.

j. Other matters as assigned/specified by the Board from time to time.

k. The scope of the Audit Committee also includes matters which are set out in SEBI(LODR)

Regulations 2015 and the rules made there under as amended from time to time.

(b) COMPOSITION MEETINGS AND ATTENDANCE DURING THE YEAR :

As on 31st March 2020 The Audit Committee comprises of Three Independentcum Non-Executive Directors. The committee comprises as follows:

Directors Chairman/ Member Category
Mr. Vadlamani Venkata Subramanya Ravi Chairman I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada Member I & N.E.D
Mr. Lakkaraju Shyama Prasad Member I & N.E.D

During the year the Audit Committee was constituted under Section 177 of the CompaniesAct 2013 and its meetings were held four times during the year ended March 31 2020.

Audit Committee Meetings

S. No Date of meeting Total Number of Directors as on the date of meeting Number of Directors attended
1. 22.05.2019 03 2
2. 12.08.2019 03 3
3. 12.11.2019 03 2
4. 11.02.2020 03 2

Attendance of Audit Committee Members

S. No Name of the Director No of Meetings which were entitled to attend No. of Meetings Attended
1. Mr. Vadlamani Venkata Subramanya Ravi 04 3
2. Mrs. Rallabhandi Lakshmi Sarada 04 3
3. Mr. Lakkaraju Shyama Prasad 04 3

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2020 the Board consists of six members three of whom areindependent directors. The Board periodically evaluates the need for change in itscomposition and size.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of section 178 of the Companies Act2013 adopted by the Board is recommended by the Nomination and Remuneration Committee. Weaffirm that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178of the Companies Act 2013. The scope of the Committee also includes matters which are setout in SEBI (LODR) Regulations 2015 and the rules made there under as amended from timeto time. The broad terms of reference are to determine and recommend to Board appraisalof the performance of the Managing Directors/Whole-time Directors and to determine andadvise the Board for the payment of annual commission/compensation to the Non-ExecutiveDirector and to recommend to the Board appointment/reappointment and removal of Directors.To frame criteria for determining qualifications positive attributes and Independence ofDirectors and to create an evaluation framework for Independent Directors and the Board.

(b) COMPOSITION MEETINGS AND ATTENDANCE DURING THE YEAR :

The Nomination and Remuneration Committee comprises of total three Non-ExecutiveDirectors cum Independent Directors and it meets twice in a year. The committee comprisesas follows:

Directors Chairman/ Member Category
Mr. Vadlamani Venkata Subramanya Ravi Chairman I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada Member I & N.E.D
Mr. Lakkaraju Shyama Prasad Member I & N.E.D

The Committee held two meetings during the year ended March 31 2020.

Nomination and Remuneration Committee meetings

S. No Date of meeting Total Number of directors as on the date of meeting Number of directors attended
1. 12.08.2019 03 3
2. 11.02.2020 03 2

Attendance of Nomination and Remuneration Committee meetings

S. No Name of the Director No of Meetings which were entitled to attend No. of Meetings Attended
1. Mr. Vadlamani Venkata Subramanya Ravi 02 1
2. Mrs. Rallabhandi Lakshmi Sarada 02 2
3. Mr. Lakkaraju Shyama Prasad 02 2

(c) SELECTION AND EVALUATION OF DIRECTORS :

The Board has based on recommendations of the Nomination and Remuneration Committeelaid down following policies:

1. Policy for Determining Qualifications Positive Attributes and Independence of aDirector

2. Policy for Board & Independent Directors' Evaluation

(d) PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS :

Based on the criteria laid down in the Policy for evaluation of Board and IndependentDirectors the Board carried out the annual performance evaluation of Board Committees andthe Independent Directors whereas at a separate meeting Independent Directors evaluatedthe performance of Executive Directors Board as a whole and of the Chairman. Nominationand Remuneration Committee also evaluated individual directors' performance.

i) As per the said Policy evaluation criteria for evaluation Board inter alia covers:Composition in light of business complexities and statutory requirements; establishment ofvision mission objectives and values for the Company; laying down strategic road map forthe Company & annual plans; growth attained by the Company; providing leadership anddirections to the Company and employees; effectiveness in ensuring statutory compliancesand discharging its duties / responsibilities towards all stakeholders; Identificationmonitoring & mitigation of significant corporate risks; composition of variouscommittees laying down terms of reference and reviewing committee's working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: levelof skill knowledge and core competence; performance and achievement vis--vis budget andoperating plans; effectiveness towards ensuring statutory compliances; dischargingduties/responsibilities towards all stakeholders; reviewing/monitoring Executivemanagement performance adherence to ethical standards of integrity & probity;employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity &constructivity while exercising duties; providing independent judgment on strategyperformance risk management and Board's deliberations; devotion of sufficient time forinformed decision making; exercising duties in bona fide manner; safeguarding interests ofall stakeholders particularly minority shareholders; upholding ethical standards ofintegrity & probity; updating knowledge of the Company & its external environmentetc.

iv) Committees of the Board are evaluated for their performance based on: effectivenessin discharging duties and functions conferred; setting up and implementation of variouspolicies procedures and plans effective use of Committee's powers as per terms ofreference periodicity of meetings attendance and participation of committee members;providing strategic guidance to the Board on various matters coming under committee'spurview etc.

(e) REMUNERATION POLICY FOR DIRECTORS :

The Committee has formulated Policy for Remuneration of Directors Key ManagementPersonnel and other employees. As per the Policy remuneration to Non-executiveIndependent Directors include:

a. Sitting Fees for attending meetings of the Board as well as Committees of the Boardas decided by the Board within the limits prescribed under the Companies Act.

b. Travelling and other expenses they incur for attending to the Company's affairsincluding attending Committee and Board Meetings of the Company.

REMUNERATION TO EXECUTIVE DIRECTORS :

The appointment and remuneration of Executive Directors including Managing DirectorJoint Managing Director and Whole Time Director is governed by the recommendation of theRemuneration and Nomination Committee resolutions passed by the Board of Directors andShareholders of the Company. The remuneration package of Whole Time Director comprises ofsalary perquisites allowances and other retirement benefits as approved by theshareholders at the General Meetings of the Company.

REMUNERATION TO NON-EXECUTIVE DIRECTORS :

The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee ofDirectors attended by them.

REPORT ON CORPORATE GOVERNANCE :

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance Report with auditors' certificate thereon shall not be mandatory forthe Company.

VIGIL MECHANISM :

The Company has set up vigil mechanism to enable the employees and Directors to reportgenuine concerns and irregularities if any in the Company noticed by them. The WhistleBlower Policy/ vigil mechanism (as amended) has been posted on the Website of the Company(www.capol.in & www.mlgroup.com)

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

There were no Loans Guarantees Investments and securities given/made/provided by theCompany during the Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions that were entered during the financial year were on atarm's length basis and were in the ordinary course of business. There are no related partytransactions made by the Company which may have a potential conflict with the interest ofthe Company at large and thus disclosure in Form AOC-2 is not required and the Details ofTransactions with the related parties were mentioned in the Notes forming part of theAccounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

AMOUNTS TRANSFERRED TO RESERVES :

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review

DIVIDEND :

The management do not recommend any dividend for the year ending March 31st2020 in view of the low earnings made by the Company.

CHANGES IN SHARE CAPITAL :

During the current year there has been no change occurred in the capital Structure ofthe company.

AUDITORS :

i. STATUTORY AUDITORS :

M/s. NATARAJA IYER & CO. Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 11th August2017 for a term of five consecutive years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by Members atevery Annual General Meeting.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting. The Report given by the Auditorson the financial statement of the Company is part of this Report.

The Statutory Auditor's report does not make any qualification reservation or adverseremark or disclaimer in his report

ii. SECRETARIAL AUDITORS :

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has engaged services of M/s. K. Srinivasa Rao & Co Company Secretaries inPractice Guntur to conduct the Secretarial Audit of the Company for the financial yearended March 31 2020. The detailed reports on the Secretarial Standards and SecretarialAudit in Form MR- 3 are appended as an Annexure III to this Report. There were noqualifications reservations or adverse remarks given by Secretarial Auditors of theCompany.

iii. COST AUDITORS :

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules2014 the Audit Committee recommended and the Board of Directors appointed M/s. JithendraKumar & Co Cost Accountants (Firm Registration No. 103347) Vijayawada to conductCost Audit relating of the Company for the year ending 31st March 2021. The Company hasreceived their written consent that the appointment will be in accordance with theapplicable provisions of the Act and rules framed thereunder

Members are requested to consider the ratification of the remuneration payable to M/s.Jithendra Kumar & Co Cost Accountants (Firm Registration No. 103347) Vijayawada ashas been set out in the Notice of the 44th AGM of the Company.

MAINTENANCE OF COST RECORDS :

The Company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Act and the rules framed thereunder andaccordingly the Company has made and maintained such cost accounts and records

COST AUDIT :

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time Cost Audit is Applicable tothe company for the financial year 2019-20. M/s. Jithendra Kumar & Co CostAccountants (Firm Registration No. 103347) Vijayawada has carried cost audit of thecompany for the financial year 2019-20.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT :

The Cost Auditor's report for the year ended 31.03.2020 does not make anyqualification reservation or adverse remark or disclaimer in his report

REPORTING OF FRAUDS BY AUDITORS :

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THEREPORT :

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year31.03.2020 to which the financial statements relate and the date of this Report.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required to be given pursuant to Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 for the year endedMarch 31 2020 is given herein and forms part of the Board's Report (Annexure – II).

PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 forms part of this Report in Annexure -IV. There were no employees in the Company asper Rule 5(2) of Chapter XIII the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

HUMAN RESOURCE :

Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Various employee benefits recreationaland team building programs are conducted to enhance employee skills motivation as also tofoster team spirit. Company also conducts in-house training programs to develop leadershipas well as technical/functional capabilities in order to meet future talent requirements.Industrial relations were cordial throughout the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions of section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company.

RISK MANAGEMENT :

During the year According to the Section 134 (3) (n) of the Act the company had laiddown a policy for management of risk. The risk management framework defines the riskmanagement approach of the Company and also includes the periodical review of such risks.The board periodically discusses the significant business risks identified by themanagement and the mitigation measures to address such risks.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

The Internal Control System of the Company has been designed to provide for:

Accurate recording of transactions with internal checks and promptreporting.

• Adherence to applicable Accounting Standards and Policies.

• Compliance with applicable statutes policies and management policies andprocedures.

• Effective use of resources and safeguarding of assets.

The Company has appointed Mr. P.L. Ranganadh and Mr. V.H. Guptha as Internal Auditorsof the Company. The Audit Committee in consultation with the Internal Auditors formulatesthe Scope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carryout audit covering inter alia monitoring and evaluating theefficacy and adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. The internal auditors haveexpressed that the internal control system in the Company is effective. The Board has alsoput in place requisite legal compliance framework to ensure compliance of all theapplicable laws and that such systems are adequate and operating effectively.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :

Your directors confirm that the Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. Your directors confirmed that the Company has complied with provisions relating tothe constitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year Company hasnot received any complaint of harassment.

UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2019-20 :

During the year 2019-20 the Company has received the following loans from thefollowing Directors.

S.No Name of the Director Amount Received during the year
1. Maddi Ramesh Nil

PUBLIC DEPOSITS :

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

REGISTRAR'S AND SHARE TRANSFER AGENTS :

Registrar and Share Transfer Agents of the Company are M/s Bigshare Services PrivateLimited 306 3rd Floor Right Wing Amrutha Ville Opp. Yashodha Hospital Raj BhavanRoad Somajiguda Hyderabad – 500 082.

SECRETARIAL STANDARDS :

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF :

Pursuant to the provisions of section 124 of the Companies Act 2013 the declareddividends which remained un paid or unclaimed for a period of seven years have beentransferred by the company to the Investor Education and Protection Fund (IEPF)established by the Central Government.

The following are the details of dividends paid by the Company and respective due datesfor transfer of unclaimed dividend to IEPF.

Dividend Year Date of Declaration of Dividend Due date for transfer to IEPF
2012-13 05-08-2013 06-09-2020
2013-14 11-08-2014 12-09-2021
2015-16 10-08-2016 11-09-2023

APPRECIATIONS AND ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the continuedco-operation received from Canara Bank Financial Institutions Stock ExchangesGovernment Authorities Customers Vendors and Stakeholders during the year under review.

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board places on record its appreciationfor the support and co-operation your Company has been receiving from its suppliersdistributors retailers business partners and others associated with it as its tradingpartners. It will be your Company's endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co-operation with each otherconsistent with consumer interests.

By Order of the Board of Directors
Sd/-
(Meadem Sekhar)
Place : CHILAKALURIPET Whole Time Director & CEO
Date : June 30 2020. (DIN: 02051004)