You are here » Home » Companies » Company Overview » K G Denim Ltd

K G Denim Ltd.

BSE: 500239 Sector: Industrials
NSE: KGDENIM ISIN Code: INE104A01012
BSE 00:00 | 24 Sep 41.80 0.15
(0.36%)
OPEN

42.90

HIGH

43.00

LOW

40.65

NSE 05:30 | 01 Jan K G Denim Ltd
OPEN 42.90
PREVIOUS CLOSE 41.65
VOLUME 4743
52-Week high 59.65
52-Week low 17.40
P/E
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.90
CLOSE 41.65
VOLUME 4743
52-Week high 59.65
52-Week low 17.40
P/E
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K G Denim Ltd. (KGDENIM) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the Twenty-Eighth Annual Report of the Company togetherwith the Audited Statement of Accounts for the year ended 31st March 2020.

FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS

Standalone

Consolidated

For the year ended 31st March 2020 For the year ended 31st March 2019 For the year ended 31st March 2020 For the year ended 31st March 2019
Revenue from Operations and Other Income 49556 69580 51228 72876
Profit before Finance Cost Depreciation Extraordinary Items and Tax Expense 2289 5887 1769 5691
Less : Finance Cost 2266 2499 2356 2592
Profit / loss before Depreciation Extraordinary Items and Tax Expense 23 3388 -587 3099
Less : Depreciation 1923 1684 1932 1692
Profit / loss before Extraordinary Items and Tax Expense -1900 1704 -2519 1407
Less : Exceptional Items -450 163 - 163
Current Deferred & earlier year tax 700 444 878 391
Profit / loss from continuing operations -1650 1097 -1641 853
Add : Other Comprehensive Income 123 222 129 43
Net Profit / loss for the year -1527 875 -1512 810

STATE OF THE COMPANY'S AFFAIRS

During the period under review the Company had earned revenue of Rs.49556 lakh andincurred Net Loss of Rs.1527 lakh on standalone basis and Rs.51228 lakh and Net LossRs.1512 lakh respectively on consolidated basis.

PERFORMANCE OF THE COMPANY

The Company has three main product segments viz. Fabric (Denim/Apparel) Home Textilesand Apparel.

There has been a drop in turnover by 29 % compared to the previous year mainly due toslump in export turnover by 53 % from Rs.307.56 crore in 2018-19 to Rs.144.54 crore. Themain contributory factors were tariff war between USA and China and fall in demand in USfor home textiles.

During the year ended 31.03.2020 total Fabric production was 231 lakh meters as against342 lakh meters in 2018-19. Drop in production was on account of drop in sales.

Sale of Fabric was Rs 225 lakh meters in 2019-20 as against Rs 338 lakh meters in2018-19.

The Net Loss for the year is mainly due to fall in sales volumes.

DIVIDEND

In view of the loss incurred by the Company the Directors regret their inability todeclare any dividend.

INDUSTRY STRUCTURE AND DEVELOPMENT

The year began with a gloomy sentiment due to subdued demand and lower GDP across theworld.

Trade / Tariff wars between countries and tensed Geo political situations had created adepression like scenario.

Government was working on various stimulus packages for demand spurt during the year.

To compound the already depressed economic conditions the world was afflicted with amonstrous epidemic COVID-19 towards the end of the Financial Year which had brought allactivities to stand still.

The Company had also borne the brunt of the depressed economic conditions during theyear.

There was a slow down with the brands and retailers in the domestic and export marketsresulting in huge pressure on the denim mills to downsize the production by 40%. Hugequantity from all the mills were offered to the market at much lower prices than the usualmarket prices making sales difficult.

The retail sales was struggling through out the year across all the brands barring afew thereby less volumes being sold to them by the mills. We expect this trend to continuefor the next few months until there is correction in the retail industry. There is hugeinventory with most of the mills due to the slowdown in the domestic market with thebrands and retailers and this would improve only when the market stabilizes.

The prices in the export markets have come down drastically due to the sales pressurefrom our competitors in China Bangladesh and Pakistan. Due to the ongoing China-US tradewar the fabrics are being shipped by China to major garment production centres likeBangladesh and Vietnam who work mainly for USA and European markets at low pricesdisturbing the trade from India to those production countries.

Europe market still continues to be stagnant and this scenario prevailed since the lastyear and now with the Covid-19 pandemic which hit the major European countries initiallybringing the retail industry to a halt. We too received huge cancellations of orders fromthe European buyers for the orders which were under various stages of production and hadto be completed.

The US market too is uncertain due to the Covid pandemic and buyers were filing forbankruptcy affecting exports.

OPPORTUNITIES AND THREATS

There are signs of economic activities improving once the pandemic is brought undercontrol.

We are coming up with new developments for the overseas buyers and we are also engagingourselves to work closely with new buyers to produce fabrics matching their trends andcompetitive on prices.

Due to the Covid pandemic we expect a slowdown in the business to continue until wesee a dearth for fabrics in both overseas and domestic markets.

IMPACT OF COVID-19

The world has been afflicted with an unprecedented epidemic COVID-19 which hasadversely affected the lives and livelihood of the peoples of virtually all countries.

The operations of the Company were affected due to stoppage from 23rd March2020 to 03rd May 2020 which will have adverse impact on the financial resultsfor the year 2020-21.

The Company had resumed operations in a gradual manner effective from 4thMay 2020 with commensurate man power which is being ramped up in accordance withdirectives of the governments with due compliance with safety norms.

The epidemic has seriously affected the operations of the Company. Some of thecustomers had also cancelled orders during the period. Due to the lockdown all ouroperations were shut down during the period. However since the disturbance is temporaryand the Company's products enjoy the same demand as hitherto and the clients who havealso been similarly affected indicating resumption of business post normalisation theCompany is confident that the adverse impact would be overcome in the times to come.

Company is also contemplating new range of products to enhance the area of operation.

RBI has announced moratorium of term loan and funding of interest on working capitalfor the period March 2020 to August 2020 which the company is availing. This will help instrengthening the company's finances / liquidity position. The profitability position willimprove once the company's operations return to normal level which is expected bySeptember 2020.

Since all our channel partners are similarly affected due to the epidemic we areconfident that normal business conditions would be restored once the epidemic is broughtunder control.

We are expecting the domestic market to improve during the festive season resulting infabric sales to improve to brands and retailers in the domestic segment.

Due to Geo Political situations and various countries imposing trade restrictionsdifficulties are being experienced in the export market.

At the domestic market also there has been tepid demand and the overall demand hasshown downward trend.

LISTING OF EQUITY SHARES

The Company's Equity shares are listed at the following Stock Exchange:

BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai-400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for theFinancial Year 2020-21.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The Company has two wholly owned subsidiaries Trigger Apparels Limited and KG Denim(USA) Inc.

The Company's wholly owned subsidiary Trigger Apparels Limited is engaged in themarketing of readymade garments.

During the year the gross turnover in Trigger Apparels Limited was Rs.4656 lakhagainst Rs.4095 lakh during the previous year. The Subsidiary Company has registered aloss of Rs.418 lakh as against a loss of Rs.39 lakh in the previous year. The subsidiaryis reorganising its products and marketing channels.

The overall loss for the year 2019-20 is on account of liquidation of stocks in thefirst quarter.

KG Denim (USA) Inc. had achieved a turnover of Rs.155 lakh and registered a loss ofRs.28 lakh during the year mainly on account of initial advertisement and sales promotionexpenses.

The Company has made provisions for the impairment loss on investments in subsidiariesin view of accumulated losses eroding net worth.

As per the provisions of Section 129 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the Subsidiary companies is prepared in Form AOC-1 and same isenclosed to this report as Annexure-1.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company's Management inaccordance with the requirements of Accounting Standards 21 issued by The Institute ofChartered Accountants of India (ICAI) and as per the provisions of Companies Act 2013.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.kgdenim.com and copy ofseparate audited financial statements of its subsidiaries will be provided to theshareholders at their request.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted aCertificate to the Board for the year ended 31st March 2020.

MEETINGS OF THE BOARD OF DIRECTORS

During the year ended 31st March 2020 four Board Meetings were held.

The dates on which the Board meetings were held are 25th May 2019 05thAugust 2019 9th November 2019 and 14th February 2020.

A meeting of the Independent Directors of the Board was held on 14thFebruary 2020.

Details of meetings of the Board and its Committees are disclosed in the report onCorporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENTS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT2013

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

i) that in the preparation of the Annual Accounts the applicable accounting standardshave been followed;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and Statement of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended31st March 2020 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operati ngeffectively; and

vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operati ngeffectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OFSECTION 149 OF THE COMPANIES ACT 2013

The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consisted of Shri K N V Ramani Chairman withShri G V S Desikan Shri G P Muniappan as members.

With the demise of Shri G V S Desikan there had been a vacancy in the Committee whichwas filled up by appointing Shri A P Seturaaman as a member.

Brief description of terms of reference:

1. identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardfor their appointment and removal;

2. carry on the evaluation of every director's performance;

3. formulation of the criteria for determining qualifications positive attributes andindependence of a director;

4. recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees;

5. formulation of criteria for evaluation of Independent Directors and the Board;

6. devising a policy on Board diversity; and

7. any other matter as the Board may decide from time to time.

NOMINATION AND REMUNERATION POLICY THE OBJECTIVES OF THE POLICY

1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

2. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort performance dedication andachievement relating to the Company's operations.

5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013

The details of Loans Guarantees given and Investments made during the Financial Yearended on 31st March 2020 are given in the notes to Financial Statements incompliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF COMPANIES ACT 2013

The Company adopted a Related Party Transaction Policy in terms of SEBI regulations forcompliance with Corporate Governance. The policy has also been hosted on the Company'swebsite. All transactions entered into with Related Parties for the year 2019-20 were onArm's length basis.

There were no material related party transactions in terms of the Related PartyTransaction Policy adopted.

Thus disclosure in Form AOC-2 as per Companies Act 2013 and Rule 8 of Companies(Account) Rules 2014 are not required.

Further there were no material related party transaction with the Promoters Directorsor Key Managerial Personnel during the year.

All related party transactions are placed before the Audit Committee as also to theBoard for approval on a quarterly basis. Omnibus approval was obtained for transactions ofrepetitive nature.

EXTRACT OF ANNUAL RETU RN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - 2 to this Report.

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOPURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH THECOMPANIES (ACCOUNTS) RULES 2014

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - 3 to thisReport.

RISK MANAGEMENT COMMITTEE

Risk Management Committee consists of Shri B Sriramulu as Chairman with Shri SMuthuswamy and Shri M Balaji as members.

The Committee had formulated a Risk Management Policy for dealing with different kindsof risks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure is rev'ewed by the Audit Committee and Board ofDirectors on a Quarterly basis at the time of rev'ew of Quarterly Financial Results of theCompany.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility is commitment of the Company to improve the quality oflife of the workforce and their families and also the community and society at large. TheCompany believes in undertaking business in such a way that it leads to overalldevelopment of all stakeholders and Society.

The Board of Directors of the Company has constituted Corporate Social ResponsibilityCommittee consisting of Shri KG Baalakrishnan as Chairman with Shri A Velusamy and Shri GV S Desikan as Members and adopted policy for Corporate Social Responsibility.

Consequent upon the demise of Shri G V S Desikan Shri A P Seturaaman was appointed asmember on Committee.

Corporate Social Responsibility policy was adopted by the Board of Directors on therecommendation of Corporate Social Responsibility Committee.

The Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure -4. EVALUATION OF BOARD

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.

The manner in which the evaluation has been done is explained in the report onCorporate Governance.

DIRECTORS

Shri G V S Desikan Independent Director expired on 16.01.2020.

The Board placed on record the valuable services rendered by him and prayed almightyfor the eternal peace of the departed soul.

At its meeting held on 29.07.2020 Shri N Gov'ndarajan (holding DIN : 00366402) wasappointed as Additional Director (Independent).

His appointment is sought to be confirmed at the forthcoming Annual General Meeting.

Shri A P Seturaaman (DIN : 07331898) an Independent Director was appointed on05.11.2015 on a 5 year term.

His term ends on 04.11.2020.

At the Board Meeting held on 14.09.2020 his appointment was proposed to be extended forfurther period of 5 years with effect from 05.11.2020 subject to approval at theforthcoming Annual General Meeting.

In accordance with the prov'sions of Section 152 of the Companies Act 2013 Shri BSriramulu retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company :

1. Shri B Sriramulu - Managing Director
2. Shri B Srihari - Managing Director
3. Shri M Balaji - Company Secretary
4. Shri S Muthuswamy - Chief Financial Officer

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.

STATUTORY AUDITORS

M/s. Mohan & Venkataraman were appointed as Auditors of the Company at the AnnualGeneral Meeting held on 16.09.2017 to hold office as Auditors for a term of fivefinancial years commencing from 2017-18 to 2021-22 till conclusion of AGM to be held forFinancial Year 2021 -22.

AUDITORS REPORT

M/s. Mohan & Venkataraman Chartered Accountants (ICAI Regn. No.007321S) haveissued Auditors Report for the Financial Year ended 31st March 2020.

There are no qualifications in Auditors' Report.

INTERNAL AUDITORS

The Board of Directors of the Company had appointed M/s Gopalaiyer and SubramanianChartered Accountants (ICAI Regn. No.000960S) to conduct Internal Audit of the Company forthe year 2019-20.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to Textile Divisions every year.

The Board of Directors on the recommendation of Audit Committee has appointed MessrsM Nagarajan Cost Accountants (Firm Registration Number 6384) as Cost Auditors to auditthe cost accounts of the Company for the Financial Year 2020-21. As required under theCompanies Act 2013 a resolution seeking members approval for the remuneration payable tothe Cost Auditors forms part of the Notice convening the Annual General Meeting for theirratification.

AUDIT COMMITTEE

Audit Committee consisted of Shri G P Muniappan as Chairman with Shri K N V Ramani andShri M B N Rao as members.

All the members of the Audit Committee are Independent Directors.

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.

CORPORATE GOVERNANCE

The Corporate Governance which form part of this Report together with the Certificatefrom the Practicing Company Secretary of the Company regarding compliance of conditions ofCorporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (LODR)Regulations 2015 is annexed as - Annexure - 5.

VIGIL MECHANISM

The Board of Directors have adopted a Whistle Blower Policy which is hosted on theCompany's website. The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. All permanent employees of the Company are covered under theWhistle Blower Policy.

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.

SECRETARIAL AUDITORS REPORT

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Shri M.R.L.Narasimha Practicing Company Secretary (C.P.No:799) asSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial Yearended on 31st March 2020.

Secretarial Audit Report issued by Shri M.R.L.Narasimha Practicing Company Secretaryin form MR-3 is enclosed as Annexure - 6 to this Annual Report.

There are no qualifications in Secretarial Audit Report in the Secretarial AuditorsReport.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - 7 to this Annual Report.

ENVIRONMENT

The Company holds due certification under Occupational Health and Safety ManagementSystem-ISO-45001 which is also focused on environmental management system. It ensures thatthe manufacturing of products is carried on without affecting the environment in theworking area and surroundings.

The Company has again achieved one of the best scores in the apparel industry asverified by a leading brand assessor continuously this year also and has been meticulouslyfollowing various environmental measures and reduction programs to achieve the above.

The company has introduced in house developed Agitated Thin Film Dryer (ATFD) toconcentrate the RO reject water to fine tune the existing Zero Liquid Discharge system.

The highlighting of our sustainability effort can be seen in the linkhttps://youtu.be/uZGhiwq6XSM.

HEALTH AND SAFETY

The Company has obtained certification under Occupational Health and Safety ManagementSystem-ISO-45001 which is an Integrated Management System focusing on an organization'soccupational health and safety management system. This standard guides us to identify andcontrol the conditions and factors that affect the well-being of employees contractorsvisitors and any other person in the work place.

The Company is implementing various health and safety practices in continuous manner asper Occupational Health and Safety Management System-ISO-45001 standards and legalrequirements.

The Company is conscious of improving the occupational and personal health of itsemployees. In addition the Company contributes to the well being of its employees as alsopeople living around the factory premises by organising free medical camps health checkup at in house hospitals on regular basis.

The Company provides a safer work environment for its employees. Basic equipments areprovided to ensure safety from fire.

Awareness classes are being conducted periodically with the help of internal/externalagencies about the basic safety fire fighting mock drills mass evacuation first aidetc.

During the COVID-19 Pandemic the Company is following necessary safety precautions forits employees for the smooth functioning of the operations which include:

• Social Distancing -distance marking at entrance and specific norms inside yardpremises.

• Temperature Measurements at entrance.

• Compulsory Masks. Free mask supply at entrance.

• Facility for hand washing and sanitizers provided at the workplace.

• Those in containment zones shall not be coming to work. They need to informtheir project HRs accordingly.

• Movement within & outside the office will not be allowed unless absolutelyrequired and with prior permission.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the Financial Year ended 31st March 2020 theCompany has not received any complaints pertaining to sexual harassment.

SOCIAL RESPONSIBILITIES

The Company is maintaining a hospital for serving the community including supply ofmedicines at subsidised costs. As a part of social environmental protection agro forestryhas been developed with a demo plant with the technical support of Forest CollegeCoimbatore.

Besides necessary essential services like providing potable drinking water to near byvillages financial aids to schools etc. are also rendered.

INSURANCE

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.

FINANCE

Your Directors acknowledge with gratitude the valuable assistance and support extendedby our Bankers for Term Loans and Working Capital ie. Indian Bank Indian Bank(e-Allahabad Bank) Union Bank of India (e-Andhra Bank) State Bank of India and The SouthIndian Bank Limited.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

1. The Company maintains all its records in ERP System and the work flow and approvalsare routed through ERP System;

2. The Company has appointed Internal Auditors to observe the Internal Controlswhether the work flow of organization is being done through the approved policies of theCompany. In every Quarter during the approval of Financial Statements Internal Auditorswill present the Internal Audit Report and Management Comments on the Internal Auditobservations;

3. The Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Whistle Blower Policy Policy to determine MaterialSubsidiaries and such other procedures for ensuring the orderly and efficient conduct ofits business for safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

No Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

Details of pending legal cases are furnished in Note No.44 to the accounts.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year ended 31st March 2020 to the date of signing of theDirector's Report except the effect of COVID-19 outlined above.

ACKNOWLEDGMENT

The Directors take this opportunity to place on record their sincere thanks to theBanks and Financial Institutions Insurance Companies Central and State GovernmentDepartments and the shareholders for their support and co-operation extended to theCompany from time to time.

PERSONNEL

The Directors wish to place on record their appreciation for the co-operation extendedby all sections of the employees.

CAUTIONARY STATEMENT

The statement in this Directors' Report & Management Discussion and Analysiscontain forward looking statements regarding Company's projections & expectations andthe actual results could differ materially from those expressed on account of variousfactors like raw material prices change in demand government regulation etc. and thereaders are cautioned against placing undue reliance on the same.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isgiven in Annexure - 7 to this report.

There was no employee in receipt of remuneration exceeding Rs.60 lakhs per annum as perSection 197(12) read with Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence the particulars are not furnished.

The Company has presented in this Report the consolidated financial statements of theholding company and all its subsidiaries duly audited by the Statutory Auditors. TheCompany will make available the audited annual accounts and related information of itssubsidiaries upon request by any of its shareholders. The annual accounts of thesubsidiary companies will also be kept for inspection by any member at the RegisteredOffice of the Company and its subsidiary companies.

Our humble prayers to Sri Venkateswaraswamy Vari of Then Thirumalai for the continuedprosperity of the Company.

On behalf of the Board
KG Baalakrishnan
Coimbatore Executive Chairman
14.09.2020 DIN: 00002174

.