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Pricol Ltd.

BSE: 540293 Sector: Auto
NSE: PRICOLLTD ISIN Code: INE726V01018
BSE 00:00 | 04 Jul 139.00 6.05
(4.55%)
OPEN

132.90

HIGH

139.80

LOW

132.85

NSE 00:00 | 04 Jul 139.00
(%)
OPEN

133.00

HIGH

139.90

LOW

132.10

OPEN 132.90
PREVIOUS CLOSE 132.95
VOLUME 108221
52-Week high 149.50
52-Week low 74.00
P/E 37.17
Mkt Cap.(Rs cr) 1,694
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 132.90
CLOSE 132.95
VOLUME 108221
52-Week high 149.50
52-Week low 74.00
P/E 37.17
Mkt Cap.(Rs cr) 1,694
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pricol Ltd. (PRICOLLTD) - Director Report

Company director report

Your Directors have pleasure in presenting the Tenth Annual Report and auditedfinancial statements for the financial year ended 31st March 2021.

FINANCIAL RESULTS
Rs Lakhs
Standalone Consolidated
The summarised Nnancial results are: 2020-21 2019-20 2020-21 2019-20
Net Sales & Services
- Domestic 124499.87 105486.58 126593.45 109090.58
- Export 9115.46 8418.29 9300.74 8724.18
Total Sales & Services 133615.33 113904.87 135894.19 117814.76
Other Operating Revenue 5417.15 6128.12 5417.15 6128.12
Other Income 748.68 1263.23 783.96 1486.46
Total Revenue 139781.16 121296.22 142095.30 125429.34
ProSt from Operations before Finance Cost
Depreciation and Amortisation Expense
Exceptional Items & Tax 17799.58 9777.88 18575.60 10025.16
Less : Finance Costs 4052.86 3108.45 4307.05 3381.71
: Depreciation and Amortisation Expenses 9095.04 9269.24 9419.03 9593.63
ProSt / (Loss) before Exceptional Items & Tax 4651.68 (2599.81) 4849.52 (2950.18)
Less : Exceptional Items (Net) # 19072.36
ProPt / (Loss) Before Tax 4651.68 (21672.17) 4849.52 (2950.18)
Less : Tax Expense
Current Tax 3307.28 3463.32 54.30
Deferred Tax 538.73 (384.20) 446.95 (383.65)
MAT Credit
Earlier years (Net) (654.54) (643.66) (26.81)
Profit / (Loss) for the year from continuing operations (A) 1460.21 (21287.97) 1582.91 (2594.02)
Discontinued Operations
Profit / (Loss) for the year from discontinued operations (Net off tax expense) (B) 2566.85 (7281.41)
Profit / (Loss) for the year (C) = (A) + (B) 1460.21 (21287.97) 4149.76 (9875.43)
Other Comprehensive Income 20.25 295.08 67.05 602.04
Income tax relating to these items (7.08) (103.11) (7.61) (104.42)
Other Comprehensive Income for the year after tax (D) 13.17 191.97 59.44 497.62
Total Comprehensive Income for the year (C) + (D) 1473.38 (21096.00) 4209.20 (9377.81)

# Exceptional Items: Details have been provided under Notes to Standalone FinancialStatements Note No: 2.44.

DIVIDEND & RESERVES

As the current year proSt after setting off the losses of the previous years isinadequate to declare dividend your Directors do not recommend any dividend and nottransferred any amount to reserves for the year 2020-21.

AUTO INDUSTRY

During the year the Auto Industry's domestic sales de-grew by 14 % and exports by 13%. The overall Auto Industry's production de-grew by 12 % as against 15 % in the previousfinancial year.

Segment Vehicle Production* Pricol Sale to OEM
2020-21 2019-20 Growth % Growth %
2 Wheeler / 3 Wheeler 18964948 22172004 (14) % 15 %
Commercial Vehicle 624939 756725 (17) % 71 %
Tractors 899000 694600 29 % 14 %
4 Wheeler 3062221 3424564 (11) % 38 %
Off - Road Vehicles 488148 420765 16 % 23 %
Total 24039256 27468658 (12) % 20 %

*As per SIAM & ACMA

Due to new products developed catering to BS VI s tandards in time to most vehiclesegments your company was able to

outperform the industry performance in terms of Sales Growth.

OPERATIONS

In domestic market Company primarily caters to 2 wheelers Commercial VehiclesTractors 4 Wheelers and Off-road vehicles.

STANDALONE FINANCIALS

The Company's domestic sales was up by 18 % and over all Company's sales up by 17 %compared to the previous year. The proSt from operations before Finance costDepreciation Amortisation expenses Exceptional items & Tax has increased from Rs9777.88 Lakhs to Rs 17799.58 Lakhs. The operational performance of the company hasimproved due to increase in sales volume and better control on costs. Pro t beforeExceptional Items & Tax is

Rs 4651.68 Lakhs compared to loss of Rs 2599.81 Lakhs. The company's ability tobounce back quickly from the lockdown situation affecting most part of the 1st quarter of2020-21 and the ability to develop establish and supply the new products catering to BSVI standards has given a vantage position and has helped the company to register such animpressive growth under very trying conditions.

CONSOLIDATED FINANCIALS

The profit from operations before Finance cost Depreciation Amortisation expensesExceptional Items & Tax has increased from Rs 10025.16 Lakhs to Pro t of Rs 18575.60Lakhs. The operational performance has improved due to increase in sales volume and bettercontrol on costs. ProSt before Exceptional Items & Tax from continued operations is Rs4849.52 Lakhs compared to Loss of Rs 2950.18 Lakhs.

RIGHTS ISSUE

During the year the Company had issued 27084777 fully paid-up Equity Shares of facevalue of Rs 1 each for cash at a price of Rs 30 per Equity Share (including a premium ofRs 29 per Equity Share) aggregating to Rs 8125.43 Lakhs on a rights basis to eligibleequity shareholders in the ratio of Two Equity Shares for every seven fully paid-up EquityShares held on the record date that is 25th November 2020. These equity shares wereallotted on 25th December 2020. Paid up share capital of the Company before the Right

Issue is Rs 947.97 Lakhs. The fresh allotment of equity shares through Rights Issue hasresulted in an increase of equity share capital by Rs 270.84 Lakhs and securities premiumby Rs 7854.59 Lakhs. Paid up share capital after the Rights Issue is Rs 1218.81Lakhs.

The entire proceeds received from rights issue were used for the objects stated in theOffer document for the Rights Issue.

AMALGAMATION

On 26th May 2021 the Board approved the amalgamation of Pricol Wiping Systems IndiaLimited (“PWSIL”) a Wholly Owned Subsidiary company with its Holding CompanyPricol Limited with effect from 1st April 2021 (“Appointed Date”) by way ofScheme of Amalgamation subject to all relevant approvals. By this amalgamation theWiping Business of PWSIL will be integrated with Pricol Limited. As part of the proposedamalgamation all assets and liabilities of PWSIL shall stand transferred and vested withPricol Limited.

The amalgamation will lead to better and more economic control and efficient managementwith greater focus and attention and optimum utilisation of available financial resources.The merged entity will have higher efficiencies and better leveraging for financialbenefits and contributing to signiHcant future growth. The reasonable size of operationsthat will improve the stature of the company and integration of administrative practicesand implementation of uniform management practices; the proposed amalgamation is in thebest interest of shareholders creditors employees of the PWSIL and Pricol Limited.

In this amalgamation there is no cash consideration involved being PWSIL is aWholly-Owned Subsidiary of Pricol Limited and the entire share capital of PWSIL is held byPricol Limited. Therefore upon the Scheme becoming effective all shares held by thePricol Limited in the share capital of PWSIL as on the effective date shall standcancelled.

SUBSIDIARY COMPANIES

Pricol Asia Pte Limited Singapore

This purchasing arm of our Company mainly assists in global procurement of rawmaterials and components to our Company and associate companies.

In the financial year 2020-21 the Company achieved sales of USD 493.09 Lakhs (Rs36671.53 Lakhs) as against the previous year sales of USD 270.68 Lakhs (Rs 19598.19Lakhs). The company made a ProSt of USD 1078270 (Rs 801.92 Lakhs) during the year2020-21 as against USD 550585 (Rs 398.65 Lakhs) in 2019-20.

Pricol Wiping Systems India Limited

During the financial year 2020-21 the company has achieved sales of Rs 1759.75 Lakhsas against sales of Rs 2851.33 Lakhs in 2019-20. The company incurred Losses to theextent of Rs 289.85 Lakhs in 2020-21 as against Loss of Rs 323.73 Lakhs in 2019-20.

PT Pricol Surya Indonesia

The Company is supplying Instrument Clusters to the 2-Wheeler manufacturers inIndonesia & Thailand. In the financial year 2020-21 the company has achieved a salesof IDR 286315 Lakhs (Rs 1382.90 Lakhs) as against the previous year sales of IDR453879 Lakhs (Rs 2155.92 Lakhs) a decrease of 37 % in IDR & 36 % in INR terms.

The decrease in sales is mainly on account of phasing out of vehicle models for whichthe company is supplying. The Company had a Loss before tax of IDR 129794 Lakhs (Rs626.91 Lakhs) as against the Loss before tax of IDR 52367 Lakhs (Rs 248.74 Lakhs) ofprevious year.

PT Sripri Wiring Systems Indonesia

The Company a Wholly Owned Subsidiary Company of PT Pricol Surya Indonesia hasachieved sales of IDR 23509 Lakhs (Rs 113.55 Lakhs) in 2020-21 as against sales of IDR61165 Lakhs (Rs 290.53 Lakhs) in 2019-20. The Company made a Pro t to the extent of IDR14847 Lakhs (Rs 71.71 Lakhs) in 2020-21 as against ProSt of IDR 2951.07 Lakhs (Rs 14.02Lakhs) in 2019-20.

SALE OF SUBSIDIARY COMPANIES

As stated in our earlier Annual Report - 2020 the company had completed the sale of100 % shareholding held by it in the erstwhile Wholly Owned Subsidiary Company“Pricol Espana Sociedad Limitada Spain” along with its Wholly Owned SubsidiaryCompany “Pricol Wiping Systems Czech s.r.o” on 21st August 2020.

OUTLOOK OPPORTUNITIES CHALLENGES RISKS & CONCERNS

India

The automotive industry ended up with de-growth of 12 % in 2020-21 compared to 2019-20.The major reason for the de-growth was the outbreak of COVID-19 and low production duringQ1 of 2020-21 due to lockdown. The shortage of imported parts from China continued in2020-21 thus affecting the auto manufacturing. The industry has moved into the new BS VIemission starting April 2020-21.

The outlook for 2021-22 is expected to be at /marginal de-growth due to Covid situationand continued shortage of imported electronic parts. However the demand across allsegments of market is expected to be robust during 2021-22.

Pricol has won many new businesses across various segments in the BS VI platform andaround 40 % of the revenue of 2020-21 was contributed by new business. This has helpedyour company to register a very impressive growth in the current year as compared to theindustry growth across all the vehicle segments served by our products.

International

Robust growth expected during 2021-22 after the downturn in 2020-21 due to Covid bothin the US and Europe markets. With Pricol winning a number of new business the growth in2020-21 was 23 % compared to previous year. Pricol expects this growth momentum tocontinue in 2021-22.

COVID 19 IMPACT

While the impact of COVID 19 looked like dying down and the entire economy wasseemingly coming back to a near normalcy the second wave of COVID 19 has hit the worldeconomy at various stages and has started having its impact on India. The second wave hasalso caused many States to declare lockdown. Many of the OEMs have stopped theiroperations partially in line with Government requirement supply chain disturbances andconsidering their own employee welfare. This is likely to cause serious impact in thesales volumes of the year 2021-22 and it is very unlikely that your company will be ableto register the sales growth of the previous year. Although the expectation is that Indiaas a whole will recover by second half the impact of the stoppage of operations and dropin demand in the 1st quarter of 2021-22 is likely to have a lasting impact on the fullyear sales.

RISK MANAGEMENT

Risk Management Policy for identifying and managing risk at the strategic operationaland tactical level has been adopted by the Company. Our risk management practices aredesigned to be responsive to the ever changing Industry dynamics. At present the Companyhas not identified any element of risk which may threaten the existence of the Company.

The Risk Management policy has been placed on the website of the Company and the weblink there to is https://www.pricol.com/Data/Policy/Risk-Management-Policy.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems have been strengthened taking into account thenature of business and size of operations to provide for:

Reliability and integrity of financial and operational information;

Effectiveness and ef ciency of operations and assets;

Compliance with applicable statutes policies listing requirements and managementpolicies and procedures.

The Company through its own Corporate Internal Audit Department carries out periodicaudits at all locations and all functions and brings out any deviation to internal controlprocedures. The observations arising from audit are periodically reviewed and complianceensured. The summary of the Internal Audit observations is submitted to the AuditCommittee. The Audit Committee at its meetings regularly reviews the nancial operatinginternal audit & compliance reports to improve performance. The heads of variousmonitoring / operating departments are present for the Audit Committee meetings to answerqueries from the Audit Committee.

FINANCE

During the year the Company has not accepted / renewed any xed deposit from public.The total deposits remained unpaid or unclaimed as at 31st March 2021 is Nil. There is nodefault in repayment of deposits or payment of interest thereon during the year. TheCompany undertook several steps to keep a control over borrowings and cost of borrowings.

Credit Rating

Consequent to the good financial performance your company was able to improve itscredit rating from the current rating agency ICRA and a similar credit rating from IndiaRatings and Research.

Credit Agency Facility Present Ratings Previous Ratings
ICRA Long Term Fund Based & Term Loan Short Term Non Fund Based BBB (Stable) A3+ BB+ A4+
India Ratings and Research Fund Based and Non Fund Based Working Capital IND BBB / Stable / IND A3+ Not Applicable
Long Term Loans IND BBB / Stable Not Applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year therewere no materially signiHcant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconPict with the interest of the Company.

DIRECTORS

Independent Director

As per the provisions of Section 149 of the Companies Act 2013 and Regulation 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Membersappointed Independent Directors as mentioned below:

Name of Independent Director Period of Appointment
Dr. S. K. Sundararaman Upto 29th May 2023
Mr. R. Vidhya Shankar Upto 31st July 2024
Mr. P. Shanmugasundaram Upto 14th June 2024
Mr. K. Ilango Upto 14th June 2024
Mr. Navin Paul Upto 21st October 2025
Mrs. Sriya Chari Upto 26th May 2026

Mr. Navin Paul (DIN: 00424944) was appointed as an Additional (Independent) Director ofthe company by the Board of Directors at its meeting held on 22nd October 2020 and whoseterm of office expires at this Annual General Meeting ('AGM'). The Board recommends theappointment of Mr. Navin Paul as an Independent Director of the company to hold office forthe term of 5 ( ve) consecutive years commencing from 22nd October 2020 to 21st October2025.

Mr. Suresh Jagannathan (DIN: 00011326) has resigned from the Board with effect from10th February 2021 due to his personal business commitments and health reasons. The Boardplaces on record its special appreciation for his contribution over 36 years for thedevelopment of the company.

EXECUTIVE DIRECTOR / NON – INDEPENDENT DIRECTOR

Members appointed Executive Director / Non - Independent Director as mentioned below :

Name of Director Period of Appointment
Mr. Vikram Mohan Upto 31st March 2022
Mr. V. Balaji Chinnappan Upto 31st March 2022
Mrs. Vanitha Mohan Upto 31st March 2024

The Board of Directors at their meeting held on 10th February 2021 re-appointed Mrs.Vanitha Mohan as Chairman for a period of three years with effect from 1st April 2021 to31st March 2024 and xed the remuneration payable to her as set out in the text of theresolution in the AGM notice subject to the approval of the Shareholders.

Mr. V. Balaji Chinnappan a Non-Independent Director retires by rotation at the ensuingAnnual General Meeting and is eligible for re-appointment.The Board recommends theaforesaid appointment (s).

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance Committees of theBoard Independent Directors and Individual Directors of the Company.

The Board's performance was evaluated based on the criteria like Structure GovernanceDynamics & Functioning Approval & Review of Operations Financials InternalControls etc.

The performance of the Independent Directors as well as Individual Directors includingthe Chairman of the Board were evaluated based on the evaluation criteria laid down underthe Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of referencespeciFed by the Board to the said Committee. The Board of Directors were satisUed with theevaluation process which ensured that the performance of the Board its CommitteesIndependent Directors and Individual Directors adhered to their applicable criteria.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as stipulated under Companies Act 2013 areMr. Vikram Mohan Managing Director Mr. P. Krishnamoorthy Chief Financial Of cer &Mr. T. G. Thamizhanban Company Secretary.

Mr. P. Krishnamoorthy Chief Financial Of cer has been appointed as Key ManagerialPersonnel with effect from 11th February 2021 in place of Mr. K. Ramesh.

STATUTORY AUDITORS

M/s. VKS Aiyer & Co. Chartered Accountants Coimbatore (ICAI Firm Registration No:000066S) the Statutory Auditors of the Company were appointed as Statutory Auditors ofthe Company for a term of 5 years from the conclusion of 7th Annual General Meetinguntil the conclusion of the 12th Annual General Meeting of the Company to be held in thecalendar year 2023.

Statutory Auditors M/s. VKS Aiyer & Co. Chartered Accountants have conPrmedtheir eligibility for continuing as Statutory Auditors of the Company.

COST AUDITOR

The Board of Directors at their meeting held on 26th May 2021 appointed Mr. G.Sivagurunathan Cost Accountant as the Cost Auditor for conducting the Cost Audit for thefinancial year 2021-22. A resolution seeking members' rati cation of the remunerationpayable to Cost Auditor is included in the AGM notice. The Cost Audit Report will be ledwithin the stipulated period. The Company is maintaining the Cost Records as per Section148(1) of the Companies Act 2013.

SECRETARIAL AUDITOR

The Company appointed M/s. P. Eswaramoorthy and Company Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2021-22. TheSecretarial Audit Report for the financial year 2020-21 as per Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) regulations is annexed herewith as"Annexure A".

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards.

CSR INITIATIVES

Pricol's Corporate Social Responsibility (CSR) activities reflect its philosophy ofenhancing value to the society and the environment around us. CSR activities are carriedout through registered trust (ND Foundation) and a Section 8 Company (Yashaswi Academy forSkills) in addition to the CSR activities directly undertaken by the Company. The AnnualReport on CSR activities is annexed herewith as "Annexure B".

DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

COVID-19 pandemic had created a big disruption in the company's business during thebeginning months of this financial year 2020-21. However the continuous discussions andinteractions with the union office bearers and the line operators has resulted in thewhole-hearted support of the employees for the survival during this pandemic. Transparencyin dealing with the employees paved way for maintaining the cordial and conduciveindustrial relations in a smooth way. Terms of wage agreements in Plant 1 & Plant 3Coimbatore and Plant 2 Gurugram were effectively implemented. Monthly Goodwill Meetingsand Union meetings are being continued for redressing the shop floor issues. The number ofpeople employed as on 31st March 2021 is 5448.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act2013 the Directors would like to state that : a) in the preparation of annual accountsfor the financial year ended 31st March 2021 the applicable accounting standards havebeen followed; b) they had selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the proSt and loss of the Company for the year under review; c) they had taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) they had prepared theannual accounts for the financial year ended 31st March 2021 on a going concern basis; e)they had laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and are operating effectively; and f) they haddevised proper systems to ensure compliance with the provisions of all applicable laws andsuch systems are adequate and operating effectively.

DISCLOSURES :

1. Independent Directors have given declarations that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

2. Salient features of the Nomination and Remuneration Policy is disclosed in theReport on Corporate Governance.

3. QualiBcation reservation or adverse remark or disclaimer made by Statutory Auditor& Secretarial Auditor in their report : NIL

4. The particulars of Loans Guarantees and Investments made by the Company underSection 186 of the Companies Act 2013 are given in Note No.2.71 to the StandaloneFinancial Statements.

5. Particulars of contracts / arrangements entered into by the company with relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013 includingcertain arm's length transactions under third p roviso thereto :

All the related party transactions entered by the Company during the financial year2020-21 are in the ordinary course of business and at arm's length. There is no materialcontract or arrangement.

6. There are no signiHcant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status and the Company's operations infuture.

7 . Material changes and commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report : NIL.

8 . Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo :

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureC".

9. Annual Return :

Annual Return in Form No.: MGT-7 is available at the Company's website www.pricol.comand the weblinkthere:https://www.pricol.com/Data/annual-report/ANNUAL_RETURN_PRICOL2021.pdf

10. Particulars of Employees :

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed herewith as "Annexure D".

11. Disclosures of transactions of the listed entity with any person or entitybelonging to the promoter / promoter group which hold(s) 10 % or more shareholding in thelisted entity in the format prescribed in the relevant accounting standards for annualresults :

Details are given in Note No.2.70 to the Standalone

Financial Statements.

12. Number of other board of directors or committees in which a director is a member orChairperson including separately the names of the listed entities where the person is adirector a nd the category of directorship :

Disclosed in the Report on Corporate Governance

“Annexure E" point no: 2.

13. Detailed reasons for the resignation of an independent director who resigns beforethe expiry of his tenure along with a conPrmation by such director that there are no othermaterial reasons other than those provided :

Mr.Suresh Jagannathan (DIN: 00011326) has resigned from the Board with effect from 10thFebruary 2021 due to his personal business commitments and health reasons and there are nomaterial reasons other than those provided.

14. Business Responsibility Reporting :

Business Responsibility Reporting as required pursuant to Regulation 34 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 read with SEBI CircularNo. CIR/CFD/CMD /10/2015 dated 4th N ovember 2015 is annexed herewith as “AnnexureF”.

15. Details in respect of frauds reported by auditors under Section 143(12) of theCompanies Act 2013 :

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board u nder Section 143 (12) of the Companies Act 2013.

16. Key Financial Ratios (Explanations for signiHcant change i.e. change of 25% or moreas compared to the immediately previous financial year) :

Key Financial Ratios 2020-21 2019-20 % Change Explanations if any
i) Debtors Turnover 7.60 6.32 20
Consequent to the improved operations of the domestic segment because of better off take the focus was more on improving the various elements of working capital and total capital employed which is showing results.
ii) Inventory Turnover 4.71 4.82 (2)
iii) Current Ratio 1.20 0.81 48
iv) Interest Coverage Ratio 4.39 3.15 40
v) Debt Equity Ratio 0.44 0.80 (45)
vi) Operating ProJt Margin 5.53 0.11 4927
vii) Net Profit Margin (%) or sector - specific equivalent ratios as applicable. 1.09 (18.64) 106

17. Details of any change in Return on Net Worth as compared to the immediatelyprevious financial year along with a detailed explanation thereof:

Rs Lakhs

Particulars 2020-21 2019-20 % Change Explanations if any
Return on Net Worth 3.07 (39.81) 108 As stated in Point No16.

18. List of all credit ratings obtained by the entity along with any revisions theretoduring the relevant financial year for all debt instruments of such entity or any xeddeposit programme or any scheme or proposal of the listed e ntity involving mobilisationof funds whether in India or abroad: Disclosed under the heading "Finance" inthis Report. 19. There is no proceeding pending under the Insolvency and Bankruptcy Code2016.

20. There was no instance of one-time settlement with any Bank or FinancialInstitution.

CORPORATE GOVERNANCE

Your company re-af rms its commitment to good corporate governance practices. Thecompany complies with corporate governance requirements speciFed in Regulation 17 to 27and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report on Corporate Governance which forms a part of this Reporthas been annexed herewith as "Annexure E". Managing Director and Chief FinancialOf cer have certified to the Board with regard to the financial statements and othermatters as required under Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Practicing Company Secretary's Certificate regarding compliance of conditions ofCorporate Governance is made a part of this Directors' Report. All the Board Members andSenior Management personnel have af rmed compliance with the Code of Conduct for the year2020-21.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and suchstatements may be "forward-looking" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied important factors that could make a difference to the Company's operations includeeconomic conditions affecting demand / supply and price conditions in the domestic andoverseas markets in which the Company operates changes in the Government regulations taxlaws and other statutes and other incidental factors.

ACKNOWLEDGEMENTS

The Board takes this opportunity to place on record appreciation to CustomersDistributors Dealers Suppliers Shareholders Bankers and Government authorities fortheir continued support and co-operation during the year under review. The Directors alsowish to place on record their appreciation to the employees at all levels for theircontinued co-operation and commitment.

For and on behalf of the Board
Vanitha Mohan
Coimbatore Chairman
26th May 2021 DIN:00002168

.