Your Directors present the Forty-Sixth Annual Report and theCompany's audited financial statements for year ended 31st March 2021.
1. STATE OF COMPANY'S AFFAIRS DIVIDEND AND RESERVE
i. financial performance/appropriations/transfer to reserves
The Company's financial performance for the year ended March 312021 is summarized below. As there is no surplus no transfer to any reserve has beenmade.
|Particulars ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Sales Turnover ||5131.73 ||6877.42 |
|Profit/ (Loss) before Depreciation and taxes ||(54.29) ||(663.29) |
|Depreciation ||244.02 ||256.98 |
|Exceptional Items/ expenses profit(loss) before taxes || || |
|Profit / (Loss) before taxes ||(298.31) ||(920.27) |
|APPROPRIATIONS/ADJUSTMENTS || || |
|Provision for Taxes - Current Tax (for prior period) ||16.83 ||- |
|- Deferred Tax ||(20.24) ||419.66 |
|Profit after tax - Transferred to retained earnings ||294.90 ||(1339.93) |
There is a reduction in sales turnover from Rs. 6877 lakhs to Rs. 5132Lakhs. This is due to low capacity utilisation on account of lockdown and resultant fallin demand due to COVID pandemic. However the loss before tax and deferred tax amount alsois lower than the previous year.
No dividend is recommended in view of the losses
Low capacity utilization in both Engineering and Textile Division hasaffected the Sales Turnover. Segment wise performance and other details are provided inthe Management Discussions and Analysis Report prepared in compliance with Reg.34(2) ofthe Listing Regulations.
Other income is lower than the previous year as the previous yearincome included rent from buildings. The tenant vacated in Dec 2019 and the Company is yetto find a tenant.
The Total capital expenditure incurred during the year is Rs.452.39Lakhs. This includes the Roof top Solar Project of Rs.433.50 lakhs which was in capitalwip in previous year. In addition to this an amount of Rs.18.89 Lakhs has been incurredfor accessories.
The relationship with the workmen has been cordial in all the units ofthe Company.
The existing products of the company are under continuous developmentto improve productivity and reduce cost of production.
The Total fund based working capital limits from the Banks have beenreduced from Rs.1950 lakhs to Rs.1800 lakhs. The Non fund based limits for L/Cs andGuarantees have also been reduced. The Company has got two term loans sanctioned by StateBank of India-one for Rs.320 lakhs for the roof top Solar equipments of 1.0mw capacity andanother for Rs.350 lakhs for modernisation of few equipments in the spinning unit. Asthere was delay in getting delivery of the machines for modernisation the loan of Rs.350lakhs and has been cancelled. The Rooftop Solar project loan has been availed and it hasbeen installed. In addition State Bank of India also has sanctioned two loans of Totalvalue Rs.168 lakhs under the Schemes for assistance to manage COVID crisis. The Companyhas serviced the interest obligations in time without any delay.
2. ANNUAL RETURN
Copies of the Annual return are posted in the Company's website:www.veejaylakshmi.com
3. NUMBER OF MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year.Further details in this respect and details of meetings of the committees are providedunder the report on Corporate Governance.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby state that:
in preparation of annual accounts for the financial year ended March 312021the applicable Accounting standards have been followed along with proper explanationrelating to material departures.
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 at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2021.
the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
the Directors have prepared the annual accounts for the Financial year endingMarch 31 2021 on a going concern basis.
the Directors had laid down internal financial controls to be followed by theCompany and that such Internal controls are adequate and are operating effectively.
the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
5. NOMINATION AND REMUNERATION COMMITTEE AND POLICY
The appointment of Directors and fixation of their remuneration is asper the guidelines laid down in the Nomination and Remuneration Policy of the Companyformulated in compliance with section 178 of the Companies Act 2013 and rules in thisrespect under the Act. The policy lays down the role of the Nomination and RemunerationCommittee the criteria for appointment of managerial personnel and independent directorsand other matters as provided under sub-section (3) of Section 178 of the Act. TheNomination and Remuneration Policy is available on the Company website:www.veejaylakshmi.com.
6. DECLARATION BY INDEPENDENT DIRECTORS
The independent directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as independent directors under theprovisions of the above act and the relevant rules.
7. AUDITORS AND AUDITORS' REPORT Statutory auditors
M/s. Manohar Chowdhry & Associates. Chartered Accountantsstatutory auditors of the Company hold Office till the conclusion of the Annual GeneralMeeting to be held in 2022..
The Statutory Auditors' Report does not contain any qualificationreservation or adverse remark.
VEEJAY LAKSHMI ENGINEERING WORKS LIMITED
The Board has appointed Sri K. Muthusamy Practicing Company Secretaryto conduct Secretarial Audit for the Financial Year 2020-21.
Observations have been made in Secretarial Audit report and SecretarialCompliance report that time lines stipulated under Companies Act 2013 and SEBI (LODR)Regulations 2015 in respect of filing of certain resolutions and of a return relating todeposits had not been complied with. The belated filings had happened in view of the lockdown restrictions due to Covid-19 pandemic and multiple filings needed in a short span oftime. Same have been regularised where necessary as per relaxations allowed.
8. PARTICULARS OF LOANS/GUARANTEE/ INVESTMENTS/DEPOSITS
The Company has not provided any Inter-Corporate Loans/ Guarantees.Details of other loans/advances and Investments of the Company in the shares of otherCompanies are provided under note 5 and 8(e) of notes to Balance Sheet appearing elsewherein this Annual Report. The amount of investment made by the Company does not exceed thelimits as specified in Section 186 of the Companies Act 2013.
The Company has not accepted any deposits from public during the yearand there are no deposits from the public as at 31.3.2021. The Company has unsecuredinterest free loans from Promoter Directors. This loan has been treated as a compoundFinancial Instrument and accounted accordingly. Promoters had also provided in last yearan additional loan of Rs.300 lakhs to part finance the capital expenditure for theequipments for solar power and modernization and this will be retained in the Company tillthe term loan is repaid.
9. contracts and arrangements with related parties
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andwere on arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial. Your Directors draw attention of the members to note No.31 to the financialstatement which sets out Related party disclosures.
10. MATERIAL CHANGES AND COMMITMENTS After 31/03/2021
The manufacturing units were kept closed due to COVID-19 pandemic from10/05/2021 to 14/06/2021 due to 2nd wave. This will have an impact on the salesturnover/profitability during the financial year 2021-22. There have been no othermaterial changes and commitments affecting the financial position of the Company whichhave occurred between March 31 2021 and the date of this report.
11. conservation of energy technology absorption and foreign exchange
EARNINGS AND OUTGO
The particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure-3 to this report.
12. RISK MANAGEMENT
The Company follows a comprehensive and integrated risk appraisalmitigation and management process. The identified elements of Risk and Risk Mitigationmeasures are periodically reviewed and revised by the Board of Directors. TheCompany's Risk Management Policy approved by the Board is posted on the website ofthe Company. The Listing regulations in this respect (Reg.21(5) is not applicable to theCompany.
13. evaluation of board performance
The Nomination and Remuneration Committee of the Company has formulatedthe criteria for evaluation of the performance of each director Board of DirectorsCommittees of the Board and Independent
ANNUAL REPORT 2020 - 2021
13.Directors. Based on this and the guidelines in this regard issued bySEBI the performance evaluation has been undertaken. A separate meeting of independentdirectors has been convened for this purpose during the year. The proceedings ofevaluation has been submitted to the Chairman of the Board of Directors.
14. ADDITIONAL INFORMATION AS PER RULE 8(5) OF COMPANIES (ACCOUNTS)RULES 2014
|Sr. No. Particulars ||Related disclosures |
|i The financial summary or highlights ||The financial highlights including State of Affairs of the Company Dividend and Reserve have been provided elsewhere in this report |
|ii The change in the nature of business ||The business of the Company is manufacture of cotton yarn knitted fabric Two for One Twisting Machines and Assembly Winders. There was no change in the business of the Company. |
|iii. The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year ||Vaiyampalayam Krishnama Naidu Swaminathan has ceased to be the Company Secretary cum Compliance officer effective from 1.3.2020 on attaining super annuation. He rejoined the Company again on 04.06.2020 as the Company Secretary cum Compliance Officer. |
|iv. The names of the Companies which have become or ceased to be its subsidiaries joint ventures or associate companies during the year ||NIL |
|v. The details relating to deposits covered under Chapter V of the Act ||The Company has not accepted any amount which falls under the purview of Chapter V of the Act. |
|vi. (vi) The details of deposits which are not in compliance with the requirements of Chapter V of the Act. ||Nil |
|vii. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. ||No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company. |
|viii. The details in respect of adequacy of internal controls with reference to the Financial Statements ||The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness. The financial statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Affairs |
|ix. Maintenance of cost records under sub- section (1) of section 148 of the Companies Act 2013 ||The Company has duly made and maintained the Cost Records. |
Sri V.J. Jayaraman Director will retire by rotation at the ensuingAnnual General meeting and being eligible he offers himself for re appointment.
16. AUDIT COMMITTEE AND VIGIL MECHANISM
The Audit Committee comprises Independent Directors Sri N.M.Ananthapadmanabhan (Chairman) Sri B. Shram and Sri K. Narendra and Whole time DirectorSri D.Ranganathan. All the recommendations made by the Audit Committee were accepted bythe Board.
The Vigil Mechanism of the Company also incorporates whistle blowerpolicy stipulated under the Listing Regulations. Execution of the responsibility in termsof the policy has been entrusted to the Audit Committee. Protected disclosures can be madeby a whistle blower through an e-mail or over telephone or by a letter to the Chairman ofthe Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower may be accessed on theCompany's website www.veejaylakshmi.com
17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
As per the provisions of Sexual Harassment of Women at Workplace(prevention prohibition and redressal) Act 2013 the Company has constituted aComplaints Committee within HR department. No complaints were received by the committeeduring the year 2020-21
18. listing of equity shares
The Company's equity shares continue to be listed at BSE limitedand we confirm that listing fee for the financial year 2021-22 has been paid.
19. particulars relating to remuneration of directors/employees
Disclosure under sub rule (2) of rule (5) of Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014:
a. Ratio of remuneration of each Director to the median remuneration of the employeesof the Company for the Financial Year ended March 31 2021 and the percentage increase inremuneration of each director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager in the Financial Year ended March 31 2021: Median remuneration ofemployees for Financial Year 2020-21 : Rs.105624/- pa. Sitting fees paid to the Directorshave not been considered as remuneration for this purpose. Remuneration particulars ofDirectors and Key Managerial Personnel are provided in Corporate Governance Report.
b. There has been no change in the median remuneration of employees in the financialyear.
c. Number of permanent employees on the rolls of Company as on 31st March 2021. : 516
d Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There hasbeen no significant increase or decrease in managerial remuneration. The overallmanagerial remuneration has come down in view of lock down.
e. Affirmation that the remuneration is as per the remuneration policy of the Company:Your Directors affirm that the remuneration is as per the Nomination and RemunerationPolicy of the Company.
f. Details of top ten employees (other than executive directors) in terms of grossremuneration: Please see Annexure - 4.
g. There are no employees who are paid remuneration in excess of Rs. 102 lakhs perannum or Rs.8.5 lakhs per month
20. corporate governance
The report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this report. The requisite certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance.
The prescribed Form AOC-2 in this respect is attached as Annexure 2.
21. CORPORATE SOCIAL RESPONSIBILITY
Not applicable to the Company under the relevant provisions of theCompanies Act 2013.
22. ASSOCIATE COMPANY
The Company holds 26.2% shares in M/s Veejay Sales and Services Limitedwhich falls under the category of Associate Company as per the provisions of the CompaniesAct. The main income of the company is from generation of power through wind mills and thedetails are furnished separately in this report under Annexure-I.
Other particulars as per Rule 8(5) of Companies (Accounts) Rules 2014
|1 Issue of equity shares with differential rights as to dividend voting or otherwise. ||No equity shares were issued during the year. |
|2 Issue of equity shares (sweat equity shares) to the employees of the Company ||No sweat equity issue during the year. |
|3 Receipt of remuneration or commission by the Managing Director or Whole time Director from any of its subsidiaries ||The Company has no subsidiary. |
The Board of Directors wishes to place on record their sincereappreciation to the customers suppliers business partners and group companies andshareholders for their support. The Directors would like to thank the Bankers as well. TheDirectors would take this opportunity to express their appreciation for the dedicatedefforts of the employees and their contribution which is deeply acknowledged.