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VTM Ltd.

BSE: 532893 Sector: Industrials
NSE: VTMLTD ISIN Code: INE222F01029
BSE 00:00 | 06 Dec 48.85 -3.00
(-5.79%)
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NSE 05:30 | 01 Jan VTM Ltd
OPEN 52.20
PREVIOUS CLOSE 51.85
VOLUME 51924
52-Week high 65.00
52-Week low 33.10
P/E 14.67
Mkt Cap.(Rs cr) 196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 52.20
CLOSE 51.85
VOLUME 51924
52-Week high 65.00
52-Week low 33.10
P/E 14.67
Mkt Cap.(Rs cr) 196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VTM Ltd. (VTMLTD) - Director Report

Company director report

FOR THE YEAR ENDED ON 31ST MARCH 2022

To the Members of YTM Limited

Your Directors have pleasure in presenting their 75th Annual Report alongwith the Audited statement of accounts for the year ended 31st March 2022.

Adoption of Financial Statements under Ind AS:

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16thFebruary 2015 relating to the Companies (Indian Accounting Standards) Rules 2015 theCompany has adopted "Ind AS" with effect from 1st April 2017.Accordingly the Financial Statements for the year 2021-2022 have been prepared incompliance with the Companies (Indian Accounting Standards) Rules 2015.

Operating & Financial Performance Profits Dividends & Retention

Rs. in Lakhs.

2021-2022 2020-2021
Turnover 19374 14263
Profit before Depreciation (after interest) 2726 2001
Less: Depreciation 920 766
Profit after Depreciation 1806 1235
Less: Provision for Taxation: Current Year 459 266
Current tax adjusted to earlier years -
Deferred Tax (-) (-)
142 9
317 257
Profit after Tax 1489 978
Add: Amount brought forward 1330 838
Available for appropriation 2819 1816
Appropriation:-
Transfer to General Reserve 500 500
Dividend @ Re.0.60 per share 241 241
Transfer from Other Comprehensive Income 6 14
Retained profit carried forward to the following year 2084 1330

During the year under review the Company was able to register turnover of Rs.19374.50lakhs for the FY2022 as against Rs.14263.16 for FY2021 an increase of 35.84% overprevious financial year. Also registered export turnover of Rs.4980.07 lakhs representing25.70% of the total turnover.

The Company made Profit before depreciation of Rs.2726 lakhs against Rs.2001 lakhsalong with increase in Turnover. The Profit after Tax for the year ended 31stMarch 2022 has been Rs. 1489 lakhs as against previous year's Profit after Tax of Rs.978Lakhs.

The year under review was quite unusual and witnessed many ups and downs. There wasinterruption of production due to pandemic. Post pandemic the fortunes of the Indiantextile industry started looking up with domestic and international demand going up.

As the year progressed there was an unprecedented surge in the international cottonprice and cotton touched an all time high. This resulted in the increase of the inputs tothe entire textile industry. These very high prices are bound to impact the demandscenario.

The onset of geopolitical disturbances are also having an impact on the global economy.

Your Directors are conscious of this and are accordingly taking counter measures toensure that your Company operates at peak performance and look forward to the current yearwith hope and optimism.

Modernisation & Upgradation

During the year under review your Company has spent a little over Rs.4.08 Crores inmodernising its plant & equipments.

The Company has established a Garment unit with 57 stitching machines with ETON linefor promoting exports in the international Home Textiles market.

Appropriation to General Reserve

Considering the profitability and the available surplus the Board of Directors desiresto appropriate a sum of Rs.500 lakhs to General Reserve.

Dividend

Considering the profits for the year and as recommended by the Audit Committee theBoard of Directors is pleased to recommend a dividend of Re.0.90 per share i.e. 90% onEquity Shares of Re.l/ - each. If this is approved at the forthcoming Annual GeneralMeeting dividend will be deposited with the bank within the time prescribed and dividendwill be paid to those who are Members of the Company as on Book closure specified in thisregard. The Book Closure period being 20th June 2022 to 30th June2022 (Both days inclusive) in respect of shares held electronically dividend will be paidon the basis of beneficial ownership as per details furnished by the depositories.

Extract of Annual Return

As per the requirements of Section 92 of the Companies Act 2013 read with Rule 12 ofthe Companies (Management & Administration) Rules 2014 the extract of annual returnin the prescribed Form MGT 9 has been given as a link in Company's website www.vtmill.com.

Associate Company/Holding or Subsidiary Company

The Company does not have any Associate Company as defined under the Companies Act2013 and has not entered into any joint venture agreement during the year under review.

Change in the Nature of Business

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

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2022 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal controls and other regulatory and statutory compliances. Code on Internal Controlwhich require that the Directors to review the effectiveness of internal controls andcompliance controls financial and operational risks risk assessment and managementsystems and related party transactions have been complied with. Self certificationexercises are also conducted by which Senior management certifies effectiveness of theinternal control system their adherence to Code of Conduct and Company's policies forwhich they are responsible financial or commercial transactions if any where they havepersonal interest or potential conflict of interest. Internal Audit has been conducted onperiodical basis.

Company's Policies

Company's Policies on Corporate Social Responsibility Remuneration Employee Concern(Whistle Blowing) the Code of Conduct applicable to Directors and Employees of theCompany and policies such as Insider Trading Code Insider Trading Fair Disclosure Codeand Policy on Materiality of and dealing with Related Party Transactions required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and SEBI(Prohibition of Insider Trading) Regulations 2015 have been complied with.

These Policies the Code of Conduct and other policies/codes as referred above areavailable in the Company's website www.vtmill.com

ISO and 5S Certification

The Company's factory at Sulakarai Virudhunagar Tamil Nadu has been certified ISO forQuality Management System Standard and also holds a 5S Certification from AOTS Alumni 5SForum of India and GOTS Certification for the manufacture of organic cotton fabrics.

Segment wise performance

The Company is primarily a manufacturer of textile products and is managedorganizationally as a single unit. Accordingly the Company is a single business segmentcompany. Geographical (secondary) segment has been identified as domestic and export salesas detailed below:

Particulars Amount (Rs. lacs) % of Turnover
Export Sales 4980.07 25.70
Domestic Sales 14394.43 74.30

Industry Structure & Developments Opportunities & Threats Outlook Risks& Concerns

The Indian economy has been resilient post the pandemic lockdown. However the increasein cotton prices to historical high levels and the ongoing war situation in Europe doesnot bode well for the global economy. This is having its impact on Indian economy withhigh fuel prices and surging inflation.

The power situation continues to be comfortable.

The Company is taking steps to develop and implement risk management policies. It hassubstantially cut credit facilities to customers and insist on shorter credit cycles.

On net basis the Company is Debt free.

Further in the domestic market there is a risk of competition from a large number oftextile units.

A normal monsoon has been forecast for the year 2022-23 and we hope this will help theIndian economy.

Your Directors look forward to the current year with hope and optimism they expect thereform process in the economy will be accelerated by the Government which in turn willprove positive for trade & industry.

Board of Directors:

The Board is headed by Sri.T.Kannan Chairman & Managing Director of the Company.During the year under review there were changes at the Board level as under:

The Board consists of 10 Directors with one Chairman and Managing Director fiveNon-Executive Independent Directors three Non-Executive Directors and One WomanNon-Executive Director.

As on 31st March 2022 the Board comprised of 10 Directors out of which 1 Director isExecutive Chairman & Managing Director 4 Directors are Non - Executive including oneWoman Director 5 Directors are Non-Executive Independent. After end of financial yearSri. M. Murugesan Director (Independent) has resigned due to Personal commitments. Thecomposition of the Board is in conformity with the requirements of Regulation 17 of theListing Regulations and SEBI (LODR) Regulations 2015. All Directors are competent andexperienced personalities in their respective fields.

Number of Board Meetings:

During the year under review Four Board Meetings were held on 29.04.2021 2.08.202127.10.2021

6 28.01.2022. The maximum interval between any two consecutive Board Meetings did notexceed 120 days.

The details of number and dates of meetings held by the Board and its Committeesattendance of Directors and remuneration paid to them is given separately in the attachedCorporate Governance Report.

The sitting fees paid to the Non-Executive Directors are within the limits prescribedunder the Companies Act 2013 and Rules thereon.

Retirement of Directors by Rotation:

Mr. K.Thiagarajan Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for reappointment as a Director ofthe Company. Being eligible he is proposed to be re-appointed as Director of the Company.The details of the proposed reappointment of Mr.K.Thiagarajan are forming part of theCorporate Governance report.

Mr.RM.Somasundaram Director of company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for reappointment as a Director ofthe Company. Being eligible he is proposed to be re-appointed as Director of the Company.The details of the proposed re-appointment of Mr.RM.Somasundaram are forming part of theCorporate Governance report.

Non-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are notdisqualified to act as a Non-Executive Independent Director in compliance with theprovisions of Section 149 of the Companies Act 2013 and the Board is also of the opinionthat the Non-Executive Independent Directors fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Non-Executive Independent Directors.The Non-Executive Independent Directors have convened a meeting on 28.01.2022.

To comply with the amended regulations as provided in Regulation 17(10) of the SEBI(LODR) Regulations the Board reviewed the evaluation process by applying the provisionsof Section 149 and Schedule IV to the Companies Act and the regulations as provided underthe SEBI Regulations in respect of the Independent Directors of the Company with thefollowing criteria:

• the performance of the Independent Directors.

• fulfillment of the independence criteria as specified under the Companies Act2013 and regulations under SEBI Regulations.

• The process of evaluation stating the objectives criteria for evaluation.

• periodic review of the evaluation process.

The Independent Directors who attended the meeting of the Board did not participate inthe discussion in respect of the evaluation of the Independent Director. There wassufficient quorum excluding the Independent Directors during the time of evaluation.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to act as Independent Directors under theprovisions of the Companies Act 2013 read with the relevant rules made thereunder.Further they have also declared that they are not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence. The Independent Directors have also confirmed that they have complied with theCompany's Code of Business Conduct & Ethics.

Code of Conduct

All Directors Key Managerial Personnel and Senior Management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website www.vtmill.com. AllDirectors have confirmed compliance with provisions of Section 164 of the Companies Act2013.

Director's Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 andthe provisions as referred in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in the preparation of the annual accounts for the year ended on 31stMarch 2022 and state that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a hue andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii. 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. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and the Company has adopted proper policies and procedures for ensuringorderly and efficient conducting of the business:

a) The management designed and implemented policies with respect to adherence toaccounting standards as a general requirement applied by a Company in preparing andpresenting financial statements.

b) The management evolved a sound system for regular evaluation of the nature andextent of the risks to which the Company is exposed and to control risk appropriately.

c) The board ensured the effective financial controls including the maintenance ofproper accounting records and the Company is not unnecessarily exposed to avoidablefinancial risks. They also contribute to the safeguarding of assets including theprevention and detection of fraud. The financial information used within the business andfor publication is reliable.

vi. the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company incompliance with the provisions of Section 203 of the Companies Act 2013:

a) Sri T. Kannan Chairman and Managing Director

b) Sri.K.Deenadayalan Chief Financial Officer

c) Sri S. Paramasivam Company Secretary

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. Duringthe year under consideration the Company had Ten member Board of Directors consisting ofone Chairman

nd Managing Director five Non-Executive Independent Directors four Non-ExecutiveDirectors of which one is a Woman Director. After resignation of Sri.M.Murugesan due tofamily commitments the strength was nine.

The Corporate Governance Report giving the details as required under Regulation 34(3)read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given separately as Annexure I and forms part of this Report of theDirectors. The Corporate Governance Certificate for the year ended on March 31 2022issued by M/s.CNGSN & Associates LLP Auditors of the Company is also attached aspart of Annexure I and forms a part of this Report of the Directors.

The Company has formulated Insider Trading Code and Insider Trading Fair DisclosureCode in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule Aof SEBI (Prohibition of Insider Trading) Regulations 2015 respectively and provided inthe company's website at www.vtmill.com. Mr.S. Paramasivam Company Secretary is theCompliance Officer responsible for compliance with the Insider Trading procedures. Asthere was no insider trading in the securities of the company the company has notreported any Insider Trading details to the Stock Exchange.

Sri T. Kannan Chairman and Managing Director of the Company has given his certificateunder Regulation 17(8) read with part D of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 regarding the annual financial statements forthe year ended on 31st March 2022 to the Board of Directors which is attached as AnnexureIX. The Chairman has given his certificate under Regulation 34(3) read with Part D ofSchedule V of the above said Regulations in compliance with the Code of Conduct of theCompany for the year ended March 31 2022 which is attached as Annexure VIII and forms apart of this Report of the Directors.

Audit Committee

The Audit Committee consists of three Independent Directors and satisfies theprovisions of Section 177(2) of the Companies Act 2013. The Reconstituted AuditCommittee(during the year) comprised of Mr.A.Mariappan as Chairman Mr.GaneshAnanthakrishnan and Mr.L.Sevugan and Mr.M.Murugesan as Members. After resignation ofMrM.Murugesan the strength of committee is Three and all are Independent directors.

The Company Secretary is the Secretary of the Committee. The details of all relatedparty transactions are placed periodically before the Audit Committee. During the yearthere were no instances where the Board had not accepted the recommendations of the AuditCommittee. The Company has in place a vigil mechanism details of which are available onthe Company's website www.vtmill.com

The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures implementing andmonitoring the risk management plan and identifying reviewing and mitigating all elementsof risks which the Company may be exposed to.

The Audit Committee is empowered with monitoring the appointment of Key ManagerialPersonnel.

The details of terms of reference of the Audit Committee number and dates of meetingsheld attendance of the Directors and remuneration paid to them are given separately inthe attached Corporate Governance Report.

Whistle Blower Policy / Vigil Mechanism:

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 22of Listing Regulations the Company has formulated Vigil Mechanism / Whistle Blower Policyto enable Directors and employees of the Company to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct that could adverselyimpact the Company's operations business performance and / or reputation in a secure andconfidential manner. The said policy provides adequate safeguards against victimization ofDirectors/employees and direct access to Chairman of Audit Committee in exceptionalcases. The Vigil Mechanism / Whistle Blower Policy is available on the website of theCompany under the web-link https://www.vtmill.com/investor/Vigil-Mechanism-Whistle-Blower-Policy.pdf Your Company affirms that no personnel of the Company has been deniedaccess to the Chairman of the Audit Committee and no complaint has been received duringthe year under review.

Evaluation of the Board of its own performance Committees of the Board and IndividualDirectors:

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out the annual evaluation of its own performance the individual Directors(including the Chairman) as well as an evaluation of the working of all Board Committees.

The Board reviewed and evaluated its own performance from the following angles:

• Company Performance

• Strategy and Implementation

• Risk Management

• Corporate ethics

• Performance of the Individual Directors

• Performance of the Committees viz. Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee and Corporate Social ResponsibilityCommittee

The Board also evaluated the performance of the above referred Committees and concludedthat the Committees continued to operate effectively with full participation from allmembers and executive management of the Company.

The Board upon evaluation considered that the Board is well balanced in terms ofdiversity of experience.

The Board noted that all Directors have understood the opportunities and risks to theCompany's strategy and are supportive of the direction articulated by the management teamtowards improvement.

Corporate responsibility ethics and compliance are taken seriously and there is agood balance between the core values of the Company and the interests of shareholders.

The Directors also expressed their satisfaction in all the above areas considering theCompany's performance in all fronts viz. New Product Development Sales and MarketingInternational business Employee relations and compliance with statutory requirements.

All the results of evaluation have been communicated to the Chairman of the Board ofDirectors.

Related Party Transactions:

During the year 2018-19 the company has entered into contracts or arrangements for aperiod of five years from 01.04.2019 to 31.03.2024 with such number of related partieswith the approval by the Board of Directors and the members of the company at the AnnualGeneral Meeting wherever necessary in respect of the following:

1. Sale purchase or supply of any goods or materials

2. Selling or otherwise disposing of or buying property of any kind

3. Leasing of property of any kind

4. Availing or rendering of any services

5. Obligations

The details in respect of the material contracts or arrangements or transactions onarm's length basis carried on with the related parties have been furnished in Annexure V.

Corporate Social Responsibility Committee

The Company established CSR Committee on 24th April 2014. The CSR Committee was chargedwith the responsibilities to discharge functions related to CSR activities to be carriedout as per Schedule

VII of Companies Act 2013 and the amendments made thereon. As per notification issuedby MCA there is no necessity to form CSR Committee if the prescribed CSR expenditure doesnot exceed Rs. 50 Lakhs in the year the Board of Directors can discharge the CSRcommittee functions and activities. Therefore CSR Committee got disbanded and futurereview of CSR obligations including progress monitoring co-ordination with implementingagency etc. came under the purview of Board of Directors on and from 01.04.2021.

The CSR Policy which was approved by the Board is available on the Company's website.

The Company has decided to spend CSR funds for ongoing projects that can be completedwithin two years. As per the latest CSR amendment Rules the ongoing project has to beundertaken only by the Registered Trust or Society or a Section 8 company havingCertificate Under Section 12A and 80G of Income Tax Act 1961. The KKTCMCT a registeredTrust had been registered with MCA having Regn No: CSR00003093.

The Company has fully spent Rs.23.79 Lakhs being the average profits for past threeyears for the ongoing projects through the implementing agency Kalaithanthai KarumuttuThiagaraja Chettiar Memorial Charitable Trust (KKTCMCT).

The CSR policy is available on the Company's website www.vtmill.com Prevention ofSexual Harassment:

In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has constituted an Internal Complaints Committeewith three employees and a NGO representative and Smt. Uma Kannan Director of the Companyis the Adviser to the Committee. The Board also has approved the prevention of SexualHarassment Policy and all employees especially women employees were made aware of thePolicy and the manner in which complaints could be lodged. The Committee has submitted itsAnnual Report and the same has been approved by the Board.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013:

1. No. of Complaints of sexual harassment received NIL
2. No. of Complaints disposed off during the year NIL
3. No. of cases pending for more than ninety days NIL
4. No. of awareness programme conducted 1
5. Nature of action taken by the employer Not Applicable

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 242014 and as on31st March 2022 after the reconstitution of the Committee in this year now SriA.Mariappan is the Chairman an Independent Director and M/s. T. Kannan and GaneshAnanthakrishnan are Members of the Committee. The constitution satisfies the provisions ofSection 178 of the Companies Act 2013 as well as the SEBI Regulations. The CompanySecretary is the Secretary of this Committee.

During the financial year ended March 31 2022 the Committee transacted businessthrough circular resolution.

The Company's Remuneration Policy is available on the Company's website www.vtmill.comand annexed as forming part of this report as Annexure X.

The details of terms of reference of the Nomination and Remuneration Committee aregiven separately in the attached Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee now consist of Sri T.N.Ramanathan as Chairmanand Sri T. Kannan and K.Vethachalam as Members. The Company Secretary is the Secretary ofthe Committee as per the Regulation 20 of the SEBI (LODR) Regulations 2015 to have threeDirectors as Members of the Committee with one Independent Director Member. The Committeemet once during the year on 02.08.2021.

The Committee has delegated the responsibility for share transfers and other routineshare maintenance work to the Company Secretary and to M/s.KFin Technologies Limited theRegistrars and Share Transfer Agents of the Company. All requests for dematerialisationand rematerialisation of shares transfer or transmission of shares and other sharemaintenance matters are completed within 30 days of receipt of valid and completedocuments. The Committee approved all activities through Circular Resolutions and allthose Circular Resolutions were placed and discussed at the Board meetings. The Committeealso reports to the Board on matters relating to the shareholding pattern shareholding ofmajor shareholders insider trading compliances movement of share prices redressal ofcomplaints Reports on SCORES of SEBI and all compliances under the Companies Act 2013and the listing agreement with Stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Company's sharesare compulsorily traded in the dematerialized form. The ISIN number allotted isINE222F01029. The details of shareholding pattern distribution of shareholding and shareprices are mentioned separately in the attached Corporate Governance Report.

Transfer to Investor Education & protection fund:

Transfer of shares:

The company's Stake holder relationship committee has already transmitted 654800 equityshares of the company into DEMAT account of the IEPF Authority held with NSDL (DP ID Clentid IN300708 10656671) in terms of Provisions of Section 124(6) of the companies Act 2013and the related Rules. During the year the Company has transmitted 109800 shares to theIEPF. The complete list of such shareholders whose shares were due for transfer to IEPFin current year is also placed in the website of company.

Statutory Auditors

Auditors

In terms of Section 139 of the Companies Act and the rules made thereon M/s CNGSN& Associates LLP Chartered Accountants Chennai (Firm Regn. No. 004915S/S200036) havebeen appointed as Auditors of the Company by the members at their meeting held on 23rdJune 2017 and the Auditors have been appointed for a period of five years from theconclusion of 70th Annual General Meeting till the conclusion of the 75thAnnual General Meeting.

Accordingly the tenure of their appointment ends at the ensuing AGM. The said firm iseligible for re appointment for a further term of five years. Accordingly subject toapproval by the members of the company at the ensuing AGM they are re appointed asStatutory Auditors of the Company from the conclusion of the present AGM till theconclusion of the 80th AGM.

The Auditors have already submitted certification u/s. 141 of the Companies Act andPeer Review Certificate in respect of their appointment as Auditors of the Company.

AUDITORS

Auditors' Report:

The Notes to the financial statements referred in the Auditors Report areself-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call for anycomments under Section 134 of the Companies Act 2013. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

Secretarial Audit Report and Certificates :

A Secretarial Audit was conducted during the year by the Secretarial AuditorMr.S.Ramalingam Practicing Company Secretary in accordance with the provisions ofSection 204 of the Companies Act 2013. The Secretarial Auditor's Report along with AnnualSecretarial Compliance Report (as required under the amended SEBI Regulations) has beenobtained and is attached as Annexure II and forms a part of this Report of the Directors.There are no qualifications or observations or remarks made by the Secretarial Auditor inhis Report.

Cost Auditor and Cost Records

Pursuant to the provisions of Section 148 (1) of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Company was required to maintain costrecords. Accordingly the Company has duly made and maintained the Cost Records asmandated by the Central Government.

The Board of Directors had approved the appointment of Shri A.N.Raman Cost Accountantas the Cost Auditor of the Company to audit the Company's Cost Records for the year2022-23 at a remuneration of Rs.50000/- plus applicable taxes and out-of-pocketexpenses.

The remuneration of the cost auditor is required to be ratified by the members inaccordance with the provisions of Section 148(3) of the Companies Act 2013 and Rule 14 ofCompanies (Audit and Auditors) Rules 2014. Accordingly the matter is being placed beforethe Members for ratification at the ensuing Annual General Meeting.

Fixed Deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

The company does not have any deposit which is not in compliance with the CompaniesAct 2013.

Loans guarantees and investments

The Company has not granted any inter-corporate loan given guarantee or providedsecurity for availing loan by any other company. However the company has invested itsfunds in such number of companies and in such number of shares and securities in otherbodies corporate as referred to in Notes No. 06 and 10 of the Balance Sheet.

In compliance with Section 186 of the Companies Act 2013 loans to employees bearinterest at applicable rates.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo

The prescribed particulars of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required under Section 134(3)(m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is attached as Annexure IV and forms a part of thisReport of the Directors.

Particulars of Employees

The prescribed particulars of Employees required under Section 134(3)(q) read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure VI and forms a part of this Report of the Directors. There are noemployees drawing remuneration more than Rs.102 Lakhs per annum or Rs.850000/- permonth.

Statement On Compliance With Secretarial Standards

The Directors have devised systems to ensure compliance with the provisions of allapplicable Secretarial Standards and that such systems are adequate and operatingeffectively. The Company is in compliance with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Act.

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and forms a part of this Report of the Directors :

I. Corporate Governance Report along with Certificate on Corporate Governance by theAuditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9 - Web link.

IV. Particulars on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo.

V. Form AOC-2 for material contracts with Related Parties.

VI. Ratio of remuneration and Particulars of Employees.

VII. Annual Report on CSR spending.

VIII. Chairman & Managing Director's Certificate under Regulation 34(3) read withPart D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 on compliance of Code of Conduct.

IX. Certificate by Chairman and Managing Director and Chief Financial Officer underRegulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 on Financial Statements.

X. Remuneration Policy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment ofall employees in achieving and sustaining excellence in all areas of the business. YourDirectors thank the Shareholders customers suppliers and Bankers and other stakeholdersfor their continuous support to the Company.

For and on behalf of the Board of Directors
Kappalur Madurai. Sd/-
April 252022. CHAIRMAN AND MANAGING DIRECTOR

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