As on: May 02, 2024 11:15 PM
FOR THE YEAR ENDED ON 31ST MARCH, 2023 To the Members of VTM Limited
Your Directors have pleasure in presenting their 76th Annual Report along with the Audited statement of accounts for the year ended 31st March, 2023.
Adoption of Financial Statements under Ind AS:
Pursuant to the notification issued by the Ministry cf Corporate Affairs dated 16th February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted "Ind AS" with effect from 1st April, 2017. Accordingly, the Financial Statements for the year 2022-2023 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.
Operating & Financial Performance - Profits, Dividends & Retention
Rs. in Lakhs.
During the year under review the Company was able to register turnover of Rs.20,872.42 lakhs for the FY2023 as against Rs. 19,374.50 for FY2022, an increase of 7.73% over previous financial year. The Company registered an export turnover of Rs.4,218.84 lakhs representing 20.21 % of the total turnover in spite of the constraints faced in the international markets.
The Company partnered with retailers in USA for marketing its high end Flome Textile products.The sales turnover has grown from strength to strength over the last 7 months, reaching Rs. 195.00 Lakhs for the Year Ended 31st March 2023. This was achieved by development of new product and design of Home Textiles.
The Company made a Profit of Rs.2,212 lakhs before depreciation against Rs.2,726 lakhs, though the turnover has increased. The Company achieved a Profit after Tax of Rs.914 Lakhs for the Year Ended 31st March 2023.
Despite the challenging factors, the year's working result is encouraging and your Directors hope to obtain better working results in the ensuing year.
Your Directors are conscious of the recessionary impact created by the geo-political tension and are accordingly taking counter measures to ensure that your Company operates at peak performance and look forward to the current year with hope and optimism.
Modernisation & Upgradation
The Company has commenced installation of Solar power plant of 300KW capacity at a cost of Rs.210 Lakhs.
As a continuation of its periodic Modernisation policy during the year under review, your Company has spent a little over Rs.690 Lakhs in modernising its plant & equipments.
This includes an amount of Rs.50.50 lakhs for the Garment unit including a Garment washing facility, compressor and additional stitching machines, for promoting exports in the international Home Textiles market.
The Company has also invested Rs.489 Lakhs in a new Staubli Auto Drawing machine. This will directly improve the efficiency of the looms and bring down the down-time substantially.
The Company has invested in a new Forbes Boiler of 2.5T capacity at a cost of Rs.90.00 Lakhs. The raw material for the boiler is briquettes and hence the dependence on coal is eliminated.
To meet the demand for sampling and new product development, the company has invested Rs.36.00 Lakhs in Single end Sizing and Warping machines to develop samples in a quick lead time.
Dividend
Considering the profits for the year and as recommended by the Audit Committee, the Board of Directors is pleased to recommend a dividend of Re.0.70 per share i.e.70% on Equity Shares of Re.l/ - each. If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within the time prescribed and dividend will be paid to those who are Members of the Company as on Book closure specified in this regard. The Book Closure period being 23rd June, 2023 to 3rd July, 2023 (Both days inclusive) in respect of shares held electronically, dividend will be paid on 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 of the Companies (Management & Administration) Rules, 2014 the extract of annual return in 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 Act, 2013 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.
Segmentwise performance
The Company is primarily a manufacturer of textile products and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company. Geographical (secondary) segment has been identified as domestic and export sa.es as detailed below:
Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns
The Indian economy continues to be resilient despite geo-political challenges. Due to rise in prices owing to an inflationary trend, the operating margins of the Company are under pressure. However, the domestic and export markets are fairly well positioned compared to other developing economies.
The power situation continues to be comfortable.
The Company is taking steps to develop and implement risk management policies. It has substantially 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 of textile units.
A below normal monsoon has been forecast for the year 2023-24 which may affect the raw material prices.
Your Directors look forward to the current year with hope and optimism, they expect the reform process in the economy will be accelerated by the Government which in turn will prove 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, five Non-Executive Independent Directors, three Non-Executive Directors and One Woman Non-Executive Director.
As on 31st March, 2023, the Board comprised of 10 Directors out of which 1 Director is Executive, Chairman & Managing Director, 4 Directors are Non - Executive including one Woman Director, 5 Directors are Non-Executive Independent. The composition of the Board is in conformity with the requirements of Regulation 17 of the Listing Regulations, and SEBI (LODR) Regulations 2015. All Directors are competent and experienced personalities in their respective fields.
Number of Board Meetings:
During the year under review, Four Board Meetings were held on 25.04.2022, 01.08.2022,28.10.2022 & 11.02.2023. The maximum interval between any two consecutive Board Meetings did not exceed 120 days.
The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report.
The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.
Retirement of Directors by Rotation:
Dr. (Smt.) Uma Kannan Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment as a Director of the Company. She is proposed to be re-appointed as a Director of the Company. The details of the proposed re-appointment of Dr.(Smt.) Uma Kannan are forming part of the Corporate Governance report.
Re-Appointment of Non Executive Independent director:
Mr. T.N. Ramanathan, (DIN 02561794), who was appointed as a Director(Independent) of the company on and from April 01, 2019, and whose office expires on 01.04.2024,and in respect of whom the company has received a notice in writing proposing his candidature for the office of the Director is to be re-appointed as Non Executive Director (Independent) of the Company", with the approval of the members in the ensuing Annual general Meeting of the company.
Non-Executive Independent Directors
The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Non-Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as
Non-Executive Independent Directors. All the Non-Executive Independent Directors have convened a meeting on 11.02.2023.
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 provisions of Section 149 and Schedule IV to the Companies Act and the regulations as provided under the SEBI Regulations in respect of the Independent Directors of the Company with the following criteria:
• the performance of the Independent Directors.
• ftilfillment of the independence criteria as specified under the Companies Act, 2013 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 in the discussion in respect of the evaluation of the Independent Director. There was sufficient 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 they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Directors under the provisions 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 situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.
Code of Conduct
All Directors, Key Managerial Personnel and Senior Management of the Company have confinned compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company's website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.
Director's Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions
of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions as referred in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the preparation of the annual accounts for the year ended on 31st March, 2023 and state that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the Company and that such internal financial controls are adequate and are operating effectively and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business:
a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements.
b) The management evolved a sound system for regular evaluation of the nature and extent 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 of proper accounting records and the Company is not unnecessarily exposed to avoidable financial risks. They also contribute to the safeguarding of assets, including the prevention and detection of fraud. The financial information used within the business and for publication is reliable.
vi. the Directors had devised proper system to ensure compliance with the provisions of all 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 in compliance with the provisions of Section 203 of the Companies Act, 2013:
a) Sri. T. Kannan, Chairman and Managing Director
b) Sri. AN. Paramasivam, Chief Financial Officer
c) Sri. S. Paramasivam, Company Secretary
Corporate Governance
The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration, the Company had Ten members Board of Directors consisting of one Chairman and Managing Director, five Non-Executive Independent Directors, four Non-Executive Directors of which one is a Woman Director.
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 the Directors. The Corporate Governance Certificate for the year ended on March 31, 2023 issued by M/s.CNGSN & Associates LLP, Auditors of the Company, is also attached as part of Annexure I and forms a part of this Report of the Directors.
The Company has formulated Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively and provided in the company's website at www.vtmill.com. Mr.S. Paramasivam, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.
Sri T. Kannan, Chairman and Managing Director of the Company has given his certificate under Regulation 17(8) read with part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March, 2023 to the Board of Directors which is attached as Annexure IX. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above said Regulations in compliance with the Code of Conduct of the Company for the year ended March 31, 2023, which is attached as Annexure VIII and forms a part of this Report of the Directors.
Audit Committee
The Audit Committee consists of three Independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Reconstituted Audit Committee (during the year) comprised of Mr. M. Anbukani as Chairman, Mr.Ganesh Ananthakrishnan and Mr.L.Sevugan as Members, and all are Independent Directors.
The Company Secretary is the Secretary of the Committee. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism, details of which are available on the Company's website www.vtmill.com
The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.
The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.
The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.
Whistle Blower Policy / Vigil Mechanism
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has formulated Vigil Mechanism / Whistle Blower Policy to enable Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct, that could adversely impact the Company's operations, business performance and / or reputation, in a secure and confidential manner. The said policy provides adequate safeguards against victimization of Directors/employees and direct access to Chairman of Audit Committee, in exceptional cases. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company under the web-link https://wwwr. vtmill.com/investor/Vigil-Mechanism-Whistle- Blower-Policy.pdf Your Company affirms that no personnel of the Company has been denied access to the Chairman of the Audit Committee and no complaint has been received during the year under review.
Evaluation of the performance of the Board, Committees and Individual Directors:
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried 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 Remuneration Committee and Stakeholders Relationship Committee.
The Board also evaluated the performance of the above referred Committees and concluded that the Committees continued to operate effectively, with full participation from all members and executive management of the Company.
The Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Company's strategy, and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics and compliance are taken seriously and there is a good 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 the Company s performance in all fronts viz., New Product Development, Sales and Marketing, International business, Employee relations and compliance with statutory requirements.
All the results of evaluation have been communicated to the Chairman of the Board of Directors.
Related Party Transactions
During the year 2018-19, the company has entered into contracts or arrangements for a period of five years from 01.04.2019 to 31.03.2024 with such number of related parties with the approval by the Board of Directors and the members of the company at the Annual General 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
As the current limit with Thiagarajar Mills Pvt Ltd, for sale, purchase or supply of any good or materials,expires on 31st March 2024, the approval of members is sought now for another term of five years for an amount of Rs. 100 crores from 01.04.2024 .
The details in respect of the material contracts or arrangements or transactions on arm'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 charged with the responsibilities to discharge functions related to CSR activities to be carried out as per Schedule VII of Companies Act 2013 and the amendments made thereon. As per notification issued by MCA, there is no necessity to form CSR Committee if the prescribed CSR expenditure does not exceed Rs.50 Lakhs in the year, the Board of Directors can discharge the CSR committee functions and activities. Therefore CSR Committee got disbanded and future review of CSR obligations , including progress monitoring, co-ordination with implementing agency, etc., came under the purview of Board of Directors on and from 01.04.2C21.
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 completed within two years. As per the latest CSR amendment Rules, the ongoing project has to be undertaken only by the Registered Trust or Society or a Section 8 Company having Certificate Under Section 12A and 80G of Income Tax Act 1961. The KKTCMCT, a registered Trust had been registered with MCA having RegnNo : CSR00003093.
The Company has fully spent Rs.25.09 Lakhs, being the average profits for past three years, for the ongoing projects through the implementing agency, Kalaithanthai Karumuttu Thiagaraja Chettiar Memorial Charitable Trust (KKTCMCT).
The CSR policy is available on the Company's website www.vtmill.com
Prevention of Sexual Harassment
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted ?n Internal Complaints Committee with three employees and a NGO representative and Smt. Uma Kannan, Director of the Company is the Adviser to the Committee. The Board also has approved the prevention of Sexual Harassment Policy and all employees especially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board.
The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Nomination and Remuneration Committee
A Nomination and Remuneration Committee was constituted on April 24,2014 and, as on 31st March, 2023, after the reconstitution of the Committee in this year, now Sri Ganesh Ananthakrishnan is the Chairman, an Independent Director and Mr. T. Kannan, and Mr. M.Anbukani, are Members of the Committee. The constitution satisfies the provisions of Section 178 of the Companies Act, 2013 as well as the SEBI Regulations. The Company Secretary is Tie Secretary of this Committee.
During the financial year ended March 31, 2023, the Committee was convened on 25.04.2022 and on 28.10.2022 to transact business.
The Company's Remuneration Policy is available on the Company's website www.vtmill.com and annexed as forming part of this report as Annexure X.
The details of terms of reference of the Nomination and Remuneration Committee, are given separately in the attached Corporate Governance Report.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee now consist of Sri T.N.Ramanathan as Chairman and Sri T. Kannan and Sri K.Vethachalam as Members. The Company Secretary is the Secretary of the
Committee as per the Regulation 20 of the SEBI (LODR) Regulations, 2015, to have three Directors as Members of the Committee with one Independent Director Member. The Committee met once during the year on 11.02.2023.
The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s.KFin Technologies Limited the Registrars and Share Transfer Agents of the Company. All requests for dematerialisation and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee approved all activities through Circular Resolutions and all those Circular Resolutions were placed and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies Act, 2013 and the listing agreement with Stock Exchanges.
The shares of the Company are tsted on the Bombay Stock Exchange. The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01029. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report.
Transfer to Investor Education & protection fund
Transfer of shares
The company's Stakeholder relationship committee has already transmitted 798100 equity shares of the company into DEMAT account of the IEPF Authority held with NSDL (DP ID Clent ID IN300708- 10656671) in terms of Provisions of Section 124(6) of the companies Act 2013, and the related Rules. During the year the Company has transmitted 33500 shares to the IEPF. The complete list of such shareholders, whose shares were due for transfer to IEPF in 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 (Finn Regn. No. 004915S/S200036) have been appointed as Auditors of the Company by the members at their meeting held on 23 rd June, 2017 and the Auditors have been appointed for a period of five years from the conclusion of 70* Annual General Meeting till the conclusion of the 75 th Annual General Meeting.
Accordingly, their tenure of their appointment was extended at the 76th AGM. Being eligible, the said firm was re-appointed for a further term of five years, till the conclusion of the 80lh AGM.
The Auditors have already submitted certification u/s. 141 of the Companies Act 2013 and Peer 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 are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.
Secretarial Audit Report and Certificates
A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr.S.Ramalingam, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report along with Annual Secretarial Compliance Report (as required under the amended SEBI Regulations) has been obtained ,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 in his Report.
Cost Auditor and Cost Records
Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly made and maintained the Cost Records as mandated by the Central Government.
The Board of Directors had approved the appointment of Shri A.N.Raman, Cost Accountant as the Cost Auditor of the Company to audit the Company's Cost Records for the year 2023-24, at a remuneration of Rs.50,000/- plus applicable taxes anc out-of-pocket expenses.
The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the 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 no outstanding 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 Companies Act, 2013.
Loans, guarantees and investments
The Company has not granted aay inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies and in such number of shares and securities in other Body Corporates 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 bear interest at applicable rates.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IV and forms a part of this Report of the Directors.
Particulars of Employees
The prescribed particulars of Employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration ol Managerial Personnel) Rules, 2014 is attached as Annexure VI and forms a part of this Report of the Directors. There are no employees drawing remuneration more than Rs.102 Lakhs per annum or Rs.8,50,000/- per month.
Statement on Compliance with Secretarial Standards
The Directors have devised systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under 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 be disclosed are annexed herewith and forms a part of this Report of the Directors :
I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor 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 Exchange Earnings 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 with Part 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 under Regulation 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 of all employees in
achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders,
Customers, Suppliers and Bankers and all other Stakeholders for their continuous support to the Company.
For and on behalf of the Board of Directors,