VTM Ltd Directors Report

FOR THE YEAR ENDED ON 31ST MARCH, 2024 To the Members of VTM Limited

Your Directors take the pleasure in presenting their 77th Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2024.

Adoption of Financial Statements under Ind AS:

Pursuant to the notification issued by the Ministry of 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 2023-2024 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Operating & Financial Performance Profits, Dividends & Retention

Rs. in Lakhs.

	2023-2024	2022-2023
Turnover	20797	20872
Profit before Depreciation	3236	2212
(after interest)
Less: Depreciation	890	980
Profit after Depreciation	2346	1232
Less: Provision for Taxation:
Current Year	560	331
Current tax adjusted to earlier years	-	-
Deferred Tax	(-) 43	(-) 13
	517	318
Profit after Tax	1829	914
Add: Amount brought forward	2641	2084
Available for appropriation	4470	2998
Appropriation:-
Transfer to General Reserve	-	-
Interim Dividend @ Re.0.25 per share	101
Dividend @ Re.0.70 per share	281	-
Dividend @ Re.0.90 per share	-	362
	-—	-—
Transfer from Other	382	362
Comprehensive Income	7	5
Retained profit carried forward to the following year	4095	2641

During the year under review the Company was able to register a turnover of Rs.20,796.55 lakhs for the FY 2023-2024 as against Rs.20,872.42 for FY 2022-2023. The Company registered an export turnover of Rs.9,848 lakhs representing 47.35% of the total turnover whereas the export turnover for the previous year was Rs.4,219 lakhs representing 20.21% of the total turnover, in spite of the constraints faced in the international markets. The 27.14% increase in export turnover is majorly achieved by the export of Home Textiles.

The Company partnered with USA retailers to market its high-end Home Textile products. Sales on US E-commerce platforms have given a booster to the Company, considering the young population are active buyers and digitally savvy. The Company has now become a B2C player rather than just a B2B player. Due to the continued efforts made by the Management, Home Textiles has got very good response from customers. The product has a niche in the overseas market. The sales turnover has grown from strength to strength over the last 12 months, reaching Rs.5344.88 Lakhs for the Year Ended 31st March 2024. The development of new products and the design of Home Textiles achieved this.

The Company made a Profit of Rs.3,236 lakhs before depreciation for the FY 2023-2024 against Rs.2,212 lakhs, during the year FY 2022-2023. The Company achieved a Profit after Tax of Rs.1,829 Lakhs for the Year Ended 31st March 2024 as against Rs.914 Lakhs for the year ended 31st March 2023.

Despite the challenging conditions in both the global and domestic markets, this years performance has been outstanding and is considered one of the best since the companys inception. Your Directors are optimistic about achieving even better results in the coming years.

Your Directors are aware of the recessionary effects caused by geopolitical tensions and are proactively implementing strategies to ensure the Company operates at its best. Though appetite in domestic markets is improving after a lull, exports especially of home textiles have been rewarding. We are focusing on cost management, exploring new market opportunities, and enhancing operational efficiencies. With these measures in place, we approach the coming year with hope and optimism.

Modernisation & Upgradation

As a continuation of its periodic Modernisation policy during the year under review, your Company has spent a little over Rs.902 Lakhs on modernising its plant & equipments.

NEW LOOMS PURCHASE:

10 PICANOL 340cm OPTIMAX I CONNECT Rapier Dobby looms are imported from Belgium at a cost of Rs.723.52 Lakhs.

FABRIC INSPECTION MACHINES:

To improve the inspection quality and ergonomics of the operators, 04 Nos Cloth Inspection machines are purchased at a cost of Rs.16.65 Lakhs for grey fabric inspection and 01 No. wider width inspection machine for finished fabric inspection at a cost of Rs.7.46 Lakhs is installed in our Home Textiles unit.

New Boiler with Briquettes (Green fuel) / waste firewood as fuel:

With Continuous evaluation and operation using green fuel, a New Boiler with 2.5 Ton capacity and at a cost of Rs.89.15 Lakhs was put to use in the place of the existing Boiler.

Dividend

Further to the Interim dividend declared by the company at the Board meeting held on 10.11.2023 of Re.0.25/- per share, 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.0.75 per share i.e. 75% on Equity Shares of Re.1/- each. If this is approved at the forthcoming Annual General Meeting, the dividend will be deposited with the bank within the time prescribed and the 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 12 July, 2024 to 24th July, 2024 (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 annual return has been given as a link in Companys 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.

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2024 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which requires that the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems, and related party transactions, have been complied with. Self-certification exercises are also conducted by which Senior management certifies the effectiveness of the internal control system, their adherence to the Code of Conduct and the Companys policies for which they are responsible, financial or commercial transactions, if any, where they have a personal interest or potential conflict of interest. The Internal Audit of the Company is carried out by M/s. GSN & Associates., Chartered Accountants Coimbatore, periodically.

Companys Policies

Companys Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), the Code of Conduct applicable to Directors and Employees of the Company and policies such as Insider Trading Code, Insider Trading Fair Disclosure Code and Policy on Materiality of and dealing with Related Party Transactions required under SEBI (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 to above are available on the Companys website www.vtmill.com.

ISO and 5S Certification

The Companys factory at Sulakarai, Virudhunagar, Tamil Nadu has been certified ISO for Quality Management System Standard and also holds a 5S Certification from AOTS Alumni 5S Forum 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 managed organizationally as a single unit. Accordingly, the Company is a single business segment company. The geographical (secondary) segment has been identified as domestic and export sales as detailed below:

Particulars	Amount (Rs.lakhs)	% of Turnover
Export Sales	9848	47.35
Domestic Sales	10949	52.65

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

Indias textile and apparel industry, including handicrafts, experienced significant growth with exports increasing by 41% compared to previous years. The industry is expected to continue expanding, reaching a substantial market size by 2025-26. This sector is crucial to Indias economy, contributing notably to GDP, industrial production, and exports. According to IMD reports Tamil Nadu is expected to receive slightly above normal rainfall in the ensuing monsoon season; this augurs well for the rural economy.

However, the industry faces considerable challenges such as competition from other countries, rising labour costs, higher supply chain costs due to infrastructure deficiencies, and environmental concerns. Inflation has also reduced domestic purchasing power, further affecting the local market as consumers spend less on apparel. To mitigate these challenges, there is a growing focus on sustainability and expansion of export markets, which in the textile sector is based on reducing environmental impact, inspiring working conditions, supply chain ethics, and sustainable product design.

Sustainability extends beyond the use of organic products and efficient procedures. Many companies are adopting eco-friendly practices, sustainable fibers, organic dyes, energy- efficient technologies, and waste reduction initiatives, with several firms obtaining international certifications like GOTS and OEKO-TEX? to underline their commitment to sustainability. The global textile industry is on the brink of significant transformation, marked by dynamic shifts in consumer preferences, sustainability imperatives, and technological innovations.

Your Company has also invested in sustainable best practices. The investments include roof and ground-mount solar panels to the tune of 4 MW. The company has plans of providing in-house facilities like hostels and medical centers especially to benefit the women workforce. Women workforce constitutes 28% of the total workforce.

Alternative fibers such as linen, hemp, bamboo, tencel, modal, and soy fiber offer a variety of choices for consumers seeking sustainable, breathable, and comfortable clothing options. This, along with stiff competition from synthetic fabrics, will significantly impact the future of the cotton textile industry.

The ongoing Russia-Ukraine war has created additional financial strain by disrupting key markets in the EU and US, leading to higher inflation and supply chain disruptions. Order volumes have declined, and yarn prices have shot high since 2023. This has led to a significant drop in Indias textile and apparel exports by 3.24% compared to the previous year. Despite these challenges, the US home textile market remains strong, with steady growth driven by increased consumer spending on home renovations and fashion trends, and India continues to be a key supplier in this segment.

Your Company has successfully ventured into the US Home Textiles Market by breaking through the E-commerce marketplace to sell its High-end Cotton & Linen Home Fashion. The Company has clocked a sales turnover of Rs.52.00 Crore in the Last Financial Year and is poised to steadily grow in this market. The Company is also exploring potential opportunities in new product development in home fashion and will also expand continuously in the production capacity which includes the stitching facility and processing centers.

Board of Directors

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

The Board consists of 9 Directors with one Chairman and Managing Director, five Non-Executive Independent Directors, two Non-Executive Directors and One Woman Non-Executive Director.

As on 31st March, 2024, the Board is comprised of 9 Directors out of which 1 Director is Executive, Chairman & Managing Director, 3 Directors are Non-Executive including one Woman Director, 5 Directors are Non-Executive Independent. The composition of the Board conforms 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, Six Board Meetings were held on 03.05.2023, 14.06.2023,

28.07.2023, 11.09.2023, 10.11.2023 & 07.02.2024. 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

Sri RM. Somasundaram, Director ofthe Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. He is proposed to be re-appointed as a Director of the Company. The details of the proposed reappointment of Sri RM. Somasundaram are forming part of the Corporate Governance report.

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 NonExecutive Independent Directors fulfil 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 07.02.2024.

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.

• fulfillment 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 fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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, that 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 Companys Code of Business Conduct & Ethics.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companys website www.vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Directors 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 2024 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 a 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 K. Thiagarajan, Chairman and Managing Director.

b) Sri K. Deenadayalan, Chief Financial Officer.

c) Smt K. Preyatharshine, Company Secretary.

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration, the Company had Nine-member Board of Directors consisting of one Chairman and Managing Director, five Non-Executive Independent Directors, and three 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, 2024 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 the 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 companys website at www.vtmill.com. Smt K. Preyatharshine, 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 K. Thiagarajan, Chairman & Managing Director and Sri. K. Deenadayalan, Chief Financial Officer of the Company has given their 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, 2024 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-mentioned Regulations in compliance with the Code of Conduct of the Company for the year ended March 31, 2024, 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 Audit Committee comprised of Sri. M. Anbukani as Chairman, Sri. Ganesh Ananthakrishnan, and Sri. 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 Companys 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, identifying, reviewing, and mitigating all elements of risks to which the Company may be exposed.

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 ofthe Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has formulated a 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 Companys operations, business performance and/or reputation, securely and confidentially. The said policy provides adequate safeguards against the victimization of Directors/employees and direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company under the web link https://www. vtmin.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 Boards performance, Committees of the Board, and Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual evaluation of its 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 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, Stakeholders Relationship Committee and Independent Directors 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.

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 Companys 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 companys core values and shareholders interests.

The Directors also expressed their satisfaction in all the above areas considering the Companys performance in all fronts viz., New Product Development, Sales and Marketing, International business, Employee relations, and compliance with statutory requirements.

The evaluation results have been communicated to the Chairman of the Board of Directors.

Related Party Transactions

During the year 2023-24, the company has entered into contracts or arrangements for five years from 01.04.2024 to 31.03.2029 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

In the current period, due to the exigencies that, when the limits exceed, the company can carry out the transactions only with the prior approval of the members at the General Meeting, and hence the company has to carry out the transactions with the related party regularly which may exceed the limits specified in the Rules, it would be appropriate to obtain consent from the members of the company to carry out the transactions with related parties. Therefore for the approval of the related party transactions, the members approval is sought, in the Annual General Meeting of the company held on 03.07.2023 for five years from 01.04.2024.

The details in respect of the material contracts or arrangements or transactions on arms 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 responsibility to discharge functions related to CSR activities to be carried out as per Schedule VII of the Companies Act 2013 and the amendments made thereon. As per the 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 was disbanded and future review of CSR obligations, including progress monitoring, coordination with implementing agency, etc., came under the purview of the Board of Directors on and from 01.04.2021.

The CSR Policy, which was approved by the Board, is available on the Companys website.

The Company has decided to spend CSR funds for ongoing projects, if any that can be completed within two years and other than on-going projects also. 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 Regn No : CSR00003093.

The Company has fully spent Rs.22.95 Lakhs, being the average profits for past three years, for the other than ongoing projects through the implementing agency, Kalaithanthai Karumuttu Thiagaraja Chettiar Memorial Charitable Trust (KKTCMCT) and directly.

The CSR policy is available on the Companys 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 an Internal Complaints Committee with ten employees and a NGO representative. 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 ofthe Sexual Harassment of Women at Workplace (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 24, 2014 and, as on 31st March, 2024, after the reconstitution of the Committee in this year, now Sri Ganesh Ananthakrishnan is the Chairman, an Independent Director, Sri K. Thiagarajan, Sri L. Sevugan and Sri 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 the Secretary of this Committee.

During the financial year ended March 31, 2024, the meeting was convened on 11.09.2023.

The Companys Remuneration Policy is available on the Companys 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 consists of Sri T. N. Ramanathan as Chairman, Sri K. Thiagarajan, and Sri V. Kasinathan as Members. The Company Secretary is the Secretary of the Committee as per 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 07.02.2024.

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 dematerialization and rematerialization 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 also reports to the Board on issues 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 listed on the Bombay Stock Exchange. The Companys shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01029. The details of shareholding patterns, 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 companys Stakeholder Relationship Committee has already transmitted 864000 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 65900 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 (Firm Regn. No. 004915S/S200036) have been appointed as Auditors of the Company by the members at their meeting held on 23rd June 2017 and the Auditors have been appointed for five years from the conclusion of 70th Annual General Meeting till the conclusion of the 75th Annual General Meeting.

Accordingly, the tenure of their appointment was extended at the 75th AGM. Being eligible, the said firm was re-appointed for a further term of five years, till the conclusion of the 80th AGM.

The Auditors have already submitted certification u/s. 141 of the Companies Act 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 Reports and Certificates

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Sri S. Ramalingam, Practising Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report along with the 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 Sri A. N. Raman, Cost Accountant as the Cost Auditor of the Company to audit the Companys Cost Records for the year 2024-25, at a remuneration of Rs.50,000/- plus applicable taxes and 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 the 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 any 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 bodies corporate as referred to in Notes No. 06 and 11 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 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 of 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 form 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 Directors Certificate under Regulation 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of the 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.