veejay lakshmi engineering works ltd Directors report

Dear Shareholders,

Your Directors present the Forty Eighth Annual Report and the Companys audited financial statements for year ended 31^st March 2023.

1. State of Companys affairs, dividend and reserve

i. Financial performance/appropriations/transfer to reserves

The Companys financial performance for the year ended March 31, 2023 is summarized below.

( n Lakhs)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Sales Turnover	6,397.19	7,494.61
Profit/ (Loss) before Depreciation and taxes	(1,151.74)	347.79
Depreciation	252.56	264.23
Profit / (Loss) before taxes	(1,404.30)	83.56
APPROPRIATIONS/ADJUSTMENTS
Provision for Taxes - Current Tax of prior period	–	–
- Deferred Tax	(0.26)	(15.71)
Profit after tax - Transferred to retained earnings	(1,404.04)	99.27

There is decrease in sales turnover from Rs. 7,494.61 lakhs to Rs.6,397.19 Lakhs. The Loss for the year after taxes is Rs. 1,404.04 lakhs against a profit of Rs.99.27 lakhs in the previous year. The entire loss has been transferred to Retained earnings. ii. operations:

Engineering Division had supply constraints from suppliers and this has affected productivity and the abnormal increase in price of steel and other inputs in the beginning of the year has affected the profitability. The prices have stabilized in the second half of the financial year. The increase in cost of inputs could not be passed on to the customers. Textile division also had to cut down production due to mismatch in the price of cotton and yarn. The cotton prices have come down but the margins are still low.

The total capital expenditure incurred during the year is Rs.1.92 Lakhs. Industrial relations:

The relationship with the workmen has been cordial in all the units of the Company. r&d

The existing products of the company are under continuous development to improve productivity and reduce cost of production.

Borrowings:

The Company has a fund based limit of Rs.1,500 lakhs and non fund based limit of Rs.600 lakhs, totaling Rs.2,100 lakhs. Rs.1,500 lakhs fund based limit also can be used for non fund based requirements up to Rs.400 lakhs. The total loan amount outstanding as at 31/03/2023 is Rs.509.80 lakhs. The Company has serviced the interest / repayment obligations of all the loans, in time, without any delay.

The Company also has unsecured loans from Promoter Directors. The total loan amount as at

31/03/2023 is Rs.1,505.11 lakhs. Of this Rs.900 lakhs was provided as interest free loan by the promoters in 2015 with an option / proposal to convert this into equity at a later stage. At the request of the promoters it has been decided to convert this as an interest bearing loan from 31.03.2023 and provide interest at the rate of 7.5% p.a from 1.4.2023. The rate of interest on the loans will be mutually agreed and finalized by the promoters / Company at the beginning of each financial year taking into account the market rates for interest. The rate of interest will not exceed the rate charged by the Bank for the credit facilities given to the Company.

The Loan of Rs.900 lakhs was not interest bearing earlier, it was partly treated as loan and partly as other equity. As it will be treated as loan from 31.03.2023, entries have been made in the books accordingly.

2. Annual return

The copy of the Annual return is disclosed in the Companys website www.veejaylakshmi.com.

3. Number of Meetings of the Board

Four meetings of the Board of Directors were held during the year. Further details in this respect and details of meetings of the committees are provided under the report on Corporate Governance.

4. Directors responsibility statement

Your Directors hereby state that in preparation of annual accounts for the financial year ended March 31, 2023, the applicable Accounting standards have been followed along with proper explanation relating to material departures. 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 profit the and loss of the Company for the year ended 31^st March 2023. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts for the financial year ending March 31, 2023 on a going concern basis. The Directors had laid down internal financial controls to be followed by the Company and that such Internal controls are adequate and are operating effectively. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.

5. Nomination and remuneration Committee and Policy

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company formulated in compliance with section 178 of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and independent directors and other matters as provided under sub-section (3) of Section 178 of the Act. The Nomination and Remuneration Policy is available on the Company website www.veejaylakshmi.com.

6. Declaration BY independent directors

The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules.

7. Auditors and auditors report statutory auditors

M/s. N R D Associates, Chartered Accountants, statutory auditors of the Company, hold Office till the conclusion of the Annual General Meeting to be held in 2027. secretarial auditor

The Board has appointed Sri K. Muthusamy, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2022-23.

The Statutory Auditors Report and the Secretarial Audit report does not contain any qualification, reservation or adverse remark.

8. Particulars of Loans/Guarantee/ investments deposits

The Company has not provided any Inter-Corporate Loans/ Guarantees. Details of other loans/advances and Investments of the Company in the shares of other Companies are provided under note 5 and 8(e) of notes to Balance Sheet appearing elsewhere in this Annual Report. The amount of investment made by the Company does not exceed the limits as specified in Section 186 of the Companies Act, 2013.

The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2023. The Company has unsecured loans from Promoter Directors.

9. Contracts and arrangements With related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arms length basis. During the year, the

Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Your Directors draw attention of the members to note No.31 to the financial statement, which sets out related party disclosures.

10. Material Changes and Commitments after 31/03/2023

No significant changes in the working of the Company from 31/03/2023 till the date of the report.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-3 to this report.

12. Risk Management

The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The identified elements of Risk and Risk Mitigation measures are periodically reviewed and revised by the Board of Directors. The Companys Risk Management Policy, approved by the Board is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5) is not applicable to the Company.

13. Evaluation of Board Performance

The Nomination and Remuneration Committee of the Company has formulated the criteria for evaluation of the performance of each director, Board of Directors, Committees of the Board and Independent

Directors. Based on this and the guidelines in this regard issued by SEBI the performance evaluation has been undertaken. A separate meeting of independent directors has been convened for this purpose during the year.

14. Additional information as Per rule 8(5) of Companies (accounts) rules, 2014

S l No.. Particulars	Related disclosures
i The financial summary or highlights	The financial highlights including State of Affairs of the Company, Dividend and Reserve have been provided elsewhere in this report
ii The change in the nature of business	The business of the Company is manufacture of cotton yarn, knitted fabric, Two for One Twisting Machines and Assembly Winders. There was no change in the business of the Company.
iii. The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year	No Change during the year
iv. The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year	NIL
v. The details relating to deposits, covered under Chapter V of the Act	The Company has not accepted any amount, which falls under the purview of Chapter V of the Act.
(vi) The details of deposits, which are not vi. in compliance with the requirements of Chapter V of the Act.	Nil
vii. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.	No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company.
viii. The details in respect of adequacy of internal controls with reference to the Financial Statements	The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness. The financial statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Affairs
Maintenance of cost records under sub- ix. section (1) of section 148 of the Companies Act, 2013	The Company has duly made and maintained the Cost Records.

15. Directors

Sri V.J. Jayaraman. Director will retire by rotation at the ensuing Annual General meeting and being eligible he offers himself for re appointment.

16. Audit Committee and Vigil Mechanism

The Audit Committee comprises Independent Directors Sri N.M. Ananthapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director Sri D.Ranganathan. The Board accepted all the recommendations made by the Audit Committee.

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing

Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or over telephone or by a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Companys website www.veejaylakshmi.com

17. Prevention of sexual Harassment at Work Place

As per the provisions of Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2022-23.

18. Listing of equity shares

The Companys equity shares continue to be listed at BSE limited and we confirm that listing fee for the financial year 2022-23 has been paid.

19. Particulars relating to remuneration of directors employees

Disclosure under sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014: a. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ended March 31, 2023 and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the Financial Year ended March 31, 2023:

Median remuneration of employees in the financial year 2022-23. : Rs. 1,37,844/- pa. b. There has been an increase in the median remuneration of the employees over that during the financial year 2021-22 by 5.5%. c. Number of employees on the rolls of Company as on 31^st March, 2023 : 500 d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentile increase in remuneration other than managerial personnel is 27.88% and average percentile increase / (decrease) in remuneration for managerial personnel is 24.03% e. Affirmation that the remuneration is as per the remuneration policy of the Company:

Your Directors affirm that the remuneration is as per the Nomination and Remuneration Policy of the Company.

f. Details of top ten employees in terms of gross remuneration: Details given in annexure 4. g. There are no employees who are paid remuneration in excess of Rs. 102 lakhs per annum or Rs.8.5 lakhs per month

20. Corporate Governance

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

21. Particulars of Contracts and arrangements

The prescribed Form AOC-2 in this respect is attached as annexure 2.

22. Corporate social responsibility

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

23. Associate Company

The Company holds 26.2% shares in M/s Veejay Sales and Services Limited which falls under the category of Associate Company as per the provisions of the Companies Act. The main income of the company is from generation of power through wind mills and the details are furnished separately in this report under annexure-i.

24. Acknowledgement

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board of Directors Coimbatore (sd/-) V.J. JaYaraMan

May 25, 2023 Chairman

Statement pursuant to section 129(3) of the companies act, 2013 related to associate companies and Joint Ventures

Name of associates / Joint Ventures	M/s. Veejay sales and services Limited
1. Latest audited balance sheet date	31-03-2023
2. Date on which the Associate or Joint Venture was associated or acquired	05-12-2011
3. Shares of associates/Joint Ventures held by the Company on the year end
No. Of Shares	13,100
Amount of investment in associates/ joint ventures	Rs. 1,31,000
Extent of holding (in percentage)	26.2%
4. Description of how there is significant influence	Associate Company
5. Reason why the associate / joint venture is not consolidated	Consolidated
6. Net worth attributable to shareholding as per latest Audited Balance Sheet (Rs. in lakhs)	154.31
7. Profit / Loss for the year (Rs. in Lakhs)	15.93
I. Considered in consolidation	4.17
Ii. Not considered in consolidation	11.76

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: niL.

All contracts and arrangements with outside parties are in the normal course of business and at arms length basis

2. Details of material contracts or arrangement or transactions at arms length basis

a. Name(s) of the related party and nature of relationship	Veejay sales and services Limited	Augustan Knitwear P. Limited
b. Nature of contracts / arrangements/ transactions	Purchase of wind power in the ordinary course of business.	Sale of yarn and fabric in the ordinary course of the companys business.
c. Duration of the contracts / arrangements/transactions	Wind power purchase valid up to 31-03-2023.	Valid up to 31-03-2023
d. Salient terms of the contracts or arrangements or transactions including the value, if any.	Purchase of wind power at prevailing market prices or less.	Sale of yarn and knitted fabric at market rates.
e. Date(s) of approval by the Board, if any.	Approved on 05-05-2022 and specific transactions every quarter.	Approved on 05-05-2022 and specific transactions every quarter.
f. Amount paid as advances, if any:	Nil	Nil

Disclosure of Particulars as required Under Companies (accounts) rules 2014-rULe 8(3)

sl. no. Particulars	Related disclosures
Conservation of energy
1. Steps taken or impact on conservation of energy	All the lamps in the work halls and outside are progressively replaced with energy efficient LED lamps. Additionally whatever possible energy conservation measures are implemented.
2. Steps taken by the company for utilizing alternate sources of energy	The Company has its own wind mills installed for a total capacity of 4050 KW. Roof top solar power equipment have been installed for a capacity of 1MW
3 Capital investment on energy conservation equipments	Nil during the year
Technology absorption, adaptation and innovation
1. Efforts made towards technology absorption	In house Research and Development process is a continuing one.
2. Benefits derived like product improvement, cost reduction, product development or import substitution	Product development and cost reduction.
3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	No imported technology used
a) Details of technology imported
b) The year of import
c) Whether technology has been fully absorbed
d) If not fully absorbed, areas where absorption has not taken place and reasons thereof
4 The expenditure incurred on Research and Development	Rs.27.67 lakhs

Foreign exchange earnings and outgo

in lakhs

	2022-23	2021-22
1. Foreign Exchange earned	1,659.49	2,409.57
2. Foreign Exchange Outgo	522.58	136.74

Particulars of employees as per rules 5 (2) and 5(3) of Companies ( appointment & remuneration of Managerial Personnel) rules, 2014

Name (age in years)	Designation	Remuneration received 2022-23 (rs.Lakhs)	Qualification	Experience (Years)	Date of commencement of employment	Previous employment
Sri J. Anand (50 years)	Managing Director	32.21	B.E.,M.S (USA)	28	12-06-1995	Management Trainee
Sri D. Ranganathan (71 years)	Whole time Director	12.80	B.Com., MBA.	48	01-03.1975	Phipson and Co. Ltd.
Sri. R.Sargunam (69 Years)	Vice President (HR)	9.87	BA., PGDPM, PG Dip. Law	48	03.09.1992	Lakshmi Machine Works Ltd
Sri. M.Govindaraju (76 Years)	Vice President (MFG)	9.86	DME	57	01.05.1976	Lakshmi Machine Works Ltd
Sri. K.Kannadasan (70 Years)	Vice President (Sales)	8.43	B.Tech	47	01.02.2007	New Star Tex Engg.Co
Sri. P.Boopathi (54 Years)	Vice President (Spinning)	7.68	M.Tech	34	11.08.2006	GTN Group of Companies
Sri. V.K. Swaminathan (74 Years)	Company Secretary	6.34	B.Sc., AICWA., FCS.	54	01.05.2015	Veejay Lakshmi Textiles Ltd
Sri. V.Vijayakumar (49 Years)	Manager - Design	7.58	DME	29	03.09.2012	Savio India Ltd
Sri.S.Thirumurugan (53 Years)	Asst. Manager - Electrical	6.31	DEEE	28	02.07.2009	Aswin Textiles
Sri.T. Maheswaran (53 Years)	Manager - Service	5.03	DTT	33	01.03.1989	Sieger Spintech Equip. Pvt Ltd

note:

1. All the above are permanent employees and the remuneration includes Companys contribution to Employees Provident Fund, bonus and leave encashment.

2. No employee except Sri J. Anand is holding by self or by their family, shares of 2% or more in the Company or is drawing remuneration in excess of the Managing Director or Wholetime Director.

3. Sri J. Anand is related to Sri V.J. Jayaraman and Smt. Arthi Anand, Directors of the Company.

Secretarial audit report for the financial Year ended 31^st March 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To the Members,

Veejay Lakshmi engineering Works Limited, sengalipalayam, nGGo Colony Post, Coimbatore – 641022.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Veejay Lakshmi Engineering Works Limited (CIN NO: L29191TZ1974PLC000705) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under and further amendments thereof.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act) as amended from time to time:-a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client, c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and

I was informed that, for the financial year ended on 31^st March 2023:

(i) The Company was not required to maintain books, papers, minute books, forms and returns or other records according to the provisions of the following Regulations and Guidelines prescribed under SEBI Act: a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, which is not applicable as there was no delisting during the year; and b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, which is not applicable to the company as there was no buyback during the year; c) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999 / The Securities and Exchange Board of India (Share based Employee Benefits) Regulations 2021; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; e) The Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities)

Regulations, 2021; f) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(ii) There are no other laws specifically applicable to the Company, the books, papers, minute books, forms and returns of which were required to be examined by us for the purpose of this report.

1. I have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. The Listing Agreement entered into by the Company with BSE Limited and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 and further amendments thereof.

2. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

3. I further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the period under review.

(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately in advance, and a system exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and for their meaningful participation at the meetings before majority decision is carried through. We are informed that there were no dissenting members views on any of the matters during the year that were required to be captured and recorded as part of the minutes.

(iii) There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with other applicable laws, rules, regulations and guidelines.

Place : Coimbatore (Sd.) KALIAPPAGOUNDER MUTHUSAMY Date : 24.05.2023 Company Secretary in Practice M No: F 5865; CP: 3176

UDIN: F005865E000368150 Peer review Cert No: 1166/2021

To the Members,

Veejay Lakshmi engineering Works Limited, sengalipalayam, nGGo Colony Post, Coimbatore – 641 022.

our secretarial audit report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to make a report based on the secretarial records produced for my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for our report.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Compliance with the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on a test basis.

5. While forming an opinion on compliance and issuing the secretarial audit report, I have also taken into consideration the compliance related action taken by the Company after 31^st March 2023 but before issue of the report.

6. I have obtained the Managements representation about the compliance of laws, rules and regulations and happening of events, wherever required.

7. I have considered actions carried out by the Company based on independent legal / professional opinion as being in compliance with law, wherever there was scope for multiple interpretations.

8. My Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place : Coimbatore (Sd.) KALIAPPAGOUNDER MUTHUSAMY Date : 24.05.2023 Company Secretary in Practice M No: F 5865; CP: 3176

UDIN: F005865E000368150

I have examined:

(a) all the documents and records made available to us and explanation provided by Veejay

Lakshmi Engineering Works Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31.03.2023 ("Review Period") in respect of compliance with the provisions of: (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 – Not applicable as the company has not issued any kind of securities during the period under review.

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable as the Company has not bought back any of its securities during the year under review;

(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 - Not applicable as the company has not issued any kind of securities during the period under review;

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 – Not applicable as the company has not issued any debt securities during the year under review.

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021 - Not applicable as the company has not issued any Non- Convertible Securities during the year under review;

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Based on my examination, I hereby report that, during the Review Period the compliance status of the listed entity is appended as:

Sr. No Particulars	Compliance status Yes/No/NA	Observations/ Remarks by the Practicing Company Secretary
1 secretarial standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI) as notified by the Central Government under Section 118(10) of the Companies Act, 2013 and mandatorily applicable.	Yes
2 adoption and timely updation of the Policies: i. All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the Company. ii. All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations / circulars/guidelines issued by SEBI.	Yes
3 Maintenance and disclosures on Website: i. The Company is maintaining a functional website. ii. Timely dissemination of the documents/ information under a separate section on the website. iii. Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which redirects to the relevant document(s)/section of the website.	Yes
4 disqualification of director: None of the Director(s) of the Company are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	Yes
5 details related to subsidiaries of listed entities have been examined wrt: (a) Identification of material subsidiary companies (b) Requirements with respect to disclosure of material as well as other subsidiaries	Not applicable
6 Preservation of documents: The Company is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2O15	Yes
7 Performance Evaluation: The Company has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations.	Yes

 

Sr. No Particulars	Compliance status Yes/No/NA	Observations/ Remarks by the Practicing Company Secretary
8 Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all Related party transactions. or (b) The listed entity has provided detailed reasons along confirmation with whether the transactions were subsequently approved/ratified/rejected by the Audit committee, in case no prior approval has been obtained.	Yes
9 Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed there under.	Yes
10 Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015	Yes
11 Actions taken by SEBI or Stock Exchange(s), if any: No Actions has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued there under.	Yes
12 Additional Non-compliances, if any: No additional non- compliance observed for all SEBI regulation/circular/ guidance note etc	Yes

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18^th October, 2019:

S. No Particulars	Compliance Status (Yes/ No/NA)	Observations/ Remarks by PCS
1.Compliances with the following conditions while appointing/re- appointing an auditor
i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter; or	NA
ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the next quarter; or
iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.
2. Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to the listed entity/ its material subsidiary to the Audit Committee:	NA
a. In case of any concern with the management of the listed entity/ material subsidiary such as non-availability of information / non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings.
b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non-receipt of information / explanation from the company, the auditor has informed the Audit Committee the details of information / explanation sought and not provided by the management, as applicable.
c. The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor.
ii. Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.
3. The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019.	NA

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued there under, except in respect of matters specified below:

S. No Compliance Requirement (Regulations/ circulars/guidelines including specific clause)	Regulation/ Circular No	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary	Management Response	Remarks
NA

(c) The listed entity has taken the following actions to comply with the observations made in previous reports:

S. No. Compliance Requirement (Regulations / circulars /guidelines including specific clause)	Regulation/ Circular No	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observations/ Remarks of the Practicing Company Secretary	Management Response	Remarks
1 SEBI LODR, 2015	Regulation 33	The company has not complied with Regulation 33 of SEBI LODR 2015	BSE	Fine was levied	The company has not complied with Regulation 33 of SEBI LODR 2015	2,77,300	The company has not complied with Regulation 33 of SEBI (LODR) 2015 within the time line	The delay was caused by inability to finish audit in time due to Covid Lockdown hurdles on travel by auditors
2 SEBI LODR, 2015	Regulation 17(2)	Time gap between the board meetings held on 11.02.2021 and 29.07.2021 exceeds 120 days	NA	NA	The company has not complied with Regulation 17(2) of SEBI LODR 2015	NA	There was a time gap of 168 days between board meetings held on 11.02.2021 and 29.07.2021, which is beyond the number of days given in Regulation 17(2) of SEBI (LODR) 2015	NA
3 SEBI LODR, 2015	Regulation 18(2)(a)	Time gap between the audit committee meetings held on 11.02.2021 and 29.07.2021 exceeds 120 days	NA	NA	The company has not complied with Regulation 18(2)(a) of SEBI LODR 2015	NA	Time gap between the audit committee meetings held on 11.02.2021 and 29.07.2021 exceeds 120 days which is beyond the number of days given in Regulation 18(2) (a)of SEBI (LODR) 2015	NA

Place : Coimbatore (Sd.) KALIAPPAGOUNDER MUTHUSAMY Date : 24.05.2023 Company Secretary in Practice ICSI M No: F 5865; CP: 3176

UDIN: F005865E000368073 Peer review Cert No: 1166/2021