binny mills Directors report

To,

The Members of the Company,

Your Directors have pleasure in presenting the Sixteenth Annual Report and the Audited Financial Statements of your Company for the financial year ended 31^st March, 2023.

FINANCIAL SUMMARY [pursuant to Rule 8(5)(i) of the Companies (Accounts) Rules, 2014]

Based on Ind AS compliant Financial Statements

Particulars	31st March 2023	31st March 2022
	(In Rs. lakhs)	(In Rs. lakhs)
Revenue from operations	756.33	769.96
Other income	146.01	93.69
Profit / (loss) before Finance cost, Depreciation and Exceptional item	335.15	314.72
Finance costs	1,365.39	1,345.94
Profit / (loss) before Depreciation and Exceptional item	(1,030.24)	(1,031.22)
Depreciation	1.66	1.11
Profit / (loss) before Tax and Exceptional item	(1,031.90)	(1,032.33)
Exceptional item	-	-
Profit / (loss) after Exceptional item before Tax	(1,031.90)	(1,032.33)
Provision for Tax (including Deferred tax)	55.90	90.95
Profit / (loss) after Tax	(1,087.80)	(1,123.28)
Other comprehensive income (loss)	(0.23)	(0.56)
Total comprehensive income / (loss) for the year	(1,088.03)	(1,123.84)

ECONOMIC SCENARIO:

The global economy is gradually recovering from the powerful blows of the Pandemic COVID-19 and Russia - Ukraine war. The Novel Corona virus has been a great challenge to the nation for past three years and in this year, the nation has almost recovered but not completely. The aftermath effects nemesis are still there. The inflation on the prices of commodities that rose sharply after Russia - Ukraine war have been moderated now. The Sri Lanka Economic Crisis in the year 2022 is an unanticipated event which affected Indias export rate. Irrespective of these crisis and situations, there were factors which contributed to the growth of the economy globally. A detailed discussion in this regard is covered under the Management Discussion and Analysis Report forming part of this report.

OPERATIONS

The members may be aware that pursuant to the Demerger Scheme of Binny Ltd, the Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the Company, with effect from 1^st January 2010, the appointed date as per the Demerger Scheme.

The Company operates in 3 divisions viz., Warehousing, Showrooms and Textiles. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Textiles division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties. Earlier the Company operated in 4 divisions including Agencies. The agencies division was engaged in business of selling tarpaulin, raincoats and bags. Presently the Company does not have agencies division and functions with other 3 divisions mentioned above.

For the year 2022-23, the Rental income from Warehousing division was Rs. 351.22 lakhs as against Rs. 308.62 lakhs in the previous year, an increase by 13.81%. The sales made by the Showrooms division were Rs.110.95 lakhs as against Rs.117.23 lakhs in the previous year, a decrease by 5.35%. The Textiles division made sales of Rs. 292.71 lakhs as against Rs. 342.67 lakhs in the previous year, a decrease by 14.58%.

The aggregate amount of revenue from rent, sales and operating income were Rs. 756.33 lakhs as against Rs. 769.96 lakhs in the previous year.

The warehouse division has made a net profit of Rs. 280.17 lakhs as against Rs. 242.67 lakhs in the previous year, the showrooms division has incurred a net loss of Rs. 18.53 lakhs as against a Net loss of Rs. 9.24 lakhs in the previous year and the textiles division has earned a net loss of Rs. 2.86 lakhs as against a Net profit of Rs. 20.70 lakhs in the previous year.

The Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) had become applicable to the Company from the financial year 2017-18 onwards. Accordingly, the financial statements for the year ended 31^st March 2023 have been prepared and presented after complying with the applicable Ind AS requirements.

PREFERENCE SHARES

The 28,14,18,142 (9%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each aggregating to Rs.140,70,90,710/- were redeemable on or before 12^th May 2020. However the redemption period was extended for a further period of 5 years to be redeemed on or before 12^th May, 2025.

The preference shareholders and the shares held by them are as follows:

Name of the shareholder	Number of shares
TCP Limited	27,60,54,066
Thiruvalluvaar Textiles Private Ltd	52,64,076
Shri V. R. Venkataachalam	32,000
Smt.Radha	32,000
Shri V. Sengutuvan	32,000
Shri V. Rajasekaran	1,000
Shri D. Prasannamoorthy	1,000
Shri S. Varatharajan	1,000
Smt B. Meenakumari	1,000
Total	28,14,18,142

Preference share dividend is payable on the CRPS from the date of original allotment of shares by Binny Limited. The holders of the CRPS have preferential right to dividend over the equity share holders, as and when dividend is declared by the company.

In accordance with the Ind AS requirements, the Paid-up Preference Share Capital on the 9% Cumulative Redeemable Preference Shares of Rs.140,70,90,710/- which was earlier classified as Share Capital has now been reclassified as Borrowings as Financial Liabilities under Non-current liabilities.

Pursuant to this classification, the preference dividend amount of Rs.12,66,38,164/- has been charged to Profit and Loss statement as Finance Cost for the year ended 31^st March 2023 as against the amount of Rs.12,66,38,164/- in the previous year ended 31^st March 2022.

The amount of Preference dividend payable has increased from Rs. 18,856.58 lakhs in the previous year to Rs. 20,122.97 lakhs in the current year.

Since the Company has incurred loss, the company cannot pay dividend this year. Hence, the company is not recommending preference dividend this year.

DIVIDEND ON EQUITY SHARES

The company is not recommending dividend on the equity shares for this year.

COMPANYS PERFORMANCE

Considering the difficult macro-economic conditions and challenging business environment, the Companys performance during the year under review was satisfactory.

FUTURE PLANS

The Company has plans to improve its sales performance in the Textile Division by focusing on whole sale customers while retaining the existing retail customers. The Company has plans to procure bulk orders for its Textile division in order to improve the sales and profit. The Company has plans to attract new customers for its retail textile sale. The Company also have plans to develop and make use of the Warehouse space to attract clients and derive the maximum benefit and income.

ECONOMIC AND BUSINESS ENVIRONMENT Impact and recovery from the Pandemic:

During the FY 22-23, the Indian economy have progressed on after its encounter with the Novel Corona virus which was declared as Pandemic by the World Health Organization (WHO) in 2020. It is notable that India have recovered ahead of many nations in the World. However, the impact left by the Virus is unimaginable. One of the main reason for the recovery is the vaccination drive conducted by the Government. As on January 2023, India has been able to administer more than 220 crore COVID vaccine doses across the country. The financial year 2022-23 has opened a firm belief that the Indian economy is ready to grow at a fast pace and quickly ascend to the pre-pandemic growth path.

The various tackling measures and relaxations provided by the Government of India, the Reserve Bank of India and other regulators have ensured that there was enough liquidity in the hands of market participants during the last 3 years of Pandemic.

Impact of Russia - Ukraine war:

As been aware of Russias invasion of Ukraine, heavy losses have been suffered on both sides. One of the biggest and most common impacts of the war in Ukraine on the Indian Economy was the struggle to contain domestic prices of key commodities. The inflation on the retail stood to 7.79% high which remained above the Reserve Bank of Indias (RBI) tolerance band which is 2% to 6%. Further the inflation increased again on January 2023 to 6.52% after staying within 6% for 3 months. This increased the crude oil prices drastically. Other major impacts were sudden increase in repo rates, volatility in stock market, decrease in exports and decrease in Rupee value. There were other impacts too which affect the whole economy. However, visible recovery was also seen in the economy.

The Organization for Economy Co-operation and Development (OECD) and the Government of Ukraine launched a four-year Country Programme to support Ukraines agenda for reform, recovery and reconstruction. This provided vital support for Ukraine during the war and also ensured the best use of reconstruction aid to promote economic development and the welfare of citizens.

G20 Summit:

The Group of Twenty (G20) is the combination of 19 Countries along with the European Union which was established in 1999 as a platform for Finance Ministers and Central Bank Governors to discuss international economic and financial issues. G20 plays a critical role in steering the global economy through the significant challenges it faces.

On 1^st December, 2022 for the first time, India took over the holding of G20 presidency and will continue to hold till 30^th November, 2023. The main aim of India is to achieve the inclusive development, higher economic growth, accelerating exports for core industries, moving up the global value chain, and expanding green sectors to meet climate action targets.India has used the G20 to promote its economic interests, such as securing market access for its goods and services.

OUTLOOK AND OPPORTUNITIES

After the overcome of pandemic, the financial stability is getting normalized. As the health and economic shocks of the pandemic and the Russia - Ukraine war which led to the spike in commodity prices in 2022, the Indian economy is thus well placed to grow at its potential in the coming decade. This is the primary reason for expecting Indias growth outlook to be better than it was in the pre-pandemic years.

The Sri Lanka crisis have impacted our country in both ways. It had an impact on our export rate being declined compared to previous years rate. There was a steep fall on the rate of export made to Sri Lanka. On the other side, various countries have approached India for export of certain commodities which they buy from Sri Lanka. Thus there was an increase in sales. However the Government strike to balance the rapport between India and Sri Lanka.

India is already the fastest-growing economy in the world. The Country is becoming the worlds fastest- growing startup ecosystem with 100+ Unicorn Startups as of 2022 and its the third largest start-up ecosystem in the world. It has been forecasted by the Government that India will see a 10 times increase in its unicorn count, in the next 2-3 years.

The business transaction and trade related activities was made easier after the introduction of Digitalization in India. The Government took many initiatives and introduced news schemes under digitalization. Digital identity Aadhar, linked the bank accounts of the persons with PM-Jan DhanYojana. By this, the country has witnessed significant progress and massive expansion in access to bank accounts. The digitalization paved the way for Indias business growth in the international markets.

BOARD OF DIRECTORS

Directors retirement by rotation:

Shri V. Sengutuvan, non-executive and non-independent Director, (DIN: 00053629), retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

Director appointment made during the year:

Shri N. Prasanna (DIN: 01684876) was appointed as the Additional Director of the Company (non-executive and non-independent) at the Board Meeting held on 13^th August 2022. Further his appointment as the Director of the Company was regularized at the 15^th the Annual General Meeting held on 30^th September, 2022.

Directors resignation made during the year:

Shri S. Natarajan, Director (DIN: 00155988) tendered his resignation from the Board of Directors of the Company with effect from 3^rd October, 2022 and Shri V. Rajasekaran, Managing Director (DIN: 00037006) tendered his resignation from the Board of Directors of the Company with effect from 4^th November, 2022.

The Board appreciate the valuable contributions made by them to the growth of the Company. Independent Directors meeting:

The independent directors met on 14^th February, 2023 without the presence of other directors or members of Management. All the independent directors were present at the meeting. In the meeting, the independent directors reviewed performance of non-independent directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the copy of Annual Return in prescribed form MGT-7 shall be placed on the Companys website at the link https://www.bmlindia.com/ upon filing the same with the Registrar of Companies (ROC).

Further in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as referred to in sub-section (3) of section 92 of the Companies Act 2013 shall be provided on the website of the Company at the web address www.bmlindia.com.

Number of meetings of the Board:

There were four Board meetings held during the year. The details of the Board meetings and the Committee meetings are given in the Report on Corporate Governance which forms part of the Annual Report.

Directors Responsibility Statement:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the Annual Accounts, for the year ended 31^st March 2023, the applicable Accounting Standards had been followed along with proper explanation for material departures, if any;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31^st March 2023 and of the loss of the Company for that period;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) That the annual accounts for the year ended 31^st March 2023 had been prepared on a going concern basis.

v) Internal financial controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and;

vi) Proper systems to ensure compliance with the provisions of all applicable laws had been devised and that such systems were adequate and operating effectively.

Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel.

Companys policy on Directors appointment and remuneration:

In accordance with section 178(4) of the Companies Act, 2013 and pursuant to Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (henceforth referred to as the Listing regulations), the Nomination and Remuneration Committee has put in place the policy on diversity of Board of directors for appointment of directors taking into consideration the qualification and wide experience of the directors in the fields of textiles trading, banking, finance, administration and legal apart from compliance of legal requirements of the Company. The policy on diversity of Board of directors is annexed to the Directors Report as Annexure I.

The Nomination and Remuneration Committee has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination and Remuneration Policy. It has also laid down, in the Nomination and Remuneration Policy, the evaluation criteria for performance evaluation of the directors including independent directors. The Nomination and Remuneration Policy is annexed to the Directors Report as Annexure II pursuant to section 178(4) of the Companies Act, 2013.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the Auditors Report and in the Secretarial Audit Report:

The Auditors Report to the Shareholders for the year under review have drawn attention to certain matters which are elaborated in the notes to the financial results. Apart from this, the Audit Report does not contain any other qualification, reservation, or adverse remark or disclaimer. The Secretarial Audit Report, given by a Company Secretary in practice, states that the Company is advised to appoint adequate number of Independent Director(s) and a Chief Financial Officer. The Company is taking all effective steps to appoint both the Independent Directors and Chief Financial Officer.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

The shareholders at their Extra-ordinary General Meeting held on 17^th May 2022, by passing a special resolution, approved an unsecured loan to an extent of Rs. 5,00,00,000/- (Rupees Five Crores Only) to grant to TCP Limited in one or more tranches, at the interest rate of 10% for a term of 3 years and with such other terms and conditions as agreed between the Company and TCP Limited. Further, the shareholders, at their 15^th Annual General Meeting held on 30^th September 2022, by passing a special resolution in super session of the resolution passed at the Extra-ordinary General Meeting held on 17^th May 2022, approved the further increase of the unsecured loan amount to Rs. 10,00,00,000/- (Rupees Ten Crores Only) upon the same terms and conditions as agreed between the Company and TCP Limited. These resolutions were in approval with the Board of Directors and Audit Committee.

Apart from the above, there are no other loans made, guarantees given or security provided or securities of any other body corporate acquired, during the year, under section 186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties:

The Related Party Transactions (RPTs) entered into by the Company are given in the Notes on Accounts attached to the Financial Statements forming part of this Annual Report.

During the FY 22-23, the Company entered into an agreement with TCP Limited, being the borrower, a related party according to Regulation 2(1) (zb) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to grant an unsecured loan. The shareholders at their Extra-ordinary General Meeting (EGM) held on 17^th May 2022, by passing a special resolution, approved an unsecured loan to an extent of Rs. 5,00,00,000/- (Rupees Five Crores Only) to grant to TCP Limited upon such terms and conditions as agreed between the Company and TCP Limited.

Further, the shareholders, at their 15^th Annual General Meeting held on 30^th September 2022, by passing a special resolution in super session of the resolution passed at the EGM held on 17^th May 2022, approved the further increase of the unsecured loan amount to Rs. 10,00,00,000/- (Rupees Ten Crores Only) upon the same terms and conditions as agreed between the Company and TCP Limited. These resolutions were in approval with the Board of Directors and Audit Committee. According to Regulation 23 of SEBI LODR Regulations, 2015, the transaction is considered as material transaction. However this transaction will not attract the provisions of section 188(1) of the Companies Act, 2013. These transactions were entered into in the ordinary course of business and on an arms length basis and were in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.

There are no contracts or arrangements with Related Parties referred to in section 188(1) of the Companies Act, 2013.

Apart from above, there are no other materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any pecuniary relationships or transactions with the Company except for the payment of sitting fees. There are no particulars of RPTs to be disclosed in Form AOC-2.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website www.bmlindia.com.

The state of the Companys affairs:

The state of the Companys affairs is explained in the paragraph operations in the Directors Report.

The amount, if any, carried to reserves:

The Company has not transferred any amount to reserves.

The amount, if any, which it recommends, should be paid by way of dividend:

The Board is not recommending payment of any dividend for this year.

Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of report:

There are no material changes and commitments affecting the financial position of the Company, that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report viz., for the period from 31^st March 2023 to 11^th August 2023.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

(A) Conservation of energy:	Not Applicable.
(B) Technology absorption:	Not Applicable.
(C) Foreign exchange earnings and Outgo:	NIL

Risk Management Policy:

The Company has framed a Risk Management Policy to identify, communicate and manage material risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis Report annexed to the Directors Report.

The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year:

The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company for the financial year under purview. Hence, the Company is not required to constitute the Corporate Social Responsibility Committee and form Corporate Social Responsibility Policy during the year under purview. However, pursuant to good corporate governance practice, your company demands adherence of social responsibility coupled with creation of value in the larger interest of the society. Your company and its dedicated employees continue to contribute towards several worthwhile causes. Your company aims to enhance the quality of life of the community in general and has a strong sense of social responsibility. Your Company and its employees have participated in welfare activities of the community.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

The financial summary or highlights:

The financial summary is given in the Paragraph Financial summary in the Directors Report.

The change in the nature of business, if any:

There is no change in the nature of business during the year under review.

The details of directors or key managerial personnel who were appointed or have resigned during the year:

Shri N. Prasanna (DIN: 01684876) was appointed as the Additional director (non-executive and nonindependent) of the Company at the Board Meeting held on 13^th August 2022. His appointment as the Director of the Company was regularized at the 15^th Annual General Meeting held on 30^th September, 2022.

Shri S. Natarajan, Director (DIN: 00155988) tendered his resignation from the Board with effect from 3^rd October, 2022 and Shri V. Rajasekaran, Managing Director (DIN: 00037006) tendered his resignation from the Board with effect from 4^th November, 2022.

There were no other directors or key managerial personnel who were appointed or have resigned during the year.

The names of Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year:

There are no Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013 and details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

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:

A case was filed by M/s. Sheetala Credit Holding Pvt Ltd & 5 Others (Petitioners) on M/s. Binny Mills Ltd & Others (Respondents) before the National Company Law Tribunal (NCLT) Special Bench (Court-I), Chennai, under Sections 213, 241, 242 and 244 of the Companies Act, 2013 on 8^th August, 2023. Physical hearing took place on 9^th August 2023. The NCLT vide its order dated 10^th August 2023, deferred the agenda nos. 5, 6 and 7, which was proposed to be passed in the Board meeting scheduled on 11^th August, 2023. As per the NCLT order the Board in its Meeting held on 11^th August, 2023 has deferred the agenda nos. 5, 6 and 7. Further hearing of this matter is scheduled to be held on 27^th September, 2023 at the NCLT, Chennai. The agenda 5, 6 and 7 is reproduced below:

5. Consideration and approval for the appointment of Shri T. Bhasker Raj (DIN: 02724086) as Additional Director (Executive) of the Company pursuant to Section 161 of the Companies Act, 2013.

6. Consideration and approval for change in designation of Shri T. Bhasker Raj (DIN: 02724086) from Additional Director to Managing Director of the Company pursuant to Section 196 of the Companies Act, 2013.

7. Consideration and approval for the appointment of Shri Saravanan Chandrasekaran (DIN: 01038557) as Additional Director (Non-executive and Independent) of the Company pursuant to Section 149 of the Companies Act, 2013.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Companys well defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. The internal financial control is supplemented by regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare the financial statements and other data. The Audit Committee reviews the internal financial controls and also monitors the implemented suggestions.

Disclosure as to whether maintenance of cost records is required by the Company and whether such accounts and records are made and maintained

The Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Disclosure under section 22 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure as to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has a policy for prevention of sexual harassment of women at the workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year	Ni
b) Number of complaints received during the year	Ni
c) Number of complaints disposed of during the year	Ni
d) Number of cases pending at the end of the year	Ni

Other Disclosures:

1. No equity shares were issued with differential rights as to dividend, voting or otherwise.

2. No equity shares (including sweat equity shares) were issued to the employees of the Company under any Scheme.

3. The Company has not resorted to any buy-back of its equity shares during the year.

4. There was no fraud reported by the Auditors of the Company to the Audit Committee under section 143(2) of the Companies Act, 2013.

5. Composition of Audit Committee: (pursuant to section 177(8) of the Companies Act, 2013): The Audit Committee comprised of the following directors namely, Shri S. Varatharajan, Chairman, Shri M. Parthasarathi and Shri N. Jaiganesh. There was no change in the composition of the Audit Committee.

6. The disclosures on the composition of committees constituted by the Board under the Companies Act, 2013 and the Listing Regulations, as well as changes in their composition, if any, during the year is given in the Report on Corporate Governance attached to the Directors Report.

DISCLOSURES BY A LISTED COMPANY UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year:

Since no director of the Company is in receipt of remuneration from the Company there are no particulars to be furnished.

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There is no increase in the remuneration to the aforesaid personnel in the financial year 2022-23.

The percentage increase in the median remuneration of employees in the financial year:

There were no increase in the median remuneration of employees in the financial year 2022-23.

The number of permanent employees on the roles of the Company:

There are 9 permanent employees on the roles of the Company as at 31^st March 2023.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year viz., 2022-23 and its comparison with the percentile increase in the managerial remuneration:

There is no managerial remuneration paid during the financial year 2022-23. There was no increase in the salaries of employees during the financial year 2022-23.

Affirmation that the remuneration is as per the remuneration policy of the company:

The Company confirms that all the remuneration paid to the employee is as per the Remuneration Policy of the Company.

The key parameters for any variable component of remuneration availed by the directors:

The directors were not paid any remuneration during the financial year 2022-23.

Compliance with the applicable Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

STATEMENT OF EMPLOYEES PARTICULARS

The particulars required to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is as follows:

During the year, there are no employees drawing remuneration of Rs.1 crore and 2 lakhs or more per annum in the aggregate, if employed throughout the financial year, or Rs. 8.50 lakhs or more per month, in the aggregate, if employed for a part of the financial year or was in receipt of remuneration which, neither in the aggregate nor at a rate, which in the aggregate, is in excess of that drawn by the Managing Director or holding, either by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

There are no employees who are posted and working in a country outside India, not being directors, or their relatives, drawing more than Rs. 60 lakhs per year or Rs. 5 lakhs per month, as the case may be.

AUDITORS

M/s. Ramesh & Ramachandran, Chartered Accountants, Chennai (Firm Registration No. 002981S) the Statutory Auditors of the Company, were appointed as the Auditors at the Fifteenth Annual General Meeting of the Company held on 30^th September, 2022 for a period of five years and they shall hold office till the conclusion of the 20^th Annual General Meeting to be held in the year 2027.

The Companies (Amendment) Act, 2017, has amended section 139 of the Companies Act, 2013 by omitting the first proviso to section 139 (1) which provided for ratification of appointment of auditor by the members at every Annual General Meeting. The amendment has been notified to have come into effect from 7^th May 2018. Due to this, there is no need for ratification by the members the appointment of auditors at every Annual General Meeting till the completion of the five year term.

SECRETARIAL AUDIT

The Board has appointed Shri K. Elangovan, Company Secretary in Practice, Chennai, (Certificate of Practice No.: 3552 and Membership No: FCS 1808) to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2022-23. The Secretarial Audit Report is annexed to this report as Annexure III.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing regulations, the Company has formulated and established a Whistle Blower Policy / Vigil Mechanism for providing a mechanism under which an employee and director of the Company may report their genuine concerns or grievances about violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of Companys code of conduct or ethics policy.

The Vigil Mechanism provides for adequate safeguards against victimization of directors / employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. It also ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism is uploaded on the Companys website www.bmlindia.com.

ANNEXURES TO THE DIRECTORS REPORT

1. The Policy on Board Diversity - Annexure I

2. The Nomination and Remuneration Policy - Annexure II

3. Secretarial Audit Report - Annexure III; and

4. Auditors Certificate on Corporate Governance Compliance - Annexure IV ATTACHMENTS TO THE DIRECTORS REPORT

The Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to regulation 34 (2) (e) and Schedule V of the listing regulations, is given as a separate Report and this report is part of the Directors Report.

The Report on Corporate Governance

The Report on Corporate Governance, pursuant to regulation 34(3) and Schedule V of the listing regulations, together with Auditors Certificate on Corporate Governance, the certificate duly signed by the Chairman & Director of the Company for the year ended 31^st March 2023 as submitted to the Board of Directors at their meeting held on 11^th August, 2023 and the declaration by the Chairman & Director of the Company regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct is included as a separate section in the Annual Report and this Report is part of the Directors Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation and support extended by all concerned persons and authorities for the smooth and efficient functioning of the Company.

	For and on behalf of the Board
	V.R. Venkataachalam Chairman & Director
	[DIN: 00037524]
	Registered Office:
	No.4, (Old No.10) Karpagambal Nagar,
	Mylapore, Chennai 600 004.
Date : 11th August, 2023	CIN: L17120TN2007PLC065807
Place : Chennai	E-mail: binnymills@bmlindia.com