coromandel agro products and oils ltd share price Directors report

FOR THE YEAR ENDED MARCH 31, 2023

Dear Shareholders,

Your Directors have pleasure in presenting the 47^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2023.

FINANCIAL PERFORMANCE:

Summary of Financial performance of the Company for the Financial Year 2022-23 is depicted below:

STANDALONE (Rs.)

	IND AS
Statement Of Profit & Loss Account	2022-23	2021-22	2020-21
Sales (other than GST)	1,28,60,55,437	2,11,93,39,683	1,18,35,00,876
Other Income	23,43,536	53,05,390	9,28,250
Interest	28,03,146	21,20,136	96,37,835
Profit /(Loss) Before Taxation	(2,28,65,594)	9,72,80,994	7,89,90,535
Profit /(Loss) After Taxation	(1,96,04,298)	6,81,53,193	7,29,50,902
Earnings Per Share of Rs.10/-	-	86.27	92.34
Dividend Per Share of Rs.10/-	-	2.50	2.00

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK:

Your Directors Report that the performance during the period under review adversely affected due to two main issues.

1. The availability of Cotton Seed became very difficult at the rates viable vis-?-vis the prevailing market prices of final product. This was due to fall in raw cotton prices compared to earlier which were hovering around Rs.11,000 to 12,000 but came down to Rs.7,000 to Rs.7,500 per quintal during the current season. As such many cotton growers were holding their produce hoping for better prices and this has created scarcity of Cotton Seed in local markets.

2. There was sudden steep fall in the prices of oil and other by-products which resulted in losses. This phenomenon was due to fall in international oil prices on account of excess supply in global markets.

The Company could not process optimal quantity during the year in order to cover the overheads and losses on fall in the prices of finished products. The company could process 35,121 MT only as against 54,949 MT in the previous year. Further the company is carrying huge volume of Cotton Linters accumulated during the last two years and Linters can be marketed only to Chinese buyers who are reluctant to buy due to closure of paper units on account of COVID problems.

The Company achieved a sale turnover of Rs.12,860.55 Lakhs as against Rs.21,193.40 Lakhs in the previous year and incurred a net loss of Rs.228.66 Lakhs as against net profit of Rs.972.82 Lakhs.

The Power project in Tamil Nadu has been sold due to poor performance of the turbine and Gujarat wind project also did not do well during the year due to changed Wind Patterns and also increased its maintenance costs. Wind Turbine Generators could generate Rs.33.47 lakhs as against Rs. 66.15 lakhs in previous year.

FUTURE OUTLOOK

The Company is planning to extend its areas of raw material procurement to Telangana and Tamil Nadu in the forthcoming season and proposed to utilize its production capacities to maximum extent. Government of India is also proposing to levy import duty on oil imports so as to encourage the domestic farmers to improve the oil seeds cultivation and to augment edible oil production to cater to the huge demand in domestic market. However, your Directors are hopeful of improving the performance by using its existing processing capacities of the Company and target to achieve better results in coming years.

EXPORT AND FOREIGN EXCHANGE EARNINGS:

Your Directors wish to inform that the Company has exported 202.730 M.T. of Cotton Linters worth Rs. 47.99 lakhs during the year under review as against 1773.830 M.T. of Cotton Linters Rs. 610.90 lakhs in the previous year.

ANNUAL RETURN: •Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at www.capol.in.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as required under regulation 34 of the SEBI (LODR) Regulations 2015, forms part of the Annual Report as ANNEXURE NO : V at Page No.36

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

NAMES OF THE PERSONS WHO HAVE BEEN APPOINTED / CEASED TO BE DIRECTORS AND/OR KEY MANAGERIAL PERSONNEL OF THE COMPANY:

i) DURING THE YEAR:-

i. During the year Mr. Maddi Venkateswara Rao (DIN- 00013393), reappointed under retire by rotation under Article 122 of the Articles of Association of the Company in the 46th AGM of the company.

ii. During the year Mr. Maddi Ramesh (DIN- 00013394), reappointed under retire by rotation under Article 122 of the Articles of Association of the Company in the 46th AGM of the company.

iii. During the year Mr. Maddi Laishmaih Director of the company has been ceased as a Director of the company due to his Demise on 24.08.2022

iv. During the year Mrs. K.Ramya resigned as a Company Secretary and compliance officer of the company w.e.f. October 21, 2022.

v. During the year Ms. Radha Rani Singhal has been appointed as a Company Secretary and compliance officer of the company w.e.f. October 21, 2022.

ii) AFTER THE END OF THE FINANCIAL YEAR AND UP TO THE DATE OF THE REPORT:- NiL DIRECTORS LIABLE TO RETIRE BY ROTATION IN ENSUING ANNUAL GENERAL MEETING:

1. Mr. Mr. Maddi Venkateswara Rao (DIN- 00013393), retire by rotation under Article 122 of the Articles of Association of the Company and being eligible, offer himself for reappointment as Director. The Board recommends his reappointment.

2. Mr. Maddi Ramesh (DIN- 00013394), retire by rotation under Article 122 of the Articles of Association of the Company and being eligible, offer himself for reappointment as Director. The Board recommends his reappointment.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was based on the Guidance Note issued by SEBI. •ln a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed. Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

Sl. No Particulars
i. Observations of board evaluation carried out for the year :	NONE
ii. Previous years observations and actions taken :	NONE
iii. Proposed actions based on current year observations :	NONE

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

In terms with Section 149 (7) of the Companies Act, 2013, all the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

SEPARATE MEETING OF INDEPENDENT DIRECTORS :

During the year under review, one meeting of Independent Directors was held on 11.02.2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013. Three independent directors viz., Mr. V.V.S.Ravi, Mrs. R Lakshmi Sarada and Mr. Lakkaraju Shyam Prasad, have attended to the meeting held by them on 11.02.2023. The Independent Directors at their meeting, inter alia, reviewed the Performance of Non-Independent Directors and Board as a whole performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

NUMBER OF BOARD MEETINGS :

During the Financial Year 2022-23, Four (4) Meetings of the Board of Directors of the Company were held as prescribed under the Act.

Board Meetings

S. No.	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1.	27.05.2022	07	6
2.	12.08.2022	07	4
3.	21.10.2022	06	6
4.	13.02.2023	06	4

A. Attendance of Directors

S. Name of the Director No.	Number of Meetings which were entitled to attend	Number of Meetings Attended
1. Mr. Maddi Lakshmaiah	4	1
2. Mr. Meadem Sekhar	4	4
3. Mr. Maddi Venkateswara Rao	4	4
4. Mr. Maddi Ramesh	4	4
5. Mr. Vadlamani Venkata Subramanya Ravi	4	1
6. Mrs. Rallabandi Lakshmi Sarada	4	3
7. Mr. Lakkaraju Shyam Prasad	4	3

GENERAL MEETINGS: •During the Financial Year 2022-23, 46^th Annual General Meeting of the Company was held on 19.09.2022. Except the 46^th Annual General Meeting, no other meeting of the members was held in financial year 2022-23.

			Attendance
Type of Meeting	Date of Meeting	Total No. of members entitled to attend	No. of members attended	% of total shareholding
Annual General Meeting	19.09.2022	114	15	68.97

DIRECTORS RESPONSIBILITY STATEMENT : •In conformity with the provisions under Section 134 (3) (c) which is introduced by the Companies Act, 2013 your directors confirm that:-

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected sound 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 March 31, 2023 and of the profit of the Company for the year ended on that date;

c) 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;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) 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;

f) 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.

AUDIT COMMITTEE :

(a) BRIEF DESCRIPTION OF TERMS OF REFERENCE :

The Terms of Reference of this committee cover the matters specified for Audit Committee under Section 177 of the Companies Act, 2013, and as follows:

a. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. b. Recommending the appointment and removal of external auditor, fixation of audit fee and approval for payment for any other services. c. Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditors Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

- Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large.

d. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

f. Discussion with internal auditors of any significant findings and follow up there on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. h. Discussion with external auditors, before the audit commences, the nature and scope of audit as well as have post audit discussion to ascertain any area of concern.

i. Reviewing the Companys financial and risk management policies.

j. Other matters as assigned/specified by the Board from time to time.

k. The scope of the Audit Committee also includes matters which are set out in SEBI (LODR) •Regulations 2015 and the rules made there under, as amended from time to time.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

As on 31^st March, 2023, The Audit Committee comprises of Three Independent cum Non-Executive Directors. The committee comprises as follows:

Directors	Chairman/ Member	Category
Mr. Vadlamani Venkata Subramanya Ravi	Chairman	I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada	Member	I & N.E.D
Mr. Lakkaraju Shyama Prasad	Member	I & N.E.D

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its meetings were held four times during the year ended March 31, 2023.

Audit Committee Meetings

S. No	Date of meeting	Total Number of Directors as on the date of meeting	Number of Directors attended
1.	26.05.2022	03	2
2.	11.08.2022	03	2
3.	20.10.2022	03	2
4.	11.02.2023	03	3

Attendance of Audit Committee Members

S. No	Name of the Director	No of Meetings which were entitled to attend	No. of Meetings Attended
1.	Mr. Vadlamani Venkata Subramanya Ravi	04	3
2.	Mrs. Rallabhandi Lakshmi Sarada	04	3
3.	Mr. Lakkaraju Shyama Prasad	04	4

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2023, the Board consists of seven members, three of whom are independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013, adopted by the Board is recommended by the Nomination and Remuneration Committee. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

NOMINATION AND REMUNERATION COMMITTEE :

(a) TERMS OF REFERENCE :

The Company had constituted the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. The scope of the Committee also includes matters which are set out in SEBI (LODR) Regulations, 2015 and the rules made there under, as amended from time to time. The broad terms of reference are to determine and recommend to Board, appraisal of the performance of the Managing Directors/Whole-time Directors and to determine and advise the Board for the payment of annual commission/compensation to the Non-Executive Director and to recommend to the Board appointment/reappointment and removal of Directors. To frame criteria for determining qualifications, positive attributes and Independence of Directors and to create an evaluation framework for Independent Directors and the Board.

(b) COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR :

The Nomination and Remuneration Committee comprises of total three Non-Executive Directors cum Independent Directors and it meets twice in a year. The committee comprises as follows:

Directors	Chairman/ Member	Category
Mr. Vadlamani Venkata Subramanya Ravi	Chairman	I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada	Member	I & N.E.D
Mr. Lakkaraju Shyama Prasad	Member	I & N.E.D

The Committee held two meetings during the year ended March 31, 2023. •Nomination and Remuneration Committee meetings

S. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1.	11-08-2022	03	2
2.	20-10-2022	03	3

Attendance of Nomination and Remuneration Committee meetings

S. Name of the Director No	No of Meetings which were entitled to attend	No. of Meetings Attended
1. Mr. Vadlamani Venkata Subramanya Ravi	02	2
2. Mrs. Rallabhandi Lakshmi Sarada	02	1
3. Mr. Lakkaraju Shyama Prasad	02	2

The Independent Directors Committee comprises of total three Non-Executive Directors cum Independent Directors and it meets once in a year. The committee comprises as follows:

Directors	Chairman/ Member	Category
Mr. Vadlamani Venkata Subramanya Ravi	Chairman	I & N.E.D
Mrs. Rallabhandi Lakshmi Sarada	Member	I & N.E.D
Mr. Lakkaraju Shyama Prasad	Member	I & N.E.D

The Committee held one meeting during the year ended March 31, 2023.

Independent Directors Committee meeting

S. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1	11.02.2023	03	3

Attendance of Nomination and Remuneration Committee meetings

S. No Name of the Director	No of Meetings which were entitled to attend	No. of Meetings Attended
1. Mr. Vadlamani Venkata Subramanya Ravi	01	1
2. Mrs. Rallabhandi Lakshmi Sarada	01	1
3. Mr. Lakkaraju Shyama Prasad	01	1

(c) SELECTION AND EVALUATION OF DIRECTORS : The Board has based on recommendations of the Nomination and Remuneration Committee, laid down following policies: 1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directors Evaluation

(d) PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :

Based on the criteria laid down in the Policy for evaluation of Board and Independent Directors, the Board carried out the annual performance evaluation of Board Committees and the Independent Directors, whereas at a separate meeting, Independent Directors evaluated the performance of Executive Directors, Board as a whole and of the Chairman. Nomination and Remuneration Committee also evaluated individual directors performance.

i) As per the said Policy, evaluation criteria for evaluation Board inter alia covers: Composition in light of business complexities and statutory requirements; establishment of vision, mission, objectives and values for the Company; laying down strategic road map for the Company & annual plans; growth attained by the Company; providing leadership and directions to the Company and employees; effectiveness in ensuring statutory compliances and discharging its duties / responsibilities towards all stakeholders; Identification, monitoring & mitigation of significant corporate risks; composition of various committees, laying down terms of reference and reviewing committees working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: level of skill, knowledge and core competence; performance and achievement vis-?-vis budget and operating plans; effectiveness towards ensuring statutory compliances; discharging duties/responsibilities towards all stakeholders; reviewing/monitoring Executive management performance, adherence to ethical standards of integrity & probity; employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity & constructivity while exercising duties; providing independent judgment on strategy, performance, risk management and Boards deliberations; devotion of sufficient time for informed decision making; exercising duties in bona fide manner; safeguarding interests of all stakeholders, particularly minority shareholders; upholding ethical standards of integrity & probity; updating knowledge of the Company & its external environment etc.,

iv) Committees of the Board are evaluated for their performance based on: effectiveness in discharging duties and functions conferred; setting up and implementation of various policies, procedures and plans, effective use of Committees powers as per terms of reference, periodicity of meetings, attendance and participation of committee members; providing strategic guidance to the Board on various matters coming under committees purview etc.,

(e) REMUNERATION POLICY FOR DIRECTORS : The Committee has formulated Policy for Remuneration of Directors, Key Management Personnel and other employees. As per the Policy, remuneration to Non-executive Independent Directors include: a. Sitting Fees for attending meetings of the Board as well as Committees of the Board as decided by the Board within the limits prescribed under the Companies Act. b. Travelling and other expenses they incur for attending to the Companys affairs, including attending Committee and Board Meetings of the Company.

•REMUNERATION TO EXECUTIVE DIRECTORS :

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing Director and Whole Time Director is governed by the recommendation of the Remuneration and Nomination Committee, resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of Whole Time Director, comprises of salary, perquisites, allowances and other retirement benefits as approved by the shareholders at the General Meetings of the Company.

• REMUNERATION TO NON-EXECUTIVE DIRECTORS : The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non- Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

CORPORATE SOCIAL RESPONSIBILITY (CSR) : The provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company with effect from the financial year 2021-22 since the profit of the company has crossed the thresh hold limit of Rs.5.00 Crores in the financial year 2020-21. •CAPOL CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website www.capol.in During the year the Corporate Social Responsibility committee of the Board have constituted as per the provisions of the Companies Act,2013

CSR COMMITTEE COMPOSITION, MEETINGS AND ATTENDANCE DURING THE YEAR : The Corporate Social Responsible Committee (CSR) comprises of total three Non-Executive Directors cum Independent Directors and it meets twice in a year. The committee comprises as follows:

Directors	Chairman/ Member	Category
Mr. Maddi Venkateswara Rao	Chairman	N.E.D
Mrs. Rallabhandi Lakshmi Sarada	Member	I & N.E.D
Mr. Vadlamani Venkata Subramanya Ravi	Member	I & N.E.D

The Committee held two meetings during the year ended March 31, 2023.

CSR Committee meetings

S. No	Date of meeting	Total Number of directors as on the date of meeting	Number of directors attended
1.	21-10-2022	3	3
2.	13-02-2023	3	2

Attendance of CSR Committee meetings

S. No Name of the Director	No of Meetings which were entitled to attend	No. of Meetings Attended
1. Mr. Maddi Venkateswara Rao	02	2
2. Mrs. Rallabhandi Lakshmi Sarada	02	1
3. Mr. Vadlamani Venkata Subramanya Ravi	02	2

REPORT ON CORPORATE GOVERNANCE :

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with auditors certificate thereon shall not be mandatory for the Company.

VIGIL MECHANISM : The Company has set up vigil mechanism to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The Whistle Blower Policy/ vigil mechanism (as amended) has been posted on the Website of the Company i.e., www.capol.in

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

There were no Loans, Guarantees, Investments and securities given/made/provided by the Company during the Year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions that were entered during the financial year were on at arms length basis and were in the ordinary course of business. There are no related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required and the Details of Transactions with the related parties were mentioned in the Notes forming part of the Accounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

AMOUNTS TRANSFERRED TO RESERVES :

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review

DIVIDEND : The Board has not recommended any Dividend for the financial year 2022-23

CHANGES IN SHARE CAPITAL :

During the current year, there has been no change occurred in the capital Structure of the company.

AUDITORS :

i. STATUTORY AUDITORS :

M/s. Nataraja Iyer & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 19-09-2022, for second term of five consecutive years. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the annual report.

ii. SECRETARIAL AUDITORS :

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has engaged services of M/s. K. Srinivasa Rao & Co, Company Secretaries in Practice, Guntur to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The detailed reports on the Secretarial Standards and Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company except the Late submission of related party transaction disclosures for the half year ended 30.09.2022 under regulation 23(9) to the stock exchange in XBRL mode. Board Replies on qualification. The Company has submitted in pdf mode within the time and Submitted in XBRL mode with a delay of 11 days due to technical issues.

iii. COST AUDITORS :

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada to conduct Cost Audit relating of the Company for the year ending 31st March, 2023. The Company has received their written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder Members are requested to consider the ratification of the remuneration payable to M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada as has been set out in the Notice of the 47^th AGM of the Company.

MAINTENANCE OF COST RECORDS :

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

COST AUDIT :

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, Cost Audit is Applicable to the company for the financial year 2022-23. M/s. Jithendra Kumar & Co, Cost Accountants (Firm Registration No. 103347), Vijayawada has carried cost audit of the company for the financial year 2022-23.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT :

The Cost Auditors report for the year ended 31.03.2023 does not make any qualification, reservation or adverse remark or disclaimer in their report.

REPORTING OF FRAUDS BY AUDITORS :

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THE REPORT :

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year 31.03.2022 to which the financial statements relate and the date of this Report.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 is given herein and forms part of the Boards Report (Annexure II).

PARTICULARS OF EMPLOYEES : The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report in Annexure -IV. There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCE :

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in-house training programs to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

RISK MANAGEMENT :

During the year, According to the Section 134 (3) (n) of the Act, the company had laid down a policy for management of risk. The risk management framework defines the risk management approach of the Company and also includes the periodical review of such risks. The board periodically discusses the significant business risks identified by the management and the mitigation measures to address such risks.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Internal Control System of the Company has been designed to provide for: Accurate recording of transactions with internal checks and prompt reporting. Adherence to applicable Accounting Standards and Policies. Compliance with applicable statutes, policies and management policies and procedures. Effective use of resources and safeguarding of assets. The Company has appointed Mr. P.L. Ranganadh and Mr. V.H. Guptha, as Internal Auditors of the Company. The Audit Committee in consultation with the Internal Auditors formulates the Scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carryout audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. The internal auditors have expressed that the internal control system in the Company is effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Your directors confirm that the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. Your directors confirmed that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year Company has not received any complaint of harassment.

UNSECURED LOANS RECEIVED FROM DIRECTORS DURING THE YEAR 2022-23 :

During the year 2022-23, the Company not received any loan from any Director.

S.No	Name of the Director	Amount Received during the year
1.	NIL	Nil

PUBLIC DEPOSITS :

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

REGISTRARS AND SHARE TRANSFER AGENTS: Registrar and Share Transfer Agents of the Company are M/s Bigshare Services Private Limited, 306, 3rd Floor, Right Wing, Amrutha Ville, Opp. Yashodha Hospital, Raj Bhavan Road, Somajiguda, Hyderabad 500 082.

SECRETARIAL STANDARDS :

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF : Pursuant to the provisions of section 124 of the Companies Act, 2013, the declared dividends which remained un paid or unclaimed for a period of seven years, have been transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The following are the details of dividends paid by the Company and respective due dates for transfer of unclaimed dividend to IEPF.

Dividend Year	Date of Declaration of Dividend	Due date for transfer to IEPF
2015-16	10-08-2016	11-09-2023
2020-21	16-09-2021	16-10-2027
2021-22	19-09-2022	19-10-2028

Transfer to Investor Education and Protection Fund: (a) Transfer of unclaimed dividend Members are hereby informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more, to the credit of the Investor Education and Protection Fund (‘IEPF). Transfer of shares to IEPF Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the MCA: During the year no transfer was occurred

APPRECIATIONS AND ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the continued co-operation received from Canara Bank, Financial Institutions, Stock Exchanges, Government Authorities, Customers, Vendors and Stakeholders during the year under review. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

	By Order of the Board of Directors
	Sd/-
	(Meadem Sekhar)
Place : CHILAKALURIPET	Whole Time Director & CEO
Date : May 26, 2023.	(DIN: 02051004)