EICL Ltd Directors Report

To,

The Members,

Your Directors present the 60th Annual Report of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL SUMMARY

The Companys financial performance for the Financial Year ended 31st March, 2024 is summarized below: -

Particulars	Consolidated		Standalone
	Year ended		Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Revenue	15,559	13,490	14,560	12,514
Profit/(loss) before depreciation, interest and tax	1,972	948	1,875	1,047
Profit/(Loss) before tax and exceptional items	745	(604)	723	(431)
Gain/(Loss) on Exceptional items	-	-	-	-
Profit/(loss) before tax	745	(604)	723	(431)
Tax expenses/(income)
- Current tax	-	(128)	-	(128)
- Deferred Tax	379	(134)	371	(104)
Profit/(Loss) after tax for the year	366	(342)	349	(199)
Comprehensive Income (net of tax) for the year	5	40	5	40
Total Comprehensive Income for the year	371	(302)	354	(159)
Surplus brought forward from the previous year	4,914	5,256	5,315	5,514
Balance available for appropriation	5,280	4,914	5,664	5,315
Surplus carried forward to next years account	5,280	4,914	5,664	5,315

RESERVES

The Directors of the Company proposed not to transfer any amount in the General Reserve out of the profits for the current year.

DIVIDEND

The Directors have recommended a dividend of Rs. 2/- (100%) per share on the face value of Rs. 2/- per share for the Financial Year ended 31st March, 2024 as final dividend.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning under Sections 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2024, the Company has one subsidiary and the details of the performance of the subsidiary is given below:

Kaolin India Private Limited ("KIPL")

KIPL, a wholly-owned subsidiary of the Company, has its plant situated at Bhuj, Gujarat, engaged in the business of manufacturing and sale of Kaolin products. Net Sales of the company for the year 2023-24 was Rs. 1,903 Lac as compared to Rs. 1,682 Lac in the previous year. The Company recorded a Net Profit of Rs. 25 Lac for the year as compared to a Net Loss of Rs. 173 Lacs for the previous year.

The operating performance of the Company during the year has improved as compared to the previous year. Additional Capex has resulted in the production of more Value-add products leading to an improvement in the product mix. The plan is to further improve the efficiency of the plant by enhancing production/sales volume and profitability of the Company.

A statement containing salient features of the Financial Statements in Form AOC-1 annexed as Annexure-C, as required under Section 129 (3) of the Act forms a part of this Annual Report. The Audited Financial Statement of the subsidiary shall be kept open for inspection at the Registered Office of the Company on every working day of the Company between 10 a.m. to 12 noon up to the date of the ensuing Annual General Meeting (AGM). Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiary, are available on the website of the Company at www.eicl.in/ investors.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company for the Financial Year 2023-24 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report. The same is with an unqualified opinion.

As regards the Companys performance (consolidated) during the year, the Total Revenue of the Company for the year ended 31st March, 2024 was at Rs. 15,559 Lac as compared to Rs. 13,490 Lac in the previous year. The Company recorded a Net Profit of Rs. 745 Lac as compared to a Net Loss of Rs. 604 Lac for the previous year.

STATE OF THE COMPANY AFFAIRS/CHANGES IN THE NATURE OF BUSINESS, IF ANY.

During the year, the Company was able to operate only its Thonnakkal unit at Trivandrum, that too partially due to nonavailability of the requisite volume of raw matrix from its captive mines. Presently, the Company has two approved mining leases which are operational and the raw materials were sourced from the said two mines along with purchases from the market. The Veli unit of the Company continued to be shut down during the year. Capacity utilization was low during the year as the availability of more raw materials from its own captive mines is critical for operating at a higher level of production. The Company has been doing its follow-up with Government Authorities for obtaining the approval of an additional mining area, enabling the operations of the plants in both the units.

The support of the Kerala Government is a pre-requisite in obtaining approval for more mining areas. Operations of both plants at high capacity utilization, would re-generate more employment and also save the valuable foreign currency for the country, which is being spent by customers presently for importing similar products. EICL has been a big producer of value added products (VAP) for various major companies in the paint and paper sector, which are currently dependent on the import of the products which our company used to supply to them. Approval of more mining areas for the company is critical for the long term sustenance of the operations of the Company.

However, the operating performance of the Thonnakkal Unit during Financial Year 2023-24 is better during the year as compared to the previous Financial Year 2022-23 which has been possible due to extensive work done for the improvement of product-mix.

Your Company is expecting that the Government of Kerala would provide its support in obtaining further mining approvals for the Company shortly, The Board of Directors have taken a decision to partially commence operations at Veli Unit also. This would help the Company to improve the efficiency of the plants, leading to better capacity utilization resulting into more production volume. The raw material would be sourced from the said two captive approved mines and increase in purchases from the market until further mining approvals are received.

The Company had established a small plant with an approximate 40,000 TPA capacity of refined Kaolin products through its wholly subsidiary Company in Bhuj, Gujarat, to de-risk the issue of raw material availability. This unit has been stabilized during the year and is expected to yield the desired results now on.

As regards assets held for sale, during the year, the Company has been able to sell a major part of the land in Shimoga, Karnataka. The sale of the balance of the land would be completed subsequently. The sale of land at Cuddalore, Tamil Nadu, has been completed in all respects. This has improved the cash-flow position of the Company.

As regards the Note on Emphasis of Matters in the Audit Report, the Company has a clear plan to obtain the requisite approvals, as elaborated in the above paragraphs.

There is no qualification, reservation, adverse remark, or disclaimer by the Statutory Auditors which requires any explanation or comments from the Board of Directors of the Company.

ENVIRONMENT, HEALTH, AND SAFETY

The Companys manufacturing units are governed by the "Environment, Health and Safety Policy" and are certified as per ISO 14001:2015 and ISO 45001:2018 Management system standards. The Company has various safety guidelines in place, which helps to identify unsafe actions or conditions on the Company premises. These guidelines form the cornerstone on which the Company can operate smoothly devoid of any mishaps or accidents at the workplace.

The Company has implemented various Environment, Health and Safety measures at its Factory Units such as:

1. Rain Harvesting Project at plant level in Kerala.

2. Regular safety drives coupled with effective training are conducted to help spread awareness among employees on how to maintain a safe work environment.

3. The Company places equal emphasis on safety processes, and behavioral safety and strives to create a safety-positive culture towards achieving the ultimate goal of zero accidents.

4. Increased focus on training & awareness, safety observations, and various audits like Internal Audit, etc.

5. Identification of safety hazards, near misses and accident-prone areas through safety management audit.

6. Employees are also required to take a safety oath and are encouraged to actively participate in various competitions like posters, slogans, poems, and essay competitions during the national safety week celebration.

7. Annual health check-ups of all officers are conducted to take care of their well-being.

All environment, health, and safety measures are successfully implemented.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company holds various mining leases over lands situated in Thonnakkal and Veiloor villages of Thiruvananthapuram (Kerala) and other places. These mining leases were granted over a period from 1994 to 2008. Following the judgment of the Honble High Court of Kerala, the mining activities in certain areas of Thonnakkal and Veiloor Villages had been suspended. After complying with the directions of the Honble Court, the Company is following up on the Environment Clearance for Veiloor Village mines, apart from other mines, before the authorities of the Kerala Government, which are at different stages of approval. Besides, the Company had re-started mining at Thonnakkal in the approved area and also got another mining lease executed for Thonnakkal (near the AJ College Site) after all the necessary approvals. Thus, the Company has two mining leases that are operational presently.

The Company could operate only its Thonnakkal Unit during the year.

However, the Directors of your Company have decided to commence partial operations at Veli Unit, which would generate employment. The support of the Kerala government is required to obtain more mining approvals for its other mining areas. This is critical for the long term continuation of the operations.

The manufacturing facility of its subsidiary in Bhuj, Gujarat, has stabilized, showing positive results. Additional Capex is being incurred to augment the production volume of Value-add products which would further enhance the production volume and profitability.

As regards the two Industrial plots held for sale, land at Cuddalore, Tamil Nadu, has already been sold and full consideration has been received during the year. A major part of the land at Shimoga in

Karnataka has also been sold, and the sale of the rest of the land is expected to be completed shortly.

In view of the above, the Company has a satisfactory financial position, enabling it to finance the improvement capex, as said above, to further enhance the companys performance as a whole.

LEGAL CASES

The details of various pending legal cases of the Company are given in the Financials of the Annual Report 2023-24.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013, the final dividend unpaid/unclaimed for the Financial Year 2015-2016, 1st interim dividend unpaid/unclaimed for the Financial Year 2016-2017 and the 2nd interim dividend unpaid/unclaimed for the Financial Year 2016-17 has been transferred to the Investor Education and Protection Fund (IEPF) of the Central Government of India in August, 2023, December, 2023 and April, 2024 respectively. The details of shareholders unpaid dividend were already uploaded in the Companys website www.eicl.in.

In terms of Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, shares of the Company in respect of which dividend entitlements have remained unclaimed or unpaid for seven consecutive years or more, are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) of the Government of India, for which the Company has published notice through advertisement in widely circulated English Newspaper and in regional language and uploaded in the Companys website: www.eicl.in . Accordingly, during the Financial Year 2023-2024, the Company has transferred 12894 equity shares to the IEPF Authority. After this transfer as of 31-03-2024, the IEPF Authority is holding total of 114250 Equity Shares of the shareholders of the Company. After Financial Year 2023-24, on April, 2024 the Company has transferred 4276 Equity Shares to IEPF Authority.

The Final unpaid dividend of the Financial Year 2016-2017 and 1st interim dividend of the Financial Year 2017-2018 will be transferred to IEPF in the month of August, 2024 and December, 2024 respectively.

The Members are requested to take note that unclaimed dividends to be claimed immediately to avoid the transfer of the shares to the IEPF Account. The shares transferred to the IEPF Account can be claimed back by the concerned members from IEPF Authority as per prescribed rules.

COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company comprises well-qualified and experienced persons having expertise in their respective areas.

The Board meets at least Four times a year. The annual calendar for the Board Meetings for the Financial Year is fixed at the beginning of each year. If necessary, the Board Meetings are also convened beyond the four meetings. During the Financial Year 2023-24, the Directors met Five (5) times i.e., on 8th May, 2023, 8th August, 2023, 2nd November, 2023, 6th February, 2024 and 14th March, 2024.

No Independent Director is related to any other Director on the Board.

DISCLOSURE IN RESPECT OF SECRETARIAL STANDARD

The Company has complied with all the Secretarial Standards issued by the Institute of Company Secretaries of India.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have given their declarations confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

The Company has Three (3) Independent Directors out of Five (5) Directors on the Board.

That the Independent Directors met on 8th May, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Karan Thapar (DIN: 00004264), retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

Mr. Suresh Kumar Jain (DIN: 00003500) has been appointed as an Executive Director of the Company w.e.f. 12-09-2022 and he will hold office up to the date of the ensuing Annual General Meeting of the Company. The tenure of Mr. Suresh Kumar Jain as an Executive Director of the Company has been extended for a further period of 3 years w.e.f. 1st April, 2024 by the Board on 06-02-2024.

His re-appointment is recommended as the Executive Director of the Company for a further period of 3 years for the approval of the Shareholders.

Mr. Pullukottayil Habel Kurian (DIN: 00027596) has been appointed as an Independent Director of the Company w.e.f. 06-02-2024 for a term of 5 years and he will hold office up to the date of the ensuing Annual General Meeting of the Company. His appointment is recommended as an Independent Director of the Company with the approval of the Shareholders.

The following are the Key Managerial Personnel of the Company within the meaning of Sections 2(51) and 203 of the Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014: -

1. Mr. Suresh Kumar Jain, Executive Director

2. Mrs. Shalini Chawla, Company Secretary

3. Mr. Ratheesh Vijay Kumar, Chief Financial Officer

STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD

A formal evaluation of the Board, its committees, and of the individual Director is one potentially effective way to respond to the demand for greater Boards accountability and effectiveness. The effectiveness and performance of the Board, its committees and its members are evaluated and measured, considering the following parameters: -

1. Performance of the Board/Committee against the performance benchmark set.

2. Overall value addition by the discussions taking place at the Board Meetings/Committee Meetings.

3. The regularity and quality of participation of the individual Director in the deliberation of the Board and its Committees, close monitoring of the various actions taken for the implementation of the Boards decision.

The performance evaluation of Directors including Independent Directors is done by the entire Board of Directors excluding the Directors being evaluated. A questionnaire is prepared and is being circulated amongst the Directors for their comments. A review of the performance of the Chairperson of the Company is done by taking into account the views of Executive and Non-Executive Directors of the Company.

COMPOSITION OF AUDIT COMMITTEE

In compliance with the requirement of Section 177, as applicable to the Company, the Board of Directors has constituted the Audit Committee. The members of the Audit Committee possess financial/ accounting expertise/exposure. The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing, and reporting practices of the Company and its compliance with the legal and regulatory requirements. Apart from the matters provided under Section 177(4) of the Companies Act, 2013, the Audit Committee also reviews the significant legal cases pending and all material developments are reported to the Board.

The Audit Committee consists of the following Directors: -

1. Mr. Firdose Vandrevala, Chairman of the Committee

2. Ms. Ritu Kishore Raizada

3. Mr. Suresh Kumar Jain, Executive Director

Statutory Auditors and Internal Auditors are the permanent invitees at the Committee Meetings. Mrs. Shalini Chawla, Company Secretary is the Secretary of the Committee.

For the Financial Year 2023-24, the Audit Committee met four (4) times i.e., on 8th May, 2023, 8th August, 2023, 2nd November, 2023 and 6th February, 2024.

The recommendations given by the Audit Committee are considered and reviewed by the members of the Board of the Company. However, there is no such case where the Board dissented or did not accept the recommendation of the Audit Committee.

A STATEMENT ON THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board evaluates the existing as well as anticipated risks and the strategy to mitigate those risks within a defined time frame. The Company has in place a risk identification and mitigation policy. Regarding Note No. 42 to Accounts, it is to state that the Company holds various mining leases over lands situated in Thonnakkal and Veiloor Villages of Thiruvananthapuram (Kerala) and other places. These mining leases were granted over a period of 1994-2008. Following the judgment of the Honble High Court of Kerala, the mining activities in both Thonnakkal and Veiloor villages have been suspended. After complying with the directions of the Honble Court, the Company is following up on the Environment Clearance for Veiloor villages mines, apart from other mines, before the mining authorities of Kerala, which are at different stages of approval. Besides, the Company has re-started mining at Thonnakkal and also has got a mining lease executed for Thonnakkal (near AJ College Site) after all the necessary approvals. Thus, the Company has two mining leases that are operational presently.

Accordingly, the Company has resumed its mining operations at the locations mentioned above and will be able to do so at other mines upon receipt of necessary approvals and consequently achieve a full level of production and improved profitability.

The Company has been able to operate only of its unit at Thonnakkal due to the non-availability of enough raw-material. The Veli unit of the Company was shut down during the year. The raw-material was sourced from the abovementioned two approved mines along purchases from the market. The Board of Directors of the Company decided to re-start the partial operations of the Veli unit also in the subsequent year. The Company will have to increase its purchase of raw-material from the market. It is critical that the Company receive further mining approval at the earliest enabling it to continue operations at both of its plants on long-term basis. The support of the government of Kerala is required to obtain further mining approvals for operations of the Company in future.

In addition, the Company is also evaluating the opportunities for increasing its geographical presence and building up relationships / tie-ups to diversify into other minerals.

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company consists of the following Directors: -

1. Ms. Ritu Kishore Raizada, Chairwomen of the Committee

2. Mr. Firdose Vandrevala

3. Mr. Suresh Kumar Jain, Executive Director

4. Mr. Pullukottayil Habel Kurian (appointed w.e.f. 06-02-2024) Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted the CSR Policy as recommended by the CSR Committee covering the objectives, initiatives, implementation, monitoring, etc. The CSR Policy of the Company is displayed on the Companys website: www.eicl.in The details about the Corporate Social Responsibility Policy developed and implemented by the Company and the various initiatives taken during the year and other particulars are enclosed in the prescribed form as Annexure - A.

During the Financial Year 2023-24, the Corporate Social Responsibility Committee met once i.e., on 8th May, 2023.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of the Company consists of the following Directors: -

1. Mr. Firdose Vandrevala, Chairman of the Committee

2. Ms. Ritu Kishore Raizada

3. Mr. Suresh Kumar Jain, Executive Director

The Committee met Three (3) times in the Financial Year 2023-24 i.e., on 8th May, 2023, 8th August, 2023, and 6th February, 2024.

The Nomination & Remuneration Committee considering the requirement of the skill sets on the Board, the integrity of the persons having standing in their respective field/profession, and who can effectively contribute to the Companys business and policy decisions, recommends the appointment to the Board for approval. The Committee has approved a policy with respect to the appointment and remuneration of the Directors and Senior Management Personnel. The objectives of this policy are:

a) to create a transparent system of determining the appropriate level of remuneration throughout all levels of the Company;

b) encourage people to perform to their highest level;

c) allow the Company to compete in each relevant employment market;

d) provide consistency in remuneration throughout the Company;

e) align the performance of the business with the performance of key individuals and teams within the Company;

f) long-term value creation; and

g) to attract and retain the best professionals.

The policy details and the types of remuneration to be offered by the Company and factors to be considered by the Board, Nomination & Remuneration Committee and management in determining the appropriate remuneration strategy.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is open for inspection at the Registered Office of the Company and any Member interested in obtaining a copy of the same may write to the Company Secretary.

SHARE TRANSFER/SHAREHOLDERS GRIEVANCE COMMITTEE

The "Share Transfer/Shareholders Grievance Committee" of the Company consists of the following Directors: -

1. Mr. Karan Thapar

2. Mr. Firdose Vandrevala

3. Mr. Suresh Kumar Jain, Executive Director, Chairman of the Committee

4. Mr. Pullukottayil Habel Kurian (appointed w.e.f. 06-02-2024) Mrs. Shalini Chawla, Company Secretary is the Secretary of the Committee.

The Committee met once in 2023-24 i.e., on 8th May, 2023.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has adopted accounting policies as per the Accounting Standards and other applicable provisions of the Companies Act, 2013.

STATUTORY AUDITOR

M/s. S. N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045), the Statutory Auditors were appointed in the 56th Annual General Meeting of the Company held on 31st July, 2020 for a period of 5 years till the conclusion of the Annual General Meeting held in the Calendar Year 2025.

STATUTORY AUDITORS REPORT

Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2024 are with unmodified opinion (unqualified).

The Statutory Auditors of the Company have not reported any instances of fraud as specified under the second proviso to Section 143(12) of the Act.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

EICL Ltd. has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit committee defines the scope and authority of the Internal Auditor. The Audit Committee, comprises professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. Your Company has a proper and adequate system of internal controls.

INTERNAL AUDITOR

Internal Control Systems and Adequacy of Internal Financial Controls, EICL Ltd. has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee defines the scope and authority of the Internal Auditor. The Audit Committee, comprises of professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. Your Company has a proper and adequate system of internal controls.

The Company appointed M/s T.R. Chaddha & Company, Chartered Accountants, as the Internal Auditors of the Company for a period of 3 years, pursuant to Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014, to conduct the internal audit for the Financial Years 2023-2026.

COST AUDITOR

M/s A.R. Narayanan & Co., Cost Accountants, have been appointed as Cost Auditors for the Financial Year 2023-24 to conduct the cost audit of the accounts maintained by the Company. They have confirmed their eligibility for appointment under the provisions of Section 148 of the Companies Act, 2013. The remuneration proposed to be paid to the Cost Auditors is submitted for ratification by the Shareholders of the Company.

SECRETARIAL AUDITOR

M/s. VKC & Associates (Partner Membership No.49021/ C.P.No.17827), Company Secretaries in practice have been appointed as Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2023-24 of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, has been annexed to this report as Annexure - B. The observation made by the Secretarial Auditors in their report is self-explanatory.

M/s. VKC & Associates, Company Secretaries in practice has conducted Secretarial Audit of the Company for the Financial Year 2023-24.

There is no qualification, reservation, or adverse remarks or disclaimer by the Secretarial Auditors which requires any explanation or comments from the Board of Directors of the Company.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, Annual Return is also available on Companys website: www.eicl.in.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134 (3) (c) and (5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a) the Company has followed the applicable Accounting Standards in the preparation of the Annual Accounts for the year ended 31st March, 2024, and there is no material deviation from the previous year.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on 31st March, 2024 and of the profit/loss for the year ended 31st March, 2024.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

d) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) the Directors have laid proper internal financial control and that such financial controls are adequate and are operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Under Section 186 of the Companies Act, 2013 the Company has neither given any guarantee nor provided any security in connection with a loan, directly or indirectly to any person or other body corporate other than mentioned in the financial statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of the Related Party Transactions, as per the requirement of Accounting Standard-18, are disclosed in notes to the Financial Statements of the Company for the Financial Year 2023-24. All the Directors have disclosed their interest in form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as & when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. A Statement in the prescribed Form AOC-2 is annexed to this report as Annexure - D.

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

As required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo are as follows: -

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

As required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo are as follows: -

(A) Conservation of energy

(i) Steps taken or impact on the Conservation of Energy are as under:

a) Reduction in specific energy consumption was achieved during the year with dedicated drive on conservation with a month-long campaign with energy-saving pledge signed by all departments.

b) Internal energy audit done and the improvement actions implemented.

c) Non-peak hour operation maximized and all planned maintenance of short duration planned during peak hours.

d) Migration to energy-efficient motors and replacement part of the factory lighting with solar lighting and new low-power LED lighting.

e) All new motors are energy-efficient IE3 rated.

f) Damper-controlled fans to the VFD control system for better energy savings

g) Pressure transmitter introduced in compressed air receivers and optimized compressors operations.

h) Calciners PLC Operations modified for efficient AMC operations to stop mills automatically if the load comes down.

i) Keeping the power factor to unity, thereby reducing transmission losses, the following are planned for further energy savings:

a. Migrating all conventional ceiling fans to new energy-efficient BLDC fans (Capex)

b. Migrating conventional compressors to inverter duty motors

c. Converting conventional air conditioners to Inverter type

(ii) Steps taken by the Company for utilizing alternate sources of energy:

LNG (Liquified Natural Gas) is operational and replaced with diesel/SKO. The modification in the burner of calciners to accommodate LNG has been carried out with the freedom of operating the plant with both Furnace oil / LNG depending upon the cost.

(iii) Capital investment on Energy Conservation equipment

During the current Financial Year, the Company has not incurred any major capital expenditure on the energy conservation equipment except maintenance CAPEX.

(B) Technology absorption

a. Company has taken up a re-engineering program. This is based on our own Research & Development findings and collaborative work with leaders in process technology. This is an ongoing program.

b. Modifications and replacement of pumps in the blunger section to get better dispersion and increased throughput.

c. Increased the number of Hydro cyclones to get higher slurry flow with improved efficiency.

d. Indigenisation of Self-Cleaning Filter for Nozzle Centrifuge done.

e. Double-stage screening of feed slurry to Nozzle Centrifuge to eliminate frequent stack choking.

(C) Research & Development activities

Your Company lays special emphasis on Research & Development activities with objective to develop a new product line for the growth of the Company. The Companys commitment and strong research orientation have played big role such as:

- R & D has been at the forefront of developing a new product for Tyre Commercial- scale production and ongoing plant trials at the customer end.

- New products are being worked on with less than 18 months incubation time.

- Research tie-ups made with leading institutions in India

- Joint projects with leading customers to provide customer- specific solutions based on our raw materials.

- The R&D Team has been able to develop cutting- composite for anti-corrosive coatings and has developed composites for barrier applications. One product of the category has been developed and is being test marketed.

Expenditures incurred on Research & Development are as under: -

( in Lacs)

	31st March, 2024	31st March, 2023
a) Capital	0	0
b) Recurring	63.14	79.71
c) Total	63.14	79.71
d) Total R&D Expenditure as a percentage of total turnover	0.45	0.71

(D) Foreign Exchange earnings and outgo

The Company has recorded export earnings of Rs. 1,339.64 Lacs, import payments of Rs. 144.33 Lacs, and expenses in foreign exchange of Rs. 92.52 Lacs.

VIGIL MECHANISM POLICY

The Company has a "Vigil Mechanism Policy" to facilitate the Directors and employees at all levels, to voice their concerns or observations to the Chairman of the Audit Committee. The policy provides a framework to promote responsible and secure whistleblowing.

The Company has provided a dedicated email ID that can be accessed only by the Chairman of the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints of sexual harassment during the Financial Year 2023-24.

HUMAN RESOURCES

Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on teamwork, skill development and the development of leadership and functional capabilities of the employees. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary. There were no employees who were employed throughout the Financial Year or part thereof, by himself/ herself or along with / her spouse and dependent children, who held more than two percent of the equity shares of the Company.

INDUSTRIAL RELATIONS

In the Financial Year 2023-24, the relations of the Company with all its employees and trade unions were cordial in line with business requirements.

The workmen extended their cooperation in the smooth operations of the Company during the year at its Thonnakkal unit. The workmen have assured the smooth functioning of the Veli unit as well.

The Company appreciates the strong support of all its employees in taking up the matter at various forums of the Kerala government through various representations, etc.

INSOLVENCY AND BANKRUPTCY DISCLOSURE

During the year, there is no application which was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 by and against the Company.

MANAGERIAL REMUNERATION

The Managerial Remuneration shall be made available to any shareholder on a specific request made by him/her in writing before the date of the Annual General Meeting and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholders.

SHARE CAPITAL

The authorized share capital of the Company as on 31st March, 2024 is Rs. 48,00,00,000 (Rupees Forty-Eight Crores) and issued, subscribed and paid-up share capital of the Company is Rs. 10,05,52,026 ( Rupees Ten Crores Five lac Fifty-two thousand Twenty-six).

There has been no change in the Share Capital of the Company during the Financial Year 2023-24.

DETAILS OF SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There is no significant order passed by the Regulators or Court or Tribunal during the Financial Year 2023-24.

ACKNOWLEDGEMENT

The Board of Directors places on record their appreciation for the continued support and confidence received from Banks, Financial Institutions, Customers, Central and State Governments and other Government authorities.

The Board of Directors is also thankful to all other stakeholders for their valuable sustained support to the Company.

	For and on behalf of the Board
	Sd/-
	Karan Thapar
Place: Gurugram	Chairman
Date: 06 May, 2024	DIN: 00004264