Sri Ramakrishna Mills (Coimbatore) Ltd Directors Report

Dear Shareholders,

Your Directors submit the following Report on the working of the Company for the year ended 31.03.2024.

After meeting all working expenses, interest, repairs to machinery and buildings, the working result of the company for the year 2023-24 is given below :-

Financial results:

	Year Ended
	31.03.2024	31.03.2023
	Rs.in lakhs	Rs.in lakhs
Profit before Interest and Depreciation	1295.20	441.96
Less / Add : Interest	391.95	313.00
Depreciation	151.37	88.62
Profit before Exceptional items	751.89	40.35
Exceptional Items	114.08	-
Current Tax	-	-
Deferred Tax Charge	217.95	12.44
Surplus/(Deficit) after Exceptional Item	648.01	27.91

Performance:

The turnover of the company for the year 2023-24 had been Rs.5967.13 lakhs against Rs.3,987.98 lakhs in the previous year. The above figures includes Rs.3123.37 lakhs relating to Real Estate Income. After charging depreciation, interest and other overheads, the company recorded a profit of Rs.751.88 lakhs which had resulted into Net Profit of Rs.648.01 lakhs after the adjustment of Deferred Tax Charge aggregating to Rs.217.95 Lakhs and the same has been carried to the Balance Sheet.

Real Estate:

Our project is completed and sold all villas and apartments have been sold.

Change in name of RTA:

As per the information received from M/s. S.K.D.C. Consultants Limited, Registrar and Share Transfer Agents (RTA) for equity shares on 29.12.2023, Honble National Company Law Tribunal has approved the merger of M/s. S.K.D.C. Consultants Limited with its holding company M/s. Link Intime India Private Limited. Pursuant to the Order, M/s. S.K.D.C. Consultants Limited has now ceased to exist as a separate entity and hereafter, the Registrar and Share Transfer Agents (RTA) for equity shares shall be Link Intime India Private Limited with effect from 22.12.2023. The details of Registrar and Transfer Agents are mentioned below: Link Intime India Private Limited Coimbatore Branch Address: Surya, 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641028, Tamil Nadu. Phone : 0422 - 4958995 / 2539835 / 836 Website : www.linkintime.co.in Email : coimbatore@linkintime.co.in

Management Discussion and Analysis

In terms of the provisions of Regulation 34(3) and Schedule-V of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis is set out in this report. It contains an analysis on the performance of the industry, the Company, Internal Control System and Risk management policy.

Board of Directors:

The composition of the Board of Directors of the Company is furnished in the Corporate Governance Report annexed to this Report.

Sri.Ravichandran Dhamodaran (DIN : 00054538), Sri.R.Guru Chandrasekar (DIN : 08421861) are appointed as Independent Directors at the 72nd Annual General Meeting for a period of 5 years with effect from 27.09.2019 and proposed to be re-appointed in the ensuing AGM. Sri.C.Baalasubramaniyam was appointed as an Independent Director at an EGM held on 10-12-2021. All the Independent Directors have affirmed that they satisfy the criteria laid down under Sec.149(6) of the Companies Act, 2013 and Regulations 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further, the Companys code of conduct suitably incorporates the duties of Independent Directors as laid down in the Act.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and SEBI (LO & DR) Regulations 2015 and are independent of the Management The Ministry of Corporate Affairs, Govt. of India has launched the Independent Directors databank and it has entrusted the Indian Institute of Corporate Affairs with creating and operating such a data bank under the Notification No.GSR804(E), dt.22nd October 2019. All the existing Independent Directors are required to register themselves in the data bank. Accordingly, the Companys Independent Directors have got themselves registered in the data bank for 5 (five) years.

Retirement by rotation:

Smt.L.Nagaswarna, (DIN : 00051610), who has been appointed as a Director retires by rotation at the ensuing Annual General Meeting of the Company, as per the terms of her appointment. The place so vacated by her has to be filled up at the same meeting. The retiring Director is eligible for re-appointment at the ensuing Annual General Meeting. Accordingly, a resolution to this effect is included in the Agenda for consideration of members at the ensuing Annual General Meeting of the Company.

Board Meetings:

During the year four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening period between two consecutive meetings was within the period prescribed under the Act.

Meeting of Independent Directors:

Pursuant to the provisions of the Companies Act, 2013 (Para-VII(1) of Schedule-IV, one separate meeting of independent directors without the attendance of Non-Independent Directors and Members of Management was held. During the year, all the independent directors were present at this meeting. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties.

Board Evaluation

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been framed by the Nomination and Remuneration Committee and approved by the Board. A questionnaire consisting of certain criteria is adopted for reviewing the functioning and effectiveness of the Board and for identifying possible areas for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision making of the Directors, relationship with Stakeholders. Company performance, company strategy and effectiveness of the whole Board and its various committees on a scale of one to five.

Necessary feed back is provided for improvement in the performance of the Directors and the functioning of the overall Board and the various committees.

Familiarisation Programme for Independent Directors :

In compliance with the requirements of Regulation 25(7) of the SEBI (LO & DR) Regulations 2015, the company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the company their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business models, Regulatory matters, etc. Since the Independent Directors have been registered with the databank launched by the Ministry of Corporate Affairs, Govt of India, New Delhi, they will be able to acquire knowledge from diverse resources, develop distinct skills and assess their understanding on company operations, regulations and compliance.

Key Managerial Personnel:

Sri.D.Lakshminarayanaswamy (DIN:00028118), Managing Director, Smt.L.Nagaswarna, Wholetime Director (DIN:00051610), Sri.P. Muthuswamy, Director-Operations (DIN : 02651331), Smt.M.Srividya as Company Secretary and Sri.G.Krishnakumar as Chief Financial Officer constitute Key Managerial Personnel of the Company.

Remuneration Policy:

The policy on appointment, remuneration and evaluation criteria for Directors and Senior Management is as per the recommendation of the Nomination and Remuneration Committee of the Board. The Company recognized that Compensation Policy is an important and strategic tool in the achievement of vision and goals of the company. It is in keeping with the performance of the individuals, internal equity, market trends and industry practices, legal requirements and appropriate governance standards. The Nomination and Remuneration Committee recommends the remuneration of Directors and Senior Management personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary.

Audit Committee:

In terms of the provisions of Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Audit Committee of the Board was reconstituted to act in accordance with the terms of reference prescribed therein. Detailed disclosure on composition, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

Statutory Auditors:

M/s.C.S.K.Prabhu & Co, Chartered Accountants, Coimbatore were re-appointed as Statutory Auditors at 75th Annual General Meeting till the conclusion of the 80th Annual General Meeting to be held in the year 2027, pursuant to the provisions of Section 139, 141 and 142 of the Act, read with companies (Audit & Auditors) Rules 2014 for second five years term.

Cost Audit:

Ministry of Corporate Affairs (MCA) has vide Notification dated 31st December 2014 amended the Companies (Cost Records and Audit) Rules 2014. Accordingly, The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. However, cost audit is Not applicable to the company.

Secretarial Audit:

Sri.V.Prasanna, Practising Company Secretary was re - appointed to conduct the Secretarial Audit of the Company from the Financial year 2024-25 to 2027-28 as required under Sec.204 of the Act, and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2023-24 forms part of the Annual Report as annexure to the Boards Report.

Internal Auditor :

The Company continues to engage Smt.Sasirekha Vengatesh, Chartered Accountants as Internal Auditors of the Company. The scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the strength and weaknesses of internal control. Internal Auditors reports are placed before the Audit Committee on a regular basis for taking suitable action for improvement, wherever required.

Directors Responsibility Statement:

As required under section 134 of the Act, it is stated

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. 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 at the end of the financial year (i.e)31st March 2024 and of the profit of the company for that period.

c. that the directors had 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.

d. that the directors had prepared the annual accounts on a "going concern" basis.

e. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions:

All contracts / arrangements / transactions entered into by the company during the Financial Year with related parties were in the ordinary course of business and on arms length basis. During the year, the company had not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Statement giving details of the Contacts / arrangements / transactions with related parties is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

Corporate Social Responsibility :

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 comprising of three Directors including an Independent Director.

However, CSR provisions are Not Applicable for the financial year 2023-2024.

Subsidiary and Associate Companies :

The company does not have any subsidiary or associate companies.

Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Act, and the Rules framed thereunder.

Particulars of Directors, Key Managerial Personnel and Employees:

The information required pursuant to Sec.197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Directors, Key Management Personnel and employees of the Company are provided in the Annual Report.

Corporate Governance:

A separate Report on Corporate Governance is attached to this report. A certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 and Part-E of Schedule-II of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is attached to this report.

Other Disclosures:

a. Details of loans, guarantees and investments under the provisions of Sec.186 of the Act are given as Annexure.

b. The internal control systems and its adequacy are discussed in the Management Discussion and Analysis annexed to the Directors Report.

c. There was no significant material order passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

d. The Company has adopted the Whistle Blower Policy for Directors and Employees of the Company to report concerns about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and ethics. The policy is provided pursuant to Reg. 22 and Reg.46

(2)e of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. It also provides for adequate safeguard 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. The policy is also disclosed in the Companys Website.

e. The Company has adopted a code of conduct for the Board of Directors and Senior Management of the company and all of them have affirmed compliance of the sa me.

f. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Necessary mechanism has been put across the company in this regard to cover all the women employees in the company. There were no complaints received from any employee of the Company during the financial year 2023-24.

The following is the summary of sexual harassment complaints received and disposed of during the year 2023-24: i. Number of complaints received – Nil ii. Number of complaints disposed of – NA g. As contemplated under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, certificate from MD Sri.D.Lakshminarayanaswamy & CFO Sri.G.Krishnakumar was placed before the Board of Directors at the meeting held on 29.05.2024. h. Pursuant to Sec.134(3)(l) of the Act, there was no significant material changes and commitments affecting the financial position of the Company has taken place between the end of the financial year of the company and the date of Directors Report. i. In respect of the reservation made by M/s CSK Prabhu & Co, Statutory Auditors in their report, we wish to state as follows:

S. No Auditor Qualification or reservation

Management response

1. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account, however, the feature of recording audit trail (edit log) facility has not been enabled. Consequently, we are unable to comment on audit trail feature of the said software.

The Company has used an accounting software for maintaining its books of accounts for the year ended March 31, 2024 where in the accounting software did not have the audit trial feature enabled throughout the year. The management is evaluating different options to comply with the requirements. The Company has put in place sufficient controls to ensure operating effectiveness of the internal controls over financial reporting as at March 31, 2024.

Energy Conservation, Technology Absorption and Foreign Exchange earnings & outgo :

The information on the above stipulated under Sec.134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-II.

General:

Our thanks are due to Axis Bank Ltd., for their support and assistance to meet our business needs. The Directors appreciate the services rendered by the Officers, Staff and the employees of the Company. We pray for the Grace of Almighty Sri Jaganatha Perumal for the prosperity of the Company.

	For and on behalf of the Board of Directors
	of Sri Ramakrishna Mills (Coimbatore) Limited
Place : Coimbatore	D. LAKSHMINARAYANASWAMY
Date : 14.08.2024	Chairman
	(DIN : 00028118)