veejay lakshmi engineering works ltd share price Management discussions

As required under Reg.34(2)(e) read with Schedule V-B(1) of SEBI (LODR) Regulations,2015, a detailed report on the Management Discussion and Analysis is given below.

industry structure and developments

The Company started its operations in the year 1975 to produce yarn Twisting Machines and diversified into textile spinning in the year 1993. Both the twisting machines produced and the yarn and fabrics produced in the textile units are used in the textile industry.

Indian textile industry is one of the largest industries in the world with a large manufacturing base with a strong presence across the entire value chain. The Textile and Apparel Sector is the second largest employer after agriculture providing direct and indirect employment to crores of people. The Governments both at the State and Central levels have been supporting the growth of the industry through various fiscal incentives. In addition to catering to domestic consumption the industry also exports the textile products worldwide. Before the industry could fully recover from the Covid crisis it has been impacted to some extent by the Russia Ukrine war.

Opportunities and threats

Textile Industry caters to the basic needs and is a growing industry. Governments both at the Central and State Level are giving all support for the growth of the industry. There is good scope for increasing the export of textile products.

The Textile and Apparel Industry has a wide spectrum of activities from fibre to apparels and our Company produces yarn and fabrics made of cotton. The Engineering division produces twisting machines used in spinning industry for twisting all types of yarn both cotton and man made fibres.

The major threat for the cotton spinning industry is the fluctuation in prices and availability of good quality cotton. Cotton has to be purchased from other states and hence there is a locational disadvantage compared to other spinning mills in cotton growing states. Unsustainable cotton and yarn prices also is a threat and there are situations where the market price for yarn is below the cost of production due to the time lag between purchase of cotton and sale of yarn.

The products of Engineering Division are capital goods used in textile industry and the performance of this division depends upon the general performance of the textile industry. Two for one Twister has been the main product of the engineering division contributing to the sales and profits. Assembly winders are sold in small volumes. Two for One Twister is used in post spinning process for value addition and the demand for this product is derived from the demand for twisted yarn. The reduced demand for domestic consumption or export of twisted yarn affects the demand for this machine. The market is segmented and a considerable portion of the demand of twisting machines from independent job workers of twisted yarn is catered by manufacturers from western India who offer very low prices. The demand for twisting machines from quality conscious spinning units is met by the Company and other foreign manufacturers. While there may not be any threat from new entrants, existing manufacturers will continue to give stiff competition.

Although the Company had sufficient inflow of orders, the sudden spurt in the price of raw materials financial and components in the beginning of the year has very much affected the performance and profitability. The increase in the cost of inputs-both market parts and subcontracted parts- could not be passed on to customers bound by firm contracts. The Company continues efforts for cost reduction through improvement in the design with focus on reduction in power consumption and operating costs.

The Textile unit has facilities for production of high quality coarse count cotton yarn and has also facilities for twisting and knitting for value addition.. The Company also has wind mills and rooftop Solar power equipment used for captive consumption, which enables savings in power consumed. However, the profitability of this division depends upon utilization of the installed capacity at optimum level. The

Company in the last few years has been having low capacity utilization due to reversionary conditions and unremunerative prices of cotton and yarn. The working performance was improving in the previous financial year. But the sudden spurt in cotton prices by up to more than 100% in the first half of this financial year, without proportionate increase in the price of yarn has severely affected the performance of this division. Production had to be curtailed due to unremunerative prices for the yarn

segmentwise sales / Profits

(In Lakhs)

	31.03.2023		31.3.2022
	Engineering	Textile	Engineering	Textile
Revenue	2,658.81	3,738.38	1,912.66	5,581.95
Segment Profit	(343.16)	(873.79)	(169.19)	471.88

Outlook

The Price of Cotton and Yarn are getting stabilized and is expected to stay at levels giving reasonable profit. There is also comfortable order book position in the engineering division. The market for the new products exhibited in the textile machinery exhibition evoked good response.

As India has certain advantages as a large producer of cotton and well established industry to manufacture products of global quality for export, it is expected there will be increase in demand for the Indian textile products leading to further growth. The Company will endeavor to make use of the available opportunities.

Risks and Concerns

Although the Company is keeping the machinery in engineering and textile divisions in good condition, most of the machines are more than 20 years old and modernization / replacements will involve substantial capital expenditure.

Vagaries in the prices of cotton and yarn which affects profitability

Tariff regulations and preferential treatments by importing countries affecting the demand for the products in export market Competition from other manufacturers of twisting machines internal Control system and adequacy

The Company has a proper and adequate system of internal controls commensurate with its size and nature of business.

All the assets are safeguarded, properly utilized and protected against loss from unauthorized use or disposition and the transactions are regulated, recorded and reported correctly. A Chartered Accountant carries out the audit at regular intervals to monitor the effectiveness of the internal checks and controls in different areas and reports/suggests measures for improvement.

Financial Performance with respect to operational Performance

The workings during the year has resulted in loss, which has eroded the working capital and has affected the liquidity position of the Company. However, the Promoters have provided loans to improve the liquidity. The Company has been able to meet all its liabilities including loan servicing and interest obligations, in time, without any delay.

Key financial ratios for operations during the Year:

(Given in Note 33 of Financial Statements)

Material developments in Human resources and industrial relations

The Company has a dedicated team of professionally qualified/experienced personnel in all functional areas. Opportunities are provided for self-development and career growth and wherever necessary. Employees undergo training programs conducted in house and also outside by other professional bodies. The industrial relationship has been cordial throughout the year. The Company has a total of 500 employees at the end of the year.

Cautionary statement

Statements in this report on management discussion and analysis describing the Companys future objectives, projections, estimate and expectations may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events, as they are perceived by the management at this juncture The actual results, however, may differ materially from those which have been made explicit or which are implied. The major factors that could make a difference to the Companys operations include the supply demand condition of the Companys products, both domestic and global, the price realizations, which are market related, and all other factors such as litigation and industrial relations.

Corporate Governance

Companys Philosophy on Corporate Governance:

The Companys philosophy on Corporate Governance stresses the importance of transparency, accountability and protection of shareholder interests without compromising ethical standards and corporate social responsibilities. Best corporate governance practices are identified, adopted and consistently followed.

Board of directors:

The Board of Directors of the Company has an optimum combination of executive and non-executive directors and is in conformity with Reg. 17(1) of Listing Regulations. The names and categories of the Directors on the Board, their attendance at the Board Meetings held during the financial year 2022-23 and at the last Annual General Meeting (AGM), as also the number of directorships and committee positions held by them in other public limited companies as on March 31, 2023 are as under:

Name of the Director	Category	No. of Board Meetings		Attendance at the last AGM held on	No. of Directorships in other companies*	Committee positions
		Held	Attended	28.09.2022		Member	Chairman
Sri.V.J.Jayaraman	Non-Executive (Promoter)	4	4	YES	1	–	–
Sri.J.Anand	Executive (Promoter)	4	4	YES	5	1	–
Smt Arthi Anand	Non Executive Non-independent	4	3	YES	Nil	–	–
Sri.N. Athimoolam Naidu	Non-Executive Independent	4	3	YES	2	1	–
Sri.B.Sriram	Non-Executive Independent	4	3	YES	2	3	–
Sri.N.M. Ananthapadmanabhan	Non-Executive Independent	4	4	YES	Nil	–	3
Sri.D.Ranganathan	Executive Non- Independent	4	4	YES	1	4	–
Sri K. Narendra	Non-Executive Independent	4	2	–	1	1	–

* Includes private limited companies

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as per Reg.26(1) of the Listing Regulations) across all the companies in which he is a Director. All the Directors have made the requisite disclosures regarding Committee positions held by them in other public limited companies. None of the directors is a director in any other listed company.

The Board met four times during the financial year 2022-23 viz., on 05.05.2022, 11.08.2022, 14.11.2022 and 09.02.2023. The gap between any two consecutive Board Meetings did not exceed 120 days.

In terms of Sch.V(C)(2)(e)of the Listing Regulations, it is hereby disclosed that Sri V.J. Jayaraman,

Chairman, Sri J Anand, Managing Director and Smt Arthi Anand, Director are related inter-se.

Number of shares and convertible debentures held by non-executive directors as at 31-03-2023:

Sri V.J. Jayaraman (All status) : Number of Equity shares : 12,35,753 Sri N. Athimoolam Naidu : Number of Equity shares : 67,840 faMiLiarisation ProGraMMe iMParted to direCtors

The key managerial personnel of the Company periodically interact with the independent Directors to make them familiar with their roles, rights and responsibilities, about the nature of the industry in which the Company operates and business model of the Company. All the non-executive directors have rich administrative experience and are technically familiar with textiles and textile machinery industry. The details of the program is in the website of the Company www.veejaylakshmi.com

Code of Conduct for directors and senior Management

The Company has a Code of Conduct for the Directors and senior management personnel, which is in compliance with the requirements of Reg.17(5) of the Listing Regulations. The Code of conduct has also been displayed on the Companys website. The independent directors have given declarations at the first meeting of the Board every year that they meet the criteria of independence as provided in the Act. Further, all the Board members and senior management personnel have affirmed compliance with the

Code of conduct. A declaration to this effect signed by the CEO forms part of this Report. skills / expertise / Competence of the Board of directors

It has been assessed that the following core skills, expertise and competencies are required in the context of businesses of the Company for it to function effectively.

Identified	Actually Available
Leadership: Leadership/Directorship experience resulting in effective participation in or spearheading various initiatives taken by the Company	Yes
Educational qualification: Bachelor degree or other Qualification relevant to the business of the Company.	Yes
Knowledge and expertise: Knowledge and experience in administration / finance / technology or in any area of importance relevant to the business of the Company	Yes
Integrity and confidentiality	Yes
Active participation in Board and Committee meetings	Yes
Independence of behavior, judgment and commitment	Yes

 

	Board Qualifications
Name of Director	Leadership	Educational Qualification	Knowledge & expertise	Integrity & confidentiality	Active participation in meetings
Sri V.J. Jayaraman	Yes	Yes	Yes	Yes	Yes
Sri J. Anand	Yes	Yes	Yes	Yes	Yes
Sri N.M. Anantha Padmanabhan	Yes	Yes	Yes	Yes	Yes
Sri N. Athimoolam Naidu	Yes	Yes	Yes	Yes	Yes
Sri B. Sriram	Yes	Yes	Yes	Yes	Yes
Sri D. Ranganathan	Yes	Yes	Yes	Yes	Yes
Smt Arthi Anand	Yes	Yes	Yes	Yes	Yes
Sri K. Narendra	Yes	Yes	Yes	Yes	Yes

separate Meeting of independent directors

The Companys Independent Directors met on March 25, 2023 without the presence of other Directors.

Confirmation on the fulfillment of the Conditions of independence:

Based on the declarations received from the Independent Directors, the Board of Directors are of the opinion that the Independent Directors fulfill the conditions specified in the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and are independent of the management.

Resignation of independent director(s) before expiry of tenure: nil

Committees of the Board: audit committee:

The Audit committee has been formed pursuant to Reg.18 of the Listing Regulations and Section 177 of the Companies Act, 2013.

Composition:

The Audit Committee of the Board that was formed in January 2001 has been reconstituted in 2015. The Members of the Committee comprise of the following Directors:

Sri. N.M. Ananthapadmanabhan, Chairman (Independent)

Sri. B. Sriram, Member (Independent)

Sri. K. Narendra, Member (Independent)

Sri D. Ranganathan, Member (Executive)

Terms of reference:

Recommendation for appointment, remuneration and terms of appointment of auditors of the

Company.

Review and monitor the auditors independence, audit process, and effectiveness of audit process.

Examination of quarterly, half yearly and annual statements, companys financial reporting process and disclosures of financial information and Auditors Report thereon.

Scrutiny and approval of transactions and any subsequent modification of transactions of the company with related parties.

Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the company, wherever it is necessary. Evaluation of internal financial controls and risk management systems. Monitoring the end use of funds raised through public offers and related matters.

Review of the internal control systems, scope of internal audit and the vigil mechanism in place. Monitoring forex transactions and hedging thereof.

Meetings of the audit Committee

The Audit Committee met four times during the financial year 2022-23 on 05.05.2022, 11.08.2022, 14.11.2022 and 09.02.2023

Name of the Member	Position Held	No. of Meetings Held	No. of Meetings Attended
Mr. N.M. Ananthapadmanabhan	Chairman	4	4
Mr. B. Sriram	Member	4	3
Mr. D. Ranganathan	Member	4	4
Mr. K. Narendra	Member	4	2

The Statutory Auditors and the Internal Auditors are invited to attend the Meeting of the Committee. The Company Secretary of the Company acts as the Secretary of the Committee.

The Chairman of the Audit Committee participated at the last Annual General Meeting (AGM) held on 28.09.2022.

The Committee has reviewed the financial statements of the Company including consolidated financial statements and recommended the same to the Board for their adoption. The Board accepted all the recommendations by the Audit Committee.

The Committee also reviews the internal audit report, internal control systems, foreign exchange transactions and related party transactions periodically.

Nomination and remuneration Committee

The Nomination and Remuneration Committee of the Board was formed in October 2003 and comprises of the following directors:

Sri. N.M. Ananthapadmanabhan, (Independent Director) Chairman

Sri. B. Sriram, Member (Independent Director)

Sri. N. Athimoolam Naidu, Member (Independent Director)

The terms of reference of the Nomination and Remuneration Committee include formulating the policies for appointment of Directors, fixing of remuneration for the Executive Directors, determining criteria for selection of executive and independent directors, evaluation of the Board and individual directors and such other functions as may be delegated to it by the Board of Directors.

The Committee met on 05-05-2022 during the year 2022-23 with the presence of all the members.

Evaluation of the Boards Performance, that of the Committees and individual indePendent directors

The evaluation of the performance of the Independent Directors is based on their qualification, experience, knowledge and competency, ability to fulfill allotted functions / roles, ability to function as a team, pro-activeness, attendance and participation, commitment, contribution, integrity, independence from the company and ability to articulate independent views and judgment. Accordingly, the performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The performance of the Board as a whole was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board based on inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Nomination and Remuneration Committee ("NRC") has evaluated the performance of the individual directors on the basis of the criteria approved by the Board.

Remuneration of directors for the Year 2022-23 Criteria for making payment to non-executive directors:

The Company pays a sum of Rs.5,000/- per meeting as fee to non-executive and independent Directors for attending the meetings of the Board of Directors, Independent Directors and that of the Committees of the Board. No other remuneration is paid to them. The sitting fees paid during 2022-23 is given below:

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Executive directors

	Sitting fees (Rs)
Name of the Non-executive Director		Commission	No of Shares held
	Paid in Rs.
Sri. V.J. Jayaraman	20,000	NIL	12,35,753
Sri. N.M. Ananthapadmanabhan	55,000	NIL	NIL
Sri. B.Sriram	45,000	NIL	NIL
Sri. Athimoolam Naidu	25,000	NIL	67,840
Smt. Arthi Anand	15,000	NIL	Nil
Sri. K. Narendra	25,000	Nil	Nil

		Salary &
			Ratio to median
Name	Designation	Perquisites per
			remuneration
		annum in Rs.
Sri. J.Anand	Managing Director	32,21,385	1 : 23.37
Sri. D. Ranganathan	Whole-time Director	12,79,942	1 : 9.28

The Directors remuneration does not have variable component such as commission. It includes salary and Companys contribution to Provident Fund.

The average increase in remuneration and that of key managerial Personnel are not comparable as there has been no increase in the remuneration of key managerial personnel.

No other employees receive remuneration higher than that received by a Director. Total number of permanent employees : 500. The median annual remuneration paid in the financial year is Rs.1,37,844/-.

The remuneration to each of Key Managerial Personnel is reasonable vis-?-vis the respective responsibilities and performance of the Company. No non director employee receives remuneration in excess of any whole-time director.

Ratio of remuneration of directors / Key Managerial personnel to the median remuneration of the employees:

K M P	Managing Director	Chief Financial Officer	Company Secretary
Increase in
	Nil	20.0%	Nil
Remuneration
Ratio to median remuneration	1 : 23.37	1: 9.28	1 : 4.60

The remuneration of directors and key managerial personnel is as per the remuneration policy of the Company.

Stakeholder relationship Committee

The shareholder and investor grievances committee consists of the following three members:

Sri. N.M. Ananthapadmanabhan, Chairman

Sri. B. Sriram, Member

Sri. D. Ranganathan, Member

The Company Secretary acts as the Secretary to the Committee.

The Committee meets as and when required, to inter alia deal with matter relating to its term of reference. A meeting of the committee was held on 25-03-2023 during the year. terms of reference:

Redressal of shareholders and investors complaints including, but not limiting to, transfer of shares and issue of duplicate share certificates, non-receipt of annual report, non-receipt of declared dividends, etc.;

Monitoring transfers, transmissions, dematerialisation, rematerialisation, splitting and consolidation of shares issued by the Company; and such other acts, deeds, matters and things as may be stipulated in terms of the SEBI Listing Regulations and any other regulatory provisions and other matters as the Board of Directors may consider fit for effective redressal of shareholders and / or investors grievances. Based on the report received from M/s. SKDC Consultants Limited, the Registrar & Share Transfer Agent, as on March 31, 2023 there were no fresh complaints received from any shareholder during the year nor pending at the end of the year.

All recommendations of Committees of the Board which are mandatorily required have been accepted.

General Body Meetings:

The date, time and venue of the last three Annual General Meetings are given below:

Financial Year	Date and mode	Time	Location	Special Resolutions passed
2021-22	28-09-2022 Regular Meeting	10.00 AM	No.9, Ardra Hall Huzur Road Coimbatore -641018	1) Special resolution was passed for reappointment of Sri D. Ranganathan (DIN:00137566) as Wholetime Director for a period of three years from 24/06/2022 to 23/06/2025.
2020-21	23-09-2021 Video Conference	10.00 AM	Regd. Office Sengalipalayam NGGO Colony Post Coimbatore - 641022	Nil
2019-20	28-09-2020 Video Conference	10.00 AM	Regd. office, Sengalipalayam NGGO Colony PO., Coimbatore 641 022	Special resolution was passed for 1. Approval for reappointment of Sri Krishnamoorthi Narendra as independent Director. for further consecutive term of 5 years from 25th December 2020 to 24 th December 2025.

Means of communication

The Quarterly results as well as audited annual results as required under Reg.33 of the listing regulations are published in one daily English Newspaper "The Financial Express" and one regional Tamil newspaper "Malai Murasu". The Annual Reports, Quarterly reports and Annual Returns are made available in the "investors" section of the companys website www.veejaylakshmi.com which is user friendly and are easily downloadable. There were no news releases or media presentation during the year.

General shareholder information:

Annual General Meeting

AGM Date	September 13, 2023 Wednesday
Time	10.30 AM
Venue	Indian Chamber of Commerce & Industry,
	Avinashi Road, Coimbatore - 641 018

Book closure : From September 07, 2023 to September 13, 2023 (both days inclusive)

Financial calendar for 2022-23

Financial Year:	1st April, 2022 to 31st March,2023
Board meeting dates for approval of quarterly financial results:
1st Qtr. ended on June 30, 2022:	Within 45 days from the close of quarter
2nd Qtr. ended on September 30, 2022:	Within 45 days from the close of quarter
3rd Qtr. ended on December 31, 2022:	Within 45 days from the close of quarter
4th Qtr. ended on March 31, 2023:	Within 60 days from the close of quarter
Dividend Payment Date:	N A
Listing On Stock Exchanges:	BSE Limited

The Equity shares of the company are listed in BSE Ltd. (Bombay Stock Exchange). The Company has paid the listing fees to the stock exchange for the Financial Year 2022- 23.

Stock Code:

B S E Limited : 522267 ISIN with NSDL and CDSL: Equity Shares: INE466D01019

Stock Market Price Data

Market price data (High/Low) during each month in the financial year 2022-2023 on BSE Limited are as under:

Month	High (Rs)	Low (Rs)
April – 2022	72.50	60.05
May – 2022	72.30	46.55
June – 2022	55.85	40.10
July – 2022	49.00	43.00
August – 2022	45.85	39.00
September – 2022	47.35	42.10
October – 2022	48.00	41.60
November – 2022	47.95	42.00
December – 2022	47.00	40.00
January – 2023	47.90	38.05
February – 2023	40.00	31.15
March - 2023	37.89	29.05

Performance of company share price in comparison with BSE sensex:

The companys share price is not comparable with the BSE Sensex in view of the volume of shares traded being less.

Variations in the Market capitalization of the company, Price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2023	March 31, 2022
Market Capitalization of the Company (Rs. Lakhs)	1,674	3,221
Issued capital (in Nos)	50,71,900	50,71,900
Closing price at B S E Ltd. (Rs.)	33.00	63.50
Earning per share (Rs.)	(27.68)	1.96
Price Earning Ratio as at closing date	-	-

Note: Percentage increase over decrease in the market quotations of the shares in comparison to the rate at which the company came out with the last public offer: Not comparable in view of the last public offer having been made long back in 1994.

Registrar and Share Transfer Agents:

S K D C Consultants Limited "Surya," 35, Mayflower Avenue Behind Senthil Nagar

Sowripalayam Road, Coimbatore – 641 028

Telephone: + 91 0422-4958995, 2539835 /836,

Email: info@skdc-consultants.com : Web: www.skdc-consultants.com

Share Transfer system:

The share transfers are registered and returned within a period of thirty days from the date of receipt if documents are in order. The Share transfers are approved by share transfer committee, which meets as and when required.

Distribution of Shareholding as on 31^st March 2023

Shareholding of Nominal value of Rs.10 each	No. of Share holders	% of shareholders	Total no. of shares	% Of Shareholding
UPTO to 500	4,033	92.6914	4,54,058	8.96
501 to 1,000	145	3.3326	1,17,043	2.31
1001 to 2000	69	1.5858	98,627	1.95
2001 to 3000	36	0.8274	91,242	1.80
3001 to 4000	20	0.4597	71,402	1.41
4001 to 5000	10	0.2298	48,341	0.93
5001 to 10000	11	0.2528	76,025	1.50
1,0001 and above	27	0.6205	41,15,162	81.14
Grand total	4,351	100.000	50,71,900	100.00

Categories of shareholders as on 31^st March 2023

Category	No. of Shares Held	% of Shareholding
Promoter Holding
Promoter Holding	33,08,735	65.2366
Public share Holding
Mutual Funds and UTI	Nil	Nil
Banks, Fin. Institutions,	500	0.010
Insurance Companies
Govt./Govt. companies	200	0.004
Others
Directors & Relatives	72,760	1.4346
Private Corporate Bodies	30,985	0.6109
Indian Public	15,51,785	30.5957
NRI/OBCs	10,625	0.2095
I E P F Authority	96,310	1.8989

Dematerialization of shares:

Mode	No. of Shares	%
Demat	49,28,246	97.116
Physical	1,43,654	2.884
TOTAL	50,71,900	100.00

Outstanding GDRs/ ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:

The Company has not issued GDRs/ ADRs/Warrants or any other instrument convertible into equity.

Plant Locations

The Companys plants are located as under:

Engineering Division : Sengalipalayam, NGGO Colony Post, Coimbatore - 641 022

Textiles Division : Thekkampatti, Mettupalayam Taluk, Coimbatore - 641 113

Wind Mills:

Kethanur, Palladam, Tirupur - 638 671

Sinjuwadi, Pollachi, Coimbatore - 642 007

Irukkanthurai, Radhapuram, Tirunelveli - 627 001

Other disclosures a) related Party transactions

The company did not have any materially significant related party transactions having potential conflict with the interest of the company at large. The details of the related party transactions as per Accounting Standard-18 forms a part of Notes on accounts of the Financial Statements. All the related party transactions were in the normal course of business of the company. The policy on Related Party transactions and the quarterly reports thereof as submitted to the stock exchange are disclosed in the website of the Company, www.veejaylakshmi.com b) Compliance by the Company

The Company has complied with the requirements of the Listing Regulations as well as any other

SEBI regulations and guidelines applicable.

No penalty or strictures were passed by SEBI or any other statutory authority on any matter related to capital markets, during the year.

The Company has complied with all other mandatory requirements laid down under the provision of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 c) Vigil Mechanism and Whistle-Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the

Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been posted on the website of the Company www.veejaylakshmi.com

Your Company hereby affirms that no complaints were received during the year under review.

d. Policy for determining ‘material subsidiaries

The Company has no subsidiaries as at 31.3.2023.

e. Commodity price risks and Commodity hedging activities: during the financial year ended 31^st March, 2023

The Company did not engage in commodity hedging activities.

f. Disclosure of accounting treatment in the preparation of the financial statements

The Company has followed the Accounting Standards referred to in Section 133 of the Companies

Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

g. Utilization of funds raised

The Company has not raised any funds through preferential allotment or qualified institutional placement as specified under Regulation 32 (7A) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. h) a certificate from a Company secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Security Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority has been annexed to this report.

i) Acceptance of recommendation by committees

During the year under review, the recommendations made by the different Committees have been accepted and there were no instances where the Board of Directors had not accepted any recommendation of the Committees.

j) Payment to statutory auditors

The Company has paid a sum of Rs.2.90 Lakhs as fees on consolidated basis to the Statutory auditor for the services rendered by them.

k) Sexual harassment of women

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee. During the year 2022-23, no complaint was received by the committee. As such, there are no complaints pending as at the end of the financial year.

l) risk Management

Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board. The risk management policy of the Company is disclosed in the website of the company, www.veejaylakshmi.com

m) Non-compliance of Corporate Governance

There has been no instance of non-compliance of any requirement of Corporate Governance. The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations.

n) Certificate from Ceo/Cfo

The CEO/CFO certification of the financial statements for the year has been submitted to the Board of Directors, in its meeting held on 25-05-2023 as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations.

Address for correspondence

For any assistance, request or instruction regarding transfer or transmission of shares, dematerialisation of shares, change of address, non-receipt of annual report, dividend warrant and any other query relating to the Company, the investors may please write to the following address:

Registrars and Share Transfer Agent	The Company Secretary,
S K D C Consultants Limited	Veejay Lakshmi Engineering Works Limited
"Surya", 35, Mayflower Avenue	Sengalipalayam, NGGO Colony post,
Sowripalayam Road	Coimbatore - 641 022
Coimbatore - 641 028	Phone :	+91-422- 7373045125
Phone : + 91 0422-4958995, 2539835,	Email :	accounts@veejaylakshmi.com
Email : info@skdc-consultants.com		compsec@veejaylakshmi.com
Web : www.skdc-consultants.com

Pursuant to Reg.34(3) and Part D of Schedule V of SEBI (LODR) Regulations, 2015, I hereby declare that for the financial year ended March 31, 2023 the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the code of conduct stipulated by the Company. It is also confirmed that the Code of Conduct has been posted on the website of the Company.

Coimbatore (Sd.) J. Anand 25-05-2023 Managing Director

Certification BY Ceo / Cfo Pursuant to reG.17(8) and Part B of schedule ii of sebi (Lodr) regulations, 2015

To

The Board of Directors

Veejay Lakshmi Engineering Works Limited Coimbatore - 641 022 annual Certification BY Ceo / Cfo Pursuant to reG.17(8) and Part B of schedule ii of sebi (Lodr) regulations, 2015

As required under Reg. 17(8) and Part B of Schedule II of SEBI (LODR) Regulations, 2015

We hereby certify that :

We have reviewed financial statements and the cash flow statement for the financial year ended March 31, 2023 and that to the best of our knowledge and belief (a) (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) These statements together present a true and fair view of Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. (b) There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Companys Code of Conduct.

(c) We accept the responsibility of establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design and operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) Significant changes in internal control over financial reporting during the year.

(ii) Significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the

Involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

Coimbatore s ( d/-)

d. ranganathan (sd/-)

J. anand

25.05.2023 Wholetime Director(CFO) Managing Director(CEO)