Your Directors present the Forty Ninth Annual Report and the Company's audited financial statements for year ended 31st March 2024.
1. STATE OF COMPANY'S AFFAIRS, DIVIDEND AND RESERVE i. Financial performance/appropriations/transfer to reserves
The Company's financial performance for the year ended March 31,2024 is summarized below.
(' in Lakhs)
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Particulars
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Year ended 31.03.2024
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Year ended 31.03.2023
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Sales Turnover
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8709.10
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6397.19
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Profit/ (Loss) before Depreciation and taxes
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(235.11)
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(1151.74)
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Depreciation
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243.72
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252.56
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Profit / (Loss) before taxes
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(478.83)
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(1404.30)
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APPROPRIATIONS/ADJUSTMENTS
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Provision for Taxes - Current Tax of prior period
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0.00
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0
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- Deferred Tax
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(23.29)
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(0.26)
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Profit after tax - Transferred to retained earnings
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(455.54)
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(1404.04)
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The sales turnover for the year is Rs.8709.10 lakhs as against Rs. 6397.19 lakhs in the previous year. The increase in turnover Is mainly contributed by increase in capacity utilization in the textile division. The increase in the turnover has resulted in reduction in loss. The loss during the year is Rs. 455.54 lakhs as against the loss of Rs.1404.04 lakhs in the previous year. The entire loss has been transferred to Retained earnings. No Dividend has been considered due to loss.
ii. Operations:
The performance of the engineering division has been affected by reduced inflow of orders and low capacity utilization. Higher prices realized has resulted in decrease in loss in this division compared to last year. Textile Division increased its capacity utilization/sales turnover by more than 75%. As the margins were not adequate to cover the manufacturing costs, the textile operations also resulted in loss but the loss was lower than the last year due to increase in capacity utilization. More details are provided in the Management Discussion and Analysis report.
The total capital expenditure incurred during the year is Rs. 92.65 Lakhs.
INDUSTRIAL RELATIONS:
The relationship with the work men has been cordial in all the units of the Company.
R&D
The existing products of the company are under continuous development to improve productivity and reduce
cost of production.
BORROWINGS:
The Company has term loans availed from the Banks for capital expenditure and the loans provided
during the covid crisis for working capital. The total term loans outstanding from bank as at 31/03/2024 is
Rs.418.27 Lakhs.
For working capital, the Company has a fund based limit of Rs.1500 lakhs and non fund based limit of Rs.600 lakhs, totaling Rs.2100 lakhs. The fund based limit also can be used for non fund based requirements upto Rs.400 lakhs and the non fund based limit of Rs.600 lakhs can also be used as cash credit facility. The total outstanding of working capital limits as at 31/03/2024 is Rs.740.90 lakhs .
The Company has serviced the interest/repayment obligations of all the above loans, in time, without any delay.
The Company also has unsecured loans from Promoter Directors. The total loan amount as at 31/03/2024 is Rs.1700.00 lakhs. The interest rate is 7.5% p.a. Considering the losses for the year, the promoters have waived the interest on this loan for the year 2023-24. As per the terms stipulated by State Bank of India, the loan cannot be repaid without their approval and the rate of interest should not exceed the rate charged by the Bank for the credit facilities given to the Company.
The losses during the current year and in previous year have affected the liquidity position of the Company and reduction in net working capital. State Bank of India has also stipulated a condition that promoters have to infuse additional funds to improve the liquidity/current ratio/networking capital.
2. ANNUAL RETURN
The copy of the Annual return is disclosed in the Company's website www.veejaylakshmi.com
3. NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. Further details in this respect and details of meetings of the committees are provided under the report on Corporate Governance.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby state that
• in preparation of annual accounts for the financial year ended March 31,2024, the applicable Accounting standards have been followed along with proper explanation relating to material departures.
• the Directors have selected such accounting policies and applied them consistently and made Judgments 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 and of the profit and loss of the Company for the year ended 31st March, 2024.
• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
• the Directors have prepared the annual accounts for the financial year ending March 31,2024 on a going concern basis.
• the Directors had laid down internal financial controls to be followed by the Company and that such Internal controls are adequate and are operating effectively.
• the Directors have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems are adequate and operating effectively.
5. NOMINATION AND REMUNERATION COMMITTEE AND POLICY
The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in the Nomination and Remuneration Policy of the Company formulated in compliance with section 178 of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and independent directors and other matters as provided under sub-section(3) of Section178 of the Act. The Nomination and Remuneration Policy is available on the Company website www.veejaylakshmi.com.
6. DECLARATION BY INDEPENDENT DIRECTORS
The independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as independent directors under the provisions of the above act and the relevant rules
7. AUDITORS AND AUDITORS’ REPORT Statutory auditors
M/s. N R D Associates, Chartered Accountants, statutory auditors of the Company, hold Office till the conclusion of the Annual General Meeting to be held in 2027. The Auditors' Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Board has appointed Ms. Sakthi Arumugam, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report contains information on submission of reports to Stock Exchange beyond stipulated time lines.
8. PARTICULARS OF LOANS/GUARANTEE/ INVESTMENTS/DEPOSITS
The Company has not provided any Inter-Corporate Loans/ Guarantees. Details of other loans/advances and Investments of the Company in the shares of other Companies are provided under note 5 and 8(e) of notes to Balance Sheet appearing elsewhere in this Annual Report. The amount of investment made by the Company does not exceed the limits as specified in Section 186 of the Companies Act, 2013.
The Company has not accepted any deposits from public during the year and there are no deposits from the public as at 31.3.2024. The Company has unsecured loans from Promoter Directors.
9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and were on arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Your Directors draw attention of the members to note No.31 to the financial statement which sets out related party disclosures.
10. MATERIAL CHANGES AND COMMITMENTS AFTER 31/03/2024
No significant changes in the working of the Company from 31/03/2024 till the date of the report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure-3 to this report.
12. RISK MANAGEMENT
The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The identified elements of Risk and Risk Mitigation measures are periodically reviewed and revised by the Board of Directors. The Company’s Risk Management Policy, approved by the Board is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5) is not applicable to the Company.
13. EVALUATION OF BOARD PERFORMANCE
The Nomination and Remuneration Committee of the Company has formulated the criteria for evaluation of the performance of each director, Board of Directors, Committees of the Board and Independent Directors. Based on this and the guidelines in this regard issued by SEBI the performance evaluation has been undertaken. A separate meeting of independent directors has been convened for this purpose during the year.
14. ADDITIONAL INFORMATION AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014
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Sl.
No.
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Particulars
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Related disclosure
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i.
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The financial summary or highlights
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The financial highlights including State of Affairs of the Company, Dividend and Reserve have been provided elsewhere in this report
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ii.
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The change in the nature of business
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The business of the Company is manufacture of cotton yarn, knitted fabric, Two for One Twisting Machines and Assembly Winders. There was no change in the business of the Company.
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iii.
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The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year
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No Change during the year
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iv.
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The names of the Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year
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NIL
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v.
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The details relating to deposits, covered under Chapter V of the Act
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The Company has not accepted any amount which falls under the purview of Chapter V of the Act.
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vi.
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(vi) The details of deposits which are not in compliance with the requirements of Chapter V of the Act.
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Nil
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vii.
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The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
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No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company.
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viii.
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The details in respect of adequacy of internal controls with reference to the Financial Statements
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The Company has adequate internal financial controls in place with reference to financial statements. During the year such controls were reviewed and ensured that it had no material weakness.
The financial statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Affairs
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ix.
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Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013
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The Company has duly made and maintained the Cost Records.
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15. DIRECTORS
Smt. Arthi Anand Director will retire by rotation at the ensuing Annual General meeting and being eligible she offers herself for re appointment.
16. AUDIT COMMITTEE AND VIGIL MECHANISM
The Audit Committee comprises Independent Directors Sri N.M. Ananthapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director Sri D.Ranganathan. All the recommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or over telephone or by a letter to the Chairman of the Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company’s website www.veejaylakshmi.com
17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
As per the provisions of Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No complaints were received by the committee during the year 2023-24.
18. LISTING OF EQUITY SHARES
The Company’s equity shares continue to be listed at BSE limited and we confirm that listing fee for the financial year 2023-24 has been paid.
19. PARTICULARS RELATING TO REMUNERATION OF DIRECTORS/EMPLOYEES
Disclosure under sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:
a. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ended March 31,2024 and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the Financial Year ended March 31,2024:
Median remuneration of employees in the financial year 2023-24. : Rs. 135480/- pa.
b. There has been no increase in the median remuneration of the employees over that during the financial year 2023-24.
c. Number of employees on the rolls of Company as on 31st March, 2024 : 450
d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase in remuneration other than managerial personnel is 27.88% and average percentile increase / (decrease) in remuneration for managerial personnel is (1.97)%
e. Affirmation that the remuneration is as per the remuneration policy of the Company:
Your Directors affirm that the remuneration is as per the Nomination and Remuneration Policy of the Company.
f. Details of top ten employees in terms of gross remuneration:
Details given in Annexure 4.
g. There are no employees who are paid remuneration in excess of Rs. 102 lakhs per annum or Rs.8.5 lakhs per month
20. CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS
The prescribed Form AOC-2 in this respect is attached as Annexure 2.
22. CORPORATE SOCIAL RESPONSIBILITY
Not applicable to the Company under the relevant provisions of the Companies Act, 2013.
23. ASSOCIATE COMPANY
The Company holds 26.2% shares in M/s Veejay Sales and Services Limited which falls under the category of Associate Company as per the provisions of the Companies Act. The main income of the company is from generation of power through wind mills and the details are furnished separately in this report under Annexure-I.
24. ACKNOWLEDGEMENT
The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers, business partners and group companies and shareholders for their support. The Directors would like to thank the Bankers as well. The Directors would take this opportunity to express their appreciation for the dedicated efforts of the employees and their contribution which is deeply acknowledged.
For and on behalf of the Board of Directors Coimbatore (Sd/-) V.J. JAYARAMAN
May 29, 2024 Chairman
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