The Board of Directors of your Company are pleased to present the 61st Annual Report on the Business of the Company along with the Standalone summary of Financial Statements for the year ended 31st March 2024.
1. The State of Affairs of the Company, Reserve and Dividend
The Board has prepared its report based on the Standalone Financial Statements of the Company and the Annual Report contains a separate section wherein a report on the Performance and Financial position of its Wholly Owned Subsidiary Companies are presented in Form AOC-1.
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Financial Summary/highlights and transfer to General Reserve
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(Rs. in Crores)
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Sl.
No
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Particulars
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Current Year 2023-24
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Previous Year 2022-23
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1
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Total Income
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4,738.94
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4,689.26
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2
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Operating Expenses
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4,167.32
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4,130.42
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3
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Exceptional Items
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-
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-
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4
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Gross Profit
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571.62
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558.84
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5
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Depreciation
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91.74
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73.43
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6
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Profit before Tax
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479.88
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485.41
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7
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Provision for Tax
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108.50
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135.20
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8
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Net Profit after Tax
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371.38
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350.21
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The Company's Gross Turnover is at H4,520.17 Crores during the year compared to H4,456.69 Crores in the previous year.
TRANSFER TO RESERVE:
The Company has transferred a sum of H37 Crores out of the current year profits to the General Reserve.
Dividend:
The Board recommends a dividend of H75/- per Equity Share having a face value of H10/- each (750%) on the Equity Share Capital of H10,68,30,000/- for the year ended on 31st March 2024 aggregating to H80.12 Crores. As per Finance Act, 2020, the Dividend is taxable in the hands of the Shareholders. Dividend on Equity Shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting.
The Unclaimed Dividend relating to the Financial Year 2016-17, is due for transfer during October 2024 to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, as per the requirements of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) 200 Equity Shares of H10/- each on which Dividend had remained Unclaimed
for a period of 7 years has been transferred to the credit of the Demat Account identified by the IEPF Authority. As on 31st March 2024, 53,536 Equity Shares of the Company were in the credit of the Demat Account of the IEPF Authority.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy which has been duly approved by the Board of Directors. A copy of the Dividend Distribution Policy is available on the Company's website www.lmwglobal.com.
STATE OF AFFAIRS OPERATIONS
A detailed overview of the global and Indian economy has been provided in the Management Discussion and Analysis Report. Also, the state of affairs of each division during the year under review has been provided in detail within the same report.
Overall, the Company's Gross Turnover increased by 1.42% from H4,456.69 Crores in 2022-23 to H4,520.17 Crores in 2023-24; the Profit before exceptional items and Tax stood at H479.88 Crores in FY 2023-24 as against H485.41 Crores in FY 2022-23.
The Net Profit after Tax for Financial Year 2023-24 was H371.38 Crores as against H350.21 Crores for the FY 2022-23.
FOUNDRY DIVISION (FDY)
The Foundry Division reported a Turnover of H105.18 Crores in 2023-24 as against H95.70 Crores registered in 2022-23, an increase of 9.90%. Exports accounted for 18.40% of the division's Turnover.
TEXTILE MACHINERY DIVISION (TMD)
During the year under review, the Textile Machinery Division had a Turnover of H3,440.96 Crores in 2023-24 as against H3,486.99 Crores registered in 2022-23, an decrease of 1.32% over the previous year.
MACHINE TOOL DIVISION (MTD)
The Machine Tool Division reported a Turnover of H831.89 Crores in 2023-24 as against H779.19 Crores registered in 2022-23, an increase of 6.76% over the previous year.
ADVANCED TECHNOLOGY CENTRE (ATC)
Advanced Technology Centre had a Turnover of H142.14 Crores in 2023-24 as against H94.81 Crores achieved in 2022-23. Other income during the period under review was H18.05 Crores as against H15.94 Crores in the previous year.
RENEWABLE ENERGY DIVISION
The Company has a policy of tapping renewable resources for power generation. The Company has the necessary infrastructure in place to generate electricity from wind and solar resources. This helps the Company to meet its own energy requirements mostly from sustainable sources.
As on 31st March 2024, the Company had 28 Wind Energy Generators (WEG) with a total power generation capacity of 36.80 MW. Cumulatively, windmills have generated 745.92 Lakh units of power during 2023-24.
During the year under review, in the month of January 2024, the Company had installed 5MW of new Solar Power Generating facility at Vadasithur, Coimbatore, Tamil Nadu. Including this new addition, the Company has in total 15MW of Solar Power Generating capacity. As on 31st March 2024 these facilities have generated 231.43 Lakh units of power.
About 77.76% of energy demand of the Company has been met through renewable energy and thereby helping the Company to reduce its power cost and its carbon footprint.
OTHER DEVELOPMENTS
The Company had entered into a Joint Development Agreement with M/s Infinium Developers LLP to develop residential villas and apartments on the Company's land measuring 4.21 acres located at Keeranatham Village, Annur Taluk, Coimbatore District. The Company will have a revenue share of 24.50% from residential villas and 17.50% from
residential apartments in the proposed project. Parties to the agreement are in the process of obtaining necessary statutory approvals and the project is yet to commence.
EXPORTS
The Export Turnover of the Company during the year under review is as follows:
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(H in Crores)
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Particulars
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2023-24
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2022-23
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Textile Machinery
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564.46
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859.48
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CNC Machine Tools
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2.73
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6.73
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Castings
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19.40
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22.05
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Aerospace Parts
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132.25
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87.08
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Total Exports
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718.84
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975.34
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Export of Textile Machinery as stated above includes exports worth H178.18 Crores made to its Wholly Owned Subsidiary Companies, LMW Textile Machinery (Suzhou) Co. Ltd., China and LMW Global FZE (formerly known as LMW Middle East FZE), United Arab Emirates. Amongst other countries, the Company's products are primarily exported to countries in Asia and Africa.
RESEARCH AND DEVELOPMENT
The Research and Development efforts of the Company are focused on:
1. Developing eco-friendly, sustainable, energy efficient, low carbon footprint technology.
2. Developing technology for production of innovative machinery.
3. Developing end-use products at optimal cost. Separate Research and Development units have been established for the development of Textile Machinery and CNC Machine Tools. Both these facilities have been recognised by the Department of Science and Technology, Government of India as in-house R&D facilities.
During the year under review, the Company has filed applications for 7 new patents in India. Further, 26 patent applications were filed in overseas countries for which applications were already filed by the Company in India. Also, during the period under review, the Company has filed 3 applications in India and 4 applications were filed in overseas countries for Industrial Design.
AWARDS
Some of the important awards bagged by the Company during the Financial Year 2023-24:
1. CII recognition of the Company as one among the Top 50 innovative companies in India.
2. Textile Machinery Manufacturers Association's Segment Export Award for the year 2022-23.
3. Textile Machinery Manufacturers Association's R&D Award for the products Card LC631S and LC636S
During the year under review, the Company's Foundry Division has received the GreenCo Platinum certification from the Confederation of Indian Industry..
INDUSTRIAL RELATIONS
Relationship with employees were cordial throughout the year.
SUBSIDIARY COMPANIES
I. LMW TEXTILE MACHINERY (SUZHOU) CO. LTD., CHINA
The Turnover of the Company during the year under review was H27.63 Crores as against H272.22 Crores achieved during the previous year. During the year, the Company had incurred a Net Loss of H12.65 Crores as against a Net Profit of H23.76 Crores during the previous year.
II. LMW AEROSPACE INDUSTRIES LIMITED, INDIA
As on date of this report, the Company is yet to commence its operations.
III. LMW GLOBAL FZE, UNITED ARAB EMIRATES
During the year under review, the name of the Company was changed from "LMW Middle East FZE" to "LMW Global FZE".
The Turnover of the Company during the year under review was H249.13 Crores as against H120.49 Crores achieved during the previous year. During the year, the Company has achieved a Net Profit of H14.93 Crores as against a Net Profit of H8.12 Crores during the previous year.
The Consolidated Financial Statements incorporating the Financial Statements of the Wholly Owned Subsidiary Companies are attached to the Annual Report as required under the applicable Indian Accounting Standard(s) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The English translated version of the Standalone Annual Financial Statements of LMW Textile Machinery (Suzhou) Co. Ltd, China, Wholly Owned Subsidiary Company is posted on the Company's website along with the Annual Financial Statements of other Wholly Owned Subsidiary Companies, namely, LMW Aerospace Industries Limited, India and LMW Global FZE, United Arab Emirates. Besides LMW Textile Machinery (Suzhou) Co. Ltd., LMW Aerospace Industries Limited and LMW Global FZE, the Company does not have any other Subsidiary/ Joint Venture / Associate Company.
2. Annual Return
The Annual Return of the Company for the Financial Year 2023-24 as required under Section 92(3) of the Act is available on the website of the Company and can be accessed on the Company's website at the link https://www.lmwglobal.com/ investors/financial-and-meeting-information/annual-general-meeting.html.
3. Number of Meetings of the Board
During the year under review, four (4) Meetings of the Board of Directors were held. Further details regarding the number of Meetings of the Board of Directors and Committees thereof and the attendance of the Directors at such Meetings are provided under the Corporate Governance Report.
4. Directors' Responsibility Statement
The Directors', based on representation received from the Operating Management, confirm that:
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) 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 that period;
c) Have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) Have prepared the annual accounts on a going concern basis;
e) Have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and are operating effectively.
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5. Share Capital
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Authorised Share Capital
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5,00,00,000 Equity Shares of H10/- each
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Issued, Subscribed and Paid-up Share Capital
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1,06,83,000 Equity Shares of H10/- each
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During the year under review, the Company
- Has not issued Equity Shares with differential rights as to dividend, voting or otherwise.
- Has not issued Equity Shares (including Sweat Equity Shares) to employees of the Company, under any scheme.
- Has not resorted to any buyback of the Equity Shares.
6. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
During the year, no applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.
7. Nomination and Remuneration Committee and Policy
The Nomination and Remuneration Committee of Directors has been formed and has been empowered and authorised to exercise power as entrusted under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (both as amended from time to time). The Company has a policy on Directors' / Senior Management appointment and remuneration which specifies criteria for determining the qualification, positive attributes for Senior Management and Directors. The policy also specifies the criteria for the determination of independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy is available on the Company's website at: https://www.lmwglobal.com/investors/ Policies.html
8. Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board indicating that they comply with all the requirements that are stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Directors in the Company. Further, they have also declared that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Independent Directors of the Company have complied with the requirements of the provisions in relation to the Independent Directors Databank as stated in the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.
9. Explanation and Comments on Audit Report
The report of the Statutory Auditors (appearing elsewhere in this Annual Report) is self-explanatory having no adverse comments. In respect of the observation made by the Secretarial Auditors the same is self-explanatory. The Secretarial Audit Report is annexed hereto as Annexure-1.
Further, the Secretarial Compliance Report for the financial year ended on 31st March 2024 will be filed with the Stock Exchanges in which the Company's equity shares are listed.
There were no instances of fraud reported by the Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143 (12) of the Companies Act, 2013.
10. Particulars of Loans / Guarantee / Investments / Deposits
The Company has no Inter-Corporate Loans / Guarantees. Information on investments of the Company in the Shares of other companies is provided under 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 Fixed Deposits.
11. Particulars of Contracts with Related Parties
All the transactions of the Company entered into with its Related Parties are at arm's length basis and have taken place in the ordinary course of business. Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had obtained the approval of the Shareholders to enter into material related party transactions with one of its related parties.
The particulars of Material Related Party Transactions which are at arm's length basis is provided in Form AOC-2 and the same is annexed to the Boards' Report as Annexure -2. A copy of the Related Party Transaction Policy of the Company is available on the Company's website www.lmwglobal.com
12. Material Changes
There are no Material Changes or Commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial year ended 31st March 2024 relate and the date of the report.
13. Scheme of Arrangement
During the review period, the Board of Directors of the Company, considering the evolving business landscape, approved the proposal for withdrawing the Scheme of Arrangement between the Company and its wholly owned subsidiary, LMW Aerospace Industries Limited. This scheme was previously pending before the Honourable National Company Law Tribunal, Chennai Bench (NCLT). Following the Board's decision, the Company submitted an application to the NCLT seeking withdrawal of the Scheme of Arrangement. Subsequently, the NCLT issued an order approving the withdrawal. The Company has duly communicated this development to the Stock Exchanges.
14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo
The particulars pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as under:
STATEMENT FOR CONSERVATION OF ENERGY:
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Sl.
No
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Particulars
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Related Disclosures
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(A)
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Conservation of Energy
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(i)
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the steps taken or impact on conservation of energy
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Company has invested in energy conservation devices to save power as detailed in point (iii) below.
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(ii)
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the steps taken by the Company for utilising alternate sources of energy.
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Company has installed windmills with a capacity of 36.80 MW. The Company also has a photo-voltaic solar power generating facility with an installed capacity of 15 MW. The Company uses electricity generated from renewable sources for captive power consumption.
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(iii)
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the capital investment on energy conservation equipment.
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An amount of H28.50 Crores has been invested in renewable energy during 2023-24 for increasing the renewable energy generation by additional one crore energy units. An amount of H50 Lakhs has been invested in Foundry Division, for installing an energy efficient compressor, resulting in savings of H34.70 Lakhs. Also in the Foundry Division Compressor airline leakages were corrected and a savings of H40.13 Lakhs was achieved. In the Textile Machinery Division energy efficient pump motor, VFD drives for motors and exhaust, LED bulbs, BLDC fans were installed, and screw compressor replacement was done. Also, use of diesel in canteen and powder coating facility was eliminated, thereby use of about 1,49,600 litres of diesel was avoided. This resulted in total cost savings of H1.41 Crores and resulted in reduction of 1,540 ton/year of CO2 emissions.
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TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION (B1) Technology Absorption - Foundry Division
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(i)
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Efforts made towards technology absorption;
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Technical lectures in multiple subjects and specialisation/ skill building exercises, visit to benchmark foundries & participation in Indian Institute of Foundrymen seminars and exhibitions to absorb the best practices and new technology.
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(ii)
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Benefits derived like product improvement,
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1. Ability to build heavy parts like Housing, Adaptor
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cost reduction, product development or import
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Flange and Bearing Flange for windmills.
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substitution;
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2. Ability to build heavy parts like Hub for automobile industry.
3. Alternative coating for core / mould that provide cost advantage were developed.
4. Enhanced ability to make use of reclaimed sand.
5. System developed for collection & disposal of dust through jumbo bags.
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(iii)
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In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
a. the details of technology imported;
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b. the year of import;
c. whether the technology has been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reason thereof
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Nil
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(iv)
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Expenditure incurred on Research and Development
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Capital Expenditure: Nil Revenue Expenditure: Nil Total: Nil
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(B2) Technology Absorption - Textile Machinery Division
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(i)
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Efforts made towards technology absorption;
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1. Technical guest lectures in various subjects and specialisations/skill building exercises, in-depth IPR analysis and review, theoretical simulation.
2. Adoption of IoT technology for industry 4.0 readiness.
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(ii)
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Benefits derived like product improvement,
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1. Development of Smart machines that are capable of
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cost reduction, product development or import
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self-correction to ensure quality output.
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substitution;
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2. Improved automation across machinery to address the shortage of skilled manpower.
3. Development of Spinconnect platform encompassing IOT / AI.
4. Reduction in power consumption by machinery.
5. Import substitution of spindle inserts and yarn catcher.
6. Continuous value engineering efforts to control the cost despite inflation.
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(iii)
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In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
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a. the details of technology imported;
b. the year of import;
c. whether the technology has been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reason thereof;
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Nil
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(iv)
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Expenditure incurred on Research and Development
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Capital Expenditure: H4.98 Crores Revenue Expenditure: H30.11 Crores Total: H35.09 Crores
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(B3) Technology Absorption - Machine Tool Division
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(i)
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Efforts made towards technology absorption;
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Technical guest lectures in various subjects and, specialisations / skill building exercises, in-depth IPR analysis and review, theoretical simulation.
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(ii)
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Benefits derived like product improvement, cost reduction, product development or import substitution;
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Product Improvement:
Rigidity improvement in Turning Centre / Machining Centre, development / upgrade in product range to bridge product gaps.
New Products under development:
New products are being developed in the product verticals / variants such as CNC Turning Centre, Horizontal Machining Centre and Vertical Machining Centre.
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(iii)
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In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
a. the details of technology imported;
b. the year of import;
c. whether the technology has been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reason thereof;
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Nil
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(iv)
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Expenditure incurred on Research and Development
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Capital Expenditure: Nil Revenue Expenditure: H4.86 Crores Total: H4.86 Crores
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(B4) Technology Absorption - Advanced Technology Centre
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(i)
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Efforts made towards technology absorption;
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1. Technical guest lectures on various subjects and specialisations/skill building exercises.
2. Engaging with start-ups that are developing novel products leads to understanding of emerging technologies.
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(ii)
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Benefits derived like product improvement, cost reduction, product development or import substitution;
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1. Manufacture/development of components and subassemblies using metal/composite materials.
2. Identifying and developing the critical & high-value adding processes in-house.
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(iii)
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In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
a. the details of technology imported;
b. the year of import;
c. whether the technology has been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reason thereof;
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Nil
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(iv)
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Expenditure incurred on Research and Development
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Capital Expenditure: Nil Revenue Expenditure: Nil Total: Nil
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FOREIGN EXCHANGE EARNINGS AND OUTGO:
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(H in Crores)
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Foreign Exchange Earned
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720.81
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Foreign Exchange Outgo
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374.71
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15. Risk Management
The Company follows a comprehensive and integrated risk appraisal, mitigation and management as stated in its Risk Management Policy. The identified elements of Risk and Risk Mitigation measures are periodically reviewed / revised by the Board of Directors as and when the need arises. The Board of Directors have also constituted a Risk Management Committee to oversee the Risk Management process.
16. Corporate Social Responsibility (CSR)
The Company has constituted a CSR Committee of the Board of Directors and has adopted a CSR Policy. The same is posted on the Company's website www.lmwglobal.com. A report in the prescribed format detailing the CSR expenditure for the Financial Year 2023-24 is attached herewith as Annexure - 3 and forms a part of this report.
17. Evaluation of Board's Performance
On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the criteria for evaluation of the performance of each individual Director, Board as a whole, Committees of the Board, Independent Directors, Non-Independent Directors and the Chairman of the Board based on the criteria of evaluation as specified by SEBI. Based on these criteria the performance evaluation process has been undertaken. The Independent Directors of the Company had also convened a separate Meeting for this purpose on 12th February 2024. The results from this evaluation process have been communicated to the Chairman of the Board of Directors.
18. Directors and Key Managerial Personnel
The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 27th May 2024, after considering the qualifications, credentials and the required criteria as per statutory requirements, have recommended to the Shareholders for their approval, the proposal for appointment of:
1. Sri Venkataramani Anantharamakrishnan (DIN: 00277816), as an Independent Director of the Company for a period of 5 consecutive years commencing from 5th August 2024 and not liable to retire by rotation.
2. Smt Pushya Sitaraman (DIN: 06537196), as an Independent Woman Director of the Company for a period of 5 consecutive years commencing from 5th August 2024 and not liable to retire by rotation.
Further details and information regarding the same can be found in the Notice to Shareholders forming a part of the Annual Report.
The following changes happened during the period under review:
1. Sri K Soundhar Rajhan (DIN: 07594186), retired by rotation at the 60th Annual General Meeting held on 31st July 2023, The vacancy caused on account of his resignation was not filled by the Board.
2. Sri Jaidev Jayavarthanavelu (DIN: 07654117) was appointed as Wholetime Director of the Company by the Board of Directors at their meeting held on 24th May 2023, for a period of Five years commencing from 7th August 2023 and the same was approved by the Shareholders at the 60th Annual General Meeting of the Company held on 31st July 2023.
3. Sri M Sankar (DIN: 10362673) was appointed as Wholetime Director (designated as Director Operations) by the Board of Directors at their meeting held on 25th October 2023, for a period of Three (3) years commencing from 25th October 2023, subject to the approval of the Shareholders. The approval from Shareholders was subsequently obtained through Postal Ballot dated 16th December 2023.
4. Sri T C Suseel Kumar (DIN: 06453310) resigned from the post of Nominee Director of Life Insurance Corporation of India with effect from 26th January 2024, on completion of his nomination tenure.
Besides the above changes, there were no other changes in the Directors and Key Managerial Personnel of the Company.
Sri S Pathy (DIN: 00013899), who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for reappointment. The Board recommends his reappointment.
19. Audit Committee / Whistle Blower Policy
The Audit Committee was formed by the Board of Directors', and it consists of:
1. Dr Mukund Govind Rajan, Chairman (Non-Executive
and Independent)
2. Sri Aditya Himatsingka, Member (Non-Executive and Independent)
3. Justice (Smt) Chitra Venkataraman (Retd.), Member (Non-Executive and Independent)
The Board has accepted the recommendations of the Audit Committee and there was no incident of deviation from such recommendations during the Financial Year under review. The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof is available on the Company's website at www.lmwglobal.com. During the year under review, there were no complaints received under this mechanism.
20. Prevention of Sexual Harassment of Women at the Workplace
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Information regarding the same is also provided in the Corporate Governance Report forming part of Directors' Report.
21. Listing of Shares
The Shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited. Applicable listing fees have been paid up to date. The Shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchanges.
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22. Overall Maximum Remuneration
Particulars pursuant to Section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules:
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a.
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The ratio of the remuneration of each Director to the median employee's remuneration for the Financial Year and such other details as prescribed is as given below:
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Director
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Category of Directorship
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Ratio
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Sri Sanjay Jayavarthanavelu
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Executive and Non -Independent
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249.48
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|
Sri S Pathy
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Non-Executive and Non-Independent
|
1.15
|
|
Sri Aditya Himatsingka
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Non-Executive and Independent
|
1.15
|
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Dr Mukund Govind Rajan
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Non-Executive and Independent
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1.15
|
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Sri T C Suseel Kumar1 (until 26th January 2024)
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Non-Executive and Non-Independent, Nominee of Life Insurance Corporation of India (LIC)
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1.15
|
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Justice (Smt) Chitra Venkataraman (Retd.)
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Non-Executive and Independent (Woman)
|
1.15
|
|
Sri Arun Alagappan
|
Non-Executive and Independent
|
1.15
|
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Sri K Soundhar Rajhan (until 31st July 2023)
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Executive and Non-Independent
|
6.61
|
|
Sri Aroon Raman
|
Non-Executive and Independent
|
1.15
|
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Sri Jaidev Jayavarthanavelu (with effect from 07th August 2023)
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Executive and Non-Independent
|
7.66
|
|
Sri M Sankar (with effect from 25th October 2023)
|
Executive and Non-Independent
|
7.70
|
|
Note: Sitting Fees paid to the Directors is not considered as remuneration.
1 Sitting fee amount was paid to Sri T C Suseel Kumar and the Commission amount was paid to Life Insurance Corporation of India (LIC) based on communication received from LIC.
|
|
b.
|
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the Financial Year:
|
| |
Director
|
Category of Directorship % increase
|
|
Sri Sanjay Jayavarthanavelu
|
Executive and Non-Independent
|
-3.46
|
|
Sri S Pathy
|
Non-Executive and Non-Independent
|
-
|
|
Sri Aditya Himatsingka
|
Non-Executive and Independent
|
-
|
|
Dr Mukund Govind Rajan
|
Non-Executive and Independent
|
-
|
|
Sri T C Suseel Kumar1 (until 26th January 2024)
|
Non-Executive and Non-Independent, Nominee of Life Insurance Corporation of India (LIC)
|
-
|
|
Justice (Smt) Chitra Venkataraman (Retd.)
|
Non-Executive and Independent (Woman)
|
-
|
|
Sri Arun Alagappan
|
Non-Executive and Independent
|
-
|
|
Director
|
Category of Directorship
|
% increase
|
|
Sri K Soundhar Rajhan2 (until 31st July 2023)
|
Executive and Non-Independent
|
NA
|
|
Sri Aroon Raman3
|
Non-Executive and Independent
|
NA
|
|
Sri Jaidev Jayavarthanavelu4 (with effect from 7th August 2023)
|
Executive and Non-Independent
|
NA
|
|
Sri M Sankar5 (with effect from 25th October 2023)
|
Executive and Non-Independent
|
NA
|
|
Key Managerial Personnel
|
Designation
|
% increase
|
|
Sri V Senthil
|
Chief Financial Officer
|
10.05
|
|
Sri C R Shivkumaran
|
Company Secretary
|
5.70
|
1 Sitting fee amount was paid to Sri T C Suseel Kumar and the Commission amount was paid to Life Insurance Corporation of India (LIC) based on communication received from LIC.
2 Retired from the Board on 31st July 2023. Hence not comparable with previous year.
3 Previous year commission was paid for a part of the year.
4 Was designated as Non-Executive and Non-Independent Director until 6th August 2023.
5 Previous year figures not available.
Note: Sitting fees paid to the Directors is not considered as remuneration. The remuneration details are for the year 2023-24 (Previous Year: 2022-23).
c. The Percentage increase in the median remuneration of employees in the Financial Year: 6.57%
d. The number of permanent employees on the rolls of Company: 3,590
e. Average percentile increase in the salaries of employees other than the managerial personnel in the last Financial Year is 9%. Average percentile increase in the managerial remuneration is -2% on account of decrease in profit linked remuneration.
f. Affirmation that the remuneration is as per the remuneration policy of the Company: Yes
g. Particulars of Employees as per [Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel Rules), 2014]:
Particulars of Employees whose salary is not less than Rupees One Crore and Two Lakhs:
|
Table 1 1- 2 & 3
|
| |
|
|
|
Date of
|
|
|
Name
(Age in Years)
|
Designation
|
Remuneration
(in D)
|
Qualification
|
Commencement of employment
|
Previous
Employment
|
| |
|
|
|
(experience in years)
|
|
|
Sri Sanjay
|
Chairman
|
21,74,76,580
|
MBA
|
03rd June 1994
|
-
|
|
Jayavarthanavelu
|
and Managing
|
|
|
(29 years)
|
|
|
(55 years)
|
Director
|
|
|
|
|
|
Sri K Soundhar
|
Chief Strategy
|
2,20,51,416
|
B.Sc
|
09th July 1973
|
The Kovilpatti
|
|
Rajhan4
|
Officer
|
|
|
(50 years)
|
Lakshmi Roller
|
|
(75 years)
|
|
|
|
|
Flour Mills Limited
|
|
Sri M Sankar5
|
Director
|
1,63,92,885
|
B.Tech
|
21st August 1985
|
Star Marketing
|
|
(66 years)
(with effect from 25th October 2023)
|
Operations
|
|
|
(38 years)
|
Services Limited
|
|
Sri N Krishna Kumar
|
President -
|
1,05,76,904
|
B.E., M.E.
|
01st July 1983
|
-
|
|
(66 years)
|
ATC&FDY
|
|
|
(40 years)
|
|
|
1 The remuneration includes the Company's contribution to provident fund, gratuity and perquisites.
2 The remuneration details are for the Financial Year 2023-24 and all other particulars are as on 31st March 2024.
|
|
|
3 Also refer to note 2 & 3 under Table 2.
|
|
|
|
|
|
4 Was designated as Director Operations until 31st July 2023.
5 Was designated as President - TMD till 24th October 2023.
|
|
|
|
Details of employees in receipt of Remuneration / Salary for any part of the year, at a rate which, in the aggregate, was not less than H8,50,000/- per month: Nil
23. Corporate Governance
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company is provided elsewhere in this Report. A report of the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report as Annexure - 4 and forms a part of the report.
24. Auditors
Statutory Auditor
Consequent to the approval of the Shareholders at their Annual General Meetings held during 2021 & 2022 respectively, M/s S Krishnamoorthy & Co., Chartered Accountants, with Sri B Krishnamoorthi and / or Smt V Indira as signing partners were appointed as Statutory Auditors of the Company for a second term of 5 (five) consecutive financial years commencing from the financial year 2021-22 and shall hold office
|
Particulars of Top Ten employees in terms of remuneration drawn: Table 2
|
1,2,3,4 & 5
|
|
|
Name
(Age in Years)
|
Designation
|
Remuneration (in D)
|
Qualification
|
Date of
Commencement of employment (experience in years)
|
Previous
Employment
|
|
Sri V Senthil (45 years)
|
Chief Financial Officer
|
82,71,734
|
B.Com., ACA.
|
23rd January 2015 (9 years)
|
LMW Textile Machinery (Suzhou)
Company Limited
|
|
Sri R Hari Krishna (54 years)
|
Vice President - IT
|
71,83,981
|
BE.
|
19th August 2019 (4 years)
|
Tata Projects Limited
|
|
Sri S Rajasekaran (57 years)
|
Senior Vice President -TMD, R & D
|
68,55,147
|
DTT., AMIE., M. Tech., DBM.
|
2nd May 1986 (38 years)
|
VR Textiles
|
|
Sri R Murali (55 years)
|
Head - TMD Spares & Services
|
68,06,298
|
DME., B Tech.
|
01st February 2022 (2 years)
|
Ashok Leyland Ltd
|
|
Sri Indraneel Bhattacharya (59 years)
|
Vice President -MTD - Marketing & Sales
|
64,89,532
|
DME.
|
08th February 1993 (31 years)
|
Batliboi & Company Limited
|
|
Sri P Ananthan (55 years)
|
Vice President -Administration
|
64,24,504
|
BE.
|
17th August 1989 (34 years)
|
-
|
|
Sri Sanjay Ahuja (44 years)
|
Head - Human Resources
|
63,96,279
|
BE., MBA.
|
03rd May 2021 (3 years)
|
TVS Motor Company Limited
|
|
Sri Jaidev Jayavarthanavelu5 (25 years)
|
Wholetime
Director
|
63,23,226
|
BA (Hons).
|
7th August 2023
|
|
|
Ms Shah Sonal Manilal (41 years)
|
Senior General Manager - IT Digital Marketing
|
60,61,632
|
BA., PGDBM (Marketing).
|
17th August 2022 (1 year)
|
Seclore Technology Private Limited
|
|
Sri P Elangovan (50 years)
|
Associate Vice President
|
58,59,671
|
DME.,
B Tech., MS., PG Diploma.
|
07th May 2018 (6 years)
|
Wabco India Limited
|
1 The remuneration includes Company's contribution to provident fund, gratuity and perquisites. The nature of employment of the employees is as per their terms of appointment.
2 As at 31st March 2024, no employee is a relative (in terms of the Companies Act, 2013) of any other Director of the Company.
3 No employee of the Company is covered by Rule 5(2) (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, that is employee, holding by himself or along with his spouse and dependent children, shares of 2% or more in the Company and drawing remuneration in excess of the remuneration paid to Chairman and Managing Director.
4 The remuneration details are for the Financial Year 2023-24 and all other particulars are as on 31st March 2024.
5 Appointed as Wholetime Director with effect from 7th August 2023. Sri Jaidev Jayavarthanavelu is the son of Sri Sanjay Jayavarthanavelu, Chairman and Managing Director.
|
27. Additional Information
As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional information is provided:
|
|
(i)
|
The financial summary or highlights.
|
The financial highlights including information on the state of affairs of the Company, dividend and reserve have been provided elsewhere in this report.
|
|
(ii)
|
The change in the nature of business, if any.
|
There is no change in the business line of the Company.
|
|
(iii)
|
The names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year.
|
No changes.
|
|
(iv)
|
The details relating to deposits, covered under Chapter V of the Companies Act, 2013.
|
The Company has not accepted any amount which falls under the purview of Chapter V of the Companies Act, 2013.
|
|
(v)
|
The details of deposits which are not in compliance with the requirements of Chapter V of the Act.
|
Not Applicable.
|
|
(vi)
|
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.
|
Nil.
|
|
(vii)
|
The details in respect of adequacy of financial internal controls with reference to the Financial Statements.
|
Procedures are set to detect and prevent frauds and to protect the organisation's resources, both physical (e.g., machinery and property) and intangible (e.g., reputation or Intellectual property such as trademarks, patents, etc,.). The Financial Statements are prepared in accordance with the Indian Accounting Standards issued by the Ministry of Corporate Affairs.
|
from the conclusion of 58th Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held during the year 2026.
M/s S Krishnamoorthy & Co., Chartered Accountants, Coimbatore, with Sri B Krishnamoorthi and/or Smt V Indira as signing partner have consented and confirmed their eligibility and desire to continue as Statutory Auditors of the Company for the Financial Year 2024-25.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have appointed Sri A N Raman, Practicing Cost Accountant, Chennai, as the Cost Auditor of the Company for the Financial Year 2024-25. The remuneration payable to the Cost Auditor is subject to ratification of Shareholders at the ensuing Annual General Meeting.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s MDS & Associates LLP, Company Secretaries, Coimbatore to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.
25. Business Responsibility and Sustainability Report
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant SEBI Circulars, the Business Responsibility and Sustainability Report of the Company for the year ended 31st March 2024 is annexed as Annexure - 5 and forms an integral part of the Annual Report.
26. Compliance with Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and are operating effectively.
|
(viii)
|
Maintenance of cost records under subsection (1) of Section 148 of the Companies Act, 2013.
|
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly prepared and maintained the Cost Records as mandated by the Central Government.
|
|
(ix)
|
A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.
|
No Independent Director was appointed by the Company during the financial year 2023-24. Regarding the Independent Directors proposed to be appointed at the forthcoming Annual General Meeting, the Board is of the opinion that the integrity, expertise and experience (including the proficiency) of the proposed individuals/candidates is satisfactory.
|
28. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
Not applicable
29. Acknowledgments
Your Directors thank all customers for their continued support and patronage. The Directors also thank the Company's Bankers, Selling Agents, Vendors, Central and State Governments for their valuable assistance.
The Directors wish to place on record their appreciation for the cooperation and contribution made by the employees at all levels towards the progress of the Company.
|