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PEARL GREEN CLUBS AND RESORTS LTD.

21 February 2025 | 12:00

Industry >> Hotels, Resorts & Restaurants

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ISIN No INE0GTX01019 BSE Code / NSE Code 543540 / PGCRL Book Value (Rs.) 111.40 Face Value 10.00
Bookclosure 30/09/2024 52Week High 284 EPS 0.17 P/E 911.70
Market Cap. 36.91 Cr. 52Week Low 124 P/BV / Div Yield (%) 1.40 / 0.00 Market Lot 600.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in presenting the 34th Annual Report on the business and operations of your company along with the Audited Financial statements for the year ended 31st March 2024.

1. FINANCIAL RESULTS:

The summarized Financial Results for the year ended 31st March 2024.

(Rs. In Lakhs)

PARTICULARS

2023-24

2022-23

Revenue from Operations

428.68

568.49

Other Income

34.38

14.25

Total Income

463.06

582.74

Total expenses

348.15

372.57

Profit/(Loss) before interest and Depreciation

124.64

266.23

Less: Interest

0.17

0.05

Profit before depreciation

124.47

266.18

Less: Depreciation

9.56

56.02

Profit/(Loss) before tax

114.91

210.16

Exceptional Item

-

-

Tax Expenses:

Current Tax

26.61

61.16

Deferred Tax

3.53

(8.26)

MAT Credit entitlement

-

Transfer to Reserve

-

Profit / (Loss) carried to Balance sheet

83.88

158.88

2. STATE OF AFFAIRS OF THE COMPANY’S AFFAIRS/CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company has earned a net profit of Rs.83.88 Lakhs as against a net profit of Rs.158.88 Lakhs in the previous year.

There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of the business.

3. SHARE CAPITAL:

The Company has got approval from the Hon'ble National Company Law Tribunal (NCLT) vide order dated 31st May 2023 to implement a scheme of reduction of capital to set off a part of the accumulated loss against the paid-up share capital. Consequent to the implementation of this scheme, the paid-up equity share capital of the company is reduced to an extent of 68%.

According to the approval given by the NCLT, Special Bench- I, Chennai Bench vide its order dated 31.05.2023 to the Company's Scheme of Reduction of Capital by which 68% of the nominal value of the equity shares from Rs.10/- each to Rs.3.20/- each of the paid-up equity share capital is reduced and that such reduced Subscribed, Issued and Paid-up share capital of Rs.3,02,33,710/- divided into 94,48,035 equity shares of Rs.3.20 has been consolidated into 30,23,371 equity shares of Rs.10/- each in such manner that every 100 equity shares of Rs.3.20 each shall constitute 32 equity shares of Rs.10/- each fully paid-up.

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion. Hence, your Company have not recommended any dividend for the financial year 2023-24.

5. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Companies Act, 2013 during the financial year 2023-24.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year 2023-24.

7. DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2023-24, the Company had not entered into any material transaction with related parties pursuant to the provisions of Section 188 of the Companies Act, 2013. The details of related party transactions during the year under review have been disclosed in note no. 24 forming part of the financial statements.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Management Discussion and Analysis Report is as under:

Industry Structure and Developments:

Presently the company provides restaurant retail automation services to more than 3,500 restaurant outlets in India and abroad. It has developed and deployed best-inclass solutions in Sales Force Automation, Business Process Automation, Small, Medium as well as Large Format Retailing, Petroleum Retail, Online Lottery and Turf Club Automation and Remote Digital Content Delivery to the granularity of a single display and so on.

Opportunities and Threats:

Your company's project has resulted in high quality output which has resulted to tie up long term contracts with the customers. The main concern is, continuous competition from other service providers in the same line.

Segment wise performance:

Presently the company has one service segment to provide restaurant retail automation services to restaurant outlets in India and abroad. The products are very useful to hotels and retail outlets. Our products are in competitive position in the market.

Risks and Concerns:

Our main concern is, continuous competition from other service providers in the same line of service by reducing the price in the market due to which the company has to reduce the price to retain its share in the market.

10. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.paceautomation.com

(i) Code of conduct for Directors and Senior Management

(ii) Policy on Directors' Appointment and Remuneration (in) Nomination & Remuneration Policy

(iv) Policy on Related Party Transactions

(v) Policy on Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

(vi) Risk Management Policy

(vii) Vigil Mechanism/ Whistle Blower Policy

(viii) Policy for determination of materiality of an event or information

(ix) Policy for preservation of documents

Since your Company's paid-up Equity Capital, and Net worth is less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of the SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable to the Company.

11. RISK MANAGEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

12. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.paceautomation.com.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director and the same is available on the company's website www.paceautomation.com.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/compensation/commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/Independent Director is paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/Independent Directors, if proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

13. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Training in all sectors is given to our employees periodically and they are motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

14. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. Internal Complaints Committee (“ICC”) is in place for all the works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition,

Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.paceautomation.com.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members:

1. S. G. Chandru

2. Malathi Gopalakrishnan

The Committee met once in the financial year 2023-24. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

15. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

16. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not applicable.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under Section 134(3)(i) of the Companies Act, 2013.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations except the Hon'ble NCLT order dated 31st May 2023 received for Capital Reduction of the Company during the year under review.

19. REPORTING OF FRAUDS BY AUDITORS:

The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

STATUTORY AUDITORS:

M/s. Vivekanandan Associates, Chartered Accountants, (FRN:005268S) were appointed as the Statutory Auditors of the Company for a term of five (5) years at the 32nd Annual General Meeting held on 03rd August 2022 and they shall continue to hold the office as the Statutory Auditors till the conclusion of 37th AGM to be held in the year 2027.

COMMENT ON STATUTORY AUDITOR’S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanandan Associates, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Srividhya, Practicing Company Secretary, Chennai (Membership No.A34438; CP No. 14058) was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure I.

QUALIFICATION IN SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report for the financial year 2023-24 except for few which was taken on record by the Board for due action.

Board’s Reply:

i) The Company is in the process of dematerialising the entire 100% shareholding of the promoters.

ii) The Company has paid the entire fine levied by the Stock Exchange for the noncompliance of provisions of Regulation 6 of the SEBI (LODR) Regulations, 2015 and the Demat accounts of the promoters have been unfrozen by the depositories. Additionally, Ms. Sweety Goyal has been appointed as the Company Secretary and Compliance Officer of the Company, effective May 24, 2024, to ensure compliance with Section 203 of the Companies Act, 2013, and Regulation 6 of the SEBI (LODR) Regulations, 2015.

iii) The Company is in the process of identifying a suitable candidate for the Chief Financial Officer (CFO) position to comply with Section 203 of the Companies Act, 2013.

INTERNAL AUDITORS:

M/r. T.S.R. Sivasubramanian was appointed as an Internal Auditor of the Company w.e. f., April 01, 2023. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with notification of the Companies (Cost Records and Audit) Rules, 2014 and Companies (Cost Records and Audit) Amendment Rules, 2014, the Company does not fall under the purview of the Cost Audit.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):

The Board consists of 4 Directors and 2 KMP including a Managing Director and Company Secretary. After the closure of financial year under review, Ms. Sweety Goyal was appointed as Company Secretary and Compliance Officer of the Company w. e. f 24th May 2024.

22. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards' functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of the Directors and Chairman based on following criteria:

1. Attendance at meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2024 is as follows:

• Mr. K Venkateswaran Chairperson

• Ms. Raghavan Suguna Member

• Ms. Malathi Gopalakrishnan Member

24. NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on the business strategies/ policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board meeting is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting

No. of Meetings during the Financial Year 202324

Date of the Meeting

Board Meeting

6

28th April 2023, 30th May 2023, 19th July 2023, 10th August 2023, 14th November 2023, 09th February 2024

Audit Committee

5

30th May 2023, 19th July 2023, 10th August 2023, 14th November 2023, 09th February 2024

Nomination & Remuneration Committee

2

19th July 2023, 09th February 2024

Stakeholders' Relationship & Grievances Committee

2

19th July 2023, 09th February 2024

The interval between two Board Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 09th February 2024, without the attendance of Non-Independent Directors and the members of Management.

26. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.paceautomation.com.

27. INDEPENDENT DIRECTOR’S DECLARATION:

All the Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of financial year ended 31st March, 2024, which has been relied on by the Company and placed at the Board Meeting.

28. SECRETARIAL STANDARDS:

In terms of Section 118 (10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India (ICSI), relating to the Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made by the Board.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for its directors and employees to report their genuine concerns about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company's website www.paceautomation.com

30. INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls in accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.

31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all Companies having a net worth of Rs.500 Crore or more, or a turnover of Rs.1,000 Crore or more or a Net Profit of Rs.5 Crore or more during any financial year are required to constitute a CSR Committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

33. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on company's website and can be accessed at -www.paceautomation.com.

34. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and is of the view that such systems are adequate and operating effectively.

36. DIRECTORS’ RESPONSIBILITIES STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under Section 143(10) of the Companies Act, 2013.

37. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A. CONSERVATION OF ENERGY:

a. In view of the employees' working from home, the registered office has been shifted to a very small place wherein there is absolutely no power consumption when compared to the earlier years.

b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived Production improvement: NIL Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in lakhs)

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

2023-24

2022-23

Earnings in Foreign Exchange

NIL

NIL

Expenditure in Foreign Exchange

NIL

NIL

CIF value of imports -Raw Materials

NIL

NIL

38. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year, with the approval of the Board of Directors, your Company has informed the nonapplicability provision to the MSEI Limited.

Since, the provisions of Corporate Governance is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance is not disclosed in the Annual Report for 2023-24.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

40. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT:

Reduction of Capital's final order received was received from Hon'ble NCLT on 31st May 2023 which had an impact on the paid-up share capital of the Company. The Company has taken steps to implement the order with MSEI through CDSL /RTA during the year under review. However certain actions are pending for complete implementation of the order for reduction of Capital of the Company.

41. THE 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:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

42. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

S.

No

Name

Designati

on

Remunerati on paid.

FY 2023-24

Remunerati on paid.

FY 2022-23

Increase /Decrease in remuneration from previous year

Ratio / times per median of employee remunerat ion

1

S. G.

Chandru

Managing

Director

Rs.

56,02,000

Rs.

59,85,000

Rs. (383000)

20.8:1

43. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Metropolitan Stock Exchange of India (MSEI) Limited.

44. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the Company were closed from Thursday, 17th day of August 2023 to Wednesday, 23rd day of August, 2023 (both days inclusive) during the year under review.

45. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company have no amounts in un-paid dividend account, application money due for refund, matured deposits and interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to be transferred to Investor Education and Protection Fund (IEPF).

46. DETAILS OF DIRECTORS OR KMPs APPOINTED OR RESIGNED DURING THE YEAR:

No Directors or KMPs were appointed or resigned during the year under review.

However, Mrs. Raghavan Suguna (having DIN:06601230) was re-appointed as an Independent Director of the Company for a second term of five (5) consecutive years from 14th August 2023 to 13th August 2028 at the Annual General Meeting held on 23rd August 2023.

47. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude to the encouragement, assistance, co-operation, and support given by the Central Government, the Government of Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, auditors, suppliers, dealers, and all those associated with the Company for their continued patronage during the year.

Your Directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

48. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.