The Board of Directors of your Company are pleased to present the Forty Fourth Annual Report on the business and operations
of the Company along with the summary of financial statements for the financial year ended 31st March 2025.
1. The State of Affairs of the Company
Financial summary/highlights
|
Particulars
|
Financial Year
|
Financial Year
|
| |
2024-2025
|
2023-2024
|
| |
(' in Lakhs)
|
(' in Lakhs)
|
|
Revenue from operations
|
21,231.22
|
33,796.50
|
|
Other Income
|
554.00
|
681.51
|
|
Profit before Interest and Depreciation and amortization expense
|
1,037.25
|
2,271.05
|
|
Less: Interest
|
53.10
|
52.77
|
|
Profit before Depreciation & amortization expense
|
984.15
|
2,218.28
|
|
Less: Depreciation & amortisation expense
|
365.36
|
312.60
|
|
Profit before Tax
|
618.79
|
1,905.68
|
|
Less: Exceptional item
|
44.03
|
14.00
|
|
Less: Provision for Taxes
|
227.53
|
495.67
|
|
Profit after Tax
|
347.23
|
1,396.01
|
Business and Operations
During the financial year under review, the Company has achieved revenue from operations to an extent of ' 21,231.22
Lakhs (previous financial year ' 33,796.50 lakhs) and has dropped by ' 12,565.28 lakhs over the previous financial year.
The profit before interest and depreciation is ' 1,037.25 Lakhs as against ' 2,271.05 Lakhs for the previous financial year.
The profit after tax is ' 347.23 Lakhs as against ' 1,396.01 Lakhs for the previous financial year and has decreased by
' 1,048.78 Lakhs compared to the previous financial year.
The main revenue segment of the Company, Electricals achieved a turnover of ' 18,614.75 Lakhs (previous financial year
' 29,828.59 Lakhs). The Plastics segment recorded a turnover of ' 2,682.48 Lakhs (previous financial year ' 4,030.64
Lakhs). Both in Electricals and Plastics segments, the Company continues to put its efforts in increasing the productivity
levels, reduction of cost and adding new customers. The revenue from Wind Power Generation was ' 62.37 Lakhs for
the financial year ended 31 st March 2025.
Second Unit
The Board of Directors approved the proposal for shifting the Second Factory Unit from SF No. 157/1, Sadaikutti Ayyan
Thottam, Annur Road, Pachapalayam Village, Coimbatore - 641107, Tamil Nadu (leased premises) to the new address
at S.F. No. 156/2B and 156/3, Neelambur Village, Avinashi Road, Muthugoundenpudur Panchayat, Sulur Taluk, Arasur,
Coimbatore District - 641407, Tamil Nadu (leased premises) due to administrative and operational requirements of the
Company on 11th April 2025. The Company will inform upon commencement of operations post shifting.
Dividend
The Board recommends 40% dividend of ' 4.00/- (Rupees Four only) per equity share of the face value of ' 10/- (Rupees
Ten only) each on the equity share capital of ' 2,45,80,000/- for the financial year ended 31st March 2025. The dividend
on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting. Dividend will be
paid to those equity shareholders whose names appear in the Register of Members as on 18th August 2025 in respect of
shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis
of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours
on 18th August 2025.
Transfer to Reserves
The Company has not transferred any amount to the General Reserve during the year under review. However, an amount
of ' 347.23 lakhs of the current year profits have been carried forward under the head retained earnings.
Share Capital
The paid-up capital of the Company as of March 31, 2025, stood at ' 245.80 Lakhs. During the financial year under
review, your company did not make any fresh issue of shares.
Industrial Relations
Relationship with employees was cordial throughout the financial year.
2. Annual Return
As per requirements of the Companies Act, 2013 ('the Act'), a copy of the annual return is available on the website of the
Company https://www.lecsindia.com/investors/annual-return/
3. Number of Meetings of the Board
The Board of Directors of the Company met 4 (four) times during the financial year 2024-25. The details of meetings of
the Board of Directors and Committees thereof and the attendance of the Directors in such meetings are provided under
the Corporate Governance Report.
4. Directors' Responsibility Statement
In terms of Section 134 of the Companies Act, 2013 the Directors, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no
material departures from the same;
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 of the company for that period;
c. 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;
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 operating effectively.
5. No Frauds reported by statutory auditors
There is no instance of fraud reported by the statutory auditors of the Company for the financial year under review under
sub section (12) of Section 143 of the Companies Act, 2013.
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 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI (LODR) / Listing Regulations'] so as to qualify themselves as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules / regulations of the SEBI (LODR).
The Independent Directors of the Company have complied with the requirements of the provisions in relation to
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. The details of the familiarization programme undertaken have been uploaded on the Company's website.
7. Nomination and Remuneration Committee and Policy
As per the provisions of the Companies Act, 2013 and SEBI LODR a Nomination and Remuneration Committee was
formed by the Board of Directors consisting of:
1. Sri. N. R. Selvaraj, Chairman (Non-Executive - Independent)
2. Sri. Arjun Balu, Member (Non-Executive - Independent)
3. Sri. C. Kamatchisundaram, Member (Non-Executive - Independent)
4. Sri. Ramesh Rudrappan, erstwhile Chairman (Non-Executive - Independent)*
5. Sri. Arun Selvaraj, erstwhile Member (Non-Executive - Independent)*
• During the financial year under review Sri. Ramesh Rudrappan and Sri. Arun Selvaraj completed the second
consecutive term as Independent Directors and ceased to be Directors of the Company on 9th August 2024. Accordingly,
Sri. N. R.Selvaraj was designated as the Chairman and Sri. C. Kamatchisundaram was inducted as a Member of the
Nomination and Remuneration Committee with effect from 10th August 2024.
The said committee has been empowered and authorised to exercise widest powers as entrusted under the provisions
of Section 178 of the Companies Act, 2013 and SEBI LODR. The Company has a policy on directors' appointment
and remuneration including criteria for determining qualification, positive attributes, independence of a director
and other matters provided under sub-section (3) of section 178. The policy is available on the Company's website
https://www.lecsindia.com/wp-content/uploads/2025/03/NRC-Policy_2025_web.pdf
The salient aspects covered in the Nomination and Remuneration Policy:
The Company believes that the human resources are one of the most important valuable assets of the Company. As per
the requirement of the provisions of the Companies Act, 2013 and SEBI LODR, to meet and attract the valuable asset
and harmonize the payment to Directors, Key Managerial Personnel and other employees of the Company in line with
the mission, visions and values of the Company. This policy has been formulated by the Nomination and Remuneration
Committee for the Directors, Key Managerial Personnel and Senior Management personnel and approved by the Board
of Directors.
The objective and purpose of this policy are:
• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become
Directors and persons who may be appointed in Senior Management and Key Managerial positions.
• To lay down guiding principle for remuneration payable to Executive Directors, Non - Executive Directors, Senior
Management Personnel and Key Managerial Personnel.
• To determine the evaluation of performance of the Members of the Board including Independent Directors.
• To recommend remuneration based on the Company's size, financial position, trends and practices on remuneration
prevailing in peer companies, if any.
• To provide them reward linking to their effort, performance, dedication and achievement in the Company's
operations/performance.
• To design suitable remuneration package to attract, retain, motivate and promote best caliber directors and employees,
create strong performance orientated environment and reward, achievement of meaningful targets over the short and
long-term and create competitive advantage.
• To determine the criteria for qualifications, positive attributes, and independence of Directors.
• To determine whether to extend or continue the term of appointment of Independent Directors.
• Devising criteria for board diversity.
• Develop succession plan for the Board, Senior Management and Key Managerial Personnel.
8. Auditors Comments
There are no qualifications, reservations or adverse remarks or disclaimers in the reports of Statutory Auditors (appearing
elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure 1).
9. Particulars of Loans/Guarantee/Investments
The Company has not given / made any Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013, during the year under review. Details of investments made in the earlier years have been
disclosed in the notes to the financial statements.
10. Particulars of Contracts with Related Party
The transactions entered by the Company with the related parties during the financial year 2024-25 are in the ordinary
course of business and at arm's length basis. The particulars of material related party transactions is provided in the form
AOC 2 and annexed to the Boards' Report as Annexure - 2. The Policy on Related Party is available on the Company's
website at https://www.lecsindia.com/wp-content/uploads/2025/03/RPT-Policy_2025_web.pdf
11. Material Changes and Commitments between the end of financial year (March 31, 2025) to which this financial
statement relate and the date of this Directors' Report.
There were no material changes and commitments affecting the financial position of the Company between the end of
financial year (March 31,2025) to which this financial statement relates and the date of this Report.
12. Conservation of Energy, Technology Absorption & Foreign Exchange
The disclosures under Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:
Conservation of Energy
|
S.No.
|
Particulars
|
Disclosures
|
|
(i)
|
Steps taken or impact on conservation
of energy
|
• Fluorescent lamp is converted to LED wherever possible.
(Horizontal deployment)
• Conventional Ceiling FAN is converted to BLDC Fan (Horizontal
deployment)
|
|
(ii)
|
Steps taken by the company for utilising
alternate sources of energy
|
Wind energy generation power is utilized for Plant captive
consumption from August 2016 onwards.
|
|
(iii)
|
Capital investment on energy
conservation equipments;
|
-
|
Technology Absorption
|
S.No.
|
Particulars
|
Disclosures
|
|
(i)
|
Efforts made towards technology absorption;
|
No technology or knowhow is brought from external
bodies or imported.
|
|
(ii)
|
The benefits derived like product improvement, cost
reduction, product development or import substitution;
|
In-house developmental and operational research
activities are carried out on regular basis.
|
|
(iii)
|
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 reasons thereof;
|
Nil
|
|
(iv)
|
The expenditure incurred on Research and
Development
|
Capital Expenditure : ' 11.18 Lakhs
Revenue Expenditure : ' 128.52 Lakhs
Total Expenditure : ' 139.70 Lakhs
|
Foreign Exchange Outgo And Earnings:
|
Foreign Exchange earned through exports
|
1,502.17
|
|
Foreign Exchange used
|
730.63
|
13. Risk Management
The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The risk
management process of the Company is being periodically reviewed for improvement by the Board of Directors.
14. 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 in the Company's website https://www.lecsindia.com/wp-content/uploads/2021/12/CSR-Policy_LECS_2021.pdf
The Committee consist of three directors' viz., Sri. D. Senthilkumar, Smt. Nethra J.S. Kumar and Sri. Arjun Balu as on
the date of this report. The meetings of CSR Committee were held on 23rd May 2024 and 31st July 2024. A report in
prescribed format detailing the CSR spend for the financial year 2024-25 is attached herewith as Annexure-3 forming a
part of this report.
15. Evaluation of Board's Performance
On the advice of the Board of Directors, the Nomination and Remuneration Committee have formulated the criteria for the
evaluation of the performance of Board of Individual Directors, Board as a whole, Committees of Directors, Independent
Directors, Non-Independent Directors and the Chairperson of the Board. Based on that performance evaluation has been
undertaken for the financial year 2024-25. The Independent Directors of the Company have also convened a separate
meeting for this purpose. All the results and evaluation has been communicated to the Chairperson of the Board of
Directors.
16. Additional Disclosures
As per Rule 8(5) of the Companies (Accounts) Rules, 2014, the following additional information is provided:
|
S.No
|
Particulars
|
Disclosures
|
|
(i)
|
The financial summary or highlights.
|
The financial highlights including State of Affairs of the
Company is provided in this Annual Report.
|
|
(ii)
|
The change in the nature of business, if any.
|
There is no change in the business line of the company.
|
|
(iii)
|
The details of directors or key managerial personnel
who were appointed or have resigned during the year.
|
Smt. Nethra.J.S.Kumar was re-appointed as Managing
Director at the AGM held on 09.08.2024 for a further
term of 5 years from 01.04.2025 to 31.03.2030.
|
| |
|
Sri. C.Kamatchisundaram was appointed as an
Independent Director of the Company for a period of 5
years with effect from 9th August 2024.
|
| |
|
Sri. Ramesh Rudrappan, Sri. A. Palaniappan and
Sri. Arun Selvaraj completed their second consecutive
term as Independent Directors and ceased to be
Directors of the Company with effect from 9th August
2024.
|
|
(iv)
|
Statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the independent directors appointed
during the year.
|
The Company has appointed Sri. C.Kamatchisundaram
as an Independent Director during the financial year
2024-25 and proposes to appoint Sri. Sudesh Koti
Reddy as an Independent Director in the ensuing
Annual General Meeting. The Board of Directors
are of the opinion that their integrity, expertise and
experience (including proficiency) is satisfactory.
|
|
(v)
|
The names of companies which have become or
ceased to be its subsidiaries, joint ventures or associate
companies during the year.
|
Nil
|
|
(vi)
|
The details relating to deposits, covered under Chapter
V of the Act.
|
The Company has not accepted deposits.
|
|
(vii)
|
The details of deposits which are not in compliance
with the requirements of Chapter V of the Act.
|
Nil
|
|
S.No
|
Particulars
|
Disclosures
|
|
(viii)
|
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
|
|
(ix)
|
The details in respect of adequacy of internal financial
controls with reference to the Financial Statements.
|
The Company has implemented and evaluated the
Internal Financial Controls which provide a reasonable
assurance.
The Directors and Management confirm that the
Internal Financial Controls (IFC) are adequate with
respect to the operations of the Company. A report of
Auditors pursuant to Section 143(3) (i) of the Companies
Act, 2013 certifying the adequacy of Internal Financial
Controls is annexed with the Auditors report.
|
|
(x)
|
Cost Records
|
The Company is maintaining the cost records as
required under Section 148 of the Companies Act,
2013 read with Companies (Cost Records and Audit)
Rules, 2014.
|
|
(xi)
|
Internal Complaints Committee
|
As per the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has constituted an
Internal Complaints Committee. During the financial
year 2024-25, no complaint was received before the
committee.
|
|
(xii)
|
Insolvency and Bankruptcy Code, 2016
|
No application is made, or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016
during the year under review.
|
|
(xiii)
|
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 - there was no instance of one-time
settlement with any Bank or Financial Institution.
|
17. Internal Control systems and their adequacy
Your Company has established adequate internal control procedures, commensurate with the nature of its business and
size of its operations.
The accounting transactions and operations are audited by the Internal Auditor vis-a-vis the internal controls, policies and
procedures and the deviations, if any, are reported and corrective actions are taken appropriately.
18. Board of Directors
Retirement of Director:
Sri. Sanjay Jayavarthanavelu, Director who retires by rotation at the ensuing Annual General Meeting, being eligible is
not offering himself for re-appointment. The Board of Directors have resolved not to fill the vacancy so caused.
Appointment / Re-appointment of Independent Director:
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company
at their meeting held on 5th June 2025 has appointed Sri. Sudesh Koti Reddy as an Additional Director in the capacity as
Independent Director of the Company for a term of consecutive five years with effect from 5th June 2025 subject to the
approval of shareholders at the Annual General Meeting. The Board recommends his appointment at the forthcoming
Annual General Meeting.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company
at their meeting held on 5th June 2025 has recommended the re-appointment of Sri. Arjun Balu as an Independent
Director of the Company for a second term of consecutive five years with effect from 28th May 2026 subject to the
approval of shareholders at the Annual General Meeting. The Board recommends his re-appointment at the forthcoming
Annual General Meeting.
Appointment of Additional Director:
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company at their meeting held on 5th June 2025 has appointed Sri. Vedhanth Senthilkumar as an Additional Director
(Non-executive Non-independent) of the Company with effect from 5th June 2025 subject to the approval of shareholders
at the Annual General Meeting. The Board recommends his appointment at the forthcoming Annual General Meeting.
Cessation:
During the financial year 2024-2025 Sri. Ramesh Rudrappan, Sri. Arun Selvaraj and Sri. A. Palaniappan ceased to be
Directors of the Company on 09.08.2024 due to completion of second consecutive term as Independent Director.
Resignation:
There was no incidence of resignation of any Director.
19. Composition of Audit Committee
The Audit Committee of the Board of Directors consists of:
|
1
|
Sri. N. R. Selvaraj - Chairman
|
Non-Executive - Independent
|
|
2
|
Sri. Arjun Balu - Member
|
Non-Executive - Independent
|
|
3
|
Sri. C. Kamatchisundaram - Member
|
Non-Executive - Independent
|
|
4
|
Sri Ramesh Rudrappan - erstwhile Member*
|
Non-Executive - Independent
|
|
5
|
Sri. A.Palaniappan - erstwhile Member*
|
Non-Executive - Independent
|
*During the financial year under review, Sri. Ramesh Rudrappan and Sri. A. Palaniappan completed the second
consecutive term as Independent Directors and ceased to be Directors of the Company on 9th August 2024. Accordingly,
Sri. Arjun Balu and Sri. C. Kamatchisundaram were inducted as Members of the Audit Committee with effect from
10th August 2024.
The Board has accepted the recommendations of the committee during the financial year under review.
20. Vigil Mechanism
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 whereof is available on the Company's website https://www.lecsindia.
com/wp-content/uploads/2023/06/WHISTLE-BLOWER-POLICY_2023.pdf During the financial year under review, there
were no complaints received under this mechanism.
21. Overall Maximum Remuneration
Particulars pursuant to Section 197(12) & rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
a) 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:
|
Name
|
Category
|
Ratio
|
|
Smt. Nethra J.S.Kumar (DIN:00217906)
|
Executive - Chairperson and Managing Director * (CMD)
|
1:30.32
|
|
Sri. Sanjay Jayavarthanavelu (DIN: 00004505)
|
Non-Executive - Non-Independent
|
-
|
|
Sri. D.Senthilkumar (DIN: 00006172)
|
Non-Executive - Non-Independent
|
-
|
|
Sri. Ramesh Rudrappan (DIN: 00008325) #
|
Non-Executive - Independent
|
-
|
|
Sri. A.Palaniappan (DIN:00044022) #
|
Non-Executive - Independent
|
-
|
|
Sri. Arun Selvaraj (DIN: 01829277) #
|
Non-Executive - Independent
|
-
|
|
Sri. N.R. Selvaraj (DIN: 00013954)
|
Non-Executive - Independent
|
-
|
|
Sri. Arjun Balu (DIN: 00383184)
|
Non-Executive - Independent
|
-
|
|
Sri. C. Kamatchisundaram (DIN: 06893086)#
|
Non-Executive - Independent
|
-
|
Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration.
*CMD has drawn salary of ' 82.63 lakhs.
# During the financial year under review, Sri. Ramesh Rudrappan, Sri. Arun Selvaraj and Sri. A. Palaniappan completed
the second consecutive term as Independent Directors and ceased to be Directors of the Company on 9th August 2024.
Sri. C. Kamatchisundaram was appointed as an Independent Director of the Company with effect from 9th August 2024.
b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year:
|
Name
|
Category
|
%
|
|
Smt. Nethra J.S.Kumar*
|
Executive - Chairperson and Managing Director
|
(3.08)
|
|
Sri. Sanjay Jayavarthanavelu
|
Non-Executive - Non-Independent Director
|
-
|
|
Sri. D.Senthilkumar
|
Non-Executive - Non-Independent Director
|
-
|
|
Sri. Ramesh Rudrappan
|
Non-Executive - Independent Director
|
-
|
|
Sri. A.Palaniappan
|
Non-Executive - Independent Director
|
-
|
|
Sri. Arun Selvaraj
|
Non-Executive - Independent Director
|
-
|
|
Sri. N.R. Selvaraj
|
Non-Executive - Independent Director
|
-
|
|
Sri. Arjun Balu
|
Non-Executive - Independent Director
|
-
|
|
Sri. C. Kamatchisundaram
|
Non-Executive - Independent Director
|
-
|
|
Sri. A.Thiagarajan*
|
Chief Financial Officer (CFO)
|
18.05
|
|
Sri. S.Sathyanarayanan*
|
Company Secretary (CS)
|
24.11
|
Note: For the above purpose, sitting fees paid to the Directors have not been considered as remuneration.
*The percentage increase is inclusive of Provident Fund and provision for Gratuity, if any.
c) The percentage increase / (decrease) in the median remuneration of employees in the financial year: 27.28 %
d) The number of permanent employees on the rolls of company: 193
e) Average percentiles 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 increase / (decrease) in remuneration is 18.74% for employees other than Managerial Personnel and while
it is 16.71 % for Managerial Personnel (KMP and Senior Management). Smt. Nethra.J.S.Kumar, Chairperson and
Managing Director's has not drawn any commission for the financial year 2024-25 [for the previous financial year
2023-24'1.57 lakhs commission was paid].
f) It is affirmed that the remuneration is as per the remuneration policy of the Company.
g) Particulars of Employees as per Rule 5(2) and Rule 5(3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are provided as Annexure-4 to this Report.
22. Accounting Treatment
In the preparation of financial statements, no treatment different from that of prescribed accounting standards has been
followed.
23. Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and such systems are adequate and operating effectively. The Company has adhered with the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India.
24. Corporate Governance
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate
Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming
compliance forms an integral part of this Report.
The shares of the Company are listed in BSE Limited, Mumbai. The listing fees is paid up to date and the shares of the
Company were not suspended for trading by the Stock Exchange at any time during the financial year under review.
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the applicability of providing the Business Responsibility and
Sustainability Report does not arise.
25. Investor Education and Protection Fund
The Company has transferred 3,633 equity shares, in respect of which dividend has not been claimed by the members
for seven consecutive years or more to the Investor Education and Protection Fund Authority (IEPF) during the financial
year 2024-2025. The Company also transferred ' 5,33,816/- of unclaimed dividend out of the dividend declared for the
financial year 2016-2017 to IEPF. Details of shares transferred and proposed to be transferred to IEPF have been uploaded
on the website of the Company.
26. Auditors
Statutory Auditor:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, M/s. Subbachar & Srinivasan, Chartered Accountants, the Statutory Auditors of the Company, hold office up to the
conclusion of the Annual General Meeting to be held in the year 2026. The Company has received a certificate from the
said Auditors that they are eligible to continue and hold office as the Auditors of the Company.
Secretarial Auditor:
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company have recommended the appointment of
M/s. MDS & Associates LLP, Company Secretaries, Coimbatore, to undertake the Secretarial Audit of the Company for
the first term of five consecutive financial years from 2025-2026 for the approval of shareholders at the ensuing AGM.
MDS & Associates LLP have consented and confirmed their eligibility for appointment as Secretarial Auditors of the
Company. The necessary resolution has been included in the Agenda of the Annual General Meeting Notice for approval
of the shareholders.
M/s. MDS & Associates LLP have carried out an audit as per Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and provided the Annual Secretarial Compliance Report for the financial year 2024-25.
The Board recommends the appointment of the Secretarial Auditor.
Cost Auditor:
The Board of Directors, on the recommendation of the Audit Committee, has appointed Sri.S.Subbaraman, Proprietor
of S.Subbaraman & Associates, Cost Accountant in Practice as Cost Auditor for Cost Audit for the financial year 2025¬
26. Pursuant to Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Accounts) Rules, 2014,
the remuneration payable for the financial years 2025-26 to the Cost Auditors of the Company is subject to ratification
by the shareholders at the ensuing Annual General Meeting. The Board recommends the remuneration for members'
ratification.
Internal Auditor:
Sri. V.C.Thirupathi of Tirupathi Associates, Chartered Accountants, Coimbatore who are the Internal Auditors have
carried out internal audit for the financial year 2024-25. Their reports were reviewed by the Audit Committee.
Acknowledgement
Your Directors thank the customers, bankers, vendors, shareholders and other stakeholders for their continued support
and patronage. The Directors wish to place on record their appreciation for the cooperation and contribution made by the
employees at all levels towards the performance of the Company.
Place : Coimbatore For and on behalf of the board
Date : June 05, 2025 Nethra. J.S. Kumar
Chairperson and Managing Director
DIN : 00217906
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