Dear Shareholders,
Your Directors present the Forty Eighth Annual Report and the
Company's audited financial statements for year ended 31st March 2023.
1. State of Company's affairs, dividend and reserve
i. Financial performance/appropriations/transfer to reserves
The Company's financial performance for the year ended March 31,
2023 is summarized below.
( n Lakhs)
Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Sales Turnover |
6,397.19 |
7,494.61 |
| Profit/ (Loss) before Depreciation and taxes |
(1,151.74) |
347.79 |
| Depreciation |
252.56 |
264.23 |
| Profit / (Loss) before taxes |
(1,404.30) |
83.56 |
| APPROPRIATIONS/ADJUSTMENTS |
|
|
| Provision for Taxes - Current Tax of prior
period |
– |
– |
| - Deferred Tax |
(0.26) |
(15.71) |
| Profit after tax - Transferred to retained
earnings |
(1,404.04) |
99.27 |
There is decrease in sales turnover from Rs. 7,494.61 lakhs to
Rs.6,397.19 Lakhs. The Loss for the year after taxes is Rs. 1,404.04 lakhs against a
profit of Rs.99.27 lakhs in the previous year. The entire loss has been transferred to
Retained earnings. ii. operations:
Engineering Division had supply constraints from suppliers and this has
affected productivity and the abnormal increase in price of steel and other inputs in the
beginning of the year has affected the profitability. The prices have stabilized in the
second half of the financial year. The increase in cost of inputs could not be passed on
to the customers. Textile division also had to cut down production due to mismatch in the
price of cotton and yarn. The cotton prices have come down but the margins are still low.
The total capital expenditure incurred during the year is Rs.1.92
Lakhs. Industrial relations:
The relationship with the workmen has been cordial in all the units of
the Company. r&d
The existing products of the company are under continuous development
to improve productivity and reduce cost of production.
Borrowings:
The Company has a fund based limit of Rs.1,500 lakhs and non fund based
limit of Rs.600 lakhs, totaling Rs.2,100 lakhs. Rs.1,500 lakhs fund based limit also can
be used for non fund based requirements up to Rs.400 lakhs. The total loan amount
outstanding as at 31/03/2023 is Rs.509.80 lakhs. The Company has serviced the interest /
repayment obligations of all the loans, in time, without any delay.
The Company also has unsecured loans from Promoter Directors. The total
loan amount as at
31/03/2023 is Rs.1,505.11 lakhs. Of this Rs.900 lakhs was provided as
interest free loan by the promoters in 2015 with an option / proposal to convert this into
equity at a later stage. At the request of the promoters it has been decided to convert
this as an interest bearing loan from 31.03.2023 and provide interest at the rate of 7.5%
p.a from 1.4.2023. The rate of interest on the loans will be mutually agreed and finalized
by the promoters / Company at the beginning of each financial year taking into account the
market rates for interest. The rate of interest will not exceed the rate charged by the
Bank for the credit facilities given to the Company.
The Loan of Rs.900 lakhs was not interest bearing earlier, it was
partly treated as loan and partly as other equity. As it will be treated as loan from
31.03.2023, entries have been made in the books accordingly.
2. Annual return
The copy of the Annual return is disclosed in the Company's
website www.veejaylakshmi.com.
3. Number of Meetings of the Board
Four meetings of the Board of Directors were held during the year.
Further details in this respect and details of meetings of the committees are provided
under the report on Corporate Governance.
4. Directors' responsibility statement
Your Directors hereby state that in preparation of annual accounts for
the financial year ended March 31, 2023, the applicable Accounting standards have been
followed along with proper explanation relating to material departures. The Directors have
selected such accounting policies and applied them consistently and made Judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the State
of affairs of the Company at the end of the financial year and profit the and loss
of the Company for the year ended 31st March 2023. the Directors have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities. The Directors have prepared
the annual accounts for the financial year ending March 31, 2023 on a going concern basis.
The Directors had laid down internal financial controls to be followed by the Company and
that such Internal controls are adequate and are operating effectively. The Directors have
devised proper systems to ensure compliance with the provisions of all applicable Laws and
that such systems are adequate and operating effectively.
5. Nomination and remuneration Committee and Policy
The appointment of Directors and fixation of their remuneration is as
per the guidelines laid down in the Nomination and Remuneration Policy of the Company
formulated in compliance with section 178 of the Companies Act, 2013 and rules in this
respect under the Act. The policy lays down the role of the Nomination and Remuneration
Committee, the criteria for appointment of managerial personnel and independent directors
and other matters as provided under sub-section (3) of Section 178 of the Act. The
Nomination and Remuneration Policy is available on the Company website
www.veejaylakshmi.com.
6. Declaration BY independent directors
The independent directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as independent directors under the
provisions of the above act and the relevant rules.
7. Auditors and auditors' report statutory auditors
M/s. N R D Associates, Chartered Accountants, statutory auditors of the
Company, hold Office till the conclusion of the Annual General Meeting to be held in 2027.
secretarial auditor
The Board has appointed Sri K. Muthusamy, Practicing Company Secretary
to conduct Secretarial Audit for the Financial Year 2022-23.
The Statutory Auditors' Report and the Secretarial Audit report
does not contain any qualification, reservation or adverse remark.
8. Particulars of Loans/Guarantee/ investments deposits
The Company has not provided any Inter-Corporate Loans/ Guarantees.
Details of other loans/advances and Investments of the Company in the shares of other
Companies are provided under note 5 and 8(e) of notes to Balance Sheet appearing elsewhere
in this Annual Report. The amount of investment made by the Company does not exceed the
limits as specified in Section 186 of the Companies Act, 2013.
The Company has not accepted any deposits from public during the year
and there are no deposits from the public as at 31.3.2023. The Company has unsecured loans
from Promoter Directors.
9. Contracts and arrangements With related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
were on arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material. Your Directors draw attention of
the members to note No.31 to the financial statement, which sets out related party
disclosures.
10. Material Changes and Commitments after 31/03/2023
No significant changes in the working of the Company from 31/03/2023
till the date of the report.
11. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required to be disclosed under the
Act, are provided in Annexure-3 to this report.
12. Risk Management
The Company follows a comprehensive and integrated risk appraisal,
mitigation and management process. The identified elements of Risk and Risk Mitigation
measures are periodically reviewed and revised by the Board of Directors. The
Company's Risk Management Policy, approved by the Board is posted on the website of
the Company. The Listing regulations in this respect (Reg.21(5) is not applicable to the
Company.
13. Evaluation of Board Performance
The Nomination and Remuneration Committee of the Company has formulated
the criteria for evaluation of the performance of each director, Board of Directors,
Committees of the Board and Independent
Directors. Based on this and the guidelines in this regard issued by
SEBI the performance evaluation has been undertaken. A separate meeting of independent
directors has been convened for this purpose during the year.
14. Additional information as Per rule 8(5) of Companies (accounts)
rules, 2014
S l No.. Particulars |
Related disclosures |
i The financial summary or
highlights |
The financial highlights
including State of Affairs of the Company, Dividend and Reserve have been provided
elsewhere in this report |
ii The change in the nature
of business |
The business of the Company
is manufacture of cotton yarn, knitted fabric, Two for One Twisting Machines and Assembly
Winders. There was no change in the business of the Company. |
iii. The details of Directors
or Key Managerial Personnel who were appointed or have resigned during the year |
No Change during the year |
iv. The names of the
Companies which have become or ceased to be its subsidiaries, joint ventures or associate
companies during the year |
NIL |
v. The details relating to
deposits, covered under Chapter V of the Act |
The Company has not accepted
any amount, which falls under the purview of Chapter V of the Act. |
(vi) The details of deposits,
which are not vi. in compliance with the requirements of Chapter V of the Act. |
Nil |
vii. 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. |
No significant or material
orders were passed by the regulators or courts or tribunals which impact the going concern
status of the Company. |
viii. The details in respect
of adequacy of internal controls with reference to the Financial Statements |
The Company has adequate
internal financial controls in place with reference to financial statements. During the
year such controls were reviewed and ensured that it had no material weakness.
The financial statements are prepared in accordance with the Indian
Accounting Standards issued by the Ministry of Corporate Affairs |
Maintenance of cost records
under sub- ix. section (1) of section 148 of the Companies Act, 2013 |
The Company has duly made
and maintained the Cost Records. |
15. Directors
Sri V.J. Jayaraman. Director will retire by rotation at the ensuing
Annual General meeting and being eligible he offers himself for re appointment.
16. Audit Committee and Vigil Mechanism
The Audit Committee comprises Independent Directors Sri N.M.
Ananthapadmanabhan (Chairman), Sri B. Sriram and Sri K. Narendra and Whole time Director
Sri D.Ranganathan. The Board accepted all the recommendations made by the Audit Committee.
The Vigil Mechanism of the Company also incorporates whistle blower
policy stipulated under the Listing
Regulations. Execution of the responsibility in terms of the policy has
been entrusted to the Audit Committee. Protected disclosures can be made by a whistle
blower through an e-mail, or over telephone or by a letter to the Chairman of the Audit
Committee.
The Policy on Vigil Mechanism and Whistle Blower may be accessed on the
Company's website www.veejaylakshmi.com
17. Prevention of sexual Harassment at Work Place
As per the provisions of Sexual Harassment of Women at Workplace
(prevention, prohibition and redressal) Act, 2013, the Company has constituted a
Complaints Committee within HR department. No complaints were received by the committee
during the year 2022-23.
18. Listing of equity shares
The Company's equity shares continue to be listed at BSE limited
and we confirm that listing fee for the financial year 2022-23 has been paid.
19. Particulars relating to remuneration of directors employees
Disclosure under sub rule (2) of rule (5) of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014: a. Ratio of remuneration of each
Director to the median remuneration of the employees of the Company for the Financial Year
ended March 31, 2023 and the percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager in the Financial
Year ended March 31, 2023:
Median remuneration of employees in the financial year 2022-23. : Rs.
1,37,844/- pa. b. There has been an increase in the median remuneration of the employees
over that during the financial year 2021-22 by 5.5%. c. Number of employees on the rolls
of Company as on 31st March, 2023 : 500 d. Average percentile increase already
made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration: Average percentile increase in
remuneration other than managerial personnel is 27.88% and average percentile increase /
(decrease) in remuneration for managerial personnel is 24.03% e. Affirmation that the
remuneration is as per the remuneration policy of the Company:
Your Directors affirm that the remuneration is as per the Nomination
and Remuneration Policy of the Company.
f. Details of top ten employees in terms of gross remuneration: Details
given in annexure 4. g. There are no employees who are paid remuneration in excess
of Rs. 102 lakhs per annum or Rs.8.5 lakhs per month
20. Corporate Governance
The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this report. The requisite certificate from the
practicing Company Secretary confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
21. Particulars of Contracts and arrangements
The prescribed Form AOC-2 in this respect is attached as annexure 2.
22. Corporate social responsibility
Not applicable to the Company under the relevant provisions of the
Companies Act, 2013.
23. Associate Company
The Company holds 26.2% shares in M/s Veejay Sales and Services Limited
which falls under the category of Associate Company as per the provisions of the Companies
Act. The main income of the company is from generation of power through wind mills and the
details are furnished separately in this report under annexure-i.
24. Acknowledgement
The Board of Directors wishes to place on record their sincere
appreciation to the customers, suppliers, business partners and group companies and
shareholders for their support. The Directors would like to thank the Bankers as well. The
Directors would take this opportunity to express their appreciation for the dedicated
efforts of the employees and their contribution which is deeply acknowledged.
For and on behalf of the Board of Directors Coimbatore (sd/-) V.J.
JaYaraMan
May 25, 2023 Chairman
Statement pursuant to section 129(3) of the companies act, 2013 related
to associate companies and Joint Ventures
Name of associates / Joint
Ventures |
M/s. Veejay sales and
services Limited |
| 1. Latest audited balance sheet date |
31-03-2023 |
2. Date on which the Associate
or Joint Venture was associated or acquired |
05-12-2011 |
3. Shares of associates/Joint
Ventures held by the Company on the year end |
|
| No. Of Shares |
13,100 |
| Amount of investment in associates/ joint
ventures |
Rs. 1,31,000 |
| Extent of holding (in percentage) |
26.2% |
| 4. Description of how there is significant
influence |
Associate Company |
| 5. Reason why the associate / joint venture
is not consolidated |
Consolidated |
6. Net worth attributable to
shareholding as per latest Audited Balance Sheet (Rs. in lakhs) |
154.31 |
| 7. Profit / Loss for the year (Rs. in Lakhs) |
15.93 |
| I. Considered in consolidation |
4.17 |
| Ii. Not considered in consolidation |
11.76 |
Form for disclosure of particulars of contracts / arrangements entered
into by the Company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto
1. Details of contracts or arrangements or transactions not at
arm's length basis: niL.
All contracts and arrangements with outside parties are in the normal
course of business and at arms length basis
2. Details of material contracts or arrangement or transactions at
arm's length basis
a. Name(s) of the related
party and nature of relationship |
Veejay sales and services
Limited |
Augustan Knitwear P.
Limited |
b. Nature of contracts /
arrangements/ transactions |
Purchase of wind power in the
ordinary course of business. |
Sale of yarn and fabric in
the ordinary course of the company's business. |
c. Duration of the contracts /
arrangements/transactions |
Wind power purchase valid up
to 31-03-2023. |
Valid up to 31-03-2023 |
d. Salient terms of the
contracts or arrangements or transactions including the value, if any. |
Purchase of wind power at
prevailing market prices or less. |
Sale of yarn and knitted
fabric at market rates. |
e. Date(s) of approval by the
Board, if any. |
Approved on 05-05-2022 and
specific transactions every quarter. |
Approved on 05-05-2022 and
specific transactions every quarter. |
| f. Amount paid as advances, if any: |
Nil |
Nil |
Disclosure of Particulars as required Under Companies (accounts) rules
2014-rULe 8(3)
sl. no. Particulars |
Related disclosures |
Conservation of energy |
|
1. Steps taken or impact on
conservation of energy |
All the lamps in the work
halls and outside are progressively replaced with energy efficient LED lamps. Additionally
whatever possible energy conservation measures are implemented. |
2. Steps taken by the company
for utilizing alternate sources of energy |
The Company has its own wind
mills installed for a total capacity of 4050 KW. Roof top solar power equipment have been
installed for a capacity of 1MW |
3 Capital investment on energy
conservation equipments |
Nil during the year |
Technology absorption, adaptation and
innovation |
|
1. Efforts made towards
technology absorption |
In house Research and
Development process is a continuing one. |
2. Benefits derived like
product improvement, cost reduction, product development or import substitution |
Product development and cost
reduction. |
3 In case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) |
No imported
technology used |
a) Details of technology
imported |
| b) The year of import |
| c) Whether technology has been fully absorbed |
d) If not fully absorbed,
areas where absorption has not taken place and reasons thereof |
4 The expenditure incurred on
Research and Development |
Rs.27.67 lakhs |
Foreign exchange earnings and outgo
in lakhs
|
2022-23 |
2021-22 |
| 1. Foreign Exchange earned |
1,659.49 |
2,409.57 |
| 2. Foreign Exchange Outgo |
522.58 |
136.74 |
Particulars of employees as per rules 5 (2) and 5(3) of Companies (
appointment & remuneration of Managerial Personnel) rules, 2014
Name (age in years) |
Designation |
Remuneration received 2022-23 (rs.Lakhs) |
Qualification |
Experience (Years) |
Date of commencement of employment |
Previous employment |
Sri J. Anand (50 years) |
Managing Director |
32.21 |
B.E.,M.S (USA) |
28 |
12-06-1995 |
Management Trainee |
Sri D. Ranganathan (71 years) |
Whole time Director |
12.80 |
B.Com., MBA. |
48 |
01-03.1975 |
Phipson and Co. Ltd. |
Sri. R.Sargunam (69 Years) |
Vice President (HR) |
9.87 |
BA., PGDPM, PG Dip. Law |
48 |
03.09.1992 |
Lakshmi Machine Works Ltd |
Sri. M.Govindaraju (76 Years) |
Vice President (MFG) |
9.86 |
DME |
57 |
01.05.1976 |
Lakshmi Machine Works Ltd |
Sri. K.Kannadasan (70 Years) |
Vice President (Sales) |
8.43 |
B.Tech |
47 |
01.02.2007 |
New Star Tex Engg.Co |
Sri. P.Boopathi (54 Years) |
Vice President (Spinning) |
7.68 |
M.Tech |
34 |
11.08.2006 |
GTN Group of Companies |
Sri. V.K. Swaminathan (74
Years) |
Company Secretary |
6.34 |
B.Sc., AICWA., FCS. |
54 |
01.05.2015 |
Veejay Lakshmi Textiles Ltd |
Sri. V.Vijayakumar (49 Years) |
Manager - Design |
7.58 |
DME |
29 |
03.09.2012 |
Savio India Ltd |
Sri.S.Thirumurugan (53 Years) |
Asst. Manager - Electrical |
6.31 |
DEEE |
28 |
02.07.2009 |
Aswin Textiles |
Sri.T. Maheswaran (53 Years) |
Manager - Service |
5.03 |
DTT |
33 |
01.03.1989 |
Sieger Spintech Equip. Pvt
Ltd |
note:
1. All the above are permanent employees and the remuneration includes
Company's contribution to Employees Provident Fund, bonus and leave encashment.
2. No employee except Sri J. Anand is holding by self or by their
family, shares of 2% or more in the Company or is drawing remuneration in excess of the
Managing Director or Wholetime Director.
3. Sri J. Anand is related to Sri V.J. Jayaraman and Smt. Arthi Anand,
Directors of the Company.
Secretarial audit report for the financial Year ended 31st
March 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To the Members,
Veejay Lakshmi engineering Works Limited, sengalipalayam, nGGo Colony
Post, Coimbatore – 641022.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s. Veejay Lakshmi
Engineering Works Limited (CIN NO: L29191TZ1974PLC000705) (hereinafter called the
Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis
for evaluating the corporate conducts/statutory compliances and expressing my opinion
thereon.
Based on my verification of the company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March
2023, complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the
rules made there under and further amendments thereof.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(iv) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of
India Act, 1992 (‘SEBI Act') as amended from time to time:-a)
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 b) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with
client, c) The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, and
I was informed that, for the financial year ended on 31st
March 2023:
(i) The Company was not required to maintain books, papers, minute
books, forms and returns or other records according to the provisions of the following
Regulations and Guidelines prescribed under SEBI Act: a) The Securities and Exchange Board
of India (Delisting of Equity Shares) Regulations, 2021, which is not applicable as there
was no delisting during the year; and b) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018, which is not applicable to the company as there
was no buyback during the year; c) The Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 / The Securities and Exchange
Board of India (Share based Employee Benefits) Regulations 2021; d) The Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e) The Securities and Exchange Board of India (Issue and Listing of Non-convertible
Securities)
Regulations, 2021; f) Foreign Exchange Management Act, 1999 and the
rules and regulations made there under to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;
(ii) There are no other laws specifically applicable to the Company,
the books, papers, minute books, forms and returns of which were required to be examined
by us for the purpose of this report.
1. I have also examined compliance with the applicable clauses of the
following: i. Secretarial Standards issued by The Institute of Company Secretaries of
India. ii. The Listing Agreement entered into by the Company with BSE Limited and The
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 and further amendments thereof.
2. During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
3. I further report that:
(i) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
There is no change in the composition of the Board of Directors during the period under
review.
(ii) Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent adequately in advance, and a
system exists for directors to seek and obtain further information and clarifications on
the agenda items before the meetings and for their meaningful participation at the
meetings before majority decision is carried through. We are informed that there were no
dissenting members' views on any of the matters during the year that were required to
be captured and recorded as part of the minutes.
(iii) There are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with other applicable laws, rules, regulations and guidelines.
Place : Coimbatore (Sd.) KALIAPPAGOUNDER MUTHUSAMY Date : 24.05.2023
Company Secretary in Practice M No: F 5865; CP: 3176
UDIN: F005865E000368150 Peer review Cert No: 1166/2021
To the Members,
Veejay Lakshmi engineering Works Limited, sengalipalayam, nGGo Colony
Post, Coimbatore – 641 022.
our secretarial audit report of even date is to be read along with this
letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to make a report based on the secretarial
records produced for my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices I
followed provide a reasonable basis for our report.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Compliance with the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of the management. My
examination was limited to the verification of procedures on a test basis.
5. While forming an opinion on compliance and issuing the secretarial
audit report, I have also taken into consideration the compliance related action taken by
the Company after 31st March 2023 but before issue of the report.
6. I have obtained the Management's representation about the
compliance of laws, rules and regulations and happening of events, wherever required.
7. I have considered actions carried out by the Company based on
independent legal / professional opinion as being in compliance with law, wherever there
was scope for multiple interpretations.
8. My Secretarial Audit report is neither an assurance as to the future
viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
Place : Coimbatore (Sd.) KALIAPPAGOUNDER MUTHUSAMY Date : 24.05.2023
Company Secretary in Practice M No: F 5865; CP: 3176
UDIN: F005865E000368150
I have examined:
(a) all the documents and records made available to us and explanation
provided by Veejay
Lakshmi Engineering Works Limited ("the listed entity"),
(b) the filings/ submissions made by the listed entity to the stock
exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been
relied upon to make this certification,
for the year ended 31.03.2023 ("Review Period") in respect of
compliance with the provisions of: (a) the Securities and Exchange Board of India Act,
1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder;
and (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made
thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities
and Exchange Board of India ("SEBI");
The specific Regulations, whose provisions and the circulars/
guidelines issued thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements)
Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 – Not applicable as the company has not
issued any kind of securities during the period under review.
(c) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011; (d) Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018 - Not applicable as the Company has not bought
back any of its securities during the year under review;
(e) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity)
Regulations, 2021 - Not applicable as the company has not issued any
kind of securities during the period under review;
(f) Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations,
2008 – Not applicable as the company has not issued any debt
securities during the year under review.
(g) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities)
Regulations, 2021 - Not applicable as the company has not issued any
Non- Convertible Securities during the year under review;
(h) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; Based on my examination, I hereby report that, during the
Review Period the compliance status of the listed entity is appended as:
Sr. No Particulars |
Compliance status Yes/No/NA |
Observations/ Remarks by the
Practicing Company Secretary |
1 secretarial standards:
The compliances of the listed entity are in accordance with the applicable Secretarial
Standards (SS) issued by the Institute of Company Secretaries India (ICSI) as notified by
the Central Government under Section 118(10) of the Companies Act, 2013 and mandatorily
applicable. |
Yes |
|
2 adoption and timely
updation of the Policies:
i. All applicable policies under SEBI Regulations are adopted with the
approval of board of directors of the Company.
ii. All the policies are in conformity with SEBI Regulations and has been
reviewed & timely updated as per the regulations / circulars/guidelines issued by
SEBI. |
Yes |
|
3 Maintenance and
disclosures on Website:
i. The Company is maintaining a functional website.
ii. Timely dissemination of the documents/ information under a separate
section on the website. iii. Web-links provided in annual corporate governance reports
under Regulation 27(2) are accurate and specific which redirects to the relevant
document(s)/section of the website. |
Yes |
|
4 disqualification of
director: None of the Director(s) of the Company are disqualified under Section 164 of
Companies Act, 2013 as confirmed by the listed entity. |
Yes |
|
5 details related to subsidiaries
of listed entities have been examined wrt: (a) Identification of material subsidiary
companies (b) Requirements with respect to disclosure of material as well as other
subsidiaries |
Not applicable |
|
6 Preservation of
documents: The Company is preserving and maintaining records as prescribed under SEBI
Regulations and disposal of records as per Policy of Preservation of Documents and
Archival policy prescribed under SEBI LODR Regulations, 2O15 |
Yes |
|
7 Performance Evaluation: The
Company has conducted performance evaluation of the Board, Independent Directors and the
Committees at the start of every financial year as prescribed in SEBI Regulations. |
Yes |
|
Sr. No Particulars |
Compliance status Yes/No/NA |
Observations/ Remarks by the
Practicing Company Secretary |
8 Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit Committee for
all Related party transactions. or
(b) The listed entity has provided detailed reasons along confirmation
with whether the transactions were subsequently approved/ratified/rejected by the Audit
committee, in case no prior approval has been obtained. |
Yes |
|
9 Disclosure of events or
information: The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time
limits prescribed there under. |
Yes |
|
10 Prohibition of Insider
Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015 |
Yes |
|
11 Actions taken by SEBI or
Stock Exchange(s), if any: No Actions has been taken against the listed entity/ its
promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under
the Standard Operating Procedures issued by SEBI through various circulars) under SEBI
Regulations and circulars/ guidelines issued there under. |
Yes |
|
12 Additional Non-compliances,
if any: No additional non- compliance observed for all SEBI regulation/circular/ guidance
note etc |
Yes |
|
Compliances related to resignation of statutory auditors from listed
entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated
18th October, 2019:
S. No Particulars |
Compliance Status (Yes/
No/NA) |
Observations/ Remarks by PCS |
1.Compliances with the
following conditions while appointing/re- appointing an auditor |
|
|
i. If the auditor has resigned
within 45 days from the end of a quarter of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for such quarter; or |
NA |
|
ii. If the auditor has
resigned after 45 days from the end of a quarter of a financial year, the auditor before
such resignation, has issued the limited review/ audit report for such quarter as well as
the next quarter; or |
iii. If the auditor has
signed the limited review/ audit report for the first three quarters of a financial year,
the auditor before such resignation has issued the limited review/ audit report for the
last quarter of such financial year as well as the audit report for such financial year. |
2. Other conditions relating
to resignation of statutory auditor |
|
|
i. Reporting of concerns by
Auditor with respect to the listed entity/ its material subsidiary to the Audit Committee: |
NA |
|
a. In case of any concern
with the management of the listed entity/ material subsidiary such as non-availability of
information / non-cooperation by the management which has hampered the audit process, the
auditor has approached the Chairman of the Audit Committee of the listed entity and the
Audit Committee shall receive such concern directly and immediately without specifically
waiting for the quarterly Audit Committee meetings. |
b. In case the auditor
proposes to resign, all concerns with respect to the proposed resignation, along with
relevant documents has been brought to the notice of the Audit Committee. In cases where
the proposed resignation is due to non-receipt of information / explanation from the
company, the auditor has informed the Audit Committee the details of information /
explanation sought and not provided by the management, as applicable. |
c. The Audit Committee /
Board of Directors, as the case may be, deliberated on the matter on receipt of such
information from the auditor relating to the proposal to resign as mentioned above and
communicate its views to the management and the auditor. |
ii. Disclaimer in case of
non-receipt of information: The auditor has provided an appropriate disclaimer in its
audit report, which is in accordance with the Standards of Auditing as specified by ICAI /
NFRA, in case where the listed entity/ its material subsidiary has not provided
information as required by the auditor. |
3. The listed entity / its
material subsidiary has obtained information from the Auditor upon resignation, in the
format as specified in Annexure- A in SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th
October, 2019. |
NA |
|
(a) The listed entity has complied with the provisions of the above
Regulations and circulars/ guidelines issued there under, except in respect of matters
specified below:
| S. No Compliance Requirement (Regulations/
circulars/guidelines including specific clause) |
Regulation/ Circular No |
Deviations |
Action Taken by |
Type of Action |
Details of Violation |
Fine Amount |
Observations/ Remarks of the Practicing
Company Secretary |
Management Response |
Remarks |
NA |
(c) The listed entity has taken the following actions to comply with
the observations made in previous reports:
| S. No. Compliance Requirement (Regulations /
circulars /guidelines including specific clause) |
Regulation/ Circular No |
Deviations |
Action Taken by |
Type of Action |
Details of Violation |
Fine Amount |
Observations/ Remarks of the Practicing
Company Secretary |
Management Response |
Remarks |
1 SEBI LODR, 2015 |
Regulation 33 |
The company has not complied
with Regulation 33 of SEBI LODR 2015 |
BSE |
Fine was levied |
The company has not complied
with Regulation 33 of SEBI LODR 2015 |
2,77,300 |
The company has not complied
with Regulation 33 of SEBI (LODR) 2015 within the time line |
The delay was caused by
inability to finish audit in time due to Covid Lockdown hurdles on travel by auditors |
|
2 SEBI LODR, 2015 |
Regulation 17(2) |
Time gap between the board
meetings held on 11.02.2021 and 29.07.2021 exceeds 120 days |
NA |
NA |
The company has not complied
with Regulation 17(2) of SEBI LODR 2015 |
NA |
There was a time gap of 168
days between board meetings held on 11.02.2021 and 29.07.2021, which is beyond the number
of days given in Regulation 17(2) of SEBI (LODR) 2015 |
NA |
|
3 SEBI LODR, 2015 |
Regulation 18(2)(a) |
Time gap between the audit
committee meetings held on 11.02.2021 and 29.07.2021 exceeds 120 days |
NA |
NA |
The company has not complied
with Regulation 18(2)(a) of SEBI LODR 2015 |
NA |
Time gap between the audit
committee meetings held on 11.02.2021 and 29.07.2021 exceeds 120 days which is beyond the
number of days given in Regulation 18(2) (a)of SEBI (LODR) 2015 |
NA |
|
Place : Coimbatore (Sd.) KALIAPPAGOUNDER MUTHUSAMY Date : 24.05.2023
Company Secretary in Practice ICSI M No: F 5865; CP: 3176
UDIN: F005865E000368073 Peer review Cert No: 1166/2021