Dear Shareholders,
The Board of Directors of your Company are pleased to present the Annual Report on the
Business of the Company along with the Standalone summary of Financial Statements for the
year ended 31st March 2023.
1. The State of Affairs of the Company, Dividend and Reserve
The Board has prepared its report based on the Standalone Financial Statements of the
Company and the Annual Report contains a separate section wherein a report on the
Performance and Financial position of its Wholly Owned Subsidiary Companies are presented
in Form AOC-1.
Financial summary/highlights and transfer to General Reserve
(Cin Lakhs)
Sl. No |
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
1 |
Total Income |
4,68,926.14 |
3,15,260.61 |
2 |
Operating Expenses |
4,13,041.95 |
2,84,267.08 |
3 |
Exceptional Items |
- |
1,716.98 |
4 |
Gross Profit |
55,884.19 |
29,276.55 |
5 |
Depreciation |
7,343.04 |
5,581.90 |
6 |
Profit before Tax |
48,541.15 |
23,694.65 |
7 |
Provision for Tax |
13,519.60 |
5,727.04 |
8 |
Net Profit after Tax |
35,021.55 |
17,967.61 |
The Company's Gross Turnover is at C 4,45,669.24 Lakhs during the year compared to
C3,01,676.48 Lakhs in the previous year.
Transfer to Reserve:
The Company has transferred a sum of C 3,500.00 Lakhs out of the current year profits
to the General Reserve.
Dividend:
The Board recommends a dividend of C 98.50/- per Equity Share having a face value of C
10/- each (985%) on the Equity Share Capital of C 10,68,30,000/- for the year ended on 31st
March 2023 aggregating to C10,522.76 Lakhs. As per Finance Act, 2020, the Dividend is
taxable in the hands of the Shareholders. Dividend on Equity Shares is subject to the
approval of the Shareholders at the ensuing Annual General Meeting.
The Unclaimed Dividend relating to the Financial Year 2015-16, is due for transfer
during September 2023 to the Investor Education and Protection Fund (IEPF) established by
the Central Government.
During the year under review, as per the requirements of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF
Rules) 449 Equity Shares of C10/- each on which Dividend had remained Unclaimed for a
period of 7 years has been transferred to the credit of the Demat Account identified by
the IEPF Authority. As on 31st March 2023, 55,466 Equity Shares of the Company
were in the credit of the Demat Account of the IEPF Authority.
As per the requirements of SEBI notification no. SEBI/LAD-NRO/ GN/2016-17/008 dated 08th
July 2016 the Company has formulated a Dividend Distribution Policy which has been duly
approved by the Board of Directors. A copy of the Dividend Distribution Policy is
available on the Company's website:
STATE OF AFFAIRS OPERATIONS
A detailed overview of the global and Indian economy has been provided in the
Management, Discussion and Analysis Report. Also, the state of affairs of each division
during the year under review has been provided in detail within the same report.
Overall, the Company's gross turnover increased by 47.73% from C3,01,676.48 Lakhs in
2021-22 to C4,45,669.24 Lakhs in 2022-23; the Profit before exceptional items and Tax
stood at C48,541.15 Lakhs in FY 2022-23 as against C25,411.63 Lakhs in FY 2021-22.
The Net Profit after Tax for Financial Year 2022-23 was C35,021.55 Lakhs as against
C17,967.61 Lakhs for the FY 2021-22.
FOUNDRY DIVISION (FDY)
The Foundry Division reported a turnover of C 9,570.84 Lakhs in 2022-23 as against
C7,769.05 Lakhs registered in 2021-22, an increase of 23%. Exports accounted for 23% of
the division's turnover.
TEXTILE MACHINERY DIVISION (TMD)
During the year under review, the Textile Machinery Division had a turnover of
C3,48,698.67 Lakhs in 2022-23 as against C2,20,898.96 Lakhs registered in 2021-22, an
increase of 58% over the previous year.
MACHINE TOOL DIVISION (MTD)
The Machine Tool Division reported a turnover of C77,918.64 Lakhs in 2022-23 as against
C69,092.17 Lakhs registered in 2021-22, an increase of 13% over the previous year.
During the year under review, the second unit of Machine Tool Division commenced
operations.
ADVANCED TECHNOLOGY CENTRE (ATC)
Advanced Technology Centre had a turnover of C 9,481.09 Lakhs in 2022-23 as against C
3,916.30 Lakhs achieved in 2021-22. Other income during the period under review was
C1,593.84 Lakhs as against C 913.08 Lakhs in the previous year.
RENEWABLE ENERGY DIVISION
The Company has a policy of tapping renewable resources for power generation. The
Company has the necessary infrastructure in place to generate wind and solar power. This
helps the Company to meet its energy requirements mainly from sustainable sources.
As on 31st March 2023 the Company had 28 Wind Energy Generators (WEG) with a
total power generation capacity of 36.80 MW. Cumulatively, windmills have generated 734.64
Lakh units of power during 2022-23.
The Company also has a 10 MW of Solar Power Generating facility. As on 31st
March 2023 this facility has generated 206.44 Lakh units of power.
About 76.14% of energy demand of the Company has been met through renewable energy and
thereby has helped the Company to reduce its power cost and its carbon footprint.
OTHER DEVELOPMENTS
The Company has entered into a Joint Development Agreement with M/s Sobha Limited to
develop residential villas on Company's land measuring 5.09 acres located at Ganapathy,
Coimbatore. The Company will have a revenue share of 40% in the proposed project.
EXPORTS
The export turnover of the Company during the year under review is as follows: C
( in Lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
Textile Machinery |
85,948.42 |
57,731.25 |
CNC Machine Tools |
673.33 |
843.36 |
Castings |
2,205.24 |
1,314.34 |
Aerospace Parts |
8,707.65 |
3,525.19 |
Total Exports |
97,534.64 |
63,414.14 |
Export of Textile Machinery as stated above includes exports worth C 20,720.66 Lakhs
made to its Wholly Owned Subsidiary Companies, LMW Textile Machinery (Suzhou) Co. Ltd.,
China and LMW Middle East FZE, United Arab Emirates. Amongst other countries, the
Company's products are primarily exported to countries in Asia and Africa.
RESEARCH AND DEVELOPMENT
The Research and Development efforts of the Company are focused on:
1. Developing eco-friendly, sustainable, energy efficient, low carbon footprint
technology.
2. Developing technology for production of innovative machinery.
3. Developing end-products at optimal cost.
Separate Research and Development units have been established for the development of
Textile Machinery and CNC Machine Tools. Both these facilities have been recognised by the
Department of Science and Technology, Government of India as in-house R & D
facilities.
During the year under review, the Company has filed applications for 10 new patents in
India. Further 34 patent applications were filed in overseas countries for which
applications were already filed by the Company in India. Also, during the period under
review, the Company has filed an application for an Industrial Design.
AWARDS
Some of the important awards bagged by the Company during the Financial Year 2022-23:
Textile Machinery Manufacturers' Association (TMMA) - Research and Development
award 2021-22 in Textile Machinery sector for innovation in Speed frame LF4280 SX
TMMA - Research and Development award 2021-22 in Textile Machinery sector
for innovation in Comber LK69 S
Par Excellence award for Foundry Division from Quality Circle Forum of India
GreenCo Platinum certification for Foundry Division from Confederation of Indian
Industry
Star performer award from EEPC India Southern Region
Apex Export Award for the year 2021-22 from TMMA
INDUSTRIAL RELATIONS
Relationship with employees was cordial throughout the year.
SUBSIDIARY COMPANIES
I. LMW TEXTILE MACHINERY (SUZHOU) CO. LTD., CHINA
The turnover of the Company during the year under review was C27,221.88 Lakhs as
against C 22,176.20 Lakhs achieved during the previous year. During the year, the Company
has achieved a net profit of C2,376.29 Lakhs as against a net profit of C196.90 Lakhs
during the previous year.
II. LMW AEROSPACE INDUSTRIES LIMITED, INDIA
As on date of this report, the Company is yet to commence operations.
III. LMW MIDDLE EAST FZE, UNITED ARAB EMIRATES
The turnover of the Company during the year under review was C12,049.11 Lakhs. During
the year, the Company has achieved a net profit of C812.47 Lakhs.
The Consolidated Financial Statements incorporating the Financial Statements of the
Wholly Owned Subsidiary Companies are attached to the Annual Report as required under the
applicable Indian Accounting Standard(s) and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The English translated version of the Standalone Annual
Financial Statements of LMW Textile Machinery (Suzhou) Co. Ltd, Wholly Owned Subsidiary
Company is posted on the Company's website along with the Annual Financial Statements of
other Wholly Owned Subsidiary Companies, namely, LMW Aerospace Industries Limited
and LMW Middle East FZE. Besides LMW Textile Machinery (Suzhou) Co. Ltd., LMW Aerospace
Industries Limited and LMW Middle East FZE, the Company does not have any other Joint
Venture / Associate Company.
2. Annual Return
As per the requirements of Section 92 of the Companies Act, 2014, read with Rule 12 of
the Companies (Management & Administration) Rules 2014, the Annual Return in the
prescribed Form is available on the Company's website
3. Number of Meetings of the Board
During the year under review four (4) Meetings of the Board of Directors were held.
Further details regarding number of Meetings of Board of Directors and Committees thereof
and the attendance of the Directors at such Meetings are provided under the Corporate
Governance Report.
4. Directors' Responsibility Statement
The Directors', based on representation received from the Operating Management, confirm
that:
a. In preparation of the Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;
b. Have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the Financial Year and of the Profit
and Loss of the Company for the period;
c. Have taken proper and sufficient care for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d. Have prepared the annual accounts on a going concern basis;
e. Have laid down Internal Financial Controls to be followed by the Company and that
such Internal Financial Controls are adequate and were operating effectively; and
f. Have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and are operating effectively.
5. Share Capital
As on 31st March 2023, the authorised, issued, subscribed and paid-up Share
Capital is as follows :
Authorised Share Capital |
5,00,00,000 Equity Shares of C 10/- each |
Issued, Subscribed and Paid-up Share Capital |
1,06,83,000 Equity Shares of C 10/- each |
During the year under review, there were no changes in the Capital Structure of the
Company.
6. Nomination and Remuneration Committee and Policy
Nomination and Remuneration Committee of Directors has been formed and has been
empowered and authorised to exercise power as entrusted under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (both as amended from time to time). The Company has a policy on
Directors' / Senior Management appointment and remuneration which specifies criteria for
determining the qualification, positive attributes for Senior Management and Directors.
The policy also specifies the criteria for determination of independence of a Director and
other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013.
The Nomination and Remuneration Policy is available at the Company's website
7. Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board indicating that
they comply with all the requirements that are stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 so as to qualify themselves to act as Independent
Directors in the Company. Further, they have also declared that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.
The Independent Directors of the Company have complied with the requirements of the
provisions in relation to the Independent Directors Databank as stated in the Companies
(Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to
time.
8. Explanation and Comments on Audit Report
The report of the Statutory Auditor (appearing elsewhere in this Annual Report) and
that of the Secretarial Auditor (annexed hereto as Annexure 1) are self-explanatory having
no adverse comments. Further, the Secretarial Compliance Report for the financial year
ended on 31st March 2023 will be filed with the Stock Exchanges in which the
Company's equity shares are listed. There were no instances of fraud reported by the
Auditor to the Central Government or to the Audit Committee of the Company as indicated
under the provisions of Section 143 (12) of the Companies Act, 2013.
9. Particulars of Loans / Guarantee / Investments / Deposits
The Company has no Inter-Corporate Loans / Guarantees. Investments of the Company in
the Shares of other Companies is provided under notes to Balance Sheet appearing elsewhere
in this Annual Report. The amount of investment made by the Company does not exceed the
limits as specified in Section 186 of the Companies Act, 2013. The Company has not
accepted any Fixed Deposits.
10. Particulars of Contracts with Related Parties
All the transactions of the Company with its Related Parties are at arms' length and
have taken place in the ordinary course of Business. Pursuant to Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had
obtained the approval of the Shareholders to enter into material related party
transactions with two of its related parties.
The particulars of Material Related Party Transactions which are at arms' length basis
is provided in Form AOC-2 and the same is annexed to the Boards' Report as Annexure -2.
For the Financial Year 2023-24, approval of Shareholders is being sought to enter into
material related party transactions with Lakshmi Electrical Control Systems Limited.
A copy of the Related Party Transaction Policy of the Company is available on the
Company's website
11. Material Changes
There are no Material Changes or Commitments after closure of the Financial Year till
the date of this report.
12. Scheme of Arrangement
The Board of Directors of the Company had approved the Scheme of Arrangement between
the Company and LMW Aerospace Industries Limited. The Scheme inter-alia had provided for
transfer of Advanced Technology Centre Business undertaking of the Company into LMW
Aerospace
Industries Limited, a Wholly Owned Subsidiary Company, on a going concern basis through
slump sale on terms and conditions as detailed in the Scheme. A copy of the Scheme and
other related documents are available on the Company's website The matter is now
pending before the Honourable National Company Law Tribunal, Chennai Bench.
13. Conservation of Energy, Technology Absorption and Foreign Exchange
The disclosure under Rule 8(3) of Companies (Accounts) Rules, 2014 are as under:
STATEMENT FOR CONSERVATION OF ENERGY
Sl. No |
Particulars |
Related Disclosures |
(A) |
Conservation of Energy |
|
(i) |
the steps taken or impact on conservation of energy, sources of energy. |
Company has invested in energy conservation devices to save power as detailed in point
(iii) below. |
(ii) |
the steps taken by the Company for utilising alternate sources of energy. |
Company has installed windmills with a capacity of 36.80 MW. The Company also has a
photo-voltaic solar power generating facility with an installed capacity of 10 MW. The
Company uses electricity generated from renewable sources for captive power consumption. |
(iii) |
the capital investment on energy conservation equipment. |
An amount of C40 Lakhs has been invested during 2022-23 for replacing reciprocation
compressor, energy efficient pump motor, installing the VFD drives for motors and
replacement of mercury vapour/fluorescent lamps with 120/100 watt LED lighting and thereby
3.15 Lakh units of energy was saved. Further, streetlights were replaced with LED type and
fossil fuels were eliminated with electrical energy in the processes. |
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
(B1) Technology Absorption - Foundry Division
(i) |
Efforts made towards technology absorption; |
Technical lectures in multiple subjects and, specialisations/ skill building
exercises, visit to benchmark foundries & participation in Indian Institute of
Foundrymen seminars and exhibition to absorb the best practices and new technology. |
(ii) |
Benefits derived like product improvement, cost reduction, product development or
import substitution; |
1. Auto leveller provided for mould in Fast Loop Line to automate the mould levelling
activity. |
|
|
2. Auto blending was established for Hand Moulding Section to reduce manual
intervention and also optimise catalyst consumption. |
|
|
3. Jumbo display made for chemistry in melting platform to assist quick decision on
chemistry. |
|
|
4. Tapping and pouring temperature readings are captured into the system through IoT. |
|
|
5. New paint booth with contemporary technology established for painting of castings. |
|
|
6. Thermal reclamation plant efficiency improved continually and the LPG consumption
per ton of sand is reduced. |
|
|
7. Radio remote contr ol pendant established for melting crane to reduce risk
associated on tapping of metal into ladle. |
|
|
8. Smart sensor installed for motors to condition monitoring and to avoid failure of
motor. |
(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; |
Nil |
|
c. whether the technology has been fully absorbed; |
|
|
d. if not fully absorbed, areas where absorption has not taken place, and the reason
thereof |
|
(iv) |
Expenditure incurred on Research and Development |
Nil |
|
(B2) Technology Absorption - Textile Machinery Division |
|
(i) |
Efforts made towards technology absorption; |
1. Technical guest lectures in various subjects and, specialisations / skill building
exercises, in-depth IPR analysis and review, theoretical simulation. |
|
|
2. Adoption of IoT technology for Industry 4.0 readiness. |
(ii) |
Benefits derived like product improvement, cost reduction, product development or
import substitution; |
Development of smart machines with innovative features with cost effective automation
solutions results in market share improvement. Also, enabled the Company to identify &
adopt IoT technologies / initiatives that could lead to Company's machines being Industry
4.0 ready. |
(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; |
Nil |
|
c. whether the technology has been fully absorbed; |
|
|
d. if not fully absorbed, areas where absorption has not taken place, and the reason
thereof; |
|
(iv) |
Expenditure incurred on Research and Development |
Capital Expenditure: C431.15 Lakhs |
|
|
Revenue Expenditure: C3,594.52 Lakhs |
|
|
Total: C4,025.67 Lakhs |
(B3) Technology Absorption - Machine Tool Division
(i) |
Efforts made towards technology absorption; |
Technical guest lectures in various subjects and, specialisations / skill building
exercises, in-depth IPR analysis and review, theoretical simulation. |
|
|
Product Improvement: |
(ii) |
Benefits derived like product improvement, cost reduction, product development or
import substitution; |
Rigidity improvement in Turning Center / Machining Center, development / upgrade in
product range to bridge product gap and to address customer requirements. |
|
|
New Products under development: |
|
|
New products are being developed in the product verticals / variants such as CNC
Turning Centre, Horizontal Machining Centre and Vertical Machining Centre. |
(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; |
Nil |
|
c. whether the technology has been fully absorbed; |
|
|
d. if not fully absorbed, areas where absorption has not taken place, and the reason
thereof; |
|
(iv) |
Expenditure incurred on Research and |
Capital Expenditure: Nil |
|
Development |
Revenue Expenditure: C 1,589.64 Lakhs |
|
|
Total: C 1,589.64 Lakhs |
|
(B4) Technology Absorption - Advanced Technology Centre |
|
(i) |
Efforts made towards technology absorption; |
1. Technical guest lectures on various subjects and, specialisations / skill building
exercises. |
|
|
2. Engaging with start-ups that are developing novel products leads to understanding
of emerging technologies. |
(ii) |
Benefits derived like product improvement, cost reduction, product development or
import substitution; - |
1. Manufacture/development of components and subassemblies using metal / composite
materials. |
|
|
2. Identifying and developing the critical & high-value adding processes in-house. |
(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; |
Nil |
|
c. whether the technology has been fully absorbed; |
|
|
d. if not fully absorbed, areas where absorption has not taken place, and the reason
thereof; |
|
(iv) |
Expenditure incurred on Research and Development |
Nil |
FOREIGN EXCHANGE OUTGO AND EARNINGS:
( C in Lakhs)
Foreign Exchange Earned |
98,135.19 |
Foreign Exchange Used |
49,551.07 |
14. Risk Management
The Company follows a comprehensive and integrated risk appraisal, mitigation and
management as stated in its Risk Management Policy. The identified elements of Risk and
Risk Mitigation measures are periodically reviewed and revised by the Board of Directors.
The Board of Directors have also constituted a Risk Management Committee to oversee the
Risk Management process.
15. 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 A report in the prescribed
format detailing the CSR expenditure for the year
2022-23 is attached herewith as Annexure 3 and forms a part of this report.
16. Evaluation of Board's Performance
On the advice of the Board of Directors, the Nomination and Remuneration Committee of
the Board of Directors of the Company have formulated the criteria for evaluation of the
performance of each individual Director, Board as a whole, Committees of the Board,
Independent Directors, Non-Independent Directors and the Chairman of the Board based on
the criteria of evaluation as specified by SEBI Circular SEBI/HO/CFD/ CMD/CIR/P/2017/004
dated 05th January 2017. Based on these criteria the performance evaluation
process has been undertaken. The Independent Directors of the Company had also convened a
separate Meeting for this purpose on 01st February 2023. The results from this
evaluation process have been communicated to the Chairman of the Board of Directors.
17. Additional Information
As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional
information is provided:
(i) The financial summary or highlights |
The financial highlights including state of affairs of the Company, dividend and
reserve have been provided elsewhere in this report. |
(ii) The change in the nature of business, if any |
There is no change in the business line of the Company. |
(iii) The details of Directors or Key Managerial Personnel who were appointed or have
resigned during the year. |
Details regarding the Directors who were appointed during the year have been provided
elsewhere in this report. There were no changes in Key Managerial Personnel of the
Company. |
(iv) The names of Companies which have become or ceased to be its Subsidiaries, Joint
Ventures or Associate Companies during the year. |
No changes. |
(v) The details relating to deposits, covered under Chapter V of the Companies Act,
2013. |
The Company has not accepted any amount which falls under the purview of Chapter V of
the Companies Act, 2013. |
(vi) The details of deposits which are not in compliance with the requirements of
Chapter V of the Act. |
Not Applicable |
(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. |
Nil |
(viii) The details in respect of adequacy of internal controls with reference to the
Financial Statements. |
Procedures are set to detect and prevent frauds and to protect the organisation's
resources, both physical (e.g., machinery and property) and intangible (e.g., reputation
or Intellectual property such as trademarks, patents, etc,.). The Financial Statements are
prepared in accordance with the Indian Accounting Standards issued by the Ministry of
Corporate Affairs. |
(ix) Maintenance of cost records under sub- section (1) of Section 148 of the
Companies Act, 2013. |
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost
records. Accordingly, the Company has duly prepared and maintained the Cost Records as
mandated by the Central Government. |
18. Directors
The Board of Directors at their Meeting held on 11th May 2022 had appointed:
a. Sri Jaidev Jayavarthanavelu (DIN: 07654117) as an additional Non-Executive and
Non-Independent Director.
b. Sri Aroon Raman (DIN: 00201205) as an additional Non-Executive and Independent
Director to hold office for a period of 5 Years. Subsequently, the appointments were
approved by the Shareholders at their Meeting held on 25th July 2022.
Sri K Soundhar Rajhan (DIN: 07594186), who retires by rotation at the ensuing Annual
General Meeting, being eligible does not offer himself for reappointment. The Board of
Directors have resolved not to fill the vacancy so caused. Also, the Board of Directors at
their meeting held on 24th May 2023 have recommended to the Shareholders for
the appointment of Sri Jaidev Jayavarthanavelu (DIN: 07654117) as Whole-time Director of
the Company for a period of five years commencing from 7th August 2023.
19. Audit Committee / Whistle Blower Policy
The Audit Committee was formed by the Board of Directors and it consists of:
1. Dr Mukund Govind Rajan,
Chairman (Non- Executive - Independent)
2. Sri Aditya Himatsingka,
Member (Non-Executive - Independent)
3. Justice (Smt) Chitra Venkataraman (Retd.),
Member (Non-Executive - Independent)
The Board has accepted the recommendations of the Audit Committee and there were no
incidence of deviation from such recommendations during the Financial Year under review.
The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in
pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof
is available on the Company's website at During the year under review, there were no
complaints received under this mechanism.
20. Prevention of Sexual Harassment of Women at the Workplace
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Information regarding the same is also provided in
the Corporate Governance Report forming part of Directors' Report.
21. Listing of Shares
The Shares of the Company are listed on BSE Limited and on the National Stock Exchange
of India Limited. Applicable listing fees have been paid up to date. The Shares of the
Company have not been suspended from trading at any time during the year by the concerned
Stock Exchanges.
22. Overall Maximum Remuneration
Particulars pursuant to Section 197(12) and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules:
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:
Director |
Category of Directorship |
Ratio |
Sri Sanjay Jayavarthanavelu |
Executive - Chairman and Managing Director |
275.42 |
Sri S Pathy |
Non-Executive - Non-Independent |
1.22 |
Sri Aditya Himatsingka |
Non-Executive - Independent |
1.22 |
Dr Mukund Govind Rajan |
Non-Executive - Independent |
1.22 |
Sri T C Suseel Kumar1 |
Non-Executive - Non-Independent, |
1.22 |
|
Nominee of Life Insurance Corporation of India (LIC) |
|
Justice (Smt) Chitra Venkataraman (Retd.) |
Non-Executive - Woman - Independent |
1.22 |
Sri Arun Alagappan |
Non-Executive - Independent |
1.22 |
Sri K Soundhar Rajhan |
Executive - Non-Independent |
19.01 |
Sri Aroon Raman (w.e.f. 11th May 2022) |
Non-Executive - Independent |
1.09 |
Sri Jaidev Jayavarthanavelu (w.e.f. 11th May 2022) |
Non-Executive - Non-Independent |
1.09 |
Note: Sitting Fees paid to the Directors is not considered as remuneration.
1
Sitting fees amount is paid to Sri T C Suseel Kumar and the Commission amount
is paid to Life Insurance Corporation of India (LIC) based on communication received from
LIC.
b. The percentage increase in remuneration of each Director, Chief Financial Officer
and the Company Secretary in the Financial Year:
Director |
Category of Directorship |
% increase |
Sri Sanjay Jayavarthanavelu |
Executive - Chairman and Managing Director |
132.67 |
Sri S Pathy |
Non-Executive - Non-Independent |
0 |
Sri Aditya Himatsingka |
Non-Executive - Independent |
0 |
Dr Mukund Govind Rajan |
Non-Executive - Independent |
0 |
Sri T C Suseel Kumar1 |
Non-Executive - Non-Independent, Nominee of Life Insurance Corporation of India (LIC) |
0 |
Justice (Smt) Chitra Venkataraman (Retd.) |
Non-Executive - Woman - Independent |
0 |
Sri Arun Alagappan |
Non-Executive - Independent |
0 |
Sri K Soundhar Rajhan* |
Executive - Non-Independent |
0 |
Sri Aroon Raman (w.e.f. 11th May 2022) |
Non-Executive - Independent |
NA |
Sri Jaidev Jayavarthanavelu (w.e.f. 11th May 2022) |
Non-Executive - Non-Independent |
NA |
Key Managerial Personnel |
Designation |
increase |
Sri V Senthil |
Chief Financial Officer |
13.89 |
Sri C R Shivkumaran |
Company Secretary |
8.43 |
*% increase in remuneration after considering the leave encashment availed during the
previous financial year is (14.77).
1
Sitting fees amount is paid to Sri T C Suseel Kumar and the Commission amount
is paid to Life Insurance Corporation of India (LIC) based on communication received from
LIC.
Note : For this purpose, Sitting fees paid to the Directors is not considered as
remuneration. The remuneration details are for the year 2022-23 (Previous Year: 2021-22).
c. The Percentage increase in the median remuneration of employees in the Financial
Year : 5.55%
d. The number of permanent employees on the rolls of Company : 3,418
e. Average percentile increase in the salaries of employees other than the managerial
personnel in the last Financial
Year is 17%. Average percentile increase in the managerial remuneration is 110% on
account of increase in profit linked remuneration.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
Yes
g. Particulars of Employees as per [Rule 5(2) and Rule 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel Rules), 2014]:
Particulars of Employees whose salary is not less than Rupees One Crore and Two Lakhs:
Table 1 1, 2 & 3
Name (Age in Years) |
Designation |
Remuneration (in D) |
Qualification |
Date of Commencement of employment (experience in years) |
Previous Employment |
Sri Sanjay Jayavarthanavelu (54 years) |
Chairman and Managing Director |
22,52,95,149 |
MBA |
03rd June 1994 (28 years) |
- |
Sri Soundhar Rajhan K (74 years) |
Director - Operations |
1,55,51,278 |
B.Sc |
09th July 1973 (49 years) |
The Kovilpatti Lakshmi Roller Flour Mills Limited |
Sri Sankar M (65 years) |
President - TMD |
1,32,33,464 |
B.Tech |
21st August 1985 (37 years) |
Star Marketing Services Limited |
1
Except Sri M Sankar, employment of others is contractual. The remuneration
includes Company's contribution to provident fund, gratuity and perquisites.
2
The remuneration details are for the Financial Year 2022-23 and all other
particulars are as on 31
st March 2023.
3
Also refer to note 2 & 3 under Table 3.
Details of employees in receipt of Remuneration / Salary for any part of the year, at a
rate which, in the aggregate, was not less than C8,50,000/- per month: Table 2 1, 2
& 3
Name (Age in Years) |
Designation |
Remuneration (in D) |
Qualification |
Date of Commencement of employment (experience in years) |
Previous Employment |
Sri Sreeramachandra Murthy Kaza (56 years) |
President - MTD |
1,14,78,790 |
B.Tech., M Tech., PG Diploma |
14th February 2019 (4 years) |
Elgi Equipments Limited |
1
The remuneration includes Company's contribution to provident fund, gratuity
and perquisites. Sri Sreeramachandra Murthy Kaza was in employment with the Company till
28
th February 2023.
2
The remuneration details are for the Financial Year 2022-23 and all other
particulars are as on 31
st March 2023.
3
Also refer to note 2 & 3 under Table 3.
Particulars of Top Ten employees in terms of remuneration drawn: Table 3 1,2,3
& 4
Name (Age in Years) |
Designation |
Remuneration (in D) |
Qualification |
Date of Commencement of employment (experience in years) |
Previous Employment |
Sri Krishna Kumar N (65 years) |
Senior Vice President - ATC |
98,05,261 |
B.E., M.E. |
01st July 1983 (39 years) |
- |
Sri Senthil V2 (44 years) |
Chief Financial Officer |
75,42,758 |
B.Com., ACA. |
23rd January 2015 (8 years) |
LMW Textile Machinery (Suzhou) Company Limited |
Sri Hari Krishna R (53 years) |
Vice President - IT |
69,00,953 |
BE. |
19th August 2019 (3 years) |
Tata Projects Limited |
Sri Indraneel Bhattacharya (58 years) |
Vice President - MTD - Marketing & Sales |
67,09,523 |
DME. |
08th February 1993 (30 years) |
Batliboi & Company Limited |
Sri Murali R (54 Years) |
Head - TMD Spares & Services |
61,92,964 |
DME., B Tech. |
01st February 2022 (1 Year) |
Ashok Leyland Ltd |
Sri Sanjay Ahuja (43 Years) |
Head - Human Resources |
61,88,772 |
BE., MBA. |
03rd May 2021 (2 years) |
TVS Motor Company Limited |
Sri Ananthan P (54 Years) |
Vice President - SCM |
61,79,584 |
BE. |
17th August 1989 (33 years) |
- |
Sri Arunachalam C (58 years) |
Vice President - TMD Global Sales |
61,05,269 |
B. Tech., MBA. |
03rd February 1992 (31 years) |
J K Synthetics Limited |
Sri Rajasekaran S (56 Years) |
Vice President - TMD, R & D |
59,08,273 |
DTT., AMIE., M. Tech., DBM. |
2nd May 1986 (37 Years) |
VR Textiles |
Sri Elangovan P (49 Years) |
Head - Business Excellence |
51,34,113 |
DME., B Tech., MS., PG Diploma. |
07th May 2018 (5 Years) |
Wabco India Limited |
1
The remuneration includes Company's contribution to provident fund, gratuity
and perquisites.
2
Except Sri V Senthil, Chief Financial Officer who is a relative (daughter's
husband) of Sri K Soundhar Rajhan, Director-Operations, no other employee is a relative
(in terms of the Companies Act, 2013) of any other Director of the Company.
3
No employee of the Company is covered by the Rule 5(2) (iii) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, that is employee,
holding by himself or with his family, shares of 2% or more in the Company and drawing
remuneration in excess of the remuneration paid to Chairman and Managing Director.
4
The remuneration details are for the Financial Year 2022-23 and all other
particulars are as on 31
st March 2023.
23. Corporate Governance
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance practices followed by the
Company is provided elsewhere in this Report. A report of the Statutory Auditors of the
Company confirming the compliance of conditions of Corporate Governance as required by
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to
this report as Annexure 4 and forms a part of the report.
24. Auditors
Statutory Auditor
Consequent to the approval of the Shareholders at their Annual General Meetings held
during 2021 & 2022 respectively, M/s S Krishnamoorthy & Co., Chartered
Accountants, with Sri B Krishnamoorthi / or Smt V Indira as signing partners were
appointed as Statutory Auditors of the Company for a second term of five Financial Years
commencing from 2021-22 and to hold office until conclusion of the Annual General Meeting
to be held during 2026.
M/s S Krishnamoorthy & Co., Chartered Accountants, Coimbatore, with Sri B
Krishnamoorthi or Smt V Indira as signing partner have consented and confirmed
their eligibility and desire to continue as Statutory Auditors of the Company for the
Financial Year 2023-24.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 (as amended), the Directors, on the recommendation of the
Audit Committee have appointed Sri A N Raman, Practicing Cost Accountant, Chennai, as the
Cost Auditor of the Company for the Financial Year 2023-24. The remuneration payable to
the Cost Auditor is subject to ratification of Shareholders at the ensuing Annual General
Meeting.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
have appointed Sri M D Selvaraj of M/s MDS & Associates LLP, Coimbatore, Company
Secretaries to undertake the Secretarial Audit of the Company for the Financial Year
2023-24.
25. Business Responsibility and Sustainability Report
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with relevant SEBI Circulars, a new reporting requirement on ESG
Parameters were prescribed under "Business Responsibility and Sustainability
Reporting" ("BRSR"). The BRSR seeks disclosure on the performance of the
Company against the nine principles of the "National Guidelines on Responsible
Business Conduct"(NGRBCs').
As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is
mandatory for the top 1,000 listed companies by market capitalisation. The BRSR of the
Company is annexed as Annexure 5 and forms an integral part of the Annual Report
26. Compliance with Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and is operating effectively.
27. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code National Company Law Tribunal (NCLT) has intimated the Company that an
Application under Section 9 of Insolvency and Bankruptcy Code, 2016 has been filed on 5th
May 2023 before the NCLT- Chennai Bench against the Company and the matter shall be listed
before the bench subject to scrutiny. Company has taken necessary legal steps in this
regard.
28. Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof Not applicable
29. Acknowledgements
Your Directors thank all customers for their continued support and patronage.
The Directors also thank the Company's Bankers, Selling Agents, Vendors, Central and
State Governments for their valuable assistance.
The Directors wish to place on record their appreciation for the cooperation and
contribution made by the employees at all levels towards the progress of the Company.
By order of the Board
|
Sanjay Jayavarthanavelu |
Place : Coimbatore |
Chairman and Managing Director |
Date : 24th May 2023 |
DIN : 00004505 |