Cheviot Company Ltd

Dear Members,

Your directors have the pleasure of presenting their report and the audited financial statements for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

2. DIVIDEND The Board of Directors have recommended a final dividend of ? 5/- per ordinary share on 60,16,875 ordinary shares of face value of ? 10/- each (50%), amounting to ? 300.84 for the year ended 31st March, 2024 (P.Y. ? 27/- per ordinary share on 60,16,875 ordinary shares of face value of ? 10/- each (270%), amounting to ? 1,624.56) payable to those members whose names shall appear in the Register of Members or the Register of Beneficial Owners maintained by the depositories, as on Friday, 14th June, 2024, being the Record Date, subject to approval of the members at the ensuing annual general meeting of the Company.

3. BUY BACK OFFER The Board of Directors have approved to Buy-Back up to 1,75,000 (One Lakh Seventy-Five Thousand) fully paid-up ordinary shares of face value of ? 10/- (Rupees Ten Only) each of the Company, representing 2.91% of the total number of ordinary shares in the issued, subscribed and paid-up ordinary share capital of the Company as on 31st March, 2024, from those members whose names shall appear in the Register of Members or the Register of Beneficial Owners maintained by the depositories, as at the close of business hours on Friday, 14th June, 2024, being the Record Date, on a proportionate basis through "Tender Offer" route using the Stock Exchange Mechanism, at a price of ? 1,800/- (Rupees One Thousand Eight Hundred Only) per ordinary share, payable in cash, for an aggregate maximum amount of ? 3150.00 representing 6.52% of the aggregate paid-up ordinary share capital and free reserves as per the latest audited standalone financial statements of the Company for the financial year ended 31st March, 2024, excluding any expenses incurred or to be incurred for the Buy-Back, subject to the approvals as may be required under the applicable laws ("Buy-Back"). The Board is of the view that Buy-Back will help the Company to return surplus cash to the members of the Company, holding shares broadly in proportion to their shareholding thereby enhancing the overall return to the members.

4. TRANSFER TO RESERVE

Your directors do not propose to transfer any amount to the reserves out of current year profits.

5. OPERATIONS AND STATE OF COMPANY'S AFFAIRS There has been no change in the nature of business of the Company during the year under review. Revenue from operations, profitability and earnings per share show under noted position during the year under review as compared to previous year:

During the year under review, there was a reduction in the capacity utilisation to the extent of 5% caused by adverse market and trading conditions and shortage of orders / demand for the product.

Domestic markets were better than export markets but there was a fall in production in both these areas. Domestic markets were affected due to poor demand in the local market other than Government orders. Export markets were depressed both in terms of volume and prices due to impact of the economic crisis and Russia-Ukraine war in Europe, impacting our primary overseas market.

Raw Jute crop was available in surplus resulting to a 15% drop on an average in the prices of Raw Jute during the year. In a falling market with less demand, the benefit of Raw Jute price drop was passed on to the consumers. Sales in value showed a sharp drop of approximately 20% due to subdued market conditions along with the impact of lower Raw Jute prices as well as lower capacity utilisation. Due to these adverse conditions, the operating profit of the Company reflects a major drop during the year under review.

Other income has shown a sharp rise to unprecedented levels in view of the buoyancy in the Indian stock markets and better returns on debt investments as well.

a) Industry structure and developments

There was a Bumper Raw Jute crop pushing down prices to record low levels.

Domestic demand was down and exports also suffered. Bulk buying from Government agencies helped the Company to remain afloat. Value added segments suffered as a result of poor demand both domestically in India and in international markets.

New wage agreement was signed on 3rd January 2024, for a period of 3 years resulting in a major impact on our wage cost.

• Government of India is supporting the Jute Industry in implementation of the Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987 and the Sugar Sector has started buying limited quantities in financial year 2023-2024. If this trend continues, an increased demand can be expected from this Sector.
• Reduction of Raw Jute prices could make Jute products competitive and help retain or gain new markets if prices continue at this level.

• Shortage of Raw Jute crop in years to come due to global warming and lower rainfall than required for farming.
• Existing markets are getting eroded by alternatives.
• Shortage of workers for the Jute Industry is a concern.
• European economy could get weaker affecting potential markets.

c) Segment-wise or product-wise performance

The Company is engaged in a single business segment i e. manufacturing and sale of jute goods. Hence, disclosure requirement as required by IND AS - 108 are not applicable in respect of business segment. However, the geographical segments considered for disclosure are as under:

* Revenue outside India includes USA ? 4,404.80 (P.Y. ? 5,799.95).** Non-current assets other than financial instruments include property, plant and equipment, capital work-in-progress, right of use assets, investment property, other intangible assets, intangible assets under development, non-current tax assets (net) and other non-current assets.

d) Outlook The Company has performed well in spite of all the challenges that appeared during the year under review. We are not hopeful of sustaining this position based on current market conditions. In view of above, outlook for current year is hazy.

e) Risks and concerns

The major areas of risk and concern for the Jute Industry are:

• Long term interest of the farmers in jute cultivation is at risk due to the hard manual work involved which the younger generation are not keen to get involved in.
• New generation workers and supervisors are looking for more modern sectors than Jute. This is creating a vacuum for skilled Jute mill workers.
• Lack of modernisation of the Jute Industry and inadequate new technologies for the Jute Sector.
• In the unorganised sector, small units have been setting up in the last 2-3 years. They are operating with lower wages and costs. Further, increase is expected in this sector which may lead to unequal competition.

f) Internal control systems and their adequacy The Board of Directors have designed and implemented various policies and procedures to strengthen the internal control system to ensure orderly and efficient recording and generation of reliable financial and operational information, safeguarding of assets from unauthorised use or losses, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information and ensuring compliance with corporate policies and applicable laws.

The Company maintains robust internal control systems in accordance with the size and complexity of its operations. The audit committee evaluates the internal control system periodically. During the year under review, no fraud was detected by the auditors. Internal audit findings and recommendations were presented to the Audit Committee and necessary remedial measures were implemented promptly.

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2024, based on the essential components of internal controls over financial reporting criteria established by the Company.

g) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance:

The reason for decline in revenue from operations and value of export sales are twin effect of lower capacity utilisation and slash in sale prices in a retreating market. The slump in demand was witnessed in both domestic and international markets during the year under review. Orders were impacted in the backdrop of such an adverse market condition observed during the year under review.

Capex was higher in previous year due to setting up of a new weaving unit.

Other financial and operational parameters remained stable during the year under review.

h) Material developments in human resource/industrial relations front, including number of people employed Industrial relations remained cordial during the year under review. There is shortage of new entrants in the Jute Industry. A fresh Tripartite Agreement was executed during the year on 3rd January, 2024 which inter alia increased the House Rent Allowance of workers from 5% to 7.5% and increased the entry level wages for new incumbents from ? 370/- per day to ? 485/- per day. The impact of the new wages was implemented from 3rd February, 2024. The Company continues to impart in-house training to new entrants to bring about all-round improvement in their working knowledge and skills. The Company also continues its various staff welfare schemes. During the year ended 31st March, 2024, the Company had 4,098 employees on rolls.

i) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof

Increase in other non-operating income improved the bottom line and EBITA, which is reflected in net profit margin and interest coverage ratio being higher compared to previous year. The decline in sales realisation in value terms and increase in average inventories have caused the dip in the Inventory Turnover Ratio. Please refer to Note 54 to the financial statements for the financial year ended 31st March, 2024 for more details on Financial Ratios.

j) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

The increase in other non-operating income escalated the Return on Net Worth.

k) Cautionary statement

Certain statements made in this section of the report is based on the prevailing situation and future expectation are anticipated based on the prevailing market situation. Forward looking statements are stated under Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and/or the Companies Act, 2013. Actual results may differ from those expressed or implied in the statements depending on the circumstances.

7. SHARE CAPITAL

The Company has one class of issued share i.e. ordinary share of face value of ? 10/- each.

The issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2024 stood at ? 602.04 consisting of 60,16,875 fully paid up ordinary shares of ? 10/- each (including ? 0.35 being the amount originally paid up on 7,000 ordinary shares not fully paid-up and forfeited).

The shares of Cheviot Company Limited are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees for the financial year 2024-25 to the stock exchanges. The shares of the Company are tradeable in dematerialised form and can be held in electronic form with any depositories under ISIN: INE974B01016.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.

8. CORPORATE GOVERNANCE In terms of Regulation 34(3) of the SEBI Listing Regulations, a separate report on corporate governance together with a certificate from M/s Rahul Srivastava & Co., a firm of practising company secretaries, confirming compliance thereof is given in Annexure-I forming part of this report.

9. ANNUAL RETURN The Annual Return of the Company is available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Particulars of investments made by the Company have been disclosed in Note 9 and Note 14 to the financial statements for the financial year ended 31st March, 2024. The Company has not given any loan or guarantee during the year.

11. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY The Board of Directors have formulated a risk management policy for the Company, identifying therein the elements of risk and concern that may threaten the existence of the Company. The senior management monitors the risk elements, risk assessment and minimisation procedures on a quarterly basis and updates the Audit Committee and the Board from time to time. The elements of risk and concern are periodically evaluated by the Board of Directors in a systematic approach to identify any change in risk elements and mitigate or reduce the impact of risk elements. Discussion on risks and concerns have been made in this report under the head ‘management discussion and analysis'.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year under review, your Company has spent ? 143.01 on CSR which is more than 2% of the average net profits of three immediately preceding financial years computed as per Section 135 read with Section 198 of the Companies Act, 2013. CSR programs were oriented toward various activities to support education, healthcare, promote nationally recognised sport and for the benefit of armed force dependents.

The annual report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure-II forming part of this report.

The composition of CSR Committee for the year ended 31st March, 2024 is given below:

The corporate social responsibility committee has been re-constituted w.e.f. 1st April, 2024 as under:

The composition of CSR Committee, CSR Policy and CSR Projects approved by the Board of Directors are available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

13. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 read with Rules thereunder and Regulation 22 of the SEBI Listing Regulations for the employees and directors to report their grievance(s) / concern(s) about instances of unethical behaviour, actual or suspected fraud or violation of Company's code of conduct to the Vigilance Officer or the Chairman of the audit committee. During the year under review, no complaint was reported to the audit committee. The whistle blower policy is available on the Company's website at https://www.cheviotgroup.com/investors/.

14. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS In compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the nomination and remuneration committee had followed the laid down criteria for identification of persons who are eligible to hold the office of director, key managerial personnel and senior management of the Company including determination of qualifications, positive attributes and independence of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The nomination and remuneration committee has affirmed that the remuneration paid to directors, key managerial personnel and senior management are as per the remuneration policy of the Company.

The remuneration policy and criteria for determining qualifications, positive attributes and independence of a director are available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT Business Responsibility and Sustainability Report on the environmental, social and governance disclosures in terms of Regulation 34(2)(f ) of the SEBI Listing Regulations, was not applicable to the Company for the year under review, based on market capitalisation calculated as on the 31st day of March of the preceding financial year.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES No company has become or ceased to be the Company's subsidiary, joint venture or associate company during the year. The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2024.

17. ANNUAL PERFORMANCE EVALUATION During the year under review, the Board of Directors made internal evaluation of performance of its own, its committees and individual directors based on criteria laid down by the nomination and remuneration committee and expressed their satisfaction with the evaluation process and the performance of the Board as a whole, its committees, and individual directors including Independent Directors, was found to be satisfactory. The nomination and remuneration committee had carried out annual performance evaluation of individual directors and the independent directors at their separate meeting held on 4th March, 2024 had evaluated the performance of the chairman and managing director, other non-independent directors and the Board as a whole.

The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of Directors etc.

The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

The evaluation of directors was based on criteria such as preparedness for board meetings, attendance, judgements, contribution to risk management, adherence to Company's code of conduct and corporate governance, pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest and related parties in timely manner etc.

18. NUMBER OF MEETINGS OF THE BOARD The Board of Directors met 4 (four) times during the year under review. More details are available in the report on corporate governance.

19. COMPOSITION OF AUDIT COMMITTEE The Board of Directors have constituted the audit committee with three directors as members. All members of audit committee are financially literate and Chairman of the audit committee, is a qualified Chartered Accountant having accounting and financial management expertise. Two-third of the members of audit committee are independent directors.

The composition of the audit committee for the year ended 31st March, 2024 was as follows:

The audit committee has been re-constituted w.e.f. 1st April, 2024 as under:

More details are given in the report on corporate governance. The Board of Directors have accepted all the recommendations of the audit committee during the year under review.

20. PARTICULARS OF REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-III forming part of this report.

The details prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, with regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and second proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection in electronic mode and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

21. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of sub-section 3(c) read with sub-section 5 of Section 134 of the Companies Act, 2013, the directors hereby state to the best of their knowledge and belief that:

1. (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. (b) the directors had selected such accounting policies and applied them consistently and made judgements 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;
3. (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. (d) the directors had prepared the annual accounts on a going concern basis;
5. (e) the directors had 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 ) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There has been no material change and/or commitment affecting the financial position of the Company between the end of the financial year and date of this report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure-IV forming part of this report.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Board of Directors had laid down internal financial controls for preparation of reliable financial statement. The measures taken to ensure the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information were found to be adequate and operating effectively. The audit committee and the auditors periodically improvises the internal financial controls system. The financial records maintained in electronic mode were found to have a proper system for storage, retrieval, display or printout of the electronic records and remain accessible in India at all times.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors have formulated a policy on materiality of related party transactions and on dealing with related party transactions which has been disclosed on the website of the Company. All transactions entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI Listing Regulations, during the year, were in the ordinary course of business and at arm's-length price.

There was no material related party transaction or material modification(s) in related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other related parties which may have potential conflict with the interest of the Company at large or which warrants the approval of the members. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for the financial year ended 31st March, 2024 and hence does not form part of this report.

In compliance with IND AS-24, details of all related party transactions entered into by the Company are disclosed in Note 51 to the financial statements for the financial year ended 31st March, 2024. All related party transactions were placed before the audit committee and the Board of Directors for prior approval and reviewed by the audit committee on a quarterly basis.

26. DIRECTORS

The following changes took place in the Board of Directors of the Company, duly approved by the members:

1. (a) Mr. Navin Nayar (DIN: 00136057), Mr. Padam Kumar Khaitan (DIN: 00019700) and Mr. Sushil Kumar Dhandhania (DIN: 00181159), independent directors of the Company, vacated their office on completion of second term of office as Independent Director of the Company on 31st March, 2024.
2. (b) The vacancies caused in the office of independent director, were filled by the appointment of Mr. Sutirtha Bhattacharya (DIN: 00423572), aged 66 years, Mr. Deo Kishan Mohta (DIN: 00060170), aged 71 years and Mr. Siddharth Jhajharia (DIN: 01385496), aged 50 years, as independent directors of the Company with effect from 1st April, 2024 to 31st March, 2029, not liable to retire by rotation.
3. (c) Mrs. Rashmi Prashad (DIN: 00699317), aged 63 years, completed her first term of office as independent director of the Company on 31st March, 2024. Based on her performance evaluation report and fulfilment of other eligibility criteria, she was re-appointed as independent director for a second term of 5 (five) consecutive years from 1st April, 2024 to 31st March, 2029, not liable to retire by rotation.
4. (d) Mr. Abhishek Murarka (DIN 00118310), aged 47 years, was appointed as a wholetime director w.e.f. 25th May, 2023.

All the independent directors have declared that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations. In the opinion of the Board of Directors, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board of Directors are satisfied of the integrity, expertise and experience of all the independent directors on the Board of Directors. All the independent directors have registered themselves on Independent Directors Databank.

Mrs. Malati Kanoria (DIN 00253241), aged 67 years, shall retire by rotation at the ensuing annual general meeting and, being eligible, offers herself for re-appointment. She was appointed as a non-independent, non-executive director liable to retire by rotation. She belongs to the promoter group. She is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013 and have given her consent to act as director, if re-appointed. The nomination and remuneration committee have recommended her re-appointment for which appropriate resolution has been included at Item No 3 of the Notice convening the 126th annual general meeting. The Board recommends passing of the same. The information about the director seeking re-appointment as required under the Companies Act, 2013, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings have been given in the notice convening the 126th annual general meeting.

27. KEY MANAGERIAL PERSONNEL

During the year under review, all the Key Managerial Personnels continue to hold their offices.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the amount of dividend which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the IEPF Authority (IEPF) established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the members for seven consecutive years or more shall be transferred to the demat account of the IEPF.

Accordingly, the Company has transferred ? 13.18 lying in the unpaid interim dividend account for the financial year 2015-16 to the bank account of IEPF on 24th April, 2023 and 2,311 ordinary shares on which dividend have not been paid or claimed by the members for seven consecutive years or more were transferred to the IEPF by 15th May, 2023.

Further, ? 1.32 lying in the unpaid dividend account for the financial year 2016-17 along with 20,307 ordinary shares on which dividend have not been paid or claimed by the members for seven consecutive years or more will be transferred to the IEPF after completion of seven years in October, 2024.

The DPID/CLID/folio-wise details of unpaid dividend and shares transferred / to be transferred to the IEPF Authority are available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future. Details of contingent liabilities and commitments (to the extent not provided for) are disclosed in Note 43 to the financial statements for the financial year ended 31st March, 2024.

30. PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. There is no deposit held by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "SHWW Act") and Rules made thereunder. The Company has adopted a policy in line with the provisions of the SHWW Act and the Rules made thereunder. During the year under review, no complaint of sexual harassment has been received by the Internal Complaint Committee. More details are available in the report on corporate governance.

32. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or proceeding was initiated under the Insolvency and Bankruptcy Code, 2016 during the year under review.

33. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any bank or financial institution necessitating disclosure or reporting in respect of difference in valuation done by the Company.

34. CREDIT RATING

Crisil Ratings Limited has assigned long-term rating of A+/stable and short-term rating of A1+ to the Company for the working capital and term loan facilities availed by the Company. There has been no revision in the credit rating during the year under review.

35. STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was re-appointed as statutory auditors of the Company for the second term of 5 (five) consecutive years at the 124th annual general meeting held on 12th August, 2022, to hold office till the conclusion of the 129th annual general meeting to be held in the calendar year 2027.

There has been no qualification, reservation or adverse remark in the Independent Auditors' Report for the financial year ended 31st March, 2024. The statutory auditors have not reported any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013 necessitating disclosure in the Board's Report.

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The cost accountant has not reported any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013 necessitating disclosure in the Board's Report.

Pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, have re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), as cost auditor for the financial year ending 31st March, 2025 to conduct the audit of the cost accounting records maintained by the Company. The resolution included at Item No. 4 of the notice convening the 126th annual general meeting seeks members' ratification to the remuneration payable to the cost auditor as approved by the Board of Directors. M/s D. Radhakrishnan & Co., have long experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

The Cost Audit Report of the Company for the financial year ended 31st March, 2023 was filed with the ROC in XBRL mode on 26th September, 2023.

37. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The Board of Directors have appointed M/s MR & Associates, a firm of practicing company secretaries (CoP 2551) to carry out the secretarial audit under the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 24A of the SEBI Listing Regulations. The report from the secretarial auditor in Form MR-3 for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse remarks. The secretarial audit report is enclosed as Annexure V to this report. During the year under review, the secretarial auditor did not report any matter under Section 143(12) of the Companies Act, 2013 necessitating disclosure in the Board's Report. During the year under review, there was a delay in filing intimation to the stock exchanges on 30th January, 2024 under Regulation 30 of the SEBI Listing Regulations which occurred due to an omission in reading the timelines prescribed under SEBI circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July, 2023.

Further, the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2024 received from the secretarial auditor has been filed with the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited on 14th May, 2024.

38. SECRETARIAL STANDARDS

The directors have devised proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review and such systems are adequate and operating effectively.

39. ACKNOWLEDGEMENTS

Your directors express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers and vendors during the year under review. Your directors also acknowledge the committed services rendered by the employees at all levels.