To the Members,
The Directors present the 14th Annual Report of Chennai Ferrous Industries Limited
("the Company") along with the Audited Financial Statements for the financial
year ended 31st March, 2024.
FINANCIAL RESULTS
(Rupees in Lakhs)
| S.N Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
| 01. Revenue from Operations (Net) |
13,642.29 |
13,890.27 |
| 02. Other Income |
660.60 |
339.50 |
| 03. Total Income |
14,302.90 |
14,229.77 |
| 04. Operating Profit (PBIDT) |
597.53 |
439.94 |
| 05. Finance Cost |
10.17 |
2.07 |
| 06. Depreciation and Amortisation Expenses |
113.70 |
108.47 |
| 07. Profit before tax |
473.67 |
329.40 |
| 08. Tax Expense |
194.51 |
- |
| 09. Net Profit before the year |
279.16 |
329.40 |
| 10. Other Comprehensive Income/Losses |
- |
- |
| 11. Total Comprehensive Income for the period |
279.16 |
329.40 |
| 12. Earnings per share (in Rs.) |
7.74 |
9.14 |
PERFORMANCE REVIEW
The Company's revenue from operations for the year under review is Rs. 13,642.29 lakhs
as compared to Rs. 13,890.27 lakhs in the previous year. The Profit After Tax is at Rs.
279.16 lakhs as compared to Rs. 329.40 lakhs in the previous year.
SHARE CAPITAL
During the year under review, there were no changes in the share capital of the
Company.
DIVIDEND
The Directors have not recommended any Dividend on equity shares of the company for the
year ended 31st March 2024.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act,2013 ["the Act"], the
Directors of the Company, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts for the year ended 31st March 2024, the
applicable accounting standards have been followed and there are no material departures;
b. they 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 as at 31st March 2024 and of the profit of the
Company for the year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. they have prepared the annual accounts of the Company on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively: and
f. the have devised proper systems to ensure compliances with provisions of all
applicable laws and that such systems are adequate and operating effectively.
Based on the framework of the internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors including the audit of internal financial controls over the
financial reporting by the statutory auditors and reviews performed by the management and
the audit committee , the Board of Directors is of the opinion that the Company's internal
financial controls were adequate and effective during the financial year 2023-24.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Balasubramanian Anandan, Non-Executive Independent Director, and Mr.
Venkatasubramanian Pichaiswaminathan, Non-Executive Non-Independent Director, resigned
from the Board of Directors of the Company, effective at the close of business on 14th
August 2023. The Board sincerely appreciates the valuable contributions they made during
their tenure as Directors.
Mr. Nagarajan Ramakrishnan and Mr. Muthaiyan Saravanan, who were appointed as
Additional Directors, under Non-Executive Non-Independent Category, at the Board meeting
held on 14th August 2024, will hold office until the ensuing Annual General Meeting. They
were appointed as Directors at the 13th Annual General Meeting held on 26th September
2023.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles
of Association of the Company, Mr. R. Natarajan, Managing Director of the Company, retires
by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for
reappointment.
Key Managerial Personnel
During the period under review Mrs K.V.Lakshmi- Company Secretary, died in a Car
accident. The Board places on record its appreciation of the contributions made by her to
the Company.
During this period, Mr. Babu Kumaran was appointed as the Company Secretary and
Compliance Officer of the Company, effective from 8th January 2024.
Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial
Personnel of the Company as on 31st March 2024 are Mr. R. Natarajan, Chairman and Managing
Director, Mr. Karthikeyan Kunjithapatham, Chief Financial Officer and Mr Babu Kumaran,
Company Secretary.
MEETINGS
Board Meetings
The Board of Directors met seven times during the financial year 2023-24. The meetings
were held on 24th April 2023, 23rd May 2023, 14th June 2023, 14th August 2023, 3rd
November 2023, 8th January 2024 and 30th January 2024. In order to transact urgent
business, approval of the Board/ Committees were taken by passing resolutions through
circulation pursuant to Section 175 of the Companies Act, 2013, which were noted at the
subsequent meeting of the Board /Committees, as the case may be.
Committee Meetings
The Audit Committee met four times during the year 2023-24. The meetings were held on
23rd May 2023, 14th August 2023, 3rd November 2023 and 30th January 2024.
The Nomination and Remuneration Committee met once during the year 2023-24.
The Stakeholders Relationship Committee met twice during the year 2023-24.
Corporate Social Responsibility Committee
During the period under review the Company is not covered under section 135 of the
Companies Act, 2013 and formulation of CSR policy and constitution of a CSR committee did
not arise.
BOARD EVALUATION
The Board of Directors has carried out the annual evaluation of its own performance,
Board Committees and individual Directors pursuant to the provisions of the Companies Act,
2013 and the applicable SEBI Listing Regulations.
The performance of the Board was evaluated by the Board seeking inputs from all
directors on the basis of criteria such as adequacy of the composition of the Board and
its committees, Board culture, effectiveness of board processes and performance of
specific duties, obligations and governance. The performance of the Committees was
evaluated by the Board on the basis of criteria such as composition of committees,
effectiveness of committee meetings, etc., The individual directors were evaluated on
parameters such as level of engagement and contribution of the individual Director to the
Board and committee meetings, independence of judgement, etc,.
In a separate meeting of the independent directors held on 30th January 2024,
performance of the non-independent directors and Board as a whole was reviewed and
performance of Chairman of the Company was reviewed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being
evaluated.
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at www.chennaiferrous.com.
ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to the
financial statements. During the year, such controls were evaluated and no reportable
deficiency in the design or operation of such controls were observed.
AUDIT COMMITTEE
The Company has a qualified independent Audit Committee in compliance with the
provisions of Section 177 of the Companies Act,2013 read with Companies (Meetings of Board
and its Powers) Rules, 2014 and applicable SEBI Listing Regulations.
a) Composition
The Audit Committee is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and
applicable SEBI Listing Regulations, as may be amended from time to time. The Committee
comprises of the following members as on 31st March 2024: -
| S.N |
Name of the Member |
Executive/Non-Executive/ Independent |
Profile |
| 1. |
Mr. Nagarajan Ramakrishnan |
Non-Executive Independent |
Chairman |
| 2. |
Mrs. Mohan Chitra |
Non-Executive Independent |
Member |
| 3. |
Mr. Muthaiyan Saravanan |
Non-Executive Independent |
Member |
All the members of the Audit Committee are financially literate.
b) Terms of reference:
The Audit Committee acts in accordance with the terms of reference as specified by the
Board, pursuant to the provisions of Section 177 of the Act read with Companies (Meetings
of Board and its Powers) Rules, 2014 and applicable SEBI Regulations.
Recommending the appointment, remuneration and terms of appointment of auditors of the
company;
Examining the financial statement and auditor's report thereon;
Reviewing, with the management the quarterly financial statements before submission to
the Board for approval; Approval or any subsequent modification of transactions of the
company with related parties; Evaluating the internal financial controls and risk
management systems;
Calling for the comments of the auditors about internal control systems, the scope of
audit, including the observations of the auditors and review of financial statement before
their submission to the Board and also discuss any related issues with the internal and
statutory auditors and the management of the company. Reviewing the functioning of the
whistle blower mechanism. Scrutiny of inter-corporate loans and investments; Valuation of
undertakings or assets of the Company, wherever it is necessary;
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139, 142 of the Companies Act,2013 read with
Companies (Audit & Accounts) Rules, 2014 M/s. S.K. Gulecha & Associates, Chartered
Accountants, Chennai (Firm Registration No. 013340S) were appointed as the Statutory
Auditors of the Company by the shareholders for the term of 5 Consecutive years, from the
conclusion of the 10th Annual General Meeting (AGM) of the Company till the conclusion of
the 15th Annual General Meeting to be held in the year 2025. The requirement to place the
matter relating to appointment of auditors for ratification by Members at every AGM has
been done away with pursuant to the Companies (Amendment) Act, 2017, effective from May 7,
2018. Accordingly, no resolution is being proposed for ratification of appointment of
statutory auditors at the ensuing AGM.
The Notes to financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed Mr. M.K. Madhavan, M/s M.K. Madhavan & Associates, Practising Company
Secretaries as Secretarial Auditor to conduct Secretarial Audit for the financial year
2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is
annexed herewith as Annexure-I to this Report. The Company inadvertently missed to
upload the status of reclassification application filed for reclassification of certain
members of Promoter and Promoter Group to public category.
RISK MANAGEMENT
The Board of Directors has developed and implemented a Risk Management Policy for the
company. The Board is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee additionally overviews the financial risks and
controls. The Risk Management Policy is available on the website of the Company at
www.chennaiferrous.com.
VIGIL MECHANISM
The Company has established a Vigil Mechanism for Directors and Employees to report to
the management about any unethical behaviour, fraud or violation of Company's code of
conduct, pursuant to Section 177 (9) of the Companies Act, 2013, and the applicable SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. The mechanism provides
for adequate safeguards against victimization of employees and Directors who use such
mechanism and make provision for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.
During the year the board has not received any complaints / grievances from the
employees of the company. The Whistle Blower Policy is available on website of the Company
at www.chennaiferrous.com.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not made, given or provided any loans or investment or guarantee or
security to any person or body corporate under the provisions of Section 186 of the
Companies Act,2013.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to Section 134 (3) (h) of the
Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed
herewith as Annexure-II to this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013,
the Annual Return in Form MGT 7 shall be placed on the website of the company at
www.chennaiferrous.com after the conclusion of the 14th Annual General Meeting.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act ,2013 read with
Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel), Rules,
2014 is annexed herewith as Annexure-III to this Report. Pursuant to Rule 5(2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, there are
no employees drawing remuneration in excess of eight lakh and fifty thousand rupees per
month or one crore and two lakh rupees per year during the year under review.
CORPORATE GOVERNANCE
In accordance with Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015, the
compliance with the corporate governance provisions as specified in Regulations 17, 17A,
18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) and (t) of
sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V shall not apply in
respect of-
The listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty-five crore, as on the last day of the previous
financial year.
Since the paid up Equity Share Capital and Net-worth of the Company as on the last day
of the previous financial year was below the stipulated limits as prescribed under
Regulation 15 (2) (a) of SEBI (LODR) Regulations, 2015, the compliance with the corporate
governance provisions shall not be applicable to the Company.
As required under Schedule V (B) of SEBI Listing Regulations, Management Discussion and
Analysis Report is attached and forms part of this report.
SECRETARIAL STANDARDS
The Company complies with all the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace
pursuant to the requirements of the Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder.
Accordingly, Internal Complaints Committee ["ICC"] has been constituted for
redressal of any sexual harassment complaint. The following is the summary of the
complaints during the financial year 2023-24:-
a) Number of Complaints received during the financial year : Nil b) Number of
Complaints disposed of during the financial year : Nil c) Number of Complaints pending as
on end of the financial year : Nil
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign
exchange earnings and outflow as required to be disclosed under Section 134 (m) of the
Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure-IV to this Report.
STATE OF COMPANY AFFAIRS
Management of Discussion and Analysis Report for the year under review, as stipulated
in Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the
annual report. It contains a detailed write up and explanation about the performance of
the company.
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between 31st March 2024 and 28th August 2024.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial Year 2023-24, no order has been passed by any regulatory
authorities or Courts impacting the going concern status and Company's operations in
future.
ACKNOWLEDGEMENT
Your directors express their grateful appreciation for the assistance and cooperation
received from the Banks, Government Authorities, Corporate Professionals, Customers,
Vendors and Shareholders during the year under review, in aiding the smooth flow of
operations. Continued dedication and sense of commitment shown by the employees at all
levels during the year deserve special mention.
|
For and on behalf of the Board of Directors |
|
| Place: Gummidipoondi |
Nagarjan Ramakrishnan |
R. Natarajan |
| Date : 28th August, 2024 |
Director |
Chairman & Managing Director |
|
DIN: 08315738 |
DIN: 00595027 |
