To share holders
Dear shareholders,
Your directors present the fiftieth annual report and the company's audited financial
statements for year ended 31st march 2025.
1. State of company's affairs, dividend and reserve
I. Financial performance / appropriations / transfer to reserves
The company's financial performance for the year ended march 31, 2025 is summarized
below.
(' in lakhs)
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Sales turnover |
7964.93 |
8709.10 |
| Profit/ (loss) before depreciation and taxes |
(80.86) |
(235.11) |
| Depreciation |
249.44 |
243.72 |
| Profit / (loss) before taxes |
(330.30) |
(478.83) |
| Appropriations/adjustments |
|
|
| Provision for taxes - current tax of prior period |
- |
- |
| - deferred tax |
1.18 |
(23.29) |
| Profit after tax - transferred to retained earnings |
(331.48) |
(455.54) |
The sales turnover for the year is rs.7964.93 lakhs as against rs. 8709.10 lakhs in the
previous year. There is fall in turnover in both engineering and textile divisions due to
reduced demand for the products of the company. However, the loss has come down. The loss
during the year is rs. 331.48 lakhs as against the loss of rs.455.54 lakhs in the previous
year. The entire loss has been transferred to retained earnings. No dividend has been
considered due to loss.
Ii. Operations:
The performance of the engineering division has been sluggish like previous year,
affected by reduced inflow of orders and low capacity utilization. Engineering division
has, however, made some profit due to better prices realized in local market and exports.
Textile division's capacity utilization was marginally higher than last year, but the
sales turnover is less due to reduced prices for yarn. No profits could be made as the
margins were not adequate to cover the costs. More details are provided in the management
discussion and analysis report. The total capital expenditure incurred during the year is
rs.56.77 lakhs.
Industrial relations:
The relationship with the workmen has been cordial in all the units of the company.
R&d
The existing products of the company are under continuous development to improve
productivity, savings in power and reduce cost of production.
Borrowings:
Secured
The company has term loans availed from the banks for capital expenditure and the loans
provided during the covid crisis for working capital. The total secured term loans
outstanding as at 31/03/2025 is rs.295.38 lakhs.
For working capital, the company has a fund based limit of rs.1500 lakhs with sublimits
for non fund based requirements. The total outstanding of working capital limits as at
31/03/2025 is rs.922.77 lakhs. The company has serviced the interest / repayment
obligations of all the above loans, in time, without any delay.
Unsecured loans from directors/promoters
The company also has unsecured loans from directors/promoters. The total outstanding
loan amount as at 31/03/2025 is rs.1730.69 lakhs. The interest rate is 7.5% pa.
Considering the losses for the year, the promoters have waived the interest on this loan
upto 31.03.2028. As per the terms stipulated by state bank of india, the unsecured loans
cannot be repaid without their approval and the rate of interest should not exceed the
rate charged by the bank for the credit facilities given to the company.
The losses during the current year and in previous year have affected the liquidity
position of the company and reduction in net working capital. State bank of india has also
stipulated a condition that promoters have to infuse additional funds to improve the
liquidity / current ratio / net working capital.
2. Annual return
The copy of the annual return is disclosed in the company's website:
www.veejaylakshmi.com
3. Number of meetings of the board
Four meetings of the board of directors were held during the year. Further details in
this respect and details of meetings of the committees are provided under the report on
corporate governance.
4. Directors' responsibility statement
Your directors hereby state that
• in preparation of annual accounts for the financial year ended march 31, 2025,
the applicable accounting standards have been followed along with proper explanation.
There has been no material departures.
• the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for the year ended 31st
march 2025.
• the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities.
• the directors have prepared the annual accounts for the financial year ending
march 31, 2025 on a going concern basis.
• the directors had laid down internal financial controls to be followed by the
company and that such internal controls are adequate and are operating effectively.
• the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
5. Nomination and remuneration committee and policy
The appointment of directors and fixation of their remuneration is as per the
guidelines laid down in the nomination and remuneration policy of the company formulated
in compliance with section 178 of the companies act, 2013 and rules in this respect under
the act. The policy lays down the role of the nomination and remuneration committee, the
criteria for appointment of managerial personnel and independent directors and other
matters as provided under sub-section (3) of section 178 of the act. The nomination and
remuneration policy is available on the company website: www.veejaylakshmi.com
6. Declaration by independent directors
The independent directors have submitted their disclosures to the board that they
fulfill all the requirements as stipulated in section 149(6) of the companies act, 2013 so
as to qualify themselves to be appointed as independent directors under the provisions of
the above act and the relevant rules.
7. Auditors and auditors' report statutory auditors
M/s. N r d associates., chartered accountants, statutory auditors of the company, hold
office till the conclusion of the annual general meeting to be held in 2027. The statutory
auditors' report does not contain any qualification, reservation or adverse remark. There
is no instance of fraud reported by the statutory auditors of the company.
Secretarial auditor
The board has appointed mr k. Duraisami, practicing company secretary to conduct
secretarial audit for the financial year 2024-25. The secretarial audit report does not
have any adverse observation.
8. Particulars of loans/guarantee/ investments/deposits
The company has not provided any inter-corporate loans/ guarantees. Details of other
loans/advances and investments of the company in the shares of other companies are
provided under note 5 and 8(e) of notes to balance sheet appearing elsewhere in this
annual report. The amount of investment made by the company does not exceed the limits as
specified in section 186 of the companies act, 2013.
The company has not accepted any deposits from public during the year and there are no
deposits from the public as at 31.3.2025. The company has unsecured loans from promoters /
directors.
9. Contracts and arrangements with related parties
All contracts / arrangements / transactions entered by the company during the financial
year with related parties were in the ordinary course of business and were on arm's length
basis. During the year, the company had not entered into any contract / arrangement /
transaction with related parties which could be considered material. Your directors draw
attention of the members to note no.31 to the financial statement which sets out related
party disclosures.
10. Material changes and commitments after 31/03/2025
No significant changes in the working of the company from 31/03/2025 till the date of
the report.
11. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The particulars relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required to be disclosed under the act, are provided in
annexure-3 to this report.
12. Risk management
The company follows a comprehensive and integrated risk appraisal, mitigation and
management process. The identified elements of risk and risk mitigation measures are
periodically reviewed and revised by the board of directors. The company's risk management
policy, approved by the board is posted on the website of the company. The listing
regulations in this respect (reg.21(5) is not applicable to the company.
13. Evaluation of board performance
The nomination and remuneration committee of the company has formulated the criteria
for evaluation of the performance of each director, board of directors, committees of the
board and independent directors. Based on this and the guidelines in this regard issued by
sebi the performance evaluation has been undertaken. A separate meeting of independent
directors has been convened for this purpose during the year.
14. Additional information as per rule 8(5) of companies (accounts) rules, 2014
| Sl. No. Particulars |
Related disclosures |
| The financial summary or highlights |
The financial highlights including state of affairs of the company,
dividend and reserve have been provided elsewhere in this report |
| Ii The change in the nature of business |
The business of the company is manufacture of cotton yarn, knitted
fabric, two for one twisting machines and assembly winders. There was no change in the
business of the company. |
| Iii. The details of directors or key managerial personnel who were
appointed or have resigned during the year |
Three new independent directors have been coopted effective from
25.09.2024 on retirement of previous incumbents, who ceased to be directors of the company
with effect from 25-09-2024. The board of directors are of the opinion that their
integrity, expertise and experience is satisfactory. |
| Iv. The names of the companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during the year |
Nil |
| V. The details relating to deposits, covered under chapter v of the act |
The company has not accepted any amount which falls under the purview of
chapter v of the act. |
| Vi. The details of deposits which are not in compliance with the
requirements of chapter v of the act. |
Na |
| Vii. The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future. |
No significant or material orders were passed by the regulators or courts
or tribunals which impact the going concern status of the company. |
| Viii. The details in respect of adequacy of internal controls with
reference to the financial statements |
The company has adequate internal financial controls in place with
reference to financial statements. During the year such controls were reviewed and ensured
that it had no material weakness. The financial statements are prepared in accordance with
the indian accounting standards issued by the ministry of corporate affairs |
| Ix. Maintenance of cost records under subsection (1) of section 148 of
the companies act, 2013 |
The company has duly made and maintained the cost records. |
| X. Insolvency & bankruptcy code, 2016 |
No application is made, or any proceeding is pending under the insolvency
& bankruptcy code, 2016 during the year under review. |
| Xi. Details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof. |
Not applicable - there was no instance of one-time settlement with any
bank or financial institution. |
| Xii. A statement by the company with respect to the compliance to the
provisions relating to the maternity benefit act ,1961 |
Complied with. |
15. Directors
Sri. V.j. Jayaraman, director will retire by rotation at the ensuing annual general
meeting and being eligible he offers himself for reappointment.
16. Audit committee and vigil mechanism
The audit committee as at end of the year comprises independent directors sri k.
Narendra (chairman), sri t.s.v. Rajagopal, sri r. Gurubatham, smt. Sasirekha vengatesh and
whole time director cum chief financial officer sri d.ranganathan. All the recommendations
made by the audit committee were accepted by the board.
The vigil mechanism of the company also incorporates whistle blower policy stipulated
under the listing regulations. Execution of the responsibility in terms of the policy has
been entrusted to the audit committee. Protected disclosures can be made by a whistle
blower through an e-mail, or over telephone or by a letter to the chairman of the audit
committee.
The policy on vigil mechanism and whistle blower may be accessed on the company's
website: www. Veejaylakshmi.com
17. Prevention of sexual harassment at work place
As per the provisions of sexual harassment of women at workplace (prevention,
prohibition and redressal) act, 2013, the company has constituted a complaints committee
within hr department. No complaints were received by the committee during the year
2024-25.
18. Equity capital / listing
The company's equity shares continue to be listed at bse limited and we confirm that
listing fee for the financial year 2024-25 has been paid. There is no change in the
paid-up share capital during the year.
19. Particulars relating to remuneration of directors/employees
Disclosure under sub rule (2) of rule (5) of companies (appointment & remuneration
of managerial personnel) rules, 2014:
A. Ratio of remuneration of each director to the median remuneration of the employees
of the company for the financial year ended march 31, 2025 and the percentage increase in
remuneration of each director, chief financial officer, chief executive officer, company
secretary or manager in the financial year ended march 31, 2025:
Median remuneration of employees in the financial year 2024-25. : rs. 143856/- pa.
B. There has been about 6% increase in the median remuneration of the employees over
that during the financial year 2023-24.
C. Number of employees on the rolls of company as on 31st march, 2025 : 454
D. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase in remuneration other than managerial personnel is 27.88%
and average percentile increase / (decrease) in remuneration for managerial personnel is
1.97%.
E. Affirmation that the remuneration is as per the remuneration policy of the company:
Your directors affirm that the remuneration is as per the nomination and remuneration
policy of the company.
F. Details of top ten employees in terms of gross remuneration:
Details given in annexure 4.
G. There are no employees who are paid remuneration in excess of rs.102 lakhs per annum
or rs.8.5 lakhs per month
20. Corporate governance
The report on corporate governance as stipulated under the listing regulations forms an
integral part of this report. The requisite certificate from the practicing company
secretary confirming compliance with the conditions of corporate governance is attached to
the report on corporate governance.
21. Particulars of contracts and arrangements
The prescribed form aoc-2 in this respect is attached as annexure 2.
22. Corporate social responsibility
Not applicable to the company under the relevant provisions of the companies act, 2013.
23. Associate company
The company holds 26.2% shares in m/s veejay sales and services limited which falls
under the category of associate company as per the provisions of the companies act. The
main income of the company is from generation of power through wind mills and the details
are furnished separately in this report under annexure-i.
24. Acknowledgement
The board of directors wishes to place on record their sincere appreciation to the
customers, suppliers, business partners and group companies and shareholders for their
support. The directors would like to thank the bankers as well. The directors would take
this opportunity to express their appreciation for the dedicated efforts of the employees
and their contribution which is deeply acknowledged.
|
For and on behalf of the board of directors |
| Coimbatore |
(sd/-) v.j. Jayaraman |
| May 29, 2025 |
Chairman |
