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Redington Ltd.

BSE: 532805 | NSE: REDINGTON |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE891D01026 | SECTOR: Computers - Hardware

BSE Live

Dec 06, 13:46
181.00 0.90 (0.50%)
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5-Day
298,223
10-Day
481,822
30-Day
525,973
246,735
  • Prev. Close

    180.10

  • Open Price

    179.00

  • Bid Price (Qty.)

    181.00 (18)

  • Offer Price (Qty.)

    181.10 (227)

NSE Live

Dec 06, 13:46
181.00 0.90 (0.50%)
Volume
AVERAGE VOLUME
5-Day
3,181,844
10-Day
5,338,480
30-Day
5,696,948
1,709,632
  • Prev. Close

    180.10

  • Open Price

    179.20

  • Bid Price (Qty.)

    180.90 (141)

  • Offer Price (Qty.)

    181.00 (405)

Annual Report

For Year :
2022 2019 2018 2017 2016 2015 2014 2013 2011

Director’s Report

The Board of Directors are pleased to present their Twenty Ninth Annual Report together with the Audited Financial Statements of your Company (the Company or Redington) for the financial year ended on March 31, 2022.

The Directors feel that it is appropriate to present the consolidated financial performance of the Company in the manner set out below:

'' in crores

2021-22

2020-21

Particulars

India

Consolidated

Overseas

Consolidated

Total

Consolidated

India

Consolidated

Overseas

Consolidated

Total

Consolidated

Revenue from operation

27,255.36

35,388.65

62,644.01

22,827.36

34,118.50

56,945.86

Other Income

40.41

47.15

87.56

55.77

39.96

95.73

Total Revenue

27,295.77

35,435.80

62,731.57

22,883.13

34,158.46

57,041.59

Total Expenses:

a) Cost of goods sold

25,740.01

33,114.99

58,855.00

21,581.62

32,219.35

53,800.97

b) Employee Benefits

215.96

669.70

885.66

199.82

632.16

831.98

c) Other Expenses

598.29

513.39

1,111.68

542.28

427.25

969.53

Profit before Interest, Depreciation and Tax

741.51

1,137.72

1,879.23

559.41

879.70

1,439.11

a) Interest Expenses

13.25

102.34

115.59

54.73

101.71

156.44

b) Depreciation & Amortization Expenses

57.22

84.06

141.28

54.65

93.55

148.20

Profit before Tax and exceptional item

671.04

951.32

1,622.36

450.03

684.44

1,134.47

Exceptional item

Exceptional item - Impairment of goodwill and other intangible

-

-

-

-

6.34

6.34

Profit before Tax

671.04

951.32

1,622.36

450.03

678.10

1,128.13

Tax Expense

175.21

132.28

307.49

202.39

137.24

339.63

Minority Interest

-

34.96

34.96

-

30.22

30.22

Profit after Tax

495.83

784.08

1,279.91

247.64

510.64

758.28

Your Directors have made the following appropriations out of the standalone profits of the Company:

Surplus in the Standalone Statement of Profit and Loss

'' in crores

Balance as per the last Balance Sheet as on March 31, 2021

1,654.60

Add: Profit for the financial year 2021-22

935.07

Less: Final dividend paid (FY 2020-21) at '' 11.60 per share

(453.07)

Balance at the end of the year as on March 31, 2022

2,136.60


FINANCIAL PERFORMANCE

The Standalone and Consolidated Financial Statements of the Company for the financial year 2021-22 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as required section 133 of Companies Act, 2013.

The consolidated revenue of the Company for the financial year was '' 62,644.01 crores as against '' 56,945.86 crores in the previous financial year registering a growth of 10.01%, while the consolidated net profit for the year grew by 68.79% to '' 1,279.91 crores as against '' 758.28 crores in the previous financial year.

The Basic Earnings per Share (EPS) on a consolidated basis increased to '' 16.40 for the financial year under review as compared to '' 9.74 for the previous financial year.

The Statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in the prescribed Form AOC 1 is appended as part of this report.

A detailed analysis on the financial performance of the Company is given as part of the Management Discussion and Analysis report, which forms part of this report.

Subsidiaries

As on March 31,2022, the Company has two direct and one step-down subsidiary in India, while in overseas, it has two direct and fifty four active step-down subsidiaries.

The details of the subsidiaries incorporated/acquired and ceased to be subsidiaries during the financial year under review, as applicable, are given as part of notes to the consolidated financial statements.

Dividend

On account of the good performance during the financial year 2021-22, the Board has recommended a final dividend of '' 6.60 per equity share (i.e. 330% of the Face Value) for the approval of the shareholders for the financial year 2021-22 as against '' 11.60 per equity share (i.e. 580% of the Face Value) during the financial year 2020-21 and is in accordance with the Dividend Declaration Policy.

The dividend pay-out to the shareholders for the financial year under review, subject to approval by the shareholders, is expected to be around '' 515.76 crores as compared to '' 453.07 crores for the previous financial year.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board has approved and adopted a Dividend Distribution Policy, detailing the parameters to be considered by the Board for recommendation or declaration of dividend. The Dividend Distribution Policy of the Company is available on the Company''s website and also enclosed as Annexure J to this report.

Bonus Issue

Pursuant to provision of section 63 and other applicable provision of Companies Act 2013 and rules made thereunder (including any statutory modification), other applicable provisions of regulation/guidelines received from SEBI/RBI from time to time and pursuant to recommendation of Board of Directors and as approved by members, the company during the year issued bonus shares of one equity share of '' 2/- (Rupees Two only) each fully paid up for every one equity share of '' 2/-(Rupees Two only) each for every shareholder as on record date August 20, 2021.

BUSINESS PERFORMANCE

Discussion on the Company''s standalone performance in India forms part of the Management''s Discussion and Analysis Report, which is annexed to this Annual Report.

Indian Subsidiary - Proconnect Supply Chain Solutions Limited

ProConnect Supply Chain Solutions Limited (ProConnect) is a wholly owned Indian subsidiary of Redington (India) Limited. With a robust distribution network and highly customised tech-led supply chain solutions, ProConnect has garnered a reputed client base, successfully establishing itself as a leading 3PL player in the Indian integrated supply chain market.

In a bid to consolidate all its businesses under One ProConnect, Auroma Logistics Private Limited (erstwhile subsidiary) was merged with ProConnect during FY21 under the Scheme of Amalgamation vide Order of the Regulator dated January 20, 2021. To further this agenda in FY22, Proconnect merged its other subsidiary, Rajprotim Supply Chain Solutions Limited, with Proconnect, effective April 1, 2021 under Scheme of Amalgamation vide Order of Regulator dated September 27, 2021.

During FY21, ProConnect technologically integrated its front end and backend operations to bring efficiency into six key verticals — IT and Telecom, E-Commerce, Healthcare and Pharma, FMCG, FMCD and Value Added Services. India businesses are increasingly digitalising their operations. This digital shift, coupled with Government initiatives like Atma Nirbhar Bharat Abhiyaan and Make in India, has ramped up demands for efficient and organised supply chain solutions in the country. As a technology driven company offering value-added supply chain solutions, ProConnect is well-poised to become a premium vertical specialist, equipped with the capabilities to meet these growing demands.

Indian Associate

Redington (India) Investments Limited (RIIL), an associate company of Redington, was operating Apple retail stores in South India through its wholly owned subsidiary, Currents Technology Retail (India) Limited. It exited its business in FY21 and accordingly the company is evaluating available restructuring options including winding up.

Overseas Operations

Redington''s overseas operations are carried out through its two wholly owned subsidiaries, Redington International Mauritius Limited, Mauritius (RIML) and Redington Distribution Pte Limited, Singapore (RDPL). The Management''s Discussion and Analysis covers the business performance of both the entities and their subsidiaries.

RIML addresses the Middle East, Turkey, Africa (META) region, contributing to 53.2% of Redington''s consolidated revenue. To stay ahead of the ever-evolving market dynamics in the region, RIML has consistently reimagined its strategy to combat uncertainties. The COVID-19 pandemic posed several challenges, but the Company deftly turned those into opportunities to realign itself, retaining both its relevance and focus. The rapid adoption of Cloud, Enterprise services and Mobility are some of the key trends that have emerged over the last year.

RDPL operates in the South Asian region, comprising Sri Lanka, Bangladesh, Nepal and Maldives markets. The region has witnessed a shift in the business from hardware to software, subscription and services. These evolving business dynamics and changing customer preferences has prompted RDPL to re-strategise its market focus. This has impacted RDPL''s business opportunities in Singapore, but opened up new avenues in the distribution business for India. Given Sri Lanka''s current economic crisis, Bangladesh and Nepal have become the preferred markets to drive RDPL''s future growth.

Redington''s overseas business growth has been driven by the Enterprise business, along with demand for Cloud and Mobility services. Supply side disruptions induced by the COVID-19 pandemic prompted companies to scale IT infrastructure and fast-track their digital transformation journeys across the regions we operate in. This resulted in significant demand for key product segments including network infrastructure, Cloud, Cyber security, software and licensing.

Sl. No

Date of Meeting

1 April 1, 2021

2

May 27, 2021

3

July 7, 2021

4

August 12, 2021

5

October 4, 2021

6

November 9, 2021

7

February 8, 2022

Auditors of the Company, until the 29th Annual General Meeting of the Company.

The Statutory Auditors have issued their reports on the Standalone and Consolidated Financial Statements of the Company and these are appended here to this report. The Statutory Auditors'' Reports on the Standalone and Consolidated Financial Statements do not contain any qualifications, reservations or adverse remarks.

In terms of section 139 of the Companies Act, 2013, the term of appointment of BSR, will end at the conclusion of the 29th Annual General Meeting.

The Board at its meeting held on June 20, 2022, upon the recommendation of Audit Committee, recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.008072S), as Statutory Auditors for period of five years commencing from the conclusion of the 29th Annual General Meeting, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

The Company has received a certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013, and they are not disqualified in terms of provisions of the Companies Act, 2013 from being appointed as Statutory Auditors of the Company. M/s. Deloitte Haskins & Sells are subjected to peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with relevant rules made thereunder, the Company had appointed M/s. R Bhuvana & Associates, Practising Company Secretary, to conduct secretarial audit of the Company. The secretarial audit report in Form MR-3 is enclosed as Annexure G to this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances of fraud committed against the Company to the Board/Audit Committee under Section 143(12) of the Companies Act, 2013.

Cost records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

OTHER REPORTS

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance, Business Responsibility and Sustainability and Management Discussion and Analysis are attached to this Annual Report.


DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to recommendations of the Nomination and Remuneration Committee the details of changes in the Directorships and Key Managerial Personnel approved by the Board during the financial year 2021-22 is given below:

1. Mr. Udai Dhawan (DIN: 03048040), was appointed as a Non-executive Nominee Director of the company with effect from January 10, 2017. Due to his other professional commitments, Mr. Dhawan has tendered his resignation from the end of business hours on July 5, 2021.

2. Ms. Anita P Belani (DIN: 01532511) was re-appointed as a Non-Executive Independent Director for a second term of five years with effect from April 1,2022 as her first term of office expired on March 31,2022.

3. Mr. Rajiv Srivastava (DIN: 03568897) was appointed as a Joint Managing Director effective April 2, 2021 for a period of 5 years and was re-designated as Managing Director effective April 1,2022.

4. Mr. Raj Shankar (DIN: 00238790) who was Vice Chairman and Managing Director was re-designated as Vice Chairman and Non-Executive Director with effective from April 1, 2022 consequent to Mr. Rajiv Srivastava re-designated as Managing Director. However, Mr. Raj Shankar has resigned from the Board with effect from May 21, 2022.

5. Mr. S.V Krishnan was appointed as a Whole Time Director for a term of three years effective from May 22, 2019, during the 26th Annual General Meeting of the Company held on July 30, 2019. He was elevated as Global Chief Financial Officer and Whole Time Director effective February 8, 2022. As his term of office as Whole Time Director expires on May 21, 2022, he was reappointed for another term of 5 years with effect from May 22, 2022.

6. Mr. V. Ravi Shankar, Deputy Chief Financial Officer, was appointed as Chief Financial Officer of the Company effective February 8, 2022.

Items 2 to 5 above were approved by the shareholders through postal ballot on March 27, 2022.

Based on the terms of appointment, Ms. Chen, Yi-Ju (DIN: 02336015) Non-Executive and Nominee Director of the Company, is liable to retire by rotation, and being eligible, has offered herself for re-appointment.

The resolution for this reappointment is included in the Notice calling for the Annual General Meeting. A Brief profile of the Directors recommended for appointment or reappointment are furnished as Annexure to the Notice.

NUMBER OF MEETINGS OF BOARD

During the Financial year 2021-22, seven (7) Board Meetings were held on the below mentioned dates. The maximum time gap between any two meetings was less than 120 days. Necessary quorum was present throughout all the meetings. A separate meeting of the Independent Directors of the company was held on February 7, 2022.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company, after due enquiry, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31,2022 and of the profit of the Company for the year ended on that date;

c) The Directors 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) The Annual Accounts have been prepared on a ''going concern'' basis;

e) The Directors 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 Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF FRAUD REPORTED BY AUDITORS IN TERMS OF SECTION 143(12) OF COMPANIES ACT 2013

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

AUDITORS

Statutory Auditors

At the 24th Annual General Meeting of the Company held on July 29, 2017, the members of the Company had approved the appointment of M/s BSR & Co. LLP (BSR), Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory

DISCLOSURES

Board and its Committees

The details of the composition of the Board and its Committees and various meetings held during the financial year are given in the Report on Corporate Governance that forms part of this Annual Report.

Independent Directors Declaration

All the Independent Directors of the Company have given declarations that they fulfil independence criteria, stipulated in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Internal Financial Controls

The Company has prepared a comprehensive document on Internal Financial Controls (IFC) in line with the requirements under the Companies Act 2013, which included Entity Level Controls (ELC), Efficiency Controls, Risk Controls, Fraud Preventative Controls, Information Technology General Controls (ITGC) and Internal Controls on Financial Reporting (ICFR). A brief note on IFC including ICFR is enclosed to this Report as Annexure A. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including safeguarding of its assets, prevention and detection of fraud, error reporting mechanism and ensuring accuracy and completeness of financial statements. Based on the results of assessments carried out by Management, no reportable material weaknesses or significant deficiencies in the design or operation of internal financial controls were observed. The Board opines that the internal controls adopted and implemented by the Company for preparation of financial statements are adequate and sufficient.

Risk Management

The Risk Management Committee monitors the Risk management practices of the Company. The Committee meets periodically and reviews the potential risks associated with the Company''s business and discusses steps taken by the management to mitigate the same. The Board of Directors reviewed the risk assessment and procedures adopted by the Company for risk control and management and is of the opinion that there are no risks which may threaten the existence of the Company. The terms of reference of the Risk Management Committee and activities of the Committee during the year is elaborated in the Corporate Governance Report.

Details of Employee Benefit Scheme

During the year, '' 15,90,187 equity shares of '' 2/- each were allotted to employees including employees of Subsidiary Companies under Redington Stock Appreciation Right Scheme, 2017.

The disclosure as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulation 2021 is enclosed to this Report as Annexure B. A Certificate from the Statutory Auditors of the Company will be made available during the Annual General Meeting stating that Redington Stock Appreciation Right Scheme, 2017 have been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulation 2021 and as per the resolutions passed by the shareholders.

Information on Conservation of Energy and Technology Absorption

A. Conservation of Energy:

The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power and virtualization of Data Centre.

B. Technology Absorption:

Effort made towards technology absorption: Your Company continues to use the latest technologies for improving the quality of services it offers. Digitalization and adoption of cloud technology, virtualization and mobility resulted in better operational efficiencies and Turnaround Time (TAT). Business Intelligence (BI) and Analytics facilitate key decisions and improves process efficiency. During the Pandemic, your company has seamlessly and securely shifted to Work from Home model and have been able to provide all Employees with relevant technology tools and connectivity to carry out the work without any interruption.

Import of Technology:

The Company has not imported any technology during the year.

C. Expenditure on Research and Development:

Since your Company is involved in the Wholesale Distribution of Technology Products, there is no expenditure incurred on research and development.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and expenditure during the year are given below:

Earnings in Foreign Currency:

Particulars

'' in crores

Rebates & discount

95.06

Dividends from overseas subsidiaries

452.28

Export Sales

9.70

Others

0.47

Total

557.51

Expenditure in foreign currency:

Particulars

'' in crores

CIF value of imports

3,533.54

Dividend

109.38

Director''s sitting fee

0.10

Director''s commission

0.56

Others

23.57

Total

3,667.15

Policy on Appointment and Remuneration of Directors

The Board, on the recommendation of the Nomination and Remuneration Committee, has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Other Employees. The current policy is to have an appropriate mix of executive, non-executive and independent Directors to maintain independence of the Board and separate its

years or more by any shareholder, to IEPF. Accordingly, the Company has transferred the unclaimed dividend of '' 1.24 crores to the IEPF and 1294 shares to the demat account of the IEPF authority. The details of the shares due to be transferred to IEPF during the financial year 2022-23 is available in our website under Shareholders'' information.

Others

• There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

• The Company has not received any deposits during the financial year under review.

Web links

Particulars

Web link

Policy on Related Party Transaction

httDs://redinatonarouD.com/wD-content/uoloads/2018/12/Policy-on-dealina-with-Related-Party-

Transactions.pdf

Policy for determining Material Subsidiaries

httDs://redinatonarouD.com/wD-content/uDloads/2019/04/Policy-on-dealina-with-Material-

subsidiaries-final.pdf

Details of Familiarization Programmes

httDs://redinatonarouD.com/wD-content/uDloads/2018/12/Familiarisation-Droaramme.pdf

Criteria for Making payment to

httDs://redinatonarouD.com/india/wD-content/uDloads/sites/4/2018/05/

Non-Executive Directors

PolicyonoaymenttoDirectors.pdf

Policy on appointment of Directors and

httDs://redinatonarouD.com/wD-content/uDloads/2018/12/NOMINATION-AND-REMUNERATION-

remuneration for the Directors, Key Managerial Personnel and Other Employees

POLICY.Ddf

Details of establishment of Vigil mechanism

httDs://redinatonarouD.com/india/wD-content/uDloads/sites/4/2018/05/

DetailsofViailMechanismestablishedbytheCompany.pdf

Dividend Distribution Policy

httDs://redinatonarouD.com/india/wD-content/uDloads/sites/4/2018/05/

DividendDistributionPolicy.pdf

Annual Return for FY 2021-22

httDs://redinatonarouD.com/wD-content/uDloads/2022/08/Annual-Return.pdf

functions of governance and management. The same is enclosed to this report as Annexure C.

Performance evaluation of the Board and Committees

The Evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework approved by Nomination and Remuneration Committee. The details of annual evaluation made by the Board of its own performance and that of its Committees and individual Directors and performance criteria for Independent Directors laid down by Nomination and Remuneration Committee are enclosed to this report as Annexure D.

Particulars of Employees

The Particulars of employees required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure E appended hereto and forms part of this report.

Particulars of Loans given, Investments made,

Guarantees given and Securities provided

Particulars of loans given and investments made are given under Note No. 18 and 9 respectively to the Standalone Financial Statements. The Company has neither given guarantees nor provided security under Section 186 of the Companies Act, 2013.

Corporate Social Responsibility

Redington primarily carries out Corporate Social Responsibility (CSR) activities through its trust, Foundation for CSR @ Redington, by supporting its projects in the areas of education, employability skills training for the underprivileged and specially abled, healthcare and environmental sustainability. The Corporate Social Responsibility Committee has formulated and recommended to the Board a policy on CSR indicating the activities to be undertaken by the Company. The Report on CSR is enclosed as Annexure F to this report.

Vigil Mechanism

The Company believes in the conduct of affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has implemented a vigil mechanism/ whistle blower policy, to provide a framework for the Company''s employees and Directors to promote responsible and secure whistle blowing in the organization across levels. It also provides protection to whistle blowers who raise concerns on serious irregularities within the Company. The details of establishment of vigil mechanism are made available in the website of the Company. A brief summary of the vigil mechanism implemented by the Company is enclosed to this report as Annexure H.

Extract of Annual Return

Annual Return of the Company is available in our website under Shareholders'' information. Investor Education and Protection Fund (IEPF) Pursuant to the provisions of the Companies Act, 2013 read with Investor Education and Protection Fund [IEPF] Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer the unpaid or unclaimed dividend and shares in respect of which dividend entitlements are remaining unpaid or unclaimed for a period of seven consecutive

COMPLIANCE WITH OTHER REGULATIONS

Downstream Investment

With regard to the downstream investments in Subsidiaries, the Company is in compliance with applicable Rules and Regulations of Foreign Exchange Management.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has constituted Internal Complaints Committees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. Adequate workshops and awareness on the policy is also created by implementing learning modules to the employees. During the year under review the company received one complaint pertaining to Sexual Harassment, and the same has been resolved.

• The Board decided not to transfer any profits to general reserve.

• None of the transactions with related parties falls under the scope of section 188(1) of the Act. 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 are given in Annexure I in Form AOC-2.

• There are no material changes and commitments affecting the financial position of the Company which have occurred between March 31,2022 and the date of this report.

• The Company has complied with applicable secretarial standards.

ACKNOWLEDGMENT

Your Directors take this opportunity to gratefully acknowledge the co-operation and support received from the shareholders including the principal shareholders, suppliers, vendors, customers, bankers, business partners / associates, channel partners, bankers, financial institutions, Regulatory / Government authorities to the Company. The Directors record their appreciation for the contributions made by employees of the Company, its subsidiaries and associates, for their hard work and commitment, towards the success of the Company. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.

On behalf of the Board of Directors

J. Ramachandran

Chairman DIN: 00004593

Place: Chennai Date: June 20, 2022

Director’s Report