CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
(As modified and approved on 03.05.2021)*
1. Introduction
1.1 DEFFREE ENGINEERING PRIVATE LIMITED
At DEFFREE ENGINEERING PRIVATE LIMITED (CIN: U02720TZ1995PTC005847), we never lose sight of our responsibility to the environment and society. Our commitments towards Corporate Social Responsibility include but not limited to, promotion of education and healthcare, energy and climate change, and betterment of the society through respect for universal human rights and the environment, acting with integrity and accountability and operating responsibly and sustainably.
1.2 CSR in India
Corporate bodies’ involvement in CSR activities is not a new concept in India. Industrial majors are engaged in social development activities since long back. However, the Companies Act, 2013 has brought it under the legal purview. The concept of CSR is introduced through “Comply-or-Explain” mandate. It mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “the CSR Rules”) lay down the framework and modalities for carrying out CSR activities which are specified in Schedule VII of the Act.
2. Objective and Scope
2.1 Objective
The main objective of the CSR Policy is to lay down guidelines for DEFFREE ENGINEERING PRIVATE LIMITED (hereinafter referred to as ‘the Company’) to make CSR as one of the key focus areas to adhere to DEFFREE ENGINEERING PRIVATE LIMITED’s global interest in environment and society that focuses on making a positive contribution to society through effective impact and sustainable development programs.
2.2 Scope and Coverage
This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.
The areas of focus are:
A] Promoting education, training for underprivileged.
B] Medical Aid to poor.
C] Infrastructure
D] Sanitation
Based on the need as per CSR Committee, any other areas / activities which are covered under Schedule VII of the Companies Act.
2.3 Implementation of CSR activities
The Company may undertake the CSR activities directly on its own or through Company / Entity / Registered Public Trust / Registered society as approved under Companies (Corporate Social Responsibility Policy) Rules or partly on its own and partly through such aforesaid approved Company / Entity / Registered Public Trust /Registered society as may be recommended by the CSR Committee and approved by the Board.
Where contributions or CSR activities are made or carried through aforesaid approved Company / Entity / Registered Public Trust / Registered society, the company shall obtain a Fund Utilization Certificate from them and submitted to the CSR Committee.
3. Corporate Social Responsibility (CSR) Committee
The CSR activities of the Company shall include, but not limited to any or all of the sectors/activities as may be prescribed by Schedule VII of the Companies Act, 2013 amended from time to time. Further, the Company will review the sectors/activities from time to time and make additions/ deletions/ clarifications to the above sectors/activities.
3.1. Constitution
Pursuant to the provisions of Section 135 of the Act, the Board of Directors shall constitute the Corporate Social Responsibility (CSR) Committee. The Members of CSR shall be appointed by the Board of Directors of the Company which must consist of at least two or more Directors. Accordingly, the constitution of CSR Committee formed by DEFFREE ENGINEERING PRIVATE LIMITED, India is as follows:
| S.No. | Name of the member | Designation in Committee | Designation in the Company |
| 1 | PALANIGOUNDER SUBRAMANIAM | Chairman | Director |
| 2 | SUBRAMANIAM SARAVANAN | Member | Director |
| 3 | CHANDRA | Member | Director |
3.2. Functions and Powers of the Committee
To effectively implement the objectives of the Company with respect to CSR, the Committee is vested with the following functions and powers:
a. Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval
b. Recommend CSR activities as stated under Schedule VII of the Act
c. Approve to undertake CSR activities, if necessary, in collaboration with DEFFREE ENGINEERING PRIVATE LIMITED group companies/other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules
d. Recommend the CSR Budget
e. Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules
f. Create transparent monitoring mechanism for implementation of CSR initiatives in India
g. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company
h. Monitor CSR Policy from time to time
i. Monitor activities/charter of Internal Working and Monitoring Group (WG) who are authorized to ensure that the CSR activities of the Company are implemented effectively
j. Authorize executives of the Company to attend the CSR Committee Meetings, if necessary
3.3. Meetings of the Committee
For smooth functioning of the Committee, the members shall meet as below to discuss such matters and to take such decisions as may be necessary;
a. The CSR Committee shall hold a minimum number of one meeting in a year.
b. The members of the Committee may mutually agree between them regarding time and place for the said meetings.
c. The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher.
d. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means as may be convenient.
4. CSR Spend
The Companies Act, 2013 prescribes that the companies which meet the criteria specified U/s. Sec. 135 shall allocate certain portion of its annual net profits (calculated as per Sec. 198) during the three immediately preceding financial years to be spent on CSR Activities that fall under the categories specified under Schedule VII of the Act.
4.1. CSR Expenditure
a) Administrative Overheads:
Administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.
b) Surplus arising out of the CSR activities:
Any surplus arising out of the CSR activities shall not form part of the business profit of a company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.
c) Excess spend
Where a company spends an amount in excess of requirement provided under subsection (5) of section 135, such excess amount may be set off against the requirement to spend under sub-section (5) of section 135 up to immediate succeeding three financial years subject to the conditions that – (i) the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any, in pursuance of sub-rule (2) of this rule. (ii) the Board of the company shall pass a resolution to that effect.
d) Capital asset:
Where a company spent any CSR amount for creation or acquisition of a capital asset, such asset shall be held only by –
(i) a company established under section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects and CSR Registration Number under sub-rule (2) of rule 4; or
(ii) beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or
(iii) a public authority:
e) Unspent amount
(i) Not Relating to Ongoing Project
Transfer such unspent amount to a Fund specified in Schedule VII, of the Companies Act, within a period of 6 (six) months of the expiry of the financial year or such other period prescribed under the Companies Act / Rules thereof.
(ii) Relating to Ongoing Project
(i) Transfer such unspent amount to a special bank account “Unspent Corporate Social Responsibility Account – “2021- 2022)”, within a period of 30 (Thirty) days from the end of the financial year or such other period prescribed under the Companies Act / Rules thereof.
(ii) Such transferred amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of 30 (Thirty) days from the date of completion of the third financial year or such other period prescribed under the Companies Act / Rules thereof.
5. CSR Initiatives
Persuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.
5.1. Annual CSR Plan
The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on recommendation of its CSR Committee which outlines inter alia the following aspects of CSR initiatives of the Company:
- Project Proposals
- Targeted Beneficiaries and their key needs
- Alignment with Schedule VII
- Project Goals and milestones
- Activities and Timelines including expected closure dates
- CSR Budget with projections
- Monitoring mechanism
- Progress reporting and frequency of reports
- Risks and mitigation strategies
- Any other information as may be required by the CSR Committee
5.2. Collaboration
It is expressly allowed under the CSR Rules that the Company may collaborate with any other Company or association formed in this regard subject to approval by CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.
6. Reporting and publication of CSR policy
As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website, if any.
7. Monitoring Mechanism
To ensure effective implementation of the CSR programmes undertaken, a monitoring mechanism is put in place.
- Progress of the CSR activities under implementation is reported to the CSR committee on a regular basis
- The Company may also try to obtain feedback from the beneficiaries of each program and present it to the CSR committee
- Appropriate documentation of the CSR Policy, annual CSR activities, CSR budget, details of the executing partners, and the expenditure entailed will be reviewed on a regular basis.
8. Policy review and future amendment
The Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.
COMPOSITION OF BOARD AND ITS COMMITTEE
BOARD OF DIRECTORS
| S.No. | Name of Directors | DIN | Category |
| 1 | PALANIGOUNDER SUBRAMANIAM | 02106637 | Director and Chairman |
| 2 | SUBRAMANIAM SARAVANAN | 02106712 | Director |
| 3 | CHANDRA | 02153257 | Director |
[Annexure – A to Directors’ Report]
Annual Report on Corporate Social Responsibility (CSR) Activities
(as per annexure attached to the Companies (Corporate Social Responsibility Policy Rules, 2014)
1. Brief outline on CSR Policy of the Company.
Your Company is committed to operate and grow its business in a socially responsible way. The Company’s vision is to grow its business, whilst reducing the environmental impact of its operations and increasing its positive social impact. Being the developing nation with a tradition of respecting elderly people, we need to remember, recognize and nurture younger ones too by supporting their education and health care needs.
The CSR Committee has recommended supporting students who could not pay the cost of education, providing / upgrading infrastructure of rural schools and extending financial aid to those who could afford urgent medical care. Besides company extended its support to the people whose life was devastated by natural calamities like earth quake and floods.
2. Composition of CSR Committee:
| Sl. No. | Name of Director | Designation / Nature of Directorship | Number of meetings of CSR Committee held during the year | Number of meetings of CSR Committee attended during the year |
| 1 | Palanigounder Subramaniam | Director | 5 | 5 |
| 2 | Subramaniam Saravanan | Director | 5 | 5 |
| 3 | Chandra | Director | 5 | 5 |
| 4 | Saravanan Rajeswari | Director | 2 | 2 |
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:
CSR Policy : http://www.deffree.com/deffree/#DEF_csr
CSR Committee : http://www.deffree.com/deffree/#DEF_csr
CSR Reports : http://www.deffree.com/deffree/#DEF_csr
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report) – Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
| Sl. No. | Financial Year | Amount available for set-off from preceding financial years (in Rs) | Amount required to be set-off for the financial year, if any (in Rs) |
| 1 | 2021-2022 | 11,16,214.67 | 7,19,334 |
| Total |
6. Average net profit of the company as per section 135(5) – Rs.9,17,57,894/-
7. (a) Two percent of average net profit of the company as per section 135(5) – Rs. 18,35,158/-
(b) Surplus arising out of the CSR projects or programmes or activities of
the previous financial years – Nil
(c) Amount required to be set off for the financial year, if any – Rs. 7,19,334/-
(d) Total CSR obligation for the financial year (7a+7b-7c) – Rs.11,15,824/-
8. (a) CSR amount spent or unspent for the financial year:
Total Amount Spent for the Financial Year. (in Rs.) | Amount Unspent (in Rs.) | |||||
| Total Amount transferred to Unspent CSR Account as per section 135(6). | Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5). | |||||
| Amount. | Date of transfer. | Name of the Fund | Amount. | Date of transfer. | ||
| 1115824 | NA | NA | -NA- | -NA- | -NA- | |
(b) Details of CSR amount spent against ongoing projects for the financial year:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | ||
| Sl. No. | Name of the Project. | Item from the list of activities in Schedule VII to the Act. | Local area (Yes/No). | Location of the project. | Project duration. | Amount allocated for the project (in Rs.). | Amount spent in the current financial Year (in Rs.). | Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.). | Mode of Implementation – Direct (Yes/No). | Mode of Implementation – Through Implementing Agency | ||
| State. | District. | Name | CSR Registration number. | |||||||||
| N A – | ||||||||||||
| TOTAL | ||||||||||||
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||
| Sl. No. | Name of the Project | Item from the list of activities in schedule VII to the Act. | Local area (Yes/ No). | Location of the project. | Amount spent for the project (in Rs.). | Mode of implementation – Direct (Yes/No). | Mode of implementation – Through implementing agency. | ||
| State. | District. | Name. | CSR registration number. | ||||||
| 1 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 30000 | No | Apporva Sangamam Educational trust | – | |
| 2 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 6980 | Yes | – | – | |
| 3 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 7550 | Yes | – | – | |
| 4 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 22150 | Yes | – | – | |
| 5 | Promoting Education | Education | Yes | Tamilnadu, Virudhunagar | 9540 | Yes | – | – | |
| 6 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 51000 | Yes | – | – | |
| 7 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 8200 | Yes | – | – | |
| 8 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 4500 | Yes | – | – | |
| 9 | Promoting Education | Education | Yes | Tamilnadu, Erode | 37980 | Yes | – | – | |
| 10 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 9875 | Yes | – | – | |
| 11 | Promoting Education | Education | Yes | Tamilnadu, Coimbatore | 100000 | No | Nenjam Foundation | CSR00025009 | |
| 12 | Medical aid to poor | Medical /Health Care | Yes | Tamilnadu, Coimbatore | 35000 | Yes | – | – | |
| 13 | Medical aid to poor | Medical /Health Care | Yes | Tamilnadu, Coimbatore | 16421 | Yes | – | – | |
| 14 | Medical aid to poor | Medical /Health Care | Yes | Tamilnadu, Coimbatore | 108000 | Yes | – | – | |
| 15 | Medical aid to poor | Medical /Health Care | Yes | Tamilnadu, Chennai | 500000 | Yes | – | – | |
| 16 | Medical aid to poor | Medical /Health Care | Yes | Tamilnadu, Coimbatore | 97358 | Yes | – | – | |
| 17 | Infrastructure support | Infrastructure support to Public Ashram | Yes | Tamilnadu, Coimbatore | 25000 | Yes | – | – | |
| 18 | Swatch Bharat | Preventive Health Care | Yes | Tamilnadu, Coimbatore | 18020 | Yes | – | – | |
| 19 | Social Responsibility | Life support | Yes | Tamilnadu, Coimbatore | 28250 | Yes | – | – | |
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 11,15,824/-
(g) Excess amount for set off, if any: Nil
| Sl. No. | Particular | Amount (in Rs.) |
| (i) | Two percent of average net profit of the company as per section 135(5) | |
| (ii) | Total amount spent for the Financial Year | |
| (iii) | Excess amount spent for the financial year [(ii)-(i)] | |
| (iv) | Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any | |
| (v) | Amount available for set off in succeeding financial years [(iii)-(iv)] |
9. (a) Details of Unspent CSR amount for the preceding three financial years:
| Sl. No. | Preceding Financial Year. | Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.) | Amount spent in the reporting Financial Year (in Rs.). | Amount transferred to any fund specified under Schedule VII as per section 135(6), if any. | Amount remaining to be spent in succeeding financial years. (in Rs.) | ||
| Name of the Fund | Amount (in Rs). | Date of transfer. | |||||
| NIL | |||||||
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) |
| Sl. No. | Project ID. | Name of the Project. | Financial Year in which the project was commenced. | Project duration. | Total amount allocated for the project (in Rs.). | Amount spent on the project in the reporting Financial Year (in Rs). | Cumulative amount spent at the end of reporting Financial Year. (in Rs.) | Status of the project – Completed /Ongoing. |
| NOT APPLICABLE |
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details):
| (a) Date of creation or acquisition of the capital asset(s). (b) Amount of CSR spent for creation or acquisition of capital asset. (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). | Not Applicable |
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) – Not Applicable
| Subramaniam Saravanan Director, DIN: 02106712 | Palanigounder Subramanian Director, DIN: 02106637 |
Place: Coimbatore
Date: 05.09.2022
Form No. MGT-7
ANNUAL RETURN
As on the financial year ended on 31/03/2022
Of
DEFFREE ENGINEERING PRIVATE LIMITED
[Pursuant to Section 92(1) of the Companies Act, 2013
And
Rule 11(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
| i | Corporate Identification Number (CIN) of the Company | U02720TZ1995PTC005847 |
| Global Location Number (GLN) of the Company | Not Applicable | |
| Permanent Account Number (PAN) of the company | AAACD7943E | |
| ii | a) Name of the Company | DEFFREE ENGINEERING PRIVATE LIMITED |
| b) Registered office address | S F NO 125/2B, Avinashi Road, Opp to Indian Oil Petrol Pump, Neelambur Post, Coimbatore, Tamil Nadu TN 641062 India | |
| c)*email-ID of the company | accounts@deffree.com | |
| d)*Telephone number with STD code | 04222912911 | |
| e)Website | www.deffree.com | |
| iii | Date of Incorporation | 24/02/1995 |
| iv | Type of the Company | Private Company |
| Category of the Company | Company limited by shares | |
| Sub-category of the Company | Indian Non-Government company | |
| V | Whether company is having share capital | P Yes O No |
| Vi | *Whether shares listed on recognized Stock Exchange(s) | O Yes P No |
| Vii | *Financial year from | (01/04/2021) To (31/03/2022) |
| Vii | *Whether Annual General Meeting (AGM) held | Yes O No |
| (a) If yes, date of AGM | 30/09/2022 | |
| (b) Due date of AGM | 30/09/2022 | |
| (c) Whether any extension for AGM granted | O Yes PNo | |
| (d) If yes, provide the Service Request Number (SRN) of the application form filed for extension | Not Applicable | |
| (e) Extended due date of AGM after grant of extension | Not Applicable | |
| (f) Specify the reasons for not holding the same | Not Applicable |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
*Number of business activities : 2
| S. No. | Main Activity group code | Description of Main Activity group | Business Activity Code | Description of Business Activity | % of turnover of the company |
| 1 | C | Manufacturing | C7 | Metal and metal products | 93.45 |
| 2 | D | Electricity,gas, steam and air condition supply | D1 | Electric power generation, transmission and distribution | 6.55 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)
*No. of Companies for which information is to be given – 0
| S. No. | Name of the company | CIN / FCRN | Holding/ Subsidiary/Associate/ Joint venture | % of shares held |
| 1 | – | – | – | – |
IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY
i) Share Capital
a) Equity share capital
| Particulars | Authorised Capital | Issued capital | Subscribed capital | Paid Up capital |
| Total number of equity shares | 100,000 | 99,990 | 99,990 | 99,990 |
| Total amount of equity shares (in rupees) | 10,000,000 | 9,999,000 | 9,999,000 | 9,999,000 |
Number of classes :1
| Class of Shares Equity Shares | Authorised Capital | Issued capital | Subscribed capital | Paid Up capital |
| Number of equity shares | 100,000 | 99,990 | 99,990 | 99,990 |
| Nominal value per share (in rupees) | 100 | 100 | 100 | 100 |
| Total amount of equity shares (in rupees) | 10,000,000 | 9,999,,000 | 9,999,000 | 9,999,000 |
(b) Preference share capital
| Particulars | Authorised Capital | Issued capital | Subscribed capital | Paid Up capital |
| Total number of preference shares | 0 | 0 | 0 | 0 |
| Total amount of preference shares (in rupees) | 0 | 0 | 0 | 0 |
Number of classes : 0
| Class of Shares | Authorised Capital | Issued capital | Subscribed capital | Paid Up capital |
| Number of preference shares | 0 | 0 | 0 | 0 |
| Nominal value per share (in rupees) | 0 | 0 | 0 | 0 |
| Total amount of preference shares (in rupees) | 0 | 0 | 0 | 0 |
(C) Unclassified share capital
| Particulars | Authorised Capital |
| Total amount of unclassified shares |
(D) Break-up of paid-up share capital
| Class of Shares | Number of shares | Total Nominal Amount | Total Paid-up amount | Total premium | ||
| Equity shares | Physical | Demat | Total | |||
| At the beginning of the year | 99,990 | 0 | 99,990 | 9,999,000 | 9,999,000 | 0 |
| Increase during the year | 0 | 0 | 0 | 0 | 0 | 0 |
| i. Pubic Issues | 0 | 0 | 0 | 0 | 0 | 0 |
| ii. Rights issue | 0 | 0 | 0 | 0 | 0 | 0 |
| iii. Bonus issue | 0 | 0 | 0 | 0 | 0 | 0 |
| iv. Private Placement/ Preferential allotment | 0 | 0 | 0 | 0 | 0 | 0 |
| v. ESOPs | 0 | 0 | 0 | 0 | 0 | 0 |
| vi. Sweat equity shares allotted | 0 | 0 | 0 | 0 | 0 | 0 |
| vii. Conversion of Preference share | 0 | 0 | 0 | 0 | 0 | 0 |
| viii. Conversion of Debentures | 0 | 0 | 0 | 0 | 0 | 0 |
| ix. GDRs/ADRs | 0 | 0 | 0 | 0 | 0 | 0 |
| x. Others, specify Conversion of Loan into Equity | 0 | 0 | 0 | 0 | 0 | 0 |
| Decrease during the year | ||||||
| i. Buy-back of shares | 0 | 0 | 0 | 0 | 0 | 0 |
| ii. Shares forfeited | 0 | 0 | 0 | 0 | 0 | 0 |
| iii. Reduction of share capital | 0 | 0 | 0 | 0 | 0 | 0 |
| iv. Others, specify Demat | 0 | 0 | 0 | 0 | 0 | 0 |
| At the end of the year | 99,990 | 0 | 99,990 | 9,999,000 | 9,999,000 | 0 |
| Preference shares | 0 | 0 | 0 | 0 | 0 | 0 |
| At the beginning of the year | 0 | 0 | 0 | 0 | 0 | 0 |
| Increase during the year | 0 | 0 | 0 | 0 | 0 | 0 |
| i. Issues of shares | 0 | 0 | 0 | 0 | 0 | 0 |
| ii. Re-issue of forfeited shares | 0 | 0 | 0 | 0 | 0 | 0 |
| iii. Others, specify | 0 | 0 | 0 | 0 | 0 | 0 |
| Decrease during the year | 0 | 0 | 0 | 0 | 0 | 0 |
| i. Redemption of shares | 0 | 0 | 0 | 0 | 0 | 0 |
| ii. Shares forfeited | 0 | 0 | 0 | 0 | 0 | 0 |
| iii. Reduction of share capital | 0 | 0 | 0 | 0 | 0 | 0 |
| iv. Others, specify | 0 | 0 | 0 | 0 | 0 | 0 |
| At the end of the year | 0 | 0 | 0 | 0 | 0 | 0 |
ISIN of the equity shares of the company:.
(ii) Details of stock split/consolidation during the year (for each class of shares) – Not Applicable.
| Class of shares | (i) | (ii) | (iii) | |
| Before split / Consolidation | Number of shares | |||
| Face value per share | ||||
| After split / consolidation | Number of shares | |||
| Face value per share |
| × |
(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company)*
Nil
[Details being provided in a CD/Digital Media] o Yes o No o Not applicable
Separate sheet attached for details of transfers o Yes o No
Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital Media may be shown.
| Date of Previous Annual General Meeting | |
| Date of Registration of Transfer (Date Month Year) | |
| Type of transfer | 1- Equity 2- Preference Share 3- Debentures 4- Stock |
| Number of Shares/Debentures/Units Transferred | |
| Amount per Shares/Debentures/Units (in Rs.) | |
| Ledger Folio of Transferor | |
| Transferor’s Name | First Name :- Middle Name :- Surname :- |
| Ledger Folio of Transferee | |
| Transferee’s Name | First Name :- Middle Name :- Surname :- |
(iv) *Debentures (Outstanding as at the end of financial year)
| Particulars | Number of units | Nominal value per unit | Total value |
| Non-convertible debentures | 0 | 0 | 0 |
| Partly convertible debentures | 0 | 0 | 0 |
| Fully convertible debentures | 0 | 0 | 0 |
| Total | 0 | 0 | 0 |
Details of debentures
| Class of Debentures | Outstanding as at the beginning of the year | Increase during the year | Decrease during the year | Outstanding as at the end of the year |
| Non-convertible debentures | 0 | 0 | 0 | 0 |
| Partly convertible debentures | 0 | 0 | 0 | 0 |
| Fully convertible debentures | 0 | 0 | 0 | 0 |
(v) Securities (other than shares and debentures)
| Type of Securities | Number of Securities | Nominal Value of each Unit | Total Nominal Value | Paid up Value of each Unit | Total Paid up Value |
| Total |
V. *Turnover and net worth of the company (as defined in the Companies Act,2013)
(i) Turnover : Rs. 36,20,08,520
(ii) Net worth of the Company :Rs.92,99,43,619
(a) *SHARE HOLDING PATTERN – Promoters
| S. No. | Category | Equity | Preference | ||
| Number of shares | Percentage | Number of shares | Percentage | ||
| 1. | Individual/Hindu Undivided Family | ||||
| (i) Indian | 73,990 | 74 | 0 | 0 | |
| (ii) Non-resident Indian (NRI) | 0 | 0 | 0 | 0 | |
| (iii) Foreign national (other than NRI) | 0 | 0 | 0 | 0 | |
| 2. | Government | 0 | 0 | 0 | 0 |
| (i) Central Government | 0 | 0 | 0 | 0 | |
| (ii) State Government | 0 | 0 | 0 | 0 | |
| (iii) Government companies | 0 | 0 | 0 | 0 | |
| 3. | Insurance companies | 0 | 0 | 0 | 0 |
| 4. | Banks | 0 | 0 | 0 | 0 |
| 5. | Financial institutions | 0 | 0 | 0 | 0 |
| 6. | Foreign institutional investors | 0 | 0 | 0 | 0 |
| 7. | Mutual funds | 0 | 0 | 0 | 0 |
| 8. | Venture capital | 0 | 0 | 0 | 0 |
| 9. | Body corporate (not mentioned above) | 0 | 0 | 0 | 0 |
| 10. | Others | 0 | 0 | 0 | 0 |
| Total | 73,990 | 74 | 0 | 0 |
Total number of shareholders (promoters) : 5
(b) *SHARE HOLDING PATTERN – Public/Other than promoters
| S. No. | Category | Equity | Preference | |||
| Number of shares | Percentage | Number of shares | Percentage | |||
| 1. | Individual/Hindu Undivided Family | |||||
| (i) Indian | 0 | 0 | 0 | 0 | ||
| (ii) Non-resident Indian (NRI) | 0 | 0 | 0 | 0 | ||
| (iii) Foreign national (other than NRI) | 0 | 0 | 0 | 0 | ||
| 2. | Government | |||||
| (i) Central Government | 0 | 0 | 0 | 0 | ||
| (ii) State Government | 0 | 0 | 0 | 0 | ||
| (iii) Government companies | 0 | 0 | 0 | 0 | ||
| 3. | Insurance companies | 0 | 0 | 0 | 0 | |
| 4. | Banks | 0 | 0 | 0 | 0 | |
| 5. | Financial institutions | 0 | 0 | 0 | 0 | |
| 6. | Foreign institutional investors | 0 | 0 | 0 | 0 | |
| 7. | Mutual funds | 0 | 0 | 0 | 0 | |
| 8. | Venture capital | 0 | 0 | 0 | 0 | |
| 9. | Body corporate (not mentioned above) | 26,000 | 26 | 0 | 0 | |
| 10. | Others | 0 | 0 | 0 | 0 | |
| Total | 26,000 | 26 | 0 | 0 | ||
Total number of shareholders (other than promoters) : 1
Total number of shareholders (Promoters + Public/Other than promoters) : 6
VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS
(Details, Promoters, Members (other than promoters), Debenture holders)
| Details | At the beginning of the year | At the end of the year |
| Promoters | 5 | 5 |
| Members (other than promoters) | 1 | 1 |
| Debenture holders | 0 | 0 |
VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) *Composition of Board of Directors
| Category | Number of directors at the beginning of the year | Number of directors at the end of the year | Percentage of shares held by directors as at the end of year | |||
| Executive | Non Executive | Executive | Non Executive | Executive | Non Executive | |
| A. Promoter | 1 | 2 | 1 | 3 | 19.18 | 35.31 |
| B. Non-Promoter | 0 | 0 | 0 | 0 | 0 | 0 |
| (i) Non- Independent | 0 | 0 | 0 | 0 | 0 | 0 |
| (ii) Independent | 0 | 0 | 0 | 0 | 0 | 0 |
| C. Nominee Directors Representing | 0 | 0 | 0 | 0 | 0 | 0 |
| (i) Banks and FIs | 0 | 0 | 0 | 0 | 0 | 0 |
| (ii) Investing Institutions | 0 | 0 | 0 | 0 | 0 | 0 |
| (iii) Government | 0 | 0 | 0 | 0 | 0 | 0 |
| (iv) Small share Holders | 0 | 0 | 0 | 0 | 0 | 0 |
| (v) Others | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 1 | 2 | 1 | 2 | 19.18 | 35.31 |
Number of Directors and Key managerial personnel (who is not director) as on the financial year end date : 4
(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year
| Name | DIN/PAN | Designation | Number of equity shares held | Date of cessation (after closure of financial year : If any) |
| PALANIGOUNDER SUBRAMANIAM | 02106637 | Director | 101 | |
| SUBRAMANIAM SARAVANAN | 02106712 | Director | 19,183 | |
| CHANDRA | 02153257 | Director | 101 | |
| SARAVANAN RAJESWARI | 09305935 | Director | 35,105 |
(ii) Particulars of change in director(s) and Key managerial personnel during the Year :1
| Name | DIN/PAN | Designation at the beginning / during the financial year | Date of appointment / change in designation / cessation | Nature of change (Appointment/ Change in designation/ Cessation) |
| SARAVANAN RAJESWARI | 09305935 | Director | 29.10.2021 | Appointment |
IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE
BOARD OF DIRECTORS
A. MEMBERS/CLASS /REQUISITIONED/CLB/NCLT/COURT CONVENED MEETING
Number of meetings held : 1
| Type of meeting | Date of meeting | Total Number of Members entitled to attend meeting | Attendance | |
| No of Members Attended | % of total Share Holding | |||
| 26TH ANNUAL GENERAL MEETING | 29/10/2021 | 6 | 5 | 74 |
B. BOARD MEETINGS
*Number of meetings held: 5
| S. No. | Date of meeting | Total Number of directors as on the date of meeting | Attendance | |
| Number of directors attended | % of attendance | |||
| 1 | 21/06/2021 | 3 | 3 | 100 |
| 2 | 31/08/2021 | 3 | 3 | 100 |
| 3 | 06/10/2021 | 3 | 3 | 100 |
| 4 | 24/12/2021 | 4 | 4 | 100 |
| 5 | 29/03/2022 | 4 | 4 | 100 |
C. COMMITTEE MEETINGS
Number of meetings held: 5
| S. No. | Type of meeting | Date of meeting | Total Number of Members as on the date of meeting | Attendance | |
| Number of members attended | % of attendance | ||||
| 1 | CSR Committee Meeting | 21/06/2021 | 3 | 3 | 100 |
| 2 | CSR Committee Meeting | 31/08/2021 | 3 | 3 | 100 |
| 3 | CSR Committee Meeting | 06/10/2021 | 3 | 3 | 100 |
| 4 | CSR Committee Meeting | 24/12/2021 | 4 | 4 | 100 |
| 5 | CSR Committee Meeting | 29/03/2022 | 4 | 4 | 100 |
| S. No. | Name of the Director | Board Meetings | Committee Meetings | Whether attended AGM held on (Y/N/NA) | ||||
| Number of Meetings which director was entitled to attend | Number of Meetings attended | % of attendance | Number of Meetings which director was entitled to attend | Number of Meetings attended | % of atten-dance | |||
| 1 | PALANIGOUNDER SUBRAMANIAM | 5 | 5 | 100 | 5 | 5 | 100 | Y |
| 2 | SUBRAMANIAM SARAVANAN | 5 | 5 | 100 | 5 | 5 | 100 | Y |
| 3 | CHANDRA | 5 | 5 | 100 | 5 | 5 | 100 | Y |
| 4 | SARAVANAN RAJESWARI | 2 | 2 | 100 | 2 | 2 | 100 | Y |
D. *ATTENDANCE OF DIRECTORS
X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL –
A. Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered : 0
| S. No | Name | Designation | Gross salary | Commission | Stock Option/ Sweat equity | Others | Total Amount |
| 1 | 0 | 0 | 0 | 0 | 0 | ||
| Total | 0 | 0 | 0 | 0 | 0 |
B. Number of CEO, CFO and Company secretary whose remuneration details to be entered : NIL
| S. No | Name | Designation | Gross salary | Commission | Stock Option/ Sweat equity | Others | Total Amount |
| Total |
C. Number of other directors whose remuneration details to be entered : 4
| S. No | Name | Designation | Gross salary | Commission | Stock Option/ Sweat equity | Others (Sitting fee) | Total Amount |
| 1. | PALANIGOUNDER SUBRAMANIAM | Director | 2,40,000 | 0 | 0 | 0 | 2,40,000 |
| 2 | SUBRAMANIAM SARAVANAN | Director | 9,600,000 | 0 | 0 | 0 | 9,600,000 |
| 3 | CHANDRA | Director | 1,50,000 | 0 | 0 | 0 | 1,50,000 |
| 4 | SARAVANAN RAJESWARI | Director | 1,25,000 | 0 | 0 | 0 | 1,25,000 |
XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES
A. *Whether the company has made compliances and disclosures in respect of applicable provisions of the Companies Act, 2013 during the year P Yes o No
B. If No, give the reasons/observations
XII. PENALTY AND PUNISHMENT – DETAILS THEREOF
(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS
………….. Nil …………….
| Name of the company/ directors/ officers | Name of the court/ concerned Authority | Date of Order | Name of the Act and section under which penalised / punished | Details of penalty/ punishment | Details of appeal (if any) including present status |
(B) DETAILS OF COMPOUNDING OF OFFENCES Nil
| Name of the company/ directors/ officers | Name of the court/ concerned Authority | Date of Order | Name of the Act and section under which offence committed | Particulars of offence | Amount of compounding (in rupees) |
XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment P Yes O No
(In case of ‘No‟, submit the details separately through the method specified in instruction kit)
XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES
In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.
Name :
Whether associate or fellow :
Certificate of practice number :
I/We certify that:
a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.
b) Unless otherwise expressly stated to the contrary elsewhere in this return, the Company has complied with applicable provisions of the Act during the financial year.
c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of incorporation of the company, issued any invitation to the public to subscribe for any securities of the company
d) the annual return discloses the fact that the number of members, (except in case of one person company), of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to be included in reckoning the number of two hundred.
DECLARATION
I am authorised by the Board of Directors of the company vide resolution no. 06 dated 06/10/2021 (DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made there under in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
2. All the required attachments have been completely and legibly attached to this form.
Note: Attention is also drawn to the provisions of section 447, sections 448 and 449 of the Companies, Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively.
To be signed by
Director : Subramaniam Saravanan
DIN of the Director : 02106712
To be signed by
o Company Secretary :
- Company Secretary in practice:
Membership number : 5865
Certificate of practice number :3176
Attachments
1. list of share holders, debenture holders;
2. Approval letter for extension of AGM;
3. Copy of MGT-8;
4. Optional Attachments, if any.
