Dear Members,
Your Director's present the 77th Annual Report and the audited financial
statements for the financial year ended 31st March 2025.
The financial performance of the Company for the financial year ended 31st
March 2025 is summarized below:
FINANCIAL RESULTS:
(Rs in Lakhs)
| Particulars |
2024-25 |
2023-24 |
| Gross Income |
3130.77 |
9667.78 |
| Profit / Loss before interest and Depreciation |
312.1 |
80.10 |
| Finance Charges |
299.07 |
301.83 |
| Gross Profit / (Loss) |
13.03 |
(221.73) |
| Depreciation and Amortization expenses |
108.99 |
161.37 |
| Profit/(loss) after exceptional item and before tax |
(95.98) |
(361.89) |
| Provision for Tax |
(137.46) |
77.85 |
| Net Profit/ (loss) after tax |
41.49 |
(439.73) |
| Other Comprehensive Income /(Loss) |
236.22 |
- |
| Total Comprehensive Income |
277.71 |
(439.73) |
| Earnings per share |
0.12 |
(1.32) |
OPERATIONS AND PERFORMANCE
During the year under review, your Company recorded a turnover of ' 3,128.89 Lakhs,
representing a 67% decline compared to the previous year. Despite the reduced revenue, the
Company reported a Net Profit After Tax of ' 41.49 Lakhs, a significant turnaround from
the Net Loss of ' 439.73 Lakhs in the previous year.
This improvement in profitability is attributed to the implementation of robust
systems, regular review mechanisms, and enhanced planning and execution strategies. The
Company's order book remains at a healthy level, providing a solid foundation for future
growth.
There has also been notable progress in the timely collection of receivables from
ongoing projects, contributing to improved cash flow. Additionally, prudent financial
management helped keep finance costs under control.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business during the financial year under
review, and the Company continues to operate in the field of construction activities.
In line with the company's long-term growth strategy and after receiving approval via
postal ballot, we are pleased to announce the expansion of our business into additional
sector. This diversification aims to enhance our overall business activities, drive
greater revenue potential, and reduce exposure to sector-specific risks.
While we are entering new sectors, it is important to emphasize that our core
business—Engineering, Procurement, and Construction will remain the foundation of our
operations. The diversification will serve to complement and strengthen our existing
business, rather than divert focus or resources from it. We remain fully committed to
maintaining our leadership and excellence within the construction industry, while the
new ventures will contribute to the broader strategic vision of the company.
We believe this step will provide a balanced approach to growth, positioning us for
sustainable success in the coming year
DIVIDEND AND GENERAL RESERVE
Your Directors has not recommended any dividend for the financial year ended 31st
March 2025. The Company has not transferred any amount to the general reserve.
SHARE CAPITAL
As on 31st March 2025, under review, your company has
> authorized Share Capital of ' 7200 Lakhs
• 4,00,00,000 equity shares having face value of ' 10 each amounting to ' 4000
Lakhs
• 32,00,000 Preference shares having face value of ' 100 each amounting to ' 3,200
Lakhs
> Paid-up capital of ' 3323.36 Lakhs.
During the year under review, your Company obtained approval from the members through a
postal ballot notice dated 22nd February 2025 for the issuance of 67,22,722
equity shares to promoters and non-promoters on a preferential basis, at a price of '
40.05 (Rupees Forty and Five Paise only) per share, comprising a face value of ' 10/- and
a premium of '30.05 per share.
Subsequently, the Company allotted 16,49,840 equity shares on 8th May 2025.
Following this allotment, the paid-up equity share capital increased to 3,48,83,438
equity shares, amounting to ' 34,88,34,380/- (Rupees Thirty-Four Crores Eighty-Eight Lakhs
Thirty-Four Thousand Three Hundred and Eighty only).
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of the Companies Act
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
ALTERATION OF MEMORANDUM OF ASSOCIATION
During the financial year ended 31st March 2025 there was no alteration of
MOA / AOA. However, the Board of Directors, at their meeting held on 20th May
2025, recommended the following alterations to the Memorandum of Association of the
Company, subject to the approval of the members:
• Subdivision of unissued preference shares of the Company;
• Reclassification of the authorised share capital of the Company; and
• Adoption of a new set of the Memorandum of Association in line with the
applicable provisions.
Pursuant to the said recommendation, the members approved the aforementioned items
through postal ballot on 25th July 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your Company has neither extended any loans, guarantees
nor made any investments covered under the provisions of Section 186 of the Companies Act,
2013.
RISK MANAGEMENT AND OVERSIGHT
With a strategic focus on integrating risk management into the Company's overall
strategic and operational framework, the Board of Directors has established a robust
mechanism for regular review and monitoring of key business risks. This process,
implemented in close coordination with the management team, ensures that potential risks
are proactively identified, assessed, and mitigated through appropriate control measures.
The Board engages in periodic discussions with the management to stay informed on
emerging risks and the effectiveness of mitigation strategies, thereby enabling
comprehensive risk oversight at the Board level.
In addition to operational controls, the Board has instituted comprehensive standards,
processes, and frameworks to establish and maintain effective Internal Financial Controls
(IFC), ensuring the Company's financial operations are conducted responsibly and with due
diligence.
These controls are subject to continuous monitoring, regular management reviews, and
self-assessment to ensure their effectiveness. The internal control framework is aligned
with the Company's business objectives and is periodically reviewed and approved by the
Audit Committee.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to operational controls, the Board has instituted comprehensive standards,
processes, and frameworks to establish and maintain effective Internal Financial Controls
(IFC), ensuring the Company's financial operations are conducted responsibly and with due
diligence.
These controls are subject to continuous monitoring, regular management reviews, and
self-assessment to ensure their effectiveness. The internal control framework is aligned
with the Company's business objectives and is periodically reviewed and approved by the
Audit Committee.
The Audit Committee actively monitors the adequacy and performance of these controls.
Significant observations are followed up, and necessary actions are taken and reported to
the Committee for oversight.
The Company has adequate Internal Financial Controls in place with reference to its
Financial Statements, ensuring compliance with applicable.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March 2025, the Board of Directors of the Company comprised Six
Directors, consisting of one Executive Director, two Non-Executive Directors and three
Independent Directors and, as tabled below:
| Mr. G V Manimaran |
Chairman & Managing Director |
| Mr. Baskaran |
Non-Executive - Non- Independent |
| Dr. Ennarasu Karunesan |
Non-Executive - Non- Independent |
| M' R S Isabella |
Non-Executive -Independent |
| Mr. Nallusamy Elangovan |
Non-Executive -Independent |
| Dr. Ravi Muthusamy |
Non-Executive -Independent |
During the year under review, there are significant changes in the composition of board
of directors which is given in the corporate governance report attached with the Annual
report.
In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under
Dr. Ennarasu Karunesan, Non-Executive Director (DIN 00200432), of the Company is liable to
retire by rotation, at the 77th Annual General Meeting and being eligible
offers himself for reappointment.
The resolution seeking members approval for the re-appointment of Dr. Ennarasu
Karunesan as a Director of the Company is included in the Notice convening the 77th
Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 and the SEBI (LODR) Regulations. In the opinion of the Board, the Independent
Directors possess the requisite expertise and experience, and they fulfil the conditions
specified in the Act and the Rules made thereunder and are independent of the management.
The details of program for familiarization of Independent Directors with the Company,
nature of the industry in which the Company operates and related matters are uploaded on
the website of the Company at the link https://coromandelengg.com/ policies .
The Board of Directors has carried out an annual evaluation of its own performance,
working of its Committees and Individual Directors of the Company pursuant to the
provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI
(LODR) Regulations. The performance was evaluated by the Board after seeking input from
all the Directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25
of the Listing Regulations, the Independent Directors of the Company had a separate
meeting during the financial year without the attendance of
non-independent Director at its meeting held on 26th March 2025, the
performance of the NonIndependent Directors, the Board as a whole was evaluated, taking
into account the views of Directors
During the year under review, the following changes took place in the office of Key
Managerial Personnel:
• Mr Sabaretnam Singaram, Managing Director, resigned from his position with
effect from 25th October 2024. The Board appointed Mr G V Manimaran as Chairman
and Managing Director withy effect from 12th November 2024
• Mr. Ravichandran Perumal, Chief Financial Officer, resigned from his position
with effect from 15th November 2024. The Board appointed Mr. AK Babu Ismath
Razack to the position with effect from 14th December 2024.
• Ms. M Akila, Company Secretary and Compliance Officer, resigned with effect from
31st May 2024. She was replaced by Mr. Anto Abhinash, who assumed charge on 1st
June 2024 in the same position.
• Following the resignation of Mr. Anto Abhinash from the position of Company
Secretary and Compliance Officer with effect from 31st October 2024, the Company appointed
Ms. Sneha Jain to the role with effect from 31st January 2025.
MEETINGS OF THE BOARD
During the financial year ended 31st March 2025, 6 (Six) Board Meetings were
held. Details of the meetings held, and attendance of each Director are given in the
Corporate Governance Report forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your
Directors, to the best of their knowledge and ability confirm as under:
(a) in the preparation of the annual Financial Statements, the applicable accounting
standards have been followed, and no material departures have been made from the same.
(b) The accounting policies mentioned in Note No. 3 of the Financial Statements have
been selected and applied 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 2025 and of the profit of the company.
(c) proper and sufficient care has been taken 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 of the company have been prepared on a going concern basis.
(e) the internal financial controls to be followed by the company have been laid down
and that such internal financial controls are adequate and operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
AUDIT COMMITTEE
Your Company has an Audit Committee pursuant to the requirements of the Act read with
Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details relating to the
same are given in the report on Corporate Governance forming part of this Report. During
FY 2024-25, the recommendations of Audit Committee were duly accepted by the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Throughout the year, all contracts, arrangements, or transactions involving related
parties adhered to the stipulations outlined in the Companies Act, 2013 and its associated
regulations. Additionally, the Company takes necessary action and ensures compliance for
any contracts, arrangements, or transactions with related parties that meet the criteria
for materiality, in accordance with the Company's policy on related party transactions and
the applicable Section and Regulation. Furthermore, the details such transactions that
necessitated reporting in Form No. AOC-2, as per Section 134(3)(h) in conjunction with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 forms part of
the Boards' report. All the transactions that were conducted by Company with its related
parties during the financial year under review were at arm's length basis.
The Policy on Related Party Transactions, as approved by the Board, is available on the
Company's website at https://coromandelengg. com/policies .
The details of all the transactions with Related Parties are provided in the
accompanying financial statements.
VIGIL MECHANISM
In accordance with Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations,
the Company has formulated a Vigil Mechanism and has a whistle blower policy in place to
address genuine concerns or grievances, if any, of the directors, vendors and employees.
The whistle blower policy is available on the website of the Company at
https://coromandelengg.com/policies
PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for prevention of "Insider
Trading" as mandated by the SEBI and same is available on the website of the Company:
https://coromandelengg.com/policies.
Your Company's Audit Committee monitors implementation of said Policy.
NOMINATION AND REMUNERATION COMMITTEE
The Company has in place a Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made there under and
Regulation 19 of the SEBI (LODR) Regulations. The details relating to the Committee are
given in the report on corporate governance forming part of this report.
The Board has accepted the recommendations of the Nomination and Remuneration Committee
and there were no incidences of deviation from such recommendations during the financial
year under review.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has in place a Stakeholders Relationship Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made there under and
Regulation 20 of the SEBI (LODR) Regulations. The details relating to the Committee are
given in the report on corporate governance forming part of this report.
TECHNICAL COMMITTEE
The Board of Directors, recognizing the importance of focused sight on technical
matters, has constituted a Technical Committee comprising Directors of the Company. The
formation of this Committee is in accordance with the provisions of the Companies Act,
2013, and the SEBI (LODR) Regulations. The details relating to the Committee are given in
the report on corporate governance forming part of this report.
REMUNERATION POLICY
In line with the recommendations of the Nomination and Remuneration Committee, the
Board of Directors has adopted a comprehensive policy for the selection, appointment, and
remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and other
employees.
This policy is designed in accordance with the provisions of Section 178 of the
Companies Act, 2013, and Regulation 19 along with Part D of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Its core objective is
to ensure that the remuneration structure is reasonable, competitive, and aligned with the
company's performance. It aims to attract, retain, and motivate highly competent
individuals while striking a balance between short-term and long-term goals to drive
sustainable growth.
The policy is available for reference on the company's official website at the
following link: https://coromandelengg.com/policies.
CORPORATE SOCIAL RESPONSIBILITY
The requirements for forming a CSR Committee and spending on CSR under Section 135 of
the
Companies Act, 2013, do not apply to the Company for the Financial Year 2024-25.
AUDIT
STATUTORY AUDIT
M/s. CNGSN & Associates LLP, Chartered
Accountants, (FRN. 004915S/S200036) Chennai were appointed as Statutory Auditors of the
Company at the 74th Annual General Meeting of the Company held on 3rd
August 2022, to hold office for a term of 5 consecutive years until the conclusion of 79th
Annual General Meeting of the Company.
M/s. CNGSN & Associates LLP, Chartered
Accountants, has furnished a certificate of their eligibility and consent under section
139 and 141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014
for their continuance as the Auditors of the company for the Financial Year 2025-26. In
terms of the Listing Regulations, the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the ICAI.
The Independent Auditors' Report(s) to the Members of the Company in respect of the
Financial Statements for the Financial Year ended 31st March 2025 form part of
this Annual Report and contains no qualification or adverse remarks or disclaimer with
regard to the financial statements for the year ended 31st March 2025.
STATUTORY AUDITORS' - EMPHASIS OF MATTER:
The Statutory Auditors of the Company have included an Emphasis of Matter in their
report for the financial year ended 31st March 2025. The said Emphasis of
Matter does not constitute a qualification or modification of their opinion but has been
included to draw attention to certain matters disclosed in the financial statements:
1. We draw attention to the outstanding statutory due to Government authorities. Delays
were observed in payment of Goods and Service Tax amounting to Rs.1,08,93,788 including
interest thereon and in payment of Tax Deducted at Source amounting to Rs. 54,64,310, both
of
which were subsequently paid.
2. The amount of Rs. 3,70,277 towards Employees' Provident Fund contributions including
interest remains unremitted by the company. Our opinion is not modified in this regard.
3. MSME dues including interest amounting to Rs. 7,26,40,633 remain unpaid beyond the
due dates. Our opinion is not modified in this regard.
4. We draw attention to the outstanding longterm loan from IDFC First Bank. During FY
2024-25, the loan repayments were not made as per the scheduled due dates and amounts
specified in the repayment schedule and paid subsequently. Our opinion is not modified in
this regard.
5. We draw attention to the revaluation of Plant & Machinery carried out during the
quarter ended 31.03.2025, resulting in an increase of Rs. 3, 17,09,228 in the carrying
value of assets and corresponding impact on Other Equity. Our opinion is not modified in
this regard.
6. Due to the voluminous nature of transactions undertaken by the entity, we have not
conducted comprehensive verification of the Goods and Services Tax (GST) and Input Tax
Credit (ITC) claims. However, based on our review of the internal audit report and related
records, we noted instances of mismatched credit, including cases where ITC pertaining to
the State of Tamil Nadu was claimed under the GST registration of the State of Odisha. Our
opinion is not modified in this regard.
Management's response to the above emphasis of matters mentioned in the Auditors
Report:
1. The Board notes the observation regarding delays in payment of Goods and Services
Tax amounting to ' 1,08,93,788 (including interest) and Tax Deducted at Source amounting
to ' 54,64,310. The delays occurred due to a change in management. Both amounts have since
been paid in full and have no continuing impact on the Company's operations or financial
position.
2. With reference to the unremitted difference in Provident Fund contributions during
FY 2024-25, it was noted that the EPF portal does not provide an option to directly remit
the differential amount. As per the guidance received from the EPFO, the difference is
required to be remitted under the relevant heads for the respective month, followed by
submission of the challan in the usual manner. The Company is in the process of completing
this remittance, and the differential amount will be paid within the current month to
regularize the same.
3. With reference to the observation regarding dues to Micro, Small and Medium
Enterprises (MSMEs) amounting to ' 7,26,40,633 (including interest), the delay in payments
has primarily been due to temporary cash flow constraints, operational delays and
differences in invoice reconciliation. However, the Company has duly recognized the
outstanding amounts to MSME in its books of accounts, in accordance with the requirements
of the MSMED Act, 2006. We are actively coordinating with the MSME vendors to resolve
outstanding issues and are committed to clearing the dues in a phased manner. The Company
remains fully committed to compliance with all statutory obligations and is strengthening
internal controls to ensure timely payments to MSMEs in the future.
4. We confirm that all outstanding dues, including the accumulated interest, were
subsequently cleared towards the end of the period. The delay in servicing the scheduled
instalments has since been addressed, and the Company is taking necessary steps to ensure
timely compliance with repayment obligations going forward.
5. The Board notes the revaluation of Plant & Machinery carried out during the
quarter ended 31st March 2025 to ensure that the assets are reflected at their
fair value in the financial statements. The valuation, based on an inspection of
construction equipment including concrete mixers, generators, and bar bending machines
located at the warehouse
and stockyard, resulted in an increase of ' 3,17,09,228 in the carrying value of assets
with a corresponding impact on Other Equity. This disclosure is for information purposes
only and does not affect the Company's operational or financial position.
6. In October 2023, ITC of ' 27,97,434/- pertaining to the Tamil Nadu GST registration
was claimed under the Odisha GST registration, resulting in duplication. The error was due
to a lapse in state- wise ITC reconciliation with GSTR- 2B. Corrective adjustments are
being made in subsequent GST returns, and preventive measures include appointing a
dedicated GST consultant and implementing GSTIN- specific monthly reconciliations.
DETAILS OF FRAUD
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013.
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Act and Rules framed thereunder either to the Company or to the Central Government
during FY 2024-25.
COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, Your directors, based on the recommendation of the Audit
Committee and on subsequent approval of the shareholders at their Annual General Meeting
held on 27th September 2024, has appointed M/s. D A R & Co., Cost
Accountants as the Cost Auditor of the Company for the Financial Year 2024-25 on a
remuneration of '75,000/- (Rupees Seventy-Five Thousand only)
Further it is noted that the provisions relating to the appointment of a Cost Auditor
under Section 148 of the Companies Act, 2013 read with the applicable rules are not
applicable to the Company for the Financial Year 2025-26. Accordingly, no appointment of
Cost Auditor is proposed for the said financial year, and no resolution in this regard is
included in the Notice convening the 77th Annual General Meeting.
SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M' Vidhya
Sivakumar of M/s. Vidhya & Associates, Company Secretaries, Chennai to conduct the
Secretarial Audit of the Company for the Financial Year 202425. The Secretarial Audit
Report is enclosed as Annexure 3.
The Secretarial auditor has issued the audit report with an Observation. The
Observation is as follows:
S There was a delay in the submission of the Statement on the impact of Audit
Qualification in the prescribed format along with the audited financial results for the
quarter and year ended 31st March 2024. The Company has subsequently filed a
waiver application and has paid a penalty of Rs. 1,05,000 (excluding GST). The waiver
application is currently under review by BSE Limited.
Management reply
The company has always compliant in filing of Financial Results as per the Regulation
33 of SEBI (LODR) 2015. Discrepancies in respect to delay in filing of the statement on
the impact of audit qualification in the prescribed format for the financial year ended 31st
March 2024 was an unintentional omission due to oversight and clerical error.
Subsequently, the said discrepancy was corrected by the Company on the intimation by the
BSE.
With respect to the delay in submission of financial results for the quarter and year
ended 31st March 2024, the Company has initiated a waiver application 2nd
June 2024 under Case No. 205405 and also paid the fine of ' 1,0,5000 (excluding GST) on 11th
April 2025 and currently the waiver petition is pending for review before BSE Limited.
Management has taken corrective measures to strengthen internal compliance processes
and ensure timely submissions in the future. We remain committed to maintain high
standards of regulatory compliance and corporate governance.
As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from
the Practising Company Secretary that none of the Directors of the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors by
MCA/SEBI and other Statutory Authorities. The said Certificate is forming part of this
Report.
InaccordancewiththeprovisionsofSection204ofthe Companies Act, 2013 and Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
of Directors, at its meeting to be held on 13th August 2025, approved and
recommended the appointment of M/s Nithya Gokul & Associates, Practicing Company
Secretary, (FCS No.9221, CP No. 10804) as the Secretarial Auditor of the Company for a
term of five years from 2025- 2026 to 2029-2030 subject to the approval of the
shareholders at the ensuing 77th Annual General Meeting based on the written
consent of the Secretarial Auditors and confirmation to the effect that they are eligible
and not disqualified to be appointed as the Auditors of the Company in the terms of the
provisions of the Listing Regulations, the Companies Act, 2013 and the rules made
thereunder. A detailed proposal for appointment of Secretarial auditor forms part of the
Notice convening this AGM.
The Secretarial Auditors have also confirmed that they hold a valid certificate issued
by the Peer Review Board of the ICSI .
INTERNAL AUDIT
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and all other applicable provisions (including any amendment
thereto) if any of the Companies Act, 2013, M/s. B Thiagarajan & Co., Chartered
Accountants, Chennai were re-appointed as the Internal Auditors of the Company for the
Financial Year 2025-2026.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis for the year under review as stipulated under
Regulation 34(2) of the SEBI (LODR) Regulations, highlighting the business details, is
attached and forms part of this report.
CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 of the Securities and Exchange Board of India (LODR)
Regulations, a report on Corporate Governance along with a Certificate from a Practicing
Company Secretary confirming the compliance with the conditions of Corporate Governance is
attached to this report.
COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a prevention of Sexual Harassment and Grievance Handling
Policy in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
An Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary and
trainees) are covered under this policy.
During the year ended March 31, 2025:
1. the number of sexual harassment complaints received - Nil
2. the number of such complaints disposed - Nil
3. the number of cases pending for a period exceeding ninety days - Nil
STATEMENT ON MATERITY BENEFIT COMPLIANCE
Your Company continues to comply with the provisions of the Maternity Benefit Act, 1961
and also confirms that relevant provisions were not applicable during the year under
review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND
OUTGO
The core business of the Company revolves around civil construction, which inherently
involves low energy consumption. As such, the provisions relating to conservation of
energy and technology absorption under Rule 8(3) of the Companies (Accounts) Rules, 2014
are not applicable to the Company.
A. Conservation of energy;
> the steps taken or impact on conservation of energy - Nil
> the steps taken by the company for utilizing alternate sources of energy - Nil
> the capital investment on energy conservation equipments - Nil
Nevertheless, the Company remains committed to sustainable construction practices and
has voluntarily adopted several eco-friendly measures to minimize environmental impact and
promote resource efficiency, including:
• Installation of energy-efficient LED lighting across project sites.
• Implementation of waste reuse practices, such as using filled cement bags and
construction debris for ground stabilization.
• Utilization of broken bricks in non-structural applications like weathering
courses.
• Repurposing scrap steel for drains, covers, and embedded supports in
construction.
• Creative use of granite waste in anti-skid flooring, parking areas, and
landscaping features.
• Application of Kota stone remnants in seating and decorative planters to avoid
material wastage.
• Overall efforts to reduce construction waste, optimize material usage, and limit
environmental emissions.
These initiatives reflect the Company's proactive approach to environmental
responsibility and its commitment to integrating sustainable practices into day-to-day
operations.
B. Technology absorption:
the efforts made towards technology absorption; benefits derived like product
improvement, cost reduction, product development or import substitution; in case of
imported technology (imported during the last three years reckoned from the beginning of
the financial year)-
a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption PARTY has not taken place, and the
reasons thereof; and
(iv) the expenditure incurred on Research and Development.
C. During the year, the Company did not have any foreign exchange earnings and
outgo.
SUBSIDIARIES / ASSOCIATES / JOINT VENTURES
During the year under review, your Company has no Subsidiary / Associate / Joint
Venture.
ANNUAL RETURN
The details forming part of the annual return in the prescribed Form MGT-7 as per
Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is available at the website of https://
coromandelengg.com/annual-general-meeting .
DEMATERIALISATION OF SHARES
As of March 31, 2025, 99.90% of the Company's paid-up Equity Share Capital exists in
dematerialized form, with the remaining 0.10% in physical form.
Your Company has updated the relevant forms in the website of the company regarding the
procedure to convert their physical shares into dematerialized form.
The Company's Registrar and Share transfer Agent is KFin Technologies Limited having
its office Selenium Building, Tower B, Plot 31-32, Nanakramguda, Serilingampally,
Hyderabad, Rangareddi-500032.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) & Secretarial Standards on General Meetings (SS-2).
PARTICULARS OF EMPLOYEES REMUNERATION
The ratio of remuneration of each Director to the median of employees' remuneration as
per Section 197(12) of the Companies Act, 2013 and information relating to employees to be
disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is annexed to and forms part of this report.
GENERAL
Your directors state that no disclosure or reporting is required of the following
matter as there were no transactions on these matters during the year under review:
• Issue of equity shares with differential rights.
• Issue of shares to employees of the Company under any scheme.
• No instance of fraud reported by the Auditors under Section 143 (12) of the Act.
• There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.
• There was no instance of one-time settlement with any Banks or financial
institution.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT
Subsequent to the end of the financial year, the Company has undertaken certain
material actions that will create impact in its capital structure and financial position:
The Company proposed the issue of 66,72,722 equity shares of face value ' 10/- each at
a price of ' 40.05/- per share (including a premium of ' 30.05/-), on a preferential basis
to certain identified allottees from both Promoter and NonPromoter groups. The proposal
was approved by the shareholders through postal ballot on March 27, 2025. In-principle
approval for the same was received from BSE Limited on April 23, 2025. Pursuant to the
said approvals, the Company allotted 16,49,840 equity shares aggregating to
' 6,60,76,092.00 to the respective allottees, and the listing approval for the same
from BSE Limited was received on July 16, 2025.
During the above-mentioned period, the Company also approved the sub-division of every
1 (one) preference share of face value Rs 100/- each into 10 (ten) preference shares of
face value ' 10/- each, in order to facilitate better capital structure flexibility.
Further, the Company reclassified its authorised share capital from ' 72,00,00,000/-
(Rupees Seventy-Two Crores only), divided into
4.00. 00.000 equity shares of ' 10/- each and
3.20.00. 000 preference shares of ' 10/- each, to ' 72,00,00,000/- divided into
5,20,00,000 equity shares of ' 10/- each and 2,00,00,000 preference shares of ' 10/- each.
Consequently, Clause V of the Memorandum of Association of the Company was amended
accordingly.
PAYMENT OF FINE TO STOCK EXCHANGE
During the year under review, the Company inadvertently missed filing the outcome of
the Board Meeting held on May 24, 2024, along with the Statement of Impact of Audit
Qualification, as required under the SEBI (LODR) Regulations. Consequently, the Bombay
Stock Exchange (BSE) raised a query and levied a penalty of ' 1,05,000/- (excluding GST)
for the said nondisclosure.
In line with the principles of good corporate governance and to uphold regulatory
compliance standards, the Company has made the payment of the imposed penalty to the BSE.
Simultaneously, the Company has also filed a waiver application with the Stock Exchange,
which is currently under consideration.
The Company remains committed to ensuring strict compliance with all applicable
regulatory requirements and is taking necessary steps to strengthen its internal
compliance mechanisms to avoid such instances in the future.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has not received any significant material orders passed by the regulators
or courts or tribunals impacting on the going concern status and company's operations in
future.
ACKNOWLEDGEMENT
Your directors take this opportunity to thank the Customers, Banks, the Government of
India, the Government of Tamil Nadu, Stock Exchange and all the Stakeholders and employees
of for their continued co-operation, support and assistance extended to the Company.
|
FOR & ON BEHALF OF THE BOARD OF DIRECTORS |
| Place: Chennai |
G V MANIMARAN |
| Date: 13th August, 2025 |
CHAIRMAN & MANAGING DIRECTOR |
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DIN:09707546 |
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