Dear Members,

Your Directors' present the 75th Annual Report and the audited financial statements for
the financial year ended 31st March 2023.

The financial performance of the Company for the financial year ended 31st March 2023
is summarised below: FINANCIAL RESULTS:

(Rs. in lakhs)


  

    
Particulars
    
2022-23
    
2021-22
  
  

    
Gross Income
    
12656.02
    
13303.39
  
  

    
Profit/(loss) before Interest and Depreciation
    
60.23
    
(17.16)
  
  

    
Finance charges
    
421.24
    
471.52
  
  

    
Gross Profit/(loss)
    
(361.01)
    
(488.68)
  
  

    
Depreciation and Amortization expenses
    
222.82
    
274.12
  
  

    
Net Profit/(loss) before tax , after exceptional item
    
(385.34)
    
(564.32)
  
  

    
Provision for tax
    
65.52
    
232.36
  
  

    
Net Profit/(loss) after tax
    
(450.86)
    
(796.68)
  
  

    
Other Comprehensive Income/(loss)
    
(1.08)
    
0.21
  
  

    
Total Comprehensive Income
    
(451.94)
    
(796.47)
  
  

    
Balance carried to Balance Sheet
    
(8449.26)
    
(7997.32)
  


OPERATIONS AND PERFORMANCE

For the year under review, your company achieved a gross income of Rs. 12656.02 Lakhs
and incurred a loss after tax of Rs.450.86 Lakhs. EBITDA was positive at Rs.60.23 Lakhs
(as compared to Rs. 17.16 Lakhs negative in the previous financial year). Depreciation for
the year was Rs.222.82 Lakhs.

Your Company has put in several systems and review processes and has adopted better
planning and execution strategies. The order book is also at healthy levels.

There has been good improvement in ensuring timely collection from current projects and
finance costs were kept under control.

DIVIDEND AND GENERAL RESERVE

In view of the accumulated losses, no dividend is recommended for the financial year
2022-23. The Company has not transferred any amount to the general reserve.

SHARE CAPITAL

As on 31st March 2023, the Company's paid-up equity capital is Rs.3323.36 Lakhs. The
paid-up preference share capital as on 31st March 2023 stood at Rs.2835.63 Lakhs.

Due to its financial position, the Company was not able to meet its liabilities in
respect of Preference shareholders. Hence the Board of Directors of the Company resolved
that the Company's paid up Preference Share Capital be wholly reduced by extinguishing all
rights to payments to be made to Preference Shareholders subject to the consent of the
Preference Shareholders, Equity Shareholders and other statutory authorities.

As stated in the notes to the accounts in the previous year, the company had, based on
the consent provided by the preference shareholders and Equity Shareholders during FY
2021-22 for complete extinguishment of the rights of preference

shareholders and entitlements with respect to the preference shares of the value of
Rs.2835.63 lakhs allotted to them had approached the NCLT, Chennai, with a Scheme of
Reduction of Preference Share capital. The NCLT vide its order dated 9th of May 2023, has
approved the said extinguishment of the entire obligation of the Company with respect to
the Preference Share Capital of Rs.2835.63 lakhs.

As per the Board resolution of the Company, the extinguishment will come into effect
from the date of approval of NCLT which is 9th May 2023. Hence, the effect of
extinguishment is not considered in the financial statements of the Company for the year
ending 31st March 2023 and as at 31st March 2023. The terms of the order of NCLT in CP No.
42 (CHE) of 2022 dated May 9th, 2023, have been fully complied with and duly certified by
the Company Secretary and Compliance Officer.

Consequent to the extinguishment of entire obligations towards preference share capital
as approved by the NCLT, the net worth of the Company which is (Rs. 2048.43 Lakhs
Negative) as on 31st March 2023 will stand improved to Rs.787.20 Lakhs (Positive).

The above facts have been taken note of by the Directors as material facts occurring
after the Balance Sheet date. The necessary financial effect of the extinguishment of the
preference share capital of the company will be given effect in the first quarter of FY
2023-24.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered
under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

With an insight to integrate risk management with the overall strategic and operational
practices, the

Board of Directors have established a robust review and monitoring process with the
management to ensure that the risks pertaining to the business are identified, steps are
taken to manage and mitigate the same and periodical updates are discussed. The Board of
Directors ensure periodical discussion with the management team to enable proper risk
oversight by the Board.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations, the Board has laid down standards,
processes and structures to implement Internal Financial Controls to ensure that the
financial affairs of the Company are carried out with due diligence. The effectiveness of
the Internal Financial Controls is ensured by management reviews, continuous monitoring
and self-assessment and review of all financial transactions and operating systems by the
internal auditors.

The internal audit plan is also aligned to the business objectives of the Company,
which is reviewed and approved by the Audit Committee. Further, the Audit Committee
monitors the adequacy and effectiveness of the Company's internal control framework.
Significant audit observations are followed-up and the actions taken are reported to the
Audit Committee. The Company has also in place, adequate Internal Financial Controls with
reference to Financial Statements. The internal control system ensures compliance with all
applicable laws and regulations and facilitates optimum utilisation of available resources
and protects the interests of all stakeholders.

During the year, such controls were tested and no reportable material weaknesses or
inefficacy or inadequacy in the design or operation were observed.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31st March 2023, the Board of Directors of the Company comprises of 6 Directors
out of which 3 Directors are independent.

During the year under review, there were no changes in the composition of the Board of
Directors.

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there
under, Mr. M M Venkatachalam (DIN 00152619), Non-Executive Director and Chairman of the
Company is liable to retire by rotation, at the ensuing Annual General Meeting and being
eligible offered himself for reappointment. The resolution seeking members approval for
the re-appointment of Mr. M M Venkatachalam as a Director of the Company is included in
the Notice convening the 75th 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 programme for familiarisation 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 http://www.coromandelengg. com/Inv_Policies.html

The Board of Directors has carried out an annual evaluation of its own performance,
working of its Committees, Individual Directors and Chairman 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 inputs 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 Directors and
members of management. At its meeting held on 23rd March 2023, the performance of the
Non-Independent Directors, the Board as a whole and the Chairman

of the Board was evaluated, taking into account the views of Directors.

The Board pursuant to the recommendation of the Nomination & Remuneration
Committee, at its meeting held on 30th May 2023 considered and re-appointed Mr. N Velappan
as Manager of the Company for a period of one year from 1st June 2023 up to and including
31st May 2024. His appointment shall be subject to the approval of the shareholders. The
resolution seeking members approval for the re-appointment of Mr. N Velappan as Manager of
the Company is included in the Notice convening the 75th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company are Mr. N Velappan, Manager, Mr. R Selvakumar, Chief
Financial Officer and Ms. C Parvathi Nagaraj, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31st March 2023, 4 (Four) 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 as 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, 2023 and of the loss of the company for that period;

(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

The Company has in place an Audit Committee in terms of the requirements of the
Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI
(LODR) Regulations. The Audit Committee comprises of all Independent Directors namely, Mr.
P Nagarajan, Mr. N V Ravi and Ms. G Jalaja. Mr. P Nagarajan is the Chairperson of the
Committee.

During the year, four meetings of the Audit Committee were held, the details of which
are given in the Corporate Governance Report.

The Board has accepted the recommendations of the Audit Committee and there were no
incidences of deviation from such recommendations during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a process in place to periodically review and monitor Related Party
Transactions. All Related Party Transactions entered during the financial year were placed
before the Audit Committee for approval and were in the ordinary course of the business of
the Company and were on arm's length basis. There were no related party transactions that
had conflict with the interest of the Company. During the year, none of the transactions
with related parties came under the purview of Section 188(1) of the Act. Accordingly, the
NIL disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is enclosed. The Policy

on Related Party Transactions, as approved by the Board, is available on the Company's
website at http://www.coromandelengg.com/PDF/2022-23/ Policies/Policy_RelatedParty.pdf

VIGIL MECHANISM

In accordance with Section 177 of the Act and the SEBI (LODR) Regulations, the Company
has formulated a Vigil Mechanism and has a whistle blower policy in place to address the
genuine concerns or grievances, if any, of the directors and employees. The whistle blower
policy is available on the website of the Company at http://www.
coromandelengg.com/PDF/2022-23/Policies/ Policy_WhistleBlower.pdf

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 thereunder and Regulation
19 of the SEBI (LODR) Regulations. The Nomination and Remuneration Committee comprises of
majority Independent Directors namely, Mr. N V Ravi, Mr. P Nagarajan and Mr. M M
Venkatachalam. Mr. N V Ravi is the Chairperson of the Committee.

During the year, one meeting of the Nomination and Remuneration Committee was held, the
details of which are given in the Corporate Governance 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.

REMUNERATION POLICY

The Board, based on the recommendations of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and other employees and their remuneration. This Policy is guided by the
principles and objectives as enumerated in Section 178 of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015, to
ensure reasonableness and sufficiency of remuneration to attract, retain and motivate
competent resources, a clear relationship of remuneration to performance

and a balance between rewarding short and longterm performance of the Company. The
policy is uploaded on the website of the Company at the link
http://www.coromandelengg.com/PDF/2022- 23/Policies/Policy_NRC.pdf

CORPORATE SOCIAL RESPONSIBILITY

In view of the losses incurred by the Company during the three previous financial years
and average of three years' net profit being negative, the requirement on spending or
constitution of the Corporate Social Responsibility Committee under the Corporate Social
Responsibility Policy as per Section 135 of the Companies Act, 2013 is not applicable to
the company.

AUDIT

STATUTORY AUDIT

CNGSN & Associates LLP, Chartered Accountants, (FR No. 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.

The Company has received confirmation from CNGSN & Associates LLP, Chartered
Accountants that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review
Board of ICAI and they are not disqualified from continuing as Auditors of the Company.

The Independent Auditors' Report(s) to the Members of the Company in respect of the
Financial Statements for the Financial Year ended 31st March 2023 form part of this Annual
Report and does not contain any qualification(s) or adverse observations.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain
cost accounting records in respect of products of the Company covered under CETA
categories and appoint a cost

auditor to conduct the cost audit of the cost records of the Company.

The Board based on the recommendation of the Audit Committee, had appointed Mr. N.V.
Thanigaimani, Cost Accountant (Membership No.15557) of Thanigaimani & Associates, Cost
Accountants as the Cost Auditor of the Company for the Financial Year 2022-23 on a
remuneration of Rs. 75,000/-. Further, the Board, based on the recommendations of the
Audit Committee, has re-appointed Mr. N V Thanigaimani to conduct the audit of the cost
records of the Company for the Financial Year 2023 - 24. The remuneration payable to the
cost auditor is required to be placed before the Members in a General Meeting for their
ratification. Accordingly, a resolution seeking ratification for the remuneration payable
to the Cost Auditor for the Financial Year 2023-24 is included in the Notice convening the
75th Annual General Meeting.

SECRETARIAL AUDIT

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 Srinidhi
Sridharan & Associates, Company Secretaries, Chennai to undertake the Secretarial
Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is
enclosed. There are no qualifications, reservations, adverse remarks or disclaimers given
by the Secretarial Auditors in their report.

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 31st March, 2023, the Company has not received any complaints
pertaining to Sexual Harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND
OUTGO

The Company's core activity is civil construction which is not power intensive. Hence,
the Company does not have any commercial activity that calls for conservation of energy
and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the
Companies (Accounts) Rules, 2014. During the year, the Company did not have any foreign
exchange earnings and outgo.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company does not have any Subsidiaries/ Associates/Joint Ventures.

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
Company:http://coromandelengg.com/ Inv_AnnualGeneralMeeting.html

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

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

The Company has not issued equity shares with differential voting rights or sweat
equity shares, there is no reportable event with respect to one time settlement with any
Bank or Financial Institution and no corporate insolvency resolution process was initiated
under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before
National Company Law Tribunal.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under
review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

Due to its financial position, the Company was not able to meet its liabilities in
respect of Preference shareholders. Hence the Board of Directors of the Company resolved
that the Company's paid up Preference Share Capital be wholly reduced by extinguishing all
rights to payments to be made to Preference Shareholders subject to the consent of the
Preference Shareholders, Equity Shareholders and other statutory authorities.

As stated in the notes to the accounts in the previous year, the company had, based on
the consent provided by the preference shareholders and Equity Shareholders during FY
2021-22 for complete extinguishment of the rights of preference shareholders and
entitlements with respect to the preference shares of the value of Rs.2835.63 lakhs
allotted to them had approached the NCLT, Chennai, with a Scheme of Reduction of
Preference Share capital. The NCLT vide its order dated 9th of May 2023, has approved the
said extinguishment of

the entire obligation of the Company with respect to the Preference Share Capital of
Rs.2835.63 lakhs.

As per the Board resolution of the Company, the extinguishment will come into effect
from the date of approval of NCLT which is 9th May 2023. Hence, the effect of
extinguishment is not considered in the financial statements of the Company for the year
ending 31st March 2023 and as at 31st March 2023. The terms of the order of NCLT in CP No.
42 (CHE) of 2022 dated May 9th, 2023, have been fully complied with and duly certified by
the Company Secretary and Compliance Officer.

Consequent to the extinguishment of entire obligations towards preference share capital
as approved by the NCLT, the net worth of the Company which is (Rs. 2048.43 Lakhs
Negative) as on 31st March 2023 will stand improved to Rs.787.20 Lakhs (Positive).

The above facts have been taken note of by the Directors as material facts occurring
after the Balance Sheet date. The necessary financial effect of the extinguishment of the
preference share capital of the company will be given effect in the first quarter of the
FY 2023-24.

Except as mentioned above, there are no material changes or commitments affecting the
financial position of the Company between the end of the Financial Year and the date of
the report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Hon'ble National Company Law Tribunal, Chennai Bench, vide its Order dated 09th
May, 2023 approved the Scheme of Reduction of entire Unlisted issued, subscribed and paid
up 7% Cumulative Non-Participating Redeemable Preference Shares of the Company.

Except for the above, the Company has not received any significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.

ACCREDITATION/ RECOGNITION

Your Company has been certified under ISO 9001:2015 for quality management system and
ISO 45001:2018 for safety management system, in design and establishment of property
development, construction of residential, commercial and industrial projects, supporting
services like electrical, mechanical and plumbing works.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the Customers, Banks, the Government of
India, the Government of Tamil Nadu, Stock Exchange and all other Stakeholders for their
continued cooperation, support and assistance extended to the Company.


  

    

    
On behalf of the Board
  
  

    
Place: Chennai
    
M.M.VENKATACHALAM
  
  

    
Date: 30th May 2023
    
DIN:00152619
  
  

    

    
Chairman