Roots Multiclean Limited Unlisted Shares Annual Reports

Roots Multiclean Limited Unlisted Shares

The document is the 32nd Annual Report for Roots Multiclean LTD for the financial year 2023-2024. **Financial Performance:** * **Total Revenue:** Increased to Rs. 370.70 Crores (2023-24) from Rs. 329.57 Crores (2022-23), a growth of 12.48%. Domestic turnover showed an 18.74% increase. Export turnover decreased slightly from Rs. 81.38 to Rs. 76.99 crore. * **Profit Before Tax:** Increased to Rs. 64.02 Crores (2023-24) from Rs. 49.44 Crores (2022-23), a 29.49% increase. * **Profit After Tax:** Increased to Rs. 46.97 Crores (2023-24) from Rs. 35.42 Crores (2022-23). * **Reserves:** Rs. 30.00 Crores transferred to General Reserve. * **Dividend:** A dividend of 40% (Rs. 4 per share) is recommended, subject to shareholder approval. **Board of Directors:** * Lists the names and DINs of the Board of Directors, including K. Ramasamy (Executive Chairman), and R. Varun Karthikeyan (Vice Chairman and Managing Director). Three directors, Mr. Frank Ulbricht, Dr. O.A. Balasubramaniam, and Mr. V.M. Rajashekar are retiring by rotation and are offering themselves for reappointment. **Statutory Matters & Corporate Governance:** * **Annual General Meeting (AGM):** The 32nd AGM is scheduled for September 27, 2024. Notices and resolutions to be passed at the AGM, including the adoption of financial statements, declaration of dividend, appointment of directors, and appointment of statutory auditors (M/s. Suri & Co.) are detailed. * **Remuneration Increases:** Details increases in remuneration for the Vice Chairman & Managing Director and Whole-Time Director. * **Auditors:** Re-appointment of Cost Auditors (M/s. Ramakrishnan & Co.) is subject to ratification by shareholders. * **Board Meetings:** The Board met four times during the financial year. Attendance details are provided. * **Committees:** Information on the Audit Committee, Nomination & Remuneration Committee, and Corporate Social Responsibility (CSR) Committee, including member details, attendance, and key activities, is provided. The Company contributed Rs. 81.06 Lakhs for CSR projects. * **Related Party Transactions:** Transactions with related parties were at arm's length. * **Risk Management:** The company identifies and manages various business, operational, and financial risks, reviewing the Risk Management Matrix monthly. * **Internal Controls:** The Board believes appropriate internal control systems commensurate to the size and nature of the company exist. * **Vigil Mechanism:** The company has a Vigil Mechanism Policy for employees to report concerns. * **Dematerialization:** The Company encourages members to dematerialize their equity shares. The ISIN is INE01LF01013. * **Unclaimed Dividends:** Details relating to unclaimed dividends and the process to claim them from the IEPF Authority are provided. **Business Operations & Outlook:** * The Directors state that the company's growth in sales volume surpassed the industry growth rate. The company strengthened its overseas distribution network in the middle east and south east Asian regions. * **New Products:** Four new products were launched: MW Pro 340 (Steam), RSM 1000 (sweeper), and HPJ 100 & 120 (high-pressure jet machines). The Research & Development Centre of Roots Multiclean Ltd. has received recognition from the Government of India. * **CSR Policy:** Company CSR activities focus on environment, health & hygiene, and education, as well as the welfare benefit of senior citizens and eradicating hunger, poverty and malnutrition. **Financial Statements:** * The report includes standalone and consolidated financial statements including the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement. Key financial ratios and a detailed breakdown of various assets, liabilities, and expenses are presented. **Other:** * Details of Directors seeking re-appointment are included, including their qualifications, experience, and other directorships/committee memberships. * The auditor's report, including annexures regarding internal financial controls and compliance with the Companies (Auditor's Report) Order, 2020, is provided. * The document concludes with a proxy form for shareholders to appoint a proxy for the Annual General Meeting.

Roots Multiclean Limited Unlisted Shares

ROOTS MULTICLEAN LTD - Annual Report Summary The document is the 31st Annual Report for ROOTS MULTICLEAN LTD, covering the financial year 2022-2023. It includes financial highlights, Director's Report, and details for the Annual General Meeting. **Financial Performance:** The Financial Performance at a Glance includes standalone statements and reports growth compared to the previous years: * **Total Income:** ₹330 Crore in 2022-23 (₹264 Crore in 2021-22). * **Net Worth:** ₹235 Crore in 2022-23 (₹200 Crore in 2021-22). * **Profit Before Tax:** ₹49 Crore in 2022-23 (₹35 Crore in 2021-22). * **Profit After Tax:** ₹35 Crore in 2022-23 (₹25 Crore in 2021-22). **Notice to Shareholders:** The 31st Annual General Meeting will be held on September 27, 2023, to transact business including: * Adoption of Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2023. * Declaration of dividend on equity shares. * Appointment of Mrs. R.K. Umaadhevi and Mr. K. Ravi as Directors, who retire by rotation. * Re-appointment of Mr. C. Sivakumar as an Independent Director for a period of three years. * Approval of increase in remuneration payable to Mr. R. Varun Karthikeyan, Vice Chairman and Managing Director, effective from December 3, 2022 to March 31, 2026. Key terms include a monthly salary of ₹2,06,600, perquisites, and a commission structure based on profit before tax. If there are no profits, his renumeration cannot exceed the limits specified in Schedule V of the Companies Act, 2013. * Approval of Royalty payments to Mr. K. Ramasamy, Executive Chairman, at 1.5% of the ex-factory price for the new RD 180 mechanical sweeping machine, from April 1, 2022, to March 31, 2027. * Re-appointment of Mr. K. Ramasamy as Executive Chairman of the company for a period of 5 years from 01.07.2023 to 30.06.2028, with a commission of 3% on net profit before tax. * Approval of increase in remuneration payable to Mr. J. Krishna Kumar, Whole-Time Director, effective from December 3, 2022, to January 24, 2025, and at 0.14% commission on net profit of the Company as per section 197 and 198 of Companies Act 2013. * Ratification of the remuneration of the Cost Auditors M/s. Ramakrishnan & Co. for the financial year ending March 31, 2024, at ₹1,25,000 per annum plus applicable GST and other expenses. * Approval to pay a commission not exceeding 1% on the net profit of the company to Independent Directors, within the overall limit prescribed under the Companies Act, 2013. * Other important details: * Mr. C. Sivakumar, has good experience in Manufacturing- Asset Light Models, LEAN TEI, Innovation, Quality, Process Excellence Retail, Branding, Product Launches etc. * Mr. R. Varun Karthikeyan possesses 17 years of expertise in Production, procurement, operations, administration and development functions. **Director's Report:** * The company achieved a total revenue of ₹329.57 Crores in FY 2022-23, a growth of 25% compared to the previous year. Domestic turnover was ₹243.37 Crores (27% growth). Export turnover was ₹81.38 Crores (19% growth). * Profit before tax increased by 42% to ₹49.44 Crores. Profit after tax increased to ₹35.42 Crores. * The company created a Warehouse in Bangalore. * The company is focusing on upcoming technologies and incorporated the same into their products. * Directors recommend a dividend of 40% (₹4/- per share). * The company has a Wholly Owned Subsidiary (WOS), Roots Multiclean Inc., USA. * Mrs. R.K. Umaadhevi and Mr. K. Ravi are retiring by rotation and are eligible for re-appointment. * The number of Board meetings duly met are four. * The company has given loan / guarantee to its Wholly owned subsidiary, Roots Multiclean Inc., USA, within the ambit of Companies Act, 2013. * The Audit Committee, the Nomination and Remuneration Committee and Corporate Social Responsibility Committee are duly constituted. * The company has spent ₹70.80 Lakhs towards Corporate Social Responsibility (CSR) projects. * Impact assessment, effective implementation of the mitigation plans and risk reporting are implemented. * The Company reviews the Risk Management Matrix on monthly basis, to achieve the business objectives. * The Vigil Mechanism is applicable to the Company as per the provisions of the Companies Act, 2013. * The Company has retained the rating for the long term banking facilities as [ICRA]. * Details of Unclaimed Dividend as on 31st March, 2023 and due dates for transfer is included. * The Company has in place a policy on Prevention, Prohibition and Redressal of sexual harassment of women at workplace. * The company launched 2 new products in FY 2022-23. * Your Directors wish to thank its Customers, Vendors, Bankers, Government authorities, Associates, Shareholders and Employees. **Financial Statements and Annexures:** * The document includes Standalone and Consolidated Financial Statements with detailed notes, as well as various annexures providing additional information on related party transactions, committee compositions, CSR activities, and other regulatory requirements.

Roots Multiclean Limited Unlisted Shares

ROOTS MULTICLEAN LTD - 29th Annual Report 2020-2021 Summary: **Notice to Shareholders & Ordinary/Special Business:** The 29th Annual General Meeting will be held on September 28, 2021, at the registered office in Coimbatore. The ordinary business includes adopting the audited standalone and consolidated financial statements for the year ended March 31, 2021, and the reports of the Board of Directors and Auditors. Also declaring dividend on equity shares and appointing Sri V.M.Rajashekar and Sri Frank Ulbricht, who retire by rotation, as Directors. Special business includes appointing Dr.O.A.Balasubramaniam as a Director of the Company. Additionally, the appointment and remuneration of Sri R.Varun Karthikeyan as Vice Chairman and Managing Director is to be considered as a Special Resolution for a period of 5 years with effect from April 1, 2021, at a salary of Rs.1,63,317 per month along with perquisites as detailed. Cost Auditors M/s. Ramakrishnan & Co. will be paid a remuneration of Rs.1,00,000 per annum plus GST for the financial year ending March 31, 2022. The register of members and share transfer books will be closed from September 22, 2021 to September 28, 2021. **Directors' Report & Financial Performance:** The company achieved a total revenue of Rs. 221.08 Crore for the financial year 2020-21, compared to Rs. 225.26 Crore in the previous year. Export turnover was Rs. 49.61 Crore for 2020-21 as against Rs. 54.52 Crore in 2019-20. The company is focusing on improving domestic manufacturing through import substitution and export market development for indigenous products. Profit before tax was Rs. 26.06 Crore, compared to Rs. 29.87 Crore in the previous year. Profit after tax was Rs. 19.00 Crore, compared to Rs. 22.37 Crore in the previous year. Unit 2 operations commenced in January 2021, adding 130,000 Sq Ft of factory building. The company reported zero accidents in Units 1 and 2. India is expected to be a top three economic power and the third largest consumer economy by 2025, but faces pandemic-related challenges. The company vaccinated its employees at the factory. The company launched three new products (Rhino RD 180, E4043, Rhino RL 160 LPG), contributing Rs. 14.01 Crore to turnover. A sum of Rs. 15 Crore has been transferred to the General Reserve. The Directors recommend a 30% dividend (Rs. 3 per share). The paid-up capital stood at Rs. 2.00 Crore, with no fresh issue of shares. **Board Meetings, Committees & Director Information:** Five board meetings were held during 2020-21. Attendance details for each director are listed. The Nomination and Remuneration Committee recommended the appointment of Dr.O.A. Balasubramaniam as a Non-Executive Director and the re-appointment of Sri R.Varun Karthikeyan as Vice Chairman and Managing Director, with the board accepting these recommendations. Sri Kasilingam Arumugam resigned as a Whole Time Director effective March 30, 2021. Independent Directors met on February 10, 2021, to review the Board's performance. The Audit Committee had three meetings during the year, and its recommendations were accepted by the Board. **Other Key Points:** * The company provided a loan/guarantee to its wholly-owned subsidiary (WOS), Roots Multi Clean Inc., USA, and invested in equity shares of its WOS. * There were no qualifications or adverse remarks from the Statutory Auditors. * The company emphasizes HR development, industrial relations, and talent retention. * Related party transactions were in the ordinary course of business and on an arm's length basis. * Details of energy conservation measures, technology absorption (R&D expenditure of Rs.5.33 Crore), and foreign exchange earnings (Rs.49.65 Crore) and outgo (Rs.27.29 Crore) are provided. * The company has identified business, operational, and financial risks and reviews the Risk management Matrix monthly. * The Board has approved a Corporate Social Responsibility Policy (CSR Policy) and a Corporate Social Responsibility Committee had met on 13.08.2020 and 30.03.2021. * ICRA Limited has retained the rating for long term banking facilities as [ICRA] A and the short term banking facilities rating as [ICRA] A1. * Details of unclaimed dividends and their due dates for transfer to the Investor Education and Protection Fund (IEPF) are listed. * The Auditors are M/s. Subramaniam Vasudev & Co. and the Cost Auditors are M/s. Ramakrishnan & Co. * The company has arrangements with CDSL and NSDL for dematerialization of equity shares. The ISIN is INE01LF01013. * The directors confirm that the applicable accounting standards have been followed, accounting policies have been applied consistently, and internal financial controls are adequate and effective. * There were no cases/complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. **Financial Statements Analysis (Standalone):** * **Total Income:** Showed increase from 172 Rs. In Crore (2016-17) to 242 Rs. In Crore (2018-19) and then decreased to 221 Rs. In Crore (2020-21). * **Net Worth:** Consistently increased from 89 Rs. In Crore (2016-17) to 176 Rs. In Crore (2020-21).