Roots Multiclean Limited Unlisted Shares

Annual Report Summary

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.