India Radiators Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended
31 March 2024.

1. REVIEW OF OPERATIONS

The financial results for the year ended 31 March 2024 have been prepared in accordance with Indian Accounting Standards.
During the financial year ended 31 March 2024, the company has made a loss of INR 79.39 lakhs (Previous year profit of
INR 50.76 lakhs) before tax and exceptional items and a loss of INR 55.76 lakhs (Previous year profit of INR 68.08 lakhs)
after tax and exceptional items.

2. FINANCIAL RESULTS (Rs. In Lakhs)

Description	2023-24	2022-23
Income from Operations	6.32	6.32
Other Income	0.34	39.68
Profit/(Loss)Before Depreciation	(79.39)	50.76
Depreciation	-	-
Net Profit/(Loss) before Provision for Tax	(79.39)	50.76
Profit from discontinued operations	-	91.96
Net Profit/(Loss) before Provision for Tax	(79.39)	50.76
Deferred Tax (net)	(23.63)	(17.32)
Profit after Tax	(55.76)	68.08
Other Comprehensive Income (Net of Tax)	459.46	-
Total Comprehensive Income	403.70	68.08

3. DIVIDEND

Your Directors have not recommended any dividend.

4. SHARE CAPITAL

The paid up equity share capital of the company as on 31st March 2024 has been Rs. 90 lakhs comprising of 9 lakh equity
shares of Rs.10/- each. The Company has not issued any employee stock option, sweat equity shares and shares with
differential voting rights.

5. FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the period
to which this financial statement relates on the date of this report.

The Promoters of the Company entered into a Share Purchase Agreement with Mercantile Ventures Limited (MVL) to sell
their shareholding in the Company which triggered an open offer. Accordingly an Open Offer was made by Mercantile
Ventures Limited (‘Acquirer'') to acquire up to 2,34,000 (Two Lakh Thirty Four Thousand only) fully paid Equity Shares of
face value of ? 10/- each representing 26% of the Voting Share Capital of the Company (‘Target Company'') , for cash at a
price of ? 6/- in compliance with Regulations 3(1) and 4 and other applicable regulations of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.2920 equity shares were acquired by
MVL by open offer.

On completion of the open offer, Mercantile Ventures Limited (acquirer) has completed the acquisition of 38.41% equity
share capital and voting rights in the Company on 8th July 2024, from the existing promoters of the Company, as per
terms of the SPA executed on 05th January 2024 and had become the promoter of the Company. The application for
reclassification of promoters was made to BSE on 18th July 2024 pursuant to Section VI and Clause 23 of the Letter of Offer
and 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and awaiting for approval.

7. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business.

8. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Mercantile Ventures Limited is the holding company with effect from 06 September, 2019 pursuant to Section 47 (2) of the
Companies Act, 2013.

The Company has neither a subsidiary nor an associate company.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility
Statement:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them 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 at

the end of the financial year and of the profit and loss of the company for the year ended 31 March 2024;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial

controls are adequate and are operating effectively. Internal financial control means the policies and procedures
adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to
company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records and the timely preparation of reliable financial information and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

10. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been
complied with.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company''s Board comprises of the following directors at present:-

• Mr. T Govindarajan - Independent Director

• Mr. B Narendran - Independent Director

• Ms. Rita Chandrasekar - Independent Director

• Mr. E N Rangaswami - Whole Time Director

The independent directors of the company were re-appointed in the 69th Annual General Meeting held on 5 August, 2019
for a period of 5 years from 29 May 2020.

Mr. E N Rangaswami, Director is liable to retire by rotation in the ensuing Annual General Meeting.

The Key Managerial personnel of the Company are:

• Mr. E N Rangaswami - Whole-Time Director

• Mr. V Padmanabha Sarma - Chief Financial Officer (till 21 June 2024)

• Mr. N. Umashankar - Chief Financial Officer (with effect from 22 June 2024)

• Mr. Oberoi Jangit M - Company Secretary

Mr. E N Rangaswami, Mr. N. Umasankar and Mr. Oberoi Jangit M are holding the position of Whole Time Director, CFO and
Company Secretary respectively of Mercantile Ventures Limited, the holding Company and their appointments are pursuant
to Section 203 (3) of Companies Act, 2013.

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in
Section 149(6) of the Companies Act, 2013, so as to qualify themselves for the continuance as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules.

12. COMMITTEES OF THE BOARD AND MEETINGS

Currently, the Board has three Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

A detailed note on Board and its committees is provided in the Corporate Governance Report.

During the financial year 2023-24, Six Board meetings were held and the details of which are given in the Corporate
Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013.
The details of constitution of the Board and its Committees are given in the Corporate Governance Report.

13. CORPORATE GOVERNANACE

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practicing
company secretary confirming compliance with the conditions of corporate governance as stipulated is annexed to the
Corporate Governance report.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE
OF THEIR DUTIES

The Company''s Policy relating to appointment of directors, payment of Managerial remuneration, director''s qualifications,
positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies
Act, 2013 is uploaded in the website of the company in the following link:
https://www.indiaradiators.com/wp-content/uploads/2021/02/REMUNERATION-POLICY.pdf
The Remuneration Policy also forms part of the Corporate Governance Report.

15. FAMILIARISATION PROGRAM

The Independent Directors attend a familiarisation program on being inducted into the Board. The details of familiarisation
program are provided in the Corporate Governance Report and also available on the website of the Company https://www.
indiaradiators.com/wp-content/uploads/2024/05/IRL-Familiarization-programme-2023-24.pdf.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance of the Board and the Non-independent Directors were considered and evaluated by
the independent directors at their meeting held on 04-08-2024 without the participation of the non-independent directors
and key managerial personnel.

They also assessed the quality, quantity and flow of information between the Company''s Management and the Board that
are necessary for the Board to perform its duties effectively and reasonably.

Pursuant to the provisions of the Companies act, 2013 and regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own, the directors
individually as well as the working of its various committees.

17. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company''s Internal Control System has been designed to provide for:

• Accurate recording of transactions with internal checks and prompt reporting.

• Adherence to applicable accounting standards and policies.

• Compliance with applicable statutes, management policies and procedures.

• Effective use of resources and safeguarding of assets.

The Internal audit was carried out periodically by a practicing chartered accountant. The observations arising out of the
audit are periodically reviewed and compliance ensured. The summary of the internal audit observations and management
responses are submitted to the Board after review by the Audit Committee.

18. REPORTING OF FRAUDS

There was no instance of fraud during the financial year 2023-24, which requires the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the Act and the rules made there under.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The contracts or arrangements made with Related Parties as defined under Section 188 of the Companies Act, 2013 are
provided in Form No. AOC-2 attached with this report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board
may be viewed on the Company''s website at the web link: https://www.indiaradiators.com/wp-content/uploads/2024/05/
IRL-RPT-Policy.pdf.

20. AUDITORS
STATUTORY AUDITORS

M/s. Venkatesh & Co, Chartered Accountants (Firm Registration No. 004636S) the statutory auditors will be completing
their second term of 5 years at the conclusion of the 74th AGM to be held on 20th September, 2024. M/s. DPV & Associates,
Chennai (Firm Registration No.011688S), who have expressed their willingness to be appointed be and are hereby
proposed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (“AGM”)
till the conclusion of the Seventy Nineth AGM to be held in the year 2029, at a remuneration of Rs.50,000/- (Rupees Fifty
Thousand only) per annum subject to the approval of the shareholders. They have confirmed their eligibility to the effect
that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for
appointment.

SECRETARIAL AUDITOR

M/s KRA & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor by the Board of Directors.
The report of the Secretarial Auditor is annexed to this report.

COST AUDITOR AND MAINTAINENCE OF COST RECORDS

The business activity of the Company is not covered under rule 3 of The Companies (Cost Records and Audit) Rules, 2014.
Accordingly, the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable.

21. RISK MANAGEMENT

The Company has not adopted any Risk Management Policy since it is not applicable as per the regulation 21 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013
during the financial year ended 31 March 2024.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

As the company has no woman employee and the total no of employees are less than ten, it is not required to form an
internal complaints committee as per section 6 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressed) Act, 2013. Accordingly, all the concerns shall be reported to Every District officer/s notified by the appropriate
Government.

24. AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

Pursuant to section 177(8) of the Companies Act, 2013, the information about composition of Audit Committee and
other details are given in the corporate Governance report, forming part of this report. The Board has accepted the
recommendations of the Audit Committee. The Audit Committee comprises of Ms. Rita Chandrasekar as chairperson and
Mr. T Govindarajan and Mr. B Narendran as members.

The Company has adopted Whistle blower policy to report genuine concerns. The Policy as approved by the Board may
be viewed on the Company''s website at the web link: https://www.indiaradiators.com/wp-content/uploads/2024/04/Whistle-
blower-policy.pdf

25. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the financial year 2023-24.

26. ANNUAL RETURN

The annual return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with relevant rules is placed
in the website of the Company in the web link https://www.indiaradiators.com/wp-content/uploads/2024/06/IRL_Form_
MGT_7_31-03-23-final.pdf.

As per the Companies Amendment Act, 2017, the provisions regarding extract of Annual Return in the form of MGT-9 has
been dispensed with.

27. PARTICULARS OF EMPLOYEES

The Company has no employee whose salary exceeds the limits as prescribed under Rule (5) (2) of Companies (Appointment
and Remuneration of Key Managerial Personnel) Rules, 2014.

The statement containing information as required under the provisions of Section 197 (12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

28. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy and Technical Absorption:

The business of the Company is Renting of Properties. The particulars prescribed under Section 134 of the Companies
Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology
absorption is not applicable to the limited business operations of the Company.

Foreign Exchange Earnings:

Foreign Exchange Inward - NIL
Foreign Exchange Outward - NIL

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the
going concern status and the Company''s Operations in future.

30. EXPLANATIONS ON QUALIFICATIONS MADE BY THE AUDITORS IN THEIR REPORTS
There are no adverse remarks made by the Auditors of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian real estate sector has shown considerable upswing and is expected to reach US$ 1 Trillion in market
size by 2030. The Indian real estate market is set to continue its growth trajectory, supported by strong demand
across various segments and increasing investment inflows. This resilience positions of the market will navigate
macroeconomic challenges and emerge stronger in the financial year 2024-25.

b) OPPORTUNITIES AND THREATS

With a surge in demand, the commercial real estate market is poised to see double digit growth in the office and
residential segments. The growth momentum is likely to continue in the year ahead with increasing absorption and
diminishing vacancy in office space. The Average property prices in Chennai are expected to rise by 5-7% during the
fiscal year.

The real estate sector is faced with threats like liquidity constraints and high construction costs. The rental yields are
relatively low compared to other investment avenues.

c) SEGMENT WISE REPORTING

The Company operates only in one segment - Renting of properties.

d) FUTURE OUTLOOK AND STATE OF AFFAIRS

The Company has applied to the Archaeological Survey of India (ASI) to remove the restrictions in fresh constructions
for restarting its operations at Puzhal factory. The Company is also looking at other options. In the meanwhile the
company has rented out a portion of its land.

e) RISKS & CONCERNS

The Archaeological Survey of India (ASI) ban on new construction is continuing at Puzhal and only repair work to
the existing building is permitted. The Company has requested for removal of restrictions with the ASI authorities.

f) INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Company has adequate internal control system commensurate with its size and operations.

g) Discussion on financial performance with respect to operational performance

A review for the financial performance is given under review of operations.

h) Material developments in Human Resources / Industrial Relations front, including number of people
employed. - Nil

I) SIGNIFICANT CHANGES IN FINANCIAL RATIOS

The significant changes in the financial ratios of the Company are as follows:

Financial Ratios	2023-24	2022-23	% Change	Reasons
a) Current Ratio	0.25	0.18	37.43%	Increase in Trade Receivables
b) Return on Capital Employed	(3.21)	6.03	(153.18%)	Due to inclusion of profit from discontinued business in FY 2022-23.
c) Net Profit Ratio	(882.33)	1077.19	(181.91%)	Due to inclusion of profit from discontinued business in FY 2022-23.
d) Return on Investment	(3.06)	5.67	(153.97%)	Due to inclusion of profit from discontinued business in FY 2022-23.

j) Any change in return of net worth as compared to the immediately preceding financial year.

The details of return of net worth as compared to the immediately preceding financial year are provided as given
below:

(Rs In lakhs)

No.	Net Worth FY 2023-24	Net Worth FY 2022-23 (Previous Financial Year)	Change	Explanation
1	47.90	(355.80)	403.70	Due to Other Comprehensive income during the year

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the year ended 31 March 2024.	Mr. E N Rangaswami, Whole-time Director	NA
The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the year ended 31 March 2024.	Mr. E.N.Rangaswami, Whole-time Director	NIL
	Mr. R Subbaraya Davey, Chief Financial Officer (upto 07th August 2023)	6%
	Mr. V Padmanabha Sarma (from 08th August 2023 till 21st June 2024)	NA
	Mr. N. Umasankar (from 22nd June 2024)	NA
	Mr.Oberoi Jangit, Company Secretary	NA
The percentage decrease in the median remuneration of employees in the financial year ended 31 March 2024	NA	NA
The number of permanent employees on the rolls of Company - as on 31 March 2024	THREE
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof	Other than KMP	NA
	KMP	6%

INFORMATION PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

DETAILS OF EMPLOYEES IN TERMS OF REMUNERATION RECEIVED DURING THE YEAR

Name	Designation	Remuneration (In Rs.)	Qualification	Experience	Date of Joining	Age	Last Employment
E N Rangaswami	Whole Time Director	NIL*	B.Sc., ACA	45 years	06-08-2020	67	Manali petro chemicals Ltd, General Manager (Finance)
R Subbaraya Davey	CFO (upto 07-08-2023)	1,69,109	B.Com	44 years	01-04-2015	67	Mercantile Ventures Limited
V Padmanabha Sarma	CFO (from 08-08-2023)	NIL*	B.Com., ACA	45 Years	08-08-2023	74	Mercantile Ventures Limited
N Umasankar	CFO (from 22-06-2024)	NIL*	MBA- Finance & HR	30 years	22-06-2024	56	I3 Securitiy Private Limited
Oberoi Jangit M	Company Secretary	NIL*	M.Com, ACS	8 Years	16-06-2024	32	Assistant Company Secretary in Orient Green Power Company Limited Group.

1. The above appointments are contractual.

2. As per the disclosure available with the Company, none of the above employees are related to any Director and they do not
hold any shares in the Company.

* Mr. E N Rangaswami, V Padmanabha Sarma, Mr. N Umasankar and Mr. Oberoi Jangit M are paid remuneration by
Mercantile Ventures Limited, the Holding Company.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY.

Company is adopting remuneration guidelines for fixing the remuneration as per the policies laid down by the Nomination and
Remuneration Committee.

ACKNOWLEDGEMENT

Your directors express their grateful thanks for the assistance, co-operation and support extended to the Company by Promoters,
shareholders and the bankers for their continued support. The Directors also place on record their appreciation of the good work
put in by the employees of the company.

For and On Behalf of the Board

E N Rangaswami B Narendran

Place : Chennai Whole Time Director Director

Date : 02-08-2024 DIN: 06463753 DIN: 01159394

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Sep 30, 2013

The Directors are submitting herewith their report together with Audited Accounts for the year ending 30th September 2013.

The Company incurred a Loss of Rs.500.18 lacs for the year under report as shown below:

Rs.

Net Loss before depreciation and provision for taxation 4,82,55,653

Add: Depreciation for the year 17,62,014

Net Loss before provision for taxation carried over to 5,00,17,667 Balance sheet

The cumulative loss as at 30.9.2013 was Rs.1866.75 lacs.

The present status of the Company is brought out in the notes to Accounts.

The members are aware that the company has been declared sick and reference made to BIFR for revival and the same was abated at the instance of the Banks and the BIFR order was set aside by the Hon''ble High Court in 2011. The case is pending before BIFR. The company has simultaneously submitted revival plan with funds provided by the New Investors. The secured creditors and other liabilities have been settled during the year. The company is awaiting sanction of the revival scheme from BIFR.

DIVIDEND

No dividend is being recommended for the year ended 30.9.2013.

DIRECTORS

Mr. T Govindarjan, Director retires at this Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

The Company''s Auditors M/s. P.B.Vijayaraghayan & Co, Chartered Accountants, retires at the conclusion of this Annual General Meeting and being eligible, and offer themselves for re-appointment.

As regards the Auditors'' qualifications in their report, the explanations given in the notes on Accounts are self-explanatory.

PUBLIC DEPOSIT

The directors hereby report that the company has not accepted any deposit from the public during the year under review.

PARTICULARS OF EMPLOYEES

No employees were covered under the purview of Section 217 (2A) of the Companies Act, 1956 read with Companies Particulars of Employees Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As the operations of the Company are at low level, and the power consumption was at minimum level, there is no scope for further improvement in this area.

DIRECTORS''RESPONSIBILITY STATEMENT

As per the Companies (Amendment) Act, 2000 your Directors have to give their responsibility statement which is as follows:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profits or loss of the Company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance forms part of the annual report.

For and on behalf of the Board.

Place: Chennai K.Nadanasundaram T. Govindarajan.

Date: October 2013. Directors.