The Directors present the 14^th Annual Report of Chennai Ferrous Industries Limited ("the Company")
along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

(Rupees in Lakhs)

PERFORMANCE REVIEW

The Company's revenue from operations for the year under review is Rs. 13,642.29 lakhs as compared
to Rs. 13,890.27 lakhs in the previous year. The Profit After Tax is at Rs. 279.16 lakhs as compared to Rs.
329.40 lakhs in the previous year.

SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended
31^st March 2024.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act,2013 ["the Act"], the Directors of the Company, to
the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year ended 31^st March 2024, the applicable
accounting standards have been followed and there are no material departures;

b. they have 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 as at 31^st March 2024 and of the profit of the Company for the year ended
on that date;

c. they have taken proper and sufficient care 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. they have prepared the annual accounts of the Company on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively: and

f. the have devised proper systems to ensure compliances with provisions of all applicable laws and
that such systems are adequate and operating effectively.

Based on the framework of the internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors
including the audit of internal financial controls over the financial reporting by the statutory auditors
and reviews performed by the management and the audit committee , the Board of Directors is of the
opinion that the Company's internal financial controls were adequate and effective during the financial
year 2023-24.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Balasubramanian Anandan, Non-Executive Independent Director, and Mr. Venkatasubramanian
Pichaiswaminathan, Non-Executive Non-Independent Director, resigned from the Board of Directors of
the Company, effective at the close of business on 14th August 2023. The Board sincerely appreciates
the valuable contributions they made during their tenure as Directors.

Mr. Nagarajan Ramakrishnan and Mr. Muthaiyan Saravanan, who were appointed as Additional
Directors, under Non-Executive Non-Independent Category, at the Board meeting held on 14th August
2024, will hold office until the ensuing Annual General Meeting. They were appointed as Directors at
the 13th Annual General Meeting held on 26th September 2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of
the Company, Mr. R. Natarajan, Managing Director of the Company, retires by rotation at the ensuing
Annual General Meeting and, being eligible, offers himself for reappointment.

Key Managerial Personnel

During the period under review Mrs K.V.Lakshmi- Company Secretary, died in a Car accident. The Board
places on record its appreciation of the contributions made by her to the Company.

During this period, Mr. Babu Kumaran was appointed as the Company Secretary and Compliance Officer
of the Company, effective from 8th January 2024.

Pursuant to the provisions of Section 203 of the Act read with Rule 8 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of the Company as on
31^st March 2024 are Mr. R. Natarajan, Chairman and Managing Director, Mr. Karthikeyan
Kunjithapatham, Chief Financial Officer and Mr Babu Kumaran, Company Secretary.

MEETINGS

Board Meetings

The Board of Directors met seven times during the financial year 2023-24. The meetings were held on
24th April 2023, 23rd May 2023, 14th June 2023, 14th August 2023, 3rd November 2023, 8th January
2024 and 30th January 2024. In order to transact urgent business, approval of the Board/ Committees
were taken by passing resolutions through circulation pursuant to Section 175 of the Companies Act,
2013, which were noted at the subsequent meeting of the Board /Committees, as the case may be.

Committee Meetings

The Audit Committee met four times during the year 2023-24. The meetings were held on 23rd May
2023, 14th August 2023, 3rd November 2023 and 30th January 2024.

The Nomination and Remuneration Committee met once during the year 2023-24.

The Stakeholders Relationship Committee met twice during the year 2023-24.

Corporate Social Responsibility Committee

During the period under review the Company is not covered under section 135 of the Companies Act,
2013 and formulation of CSR policy and constitution of a CSR committee did not arise.

BOARD EVALUATION

The Board of Directors has carried out the annual evaluation of its own performance, Board Committees
and individual Directors pursuant to the provisions of the Companies Act, 2013 and the applicable SEBI
Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from all directors on the basis
of criteria such as adequacy of the composition of the Board and its committees, Board culture,
effectiveness of board processes and performance of specific duties, obligations and governance. The
performance of the Committees was evaluated by the Board on the basis of criteria such as composition
of committees, effectiveness of committee meetings, etc., The individual directors were evaluated on
parameters such as level of engagement and contribution of the individual Director to the Board and
committee meetings, independence of judgement, etc,.

In a separate meeting of the independent directors held on 30^th January 2024, performance of the non¬
independent directors and Board as a whole was reviewed and performance of Chairman of the
Company was reviewed. Performance evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.

POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION

The Remuneration policy is directed towards rewarding performance based on review of achievements
on a periodical basis. The remuneration policy is in consonance with the existing industry practice and
is designed to create a high performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company's Policy on director's appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at www.chennaiferrous.com.

ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to the financial
statements. During the year, such controls were evaluated and no reportable deficiency in the design
or operation of such controls were observed.

AUDIT COMMITTEE

The Company has a qualified independent Audit Committee in compliance with the provisions of Section
177 of the Companies Act,2013 read with Companies (Meetings of Board and its Powers) Rules, 2014
and applicable SEBI Listing Regulations.

a) Composition

The Audit Committee is constituted in line with the provisions of Section 177 of the Companies Act,
2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and applicable SEBI Listing
Regulations, as may be amended from time to time. The Committee comprises of the following
members as on 31^st March 2024: -

All the members of the Audit Committee are financially literate.

b) Terms of reference:

The Audit Committee acts in accordance with the terms of reference as specified by the Board, pursuant
to the provisions of Section 177 of the Act read with Companies (Meetings of Board and its Powers)
Rules, 2014 and applicable SEBI Regulations.

? Recommending the appointment, remuneration and terms of appointment of auditors of the
company;

? Examining the financial statement and auditor's report thereon;

? Reviewing, with the management the quarterly financial statements before submission to the
Board for approval;

? Approval or any subsequent modification of transactions of the company with related parties;

? Evaluating the internal financial controls and risk management systems;

? Calling for the comments of the auditors about internal control systems, the scope of audit,
including the observations of the auditors and review of financial statement before their
submission to the Board and also discuss any related issues with the internal and statutory auditors
and the management of the company.

? Reviewing the functioning of the whistle blower mechanism.

? Scrutiny of inter-corporate loans and investments;

? Valuation of undertakings or assets of the Company, wherever it is necessary;

During the year under review, all the recommendations made by the Audit Committee were accepted
by the Board.

AUDITORS
Statutory Auditor

Pursuant to the provisions of Section 139, 142 of the Companies Act,2013 read with Companies (Audit
& Accounts) Rules, 2014 M/s. S.K. Gulecha & Associates, Chartered Accountants, Chennai (Firm
Registration No. 013340S) were appointed as the Statutory Auditors of the Company by the
shareholders for the term of 5 Consecutive years, from the conclusion of the 10^th Annual General
Meeting (AGM) of the Company till the conclusion of the 15^th Annual General Meeting to be held in the
year 2025. The requirement to place the matter relating to appointment of auditors for ratification by
Members at every AGM has been done away with pursuant to the Companies (Amendment) Act, 2017,
effective from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment
of statutory auditors at the ensuing AGM.

The Notes to financial statement referred to in the Auditor's Report are self-explanatory and do not call
for any further comments. The Auditors' Report does not contain any qualification, reservation or
adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr.
M.K. Madhavan, M/s M.K. Madhavan & Associates, Practising Company Secretaries as Secretarial
Auditor to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the
financial year ended March 31, 2024 is annexed herewith as Annexure-I to this Report. The Company
inadvertently missed to upload the status of reclassification application filed for reclassification of
certain members of Promoter and Promoter Group to public category.

RISK MANAGEMENT

The Board of Directors has developed and implemented a Risk Management Policy for the company.
The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee additionally overviews the financial risks and controls. The Risk Management Policy is
available on the website of the Company at www.chennaiferrous.com.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for Directors and Employees to report to the
management about any unethical behaviour, fraud or violation of Company's code of conduct, pursuant
to Section 177 (9) of the Companies Act, 2013, and the applicable SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The mechanism provides for adequate safeguards against
victimization of employees and Directors who use such mechanism and make provision for direct access
to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the year the board has not received any complaints / grievances from the employees of the
company. The Whistle Blower Policy is available on website of the Company at
www.chennaiferrous.com.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made, given or provided any loans or investment or guarantee or security to any
person or body corporate under the provisions of Section 186 of the Companies Act,2013.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with
Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as Annexure-II
to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return
in Form MGT 7 shall be placed on the website of the company at www.chennaiferrous.com after the
conclusion of the 14^th Annual General Meeting.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act ,2013 read with Rule 5(1) of
Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014 is annexed herewith
as Annexure-III to this Report. Pursuant to Rule 5(2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of eight
lakh and fifty thousand rupees per month or one crore and two lakh rupees per year during the year
under review.

CORPORATE GOVERNANCE

In accordance with Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015, the compliance with the
corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25,
26, 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule
V shall not apply in respect of-

The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since the paid up Equity Share Capital and Net-worth of the Company as on the last day of the previous
financial year was below the stipulated limits as prescribed under Regulation 15 (2) (a) of SEBI (LODR)
Regulations, 2015, the compliance with the corporate governance provisions shall not be applicable to
the Company.

As required under Schedule V (B) of SEBI Listing Regulations, Management Discussion and Analysis
Report is attached and forms part of this report.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to
the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act,
2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee ["ICC"]
has been constituted for redressal of any sexual harassment complaint. The following is the summary
of the complaints during the financial year 2023-24:-

a) Number of Complaints received during the financial year : Nil

b) Number of Complaints disposed of during the financial year : Nil

c) Number of Complaints pending as on end of the financial year : Nil

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange
earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013
read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this
Report.

STATE OF COMPANY AFFAIRS

Management of Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2) (e) of SEBI Listing Regulations is given as a separate part of the annual report. It contains a detailed
write up and explanation about the performance of the company.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between 31^st March 2024 and 28^th August 2024.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2023-24, no order has been passed by any regulatory authorities or Courts
impacting the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the
Banks, Government Authorities, Corporate Professionals, Customers, Vendors and Shareholders during
the year under review, in aiding the smooth flow of operations. Continued dedication and sense of
commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors

Place: Gummidipoondi Nagarjan Ramakrishnan R. Natarajan

Date : 28^th August, 2024 Director Chairman & Managing Director

DIN: 08315738 DIN: 00595027