Butterfly G Appliances Report

BUTTERFLY GANDHIMATHI APPLIANCES LIMITED
July 24, 2020
General Manager - DCS, Manager,

Dept. of Corporate Services, National Stock Exchange of India Ltd
BSELtd, Exchange Plaza,
PJTowers, Bandra Kurla Complex,
Street,
Dala! Bandra (E),
001.
Mumbai - 400 Nilumbai - 400 051
Sctip:517421 Scrip : Butterfly
Dear Sir,
Sub: Annual Report under Regulation 34(1) of the

SEBI (LODR) Regulation 2015
This is with reference to our letter lBrh June 2020 wherein the Company had informed
that the 33'd Annual General l\4eeting of the Company will be held on Thursday 20tn
August 2020 at 11.00 a.m. (lST) via tlvo way Video Conference/OAvM only, in
accordance with General Circular issued by Ministry of Corporate Affairs dated
5.5.2020 rcad with General Circular dated 8.4.2020 and 13.4.2020 and SEBI circular
dated 12.5.2020.
Pursuant to the Regulation 34(1) of the Listing Regulation, we are enclosing the
Annual Report 2020 of the Company along with the Notice of the AGl,4 and other
statutory reports for the financial yea( 2019-2020. The Annual Report 2020 is also
being sent through electronic mode to those members whose email addresses are
registered with the Company/Depository Participants/RTA.
The same is also available on the Company's website at

https/www.butterf lyind ia.com/invester-relations/agm/.
This is for your information and records.
Thanking you,
Yours faithfully,
For Butterfly Gandhimathi Appliances Limited
k Q \a'^.^*Lz]' .c:;L"^'t'^*
K.S.Ramakrishnan
Company Secretary &
General Manager- Legal
Encl: a/a.
Regd- omce:143.Pldupakkam Viltage Vandatur - Ketambakkam Road Ketambakkam _ pln 603 103
Kanch€epu€m Distrcr. phone: +91_44_474 j 5500
E- marl smat@bunerflyindra com web wwwbu(erflyrndia com /butterflygandh|ma!hraptiances
com
corporate Office: E,34, Ftoor Rajrv candh I Satai EgatiufVilage, Navatur- 600 i03 Kancheepuram Olsracl
Phone. 044 49005100/5120, E mait bulterflvho@buflerltv
2019 -2020
2019-2020
ASCEND OF ACHIEVEMENTS
ASCEND OF ACHIEVEMENTS
Revenue Excluding Excise
Duty / GST
Annual Net Revenue (` crore)

Duty / GST
Duty / GST Excise
Revenue Excluding
Annual Net Revenue (`Duty
crore) EBITDA (` crore)
900
/ GST
Annual Net Revenue (` crore) EBITDA (` crore) 764
Annual Net Revenue (` crore) Total Revenue

725
EBITDA (` crore)(Rs. Crore) 46% 652
502 39%
900 46% 529 541
652 679
16%
900 44%
764 402
Total
725
Revenue 900 (Rs. Crore) Profit461
After Tax 468
(Rs. Crore) 541
764 448 100%
Profit
398 After Tax (Rs. Crore)
46%
Total764Revenue (Rs. Crore)
652
725 244 402 100%
502 39%
56%Profit After Tax (Rs. Crore)

33
Total Revenue (Rs. Crore) 330
46% 54% 61% 84% 54% 100%
725 46% 529 541 652 30
502 39% 652 679 244
16% 46% 652 100% 33 22
502
44% 46%
39%
529
402
541
679 19 30
16% 541 652 33 22 12
44% 46% 529 541 30
461 468 679 19 9
448 402
541 652 100% FY11 FY12 FY13
73 FY14 FY15 FY17 FY16
FY18
5
FY19
4 F
16%
63 22 3 12 65
244 44% 398 402 100% 19 62Branded Sales Govt Order -56 9 48
54%461 61%448
468 402
541 100%
330 84% 54% 100% 73 44 5
244 56% 398 402 100% FY11*
FY11*
63 FY12
FY12 FY13
FY13 FY14 3 FY15
62 FY14 FY15 12
65 FY16FY16-56FY17 FY18 FY19
FY18
36 FY19 4FY20
FY20
244 461 468 27 9
100% 330 54% 61% 448
84% 54% 100%
100% 73 3 5 48 4
244 398 402 100% FY11* 63
FY12 FY13 62
FY14 44
FY15 65
FY16 -56 FY18 FY19 FY20
56% 36 48
244 330 54% 61% 84% 54% 100% 27 -24
100%
FY11* FY12 FY13 FY14 44
FY15 FY16 FY18 FY19 FY20
56% 36
244
100%
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 27 FY11* FY12 FY13 FY14 FY15 FY16-24 FY18 FY19
Branded Sales Govt Order
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY11* FY12 FY13 FY14 FY15 FY16 -24 FY17 FY18 FY19
FY11* FY12 FY13 FY14
Branded Sales
FY15 FY16
Govt Order
FY17 FY18 FY19 FY20
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY11* FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19
FY11* FY12 FY13 FY14 FY15
Branded Sales FY16
Govt Order FY17 FY18 FY19 FY20 FY17
FY17
FY11* FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20
Revenue Excluding Excise Revenue Excluding Excise
FY17
Duty / GST FY17 Duty / GST
Net Worth (` crore)
Annual Net Revenue (` crore) Annual Net Revenue
EBITDA (` crore)(` crore)
EBITDA (Rs. Crore)
Net Worth (` crore) 900
Profit After Tax (` crore) 900
Net Worth (` crore) Profit After Tax (` crore)
Net Worth (` crore)764 Profit After
Net
Profit Tax
Debt
After -(`Equity
Tax crore) Ratio
764
TotalEBITDA
Revenue (Rs.
(Rs. Crore)
Crore) Total 226 (Rs.
Revenue (Rs.Crore)
Crore)
725 725
224 229
46% 652 Net
201 Debt - Equity Ratio 46% 652
EBITDA (Rs. Crore) Net Debt
189
62 - Equity65Ratio175
502 39% 502 73 39%
1.6 63 33 180
EBITDA (Rs. Crore)
46% 529 541 30 46% 529 541
652 679 652 679
16% 1.6 22 16%
44 48
44% 19 44% 41
402 402 36
541 1.6 27 12
541
229 1.1 1.2
461224 448226 468 33 461 468 9 100% F
100% 30 73 448 5 4
201 3 65 1.2
244 398
73 224 226 229 402 100% 189 1.1 63 76 33 398 62 22
244 402
-24
-56 100%
0.8
0.9
330 65 180 19 30 330 54% 61% 84% 0.8 54% 100% 48
63 201 54% 61%
62
84% 54% 100%175
FY11* FY12
FY12 FY13
FY13 0.7
FY14
FY14 440.7
FY15
FY15 FY16
FY16 1.2 FY18
FY18 FY19
FY19 FY20
FY20
56% 224 226 229 189 41 1.1 56% 33
22 12 36 0.9
244 73 48 24430
19 27 100% 0.5 0.8 9
100%
63 201 44 65 175 180 41 0.8 5
62 36 189 0.7
22 0.7 3 12 FY17
-56 0.9
73 19 -24 0.8 9
27 63 65 175 180 48 0.8 0.5 Revenue Excluding Excise
62 44 41 0.7 0.7 5
FY17 36 FY18 FY11*
FY11
FY11 FY12
FY12
FY12 FY13
FY13 FY14 3
FY14
FY14 FY1512
FY15
FY15 FY16
FY16-56 FY17
FY16 FY17DutyFY18
FY18
/FY18
GST FY19
FY19
FY19 F
27
FY11 FY12 FY13 FY14 FY15 FY16
48 FY19 FY11* FY12 FY13 FY14 FY15 FY16 0.5 FY18 9 FY19
76 44 -24 36 41 0.0 3 5
Branded Sales Govt Order FY11* FY12 FY13 FY14 Branded
FY15 SalesFY16Govt Order-56FY17 FY18 FY19
27
FY12
41 76 FY12
FY11* FY13
FY13 FY14
FY14 FY15
FY15 FY16-24
FY16 FY17 FY18FY18 FY19FY19 FY20FY20 FY11* FY11*
FY12
FY12 0.0 FY13
FY13
FY13
FY14
FY14
FY14
FY15 Annual Net Revenue (` crore)
FY15
FY15
FY16
FY16
FY16 FY17
FY17 FY18
FY18
FY18 FY19
FY19
FY19 FY20 FY20
FY11*
41 76
FY12 FY13 FY14 FY15 FY16 -24 FY17FY18 FY19 FY20 FY11* FY12 FY13
0.0 FY14 FY15 FY16 FY17 FY18 FY19 FY20
Revenue Excluding Excise FY17
FY11*
41 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY11* FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20
FY11 FY12 FY13 FY14 FY15 FY16 FY17Duty FY18
/ GST FY19
FY17
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY17
FY11 FY12 FY13Annual
FY14 Net Revenue
FY15 FY16 (` crore)
FY17 FY18 FY19 EBITDA (` crore)
FY17
900
Net Worth (Rs.(Rs.

Crore)
764
FY17
Total
725
Revenue 46%
Crore)
652
502 39%
Net Debt
224 - 226
Equity 229 Ratio
900 46% 529 541
Net Worth (` crore) Profit Net

201
44%
Worth
After Tax ((`` crore)
crore) 16% 652 679
Earning Per (Rs.Share 189 193

764
Profit After Tax Crore)
402
Net Worth
Total Revenue
725
(Rs.(Rs.
Crore)
Crore) 468
175 541
180
NetEBITDA
Worth (Rs. Crore)
46% 652
Net Debt
Earning 461
- Equity
Per
448
Share
398 EBITDA (Rs. Crore)
Ratio 100%
502
(Rs. Crore) 39% 244
Earning Per Share
402 100%
Net
Net Worth
Debt (Rs.
224 - 226
Equity Crore)
229 Ratio
330
30 33 54% 61% 84% 54% 100%
244 Earning Per Share ( ) – Annualized

46% 529 541
652 679 20.0 56%
`
16% 100% 19.0 22
1.6 19 76
Net Debt 224 - 226
Equity Ratio 175 20.0 Earning Per Share 13.0 (`) – Annualized
44% 201 229 541
402 189 193 1.6
180 41 19.0 12
Net
201
Debt - 226
224 461Equity229 Ratio
448 468
180
189 193
100% 20.0 Earning
FY11 Per7313.0
2.019.0
Share (`2.0
FY12 ) –3 Annualized
FY13 7.0
65
FY14
3.0 5
FY15 FY16 FY17 FY18
1.8
5.0
4 FY19
9
244 201 398 175 402 100% 63 62 -31.0 -56
1.2
54% 224 226 229 189 193 1.1 33 13.0 224 2267.0 Govt229
Branded Sales Order
1.2
5.0 48
330 61% 84% 54%
175
100%
180 30 FY12
1.1 44 3.0 FY18
56% 201 FY11*2.0
FY11* FY12 FY13
FY13 FY14
201
FY13
FY13 FY14
FY14
2.0 FY15
FY14 FY15
FY15 FY16
FY15 FY16-31.0
FY16 FY17
FY16 FY17 FY18
36
FY18 FY19
FY18FY191.8FY19
FY19 FY20
FY20
FY20 FY20
244 189 27 73 22 7.0 5.0 189
0.9
100% 73 19 3.0 0.8
180
63 76 65 175 180 2.063 2.0 0.8 65-31.0 175 1.8
62 FY11* FY12 FY13 FY14 0.762 FY150.7 FY16 FY18 FY19 FY20
1.6 48
20 20 19 0.7 0.7 12 0.8 -24
9
0.8
48
41 76 44 41 FY11* FY12 FY13 FY14 FY15 44 FY16 0.5 FY18 5 36 FY19 FY20 41
1.6
FY11 FY12 FY13 FY14 FY15 FY16 FY17 36 FY18 FY19
20 27FY11*
20 FY12 FY13 FY14 3 FY15 FY16 -56 0.5 FY18 FY19
2741 76 19 13
Branded Sales Govt Order FY17
1.6 1.1 1.2 20
FY11* 20FY12 19FY13 FY14 FY15 FY167 FY18 FY19 F
41 FY11*
FY11* FY12 FY13
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 13
76 -24 FY17 FY18 FY19 FY20 76 0.0 0.0 FY17
-24 5
1.1 1.2 13 2 7 3
FY11*
FY11* FY12
FY12 FY13
FY13 FY14
FY14 FY15
FY15 FY16
FY16 FY17 FY18FY18 FY19
FY19 FY20
FY20 FY11*
41 FY12
FY12 FY13 FY14
FY13 FY14 FY15 FY15 FY16FY16 FY17 -31 FY18 FY18
41
1.1 0.7 0.7 0.8 1.2 0.8 FY11 FY12 FY13 FY14 FY157 FY16 FY17 3
FY17 FY185 FY19
FY11* FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 2 FY17
0.8 FY170.5 0.8 FY11 FY12 FY13 FY14 FY15 FY16 -31 FY17 FY18 5 FY19
0.7 0.7 2 3
0.8FY16 0.5FY17 -31
FY11 FY12 FY13 FY14
0.7 0.7FY15 FY18 0.8 FY19 FY11 FY11FY12 FY12 FY13 FY13 FY14 FY14 FY15 FY15 FY16 FY16 FY18 FY18
FY17 FY19 FY19
0.0 0.5 FY11 FY12 FY13 FY14
Net Worth ( crore)
FY15 FY16
` FY17
FY18 FY19
FY11 FY120.0 FY13 FY14 FY15 FY16 FY17 FY18 FY19

FY11 FY12 0.0
FY13 FY14 FY15 FY16 FY17 FY18 FY19
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 EBITDA (Rs. Crore)FY17
Net Worth (` crore) Profit After Tax (`FY17
crore)
FY17
Net Debt
Earning
Net - Equity
Per
Worth Share Ratio
Net Worth
EBITDA(Rs.
(Rs.Crore)
Crore) 224 226 (Rs. Crore)
229
201 189
1.6 73
63 65 175 180
Net Debt
224 - 226
Equity Ratio 229 20.0 Net
Per Debt
Earning19.0 224 - (
Share
62
Equity 229 Ratio
`) – Annualized
226
48
201 44
201 41
ANNUAL
Excluding ExciseREPORT 2019
BUTTERFLY Revenue
GANDHIMATHI
ANNUAL
Duty APPLIANCES
/ GST ExciseREPORT 2019 LIMITED
BUTTERFLY GANDHIMATHI
Revenue Excluding
Duty / GST APPLIANCES LIMITED
Annual
Annual
NetNet
Revenue
Revenue
(` crore) ANNUAL
(` crore) CONTENTS
REPORT 2020 EBITDA (` crore)
Annual
Annual
NetNet
Revenue
Revenue
(` crore) ANNUAL
(` crore) CONTENTS
REPORT 2020 EBITDA (` crore)
Page No. Page No.
1. Chairman’s Message Page No.
CONTENTS 2 7. Balance Sheet Page No.
56
1. Chairman’s
2. Notice Message CONTENTS 2
3 7.
8. Balance
Profit andSheet
Loss Statement 56
Page No. 57
900
Page No.
2.
3. 1.Notice
Directors’ Report 3
9 8.
9. Profit
Cash and
Flow Loss Statement
Statements 57
60 No.58
900
Chairman’s
764
Message Page2 No. 7. Independent Auditors Report Page
3. Directors’
4. 2.
725
Management
1. 725 764ReportDiscussion
Chairman’s Message46% and Analysis 9
31
2 7.9.
10. Cash
Notes Flow
Independenton Statements
accounts 58
60
Notice 3
652 8. Balance SheetAuditors Report 60
66
5024. Management Discussion and Analysis 31
5. 3.
Report
2. Notice on39%Corporate
Directors’
46% Report 529
Governance
46%
541
35
3
11
652 8.10.
9.
NotesMap
11. Route
Balance
Profit
on
and
accounts
Sheet
Loss Statement 66
67
60
87
5025. Report on 39%Corporate Governance 35 11. Route MapLoss 87
44%
6. Independent
3. Directors’ Auditors
Report
4. Management Discussion and
46% 16%
529
Report Analysis 17
541 5011 9.12. Attendance
Profit and
10. Cash Flow Statement Slip & Proxy
Statement Form 67
68 89
6. Independent
4. Management Auditors
DiscussionReport
16% Report and
402
Analysis 39 50
17 12. Attendance
10. Notes
Cash Flow Slip
Statement& Proxy Form 68 89
44% 5. Business Responsibility 11. on accounts 70
Report BOARD OF DIRECTORS
402
100% 73
244 5.
6. Business
Report onResponsibility
Corporate Governance 39
45 11. Notes on accounts
63 62 70
65
BOARD100% OF DIRECTORS
100%
54% 61% 84% 54% 100% 73 48
244 56%Mr. 6.V.Report
M. on Corporate Governance
Lakshminarayanan 45
....................................................
100%
Chairman & Managing
63 Director
62 44 65 36 48
100% 54% 61% 84% 54% 100%
BOARD OF DIRECTORS
56%Mr. V. M. Lakshminarayanan .................................................... Chairman & Managing Director
27
44
100% Mr. V. M. Balasubramaniam ......................................................
BOARD OF DIRECTORS Vice Chairman
27 & Managing Director -24
36
FY11 FY12Mr.Mr. V.V.M.Lakshminarayanan...................................................

FY13 M. Balasubramaniam
FY14 FY15 FY16 ......................................................
Mr. V. M. Seshadri ............................................................................... Managing
FY17 FY18 FY19 Chairman
Vice FY11*
&
Chairman Managing
Director
FY12 & FY13
Director
Managing FY14 Director
FY15 FY16 -24 FY18 FY19
FY12Mr.Mr.
Mr.V. V.M.Lakshminarayanan...................................................
V.M.Balasubramaniam
M. FY16 .................................................... Chairman
Vice Chairman& Managing
& Managing Director
Director
FY11
Mr. V.
FY13
M. Seshadri
Gangadharam
Branded Sales
FY14 Govt Order
................................................................ Managing
FY15...............................................................................
FY17 FY18 FY19
Executive
FY11* Director
Director
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19
Mr.Mr. V.V.M.Balasubramaniam
Mr.V. V.M.Seshadri
M. Kumaresan
Gangadharam
Branded Sales Govt Order.................................................... Vice Chairman & Managing Director
.......................................................................
................................................................ Managing
ExecutiveDirector Director - Technical FY17
Mr. M. ........................................................................ Executive Director
Mr.Mr.
Mr.V.V.M.Seshadri
M. Kumaresan .......................................................................
V.M.Gangadharam............................................................ Managing
ExecutiveDirector
........................................................................ Executive Director
Director - Technical
Mr.Mr.
K.V.M.Gangadharam............................................................
Ganesan ....................................................................................... Independent
Executive Director
Director
Director – Technical
Mr.
Mr. M. V.M.Kumaresan..................................................................
K. Ganesan Executive
Mr. Padmanabhan ...................................................................... Independent
....................................................................................... Independent Director
Director
Mr.
Mr.M. V.M.Kumaresan..................................................................
K.Ganesan............................................................................ Executive
Independent Director
Director– Technical
Mr.
Mr. A. Padmanabhan ......................................................................
Balasubramanian Independent
Independent
............................................................... Independent Director
Director
Mr.
Mr. K.Ganesan............................................................................
M.Padmanabhan................................................................ Independent Director
Director
Mr.
Mr. A.
G. S.Balasubramanian Independent Director
............................................................... Independent
Samuel ................................................................................... Director
Mr.
Mr. M.Padmanabhan................................................................
A.Balasubramanian .......................................................... Independent Independent DirectorDirector
Mr.
Mr. G. S. Samuel
T.G.S.Samuel
R. Srinivasan ...................................................................................
............................................................................ Independent
Director
Mr.
Mr. A.Balasubramanian .......................................................... Independent
.......................................................................... Independent Director
Director
Mr.
Mrs.
Mr.
T.G.S.Samuel
R. Srinivasan
Maheshwari ............................................................................
Mohan Independent
Woman
............................................................. Independent
..........................................................................
Director Director
Independent
Director
Mr. T.R.Srinivasan.....................................................................
Net Worth ( crore) Independent Director Profit After Tax (` crore)
Mrs.
Mr.Mr. Maheshwari
Anand Mundra Mohan
` .............................................................
.............................................................................
T.R.Srinivasan..................................................................... Woman
Nominee
Independent Independent
Director
Director Director
-Director
Equity Investor
Mrs. Maheshwari
Net Worth Mohan ` crore) ........................................................ Woman
(............................................................................. Independent Profit After Tax (` crore)
Mr. Anand
Mrs.Anand
MaheshwariMundra Mohan ........................................................ Woman Nominee Director - Equity Investor
Mr. Mundra ................................................................... NomineeIndependent
Director –Equity Director
Investor*
Mr.Mr. K.Anand
*vacated S. Ramakrishnan
Mundra
office due...................................................................
.................................................................
to withdrawal of nomination w.e.f Company
Nominee
30.9.2019. Secretary
Director –Equity& General
Investor* Manager - Legal
Mr.
Mr. K.
R. S.
*vacated Ramakrishnan
Nagarajan
office due .................................................................
to withdrawal of nomination w.e.fChief
.................................................................................. Company Secretary
Financial
30.9.2019. Officer & General Manager - Legal
Mr.Mr.R.K.S.Ramakrishnan
Nagarajan ..................................................................................
............................................................. Company Chief FinancialSecretary Officer
& General Manager – Legal
STATUTORY
Mr. R.Nagarajan
K.S.RamakrishnanAUDITORS ............................................................. COST AUDITORS
Company Secretary & General Manager – Legal
Mr.
STATUTORY 224
........................................................................
AUDITORS
226 229 Chief
COST Financial
AUDITORS Officer
33
Mr.201
M/s. R.Nagarajan
ASA 224 & Associates........................................................................
226 229 LLP 189
Chief
M/s. Financial
S. 30Officer
Mahadevan 33 & Co., 22
M/s.STATUTORY
ASA &Accountants, AUDITORS
Associates LLP 175 180 COST
M/s. S.AUDITORS
19 30
Mahadevan & Co.,
Chartered
201
STATUTORY AUDITORS 175 189 Cost Accountants,
COST AUDITORS
19 22 12
180 9
Chartered
M/s.709
Unit ASA&&Accountants,
Associates
710, 7th Floor, LLP M/s. Cost Accountants,
1, S.Mahadevan
Lakshmi & Co.,
Nivas, 3 12 -56
5
9
M/s.
Unit ASA
709
Chartered && Associates
710,
Accountants,
‘BETA Wing’, Raheja Towers, 7th LLP
Floor, M/s.
Cost 1, S.Mahadevan
Lakshmi
Accountants,
K.V. Colony,
FY11*
&
Nivas, Co.,
ThirdFY13
FY12 Street, FY14
3
FY15 FY16 -56
5
FY18 FY19
NewChartered
76 ‘BETA
Unit Number
709 &Accountants,
Wing’, 710,Raheja
7th Anna
177, Floor, Towers, Salai, Cost K.V.
1, Lakshmi
WestAccountants,
Colony,
Nivas,FY12
Mambalam,
FY11* ThirdFY13Street, FY14 FY15 FY16 FY18 FY19
76
41 NewUnit
‘BETA
Chennai 709
Number–&600
Wing’,710, 7th
177,
Raheja
002 Floor,
AnnaTowers, Salai, 1, Lakshmi
West
K.V.Colony,
Chennai Nivas,
Mambalam,
Third
– 600 Street,
033.
41
‘BETA
Chennai
New Number Wing’,
– 600 Raheja
177,002 Anna Towers,Salai, K.V.Colony,
West Chennai
Mambalam,Third
– 600 Street,
033.
FY12 New FY13Number FY14 177, Anna Salai, West Mambalam,
FY11
Chennai
REGISTERED – 600 002.
FY15
OFFICE
FY16 FY17 FY18 FY19
Chennai –
REGISTRAR 600 033.& SHARE TRANSFER AGENT
FY11 FY12
Chennai
FY13
REGISTERED –FY14
600 OFFICE
002.
Chennai – 600 033.
REGISTRAR & SHARE TRANSFER AGENT FY17
143, Pudupakkam
REGISTERED OFFICE Village, GNSA Infotech
REGISTRAR Ltd, TRANSFER AGENTFY17
& SHARE
143, Pudupakkam
REGISTERED
Vandalur-Kelambakkam OFFICE Village, GNSA
REGISTRAR Infotech Ltd,
& SHARE TRANSFER AGENT
143, Pudupakkam Village, Road, GNSA STAInfotech
Department,Ltd, F-Block, 4th Floor,
Vandalur-Kelambakkam
Kelambakkam
143, Pudupakkam – 603103Village,Road, Road, GNSA STA
115, Department,
Nelson Ltd,
Infotech Manickam F-Block,
Road, 4th Floor,
Vandalur-Kelambakkam STA Department, F-Block, 4th Floor,
Kelambakkam
Kancheepuram –District,
603103 Tamil Nadu 115, Nelson Manickam Road,
Kelambakkam – 603103. Road, 115,Aminthakarai,
STA Department,
Nelson Manickam Chennai
Road,4th-Floor,
F-Block, 600029
Kancheepuram
CIN: L28931TN1986PLC012728
Kelambakkam District, Tamil Nadu
– 603103. 115,Aminthakarai,
Phone: Chennai - 600029
044-42962025
Nelson Manickam
Chengalpet District, Tamil Nadu Aminthakarai, ChennaiRoad,- 600029
CIN:
Phone: L28931TN1986PLC012728
Chengalpet 044-47415590/92-93
District, Tamil Nadu Phone:
Email:
Aminthakarai, 044-42962025
sta@gnsaindia.com
Chennai - 600029
CIN: L28931TN1986PLC012728 Phone: 044-42962025
Phone:
Email:
CIN: 044-47415590/92-93
butterflyho@butterflyindia.com
L28931TN1986PLC012728 Phone: Email: sta@gnsaindia.com
044-42962025
Phone: 044-47415590/92-93 Email: sta@gnsaindia.com
Email:Netbutterflyho@butterflyindia.com
Phone:
Email: Debt - Equity Ratio
044-47415590/92-93
butterflyho@butterflyindia.com Email: sta@gnsaindia.comEarning Per Share (`) – Annualized
Netbutterflyho@butterflyindia.com
CORPORATE
Email: Debt OFFICE- Equity Ratio BANKERSEarning Per Share (`) – Annualized
CORPORATEOFFICE
CORPORATE OFFICE BANKERS
BANKERS
CORPORATE
E-34, Second OFFICE
Floor, BANKERS
State Bank of India
E-34, Second Floor, State Bank of India
E-34,
Rajiv Second Floor,Egattur Village, State Bank of India
RajivGandhi
E-34, SecondSalai,
Gandhi Salai,
Floor, Egattur Village, State
IDBI IDBI Bank
Bank
Bank, of India
1.6 Rajiv
Navalur-
Rajiv Gandhi 600130,
Gandhi Salai, Egattur
Salai, Egattur Village, Village, IDBI IDBI
Bank
Bank,Bank
of
20 Maharashtra
20
Navalur- 600130, IndusInd Bank 19
Navalur-
Kancheepuram 600130, District, Bank Bankof
20 Maharashtra
Tamil Tamil Nadu Nadu TheIndusInd Bank
1.6 20
Navalur-
Chengalpet 600130,
District, IndusInd South Indian
19
Bank Ltd. 13
1.1Kancheepuram
Phone
Chengalpet: 044-49005154/180
District,District, Tamil Tamil
Nadu Nadu 1.2
The IndusInd
South
South Bank
Indian
Indian Bank
Bank Ltd. 13 7
Phone: 044-49005154/180 5
1.1Phone
Email: : 044-49005154/180
044-49005154/180
cs@butterflyindia.com
1.2 South
IDFC Indian
First Bank Bank 7 3
Phone:
Email: cs@butterflyindia.com 0.8 0.8
2
-31 5
3
Email:
Website:
Email: cs@butterflyindia.com
0.7 0.7
www.butterflyindia.com
cs@butterflyindia.com IDFC
Axis BankFirst Bank 2
-31
Website: www.butterflyindia.com
0.7 0.7 0.8 0.5 0.8 FY11 FY12 FY13 FY14 FY15 FY16 FY18 FY19
Website:
Website: www.butterflyindia.com
www.butterflyindia.com 0.5 Axis BankFY11 FY12 FY13 FY14 FY15 FY16 FY18 FY19
A customer is the most important visitor on our premises. He is not an interruption on our work. He is the
Members
A 0.0
customer
are requested
is the most
to bring their copy of the annual report along with them to the
purpose
Members ofare
it. He is
requested not important
an outsiderto bring visitor
in our on
their our premises.
business.
copy We ofnot He
are
the not is doing
not anhim
annual interruption
reporta favour on our
by with work. him.
servicing He isHethe
is
FY11 FY12Annual 0.0
FY13
purpose General
FY14
of it. He FY15 Meeting,
is not FY16
an outsider since
FY17
inthe
FY18
our same FY19
business. will We arebe
notdistributed
doing inalong
him a favour thebymeeting.
them to the
servicing him. He is
FY11 FY12
doing
Annual us a
FY13 General
favour
FY14 FY15
by giving
Meeting, FY16
us an
sinceFY18
FY17
opportunity
the same FY19
to do so - Mahatma Gandhi.
will not be distributed in the meeting.
As doing
“WE per us
AT a favour
the guidelines
BUTTERFLY by givingSHALL ofusMinistryan opportunity
CONTINUE of TOCompany to do so -Affairs,
CEASELESSLY Mahatma
WORK noGandhi.
sweets or
TOWARDS compliments
THIS OBJECTIVE”. will be
As “WE per
distributed ATthe guidelines
BUTTERFLY
in any form SHALL ofto Ministry
CONTINUE
the members. of TOCompanyCEASELESSLY Affairs,
WORK noTOWARDS
sweets or compliments
THIS OBJECTIVE”. FY17will be
FY17
distributed in any form to the members.
BUTTERFLY
BUTTERFLYGANDHIMATHI
GANDHIMATHIAPPLIANCES
APPLIANCESLIMITED
LIMITED
BUTTERFLY
BUTTERFLYGANDHIMATHI
GANDHIMATHIAPPLIANCES
APPLIANCESLIMITED
LIMITED
ANNUAL
ANNUALREPORT
REPORT2019
2019
ANNUAL
ANNUALREPORT
REPORT2019
2019
33 rd
ANNUAL REPORT-2020
33 rd
ANNUAL REPORT-2020 CONTENTS
CONTENTS
CONTENTS
CONTENTS
Page Page No.No. Page
PageNo.No.
1. Chairman’s
1. Chairman’s Message
Message Page Page No. 2No. 2 7. Balance 7. Balance Sheet
Sheet Page
PageNo.
56No.
56
1. Chairman’s
1. Chairman’s
2. Notice
2. Notice Message
Message 2 2
3 3 8. Profit 7. Balance
7. Balance
8. Profit andSheet
andSheet
Loss
LossStatement
Statement 56
575657
Chairman’s
2.
3. Notice
2.
3. Notice 3 9 3 8. 9. Profit
8.
9. Profit and andLoss
LossStatement
Statement 575857
Chairman’s
Directors’
Directors’ Report
Report 9 CashCash FlowFlowStatements
Statements 58
3.
4. Directors’
3.
4. Directors’
Management
Management Report
Report
Discussion
Discussion and and Analysis
Analysis 31 9 31 9 9. 10.Cash
9.
10. Cash
Notes Flow
Notes Flow
on Statements
on Statements
accounts
accounts 5860
60 58
4. Management
4.
5. ReportManagement
5. Report onon Discussion
Corporate Discussion
Corporate and
Governance and
Governance Analysis
Analysis 35 3135 31 10. 11. 10.Notes
11.
RouteNotes
Route onMap
Map on
accounts
accounts 60
876087
Message
5. Report
5. Report on on
Corporate
Corporate Governance
Governance 35 35 11. 11.
Route
Route Map Map 878987
Message
6. Independent
6. Independent Auditors
Auditors Report Report 5050 12.12. Attendance Mr. V.M.Lakshminarayanan
Attendance SlipSlip
& Proxy
& Proxy FormForm 89
6. Independent
6. Independent Auditors
Auditors Report Report 5050 12.12. Attendance Mr.
Attendance V.M.Lakshminarayanan
SlipSlip
& Proxy
& ProxyForm
Chairman & Managing DirectorForm 89 89
BOARD BOARD OFOF DIRECTORS
DIRECTORS Chairman & Managing Director
BOARD BOARD OFOF DIRECTORS
DIRECTORS
Mr.Mr. V. V.
M.M. Lakshminarayanan
Lakshminarayanan .................................................... Chairman
.................................................... Chairman & Managing
& Managing Director
Director
Mr.Mr.
Mr. Mr.V. V.
V. V.
M.M.
M. M.Lakshminarayanan
Lakshminarayanan
Balasubramaniam
Balasubramaniam .................................................... Chairman
....................................................
...................................................... Vice
......................................................
Chairman
Vice Chairman & Managing
Chairman & Managing
& Managing Director
& Managing Director
Director
Director
Mr.
Mr. Mr.
Mr.V.
V. V.
M.
V.
M. M.
M.Balasubramaniam
Balasubramaniam
Seshadri
Seshadri ...................................................... Vice
......................................................
...............................................................................
Vice
Managing
...............................................................................
Chairman
Managing Chairman
Director & Managing
Director& Managing Director
Director
It gives me pleasure
Mr. Mr.V. V.
M. to
M. present
Seshadri
Seshadri our Company’s Annual
............................................................................... Managing
...............................................................................
of the Director
Managing Company
Director during the year ended 31st March,
It gives me pleasure
Mr.Mr. V. V.
M.M.to present
Gangadharam
Gangadharam our ................................................................
Company’s Annual of the Director
Executive
................................................................ Executive Company
Director during the year ended 31st March,
Report of 2019-20.
Mr. Mr.V. V.
M. M.Gangadharam
Gangadharam ................................................................ 2020 was
Executive
................................................................ Executive `678.70 crores as against ` 651.98 crores for
Director
Director
Mr.Mr.
Report of 2019-20. V. V.
M.M. Kumaresan
Kumaresan ........................................................................ Executive
........................................................................ Executive
2020 was Director
Director
`678.70 - Technical
- crores
Technical as against ` 651.98 crores for
Mr. Mr.
Mr.Mr. V. V.
M.
K. K. M.Kumaresan
Ganesan Kumaresan
Ganesan ........................................................................ Executive
........................................................................
.......................................................................................
Executive
the
Independent
....................................................................................... year
Director
ended
Director - Technical
31
Director - March,
st Technical 2019. The Company made a
The COVID-19 Mr. outbreak
Mr.K. K.
Ganesan
Ganesanfrom China was declared as a
....................................................................................... the
Independent
....................................................................................... year
Independent ended
Director 31
Director
st
March, 2019. The Company made a
The COVID-19 Mr.Mr. M.M.Padmanabhan
outbreak Padmanabhan
from China ...................................................................... Independent
......................................................................
was declared as a Independent
net profit Director Director
after tax of `3.98 Crores against the net
pandemic by Mr.
Mr.Mr.
Mr.M.
A. M.
World Padmanabhan
A. Padmanabhan
Health Organisation
Balasubramanian
Balasubramanian in the last
...................................................................... Independent
......................................................................
...............................................................
Independent
net profit Director
Independent
............................................................... Independent Director
after
Director tax of `3.98 Crores against the net
Director
pandemic by Mr. World
Mr.A. A. Health Organisation
Balasubramanian
Balasubramanian in the last
............................................................... profit of `9.57
Independent
............................................................... Independent Director crores for the previous year ended
Director
quarter of theMr.Mr. G. G.
S. S.
Samuel
financial Samuel
year 2019-2020, causing a
................................................................................... Independent
................................................................................... Independent
profit Director
of `9.57 Director
crores for the previous year ended
quarter of theMr.Mr.
Mr. Mr.G.
T. G.
S.R.
R.
T. S.
Samuel
financial Samuel
year
Srinivasan
Srinivasan 2019-2020, causing a
...................................................................................
...................................................................................
............................................................................
31st March,Director
Independent
Independent
Independent
............................................................................ Independent 2019.
Director
Director
Director
social and economic
Mr. Mr. turbulence.
T.Maheshwari
R.
T.Maheshwari
R.
Srinivasan
Srinivasan ............................................................................
31 March,Director
Independent
............................................................................
st
Independent 2019.
Director
social and economic
Mrs.Mrs. turbulence. Mohan Mohan ............................................................. Woman
............................................................. Woman Independent
Director
Mrs.Mrs. Maheshwari
Maheshwari Mohan Mohan ............................................................. Woman
............................................................. The
Woman Company
Independent
Independent hasDirector
put in plans to improve liquidity,
Director
Mr.Mr.
The macro-economic Anand
Anand Mundra
Mundra
factors .............................................................................
that Nominee
.............................................................................
caused a slowdown Nominee
The CompanyDirector
Director -has
Equity
- Equity
put Investor
inInvestor
plans to improve liquidity,
Mr.Mr.
The macro-economic Anand
Anand Mundra
Mundra
factors .............................................................................
that Nominee
.............................................................................
caused a slowdown Nominee
cash flow Director
Director - Equity
management, - Equity Investor
Investorcapital arrangements
working
in the financial year 2019-2020 will also continue in the cash flow management, working capital arrangements
Mr.Mr.
in the financial K. K.
year S.2019-2020
S.
Ramakrishnan
Ramakrishnan will also ................................................................. Company
.................................................................
continue in the Company
including Secretary
Secretary
collections & General
& and
General Manager
Manager
receivables - from
Legal
- Legal
customers.
financial yearMr. Mr.
Mr.Mr. K. K.
S. S.
Ramakrishnan
2020-2021.
R. R.
NagarajanRamakrishnan
Nagarajan The last quarter of the
................................................................. Company
.................................................................
.................................................................................. Chief
..................................................................................
Company
including
Chief Secretary
Financial Secretary
Financialcollections
Officer & General
Officer & and
General Manager
Manager
receivables - from
Legal
- Legal
customers.
financial yearMr.Mr.2020-2021.
R. R.
Nagarajan
Nagarajan The last quarter of the Chief It
Chief also
Financialhas
Financial a huge potential in Digital marketing of
..................................................................................
..................................................................................
financial year 2019-20 and first quarter of the financial It also has Officer
a Officer
huge potential in Digital marketing of
financial yearSTATUTORY
STATUTORY
2019-20 andAUDITORS
AUDITORS
first quarter of the financial COST COST
retailAUDITORS
AUDITORS
channels and has achieved significant growth in
year 2020-21 STATUTORY
STATUTORY
was completely AUDITORS
AUDITORS dominated by the COST COST
retailAUDITORS
AUDITORS
channels and has achieved significant growth in
year 2020-21 M/s. was
M/s. ASAASA completely
& Associates
& Associates dominated
LLP LLP by the M/s. the
M/s. year
S. S.
Mahadevan2019-2020.
Mahadevan & Co., The Company will also focus on
& Co.,
pandemic and M/s.M/s. the
ASAASA consequent
&Accountants,
Associates
&Accountants,
Associates LLP lockdowns.
LLP The M/s. the
M/s. S. year
S.
Mahadevan2019-2020.
Mahadevan & Co., The Company will also focus on
& Co.,
pandemic and Chartered
Chartered
the Accountants,
consequent lockdowns. The Cost Cost Accountants,
Accountants,
minimum alternative plan and strive to strengthen our
Chartered
UnitChartered
country is suffering
Unit 709 from
709 & 710,Accountants,
&COVID-19
710, 7th 7th Floor, which has severely
Floor, Cost Cost
1, Lakshmi Accountants,
1,minimumAccountants,
Lakshmi alternative plan and strive to strengthen our
Nivas,
Nivas,
country is suffering
UnitUnit 709 from
709 &COVID-19
& 710, 710, 7th 7th Floor, which has severely
Floor, 1, internal
Lakshmi
1, Lakshmi capabilities
Nivas,
Nivas, with safety, producing profitable
impacted every‘BETA
‘BETA Wing’,
aspect Wing’,ofRaheja
ourRaheja lives Towers,
Towers,
and businesses in K.V. K.V.Colony,
Colony,
internal Third
ThirdStreet,
capabilities Street,
with safety, producing profitable
impacted every‘BETA
New ‘BETA
New Wing’,
aspect
NumberWing’,
Number ofRaheja
our
177, Raheja
177, lives
Anna Towers,
Anna Towers,
and
Salai,Salai, businesses in K.V.
West K.V.
WestColony,
Colony,
volumes
Mambalam, Third
and
Mambalam, ThirdStreet,
Street,sustainable cost improvements.
pursuing
unprecedented New New ways.
Number
Number The177, challenges
177, Anna Anna Salai, are unique as
Salai, West volumes
West and pursuing sustainable cost improvements.
unprecedented Chennai
Chennai
ways.– 600 – 600
The 002 002
challenges are unique as Chennai WeMambalam,
Chennai Mambalam,
– 600
will – 600 033.
033. to invest in R&D and drive
continue
Chennai
Chennai – 600
– 600 002
COVID-19 induced lockdowns have interrupted the002 Chennai
Chennai
We will 600
– 600
– 033.
033. to invest in R&D and drive
continue
COVID-19 induced lockdowns have interrupted the innovations to build value-added products. Hopefully,
REGISTERED
economic activity.REGISTERED
So muchOFFICE OFFICE
so, that the GDP growth of REGISTRAR
REGISTRAR
innovations & SHARE
&toSHARE
buildTRANSFER
TRANSFER
value-added AGENT
AGENT
products. Hopefully,
REGISTERED
economic activity.REGISTERED
So muchOFFICE OFFICE
so, that the GDP growth of the Company
REGISTRAR
REGISTRAR & SHARE will TRANSFER
& SHARE atleast
TRANSFER meet all the operational
AGENT
AGENT
the Indian economy
143,143,Pudupakkam is to beVillage,
Pudupakkam around
Village, 4.2% for the GNSA the Infotech
GNSA Company
Infotech Ltd, will atleast meet all the operational
Ltd,
the Indian economy
143,143,Pudupakkam is to beVillage,
Pudupakkam around
Village, 4.2% for the GNSA challenges
GNSA Infotech
Infotech especially
Ltd,
Ltd, the ones impacted by COVID-19.
financial year 2020, and likely to be negative in the Road, Road, STA STA Department,
Department,
challenges especially F-Block,
F-Block,the4th4th
Floor,
onesFloor,
impacted by COVID-19.
financial yearVandalur-Kelambakkam
2020,
Kelambakkam
Kelambakkam and likely– 603103
– 603103 Road, Road,
to be negative in the STA STA
115,115, Department,
New
NelsonDepartment,
ways
Nelson F-Block,
F-Block,
will be Road,
Manickam
Manickam 4th4th
implemented
Road, Floor,
Floor,for new operational
financial year 2021. The recent
Kelambakkam
Kelambakkam –District,
603103
–District,
603103 economic stimulus 115, New
115,
Nelson ways
Nelson will
Manickam
Manickam be implemented
Road,
Road, for new operational
Kancheepuram
Kancheepuram
financial year 2021. The recent economic stimulus Tamil Tamil Nadu Nadu Aminthakarai,
Aminthakarai,
models in Chennai
all Chennai
areas. - 600029
- 600029
announced by Kancheepuram
CIN:Kancheepuram
the
CIN: government District,
L28931TN1986PLC012728
L28931TN1986PLC012728 District, of Tamil Tamil
India Nadu Naduhave
does Aminthakarai,
Phone:Aminthakarai,
models
Phone: Chennai
in all
044-42962025 Chennai
areas.
044-42962025 - 600029
- 600029
announced by CIN: the
CIN: government of India does have
L28931TN1986PLC012728
L28931TN1986PLC012728 Phone:Phone: 044-42962025
044-42962025
Phone:
some short term Phone: 044-47415590/92-93
measures 044-47415590/92-93
to cushion the economy. Email:Email:
Westa@gnsaindia.com
sta@gnsaindia.com
look ahead towards opportunities and prosperity,
Phone:
some short term Phone:
Email: 044-47415590/92-93
measures
Email: 044-47415590/92-93
to cushion the economy.
butterflyho@butterflyindia.com
butterflyho@butterflyindia.com Email:Email:
Westa@gnsaindia.com
sta@gnsaindia.com
look ahead towards opportunities and prosperity,
Email:
Email: butterflyho@butterflyindia.com
butterflyho@butterflyindia.com I would like to express my sincere appreciation to
Financial year 2019-2020 is under review. In spite of I would like to express my sincere appreciation to
Financial year 2019-2020 OFFICE
CORPORATE
CORPORATE is OFFICE
under review. In spite of BANKERS employees at all levels for their contribution towards
BANKERS
extreme economic
CORPORATE
CORPORATE challenges
OFFICEOFFICE of the world and a BANKERS employees at all levels for their contribution towards
BANKERS
extreme economic challenges of the world and a the performance of the Company. I would also like to
E-34,
E-34, Second
Second Floor,Floor,
situation aggravated almost beyond measure by the State State
theBank Bank of of
performance India
Indiaof the Company. I would also like to
E-34,
E-34,
situation aggravated
Rajiv
Rajiv Second
Second
Gandhi almost
Gandhi Floor,
Salai, Floor,
beyond
Salai, Egattur
Egattur measure
Village,
Village, by the State
IDBI State
IDBI Bank
extend
Bank Bank
Bank of of
my India
India
gratitude to our customers, stakeholders,
unprecedented Rajiv COVID-19
Rajiv Gandhi
Gandhi pandemic,
Salai,
Salai, Egattur
Egattur our
Village, Company’s
Village, IDBI extend
IDBI BankBank my gratitude to our customers, stakeholders,
Navalur-
Navalur- 600130,
600130,
unprecedented COVID-19 pandemic, our Company’s Bank Bank of of
Maharashtra
Maharashtra
bankers and suppliers for their loyalty and trust in us.
Navalur-
Navalur-
overall performance
Kancheepuram
Kancheepuram600130,
has 600130,
improved.
District,
District, With
Tamil Tamil continuous
Nadu Nadu Bank Bank
IndusInd of of
bankers
IndusInd Maharashtra
Maharashtra
Bankand suppliers for their loyalty and trust in us.
Bank
overall performance
Kancheepuram
Kancheepuram has improved.
District,
District, With
Tamil Tamil continuous
Nadu Nadu IndusIndI would
IndusInd further
BankBank like to express sincere appreciation to
Phone
focus, strategy Phoneand: 044-49005154/180
: effective
044-49005154/180 implementation of a South South Indian
I would Indian Bank
furtherBank like to express sincere appreciation to
Phone
focus, strategy Phone
Email: and
Email: : 044-49005154/180
: effective
044-49005154/180
cs@butterflyindia.com implementation of a South
IDFC South
IDFC Indian
all First Indian
shareholders
FirstBankBank
BankBankfor their continued support.
turnaround plan,
Email:
Email:our Company’s growth has been on
cs@butterflyindia.com IDFC all First
IDFC shareholders
FirstBankBank for their continued support.
Website:
turnaround plan, Website:
our www.butterflyindia.com
Company’s growth has been on Axis Axis BankBank
Website:
the right track Website:
especially www.butterflyindia.com
in modern trade, e-commerce, Axis Axis BankBank
the right track especially in modern trade, e-commerce, Yours sincerely,
Members
Members
innovative products and arearerequested
product requested mix. The toto bring
netbring their
income their copy copy ofof the the annual
annual report
report along
along with
withthem
them to to
the
Yoursthe
sincerely,
Members
Members
innovative products
Annual
Annual and are
General arerequested
product
General requested
Meeting, mix.
Meeting, to
The to
sincebring
net
since bringthe their
income
the their
same copy
same copy
will of
will of
notthe the
not annual
bebe annual report
distributed report
distributed along
in inalong
the the with
withthem
them to to
the
the
V.M.Lakshminarayanan
meeting.
meeting.
Annual
Annual General
General Meeting,
Meeting, since since the the same same will will not notbebe distributed
distributed in in
the the V.M.Lakshminarayanan
meeting.
meeting. Chairman
AsAs perper the theguidelines
guidelines ofof Ministry
Ministry ofof Company
Company Affairs,
Affairs, nono sweets
sweets ororcompliments
compliments willwill
bebe
Chairman
AsAs
perper
the
the
distributed guidelines
inguidelines
distributed in
any
any
formofto
form of
Ministry
Ministry
to
the
the ofof
Company
members.Company
members. Affairs,
Affairs,
nono
sweets
sweets
ororcompliments
Butterfly compliments
Gandhimathi will
will
bebe Limited
Appliances
Butterfly Gandhimathi Appliances Limited
distributed
distributed
in in
any
any
form
formtotothe
the
members.
members.
2
33 r d A n n u a l R e p o r t - 2020
NOTICE TO THE SHAREHOLDERS
NOTICE is hereby given that the Thirty Third Annual General Exchange Board of India (Listing Obligations and Disclosure
Meeting of the Members of the Company will be held on Requirements) Regulations 2015 (including any statutory
Thursday, 20th August, 2020 at 11.00 a.m., (IST) through Video modification(s) or re-enactment(s) thereof, for the time being
Conferencing / Other Audio Visual Means, to transact the in force), Mrs. Maheshwari Mohan (DIN:07156606), who holds
following business: office as a Woman Independent Director up to 20.08.2020
and being eligible, be and is hereby reappointed as a Woman
ORDINARY BUSINESS: Independent Director of the Company, not liable to retire
1. To receive, consider and adopt the Audited Financial by rotation and to hold office for the second term of 5 (five)
Statements of the Company for the financial year ended consecutive years i.e, from 21.08.2020 to 20.08.2025.”
31st March 2020 together with the Reports of the Board of
Chennai 600 020 By Order of the Board
Directors and Auditors thereon and in this regard pass the
Date : 12.06.2020 K.S.Ramakrishnan
following resolution as an Ordinary Resolution:
Company Secretary &
“RESOLVED THAT the Audited Financial Statements of the General Manager - Legal
Company for the financial year ended 31st March 2020, the
Report of the Board of Directors and the Auditors thereon, laid IMPORTANT NOTES:
before the meeting be and is hereby approved and adopted.” 1. The Explanatory statement pursuant to Section 102 (1)
of the Companies Act 2013, (‘the Act’) which set out
2. To appoint Mr.V.M.Seshadri (DIN 00106506), who retires by details relating to Special Business at the Annual General
rotation and, being eligible offers himself for reappointment Meeting (AGM) is annexed hereto.
as a Director of the Company and in this regard pass the
following resolution as an Ordinary Resolution: 2. The Register of Members and the Share Transfer Books of
the Company will remain closed from 13th August 2020
“RESOLVED THAT Mr.V.M.Seshadri (DIN 00106506), Director to 20th August 2020 (both days inclusive) for annual
of the Company, who retires by rotation at this meeting closing.
pursuant to the provisions of Section 152(6) (c) of the 3. In view of the continuing COVID 19 pandemic, the
Companies Act 2013 being eligible for reappointment be and Ministry of Corporate Affairs (MCA) has vide its circular
is hereby appointed as a Director of the Company.” dated May 5, 2020 read with circulars dated April 8,
SPECIAL BUSINESS: 2020 and April 13, 2020 (collectively referred to as ‘MCA
Circulars’) permitted the holding of the AGM through
3. To pass the following resolution as an Ordinary Video Conference (VC)/ Other Audio Visual Means
Resolution: (OAVM), without the physical presence of the Members at
the common venue. In compliance with the provisions of
“RESOLVED THAT pursuant to the provisions of Section 148(3) the Companies Act, 2013 (‘Act’) SEBI (LODR) Regulations
and other applicable provisions, if any, of the Companies 2015 (“SEBI Listing Regulations”) and MCA Circulars the
Act 2013 and the Rules made thereunder, approval is AGM of the Company is being held through VC / OAVM.
hereby accorded for the remuneration of Rs.1,75,000/- plus National Securities Depositories Limited (NSDL) will be
taxes as applicable and reimbursement of travel and out providing facility for voting through remote e-voting for
of pocket expenses, to be paid to M/s.S. Mahadevan & Co., participation in the AGM through VC/OAVM facility and
Cost Accountants (Regn.No.000007), Chennai approved by e-voting during the AGM. The procedure for participating
the Board as Cost Auditors for conducting the audit of cost in the meeting through VC/OAVM is explained hereunder.
records of the Company, for the financial year ending 31st
March 2021, be and is hereby ratified”. 4. The relevant details, pursuant to Regulations 26(4) and
36(3) of the SEBI Listing Regulations and Secretarial
4. To pass the following resolution as a Special Resolution: Standard on General Meeting issued by Institute of
Company Secretaries of India, in respect of Director
“RESOLVED THAT pursuant to the provisions of Sections 149, seeking re-appointment at this AGM is annexed.
152 and 160 read with Schedule IV and all other applicable
provisions, if any, of the Companies Act 2013 (“the Act”) and 5. Pursuant to the provision of the Act, a Member
the Companies (Appointment and Qualification of Directors) entitled to attend and vote at the AGM is entitled to
Rules 2014 and the applicable provisions of the Securities and appoint a proxy to attend and vote on his/her behalf
3
33 r d A n n u a l R e p o r t - 2020
and the proxy need not be a Member of the Company. 11. The Register of Directors and Key Managerial Personnel
Since this AGM is being held pursuant to the MCA and their shareholding, maintained under Section 170 of
Circulars through VC / OAVM, physical attendance of the Act and the Register of Contracts or Arrangements
the members has been dispensed with. Accordingly in which the Directors are interested maintained under
the facility for appointment of proxies by the Section 189 of the Act, will be available electronically
Members will not be available for the AGM and hence for inspection by the members during the AGM. All
the Proxy Form, Attendance Slip and Route Map are documents referred to in the Notice will also be available
not annexed to this Notice. for electronic inspection without any fee by the members
from the date of circulation of this Notice upto the date
6. As per Regulation 40 of SEBI Listing Regulations,
of AGM, i.e August 20, 2020. Members seeking to inspect
as amended, securities of listed companies can be
such documents can send an email to cs@butterflyindia.
transferred only in dematerialized form with effect
com.
from, April 1, 2019, except in case of request received
for transmission of transposition of securities. In view 12. Members are requested to note that, dividends if not
of this and to eliminate all risks associated with physical encashed for a consecutive period of 7 years from the
shares and for ease of portfolio management members date of transfer to Unpaid Dividend Account of the
holding shares in physical form are requested to Company, are liable to be transferred to the Investor
consider converting their holdings to dematerialized Education and Protection Fund (IEPF). In view of this,
form. Members can contact the Company or Company’s Members are requested to claim their dividends from the
Registrars and Share Transfer Agent M/s GNSA Infotech Company, within the stipulated timeline. The Members,
Private Limited (GNSA) for assistance in this regard. whose unclaimed dividend has been transferred to IEPF
Members may also refer to Frequently Asked Questions may claim the same by making an online application
(FAQs) on Company’s website www.butterflyindia.com. to IEPF Authority in web Form no. IEPF – 5 available on
www.iepf.gov.in.
7. To support the ‘green Initiative’, members who have not
yet registered their email addresses are requested to 13. Members attending the AGM through VC / OAVM shall be
register the same with their DPs in case the shares are counted for the purpose of reckoning the quorum under
held by them in electronic form and with the Company Section 103 of the Act.
in case the shares are held by them in physical form. 14. In compliances with the aforesaid MCA Circulars and
8. As per the provisions of Section 72 of the Act, the facility SEBI Circular dated May 12, 2020, Notice of the AGM
for making nomination is available for the members along with the Annual Report 2020 is being sent only
in respect of the shares held by them. Members who through electronic mode to those Members whose
have not registered their nomination are requested to email addresses are registered with the Company/
register the same by submitting Form SH.13. The said Depositories. Members may note that the Notice
form can be downloaded from the Company’s website and Annual Report 2020 will also be available on the
www.butterflyindia.com/Investor Relation. Members are Company’s website www.butterflyindia.com, websites of
requested to submit the said details to their DP in case the Stock Exchanges i.e. BSE Limited and National Stock
the shares are held by them in electronic form and to Exchange at www.bseindia.com and www.nseindia.com
GNSA in case the shares are held in physical form. respectively, and on the website of NSDL www.evoting.
nsdl.com.
9. Members holding shares in physical form, in identical
order of names, in more than one folio are requested to 15. Instructions for e-voting and joining the AGM are as
send to the Company or GNSA, the details of such folios follows.
together with the shares certificates for consolidating
their holdings in one folio. A consolidated share Procedure for remote e-voting and e-voting during
certificate will be issued to such members after making the AGM
requisite changes. i. In compliance with the provisions of Section 108 of the
Act, read with Rules 20 of the Companies (Management
10. In case of joint holders, the Member whose name and Administration) Rules, 2014 as amended from time to
appears as the first holder in the order of names as per time, and Regulations 44 of the SEBI Listing Regulations,
the Register of members of the Company will be entitled the Members are provided with the facility to cast their
to vote at the AGM.
4
33 r d A n n u a l R e p o r t - 2020
vote electronically, through the e-voting services provided c. A new screen will open. You will have to enter your User
by NSDL, on all the resolutions set forth in this Notice. ID, your Password and a Verification Code as shown on
the screen. Alternatively, if you are registered for NSDL
ii. The remote e-voting period commences on Sunday, 16th
eservices i.e. IDEAS, you can log-in at https://eservices.
August 2020 9.00 a.m. (IST) and ends on Wednesday,
nsdl.com/ with your existing IDEAS login. Once you log-
19th August 2020 5.00 p.m. (IST). During this period,
in to NSDL eservices after using your log-in credentials,
members holding shares either in physical form or in
click on e-voting and you can proceed to Step 2 i.e. Cast
dematerialized form, as on Wednesday 12th August
your vote electronically.
2020 i.e. cut off date, may cast their vote electronically.
The e-voting module shall be disabled by NSDL for voting d. Your User ID details are given below :
thereafter. Those members, who will be present in the
Manner of holding
AGM through VC / OAVM facility and have not cast their shares i.e. demat (NSDL Your User ID is
vote on the Resolutions through remote e-voting and are or CDSL) or physical
otherwise not barred from doing so, shall be eligible to a) For Members who 8-Character DP ID followed by
vote through e-voting system during the AGM. hold shares in demat 8-Digit Client ID
iii. Mr.Balu Sridhar failing which Mr.A.Pankaj Mehta, Partners account with NSDL For example, if your DP ID is IN300***
of M/s. A K Jain & Associates, Practicing Company and Client ID is 12******, then your
Secretaries have been appointed as the Scrutinizer to User ID is IN300***12******.
scrutinize the voting and remote e-voting process in a b) For Members who 16-Digit Beneficiary ID
fair and transparent manner. hold shares in demat For example, if your Beneficiary
account with CDSL ID is 12**************, then your User
iv. The Members who have cast their vote by remote ID is 12**************
e-voting prior to the AGM may also attend / participate c) For Members holding EVEN Number followed by Folio
in the AGM through VC/ OAVM but shall not be entitled shares in Physical Form. Number registered with the
to cast their vote again. Company
v. The voting rights of Members shall be in proportion to For example, if Folio Number is
001*** and EVEN is 101456, then
their shares in the paid-up share capital of the Company
User ID is 101456001***
as on the cut-off date.
vi. Any person, who acquires shares of the Company and e. Your password details are given below:
becomes a Member of the Company after sending of i. If you are already registered for e-voting, then you
the notice and holding shares as of the cut-off date, may can use your existing password to log in and cast
obtain the login ID and pass word by sending a request your vote.
at e-voting@nsdl.co.in. However, if he / she is already ii. If you are using NSDL e-voting system for the first
registered with NSDL for remote e-voting then he / she time, you will need to retrieve the ‘initial password’
can use his / her existing user ID and password for casting which was communicated to you. Once you retrieve
the vote. your ‘initial password’, you need to enter the ‘initial
vii. The details of the process and manner for remote password’ and the system will prompt you to change
e-voting are explained herein below: your password.
A. Log-in to NSDL e-voting system at https://www. f. How to retrieve your ‘initial password’?
evoting.nsdl.com/ If your email ID is registered in your demat account
(i)
B. Cast your vote electronically on NSDL e-voting or with the Company, your ‘initial password’ is
system. communicated to you on your email ID. Trace the
email sent to you from NSDL from your mailbox.
A. Step 1: Log-in to the NSDL e-voting system
Open the e mail and open the attachment i.e. a .pdf
a. Visit the e-voting website of NSDL. Open web browser file. Open the .pdf file. The password to open the
by typing the following URL : https://www.evoting.nsdl. .pdf file is your 8 digit client ID for NSDL account, the
com/ either on a personal computer or on a mobile. last 8 digits of your client ID for your CDSL account
b. Once the homepage of e-voting system is launched, or Folio Number for shares held in physical form.
click on the icon “Login” which is available under The PDF file contains your ‘User ID’ and your ‘initial
“Shareholders” section. password’.
5
33 r d A n n u a l R e p o r t - 2020
If your email ID is not registered, please follow the

(ii) 8. Once you confirm your vote on the resolution, you will
steps mentioned below for registration of email ID not be allowed to modify your vote.
and obtaining user ID / password for e-voting. 16. Instructions for Members for attending AGM through
g. If you are unable to retrieve or have not received the VC/OAVM are as under:
‘initial password’ or have forgotten your password :
1. Members will be provided with a facility to attend the
1. Click on the “Forgot User Details / Password?”(If you AGM through VC/OAVM through the NSDL e-Voting
hold shares in your demat account with NSDL or system. Members may access the same at https://www.
CDSL) option available on www.evoting.nsdl.com evoting.nsdl.com under shareholders/member login by
2. A “Physical User Reset Password?” (If you hold shares using the remote e-voting credentials. The link for VC/
in physical mode) option is available on www. OAVM will be available in shareholder/members login
evoting.nsdl.com. where the EVEN of Company will be displayed. Please
note that the members who do not have the User ID and
3. If you are still unable to get the password by the
Password for e-Voting or have forgotten the User ID and
above two options, you can send a request at
Password may retrieve the same by following the remote
evoting@nsdl.co.in mentioning your demat account
e-Voting instructions mentioned in the Notice to avoid the
number / Folio Number, your PAN, your name and
last minute rush. Further members can also use the OTP
your registered address.
based login for logging into the e-Voting system of NSDL.
4. Members can also use the OTP (One Time Password)
2. For the convenience of the Members and proper conduct
based login for casting the votes on the e-voting
of AGM, Members can login and join atleast 30 (thirty)
system of NSDL.
minutes before the time scheduled for the AGM and shall
h. After entering your password, tick on Agree to “Terms be kept open throughout the proceedings of the AGM
and Conditions” by selecting on the check box. and will be available for Members on first come first
i. Now, you will have to click on the “Login” button. served basis.
j. After you click on the “Login” button, homepage of 3. Members who need assistance before or during the AGM
e-voting will open. with use of technology, can:
¾¾ Send a request to evoting@nsdl.co.in or use Toll free
B. Details on Step 2 are mentioned below: No.1800-222-990 or
How to cast your vote electronically on NSDL e-voting system? ¾¾ Contact Mr.Amit Vishal, Senior Manager, email
ID:Amitv@nsdl.co.in; Telephone No.022-24994360,
1. After successful login at Step 1, you will be able to see the
Ms.Pallavi Mhatre, Manager, email ID:pallavid@nsdl.
Home page of e-voting. Click on e-voting. Then, click on
co.in; Telephone No.022-24994545 and Ms.Sarita
Active Voting Cycles.
Mote, Asst.Manager, email ID:evoting@nsdl.co.in;
2. After click on Active Voting Cycles, you will be able to see Telephone No.022-24994890.
all the companies “EVEN” in which you are holding shares
4. Members are encouraged to join the meeting through
and whose voting cycle is in active status.
Laptops for better experience.
3. Select “EVEN” of the Company, which is 113039
5. Further Members will be required to allow camera and
4. Now you are ready for e-voting as the Voting page opens. use internet with a good speed to avoid any disturbance
5. Cast your vote by selecting appropriate options i.e. assent during the meeting.
or dissent, verify/modify the number of shares for which 6. Please note that participants connecting from Mobile
you wish to cast your vote and click on “Submit” and also Devices or Tablets or through Laptop connecting via
“Confirm” when prompted. Mobile Hotspot may experience Audio/Video loss due
6. Upon confirmation, the message “Vote cast successfully” to fluctuation in their respective network. It is therefore
will be displayed. recommended to use Stable WiFi or LAN connection to
mitigate any kind of aforesaid glitches.
7. You can also take the printout of the votes cast by you by
clicking on the print option on the confirmation page.
6
33 r d A n n u a l R e p o r t - 2020
17. Procedure to raise questions/seek clarifications with 19. Process for registration of email id for obtaining
respect to Annual Report: Annual Report and user id/password for e-voting and
As the AGM is being conducted through VC/OAVM for up-dation of bank account mandate for receipt of
the smooth conduct of proceedings of the AGM, Mem- dividend:
bers who would like to express their views/ask question Physical Send a request to the Registrar and Transfer
as a speaker at the Meeting may pre-register themselves Holding Agents of the Company sta@gnsaindia.com,
by sending request from their registered e-mail address providing Folio No., Name of shareholder,
mentioning their name DP ID and Client ID/folio number, scanned copy of the share certificate (front and
PAN, email ID and mobile number at cs@butterflyindia. back), PAN (self attested scanned copy of PAN
com from Thursday 13th August 2020 (9.00 a.m. IST) to card), AADHAR (self-attested scanned copy of
Monday 17th August 2020 (5.00 p.m. IST). Only those Aadhar Card) for registering email address.
Members who have pre-registered themselves as a Following additional details need to be provided
speaker will be allowed to express their views/ask in case of updating Bank Account Details:
questions during the AGM. The Company reserves the a) N
ame and Branch of the Bank in which you
right to restrict the number of speakers depending on wish to receive the dividend,
the availability of time for the AGM.
b) the Bank Account type,
Members are encouraged to submit their questions in
advance with regard to financial statements or any other c) Bank Account Number allotted by their
banks after implementation of Core Banking
matter to be placed at the 33rd AGM from their registered
Solutions
e-mail address, mentioning their name, DP ID and client
ID/folio number and mobile number to reach the Com- d) 9
digit MICR Code Number, and
pany’s email address at cs@butterflyindia.com before e) 1
1 digit IFSC Code
5.00 p.m (IST) on or before 17.8.2020, such questions by
the Members shall be suitably replied to by the Company. f ) a scanned copy of the cancelled cheque
bearing the name of the first shareholder.
18. General Guidelines for Members:
Demat Please contact your Depository Participant
1. Institutional / Corporate shareholders (i.e. other Holding (DP) and register your email address and bank
than individuals, HUF, NRI, etc.) are required to account details in your demat account, as per
send a scanned copy (PDF/JPG Format) of the the process advised by your DP.
relevant Board Resolution/ Authority letter etc., with
attested specimen signature of the duly authorized 20. Other Instructions:
signatory(ies) who are authorized to attend AGM
1. The Scrutinizer shall, immediately after the conclusion of
through VC/OAVM on its behalf and to vote through
voting at the AGM, first count the votes cast during the
remote evoting, by email to evoting@akjainassociates.
AGM, thereafter unblock the votes cast through remote
com with a copy marked to evoting@nsdl.co.in.
e-voting and make, not later than 48 hours of conclusion
2. It is strongly recommended not to share your of the AGM, a consolidated Scrutinizer’s Report of
password with any other person and take utmost the total votes cast in favour or against, if any, to the
care to keep your password confidential. Login to Chairman or a person authorised by him in writing, who
the e-voting website will be disabled upon five shall countersign the same.
unsuccessful attempts to key in the correct password.
2. The result of the electronic voting shall be declared to
In such an event, you will need to go through the
the stock exchanges after the conclusion of AGM. The
“Forgot User Details/Password?” or “Physical User
results along with the Scrutinizer’s Report shall be placed
Reset Password?” option available on https://www.
on the Company’s website www.butterflyindia.com and
evoting.nsdl.com to reset the password.
on the website of NSDL https://www.evoting.nsdl.com
3. In case of any queries relating to e-voting you may immediately. The Company shall simultaneously forward
refer to the FAQs for Shareholders and e-voting the results to National Stock Exchange of India Limited
user manual for Shareholders available at the and BSE Limited, where the shares of the Company are
download section of https://www.evoting.nsdl. listed.
com or call on toll free no.: 1800-222-990 or send
a request at evoting@nsdl.co.in.
7
33 r d A n n u a l R e p o r t - 2020
EXPLANATORY STATEMENT PURSUANT TO Mrs.Maheshwari Mohan, Independent Woman Director

SECTION 102 OF THE COMPANIES ACT, 2013: fulfil the terms and conditions specified under the Act
and Rules made thereunder for her reappointment as an
The following explanatory statement sets out all material
Independent Director. She meets the criteria as prescribed
facts relating to the Special Business mentioned in the
both under Section 149(6) of the Act 2013 and under
accompanying Notice:
Regulation 16(1)(b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Item No.3: Regulations 2015.
The Board of Directors of the Company, on recommendation
Both Nomination and Remuneration Committee of the
of Audit Committee, approved the reappointment of
Directors and the Board were of the opinion, after evaluating
M/s.S.Mahadevan & Co., Cost Accountants (Regn.No.000007),
her performance, appropriate skill, experience, competency
Chennai as Cost Auditors, to conduct the Audit of the cost
and other attributes, that her continued association would
records of the Company for the financial year ending 31st
be immense benefit to the Company and it is desirable to
March 2021.
continue to avail Mrs.Maheshwari Mohan‘s services as an
In accordance with the provisions of Section 148 of the Independent Woman Director.
Companies Act 2013 read with the Companies (Audit and
The Board of Directors at its meeting held on 14.5.2020, on
Auditors) Rules 2014, the remuneration payable to the Cost
the recommendation of the Nomination and Remuneration
Auditors has to be approved by the shareholders of the
Committee, subject to approval of members at the ensuing
Company.
Annual General Meeting, approved the reappointment of
Accordingly, consent of the Members is sought for passing Mrs.Maheshwari Mohan as a Woman Independent Director
an ordinary resolution as set out in Item No.3 of the Notice for a second term of five years w.e.f. 21.8.2020.
for approval of the remuneration amounting to Rs.1,75,000/-
Copy of the draft letter of reappointment of Mrs.Maheshwari
plus applicable taxes, travel and out of pocket expenses to
Mohan as a Woman Independent Director and setting out
the Cost Auditors for the financial year ending on 31.3.2021.
the terms and conditions for the said appointment would be
The Board recommends the Ordinary resolution at Item no.3 available for inspection without any fee by the members at
for approval by the members. the Registered Office of the Company during normal business
hours on any working day, excluding Saturdays.
None of the Directors or key managerial personnel of the
Company or their relatives are concerned or interested, The Board recommends the resolution in relation to
financially or otherwise, in this resolution. reappointment of Mrs.Maheshwari Mohan as a Woman
Independent Director for the approval of the Members.
Item No.4:
MEMORANDUM OF INTEREST:
Mrs.Maheshwari Mohan was appointed as Non-Executive
Independent Woman Director of the Company with effect Save and except Mrs. Maheshwari Mohan, being appointee,
from 21.8.2015 and she holds office upto 20.8.2020 (‘first no other Directors or Key Managerial Personnel of the
term’). Company or their relatives are concerned or interested,
financially or otherwise, in the resolution.
8
33 r d A n n u a l R e p o r t - 2020
Information on directors recommended for appointment / re-appointment as required under Regulation 36(3) of the
SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 issued by the Institute of Company Secretaries of
India.
Name of the Director V.M.Seshadri
DIN 00106506
Date of Birth 04.11.1952
Date of Appointment 01.06.2011
Expertise in specific Functional area Promoter- Entrepreneur and rich experience of over five
decades in all key management area of the home appliances
industry.
Qualification Matriculation
List of Outside Directorship held Nil
Chairman/Member of the Board of Directors of the Member of the Board – Managing Director
Company
Chairman/Member of the Committees of Directors of Nil

other Companies in which he is a Director
a. Audit Committee
b. Nomination & Remuneration Committee
c. Stakeholders’ Grievance Committee
Shareholding if any, in the Company 1251673 (7%)
Relationship between Director, inter-se Messrs.V.M.Lakshminarayanan, Chairman & Managing Director,

V.M.Balasubramaniam, Vice Chairman & Managing Director,
V.M.Gangadharam, Executive Director and V.M.Kumaresan,
Executive Director – Technical of the Company, being relative
of Mr.V.M.Seshadri, Managing Director, who are deemed to be
interested in this Resolution.
9
33 r d A n n u a l R e p o r t - 2020
Name of Director MAHESHWARI MOHAN
Director Identification Number (DIN) 07156606
Date of Birth and Age 30.07.1968 – 52 years
Date of first appointment on the Board 31.03.2015
Qualifications B.A, LLB, M.A [Psychology], LLM (IPR & CYBER LAW)
Brief resume, experience and Nature of Legal:

expertise in specific functional areas. Civil-Criminal-Corporate & FEMA-IPR & Cyber – Commercial Firms –
Trademarks & Copyrights – Consumer – Real Estate – Agreements
– MOU’s – Arbitrations – Tribunals – Sales Tax – Insurance – Company
Law – Employment – Industrial Disputes – Societies – Trust – Association
– Legal Research & Documentation, Non-disclosure Agreements,
Non-Circumvention
Remuneration last drawn NIL
Remuneration sought to be paid. NIL
Shareholding in the company NIL
The number of Meetings of the Board 8

attended during the year (2019-20)
Other Directorships, Membership/ NIL

Chairmanship of Committees of other
Boards
Relationship with other Directors, Manager NIL

and other Key Managerial Personnel of the
Company
Place: Chennai - 600020 By Order of the Board

Date : 12.06.2020 K.S.Ramakrishnan
Company Secretary &
Registered Office: General Manager – Legal
143, Pudupakkam Village,
Vandalur-Kelambakkam Road,
Kelambakkam – 603103
Chengalpet District.
10
33 r d A n n u a l R e p o r t - 2020
REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS
Your Directors have pleasure in presenting this Thirty Third 4. DIRECTORS:

Annual Report together with the Audited Statement of
During the year, Mr. Anand Mundra Nominee Director (DIN
Accounts for the financial year ended on 31st March 2020.
No.03098196) vacated the Directorship due to withdrawal
of nomination with effect from 30.9.2019. The Board of
1. FINANCIAL RESULTS:
Directors places on record their sincere appreciation for the
The Company’s financial performance for the year ended 31st contribution made by Mr. Anand Mundra during the term as
March 2020 is summarised below: Nominee Director of the Company.
(Rs. in lakhs) Mr.V.M.Seshadri (DIN No.00106506), is liable to retire by
Financial Year ended on rotation at the ensuring Annual General Meeting and being
Particulars
31.03.2020 31.03.2019 eligible, offers himself for re-appointment pursuant to the
Revenue from 67,869.50 65,198.32 provisions of section 152(6) (c) of the Companies Act, 2013.
Operations (Net)
The Board seeks the approval of the Members for
Other Income 145.68 204.93
re-appointment of Mrs. Maheswari Mohan (DIN No.07156606)
Operating Expenditure 63,795.23 60,629.58 as an Woman Independent Director for a further term of 5
Operating Profit 4,074.27 4,568.74 years, with effect from 20th August 2020.
Profit before 4,219.95 4,773.67
Depreciation and 5. MANAGEMENT DISCUSSION AND ANALYSIS:
Finance cost
The Directors’ comments on Management Discussion and
Finance Cost 2,413.41 2,245.12 Analysis, which forms a part of this report, are restricted to
Depreciation 1,393.74 1,289.27 the areas which are relevant to the current scenario of the
Profit before Tax 412.80 1,239.28 Company and outlook as Annexure I
Income Tax/Deferred 14.90 282.02
Tax 6. CREDIT RATING:
Profit after Tax 397.90 957.26 The Company is retaining the following CRISIL’s credit ratings
Other Comprehensive (71.36) (36.95) for its bank facilities.
Income net of tax
Long Term CRISIL BBB+/Stable (Upgraded from CRISIL
Total Comprehensive 326.54 920.31
Rating BBB / Positive)
Income for the year
Short Term CRISIL A2 (Upgraded from CRISIL A+3)
2. DIVIDEND: Rating
In view of the impact of COVID-19 and considering the 7. DIRECTORS RESPONSIBILITY STATEMENT:
liquidity, cash flow position and to conserve resources, the
Board of Directors does not recommend Dividend for the In pursuance of Section 134(5) of the Companies Act 2013
financial year under review. (“the Act”), the Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable

3. REVIEW OF OPERATIONS:
accounting standards have been followed along with
During the year under review, the total revenue amounted proper explanation relating to material departures;
to Rs.680.15 crores as against the previous year figure of
b. The directors had selected such accounting policies and
Rs.654.03 crores, a growth around 4% pre-tax profit for the
applied them consistently and made judgments and
year stood at Rs.4.13 crores as against the previous year’s
estimates that are reasonable and prudent so as to give
figure of Rs.12.39 crores. The revenue has grown across all the
a true and fair view of the state of affairs of the Company
retail channels. The outbreak of COVID-19 hit the operations
at the end of the financial year on 31st March 2020 and of
of the Company in the 4th quarter ended 31.3.2020, due to
the profit of the Company for that year;
which your Company could not achieve planned turnover
and profit. c. The directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
11
33 r d A n n u a l R e p o r t - 2020
accordance with the provisions of the Act for safeguarding Act, which has been exhibited in the Company’s website
the assets of the Company and for preventing and www.butterflyindia.com.
detecting fraud and other irregularities;
10. INTERNAL FINANCIAL CONTROLS:
d. The directors had prepared the annual accounts on a
going concern basis; The Company has in place adequate and effective internal
financial control system commensurate with its size and
e. The directors had laid down internal financial controls to
operations.
be followed by the Company that such internal financial
controls are adequate and were operating effectively; 11. STATEMENT ON DECLARATION BY THE
and
INDEPENDENT DIRECTORS OF THE COMPANY:
f. The directors had devised proper systems to ensure The Company has received necessary declaration from
compliance with the provisions of all applicable laws each Independent Director under section 149 (7) of the
and that such systems were adequate and operating Companies Act 2013 that they meet with the criteria of
effectively. their independence laid down in Section 149 (6) of the Act
and Rules made thereunder and also Regulation 16(1) (b)
8. C
ONTRACTS AND ARRANGEMENTS WITH of the SEBI (LODR) Regulations 2015. Further they have also
RELATED PARTIES: confirmed that they are not aware of any circumstance or
All contracts/arrangements/transactions entered by the situation, which exist or may be reasonably anticipated, that
Company during the financial year with related parties were could impair or impact their ability to discharge the duties
in the ordinary course of business and on an ‘arm’s length’ with an objective independent judgement and without any
basis. The Company had not entered into any contract/ external influence.
arrangement/ transactions with related parties which could The terms and conditions of appointment of the Independent
be considered material in accordance with the policy of the Directors are posted on the Company’s website www.
Company on materiality of related party transactions. butterflyindia.com.
The Company enjoys distinct advantages in the form
12. APPOINTMENT OF DIRECTORS AND THEIR
of competitive prices, product quality, economy in
transportation cost and lower inventories by virtue of the REMUNERATION:
existing related party transactions. Pursuant to the provisions of Section 178 (3) of the Act read
with Companies (Meetings of Board and its Powers) Rules
The Board of Directors of your Company, on the 2014 and Regulation 19(4) read with Schedule II Part –D of SEBI
recommendation of the Audit Committee adopted a policy (LODR) Regulations, 2015, the Nomination and Remuneration
on Related Party Transactions, to regulate the transactions Committee has formulated the criteria for determining
between your Company and its Related parties in compliance qualifications, positive attributes and independence of a
with the provisions of the Companies Act 2013 and the SEBI Director and for evaluating performance of the Directors
(LODR) Regulations 2015, the policy as approved by the Board and Key Management Personnel, which can be viewed at the
is uploaded on the Company’s website www.butterflyindia. Company’s website www.butterflyindia.com.
com.
13. KEY MANAGERIAL PERSONNEL (KMP):
Particulars of contract or arrangements with related parties
referred to in Section 188 in Form AOC-2 has been annexed In terms of the provisions of Section 2(51) and 203 of the
as Annexure – II. Act, the following managerial personnel are Key Managerial
Personnel (KMP) of the Company:
9. RISK MANAGEMENT:
¾¾ Mr.V.M.Lakshminarayanan, Chairman & Managing
The Board has formulated the Company’s Risk Management Director
Policy, identifying the elements of risk that the Company
may face, such as strategic, financial, credit, market, ¾¾ Mr.V.M.Balasubramaniam, Vice Chairman & Managing
liquidity, security, property, legal, regulatory and other Director
risks, pursuant to the provisions of Section 134 (3) (n) of the ¾¾ Mr.V.M.Seshadri, Managing Director
12
33 r d A n n u a l R e p o r t - 2020
¾¾ Mr.K.S.Ramakrishnan, Company Secretary & General by the shareholders, every year. The requirement for
Manager–Legal the annual ratification of Auditor’s appointment at the
Annual General Meeting has been omitted pursuant to
¾¾ Mr.R.Nagarajan, Chief Financial Officer
the Company’s Amendment Act 2017 notified on 7th May
2018.
14. P
ROGRAMME FOR FAMILIARISATION OF
The Auditors’ Report to the Shareholders on the finan-
INDEPENDENT DIRECTORS:
cial statement for the year ended 31st March 2020 does
The details of programme for familiarization of independent not contain any qualification, observations or adverse
directors of the Company, their roles, rights, responsibilities in comments.
the Company, nature of the industry in which the Company
ii. Cost Auditor and Cost Audit Report:
operates, business model of the Company and related
matters are put up on the website of the Company at its link The Company is required to maintain cost records as
www.butterflyindia.com. specified by the Central Government as per Section
148(1) of the Act and the rules framed thereunder, and
accordingly, the Company has made and maintained
15. N
OMINATION AND REMUNERATION
such cost accounts and records. In terms of Section
COMMITTEE: 148 of the Act read with Companies (Cost Records and
The Nomination and Remuneration Committee of the Audits) Rules, 2014, the Audit Committee recommended
Company has formulated and devised policies regarding and the Board of Directors appointed M/s.S.Mahadevan
qualifications, positive attributes and independence of a & Co., Cost Auditors (FRN.000007), No1, Lakshmi Nivas, K
Director as also a policy relating to the remuneration for the V Colony Third Street, West Mambalam, Chennai 600 033,
Directors and Key Management Personnel. The Company’s being eligible, for conducting the Audit and cost records
policy in this regard is exhibited in its website www. of the Company for the year 2020-21 as Cost Auditors.
butterflyindia.com. The Company has received their written consent and
confirmation that the appointment will be in accord-
16. PERFORMANCE EVALUATION OF DIRECTORS: ance with the applicable provisions of the Act and rules
The Independent Directors of the Company held a separate framed thereunder.
meeting on 14.05.2020 without the attendance of non- The remuneration payable to Cost Auditors has been
independent Directors and members of management. At approved by the Board of Directors on the recommen-
the said meeting, they reviewed the performance of non- dation of the Audit Committee and in terms of the Act
independent Directors and the Board as a whole, including and Rules therein. The Members are therefore requested
the Chairman of the Company, taking into account the views to ratify the remuneration payable to M/s.S.Mahadevan
of Executive Directors and Non-Executive Directors. Similarly, & Co., as set out in the Notice of the 33rd AGM of the
at a meeting of the Board of Directors held on the same day, Company.
the Board evaluated the performance of each Independent
iii. Secretarial Auditor and Secretarial Audit Report:
Directors and the Committees represented by such
Independent Directors in accordance with the parameters The Board has appointed M/s.A.K.Jain & Associates, Com-
for such evaluation formulated by the Nomination and pany Secretaries, [CP No.3550] No.2 (New No.3), Raja
Remuneration Committee of the Company. Annamalai Road, First Floor, Purasawalkam, Chennai –
600084 to conduct Secretarial Audit under the provisions
17. AUDITORS: of Section 204 of the Companies Act 2013 for the finan-
i. Statutory Auditors and their Report: cial year 2019-20. The Secretarial Audit Report for the
financial year ended 31.3.2020 is annexed to this report
The Members at the 30th Annual General Meeting held
as Annexure III. The Secretarial Audit Report does not
on 7th August 2017 had appointed M/s ASA & Associates
contain any qualification, reservation or adverse remark.
LLP, Chennai as the Statutory Auditors of the Company to
hold office for a term of five years i.e., from the conclusion Your Company complies with all applicable mandatory
of the said Annual General Meeting until the conclusion Secretarial Standards issued by the Institute of Company
of 35th Annual General Meeting of the Company to be Secretaries of India.
held in 2022, subject to ratification of their appointment
13
33 r d A n n u a l R e p o r t - 2020
18. Reporting of Frauds by Auditors Conservation of energy, technology, absorption and

foreign exchange out go:
During the year under review, the Statutory Auditors, Cost
Information relating to energy conservation, technology
Auditors and Secretarial Auditors have not reported any
absorption, foreign exchange earned and spent, and research
instances of fraud committed in the Company by its Officers
and development activities undertaken by the Company in
or Employees, to the Audit Committee under Section 143(12)
accordance with Section 134 (3) (m) of the Act read with Rule
of the Act, details of which needs to be mentioned in this
8(3) (A) of Companies (Accounts) Rules, 2014, are given in
Report.
Annexure – IV of the Directors’ Report.
19. DISCLOSURES:
Extract of Annual Return:
Audit Committee:
As required pursuant to Section 92(3) of the Act and Rule
The Audit Committee comprises Independent Directors, 12(1) of the Companies (Management and Administration)
viz., Messrs.K.Ganesan (Chairman), M.Padmanabhan and Rules 2014, an extract of Annual Return in Form MGT-9 is
A.Balasubramanian (Members) all are qualified as Chartered given in Annexure – V of the Directors’ Report.
Accountants and also V.M.Lakshminarayanan, Chairman
& Managing Director of the Company as a Member. All the Statement pursuant to Rule 5 (1), (2) & (3) of Companies
recommendations made by the Audit Committee were (Appointment and Remuneration) Rules 2014:
accepted by the Board. More details on the committee are
Information as per Section 197 (12) of the Companies Act 2013
given in the Report on Corporate Governance.
read with Rules 5 (1), (2) & (3) of Companies (Appointment
Vigil Mechanism: and Remuneration) Rules 2014 is annexed as Annexure VI of
the Directors’ Report.
The Company has established vigil mechanism for directors
and employees to report genuine concerns pursuant to SEBI Payment of remuneration made to managerial personnel
section 177 (9) and (10) of the Act and Regulation 22 of the is in conformity with Schedule V Part II Section II (A) to the
Listing Regulations, 2015. Companies Act 2013.
The Vigil Mechanism of the Company also incorporates a Corporate Social Responsibility Committee:
Whistle Blower Policy in terms of the Listing Regulations.
Pursuant to the provisions of Section 135(1) of the Act, the
Protected disclosures can be made by a Whistle Blower
Company has constituted a Corporate Social Responsibility
through an` email or dedicated telephone line or a letter
Committee, consisting of two Independent Directors and
addressed to the Chairman of the Audit Committee/
the Chairman & Managing Director of the Company. The said
Executive Director of the Company. The Company’s Whistle
Committee has formulated and recommended to the Board a
Blower Policy may be accessed on its website at the link www.
Corporate Social Responsibility Policy (CSR Policy), indicating
butterflyindia.com.
the activities to be undertaken by the Company, which has
During the year under review, your Company had not received been approved by the Board.
any compliant.
During the year under review, the Company created a plan
Meetings of the Board: to ensure that its CSR initiatives are truly beneficial to the
community in the long run. The company initiated CSR projects
The Board met nine times during the financial year. The
in the area of education, environment and community/social
meeting details are provided in the Corporate Governance
development having duration of more than one year. The
Report forming part of this Board’s Report.
Company regularly spends significant amounts of money
Disclosures under Schedule V (F) of the SEBI (LODR) on various activities aimed at serving communities around
Regulation 2015: the factories. The Company was always contributing to CSR
activities much before it was even mandated for several
Your Company does not have any unclaimed shares issued in years now. However, since the Company did not reach the
physical form pursuant to Public Issue/Right Issue. minimum threshold limits as stipulated in Section 135 (1) of
the Act, the Company is not liable for CSR expenses for the
year under review.
14
33 r d A n n u a l R e p o r t - 2020
During the financial year ended 31st March 2020, the our values come to life through the supporting behaviours.
Committee met once on 06.07.2019. Positive workplace environment and great employees
experience are integral part of our culture. Your Company
The CSR committee confirmed that the implementation believes in providing and ensuring workplace free from
and monitoring of CSR Policy is in compliances with CSR discrimination and harassment based on gender.
objectives and Policy of the Company.
Your Company educates its employees as to what may
Details of CSR Activities are annexed as Annexure VII of the constitute sexual harassment and in the event of any
Directors’ Report. occurrence of an incident constituting sexual harassment;
your Company has created the framework for individuals
BUSINESS RESPONSIBILITY REPORT:
to seek recourse and redressal to instances of sexual
As per Regulation 34 of the SEBI Listing Regulations, a harassment.
Business Responsibility Report is attached as Annexure VIII
of the Directors’ Report. In order to prevent sexual harassment of women at workplace
legislation, The Sexual Harassment of Women at Workplace
CORPORATE GOVERNANCE: (Prevention, Prohibition and Redressal) Act 2013 was notified
In accordance with SEBI (Listing Obligations and Disclosure on 9th December 2013. Under the said Act, every Company
Requirements) Regulations, 2015 (Listing Regulations), is required to set up an Internal compliance Committee
a Compliance Report on Corporate Governance as per and investigate complaints relating to sexual harassment at
Schedule V of the Listing Regulations, along with a Certificate the workplace of any women employee. Further, adequate
of Compliance from the Statutory Auditors and Practising awareness programme was also conducted for the employee
Company Secretary certificate on Director’s eligibility forms of your Company.
part of this report as Annexure IX.
S.No. Particulars Remarks
Details relating to fixed deposits covered under chapter 1 No. of complaints filed – FY NIL
V of the Act; 2019-2020
2 No. of complaints disposed off – FY NIL
The Company is neither inviting nor accepting deposits 2019-2020
from public or shareholders and hence there are no deposits
3 No. of complaints pending as on NIL
outstanding or remaining unpaid as at the end of 31st March 31.3.2020
2020.
Transfer of Investor Education and Protection Fund
Details regarding Loans, Guarantees and Investment [IEPF] - Unclaimed dividends for the year ended 31st
under Section 186 of the Companies Act: March 2012:
During the year under review, your Company had not given Your Company has transferred a sum of Rs.11,42,590/- during
any loan or provide guarantees or made investments covered the financial year 2019-2020 to the Investor Education and
under section 186 of the Companies Act 2013. Protection Fund established by the Central Government, in
Significant and Material orders passed by the Regulators compliance with Sections 123 – 125 of the Companies Act
or Courts or Tribunals which may impact the going 2013. The said amount represents the unclaimed dividends
concern status and Company’s operations in future: for the year ended 31st March 2012, which were lying
unclaimed with your Company for a period of seven years
There is no significant and material orders passed by the from due date of payment.
Regulators/Court which would impact the going concern
status of the your Company and the future operations. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fee
Obligation of your Company under the Sexual Harassment for the year 2020-2021 to both National Stock Exchange of
of Women at the Workplace (Prevention, Prohibition and India Ltd and Bombay Stock Exchange Ltd., with whom the
Redressal) Act 2013: equity shares of the Company have been listed.
Your Company firmly believe in providing safe, supportive
and friendly workplace environment. A workplace where
15
33 r d A n n u a l R e p o r t - 2020
Others: 20. PERSONNEL:

There were no material changes, complaints and The spirit of trust, transparency and teamwork has enabled
commitments, affecting the financial position of the the Company to build a tradition of partnership and
Company which have occurred between financial year ended harmonious industrial relations. Your Directors record their
31.03.2020 and the date of this report. sincere appreciation of the dedication and commitment of
the employees at all levels to achieve excellence in all areas
¾¾ No equity shares were issued with differential rights of the business.
as to dividend voting or otherwise.
¾¾ The Company has not resorted to any buy back of the 21. ACKNOWLEDGEMENTS:
equity shares during the year under review. Your Directors take this opportunity to thank, in particular
¾¾ There was no fraud reported by the auditors of the State Bank of India and other Consortium Banks, Fullerton
Company under Section 143(12) of the Act to the India Credit Company Limited, Indian Oil Corporation Ltd.,
Audit Committee. Bharat Petroleum Corporation Ltd. and Hindustan Petroleum
Corporation Ltd. for the co-operation extended by them.
¾¾ The Company has complied with Secretarial Our thanks are also due to employees at all levels, suppliers,
Standards issued by the Institute of Company distributors, dealers and customers for their strong support.
Secretaries of India on Board Meeting and Annual
General Meeting. Your Directors also thank the shareholders for their continued
confidence and trust placed by them with the Company.
¾¾ No equity shares (including sweat equity shares) were
issued to employee of your Company, under any
For and on behalf of the Board
Scheme.
Chennai - 600020 V.M.LAKSHMINARAYANAN
Date – 12.06.2020 Chairman & Managing Director

16
33 r d A n n u a l R e p o r t - 2020
Annexure I
MANAGEMENT DISCUSSION AND ANALYSIS
1. Company Overview b. India and growth performance

The Company is one of the largest Kitchen Appliances GDP growth rate is estimated at 5% in 2019-20 as compared
companies in India. The Company sells its products branded to 6.8% in 2018-19 and end up with around 4.5%. It is
as “Butterfly” across the country through distributors, direct lowest in nearly 7 years. GDP growth decelerated for the
dealers, modern trade, online channels, Oil Marketing six consecutive quarters. The Indian economy has been
Channel etc. The Company manufactures LPG Stoves, Mixer experiencing significant slowdown over the past few quarters.
Grinders, Table Top Wet Grinders and Stainless Steel and The outbreak of COVID 19 has disrupted demand and supply
Aluminium Pressure Cookers amongst others. The Company chains across industries, negatively impacting the business
is a leading state-of-the-art manufacturer of Domestic of companies and driving the global economy towards a
Kitchen and Electrical Appliances in India established in 1986. recession and economic growth down below 2.5%. The
The Company is ranked amongst the top manufacturers in Government of India has announced a variety of measures
the domestic kitchen appliances sector. to tackle the situation, from food, security and extra funds
for healthcare, sector related incentive and tax deadlines
2. Economic Overview extended. The Reserve Bank of India also announced a
a. Global Outlook: Regulatory Package to mitigate the burden of debt servicing
The coronavirus (COVID-19) pandemic is dealing a severe brought by disruptions on account of COVID-19 pandemic
blow to the global economy. Measures needed to protect and to ensure to continuity of viable business. With the
public health have undercut an already fragile global prolonged country wide lockdown, global economic
economy, causing deep recessions in advanced economies downturn and associated disruption of demand and supply
and emerging market and developing economies (EMDEs) chains, the economy is likely to face the protracted period of
alike. EMDEs that have weak health systems; those that slow down. Governments have imposed stringent lockdown
rely heavily on global trade, tourism, or remittances from in a bid to contain the spread of the disease. This in turn has
abroad; and those that depend on commodity exports will forced companies to reconfigure how the current business
be particularly hard-hit. In the long-term, the pandemic will are supported and delivered. However, it is becoming evident
leave lasting damage in EMDEs through lower investment; that those who have previously digitized their operations
erosion of physical and human capital due to closure of have been more resilient. Particularly, in the medium and
businesses and loss of schooling and jobs; and a retreat from long term, it is very likely that business will continue to spend
global trade and supply linkages. These effects will lower on automation and try to reduce the work force due to social
potential output -the output an economy can sustain at full distancing.
employment and capacity—and labour productivity well into Domestic Appliances Industry and Company’s
the future. (Source - World Bank). prospective:
As a result of the COVID-19 pandemic, the global economy Indian domestic appliances market continue to show
is projected to contract sharply by 3 percent in 2020, much resilience and recorded good growth during the past few
worse than during the 2008–09 financial crisis. In a baseline years based on the increasing consumer consumption trends
scenario--which assumes that the pandemic fades in the and the rise in the per capita income as well as earnings and
second half of 2020 and containment efforts can be gradually growing population across various regions of the states.
unwound—the global economy is projected to grow by 5.8 Increased demand is seen for branded products from rural
percent in 2021 as economic activity normalizes, helped by areas. The rural population’s better awareness of higher
policy support. The risks for even more severe outcomes, quality and durability, serves as one of the key drivers for
however, are substantial. Effective policies are essential to the growth of the Indian Domestic appliances market. This
forestall the possibility of worse outcomes, and the necessary is mainly driven by the increasing disposable incomes and
measures to reduce contagion and protect lives are an the changing lifestyle and food habits, which initiate an
important investment in long-term human and economic inclination toward sophistication of kitchens, seeking to carry
health. (Source – IMF – World Economic Outlook 2020). out the cooking experience with ease and a sense of comfort,
especially for the growing working women population. India
17
33 r d A n n u a l R e p o r t - 2020
Annexure I
is one of the largest online markets with more than 540 and expanded network dealers will help the Company to
million internet users. With the Digital India initiative taken consolidate its gain further and grow ahead of the Industry
by the present government, internet penetration is giving in the coming years.
newer impetus for the market to venture into this strongly
emerging channel of distribution to capture maximum sales, The industry is highly fragmented in the hands of several
and, in turn, meet the consumer demand effectively. organized and unorganized players. The Kitchen Appliances
Industry in India is rising significantly due to the attractiveness
The Company performed well up to 3rd quarter in the financial of the opportunity, irrational discounting and large potential
year 2019-20. The Company launched new products in non- competition. Several competitors who are attracted to the
stick cook ware, new model mixer grinder (premium and growth and returns offered by this industry have emerged.
economy segment) and stainless steel vacuum flasks as These companies have short term agendas and are sourcing
well as water bottle with a new and improved version. Oil lower value/substandard quality products and participating
Company channel sales of LPG stoves deceased unexpectedly in the Indian markets through unsustainable practices. This
due to sudden stoppage of Prime Minister Ujjwala Yojana can cause temporary distortions in prices and demand,
Scheme; still, the Company achieved the turnover as per plan especially to long term players who are focused on quality.
up to 3rd quarter ended 31st December 2019. In the month of
March 2020, the pandemic had paralysed economies due to 4. Financial Performance:
prolonged countrywide lockdown. The impact of COVID-19 The summary of operating results is already covered in Board’s
affected the Company’s turnover as well as profitability. Report. Revenue from online channels growth is phenomenal
The Company lost revenue of Rs. 40 crore in March 2020 during the year. Online channel is now approximately 20% of
which resulted in lower profitability for financial year 2020. the revenue of the Company. The Company grew by 13 %
The Company has reset the business plan and focused on in the first 9 months of the financial year. However, due to
developing a lean structure to steer through the uncertain lockdown in March the overall revenue growth is only 4% in
business environment. The ERP of the company is fully financial year 2020 as compared to financial year 2019. The
integrated from raw material sourcing to sales and to debtors raw material prices were stable throughout the year. Man
monitoring that has helped the Company in uncertain times to power costs increased due to the general hike in salaries
recover faster and restart operations with minimal manpower. granted to retain talent in a competitive environment as well
as dearness allowance in line with cost of living index. The
3. Opportunities and Threats operating margin has drastically decreased due to impact
The brand “Butterfly” is Company’s strength along with of CoVID-19 unexpected lockdown. The depreciation and
bench mark for quality in the Domestic appliances segment amortisation was at Rs.1393.74 lakhs against Rs.1289.27
and the trust it enjoys amongst its customer base. The lakhs in the previous year 2019. The Profit before Tax of the
Company operates multi product manufacturing units, Company was Rs. 412.80 lakhs as on 31st March 2020 as
distribution channel, in-house R & D, sourcing and servicing. against Rs. 1239.28 in the previous year 2019.
Urban markets are major contributors of the total revenues
in the Consumer Durable sector in India. The industry 5. Sales Performance:
flourished by latest innovation with untapped potential Total net sales stood at Rs.678.70 crores for financial year
market. The consumers now consider appliances as lifestyle 2019-2020 as compared to Rs.651.98 crores in the financial
products and are open to pay increased prices for products year 2018-2019.
that are ergonomically designed and offer multiple features.
Aspirational lifestyle and availability of zero financing options, Net Sales is as under:
innovative credit facilities by banks and propelling demand (Rs. in crores)
for premium products have been a consistent trend over past
Product FY 2019-20 FY 2018-19
few years.
Kitchen Appliances 517.80 514.30
Strong presence of the Company in all segments of Domestic Cooker/Cookware 123.40 104.40
appliances industry including LPG stoves, Mixer Grinders,
Others 37.40 33.28
Cookers and Table Top Wet Grinders, planned new launches
18
33 r d A n n u a l R e p o r t - 2020
Annexure I
Key Financial Ratios date and does not impose any potential hazards that could
cause accidents at the workplace. Periodic maintenance
Change
Particulars 2019-20 2018-19
in %
checks to equipment are conducted to assure that they meet
acceptable safety requirements.
Debtors Turnover Ratio 5.80 5.27 10.16%
Inventory Turnover Ratio 3.99 4.59 –13.05% The Company also actively manages risks arising from
Interest Coverage Ratio 1.75 2.13 –17.76% credit, raw material price fluctuation and foreign exchange
Current Ratio 1.19 1.24 –4.13% volatility, besides the financial risks which include liquidity
Debt Equity Ratio(%) 0.90 0.81 10.69%
management and close monitoring of interest costs.
Operating Profit Margin (%) 6.00 7.01 –14.33%
Net profit Margin((%) 0.48 1.41 –65.91% 8. Internal Control Systems
Return on net worth 1.69 4.86 –65.12% The Company and the Management have adequate
internal control systems in place to safeguard and shield
Note : During the year, due to COVID-19, there is an impact in
the Company from losses and in ensuring proper use
Q4 Turnover and profitability. Due to that impact, Net profit
of its assets. The fully integrated Enterprise Resource
Margin and Return on Net worth came down comparing with
Planning (ERP) along with Microsoft Power BI software helps
previous year.
the senior management to monitor every aspect of the
6. Outlook business closely. The Company always adheres to prescribed
guidelines and follows all Accounting Standards prescribed
The global economy is affected due to novel coronavirus
for maintenance of books of account and reporting of
pandemic which has forced businesses across the world to
financial statements. The appointed independent internal
suspend operations leading to periodical interruption. There
auditors monitor and report on the effectiveness of the
will be a revenue loss in financial year 2020-2021 because
internal control systems of the various areas of operations.
of very weak Q1 due to lockdown. However we expect
Key matters that are reported in the Internal Audit are
improvements with opportunity from later half of the current
brought to the notice of the Audit Committee of the Board
financial year. The Company has resumed operations and
of Directors and corrective measures are recommended and
is targeting maximum capacity utilization from July 2020
appropriate actions are taken. The Internal Control systems
onwards. The Company has taken steps to reduce fixed
ensure the business operations function efficiently and the
costs to achieve breakeven in profitability in financial year
applicable laws, rules, regulations, policies of the Company
2020-2021.
are followed, in addition to safeguarding the reliability of
7. Risk and Concerns financial reporting.
Risk management is an integral function of the overall 9. Capital Expenditure

management and is embedded across all of the business
During FY 2018-2019, Rs. 14.45 crores capital expenditure
processes undertaken by the Company. To manage risks, the
was incurred towards enhancing our manufacturing capacity.
Company’s Risk Management team continuously assesses
For FY 2019-2020, a capital expenditure of Rs.15.90 crores were
and monitors business practices, ensuring the smooth flow
incurred for modernisation of infrastructure facilities,
of operations and adhering to stringent guidelines. The
machinery/equipment and tools/dies.
Company has a risk management policy and framework in
place, with processes to strategize, monitor, identify, assess 10. Balance Sheet
and mitigate risks that could impact sustainability of business
There was no fresh issuance of equity capital during the
operations.
year. Debt increased as the Company opted for Long-term
All fixed assets are covered by the insurance policy and the Borrowings in order to meet its business requirements
renewals are made in time. and also to improve the current ratio. The debt equity ratio
was continuing to be at healthy level.
BGMAL implements comprehensive risk management
practices across its operations. We are committed to providing 11. Accounting Treatment
the highest degree of safety to our employees, especially In the preparation of financial statements, the Company
at factories. Regular machinery inspections are important has not followed a treatment different from that prescribed
to ensure that the functionality of the machinery is up to
19
33 r d A n n u a l R e p o r t - 2020
Annexure I
in Accounting Standards. The Company have adopted the awareness and the new remote way of working with
Indian Accounting Standards with effect from April 2017. a focus on health and wellness of the employees.
12. Human Resources ¾¾ Established detailed protocol for evacuation and

sanitization of our factory premises and corporate
The Company strives to maintain a cordial relationship office in the event as per guidelines issued by the
and healthy atmosphere with its employees at all levels. State/Central Government.
Continuous commitment to upgrading skills is an integral
part of the human resource development policy of the ¾¾ Increased levels of sanitization of our factory,
Company. The Company is an equal opportunity employer corporate office, branch offices and transport vehicles
and promotes diversity in its workforce. Equal opportunities and implemented various social distancing measures.
are given to optimize their potential and improve their ¾¾ Ensure availability of thermal scanners, masks,
standard of living. hygiene products and medicines in all our work
places.
The Company lays great emphasis on retention of its human
talents. The Company invests in human resource intangibles ¾¾ Created detailed plans for enabling return-to- work in
from time to time by providing on the job training, in-house a phased manner, emphasised social distancing and
and external training programs and workshops related to hygiene.
technical/functional, behavioural/general and health and
safety ISO certification standards, etc., which motivates 13. Cautionary Statement
employee productivity and skills. Competitive remuneration Certain Statements made in the Management Discussion
is awarded to employees on a timely basis and the Company and Analysis Report relating to the company’s objectives,
ably maintains amicable industrial relations at all plants. As projections, outlook, expectations, estimates and others may
on March 31, 2020, the total workforce of the Company stood constitute ‘forward looking statements’ within the meaning
at 1353 employees. of applicable laws and regulations. Actual results may differ
from such expectations, projections and so on whether
Employees’ welfare is a paramount consideration of the
express or implied. Several factors could make a significant
Company. Due to COVID-19 pandemic following actions have
difference to the Company’s operations. These include
been taken:
climatic conditions and macroeconomic conditions affecting
¾¾ As per State/Central Government guidelines the demand and supply, government regulations and taxation,
Company encouraged the ‘work from home’ and natural calamities and so on, over which the company does
several initiatives were rolled out to make factory not have any direct control.
teams and managers effective while working from
different locations. Initiatives related to COVID-19
20
33 r d A n n u a l R e p o r t - 2020
ANNEXURE –II
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN

SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013.
Form No. Aoc-2
Date of
Salient terms of
Duration of approval by Amount
Nature of contracts/ the contracts or
S. Name(s) of the related party contracts/ the Board / paid as
arrangements/ arrangements or
No. and nature of relationship arrangements / Member advance,
transactions transaction including the
transactions at General if any,
value, if any,
Meeting
1 East West Combined Purchase of goods 01.04.2019 to Aggregate value of 02.04.2019 NIL
Industries – The Proprietor is Sale of goods 31.03.2020 Purchase of goods - not
daughter of Mr.V.M.Seshadri, exceeding Rs.1000 lakhs
Managing Director Aggregate value of Sale
of goods-not exceeding
Rs.10 lakhs
2 Sivagurunathan Industries Purchase of goods 01.04.2019 to Aggregate value of 02.04.2019 NIL
– Partners are relatives of Sale of goods 31.03.2020 Purchase of goods - not
Messrs. V.M.Lakshminarayanan exceeding Rs.600 lakhs.
Chairman & Managing Aggregate value of Sale
Director, V.M.Seshadri, of goods - not exceeding
Managing Director and Rs.125 lakhs
V.M.Gangadharam, Executive
Director
3 LLM Appliances Private Purchase of goods 01.04.2019 to Aggregate value of 02.04.2019 NIL
Limited. - Directors viz., Sale of goods 31.03.2020 Purchase of goods-not
Messrs.V.M. Balasubramaniam, exceeding Rs. 100 lakhs.
Vice Chairman & Managing Aggregate value of Sale
Director, V.M.Gangadharam, of goods - not exceeding
Executive Director and Rs.100 lakhs
V.M.Kumaresan, Executive
Director-Technical, who are
the Promoter-Directors of the
Company.
4 Bean and Leaf Beverages Beverage vending 01.04.2019 to Aggregate value not 02.04.2019 NIL
Private Limited – Directors services 31.03.2020 exceeding the charges of
are relatives of Messrs. Sale of goods other vendors for similar
V.M.Lakshminarayanan service - Rs.20 lakhs.
Chairman & Aggregate value of Sale
Managing Director, of goods - not exceeding
V.M.Balasubramaniam, Rs.5 lakhs
Vice Chairman & Managing
Director and V.M.
Gangadharam, Executive
Director
5 Chrysalis Home Needs Private Sale of goods 01.04.2019 to Aggregate value of Sale 02.04.2019 NIL
Limited, Directors are relatives 31.03.2020 of goods - not exceeding
of Messrs.V.M. Lakshmi- Rs.10 lakhs
narayanan, Chairman &
Managing Director and
V.M. Seshadri, Managing
Director.
21
33 r d A n n u a l R e p o r t - 2020
Annexure II
Date of
Salient terms of
Duration of approval by Amount
Nature of contracts/ the contracts or
S. Name(s) of the related party contracts/ the Board / paid as
arrangements/ arrangements or
No. and nature of relationship arrangements / Member advance,
transactions transaction including the
transactions at General if any,
value, if any,
Meeting
6 H&S Supply Chain Services Providing 3PL Logistic 01.04.2019 to Aggregate value for the 02.04.2019 NIL
Pvt.Ltd – Directors are services. 31.03.2020 services rendered - not
relatives of Mr.V.M.Seshadri, Sale of goods exceeding Rs.3700 lakhs
Managing Director Aggregate value of Sale
of goods - not exceeding
Rs.10 lakhs.
7 Swaminathan Enterprises Purchase of goods 01.04.2019 to Aggregate value of 02.04.2019 NIL
Private Limited -Directors are Sale of goods 31.03.2020 Purchase of goods-not
relatives of Mr. V.M. Seshadri, exceeding Rs. 1000 lakhs.
Managing Director Aggregate value of sales
not exceeding Rs.100 lakhs
8 B-Cube Ventures LLP – Providing Travel and 01.04.2019 to Aggregate value of the 02.04.2019 NIL
Partners are relative of Tour Services 31.03.2020 services rendered – not 01.11.2019
Mr.V.M.Balasubramaniam, exceeding Rs.300 lakhs.
Vice Chairman & Managing Additional limit of Rs.200
Director lakhs.
9 Rishaba Industries LLP – Purchase of goods 01.04.2019 to Aggregate value of 01.11.2019 NIL
Partners are relatives of 31.03.2020 Purchase of goods-not
Mr.V.M.Kumaresan, Executive exceeding Rs. 300 lakhs.
Director-Technical
10 Mr.V.M.L.Karthikeyan- son of Holding office or From 01.06.2013 Working as Senior Vice 26.7.2013 NIL
Mr.V.M. Lakshminarayanan, place of profit in the onwards President – Marketing. (special
Chairman & Managing Company Salary – Rs.38.07 lakhs resolution at
Director p.a.* AGM)
11 Mr.G.Viswanathan – son Holding office or From 01.06.2013 Working as Senior Vice 26.7.2013 NIL
of Mr.V.M.Gangadharam place of profit in the onwards President – Materials (special
Executive Director Company Management. Salary - resolution at
Rs.36.96 lakhs p.a.* AGM)
12 Mr.V.M.L.Senthilnathan-son Holding office or From 01.06.2013 Working as Senior Vice 26.7.2013 NIL
of Mr.V.M. Lakshminarayanan, place of profit in the onwards President – Technical. (special
Chairman & Managing Company Salary - Rs.36.96 lakhs p.a.* resolution at
Director AGM)
13 Mr.V.M.L.Ganesan, Holding office or From 01.06.2013 Working as Vice President 26.7.2013 NIL
son of Mr.V.M. place of profit in the onwards – Sales. Salary – Rs.35.85 (special
Lakshminarayanan, Chairman Company lakhs p.a. * resolution at
& Managing Director AGM)
14 Mr.V.M.G.Mayuresan – son Holding office or From 01.06.2013 Working as Vice President 26.7.2013 NIL
of Mr.V.M. Gangadharam, place of profit in the onwards – Corporate Strategy & (special
Executive Director Company Finance. Salary – Rs.35.10 resolution at
lakhs p.a. * AGM)
* revision of remuneration w.e.f. 01.01.2020 has been approved by the Members through Postal Ballot declared on 31.12.2019.
22
33 r d A n n u a l R e p o r t - 2020
ANNEXURE III
FORM NO.MR-3
SECRETARIAL AUDIT REPORT (a)
The Securities and Exchange Board of India
FOR THE FINANCIAL YEAR ENDED 31.03.2020 (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
[Pursuant to section 204(1) of the Companies Act, 2013, and
Rule No.9 of the Companies (Appointment and Remuneration (b)
of Managerial Personnel) Rules, 2014] (Prohibition of Insider Trading) Regulations, 2015;
(c)
To, (Registrars to an Issue and Share Transfer Agents)
The Members, Regulations, 1993 regarding the Companies Act and
M/s. BUTTERFLY GANDHIMATHI APPLIANCES LIMITED dealing with client;
We have conducted the Secretarial Audit of the compliance (d)
of applicable statutory provisions and the adherence to (Listing Obligations and Disclosure Requirements)
good corporate practices by M/s. Butterfly Gandhimathi Regulation, 2015.
Appliances Limited (CIN: L28931TN1986PLC012728) We report that, the following Regulations and Guidelines
(Hereinafter called as “the Company”). The Secretarial Audit were not applicable to the Company during the audit period:-
was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory (a)
The Securities and Exchange Board of India (Issue of
compliances and expressing our opinion thereon. Capital and Disclosure Requirements) Regulations,
2009;
Based on our verification of the Company’s books, papers,
(b)
minute books, forms and returns filed and other records
(Employees Stock Option Scheme and Employee
maintained by the Company and also the information
Stock Purchase Scheme) Guidelines, 1999;
provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we (c)
The Securities and Exchange Board of India (Delisting
hereby report that in our opinion, the Company has, during of Equity Shares) Regulations, 2009;
the audit period covering the financial year ended on March (d)
The Securities and Exchange Board of India (Issue
31, 2020, complied with the statutory provisions and also that and Listing of Debt Securities) Regulations, 2008;
the Company has proper Board-processes and compliance and
mechanism in place to the extent, in the manner and subject
(e)
The Securities and Exchange Board of India (Buyback
to the reporting made hereinafter:
of Securities) Regulations, 1998.
We have examined the books, papers, minute books, forms We further report that with respect to the other laws
and returns filed and other records maintained by the specifically applicable to the Company are furnished below:
Company for the financial year ended on March 31, 2020
according to the provisions of: 1. Factories Act, 1948;
2. Shop and Establishment Act, 1947;
(i) The Companies Act, 2013 (the “Act”) and the rules made
thereunder; 3. The Legal Metrology Act, 2009;
(ii) The Securities Contracts (Regulation) Act, 1956 and rules 4. Acts relating to Protection of Intellectual Property
made thereunder; Rights;
5. Acts relating to Prevention and Control of Pollution.
(iii) The Depositories Act, 1996 and regulations and bye-laws
framed thereunder; We further report that the applicable financial laws such as the
(iv) Foreign Exchange Management Act, 1999 and the rules Direct and Indirect Tax Laws, have not been reviewed under
and regulations made thereunder; our audit as the same falls under the review of statutory audit
by other designated professionals.
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, We have also examined the applicable clauses of the
1992 (‘SEBI Act’): following:
23
33 r d A n n u a l R e p o r t - 2020
ANNEXURE III
(i) Listing Agreement entered into by the Company from 01.12.2019 to 30.11.2024, Re-appointment of Mr.V.M.
with BSE Limited & National Stock Exchange of India Balasubramaniam as Managing Director of the Company
Limited. for a period of five (5) years, with effect from 01.08.2019
(ii)
Secretarial Standards issued by The Institute of to 31.07.2024, Re-appointment of Mr.K.Ganesan, Mr. M.
Company Secretaries of India. Padmanabhan, Mr. A. Balasubramanian, Mr. G. S. Samuel
and Mr. T. R. Srinivasan as Independent Directors of the
During the period under review, the Company has complied Company for the second term of five (5) consecutive
with the provisions of the Acts, Rules, Regulations and years with effect from 01.08.2019 to 31.07.2024;
Guidelines as mentioned above.
b) Alteration of Article No.130 of the Articles of Association
We further report that: of the Company under Section 14 of the Companies Act,
2013; and
a). The Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, c) Increase in remuneration of Mr. V.M.L.Karthikeyan,
Non-Executive Directors and Independent Directors. The Senior Vice President - Marketing, Mr. G. Viswanathan,
changes in the composition of the Board of Directors that Senior Vice President – Materials Management, Mr.V.M.L.
took place during the period under review were carried Senthilnathan, Senior Vice President – Technical, Mr.
out in compliance with the provisions of the Act. V.M.L. Ganesan, Vice President – Finance, Mr. V.M.G.
Mayuresan, Vice President – Corporate Strategy, under
b). Adequate notice is given to all Directors to schedule Section 188 of the Companies Act, 2013.
the Board Meetings, Agenda were sent at least seven
days in advance and a system exists for seeking and We further report that based on the written representations
obtaining further information and clarifications on the received from the officials /executives of the Company,
agenda items before the meeting and for meaningful we state that there are adequate systems and processes
participation at the meeting and other business which commensurate with the size and operations of the company
are not included in the Agenda are considered vide to monitor and ensure compliance of such applicable laws,
supplementary agenda subject to consent of the Board rules, regulations and guidelines.
of Directors.
Place : Chennai
c). All the decisions at Board meetings and Committee Date : 10.06.2020 Sd/-
Meetings are carried out unanimously as recorded in For A.K JAIN & ASSOCIATES
the minutes of the meetings of the Board of Directors or Company Secretaries
Committee of the Board, as the case may be. BALU SRIDHAR
We further report that during the year under review the Partner
Company had obtained approval of Members of the Company FCS No. 5869
by way of Postal Ballot in respect of: C. P. No. 3550
a) Re-appointment of Mr. V. M. Lakshminarayanan, as

Managing Director, for a period of five (5) years, with effect
24
33 r d A n n u a l R e p o r t - 2020
ANNEXURE IV
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

[Pursuant to Section134 (3)(m) of the Companies Act (ii) The benefits derived like product improvement, cost
2013 read with Rule 8 of Companies (Accounts) Rules reduction, product development or import substitution:
2014]
The benefits derived include product improvement and
[A] Conservation of Energy: reduction in labour cost.
The Company has a well organised, structured and continuous
(iii) in case of imported technology (imported during the last
focus on improvement in efficiency of the machine, utility
three years reckoned from the beginning of the financial
and infrastructure. Some of the key initiatives for conserving
year)
energy saving during the financial year 2019-2020 were:
The details of technology imported - No technology
(a)
1. New method implemented in Manual Polish Motor for has been imported.
energy saving.
The year of import – Not Applicable
(b)
2. Hydraulic Lid embossing – replace the Flange mounting
Whether the technology been fully absorbed - Not
(c)
motor in Hydraulic Power back for the purpose of energy
Applicable
saving.
If not fully absorbed, areas where absorption has not
(d)
3. Replacement of conventional light with LED lights in taken place, and the reasons thereof - Not Applicable
plants resulted in saving of electricity consumption.
(iv) the expenditure incurred on Research and Development:
4. Variable Frequency Drive (VFD) for energy motor pumps,
(Rs. in lakhs)
sunray finishing process resulted in energy conservation.
(a) Capital 183.95
5. Providing VFD drives for Induction motors and saving
(b) Recurring 3.82
energy
(c) Total 187.77
6. Switching OFF the high capacity motors in Presses &
Compressors if running idle for specified time. [C] Foreign Exchange earnings and outgo:
Foreign Exchange earnings : Rs. 1480.72 lakhs

[B] Technology absorption:
Foreign Exchange outgo : Rs.7548.24 lakhs
(i) Efforts made towards technology absorption:
Regular initiatives are taken in updating the technology Place : Chennai 600020 For and on behalf of the Board
in the process area. Date : 12.06.2020 V.M.LAKSHMINARAYANAN
Chairman & Managing Director
25
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
Form No. MGT-9
EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2020.
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

(i) CIN : L28931TN1986PLC012728
(ii) Registration Date : 24.02.1986
(iii) Name of the Company : Butterfly Gandhimathi Appliances Limited
(iv) Category / Sub-Category of the Company : Public Limited Company
(v) Address of the Registered Office and Contact Details : 143, Pudupakkam Village,
Vandalur-Kelambakkam Road,
Kelambakkam - 603 103
Chengalpet District,
Tamil Nadu
(vi) Whether Listed Company : Yes
(vii) Name, Address and Contact details of Registrar and : GNSA INFOTECH PRIVATE LTD
Transfer Agent, if any NELSON CHAMBERS, F-BLOCK, 4th FLOOR
#115, NELSON MANICKAM ROAD,
AMINTHAKARAI,
CHENNAI - 600 029
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% of more of the total turnover of the Company shall be stated:
Sl. % to total turnover
Name and Description of main products / services NIC Code of the Product / Service
No. of the Company
1 LPG Stove 27504 28.90
2 Mixer Grinder 27501 28.92
3 Table Top Wet Grinder 27501 11.61
4 Pressure Cooker 27504 16.06
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. Name and Address of the Holding / Subsidiary / % of Shares Applicable
CIN / GLN
No. Company Associate held Section
NONE
26
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Shareholding:
No. of Shares held at the No. of Shares held at the

beginning of the year end of the year %
Category of Shareholders Change
Demat Physical % of % of during
Demat Physical Total Total Demat Physical Total Total the year
Shares Shares
A. Promoters
(1) Indian
(a) Individual / HUF 5061631 0 5061631 28.31 5027607 0 5027607 28.12 (0.19)
(b) Central Govt. / State - - - - - - - - -
Govt(s).
(c) State Govt(s). - - - - - - - - -
(d) Bodies Corporate 6553665 0 6553665 36.65 6553665 0 6553665 36.65 0.00
(e) Banks / FI - - - - - - - - -
(f ) Any other - - - - - - - - -
Sub-Total (A)(1) 11615296 0 11615296 64.96 11581272 0 11581272 64.77 (0.19)
(2) Foreign
(a) NRIs – Individuals - - - - - - - - -
(b) Other – Individuals - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Banks / FI - - - - - - - - -
(e) Any other - - - - - - - - -
Sub-total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding 11615296 0 11615296 64.96 11581272 0 11581272 64.77 (0.19)
of Promoter
(A) = (A)(1) + (A)(2)
B. Public Shareholding
(1) Institutions
(a) Mutual Funds 940650 30 940680 5.26 1085281 30 1085311 6.07 0.81
(b) Banks / FI 0 2000 2000 0.01 64832 2000 66832 0.37 0.36
(c) Central Govt. - - - - - - - - -
(d) State Govt(s). - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f ) Insurance Companies - - - - - - - - -
(g) FIIs - - - - - - - - -
(h) Foreign Portfolio 28815 0 28815 0.16 290050 0 290050 1.62 1.46
Investor
(i) Any other : Alternate 1444710 0 1444710 8.08 487458 0 487458 2.73 (5.35)
Investment Fund
Sub-Total (B)(1) 2414175 2030 2416205 13.51 1927621 2030 1929651 10.79 (2.72)
(2) Non-Institutions - - - - - - - - -
(a) Bodies Corporate - - - - - - - - -
(i) Indian 419778 2729 422507 2.36 259966 2729 262695 1.47 (0.89)
(ii) Overseas - - - - - - - - -
27
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
No. of Shares held at the No. of Shares held at the

beginning of the year end of the year %
Category of Shareholders Change
Demat Physical % of % of during
Demat Physical Total Total Demat Physical Total Total the year
Shares Shares
(b) Individuals - - - - - - - - -
(i) Individual 2249067 692812 2941879 16.45 2348763 667983 3016746 16.87 0.42
Shareholders holding
Nominal Share Capital
up to Rs.1 lakh
(ii) Individual 310044 0 310044 1.73 857917 0 857917 4.80 3.06
Shareholders holding
Nominal Share Capital
in excess of Rs.1 lakh
(c) Others (specify) - - - - - - - - -
(i) Non Resident Indians 144376 2303 146679 0.82 189161 2303 191464 1.07 0.25
(ii) Clearing Members 26941 0 26941 0.15 39455 0 39455 0.22 0.07
(iii) Clearing Members 0 0.00 351 0 351 0.00 0.00
Sub-Total (B)(2) 3150206 697844 3848050 21.52 3695613 673015 4368628 24.43 2.91
Total Public 5564381 699874 6264255 35.04 5623234 675045 6298279 35.23 0.19
Shareholding (B) =
(B)(1) + (B)(2)
(C) Shares held by
Custodian for GDRs
& ADRs
Grand Total (A+B+C) 17179677 699874 17879551 100.00 17204506 675045 17879551 100.00 0.00
(ii) Shareholding of Promoter

Shareholding at the Shareholding at the
beginning of the year end of the year
% Change in
Sl. % of Shares % of Shares Shareholding
Shareholder’s Name % of Total % of Total
No. Pledged / Pledged / during the
No. of Shares No. of Shares
encumbered encumbered year
Shares of the Shares of the
to Total to Total
Company Company
Shares Shares
1 V. M. SESHADRI 1251673 7.00 0 1251673 7.00 0 0.00
2 V. M. LAKSHMINARAYANAN 1000965 5.60 0 1000965 5.60 0 0.00
3 V. M. BALASUBRAMANIAM 570130 3.19 0 570130 3.19 0 0.00
4 V. M. GANGADHARAM 494083 2.76 0 494083 2.76 0 0.00
5 V. M. KUMARESAN 487804 2.73 0 487804 2.73 0 0.00
6 V. M. K. MANGALAM 218947 1.22 0 218947 1.22 0 0.00
7 V. M. B. UNNAMALAI 217750 1.22 0 217750 1.22 0 0.00
8 V. M. L. SHENBAGA LAKSHMI 217750 1.22 0 217750 1.22 0 0.00
9 V. M. G. SIVAKAMI 217750 1.22 0 217750 1.22 0 0.00
10 V. M. S. KARPAGAM 217750 1.22 0 217750 1.22 0 0.00
11 V. M. L. KARTHIKEYAN 76700 0.43 0 76700 0.43 0 0.00
12 GANDHIMATHI A 34024 0.19 0 0 0.00 0 0.19
13 V. M. S. NAMASIVAYAM 16495 0.09 0 16495 0.09 0 0.00
28
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V

beginning of the year end of the year
% Change in
Sl. % of Shares % of Shares Shareholding
Shareholder’s Name % of Total % of Total
No. Pledged / Pledged / during the
encumbered encumbered year
Shares of the Shares of the
to Total to Total
Company Company
Shares Shares
14 GANGADHARAM 16100 0.09 0 16100 0.09 0 0.00
VISWANATHAN
15 V M L SENTHILNATHAN 11055 0.06 0 11055 0.06 0 0.00
16 V M L KARTHIKEYAN 6000 0.03 0 6000 0.03 0 0.00
17 V M G MAYURESAN 3311 0.02 0 3311 0.02 0 0.00
18 V M S KUMARAGURU 3344 0.02 0 3344 0.02 0 0.00
19 LLM APPLIANCES PRIVATE 3046565 17.04 0 3046565 17.04 0 0.00
LIMITED
20 V.M.CHETTIAR & SONS INIDA 3507100 19.62 0 3507100 19.62 0 0.00
LLP
Total 11615296 64.96 0 11581272 64.77 0 (0.19)
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. beginning of the year end of the year
Particulars
No. % of Total Shares of % of Total Shares
the Company of the Company
At the beginning of the year 11615296 64.96 11615296
1 Sold - 14/02/2020 (GANDHIMATHI A) 1000 0.01 11614296 64.96
Total at the end of the year 11615296 64.96 11581272 64.77
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Cumulative
Shareholding at the
shareholding during
beginning of the
the year
year
Increase / (1.4.19 to 31.3.20)
Sl For each of the Top 10
% of Date decrease in Reason
No Shareholders % of total
total shareholding
No. of No. of shares
shares
Shares shares of the
of the
company
company
1 IDFC STERLING EQUITY FUND 499500 2.79 13-Dec-19 500 bought-Demat 500000 2.80
07-Feb-20 20000 bought-Demat 520000 2.91
28-Feb-20 50015 bought-Demat 570015 3.19
06-Mar-20 28144 bought-Demat 598159 3.35
13-Mar-20 11841 bought-Demat 610000 3.41
20-Mar-20 20000 bought-Demat 630000 3.52

29
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
Cumulative
Shareholding at the
shareholding during
beginning of the
the year
year
Increase / (1.4.19 to 31.3.20)
total shareholding
shares
of the
company
company
2 SUNDARAM MUTUAL FUND 415115 2.32 18-Oct-19 5000 bought-Demat 420115 2.35
A/C SUNDARAM SMALL CAP
FUND
29-Nov-19 2131 bought-Demat 422246 2.36
13-Mar-20 5000 bought-Demat 427246 2.39
20-Mar-20 2000 bought-Demat 429246 2.40

3 SUNDARAM ALTERNATIVE 338351 1.89 17-Jan-20 7147 bought-Demat 345498 1.93
OPPORTUNITIES FUND - NANO
CAP SERIES I
24-Jan-20 17530 bought-Demat 363028 2.03
31-Jan-20 5904 bought-Demat 368932 2.06
07-Feb-20 13167 bought-Demat 382099 2.14

4 HORNBILL ORCHID INDIA FUND 0 0.00 01-Nov-19 25847 bought-Demat 25847 0.14
08-Nov-19 44500 bought-Demat 70347 0.39
15-Nov-19 36606 bought-Demat 106953 0.60
22-Nov-19 29740 bought-Demat 136693 0.76
29-Nov-19 31438 bought-Demat 168131 0.94
13-Dec-19 26616 bought-Demat 194747 1.09
20-Dec-19 2257 bought-Demat 197004 1.10
27-Dec-19 5644 bought-Demat 202648 1.13
21-Feb-20 10708 bought-Demat 213356 1.19
28-Feb-20 47879 bought-Demat 261235 1.46

5 DOLLY KHANNA 185315 1.04 17-May-19 8000 sold-Demat 177315 0.99
31-May-19 20000 sold-Demat 157315 0.88
07-Jun-19 12000 sold-Demat 145315 0.81
14-Jun-19 8500 sold-Demat 136815 0.77
21-Jun-19 5500 sold-Demat 131315 0.73
28-Jun-19 2000 sold-Demat 129315 0.72
12-Jul-19 2000 bought-Demat 131315 0.73
26-Jul-19 7000 bought-Demat 138315 0.77
11-Oct-19 4000 bought-Demat 142315 0.80
18-Oct-19 4000 bought-Demat 146315 0.82
01-Nov-19 9000 bought-Demat 155315 0.87
08-Nov-19 14000 bought-Demat 169315 0.95
30
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
Cumulative
Shareholding at the
shareholding during
beginning of the
the year
year
Increase / (1.4.19 to 31.3.20)
total shareholding
shares
of the
company
company
15-Nov-19 3000 bought-Demat 172315 0.96
29-Nov-19 2000 bought-Demat 174315 0.97
06-Dec-19 9000 bought-Demat 183315 1.03
31-Dec-19 8000 bought-Demat 191315 1.07
10-Jan-20 25000 bought-Demat 216315 1.21
17-Jan-20 17000 bought-Demat 233315 1.30
24-Jan-20 6000 bought-Demat 239315 1.34
07-Feb-20 39000 sold-Demat 200315 1.12
14-Feb-20 3000 sold-Demat 197315 1.10
21-Feb-20 10000 sold-Demat 187315 1.05
28-Feb-20 5000 sold-Demat 182315 1.02
06-Mar-20 17000 sold-Demat 165315 0.92
13-Mar-20 12000 sold-Demat 153315 0.86
20-Mar-20 2000 sold-Demat 151315 0.85

6 SUNDARAM ALTERNATIVE 105359 0.59 06-Apr-18 105359 0.59
OPPORTUNITIES FUND - NANO
CAP SERIES II

7 K NARESH KUMAR 0 0.00 26-Jul-19 7000 bought-Demat 7000 0.04
30-Jul-19 2400 bought-Demat 9400 0.05
02-Aug-19 5900 bought-Demat 15300 0.09
09-Aug-19 2700 bought-Demat 18000 0.10
16-Aug-19 4700 bought-Demat 22700 0.13
23-Aug-19 5250 bought-Demat 27950 0.16
30-Aug-19 6700 bought-Demat 34650 0.19
13-Sep-19 2000 bought-Demat 36650 0.20
27-Sep-19 1500 bought-Demat 38150 0.21
04-Oct-19 65000 bought-Demat 103150 0.58
07-Feb-20 7685 sold-Demat 95465 0.53

8 GOVINDLAL GILADA 0 0.00 11-Oct-19 87500 bought-Demat 87500 0.49
31-Jan-20 5000 sold-Demat 82500 0.46

9 SURENDRA KUMAR JAIN 0 0.00 04-Oct-19 42612 bought-Demat 42612 0.24
11-Oct-19 12239 bought-Demat 54851 0.31
31
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
Cumulative
Shareholding at the
shareholding during
beginning of the
the year
year
Increase / (1.4.19 to 31.3.20)
total shareholding
shares
of the
company
company
06-Mar-20 6749 bought-Demat 61600 0.34

10 ALLWYN DSOUZA 17300 0.10 17-May-19 100 bought-Demat 17400 0.10
09-Aug-19 250 bought-Demat 17650 0.10
18-Oct-19 1000 bought-Demat 18650 0.10
25-Oct-19 2000 bought-Demat 20650 0.12
17-Jan-20 50 sold-Demat 20600 0.12
24-Jan-20 100 sold-Demat 20500 0.11
31-Jan-20 13500 bought-Demat 34000 0.19
07-Feb-20 10000 bought-Demat 44000 0.25
21-Feb-20 2000 bought-Demat 46000 0.26
28-Feb-20 5000 bought-Demat 51000 0.29
20-Mar-20 3200 bought-Demat 54200 0.30
27-Mar-20 100 bought-Demat 54300 0.30
31-Mar-20 500 bought-Demat 54800 0.31
(v) Shareholding of Directors and Key Managerial Personnel (KMP):

Shareholders at the beginning of the year Cumulative Shareholding during the year
Sl.
For each of the Directors and KMP % of Total shares of the % of Total shares of the
No. No. of Shares No. of Shares
Company Company
1 V. M. SESHADRI 1251673 7.00 1251673 7.00
2 V. M. LAKSHMINARAYANAN 1000965 5.60 1000965 5.60
3 V. M. BALASUBRAMANIAM 570130 3.19 570130 3.19
5 K.S.RAMAKRISHNAN 0 0 0 0
7 R.NAGARAJAN 0 0 0 0
(vi) Details of shareholders holding more than 5% shares in the Company:

31st March 2019 31st March 2020
Sl.
Name of the shareholder % of Total shares of the % of Total shares of
No. No. of Shares No. of Shares
Company the Company
1 V. M. SESHADRI 1251673 7.00 1251673 7.00
2 V. M. LAKSHMINARAYANAN 1000965 5.60 1000965 5.60
3 LLM APPLIANCES PRIVATE LIMITED 3046565 17.04 3046565 17.04
4 V.M.CHETTIAR & SONS INDIA LLP 3507100 19.62 3507100 19.62
5 RELIANCE ALTERNATIVE INVESTMENTS 1001000 5.60 - -
FUND - PRIVATE EQUITY SCHEME-I
32
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
(V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(Rs. In lakhs)
Secured Loans
Total
Particulars excluding Unsecured Loans Deposits
Indebtedness
deposits
Indebtedness at the beginning of the financial
year April 1, 2019
i) Principal Amount 13758.74 1630.00 - 15388.74
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 40.86 15.05 - 55.92
Total (i+ii+iii) 13799.60 1645.05 - 15444.66
Change in Indebtedness during the financial year
* Addition 2666.59 - - 2666.59
* Reduction 794.02 228.00 - 1022.02
Net Change 1872.57 –228.00 - 1644.57
Indebtedness at the end of the financial year
March 31, 2020
i) Principal Amount 15631.31 1402.00 - 17033.31
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 83.54 - - 83.54
Total (i+ii+iii) 15714.85 1402.00 - 17116.85
VI. B. Remuneration to other Directors:
S. Fee for attending Board/

Name of Directors
No. Committee Meetings (Rs.)
1 K.Ganesan (Independent Director) 7,05,000
2 M.Padmanabhan (Independent Director) 6,90,000
3 A.Balasubramanian (Independent Director) 4,20,000
4 G.S.Samuel (Independent Director) 2,10,000
5 T.R.Srinivasan (Independent Director) 1,80,000
6 Mrs.Maheshwari Mohan Woman Independent Director) 1,95,000
TOTAL 24,00,000
33
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Wholetime Directors and/or Manager

(Rs. In lakhs)
Name of MD/WTD/ Manager
S.
Particulars of Remuneration V.M.Lakshminarayanan V.M.Balasubramaniam V.M.Seshadri V.M.Gangadharam V.M.Kumaresan Total
No.
CMD MD MD ED ED-Tech Amount
ANNEXURE V
1 Gross salary
(a) Salary as per provisions 72.00 70.80 69.60 67.20 67.20 346.80
contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) 14.40 14.16 13.92 13.44 13.44 69.36
Income-tax Act, 1961

(c) Profits in lieu of salary under - - - - - -
section 17(3) Income- tax Act,
1961

2 Stock Option - - - - - -

34
3 Sweat Equity - - - - - -

4 Commission - - - - - -
- as % of profit - - - - - -
- others, specify… - - - - - -

5 Others, please specify
Contribution to PF/ 9.01 8.86 8.71 8.41 8.41 43.40
Superannuation Funds
Total (A) 95.41 93.82 92.23 89.05 89.05 459.56

Ceiling as per the Act * NA NA NA NA NA NA

* NOTE: The remuneration paid to MDs/Wholetime Directors named above are the minimum remuneration payable to them during the currency of their tenure, as approved by the
members through Special Resolutions, pursuant to the provisions of Schedule V Part II, Section 2(A) to the Companies Act 2013.
33 r d A n n u a l R e p o r t - 2020
33 r d A n n u a l R e p o r t - 2020
ANNEXURE V
VI. C. Remuneration to key Managerial Personnel other than MD/Manager/WTD

(Rs. In lakhs)
Key Managerial Personnel
Sl.
Particulars of Remuneration Company Total
No. CFO
Secretary
(1) Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the 22.50 18.26 40.76
Income-tax Act, 1961.
(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961. 5.96 10.53 16.49
(c) Profits in lieu of Salary u/s 17(3) of Income-tax Act, 1961. - - -
(2) Stock Option - - -
(3) Sweat Equity - - -
(4) Commission - - -
As % of Profit - - -
Others, specify - - -
(5) Others, please specify - - -
Total 28.46 28.79 57.25
VII. PENALTIES/PUNISHMENT /COMPOUNDING OF OFFENCES:

There were no Penalties/Punishment/Compounding of offences against the Company, Directors and other officers in default
during the year ended 31st March 2020.
35
33 r d A n n u a l R e p o r t - 2020
ANNEXURE VI
Disclosure pursuant to Rule 5 (1) of Companies (Ap- 4. Number of permanent employees on the rolls of
pointment and Remuneration of Managerial Personnel) Company:
Amendment Rules, 2016 There were 1353 permanent employees on the rolls of
1. Ratio of the remuneration to each whole time Director Company as on 31.3.2020.
to the median remuneration of the employees of the 5. Average percentile increases already made in the
Company for the financial year ended on 31.3.2020 salaries of employees other than the managerial
personnel in the last financial year and its comparison
Ratio of remuneration to the
Name of Director median remuneration of the with the percentile increase in the managerial
Company’s employees remuneration:
Mr.V.M.Lakshminarayanan 1:36 Increase in remuneration – 32.46 %
Mr.V.M.Balasubramaniam 1:36 6. Affirmation that the remuneration is as per the
Mr.V.M.Seshadri 1:35 remuneration policy of the Company:
Mr.V.M.Gangadharam 1:34 It is hereby affirmed that the remuneration paid to the
Mr.V.M.Kumaresan 1:34
managing/whole-time Directors and other executives/
employees of the Company is as per the remuneration
2.
Percentage increase in remuneration of each policy of the Company.
wholetime Director, in the financial year ended on
31.3.2020: For and on behalf of the Board of Directors
There was no increase in remuneration of any one of the V.M.LAKSHMINARAYANAN
above named in the financial year ended on 31.3.2020. Chairman & Managing Director
3. Percentage increase in the median remuneration of
employees in the financial year ended on 31.3.2020: Place : Chennai - 600020
There was an increase of 19.98% in the median remu- Date : 12.06.2020
neration of employees in the financial year ended on
31.3.2020.
36
Statement pursuant to section 197 (12) read with Chapter XIII Rule 5(3) of the Companies Act, 2013
Particulars of top ten employees employed in terms of remuneration drawn
Remune-
Nature of Date of % of shares
S. Designation of ration Qualification Relative of a Director /
Name /(Age) Employ- Commencement Previous Employment held by the
No. the Employees (Rs.in lakhs) (Experience) Manager or not
ment employment employee
1 V.M.Lakshminarayanan Chairman & 95.41 Full Time Matriculation 01.12.2011 Managing Director 5.60 Brother of Messrs.
ANNEXURE VI
(72) Managing of Gangadharam V.M.Balasubramaniam

Director Appliances Ltd V.M.Seshadri
V.M.Gangadharam and
V.M.Kumaresan
2 V.M.Balasubramaniam Vice Chairman 93.82 Full Time Matriculation 01.08.2014 Managing Director 3.19 Brother of Messrs.
33 r d A n n u a l R e p o r t - 2020
(70) & Managing of Gandhimathi V.M.Lakshminarayanan

Director Appliances Limited V.M.Seshadri
V.M.Gangadharam and
V.M.Kumaresan
3 V.M.Seshadri (68) Managing 92.23 Full Time Matriculation 01.06.2011 Executive Director 7.00 Brother of Messrs.
Director of Gangadharam V.M.Lakshminarayanan
Appliances Ltd V.M.Balasubramaniam
V.M.Gangadharam and
V.M.Kumaresan
4 V.M.Gangadharam (65) Executive 89.05 Full Time Matriculation 01.10.1994 Executive Vice 2.76 Brother of Messrs.
Director President–Production V.M.Lakshminarayanan
of Gangadharam V.M.Balasubramaniam
37
Appliances Ltd V.M.Seshadri and
V.M.Kumaresan
5 V.M.Kumaresan (57) Executive 89.05 Full Time Matriculation 01.06.2007 Director of Butterfly 2.73 Brother of Messrs.
Director Electrical & Electronics V.M.Lakshminarayanan
-Technical Pvt.Ltd V.M.Balasubramaniam
V.M.Seshadri and
V.M.Gangadharam
6 Rajamani Viswanathan Sr. Vice President 61.82 Full Time B.Com. 26.03.2018 Sr. G.M Nil Nil
(48) Sales and P.G.Diploma Sales and Marketing in
Marketing in Marketing Videocon Industries Ltd
and system
management
7 Santhosh Kumar K (41) G M South - II 40.21 Full Time M B A Marketing 18.03.2016 Regional Manager (Circle Nil Nil
Division Head)
Videocon Industries
Limited
8 Karthikeyan V.M.L. (46) Sr. Vice President 38.07 Full Time B.E.(Mech) 01.06.2007 Nil 0.46 Son of
- Marketing Mr.V.M.Lakshminarayanan
9 Viswanathan G (42) Sr.Vice President 36.96 Full Time B.E.(Mech), MEP 01.10.2001 Nil 0.09 Son of Mr.V.M.Gangadharam
– Materials at IIMA
Management
10 Senthilnathan VML (42) Sr.Vice President 36.96 Full Time Matriculation 01.04.1999 Nil 0.06 Son of
– Technical Mr.V.M.Lakshminarayanan
Place : Chennai - 600020 For and on behalf of the Board of Directors

Date : 12.06.2020 V.M.LAKSHMINARAYANAN
Chairman & Managing Director
33 r d A n n u a l R e p o r t - 2020
Annexure - VII
Annual Report on Corporate Social Responsibility (CSR) Activities

1. A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a
reference to the weblink to the CSR Policy and projects or programs:
CSR PHILOSOPHY AND POLICY:

The Company was always contributing to CSR activities much before it was even mandated under the Companies Act 2013. The
activities or projects that will be undertaken by the Company shall include one or more of the activities specified in CSR Policy
as may be recommended by the CSR Committee and approved by the Board of Directors. The CSR Policy of the Company is
available in our website under the following link:http:// www.butterflyindia.com.
2. The Composition of the CSR Committee:

Name Position
Mr.T.R.Srinivasan Chairman
Mr.V.M.Lakshminarayanan Member
Mr.G.S.Samuel Member
3. Average Net Profit of the Company for the last three financial years:
Average net profit/loss for the last three preceding financial years – Loss of Rs.4844.22 lakhs.
4. Prescribed CSR expenditure 2% of the amount as item 3 above:

a) Total amount spent during the year : Rs. 14.72 lakhs (including unspent amount of Rs. 10.20 lakhs as per previous year
closing balance )
b) Amount unspent: Nil.
c) Manner in which amount spent during the financial year is detailed below.
S. Amount Amount Direct or

CSR Activity Identified Sector Covered Place of Activity
No. Outlay (Rs.) Spent (Rs.) Agency
1 School Teachers salary Education Thaiyur 412000 412000 Direct
2 School Teacher Salary Education Pudupakkam 382000 382000 Direct
3 Median Garden water Environmental Pudupakkam 140950 140950 Direct
4 Education Children Tour Pudupakkam 16948 16948 Direct
5 Govt. High School Construction of Auditorium Vamandampalayam 152000 152000 Direct
– Auditorium - Civil Work
6 Govt.School Construction of compound wall Pudupakkam & 197234 197234 Direct
- Civil Work Thiruporur
7 Govt.School – Thiruporur Charges R.O.Plant maintenance Thiruporur 171100 171100 Direct
5. Details of CSR spent during the financial year:

Company has spent Rs.14.72 lakhs towards education, environmental protection and civil work in Government High Schools.
6. In case the Company has failed to spend the 2% of the average net profit of the last time financial year or any part
thereof, the Company shall provide the reasons for not spending the amount:
Not Applicable
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in
compliance with CSR objectives and policy of the Company:
The CSR committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives
and Policy of the Company.
Place : Chennai for and on behalf of the Board of Directors
Date : 12.6.2020 V.M.Lakshminarayanan T.R.Srinivasan
Chairman & Managing Director Chairman-CSR Committee
38
33 r d A n n u a l R e p o r t - 2020
Annexure VIII
BUSINESS RESPONSIBILITY REPORT

(As required under Regulation 34(2)(f) of SEBI (LODR) Regulations 2015.)
SECTION A : GENERAL INFORMATION ABOUT THE COMPANY:
1. Corporate Identity Number (CIN) of the Company L28931TN1986PLC012728
2. Name of the Company Butterfly Gandhimathi Appliances Limited
3. Registered address 143, Pudupakkam Village, Vandalur-Kelambakkam

Road,
Kelambakkam – 603 103,
Chengalpet District
4. Website www.butterflyindia.com
5. E-mail ID butterflyho@butterflyindia.com
6. Financial Year Reported 1st April 2019 to 31st March 2020
7. Sector(s) that the Company is engaged in (Industrial 27504, 27501

activity code-wise)
8. List three key products/services that the Company LPG Stove, Mixer Grinder, Table Top Wet Grinder,
manufactures/provides (as in balance sheet) Pressure Cooker, Stainless Steel Vacuum Flasks &
Water Bottle.
9. Total number of locations where business activity is

undertaken by the Company
(a) N
umber of International Locations (Provide details of Nil
major 5)
(b) Number of National Locations

(i) Factories 2
(ii) Corporate Office 1
(iii) Branches 25
(iv) Showroom 2
(v) Service Centre 19
10. Markets served by the Company – Local/State/National/ Serves Local, State, National and International
International markets
SECTION B: FINANCIAL DETAILS OF THE COMPANY:

(Rs. in lakhs)
1. Paid up Capital (INR) 1787.96
2. Total Turnover (INR) 68015.18
3. Total Profit after Tax (INR) 397.90
4. Total spending on Corporate Social Responsibility (CSR) as The Company has spent to the tune of Rs.14.72 lakhs -
percentage of profit after tax (%) towards CSR activities during the financial year 2019-2020.
5. List of activities in which expenditure in 4 above has been Education, Infrastructure and sanitary facilities to rural local
incurred schools, civil construction work and R.O, Drinking water
facilities.
39
33 r d A n n u a l R e p o r t - 2020
Annexure - VIII
SECTION C: OTHER DETAILS:
1. Does the Company have any Subsidiary Company/Companies No

2. Do the Subsidiary Company/ Companies participate in the BR initiatives of the parent company? Not Applicable
If yes, then indicate the number of such subsidiary company(s)
3. Do any other entity/entities (e.g. suppliers, distributors, etc) that the Company does business with, Yes. Less than 30%
participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/
entities? [less than 30%, 30-60%, more than 60%]
SECTION D: BR INFORMATION:
1. Details of Director/Directors responsible for BR:
(a) Details of the Director/Directors responsible for implementation of the BR policy/policies: Committee consisting of
Managing Director and Executive Director.
1. DIN : 00106506
Name : V.M.Seshadri
Designation ; Managing Director
2. DIN : 00106466
Name : V.M.Gangadharam
Designation : Executive Director
(b) Details of the BR head:
S.No. Particulars Details

1. DIN Number (if applicable) 00106506
2. Name V.M.Seshadri
3. Designation Managing Director
4. Telephone Number 044-47415515
5. e-mail ID vms@butterflyindia.com
2. Principle wise (as per NVGs) BR Policy/policies:
The National Voluntary Guidelines (‘NVGs’) on Social, Environmental and Economic Responsibilities of Business released by the
Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are as follows:
¾¾ P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
¾¾ P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life
cycle.
¾¾ P3 Businesses should promote the well-being of all employees.
¾¾ P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalised.
¾¾ P5 Businesses should respect and promote human rights.
¾¾ P6 Businesses should respect, protect and make efforts to restore the environment.
¾¾ P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
¾¾ P8 Businesses should support inclusive growth and equitable development.
¾¾ P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.
40
33 r d A n n u a l R e p o r t - 2020
Annexure - VIII
(a) Details of compliance (Reply Y/N)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/policies for
2. Has the policy being formulated in consultation with the Y Y Y Y Y Y Y Y Y
relevant stakeholders
3. Does the policy conform to any national/ international Y Y Y Y Y Y Y Y Y
standards? If yes, specify (50 words)
4. Has the policy being approved by the Board? If yes, has it Y Y Y Y Y Y Y Y Y
been signed by MD/Owner/ CEO appropriate Board Meeting?
5. Does the Company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y
Director/ Official to oversee the implementation of the
policy?
6. Indicate the link for the policy to be viewed online? Y Y Y Y Y Y Y Y Y
7. Has the policy been formally communicated to all relevant Y Y Y Y Y Y Y Y Y
internal and external stakeholders?
8. Does the company have in-house structure to implement the Y Y Y Y Y Y Y Y Y
policy/policies
9. Does the Company have a grievance redressal mechanism Y Y Y Y Y Y Y Y Y
related to the policy/policies to address stakeholders’
grievances related to the policy/policies?
10. Has the Company carried out Independent audit/ evaluation Y Y Y Y Y Y Y Y Y
of the working of this policy by an internal or external
agency?
(b) If answer to the question of serial number 1 against any principle, is ‘No”, please explain why: (Tick up to 2 options) – NOT
APPLICABLE
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the Principles
2. The Company is not at a stage where it finds itself in
a position to formulate and implement the policies
on specified principles
3. The Company does not have financial or manpower
resources available for the task
4. It is planned to be done with next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)
3. Governance related to BR:

a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR
performance of the Company. Within 3 months, 3-6 months, annually, more than 1 year.
Annual Review.
b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
No.
41
33 r d A n n u a l R e p o r t - 2020
Annexure - VIII
SECTION E: PRINICIPLE-WISE PERFORMANCE: Reduction during the usage of consumers (energy,

water) has been achieved since the previous year?
Principle 1: Businesses should conduct and govern
¾¾ Reduction in consumption of LPG gas for the
themselves with Ethics, Transparency and Accountability.
consumers
a. Does the policy relating to ethics, bribery and ¾¾ Safe, Hygienic SS water bottle which leads to avoiding
corruption cover only the company? one time plastic bottles
Does it extend to the Group/ Joint Ventures/ Suppli-
ers / Contractors/ NGOs/ Others? ¾¾ Reduction of grinding time & electrical energy
consumption
Yes, largely applies to the Company
¾¾ Compliance of environmental law to avoid the usage
b. How many stakeholder complaints have been received of Thermocol
in the past financial year and what percentage was
satisfactorily resolved by the management? If so, ¾¾ Environmental free plastic recyclable covers usage
provide details thereof, in about 50 words or so. – ¾¾ Adherence of Government regulations for the OEM &
Nil. consumers
Principle 2: Businesses should provide goods and services Does the Company have procedures in place for
that are safe and contribute to sustainability throughout sustainable sourcing (including transportation)? If yes,
their life cycle. what percentage of your inputs was sourced sustainably?
1. List upto 3 of your products or services whose design ¾¾ We have Procurement Policy for domestic &
has incorporated social or environmental concerns, international suppliers
risks and/or opportunities. ¾¾ About 85% of our input materials are sourced
sustainably
We have designed innovative products taking into con-
sideration of eco-friendly environment, fuel conserva- Has the Company taken full steps to procure goods
tion especially in LPG Stoves and power saving smart and service from local & small producers, including
kitchen appliances. communities surrounding their place of work?
Initiatives to reduce environmental impact: ¾¾ Localization is the major roadmap activity in the last
¾¾ Thermal Efficiency improvement in LPG stoves year
¾¾ Introduction of Stainless steel(SS) Water Bottles to ¾¾ Localization are in 2 ways, one is import to domestic &
replace plastic bottles other one is domestic to surrounding to our premise.
¾¾ Three Roller conical stones in Table Top Wet Grinders ¾¾ Import to Domestic: Toughened Glass, Motor
Commutator, Power cords, TTWG/Mixie motors etc.,
¾¾ Elimination of Thermocol usage
¾¾ Domestic to Surrounding: Mixing tube, Gas pipe, Gas
¾¾ Usage of recyclable plastic covers cock, Pan stand etc.,
Reduction during sourcing/production/distribution Does the Company have a mechanism to recycle products
achieved since the previous year throughout the value and waste? If yes, what is the percentage of recycling of
chain? products and waste (separately as <5%, 5-10%, >10%).
Also, provide details thereof, in about 50 words or so.
¾¾ LPG Thermal Efficiency improvement is an innovation
in Product Design ¾¾ We do recycling of Aluminium products with our
¾¾ Reduction in consumption of plastic water bottles suppliers & ABS materials by in-house @ 5-10%.
¾¾ Three roller conical rollers is a design concept Principle 3: Businesses should promote the well-being of
all employees
¾¾ Procurement & Consumption of Thermocol
a. Please indicate the total number of employees: 1353
significantly reduced
b. Please indicate the total number of employees hired on
¾¾ 100% usage of recyclable plastic covers
temporary/ contractual/casual basis: 2453
42
33 r d A n n u a l R e p o r t - 2020
Annexure - VIII
c. Please indicate the Number of permanent women Principle 5: Businesses should respect and promote
employees: 307 human rights.
d. Please indicate the Number of permanent employees a. Does the policy of the Company on human rights
with disabilities: NIL cover only the company or extend to the Group/ Joint
e. Do you have an employee association that is recognized Ventures/ Suppliers/ Contractors/NGOs/Others?
by management? YES The policy covers only the Company.
f. What percentage of your permanent employees is
members of this recognized employee association? b. How many stakeholder complaints have been
100% received in the past financial year and what percent
was satisfactorily resolved by the management?
g. Please indicate the Number of complaints relating to
child labour, forced labour, involuntary labour, sexual There have been no major complaints other than normal
shareholders complaints. The Company has a policy to
harassment in the last financial year and pending, as on
the end of the financial year. attend the complaints within 48 hours.
No. of No. of Principle 6: Businesses should respect, protect and make

complaints complaints efforts to restore the environment.
S.
Category filed during pending on
No.
the financial the end of the a. Does the policy related to Principle 6 cover only the
year financial year company or extends to the Group/Joint Ventures/
1. Child labour/forced NIL NIL Suppliers/ Contractors/NGOs/Others
labour/ involuntary
Largely covers the company only.
labour
2. Sexual harassment NIL NIL b. Does the Company have strategies/initiatives to
3. Discriminatory NIL NIL address global environmental issues such as climate
employment change, global warming, etc.? Y/N. If yes, please give
hyperlink for webpage, etc.:
h. What percentage of your under mentioned employees
were given safety & skill up-gradation training in the Being developed.
last year?
c. Does the Company identify and assess potential
100% employees were covered for various safety train- environmental risks? Y/N :
ings as on 31st March 2020
YES
Principle 4: Businesses should respect the interests of, and
d. Does the Company have any project related to Clean
be responsive towards all stakeholders, especially those
Development Mechanism? If so, provide details
who are disadvantaged, vulnerable and marginalised.
thereof, in about 50 words or so. Also, if yes, whether
a. Has the Company mapped its internal and external any environmental compliance report is filed?
stakeholders? Yes/No: YES NO
b. Out of the above, has the Company identified
e. Has the Company undertaken any other initiatives
the disadvantaged, vulnerable & marginalized
on – clean technology, energy efficiency, renewable
stakeholders?
energy, etc? Y/N. If yes, please give hyperlink for web
The Company is an Equal Opportunity employer; none of page, etc.
the categories is marginalised.
The Company is continuously concentrating in energy
As regards to other stakeholders, the Company has a pol- savings projects.
icy of non-discrimination.
c. Are there any special initiatives taken by the Company f. Are the Emissions/Waste generated by the Company
to engage with the disadvantaged, vulnerable and within the permissible limits given by CPCB/SPCB for
marginalized stakeholders? If so, provide details, the financial year being reported?
thereof in about 50 words or so: NOT APPLICABLE. YES
43
33 r d A n n u a l R e p o r t - 2020
Annexure - VIII
g. Number of show cause/ legal notices received from project/ activities are listed in the separate CSR Report
CPCB/ SPCB which are pending (i.e., not resolved to attached with this Annual Report.
satisfaction) as on end of Financial year.
e. Have you taken steps to ensure that this community
NIL development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
Principle 7: Businesses, when engaged in influencing
public and regulatory policy, should do so in a responsible The company’s operations have not displaced any com-
manner. munity. However the Company is supporting cause like
provision of sanitary facilities, contribution to teacher’s
a. Is your Company member of any trade and chamber salary and providing essential infrastructure to schools in
or association? If yes, name only those major ones rural areas.
that your business deals with:
Principle 9 - Businesses should engage with and provide
NIL
value to their customers and consumers in a responsible
b. Have you advocated/lobbied through above manner.
associations for the advancement or improvement of
a. What percentage of customer complaints/consumer
public good? Yes/No. If yes, specify the broad areas
cases are pending as on the end of financial year.
(drop box, governance and administration, economic
reforms, Inclusive Development Policies, Energy Insignificant
security, Water, Food Security, Sustainable Business
Principles, Others): b. Does the company display product information on
the product label, over and above what is mandated
NO as per local laws? Yes/No/NA/Remarks (additional
information) :
Principle 8: Businesses should support inclusive growth
and equitable development. YES
a. Does the Company have specified programmes/ c. Is there any case filed by any stakeholders against
initiatives/ projects in pursuit of the policy related to the Company regarding unfair trade practices,
Principle 8. If yes, details thereof. irresponsible advertising and/or anti-competitive
behaviour during the last five years and pending as
The Company has a well-defined CSR Policy and spends
on end of financial year. If so, provide details thereof,
on various projects/activities as listed in the CSR report
in about 50 words or so.
forming part of the Corporate Governance Report.
NO
b. Are the programmes/projects undertaken through
in-house team /own foundation/ external NGO/ d. Did your company carry out any consumer survey/
government structures/ any other organization? consumer satisfaction trends?
In-house team. Company carry out formal and informal survey through
its Customer Relationship Management (CRM) and feed-
c. Have you done any impact assessment of your back will be given to other departments for improving
initiative? consumerism as well as product development.
YES
d. What is your company’s direct contribution to

community development project. Amount in INR and
the details of the projects undertaken?
All the CSR projects undertaken by the Company directly
for the benefit of the community at large. The details of
44
33 r d A n n u a l R e p o r t - 2020
Annexure IX
REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 (3) read with Schedule V (C) of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015, the Company submits the report on the matters mentioned in the said Schedule V and the practices followed by the
Company.
1. BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Our Company’s philosophy is to provide high quality kitchen and electrical appliances which offer ergonomic features and
attractive design at great value for money to our customers and provide service that gives satisfaction to them, while upholding
the core values of transparency, integrity, honesty, accountability and compliance with laws. We consider stakeholders at all
levels as partners in our success and we remain committed to maximizing value of shareholders.
2. BOARD OF DIRECTORS:
(a) COMPOSITION AND CATEGORY OF DIRECTORS:
The Board comprises of eleven Directors as on 31.3.2020, of whom six are Non-Executive Independent Directors:
No. of Board Attendance at the last Category of Directorship & Name
Name of the Directors & Category of
meetings AGM (07.08.2019) of Listed entities where person is a
Directorship
attended Yes/No Director.
Mr.V.M.Lakshminarayanan 9 Yes Nil
Chairman and Managing Director
(Promoter – Executive)
DIN: 00106346
Mr.V.M.Balasubramaniam 8 Yes Nil
Vice Chairman and Managing Director
DIN: 00106428
Mr.V.M.Seshadri 9 Yes Nil
Managing Director
DIN: 00106506
Mr.V.M.Gangadharam 8 Yes Nil
Executive Director
DIN: 00106466
Mr.V.M.Kumaresan 9 Yes Nil
Executive Director-Technical
DIN: 00835948
Mr.Anand Mundra * 2 Yes Demla Valves Ltd (Nominee Director)
Nominee Director
Nominee of Equity Investor
Mr.K.Ganesan 9 Yes Nil
Non-Executive Director
DIN: 00102274
Mr.M.Padmanabhan 9 Yes Quintegra Solutions Ltd
Independent Director (Non-Executive Director)
DIN:00101997
45
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
No. of Board Attendance at the last Category of Directorship & Name

Name of the Directors & Category of
meetings AGM (07.08.2019) of Listed entities where person is a
Directorship
attended Yes/No Director.
Mr.A.Balasubramanian 9 Yes Nelcast Limited
Independent Director (Independent Director)
DIN:00490921
Mr.G.S.Samuel 9 Yes Swelect Energy Systems Limited
Independent Director (Independent Director)
DIN:05284689
Mr.T.R.Srinivasan 8 Yes Nil
DIN:00367302
Mrs.Maheswari Mohan 8 Yes Nil
Independent Woman Director
DIN:07156606
*Vacated office due to withdrawal of nomination with effect from 30.09.2019.
(b) NUMBER OF OTHER BOARDS OR BOARD COMMITTEES IN WHICH THE DIRECTORS OF THE COMPANY ARE MEMBER
OR CHAIRPERSON:
Details of the Directors of the Company holding Directorships in other Companies are given below:
No. of outside Directorship held
Public Private
Name of Director
Chairman/Member of Chairman/Member of
Director Director
Committee(s) Committee(s)
Mr.V.M.Lakshminarayanan - - - -
Mr.V.M.Balasubramaniam - - 1 -
Mr.V.M.Seshadri - - - -
Mr.V.M.Gangadharam - - 2 -
Mr.V.M.Kumaresan - - 2 -
Mr. K.Ganesan - - - -
Mr.M.Padmanabhan 1 4 1 -
Mr.A.Balasubramanian 1 2 - -
Mr.G.S.Samuel 1 3 1 -
Mr.T.R.Srinivasan - - - -
Mrs.Maheshwari Mohan - - - -
(c) NUMBER OF BOARD MEETINGS HELD DURING THE YEAR AND DATES ON WHICH HELD:
During the financial year ended 31st March 2020, the Board met nine times on 02.04.2019, 03.04.2019, 04.04.2019, 24.05.2019,
05.08.2019, 07.08.2019, 30.10.2019, 01.11.2019, 31.01.2020.
(d) DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

Messrs.V.M.Balasubramaniam, V.M.Seshadri, V.M.Gangadharam and V.M.Kumaresan, whose names are mentioned in the
category of ‘Promoter-Executive’, are brothers of Mr.V.M.Lakshminarayanan who is also ‘Promoter Executive’.
46
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
(e) NUMBER OF SHARES AND CONVERTIBLE 3. AUDIT COMMITTEE:

INSTRUMENTS HELD BY NON-EXECUTIVE DIRECTORS:
(i) Brief description of terms of reference:
None of the Non-Executive Directors hold any shares/
As per the provisions of Section 177 of the Companies
convertible instruments in the Company.
Act 2013 and Regulation 18(3) of Schedule II Part-C to the
(f) WEB LINK WHERE DETAILS OF FAMILIARISATION SEBI (LODR) Regulations, 2015, the brief terms of refer-
PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS ence to the Audit Committee of the Company, inter-alia
ARE DISCLOSED include:
¾¾ Oversight of the Company’s financial reporting
Details of familiarization programs imparted to independent
process and the disclosures of its financial information
directors are disclosed at the Company’s website www.
to ensure that the financial statement is sufficient and
butterflyindia.com.
credible;
g) Skills/Expertise/Competencies of the Board of ¾¾ The Recommendation for appointment, remuneration
Directors
and terms of appointment of auditors, internal
The following is the list of core skills/expertise/competencies auditors, cost auditors and practicing company
identified by the Board of Directors as required in the context secretary for Secretarial Audit;
of the Company’s business and that the said skills are available
¾¾ Review and monitor the auditor’s independence and
with the Board Members:
performance, and effectiveness of audit process;
1. Leadership, hands on experience on domestic kitchen
appliances industry and operational experiences in ¾¾ Approval or any subsequent modification of
sourcing, manufacturing, marketing and business transactions of the Company with related parties;
development, R&D innovation.
¾¾ Scrutiny of inter-corporate loans and investments;
2. Strong technical knowledge of the industry in which
¾¾ Valuation of undertakings or assets of the Company,
Company operates including implementation of latest
wherever it is necessary;
technology equipment, tools and dies, etc.
¾¾ Evaluation of internal financial controls and risk
3. Strategy planning.
management systems;
4. Behavioral skills – attributes and competencies to use
their knowledge and skills to contribute effectively to the ¾¾ Reviewing, with the management, performance
growth of the Company. of statutory and internal auditors, adequacy of the
internal control systems;
5. Leadership, Accounting, financial management, cost
expertise and banking. ¾¾ Carrying out any other function as is mentioned in
the terms of reference of the Audit Committee.
6. Safety, Risk Managements, Legal and Industrial Relation
& Human Relationship expertise and Corporate (ii) Composition, name of Members and Chairperson:
Governance. The Composition of the Committee is in line with the
Mr.V.M.Lakshminarayanan - 1, 2, 3, 4, 5 & 6. provisions of Section 177 of Companies Act 2013 and
Regulation 18(3) of the SEBI (LODR) Regulations 2015 as
Mr.V.M.Balasubramaniam – 1, 2, 3, 4, 5 & 6.
detailed below.
Mr.V.M.Seshadri – 1, 2, 3, 4, 5 & 6.
Name of Director Position Category
Mr.V.M.Gangadharam – 1, 2, 3, 4, 5 & 6.
Mr.K.Ganesan Chairman Non-Executive
Mr.V.M.Kumaresan – 1, 2, 3, 4, 5 & 6. Independent Director
Mr.K.Ganesan – 3, 4, 5 & 6. Mr.V.M.Lakshminarayanan Member Promoter/Executive
Mr.M.Padmanabhan – 3, 4, 5 & 6. Director
Mr.A.Balasubramanian – 3, 4, 5 & 6. Mr.M.Padmanabhan Member Non-Executive

Mr.G.S.Samuel – 3, 4, 5 & 6.
Mr.T.R.Srinivasan – 3, 4, 5 & 6. Mr.A.Balasubramanian Member Non-Executive
Mrs.Maheshwari Mohan – 3, 4, 5 & 6.
47
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
Mr.K.S.Ramakrishnan, Company Secretary & General Manager statutory notification, amendment or modification,
– Legal is the Secretary to the Audit Committee. as may be applicable.
(iii) Meetings and attendance during Financial year

(ii) Composition, name of members and Chairperson:
ended 31st March 2020: The Composition of the Committee is in line with the
During the financial year ended on 31 March 2020, the
st provisions of Section 178 of Companies Act 2013 and
Audit Committee met eight times on 2.4.2019, 20.5.2019, Regulation 19(1) of the SEBI (LODR) Regulations 2015 as
24.5.2019, 5.8.2019, 31.10.2019, 28.11.2019, 31.1.2020 detailed below.
and 26.2.2020. Name of Director Position Category
Attendance at Audit Mr.K.Ganesan Chairman Non-Executive
Name of Director
Committee meetings
Total no. of meetings held during the year
8 Mr.M.Padmanabhan Member Non-Executive
which were attended by the Members
Mr. K.Ganesan 8
Mr.A.Balasubramanian Member Non-Executive
Mr.M.Padmanabhan 7 Independent Director
Mr.A.Balasubramanian 8 Mr.Anand Mundra* Member Nominee Director
Mr.V.M.Lakshminarayanan 8
*Vacated office due to withdrawal of nomination with
The Audit Committee Meetings were also attended by the effect from 30.09.2019.
Statutory/Cost/Internal Auditors, whenever necessary. (iii) Meetings and Attendance during the financial year
ended on 31.03.2020:
4. NOMINATION AND REMUNERATION COMMITTEE
During the financial year ended on 31st March 2020, the
(i) Brief description of terms of reference:
Nomination and Remuneration Committee met two
The brief terms of reference are as per the provisions of times on 3.4.2019 and 31.10.2019.
Section 178 of the Companies Act, 2013 and Regulation Attendance at
19(4) of Schedule II Part-D to the SEBI (LODR) Regula- Nomination and
Name of Director
tions, 2015, inter-alia include: Remuneration
Committee meeting
¾¾ Formulation of the criteria for determining Total no. of meetings held
qualifications, positive attributes and independence during the year which were 2
of a director and recommend to the Board a policy, attended by the Members
relating to the remuneration for the directors, key Mr.K.Ganesan 2
managerial personnel and other employees;
Mr.M.Padmanabhan 2
¾¾ Formulation of criteria for evaluation of Independent Mr.A.Balasubramanian 2
Directors and the Board; Mr.Anand Mundra* 1
¾¾ Devising a policy on Board diversity; *Vacated office due to withdrawal of nomination with
¾¾ Identifying persons who are qualified to become effect from 30.09.2019.
directors and who may be appointed in senior (iv) Performance evaluation criteria for Independent

management in accordance with the criteria laid down Directors:
and recommend to the Board their appointment and
The performance evaluation criteria for Independent
removal.
Directors, inter-alia, includes factors like (a) participa-
¾¾ Whether to extend or continue the term of tion at Board/Committee Meetings (b) Managing Rela-
appointment of the Independent Director, on the tionship with fellow Board Members (c) Knowledge
basis of the report of performance evaluation of and skill (d) Personal attributes like ethics and integrity,
Independent Directors. independent judgment with regard to corporate strat-
¾¾ Carry out any other function as may be mandated by egy, performance, risk management etc. (e) corporate
the Board from time to time and/or enforced by any governance implementation (f ) knowledge about the
Company and external environment in which it operates
48
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
(g) confidentiality level, and (h) adherence to the applica- attended by them till 30.9.2019 and from October 2019
ble code of conduct for Independent Directors. the sitting fees is enhanced to Rs.30,000/-. Details of such
The evaluation of the Independent Directors was carried sitting fee paid to them during the financial year ended
out by the entire Board and that of the Chairman and the 31st March 2020 are given below:
Non-Independent Directors were carried out by the Inde- Name of the Director Sitting Fees (Rs.)
pendent Directors. Mr.K.Ganesan 7,05,000
The Directors were satisfied with the outcome of the Mr.M.Padmanabhan 6,90,000
evaluation, which reflected the overall engagement of Mr.A.Balasubramanian 4,20,000
the Board and its Committees with the Company. Mr.G.S.Samuel 2,10,000
Your Company adopted a Policy relating to Selection, Mr.T.R.Srinivasan 1,80,000
remuneration and evaluation of Directors and Senior Mrs.Maheswari Mohan 1,95,000
Management. The said Policy was made available on the TOTAL 24,00,000
website of the Company www.butterflyindia.com.
The above sitting fees are within the ceiling prescribed
5. REMUNERATION OF DIRECTORS: under the provisions of the Companies Act 2013.
(a) Non-Executive/Independent Directors: (c) Disclosure with respect to remuneration paid to the
There are six Independent Directors including a Woman Managing Directors and Whole-time Directors are as
Independent Director. None of the Independent Direc- follows:
tors has any pecuniary relationship or transactions with The Managerial remuneration paid to the Whole-time
the Company. Directors is within the ceiling prescribed under Schedule

(b) Criteria of making payments to Non-Executive/ V of Section 197 of the Companies Act 2013.
Independent Directors : Details of remuneration paid/payable to the Managing
The Non-Executive Directors were paid Sitting fee Directors and Whole-time Executive Directors during the
of Rs.15,000/- for each Board/ Committee meetings financial year ended on 31.03.2020 are as follows:
(Rs.)
Name of Director Salary Perquisites Contribution to PF Total
V.M.Lakshminarayanan 72,00,000 14,40,000 9,00,900 95,40,900
V.M.Balasubramaniam 70,80,000 14,16,000 8,85,900 93,81,900
V.M.Seshadri 69,60,000 13,92,000 8,70,900 92,22,900
V.M.Gangadharam 67,20,000 13,44,000 8,40,900 89,04,900
V.M.Kumaresan 67,20,000 13,44,000 8,40,900 89,04,900
There is no stock option for any of the Directors including the Managing Director/Executive Directors.
The remuneration of Managing/Executive Directors given above is fixed components. The tenure of office of the Managing
Directors and Wholetime Executive Directors is for a period of five years from their respective dates of appointments.
Messrs.V.M.Lakshminarayanan, V.M.Balasubramaniam, V.M.Seshadri, V.M.Gangadharam and V.M.Kumaresan being Promoter-
Directors no service contract/notice period has been stipulated for them.
Stock Option details: Nil
6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Composition, Name of the Members and Chairperson:
The composition of the Stakeholders’ Relationship Committee is in line with the provisions of Section 178 of the Companies Act
2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015, as detailed below:
49
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
Name of Director Position Category

Mr.K.Ganesan Chairman Non-Executive Independent Director
Mr.M.Padmanabhan Member Non-Executive Independent Director
Mr.V.M.Gangadharam Member Promoter/Executive Director
Name and Designation of Compliance Officer:
Name of Compliance Officer Designation

Mr.K.S.Ramakrishnan Company Secretary & General Manager – Legal
During the financial year ended on 31st March 2020, the Stakeholders’ Relationship Committee met four times on 15.04.2019,
18.07.2019, 18.10.2019 and 04.01.2020.
Number of Shareholders’ complaints received during the financial year:
During the financial year, the Company received Nil shareholders’ complaints and there is no pending complaint.
Number not solved to the satisfaction of shareholders – Nil
Number of pending compliances: Nil
6. SHARE TRANSFER COMMITTEE:

The Committee consisted of the following Directors
i. Mr.V.M.Seshadri, Managing Director
ii. Mr.V.M.Kumaresan, Executive Director - Technical
iii. Mr.K.S.Ramakrishnan, Company Secretary & General Manager-Legal
Share Transfer Committee meetings were held on 17.04.2019, 10.05.2019, 26.06.2019, 05.08.2019, 16.09.2019, 03.10.2019,
31.12.2019, 08.01.2020, 30.01.2020 and 16.03.2020.
7. GENERAL BODY MEETINGS / POSTAL BALLOTS:

a) Details of last three Annual General Meetings (AGM) and Special Resolutions passed are given below.
Year AGM Location Date & Time Details of Special Resolutions passed
2016-17 30 AGM
th
143, Pudupakkam Village, 07.09.2017 NIL
Vandalur-Kelambakkam Road, at 11.00 a.m.
Kelambakkam-603103, Kancheepuram
District
2017-18 31st AGM 143, Pudupakkam Village, 11.09.2018 Pursuant to Regulations 17(1A) of the SEBI (LODR)
Vandalur-Kelambakkam Road, at 11.00 a.m. Regulations, 2015 as amended on 9.5.2018 and
Kelambakkam-603103, Kancheepuram applicable provisions of Companies Act 2013,
District continuation of Directorship of Mr.K.Ganesan,
Non-Executive Independent Director till the end of his
present tenure.
50
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
Year AGM Location Date & Time Details of Special Resolutions passed
2018-19 32 AGM
nd
143, Pudupakkam Village, 07.08.2019 a. Pursuant to the provisions of Section 180(1)(a) and
Vandalur-Kelambakkam Road, at 11.00 a.m. other applicable provisions if any of the Companies
Kelambakkam-603103, Kancheepuram Act 2013 and rules made hereunder as amended
District from time to time, for the purpose for mortgaging
and/or charging all or any of the movable and/or
immovable properties present and future.
b. Pursuant to the provisions of Section 181 of
the Companies Act 2013 and other applicable
provisions, contribution to bonafide Charitable and
other funds, aggregate of which shall not exceed 5%
of its average profit.
Whether any Special Resolution passed last year through postal ballot - details of voting pattern: YES
Whether any Special Resolution is proposed to be conducted through postal ballot: None
Procedure for Postal Ballot: Not Applicable.
b) POSTAL BALLOTS:
The Company had passed the following special resolution through Postal Ballot Notice as under:
I. Postal Ballot dated 07.08.2019

Date of Postal Ballot Notice : 07.08.2019 Voting period : 28.09.2019 to 28.10.2019
Date of declaration of result : 30.10.2019 Date of approval : 28.10.2019
Item Type of No. of votes Votes cast
Particulars
No. Resolution polled In favour % Against %
1 Alteration of Clause130 of the Special 12143806 12130130 99.89 13676 0.11
Articles of Association
II. Postal Ballot dated 01.11.2019

Date of Postal Ballot Notice : 01.11.2019 Voting period : 29.11.2019 to 29.12.2019
Date of declaration of result : 31.12.2019 Date of approval : 29.12.2019
Item Type of No. of votes Votes cast
Particulars
No. Resolution polled In favour % Against %
1 Increase in remuneration to Special 3874510 3867498 99.82 7012 0.18
Mr.V.M.L.Karthikeyan,
Sr Vice President – Marketing
Mr.G.Viswanathan, Sr.Vice President
– Materials Management
Mr.V.M.L.Senthilnathan, Sr.Vice
President – Technical
Mr.V.M.L.Ganesan, Vice President
– Finance
Mr.V.M.G.Mayuresan, Vice President
– Corporate Strategy & Finance
51
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
Scrutinizer: (iv) All the official news releases are disseminated on the
Company’s website whenever necessary.
Mr.Balu Sridhar, Partner of M/s.A.K.Jain & Associates, Company
Secretaries was appointed for carrying out the above postal (v) The Company periodically meets or has conference calls
ballot in a fair and transparent manner. with institutional investors and analysts, Official news
releases and presentation made to institutional investors
Procedure for postal ballot: and analysts are upload on NEAPS and BSE online portal
In compliance with Sections 108 and 110 and other applicable of NSE and BSE respectively and posted on the Company’s
provisions of Companies Act 2013, read with the related web site www.butterflyindia.com.
Rules, the Company provides electronic voting (e-voting) (vi) Shareholders have been provided with an opportunity
facility, in addition to physical ballot, to all its members. For to provide their email id for receiving correspondence,
this purpose, the Company has engaged the services of NSDL. financial results and annual report in electronic form.
The annual report has been sent in electronic form to
Postal ballot notices and forms are despatched along with
shareholders who have provided their email id. Physical
postage pre-paid business reply envelopes to registered
copies of the annual report have been provided to such
members/beneficiaries. The same notice is sent by email to
shareholders based on a request received from them for
members who have opted to receive communication through
this purpose.
the electronic mode. The Company also publishes a notice
in the newspaper declaring the details and requirements as 9. GENERAL SHAREHOLDER INFORMATION:
mandated by the Act and applicable rules. (a) Date, time and venue of the Thirty third Annual General
Voting rights are reckoned on the paid up value of the shares Meeting:
registered in the names of the members as on the cut-off date. In view of the continuing COVID 19 pandemic, the Minis-
Members who want to exercise their votes by physical postal try of Corporate Affairs (MCA) has vide its circular dated
ballot are requested to return the forms, duly completed and May 5, 2020 read with circulars dated April 8, 2020 and
signed, to the scrutinizer on or before the close of the voting April 13, 2020 (collectively referred to as ‘MCA Circulars’)
period. Those using the e-voting option are requested to vote permitted the holding of the Annual General Meeting
before the close of business hours on the last date of e-voting. (‘AGM’) through VC/OAVM, without the physical pres-
ence of the Members at the common venue. In com-
The scrutinizer completes his scrutiny and submits his report pliance with the provisions of the Companies Act, 2013
to the Chairman and the consolidated results of the voting are (‘Act’) SEBI (LODR) Regulations 2015 (“SEBI Listing Regu-
announced by the Chairman. The results are also displayed lations”) and MCA Circulars the AGM of the Company is
on the Company website. www.butterflyindia.com, besides being held through VC / OAVM.
being communicated to the stock exchanges, and share
transfer agent. The last date for the receipt of postal ballot (b) Particulars of Financial Calendar [Tentatively]:
forms or e-voting is the date on which the resolution would Financial year : 1st April 2020 to 31st
be deemed to have been passed, if approved by the requisite March 2021
majority. Unaudited First Quarter Results :O
n or by 15th August,
2020
8. MEANS OF COMMUNICATION:
Unaudited Second Quarter Results : On or by 15th
(i) The quarterly Unaudited Financial Results and the November, 2020
Annual Audited Financial Results of the Company, in the Unaudited Third Quarter Results : On or by 15th February,
prescribed proforma, are taken on record by the Board 2021
and are submitted to the Stock Exchanges. Audited Annual Results : On or by 30th May, 2021
(ii) The Unaudited Quarterly financial results are published (c) Date of Book Closure : 13.8.2020 to 20.08.2020 (both days
in Trinity Mirror and Makkal Kural. inclusive)
(iii) The Quarterly/Annual Results are also posted on the (d) Date of remote e-voting : from Sunday 16th August. 2020
Company’s website www.butterflyindia.com and also (9.00 a.m.) to Wednesday 19th August 2020 (5.00 p.m.)
on the website of the BSE Limited and National Stock
Exchange of India Limited.
52
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
(e) Name and Address of Stock Exchanges where the Stock performance Vs NSE SENSEX
Company’s shares are listed and confirmation of payment
MONTH NSE QUOTE NSE SENSEX
of Annual Listing Fees:
HIGH(Rs.) % BASE HIGH(Rs.) % BASE
1 BSE Limited (BSE) Phirioze Jeejeebhoy Towers Apr-19 205.90 100 11856.15 100
25th Floor, Dalal Street,
May-19 190.90 96 12041.15 102
Mumbai – 400 001
Jun-19 188.50 92 12103.05 102
2 National Stock Exchange Plaza, Bandra-Kurla
Exchange of India Complex, Bandra East, Mumbai – Jul-19 180.80 88 11981.75 101
Ltd (NSE) 400 051 Aug-19 163.80 80 11181.45 94
Sep-19 184.50 90 11694.85 99
Annual Listing Fees have been paid for the financial year Oct-19 176.50 86 11945.00 101
2020-2021.
Nov-19 222.00 108 12158.80 103
(f) Stock Code:
Dec-19 215.50 105 12293.90 104
BSE 517421 Jan-20 284.90 138 12430.50 105
NSE BUTTERFLY Feb-20 227.90 111 12246.70 103
ISIN INE295F01017 Mar-20 189.55 92 11433.00 96
(g) Market Price Data (High/Low) during financial year
2019-2020
Stock performance Vs BSE SENSEX

BSE Quote BSE Sensex
Month High (Rs) Base % High Base %
Apr-19 206.00 100 39487.45 100
May-19 198.00 96 40124.96 102
Jun-19 187.00 91 40312.07 102
Jul-19 182.00 88 40032.41 101
Aug-19 166.00 81 37807.55 96
Sep-19 179.95 87 39441.12 100
Oct-19 177.00 86 40392.22 102 (h) The Company’s equity shares were not suspended from
Nov-19 222.00 108 41163.79 104 trading during the financial year 2019-2020.
Dec-19 215.22 104 41809.96 106 (i) Registrars and Share Transfer Agents:
Jan-20 284.70 138 42273.87 107 The public shareholding in the Company are partly
dematerialized and partly in physical form. The Compa-
Feb-20 225.20 109 41709.30 106
ny has appointed M/s.GNSA Infotech Private Limited, STA
Mar-20 189.00 92 39083.17 99
Department, Nelson Chambers, 4th Floor, F Block, No.115,
Nelson Manickam Road, Aminjikarai, Chennai-600 029,
Email ID: sta@gnsaindia.com; Phone: 044-42962025 as its
Share Transfer Agents to take care of share transactions,
both in demat and physical forms.
(j) Share Transfer System:
Share transfers in physical form are registered and des-
patched within 15 days from the date of receipt, if doc-
uments are complete in all respects. The Share Trans-
fer Committee of the Board meets every fortnight to
approve transfer/transmission of the shares in physical
form, processed by the Registrars and Share Transfer
Agents. As at 31st March 2020, no Equity Shares were
pending for transfer.
53
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
(k) Shareholding Pattern as at 31.3.2020 (m) Dematerialization of shares and liquidity: As on

31.03.2020, 96.22% of the paid- capital has been
NO. OF
PERCENTAGE OF dematerialized.
CATEGORY SHARES
SHAREHOLDING
HELD (n) Outstanding GDRs/ADRs/Warrants or any convertible
A Promoter’s holding 11581272 64.77 instruments, conversion dates and likely impact on
Promoters & their equity: No such instruments have been issued by the
relatives Company.
B Non-Promoters Holding -- --
(o) Plant locations : (i) 143, Pudupakkam Village,
1 INSTITUTIONAL Vandalur-Kelambakkam Road,
INVESTORS Kelambakkam - 603 103
Foreign Portfolio Investor 290050 1.62 Chengalpet District
Alternative Investor Fund 487458 2.73 Tamil Nadu
Mutual Funds/UTI 1085311 6.07 (ii) No.41, Pudupakkam Village,
Financial Institutions/ 66832 0.37 Vandalur – Kelambakkam Road,
Banks Kelambakkam - 603103,
Others -- --
Chengalpet District
Tamil Nadu
2 CENTRAL/STATE
(iii) No.7, Karanai-Puducherry Village,
GOVERNMENTS
Kattur - 603 202, Chengalpattu Taluk
3 NON-INSTITUTIONAL
Chengalpet Dist
INVESTORS
Tamil Nadu
a. Bodies Corporate 262695 1.47
b. Indian Public 3874663 21.67
(p) Address for Communication:
All communication regarding share transactions, change
c. NRIs 191464 1.07
of address, bank mandates, nominations etc. should be
d. Clearing Members 39806 0.23
addressed to the Registrars and Share transfer agents
GRAND TOTAL 17879551 100.00 and complaints, if any, to the Corporate Office in the fol-
(l) Distribution of shareholding as on 31.03.2020: lowing addresses:
No. of Registrar and Share Transfer Agents:

No. of Equity Share No. of
GNSA Infotech Private Limited,
Shares Held holders % Shares held %
STA Department, Nelson Chambers,
1 – 500 19516 94.74 1702231 9.52
4th Floor, F-Block,
501 – 1000 570 2.77 451008 2.52 No.115, Nelson Manickam Road, Aminjikarai,
1001 – 2000 262 1.27 393892 2.20 Chennai – 600029
2001 – 3000 82 0.40 209807 1.17 Email:ravi.k@gnsaindia.com
3001 – 4000 33 0.16 118238 0.66
Corporate Office:
4001 – 5000 30 0.15 142387 0.80
Company Secretary & General Manager – Legal
5001 – 10000 44 0.21 312766 1.75
Above 10000 62 0.30 14549222 81.37
E-34, II Floor, Rajiv Gandhi Salai,
TOTAL 20599 100.00 17879551 100.00 Egattur Village,
No. of shares Navalur–600130, Chengalpet District
held in physical Email: butterflyho@butterflyindia.com and cs@butterflyindia.
form 7659 37.18 675045 3.78 com
No. of Shares
held in
electronic mode 12940 62.82 17204506 96.22
Total 20599 100.00 17879551 100.00
54
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
9. Other Disclosures: also Regulation 22 of the SEBI (LODR) Regulations 2015,

Whistle Blower Policy of the Company can be visited at
(i) Disclosures on materially significant related party
its website www.butterflyindia.com. The Company has
transactions that may have potential conflict with the
not denied any personnel access to the Audit Committee
interest of the Company at large:
of the Company (in respect of matters involving alleged
During the financial year 2019-2020, no transaction of misconduct) and it has provided protection to “Whistle
material nature has been entered into by the Company Blowers” from unfair termination and other unfair or prej-
with its Promoters, the Directors or the management and udicial employment practices.
relatives, etc., that may have a potential conflict with the (iv) Details of compliances with mandatory requirements
interest of the Company. and adoption of the non-mandatory requirements of
All related party transactions are placed before the Audit the clause:
Committee and also the Board meeting for approval. All the applicable mandatory requirements of Corporate
Omnibus approval of the Audit Committee and Board Governance norms as enumerated under Schedule II to
was obtained on a yearly basis for the transactions which the SEBI (LODR) Regulations, 2015 were complied with.
are of a foreseen or repetition nature. A statement giving
(v) Weblink where policy for determining ‘material’
details of transactions entered into with related parties
subsidiaries is disclosed:
pursuant to the omnibus approval so granted is placed
before the Audit Committee and the Board of Directors The Company has no subsidiary.
for their approval /ratification on a quarterly basis. (vi) Weblink where policy dealing with ‘related party’
The Register of Contracts containing transactions, in transactions:
which directors are interested, is placed before the Board The Company’s policy for dealing with ‘related party’
quarterly. transactions can be viewed at its website www.butter-
The Board of Directors of the Company, on the recom- flyindia.com.
mendation of the Audit Committee, adopted a policy on (vii) Policy for Prohibition of Insider Trading:
Related Party Transactions, to regulate the transactions
between the Company and its Related Parties, in com- Vide Notification No.EBI/LAD-NRO/GN/2018/59 Securi-
pliance with the applicable provisions of the Companies ties and Exchange Board of India (SEBI) has notified SEBI
Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy (Prohibition of Insider Trading) (Amendment) Regula-
as approved by the Board is uploaded on the Company’s tions, 2018 with effect from April 01, 2019. The Company
website at www.butterflyindia.com. has accordingly amended its Prohibition of Insider Trad-
ing Code and Code of Practices and Procedures for Fair
The details of the Related Party Transactions in Form Disclosure of Unpublished Price Sensitive Information.
AOC2 are annexed to the Directors’ Report. The Company in its Board meeting held on 4th April 2019
(ii) Details of non-compliance by the Company, penalties has taken necessary initiative to implement the same.
and strictures imposed on the Company by Stock The Code also provides for pre-clearance of transactions
Exchanges, SEBI or any other Statutory Authorities by designated persons.
on any matter related to capital markets, during the (viii) MD/CFO Certification:
last three years.
As required under Schedule II – Part B to the SEBI (LODR)
There was no non-compliance by the Company, pen- Regulations, 2015 the MD/CFO have furnished neces-
alties or strictures imposed on the Company by Stock sary certificates to the Board of Directors with respect to
Exchange(s), SEBI, or any other Statutory Authority or any Financial Statements for the year ended 31st March 2020.
matters relating to capital market during the last three
years. (ix) Certificate from Company Secretary in Practice
pursuant to clause 10 of Part C of Schedule V of SEBI
(iii) Whistle Blower policy and affirmation that no
(LODR) Regulations, 2015:
personnel have been denied access to the audit
committee. The Certificate dated 10.06.2020 received from M/s.A.K.
Jain & Associates practicing Company Secretary con-
In accordance with the provisions of Section 177(9) of the firming that none of the Directors on the Board of the
Companies Act 2013 and the Rules made thereunder and Company have been debarred or disqualified from being
55
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
appointed or continuing as Directors of the Company by The Auditor will also be entitled of reimbursement of out of
the Board/Ministry of Corporate Affairs or any such Stat- pocket expenses at actuals in connection with audit and also
utory Authority Annexure A. GST.
(x) Fees to Statutory Auditors: (xi) Declaration on Code of Conduct
The details of total fees for services paid by the Company As required under Schedule V(D) to the SEBI (LODR) Reg-
to the Statutory Auditors - M/s.ASA & Associates LLP for ulations, 2015, it is hereby affirmed that all the Board
the year 2019-2020: Members and Senior Management personnel have com-
plied with the Code of Conduct of the Company. It is also
(Rs. in lakhs) confirmed that the Code of Conduct has already been
Amount posted on the website of the Company.
Particulars
(2019-2020)
Statutory Audit Fee 15.00 Place: Chennai For and on behalf of the Board of Directors
Other Expenses 0.25 Date: 12.06.2020 V.M.LAKSHMINARAYANAN
Out of Pocket Expenses 0.31 Chairman and Managing Director
Total 15.56
56
33 r d A n n u a l R e p o r t - 2020
ANNEXURE A
Certificate from Company Secretary in Practice
[Pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015]
In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI) (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (LODR) in respect of Butterfly Gandhimathi Appliances Limited
(CIN: L28931TN1986PLC012728) we hereby certify that:
On the basis of the written representation /declaration received from the Directors and taken on record by the Board of Directors,
as on March 31, 2020, none of the Directors on the Board of the Company have been debarred or disqualified from being
appointed for continuing as Director of Companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.
Chennai
10.06.2020 A.K.Jain & Associates
Company Secretaries
(Balu Sridhar)
Partner
FCS No.5869
C.P.No.3550
UDIN: F005869B000332085
57
33 r d A n n u a l R e p o r t - 2020
Annexure - IX
CERTIFICATION UNDER THE PROVISO TO CLAUSE (b) OF

SUB REGULATION (2) OF REGULATION 33
OF THE SEBI (LODR) REGULATION 2015.
To
The Board of Directors

A. We have reviewed financial statements for the year ended on 31.3.2020 and that to the best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
auditors and the Audit Committee, improvement in the design or operation of such internal controls of which we are aware and
the steps we have taken or propose to take for such improvement.
D. We have indicated to the Auditors and the Audit Committee:
1. There is no significant change in internal control over financial reporting during the year;
2. There is no significant changes in accounting policies during the year, which are in compliance with Ind AS excepting those
disclosed in the notes to the financial statements; and
3. There is no instance of any fraud of which we have become aware and the involvement therein, of the management or an
employee having a significant role in the company’s internal control system over financial reporting.
V.M.Seshadri R.Nagarajan
Managing Director Chief Financial Officer
Place : Chennai - 600020

Date : 12.06.2020
58
33 r d A n n u a l R e p o r t - 2020
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
Auditors’ Certificate on Compliance of Conditions of Companies Act 2013, in so far as applicable for the purpose
Corporate Governance under Schedule (E) to the Securities of this certificate and as per the Guidance Note on Reports
and Exchange Board of India (Listing Obligations and or Certificates for Special Purposes issued by the ICAI which
Disclosure Requirements) Regulations, 2015 requires that we comply with the ethical requirements of the
Code of Ethics issued by the ICAI. We have complied with the
To the Members of Butterfly Gandhimathi Appliances relevant applicable requirements of the Standard on Quality
Limited Control (SQC) 1, Quality Control for Firms that Perform Audits
and Reviews of Historical Financial Information, and Other
This certificate is issued in accordance with the terms of
Assurance and Related Services Engagements.
our engagement with Butterfly Gandhimathi Appliances
Limited (`the Company’). We have examined the compliance
of conditions of Corporate Governance by the Company, for Opinion
the year ended on 31 March 2020, as stipulated in regulations Based on our examination of the relevant records and
17 to 27 and clauses (b) to (i) of regulation 46(2) and para according to the information and explanations provided to
C and D of Schedule V of the SEBI (Listing Obligations and us and the representations provided by the Management, we
Disclosure Requirements) Regulations, 2015 (the Listing certify that the Company has complied with the conditions of
Regulations). Corporate Governance as stipulated in regulations 17 to 27
Managements’ Responsibility and clauses (b) to (i) of regulation 46(2) and para C and D of
Schedule V of the Listing Regulations during the year ended
The compliance of conditions of Corporate Governance is the March 31, 2020.
responsibility of the Management. This responsibility includes
preparation and maintenance of all relevant supporting We state that such compliance is neither an assurance as
records and documents, the design, implementation and to the future viability of the Company nor the efficiency or
maintenance of internal control and procedures to ensure the effectiveness with which the Management has conducted
compliance with the conditions of the Corporate Governance the affairs of the Company.
stipulated in Listing Regulations.
Auditor’s Responsibility Restriction of Use
Our responsibility is limited to examining the procedures The certificate is addressed and provided to the members of
and implementation thereof, adopted by the Company for the Company solely for the purpose to enable the Company
ensuring compliance with the conditions of the Corporate to comply with the requirement of the aforesaid Regulations
Governance. It is neither an audit nor an expression of opinion and may not be suitable for any other purpose.
on the financial statements of the Company. Pursuant to the For ASA & ASSOCIATES LLP
requirements of the Listing Regulations, it is our responsibility Chartered Accountants
to provide a reasonable assurance whether the Company Firm Registration No: 009571N/N500006
has complied with the conditions of Corporate Governance
as stipulated in Listing Regulations for the year ended 31st S.SUNDAR RAJAN
March, 2020. Partner
We conducted our examination of the relevant records Membership No: 211414
of the Company in accordance with the Guidance Note UDIN: 20211414AAAADG6401
on Certification of Corporate Governance issued by the Place: Chennai
Institute of the Chartered Accountants of India (the ICAI), the Date: June 12, 2020
Standards on Auditing specified under Section 143(10) of the
59
33 r d A n n u a l R e p o r t - 2020
INDEPENDENT AUDITOR’S REPORT
To the Members of Butterfly Gandhimathi Report on the Audit of Ind AS Financial Statements for the
Appliances Limited year ended March 31, 2020
Report on the Audit of Ind AS Financial Statements Sl.
Key Audit Matter Auditor’s Response
No
1. Opinion
1 Provision Audit Procedures:
We have audited the accompanying Ind AS financial towards warranty We have obtained the workings,
statements of Butterfly Gandhimathi Appliances Limited obligation: basis and assumptions made
(“the Company”), which comprise the balance sheet as at Company provides in determining the warranty
March 31, 2020, the statement of profit and loss (including for the warranty provision. We have validated the
other comprehensive income), the statement of changes in expenses based underlying data used for warranty
equity, the statement of cash flows for the year then ended on the certain provisioning and actual warranty
and notes to the financial statements, including a summary estimation which expenses were compared with
of significant accounting policies and other explanatory involves significant the provision made in the earlier
judgment. years to ascertain that the basis of
information.
estimation is appropriate to cover
In our opinion and to the best of our information and the warranty obligation of the
according to the explanations given to us, the aforesaid Ind Company.
AS financial statements give the information required by the
4. Information Other than the Ind AS Financial
Companies Act, 2013 (‘the Act’) in the manner so required and Statements and Auditor’s Report Thereon:
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs The Company’s Board of Directors is responsible for the
of the Company as at March 31, 2020 and profit, changes in preparation of the other information. The other information
equity and its cash flows for the year ended on that date. comprises the information included in the Management
Discussion and Analysis, Board’s Report including Annexures
2. Basis for Opinion to Board’s Report and Report on Corporate Governance but
We conducted our audit in accordance with the Standards does not include the Ind AS financial statements and our
on Auditing (SAs) specified under section 143(10) of auditor’s report thereon.
the Companies Act, 2013. Our responsibilities under Our report on the financial statements does not cover
those Standards are further described in the Auditor’s the other information and we do not express any form of
Responsibilities for the Audit of the Ind AS Financial assurance conclusion thereon.
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the In connection with our audit of financial statement, our
Institute of Chartered Accountants of India together with the responsibility is to read the other information and, in doing
ethical requirements that are relevant to our audit of the Ind so, consider whether the other information is materiality
AS financial statements under the provisions of the Act and inconsistent with the financial statements or our knowledge
the Rules thereunder, and we have fulfilled our other ethical obtained during the course of our audit or otherwise appears
responsibilities in accordance with these requirements and to be materially misstated.
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis If, based on the work we have performed, we conclude that
for our opinion. there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
3. Key Audit Matters this regard.
Key audit matters are those matters that, in our professional 5. Responsibilities of Management and Those Charged
judgment, were of most significance in our audit of the Ind with Governance for the Ind AS Financial Statements
AS financial statements of the current period. These matters
were addressed in the context of our audit of the Ind AS The Company’s Board of Directors is responsible for the
financial statements as a whole, and in forming our opinion matters stated in section 134(5) of the Act with respect to
thereon, and we do not provide a separate opinion on these the preparation of these Ind AS financial statements that
matters. We have determined the matter described below is give a true and fair view of the financial position, financial
the key audit matter to be communicated in our audit report performance, changes in equity and cash flows of the
60
33 r d A n n u a l R e p o r t - 2020
Company in accordance with the accounting principles that is sufficient and appropriate to provide a basis
generally accepted in India, including the Indian Accounting for our opinion. The risk of not detecting a material
Standards (Ind AS) prescribed under section 133 of the Act misstatement resulting from fraud is higher than for
read with the Companies (Indian Accounting Standards) one resulting from error, as fraud may involve collusion,
Rules, 2015 as amended. This responsibility also includes forgery, intentional omissions, misrepresentations, or
maintenance of adequate accounting records in accordance the override of internal control.
with the provisions of the Act for safeguarding of the assets
¾¾ Obtain an understanding of internal control relevant
of the Company and for preventing and detecting frauds and
to the audit in order to design audit procedures that
other irregularities; selection and application of appropriate
are appropriate in the circumstances. Under section
accounting policies; making judgments and estimates that
143(3)(i) of the Act, we are also responsible for
are reasonable and prudent; and design, implementation
expressing our opinion on whether the company has
and maintenance of adequate internal financial controls,
adequate internal financial controls system in place
that were operating effectively for ensuring the accuracy
and the operating effectiveness of such controls.
and completeness of the accounting records, relevant to
the preparation and presentation of the Ind AS financial ¾¾ Evaluate the appropriateness of accounting policies
statements that give a true and fair view and are free from used and the reasonableness of accounting estimates
material misstatement, whether due to fraud or error. and related disclosures made by management.
In preparing the financial statements, management is ¾¾ Conclude on the appropriateness of management’s

responsible for assessing the Company’s ability to continue use of the going concern basis of accounting and,
as a going concern, disclosing, as applicable, matters related based on the audit evidence obtained, whether
to going concern and using the going concern basis of a material uncertainty exists related to events or
accounting unless management either intends to liquidate conditions that may cast significant doubt on the
the Company or to cease operations, or has no realistic Company’s ability to continue as a going concern. If
alternative but to do so. we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report
Those Board of Directors are also responsible for overseeing to the related disclosures in the Ind AS financial
the Company’s financial reporting process. statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on
6. Auditor’s Responsibilities for the Audit of the Ind AS the audit evidence obtained up to the date of our
Financial Statements auditor’s report. However, future events or conditions
Our objectives are to obtain reasonable assurance about may cause the Company to cease to continue as a
whether the Ind AS financial statements as a whole are free going concern.
from material misstatement, whether due to fraud or error,
¾¾ Evaluate the overall presentation, structure and
and to issue an auditor’s report that includes our opinion.
content of the Ind AS financial statements, including
Reasonable assurance is a high level of assurance, but is
the disclosures, and whether the Ind AS financial
not a guarantee that an audit conducted in accordance
statements represent the underlying transactions and
with SAs will always detect a material misstatement when
events in a manner that achieves fair presentation.
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they Materiality is the magnitude of misstatement in the Ind AS
could reasonably be expected to influence the economic financial Statements that, individually or in aggregate, makes
decisions of users taken on the basis of these Ind AS financial it probable that the economic decisions of a reasonably
statements. knowledgeable user of the financial statements may
be influenced. We consider quantitative materiality and
As part of an audit in accordance with SAs, we exercise qualitative factors in (i) planning the scope of our audit work
professional judgment and maintain professional skepticism and in evaluating the results of our work; and (ii) to evaluate
throughout the audit. We also: the effect of any identified misstatement in the financial
statements.
¾¾ Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud We communicate with those charged with governance
or error, design and perform audit procedures regarding, among other matters, the planned scope and
responsive to those risks, and obtain audit evidence
61
33 r d A n n u a l R e p o r t - 2020
timing of the audit and significant audit findings, including On the basis of the written representations received
(e)
any significant deficiencies in internal control that we identify from the directors as on March 31, 2020 taken
during our audit. on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2020 from
We also provide those charged with governance with a being appointed as a director in terms of Section
statement that we have complied with relevant ethical 164(2) of the Act;
requirements regarding independence, and to communicate
With respect to the adequacy of the internal financial
(f)
with them all relationships and other matters that may
controls over financial reporting of the Company and
reasonably be thought to bear on our independence, and
the operating effectiveness of such controls, refer to
where applicable, related safeguards.
our separate Report in “Annexure B”;
From the matters communicated with those charged with With respect to the other matters to be included
(g)
governance, we determine those matters that were of most in the Auditor’s Report in accordance with the
significance in the audit of the Ind AS financial statements of requirements of section 197(16) of the Act, as
the current period and are therefore the key audit matters. amended:
We describe these matters in our auditor’s report unless law
In our opinion and to the best of our information
or regulation precludes public disclosure about the matter or
and according to the explanations given to us, the
when, in extremely rare circumstances, we determine that a
remuneration paid by the Company to its directors
matter should not be communicated in our report because
during the year is in accordance with the provisions
the adverse consequences of doing so would reasonably be
of section 197 of the Act; and
expected to outweigh the public interest benefits of such
communication. With respect to the other matters to be included in
(h)
the Auditor’s Report in accordance with Rule 11 of
7. Report on Other Legal and Regulatory Requirements the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
7.1 As required by the Companies (Auditor’s Report) Order,
according to the explanations given to us:
2016 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of The Company has disclosed the impact of
(i)
the Act, we give in the “Annexure A”, a statement on the pending litigations on its financial position in its
matters specified in paragraphs 3 and 4 of the said Order, Ind AS financial statements – Refer Note 33.1.1
to the extent applicable. to the financial statements;
7.2 As required by Section 143(3) of the Act, we report that: The Company did not have any long term
(ii)
contracts including derivative contracts for
We have sought and obtained all the information
(a)
which there were any material foreseeable
and explanations which to the best of our knowledge
losses; and
and belief were necessary for the purposes of our
audit; There has been no delay in transferring
(iii)
amounts, required to be transferred, to the
In our opinion, proper books of account as required
(b)
Investor Education and Protection Fund by the
by law have been kept by the Company so far as it
Company.
appears from our examination of those books;
The Balance Sheet, the Statement of Profit and Loss
(c)
For ASA & Associates LLP
(including the Other Comprehensive Income), the
Chartered Accountants
Statement of Changes in Equity and the Statement of
Firm Registration No: 009571N/N500006
Cash Flow dealt with by this Report are in agreement
with the books of account;
S Sundar Rajan
In our opinion, the aforesaid Ind AS financial
(d) Partner
statements comply with the Indian Accounting Membership No: 211414
Standards (Ind AS) prescribed under section 133 of UDIN: 20211414AAAADF3770
the Act read with the Companies (Indian Accounting Place: Chennai
Standards) Rules, 2015 as amended.; Date: June 12, 2020
62
33 r d A n n u a l R e p o r t - 2020
Annexure - A
(As referred to in paragraph 7.1 of our Independent Auditor’s Report of even date to the
members of Butterfly Gandhimathi Appliances Limited)
i. (a) The Company is maintaining proper records showing 186 of the Act in respect of guarantee issued during the
full particulars, including quantitative details and year.
situation of its fixed assets; v. The Company has not accepted any deposits from the
(b) A portion of the fixed assets were physically verified public.
during the year by the management in accordance vi. The Central Government has prescribed maintenance
with phased programme of verification, which in of cost records U/s. 148(1) of ‘the Act’. We have broadly
our opinion covers all the fixed assets at reasonable reviewed the records maintained by the Company
intervals. According to the information and pursuant to the Rules made by the Central Government
explanation given to us no material discrepancies for the maintenance of cost records under the said section
were noticed on such physical verification; and are of the opinion that prima facie, the prescribed
(c) The title deeds of immovable properties are under accounts and records have been made and maintained.
the custody of the lenders as security for the various We have however not made a detailed examination of
credit facilities sanctioned; as confirmed by lenders the cost records with a view to determine whether they
and the Mortgage deed executed between bank and are accurate or complete.
the Company, the tile deeds are in the name of the vii. (a) According to information and explanations given
Company except a portion of Freehold land situated to us and on the basis of our examination of the
at Pudupakkam, Kanchipuram District, in respect of books of account and records, the Company has
which the transfer of title deeds in the name of the been generally regular in depositing undisputed
Company is pending. statutory dues including Provident Fund, Employees’
ii. The management has conducted the physical verification State Insurance, Income Tax, Goods and Service Tax,
of inventory during the year and according to the Customs Duty, Cess and other statutory dues with
information and explanation given to us no material the appropriate authorities. There are no undisputed
discrepancies were noticed on such physical verification; amounts payable in respect of Provident Fund,
Employees’ State Insurance, Income Tax, Goods and
iii. The Company has not granted any loans, secured
Service Tax, Customs Duty, Cess and other statutory
or unsecured to companies, firms, Limited Liability
dues in arrears as at March 31, 2020 for a period of
Partnerships or other parties covered in the register
more than six month from the date they became
maintained under section 189 of the Act. Accordingly
payable;
reporting under sub- clauses a, b & c to clause (iii) are not
applicable. (b) The details of duty of excise and value added tax that
have not been deposited on account of dispute are
iv. The company has not granted any loans, made any
as under:
investments or provided any security during the year. The
company has complied with the provisions of the section
63
33 r d A n n u a l R e p o r t - 2020
Sl. Amount Period to which the Forum where the dispute is

Name of the Statue Nature of the dues
No (Rs.in Lakh) amount relates pending
1 Central Excise Act, 1944 Excise Duty 1.05 FY 1998-99 Assistant Commissioner,
Chennai – II, Commissionerate
2 Central Excise Act, 1944 Excise Duty 1898.62 FY2011-12 to 2013-14 Supreme Court
3 Central Excise Act, 1944 Excise Duty 66.24 FY 2011-12 Customs, Excise, Service Tax
Appellate Tribunal (CESTAT)
4 Customs Act, 1962 Customs 48.14 FY 2011-12 CESTAT
5 Tamil Nadu Value Added Value Added Tax (VAT) 64.70 FY 2006-07 to 2008-09 Assistant Commissioner (CT),
Tax Act, 2006 Washermanpet II
6 Tamil Nadu Value Added Value Added Tax (VAT) 73.46 FY 2009-10 to 2013-14 Sales Tax Appellate Tribunal,
Tax Act, 2006 Tamil Nadu
7 Kerala Value Added Tax Value Added Tax (VAT) 67.96 FY 2011-12, 2012-13, Deputy Commissioner Appeals,
2013-14 & 2015 -16. Ernakulam
viii. On the basis of verification of records and according where applicable and details have been disclosed in
to the information and explanation given to us, the the Financial Statements as required by the applicable
Company has not defaulted in repayment of dues to accounting standards;
Financial Institutions/Banks.
xiv. The Company has not made any preferential allotment or
ix. The Company has not raised any moneys by way of private placement of shares or fully or partly convertible
initial public offer or further public offer (including debt debentures during the year;
instruments) during the year. The moneys raised by way
xv. The Company has not entered into any non-cash
of term loans were applied for the purpose for which the
transactions with Directors or persons connected with
term loans were raised.
them;
x. According to the information and explanations given
xvi. The Company is not required to be registered under
to us, no fraud by the Company or any fraud on the
section 45 IA of the Reserve Bank of India Act, 1934.
Company by its officers or employees has been noticed
or reported during the year; For ASA & Associates LLP
xi. The managerial remuneration has been paid or provided
Firm Registration No: 009571N/N500006
in accordance with the requisite approvals mandated by
the provisions of section 197 read with Schedule V to the S Sundar Rajan
“Act”; Partner
Membership No: 211414
xii. The Company is not a Nidhi Company;
UDIN: 20211414AAAADF3770
xiii. The transactions with the related parties are in Place: Chennai
compliance with section 177 and section 188 of the Act, Date: June 12, 2020
Annexure - B
(as referred to in paragraph 7.2(f) of our Independent Auditors’ Report of even date to the members of
Butterfly Gandhimathi Appliances Limited)
Report on the Internal Financial Controls under Clause Management’s Responsibility for Internal Financial
(i) of Sub-section 3 of Section 143 of the Companies Act, Controls
2013 (“the Act”) The Company’s management is responsible for establishing
and maintaining internal financial controls based on the
We have audited the internal financial controls over financial
internal control over financial reporting criteria established
reporting of Butterfly Gandhimathi Appliances Limited (“the
by the Company considering the essential components
Company”), as of March 31, 2020 in conjunction with our
of internal control stated in the Guidance Note on Audit of
audit of the financial statements of the Company for the year
Internal Financial Controls over Financial Reporting issued
ended on that date.
64
33 r d A n n u a l R e p o r t - 2020
by the Institute of Chartered Accountants of India (‘ICAI’). preparation of financial statements for external purposes in
These responsibilities include the design, implementation accordance with generally accepted accounting principles. A
and maintenance of adequate internal financial controls company’s internal financial control over financial reporting
that were operating effectively for ensuring the orderly includes those policies and procedures that(1) pertain to the
and efficient conduct of its business, including adherence maintenance of records that, in reasonable detail, accurately
to Company’s policies, the safeguarding of its assets, the and fairly reflect the transactions and dispositions of the
prevention and detection of frauds and errors, the accuracy assets of the company; (2) provide reasonable assurance that
and completeness of the accounting records, and the timely transactions are recorded as necessary to permit preparation
preparation of reliable financial information, as required of financial statements in accordance with generally accepted
under the Companies Act, 2013. accounting principles, and that receipts and expenditures
of the company are being made only in accordance
Auditors’ Responsibility with authorizations of management and directors of the
Our responsibility is to express an opinion on the Company’s company; and (3) provide reasonable assurance regarding
internal financial controls over financial reporting based on prevention or timely detection of unauthorized acquisition,
our audit. We conducted our audit in accordance with the use, or disposition of the company’s assets that could have a
Guidance Note on Audit of Internal Financial Controls over material effect on the financial statements.
Financial Reporting (the “Guidance Note”) issued by ICAI
Inherent Limitations of Internal Financial Controls over
and the Standards on Auditing prescribed under section
Financial Reporting
143(10) of the Companies Act, 2013, to the extent applicable
to an audit of internal financial controls. Those Standards Because of the inherent limitations of internal financial
and the Guidance Note require that we comply with ethical controls over financial reporting, including the possibility
requirements and plan and perform the audit to obtain of collusion or improper management override of controls,
reasonable assurance about whether adequate internal material misstatements due to error or fraud may occur and
financial controls over financial reporting was established not be detected. Also, projections of any evaluation of the
and maintained and if such controls operated effectively in internal financial controls over financial reporting to future
all material respects. periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of
Our audit involves performing procedures to obtain audit changes in conditions, or that the degree of compliance with
evidence about the adequacy of the internal financial the policies or procedures may deteriorate.
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over Opinion
financial reporting included obtaining an understanding of In our opinion, the Company has, in all material respects, an
internal financial controls over financial reporting, assessing adequate internal financial controls system over financial
the risk that a material weakness exists, and testing and reporting and such internal financial controls over financial
evaluating the design and operating effectiveness of internal reporting were operating effectively as at March 31, 2020,
control based on the assessed risk. The procedures selected based on the internal control over financial reporting criteria
depend on the auditor’s judgment, including the assessment established by the Company considering the essential
of the risks of material misstatement of the financial components of internal control stated in the Guidance Note
statements, whether due to fraud or error. issued by the ICAI.
We believe that the audit evidence we have obtained is For ASA & Associates LLP
sufficient and appropriate to provide a basis for our audit Chartered Accountants
opinion on the Company’s internal financial controls system Firm Registration No: 009571N/N500006
over financial reporting.
S Sundar Rajan
Meaning of Internal Financial Controls over Financial Partner
Reporting Membership No: 211414
UDIN: 20211414AAAADF3770
A company’s internal financial control over financial reporting
Place: Chennai
is a process designed to provide reasonable assurance
Date: June 12, 2020.
regarding the reliability of financial reporting and the
65
33 r d A n n u a l R e p o r t - 2020
Balance Sheet As at March 31, 2020

` in Lakhs
Note As at As at
Particulars
No March 31, 2020 March 31, 2019
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment 1 13,330.16 12,839.07
(b) Capital Work-in-Progress 231.35 652.76
(c) Other Intangible Assets 2 3,564.21 3,877.33
(d) Intangible Assets Under Development 65.85 -
(e) Financial Assets
(i) Investments 3 18.40 23.31
(ii) Other Financial Assets 4 184.31 107.60
(f ) Deferred Tax Assets (Net) 5.1 224.64 136.29
(g) Non Current Tax Asset (Net) 6 212.96 -
(h) Other Non- Current Assets 7 109.05 23.59
Current Assets
(a) Inventories 8 17,011.86 14,210.29
(b) Financial Assets
(i) Trade Receivables 9 11,693.72 11,705.82
(ii) Cash and Cash Equivalents 10 80.24 327.68
(iii) Bank Balances other than (ii) above 11 368.42 655.34
(iv) Other Financial Assets 12 567.76 445.67
(c) Current Tax Assets (Net) 13 44.46 48.21
(d) Other Current Assets 14 1,502.82 1,330.89
Total Assets 49,210.21 46,383.85
EQUITY AND LIABILITIES

Equity
(a) Equity Share Capital 15 1,787.96 1,787.96
(b) Other Equity 16 17,480.12 17,153.58
LIABILITIES
Non-Current Liabilities
(a) Financial Liabilities
(i) Long Term Borrowings 17 3,230.44 3,940.01
(ii) Other Financial Liabilities 18 339.25 277.66
(b) Deferred Tax Liabilities (Net) 5.1 - -
Current Liabilities
(a) Financial Liabilities
(i) Short Term Borrowings 19 12,686.81 10,433.68
(ii) Trade Payables
a) Total Outstanding Dues of Micro Enterprises and Small Enterprises; and 20 531.90 49.33
b) Total Outstanding Dues of Creditors other than Micro Enterprises and Small Enterprises 20 10,217.84 9,889.72
(iii) Other Financial Liabilities 21 1,427.74 1,526.35
(b) Other Current Liabilities 22 558.76 581.26
(c) Short Term Provisions 23 856.01 648.23
(d) Current Tax Liabilities (Net) 24 93.38 96.07
Total Equity and Liabilities 49,210.21 46,383.85
The accompanying notes form an integral part of these Financial Statements
As per our report of even date attached For and On Behalf of the Board
For ASA & Associates LLP BUTTERFLY GANDHIMATHI APPLIANCES LIMITED
Firm Regn No. 009571N/N500006
S SUNDAR RAJAN V.M.LAKSHMINARAYANAN V.M.SESHADRI
Partner Chairman & Managing Director Managing Director
Membership No. 211414
A.BALASUBRAMANIAN K.S.RAMAKRISHNAN
Director Company Secretary & GM (Legal)
Place: Chennai R.NAGARAJAN

Date: 12.06.2020 Chief Financial Officer
66
33 r d A n n u a l R e p o r t - 2020
Statement of Profit and Loss for the year ended March 31, 2020
` in Lakhs
Note Year Ended Year Ended
Particulars
No Mar 31, 2020 Mar 31, 2019
I Revenue from Operations 25 67,869.50 65,198.32

II Other Income 26 145.68 204.93
III Total Income (I+II) 68,015.18 65,403.25
IV Expenses
Cost of Materials Consumed 27 31,053.58 31,663.55
Purchase of Stock in Trade 10,492.86 9,760.49
Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 28 (2,527.98) (2,422.35)
Employee Benefits Expense 29 7,885.46 7,014.65
Finance Costs 30 2,413.41 2,245.12
Depreciation and Amortisation 31 1,393.74 1,289.27
Other Expenses 32 16,891.31 14,613.24
Total Expenses (IV) 67,602.38 64,163.97
V Profit Before Exceptional Items and Tax ( III- IV) 412.80 1,239.28
VI Exceptional Items - -
VII Profit Before Tax ( V- VI) 412.80 1,239.28
VIII Tax Expense

- Current Tax 64.92 260.11
- Deferred Tax (50.02) 21.91
Total Tax Expense 14.90 282.02
IX Profit for the Year ( VII- VIII) 397.90 957.26
X Other Comprehensive Income
Items that will not be reclassified to Profit or Loss

Remeasurements of Defined Benefit Plan Actuarial Gains / (Losses) (109.69) (56.79)
Income Tax expense on above 5.2 38.33 19.84
(71.36) (36.95)
XI T
otal Comprehensive Income for the Year (Comprising Profit and other 326.54 920.31
comprehensive Income for the Year) ( IX+ X)
XII Earnings Per Equity Share ( Face Value of `10 each) 42

(1) Basic ` 1.83 5.15
(2) Diluted ` 1.83 5.15
The accompanying notes form an integral part of these financial statements

67
33 r d A n n u a l R e p o r t - 2020
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2020
` in Lakhs
Year Ended Year Ended
Particulars 31.03.2020 31.03.2019
Audited Audited
Cash Flows from Operating Activities
Profit Before Tax 412.80 1,239.28
Adjustments:
Interest Income (32.89) (27.16)
Loss on Sale of Fixed Assets (Net) 6.98 4.52
Adjustment for Other Comprehensive Income (OCI) (109.69) (56.79)
Interest Expense 2,413.41 2,245.12
Provision for Bad & Doubtful Debts 106.50 39.45
Provision for Warranty 560.30 490.84
Provision for Employee Benefits 123.03 139.62
Depreciation and Amortization 1,393.74 1,289.27
Other Non Cash Items (10.01) (25.12)
Operating Cash Flow before Working Capital Changes 4,864.17 5,339.03
Changes in
Decrease/(Increase) In Trade Receivables (66.26) 1,310.49
Decrease/(Increase) In Inventory (2,801.57) (1,696.92)
Decrease/(Increase) In Other Current Financial Asset(s) 173.60 (161.62)
Decrease/(Increase) In Other Current Asset(s) (171.93) 55.90
Decrease/(Increase) In Other Non-Current Financial Assets (76.71) 138.72
Decrease/(Increase) In Other Non-Current Asset - -
(Decrease)/Increase In Trade Payables Current 803.23 4,351.55
(Decrease)/Increase In Other Current Liabilities (22.50) (244.61)
(Decrease)/Increase In Other Financial Liabilities (199.63) 1.44
(Decrease)/Increase In Short Term Provisions Current (475.55) (522.32)
Decrease/(Increase) In Other Non-Current Financial Liabilities 61.59 13.00
Income Taxes paid (net) (276.82) (342.62)
Cash Generated from / (used in) Operations 1,811.62 8,242.04
Cash Flows from Investing Activities

Purchase of Fixed Assets / Capital Work-in-progress including Capital advances (1,320.27) (1,920.60)
Proceeds from Sale of Fixed Assets 11.67 25.69
Non Current Investments - (10.00)
Interest Received 24.12 27.16
Net Cash Generated from/(used in) Investing Activities (1,284.48) (1,877.75)
Cash Flows from Financing Activities

Proceeds from Long Term Borrowings 413.46 941.65
Repayment of Long Term Borrowings (1,027.06) (2,260.90)
Net increase / (decrease) in Short Term Borrowings 2,253.13 (4,103.14)
Interest Paid (2,413.41) (2,245.12)
Net Cash used in Financing Activities (773.88) (7,667.51)
Effect of Exchange Rate on Translation of Foreign Currency Cash and Cash Equivalents (Loss) / Gain (0.70) 0.48
Increase in Cash and Cash Equivalents (246.74) (1,303.22)
Cash and Cash Equivalents at the Beginning of the Year 327.68 1,630.42
Cash and Cash Equivalents at the End of the Period/Year 80.24 327.68
Components of Cash and Cash Equivalents (Refer Note 10)

Cash on Hand including Bullions on Hand 32.69 24.08
Balances with Banks 47.55 303.60
Total Cash and Cash Equivalents 80.24 327.68


68
Statement of Changes In Equity for the year ended March 31, 2020
A. Equity Share Capital ` in Lakhs
As at April 01, 2018 1,787.96

Changes in Equity Share Capital during the year -
As at March 31, 2019 1,787.96
Changes in Equity Share Capital during the year -
As at March 31, 2020 1,787.96
33 r d A n n u a l R e p o r t - 2020
For the year ended March 31, 2020

Other Comprehensive
Reserves and Surplus
Income (OCI)
B. Other Equity
Capital Profit Revaluation

Particulars Remeasurement of Total
General Security Capital Retained Surplus
Capital Net Defined benefit
Reserve Premium Redemption Earnings
Reserve* Liability/Asset
Reserve **
Balance as at April 01, 2018 538.56 9,701.53 1.73 142.10 5,717.51 80.08 51.76 16,233.27
Total Comprehensive Income for the Year - - - - 957.26 - - 957.26
69
Other Comprehensive Income for the Year - - - - - - (36.95) (36.95)
Balance as at March 31, 2019 538.56 9,701.53 1.73 142.10 6,674.77 80.08 14.81 17,153.58
Balance as at March 31, 2020 538.56 9,701.53 1.73 142.10 7,072.67 80.08 (56.55) 17,480.12
* Forfeited Shares (Transferred from Share Capital)

** On Redemption of Preference Shares issued by erstwhile Gangadharam Appliances Limited to The Industrial Finance Corporation of India ( IFCI )
S SUNDAR RAJAN V.M.LAKSHMINARAYANAN V.M.SESHADRI A.BALASUBRAMANIAN

Partner Chairman & Managing Director Managing Director Director
Place: Chennai K.S.RAMAKRISHNAN R.NAGARAJAN

Date: 12.06.2020 Company Secretary & GM (Legal) Chief Financial Officer
Notes forming part of Financial statements as at and for the year ended March 31, 2020
1 - Property Plant and Equipment ` in Lakhs

Electrical
Land Furniture
Plant and Tools and Installations Office
Description - Free Buildings Computers Vehicles and Total
Equipment Dies and Equipment
Hold Fixtures
Equipment
As at April 01, 2018 4,020.02 3,158.31 2,832.08 1,940.66 442.86 176.35 145.92 603.99 802.78 14,122.97
Additions during the year - 44.76 667.23 391.85 36.52 28.96 15.93 166.63 35.06 1,386.94
Deletions during the year - - (17.48) - - - - (30.12) - (47.60)
As at March 31, 2019 4,020.02 3,203.07 3,481.83 2,332.51 479.38 205.31 161.85 740.50 837.84 15,462.31
Additions during the year - 32.49 463.84 865.74 33.96 45.88 10.57 111.58 25.46 1,589.52
Deletions during the year - - - - - (0.24) - (83.02) - (83.26)
As at March 31, 2020 4,020.02 3,235.56 3,945.67 3,198.25 513.34 250.95 172.42 769.06 863.30 16,968.57
Depreciation
As at April 01, 2018 - 234.01 430.45 442.49 93.43 79.28 59.56 131.89 205.46 1,676.57
70
Charge for the year - 121.15 249.65 286.47 50.76 28.49 23.86 101.55 102.18 964.11
Deletions during the year - - (0.70) - - - - (16.74) - (17.44)
As at March 31, 2019 - 355.16 679.40 728.96 144.19 107.77 83.42 216.70 307.64 2,623.24
Charge for the year - 123.90 305.98 355.10 54.23 32.68 17.40 94.42 96.06 1,079.77
Deletions during the year - - - - - (0.23) - (64.37) - (64.60)
As at March 31, 2020 - 479.06 985.38 1,084.06 198.42 140.22 100.82 246.75 403.70 3,638.41
Net Book Value

As at March 31, 2020 4,020.02 2,756.50 2,960.29 2,114.19 314.92 110.73 71.60 522.31 459.60 13,330.16
As at March 31, 2019 4,020.02 2,847.91 2,802.43 1,603.55 335.19 97.54 78.43 523.80 530.20 12,839.07
1.1. Cost of Freehold Land includes ` 10,00,000/- in respect of which the transfer of title in the name of the Company is pending.
1.2. Plant and Equipment includes Right Of Use Assets ( ROU ).
1.3. Following are the changes in the carrying value of ROU for the year ended March 31, 2020.
Description Plant and Equipment

As at April 01, 2019 -
Add: Additions during the year 89.00
Less: Depreciation for the year 1.49
33 r d A n n u a l R e p o r t - 2020
As at March 31, 2020 87.51

33 r d A n n u a l R e p o r t - 2020
` in Lakhs
2 - Other Intangible Assets
Usage Right of Trade Mark

Description Computer Software Total
Trade Mark and License
As at April 01, 2018 176.00 4,297.50 359.75 4,833.25
Additions during the year - - 58.12 58.12
As at March 31, 2019 176.00 4,297.50 417.87 4,891.37
Additions during the year - - 0.85 0.85
As at March 31, 2020 176.00 4,297.50 418.72 4,892.22
Amortization
As at April 01, 2018 32.00 477.50 179.38 688.88

Amortization for the year 16.00 238.75 70.41 325.16
As at March 31, 2019 48.00 716.25 249.79 1,014.04
Amortization for the year 16.00 238.75 59.22 313.97
As at March 31, 2020 64.00 955.00 309.01 1,328.01
Net Book Value

As at March 31, 2020 112.00 3,342.50 109.71 3,564.21
As at March 31, 2019 128.00 3,581.25 168.08 3,877.33
3 - Investments - Non Current
Particulars As at March 31, 2020 As at March 31, 2019
Investments in Mutual Funds 18.40 23.31

Total 18.40 23.31
3.1 Aggregate amount of Quoted Investments
- Cost 20.00 20.00

- Market Value 18.40 23.31
4 - Other Financial Assets - Non Current
Long Term Security Deposit 126.12 107.60

Bank Balances held as Margin Money 58.19 -
Total 184.31 107.60
71
33 r d A n n u a l R e p o r t - 2020
Notes forming part of Financial Statements as at and for the year ended March 31, 2020
5 - Deferred Tax Assets / (Liabilities)

5.1 Recognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the following:
` in Lakhs
Deferred Tax Liability
Property, Plant and Equipment 1,909.96 1,821.51
Others 0.78 0.03
Right of Use Assets 30.58 -
Remeasurements of defined benefit plan acturial gains/ (losses) - OCI - 6.83
Sub Total 1,941.32 1,828.37
Deferred tax Assets
Brought forward Business Losses 1,521.55 1,222.85
Provision for Bad and Doubtful Debts 149.12 111.91
MAT Credit Entitlement 337.28 337.28
Remeasurements of defined benefit plan acturial gains/ (losses) - OCI 31.50 -
Employee Benefits 100.55 111.86
Provision for Warranty - 180.76
Lease Liability ( ROU Assets) 25.96 -
Sub Total 2,165.96 1,964.66
Net Deferred Tax Assets / (Liabilities) 224.64 136.29
Movement in Deferred Tax balances during the year ended March 31, 2020
Balance as at Recognised in Recognised Balance as at

Particulars
April 01, 2019 Profit & Loss in OCI March 31, 2020
Property, Plant and Equipment (1,821.51) (88.45) - (1,909.96)
Others (0.03) (0.75) - (0.78)
Right of Use Assets - (30.58) - (30.58)
Brought forward Business Losses 1,222.85 298.70 - 1,521.55
Provision for Bad and Doubtful Debts 111.91 37.21 - 149.12
MAT Credit Entitlement 337.28 - - 337.28
Remeasurement of Defined Benefit Plan (6.83) - 38.33 31.50
Employee Benefits 111.86 (11.31) - 100.55
Provision for Warranty 180.76 (180.76) - -
Lease Liability ( ROU Assets) - 25.96 - 25.96
Total 136.29 50.02 38.33 224.64
Unrecognised Deferred Tax Assets

Deferred Tax Assets have not been recognised in respect of the following items
As at As at
Particulars
March 31, 2020 March 31, 2019
Unutilised tax credit 438.59 364.83
Unutilised tax losses - 171.96
Total 438.59 536.79
72
33 r d A n n u a l R e p o r t - 2020
5.2 Tax Recognised in Other Comprehensive Income ` in Lakhs

Particulars Year Ended March 31, 2020 Year Ended March 31, 2019
Defined benefit plan Acturial Gains (Losses) 38.33 19.84
Total 38.33 19.84
5.3 Reconciliation of Effective Tax Rates

Profit Before Tax 412.80 1,239.28
Enacted tax Rate (under Normal Provisions) 33.38% 31.20%
Enacted tax Rate (under MAT) 16.69% 21.55%
Computed Expected Tax Expenses - Normal Provision* 137.81 386.66
Computed Expected Tax Expenses - MAT** 68.90 267.06
Non-deductible expenses 17.78 9.74

Ind AS Transition Adjustment (3.45) (4.45)
OCI Income / (Expenses) (18.31) (12.24)
Current Tax 64.92 260.11

Deferred Tax (88.35) 2.07
Tax Expenses for the year (23.43) 262.18
* Tax payable under the normal provisions is ` 9.87 Lakhs (PY ` 17.32 Lakhs) for the year ended 31.03.2020 after setting of the
unabsorbed accumulated losses to the extent ` 201.66 Lakhs allowed u/s 72 of Income Tax Act , 1961 balance unabsorbed loss
carried forward ` 4,354.72 Lakhs . Hence reconciliation of effective tax rate under normal tax computation does not arise.
**As the Company is liable to pay tax under section 115JB of the income tax Act 1961. the effective tax rate reconciliation is
provided as per the rate applicable for MAT.
6 - Non Current Tax Asset (Net)

Tax payments pending adjustment (net of provisions of ` 64.92 lakhs) 212.96 -
Total 212.96 -
7 - Other Non Current Assets

Capital Advances 109.05 23.59
Total 109.05 23.59
8 - Inventories
Raw Materials and Components ( Refer 8.1 below) 4,616.06 4,370.63
Work in Progress 1,245.11 1,267.79
Finished Goods 7,042.71 4,547.12
Traded Goods ( Refer 8.2 below) 3,889.59 3,834.52
Consumables 210.77 178.78
Stores 7.62 11.45
Total 17,011.86 14,210.29
8.1 Includes Goods in Transit 79.40 -

8.2 Includes Goods in Transit 70.38 -
Write-downs of inventories to net realisable value amounted to ` 3.35 lakhs ( P.Y ` 37.80 lakhs) was recognized as an expense
during the year
73
33 r d A n n u a l R e p o r t - 2020
9 - Trade Receivables ` in Lakhs

Trade Receivables
Considered Good - Secured 192.84 240.87

Considered Good - Unsecured 11,130.69 11,073.89
Have Significant increase in Credit Risk 91.27 85.70
Credit impaired 325.07 245.00
Retention Money Receivable - Unsecured Considered Good 380.66 380.66
Less:
Impairment for Trade Receivable under expected credit loss model 426.81 320.30
Total 11,693.72 11,705.82
10 - Cash and Cash Equivalents

i) Balances with Banks 47.55 303.60
ii) Cash on Hand (Refer Note 10.1 below) 32.69 8.21
iii) Bullion on Hand - 15.87
Total 80.24 327.68
10.1 Includes INR equivalent of Foreign Currency 3.12 4.47
11 - Bank Balances other than in 10 (i) above

Bank Balances held as Margin Money 351.20 626.66
Unpaid Dividend account 17.22 28.68
Total 368.42 655.34
12 - Other Current Financial Assets

Unsecured, Considered Good
- Loans and Advances 390.18 297.04
Accrued Interest 12.67 3.90
Deposits with Authorities 164.91 144.73
Total 567.76 445.67
13 - Current Tax Asset

Refund Receivable 44.46 48.21
Total 44.46 48.21
74
33 r d A n n u a l R e p o r t - 2020
14 - Other Current Assets ` in Lakhs

Unsecured Considered Good
Balance with Government Authorities 569.16 745.85
Prepaid Expenses 134.36 124.29
Advances to Suppliers 777.42 440.81
Others 21.88 19.94
Total 1,502.82 1,330.89
15 - Equity Share Capital

Authorised Share Capital
4,00,00,000 Equity Shares of ` 10/- each 4,000.00 4,000.00
Total 4,000.00 4,000.00

Issued, Subscribed And Paid Up
1,78,79,551 Equity Shares of ` 10/- each 1,787.96 1,787.96
Total 1,787.96 1,787.96
15.1 Movement in respect of Equity Shares is given below :
As at March 31, 2020 As at March 31, 2019

Particulars
Nos. ` in Lakhs Nos. ` in Lakhs
At the beginning of the year 1,78,79,551 1,787.96 1,78,79,551 1,787.96
(+) Issued during the year - - - -
(-) Redeemed during the year’ - - - -
Outstanding at the end of the year 1,78,79,551 1,787.96 1,78,79,551 1,787.96
15.2 Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of ` 10/- per share. The holders of the equity shares are entitled to
receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share holding at the meetings of
shareholders.
15.3 Details of Shareholders Holding more than 5% shares in the Company

Particulars
Nos. in Lakhs % of Holding Nos. in Lakhs % of Holding
V.M. Chettiar & Sons India LLP 35.07 19.62% 35.07 19.62%
LLM Appliances Private Limited 30.47 17.04% 30.47 17.04%
Mr.V.M.Seshadri 12.52 7.00% 12.52 7.00%
Mr.V.M.Lakshminarayanan 10.01 5.60% 10.01 5.60%
Reliance Alternative Investments Fund -Private Equity Scheme -I - 10.01 5.60%
Total 88.07 49.26% 98.08 54.86%
75
16 Other Equity ` in Lakhs

Other Comprehensive
Income (OCI)
Revaluation
Particulars Capital Profit Remeasurement of Total
General Security Retained Surplus
Capital Capital Redemption Net Defined benefit
Reserve Premium Earnings
Reserve * Reserve ** Liability/ Asset
Balance as at April 01,2019 538.56 9,701.53 1.73 142.10 6,674.77 80.08 14.81 17,153.58
Balance as at March 31, 2020 538.56 9,701.53 1.73 142.10 7,072.67 80.08 (56.55) 17,480.12

Other Comprehensive
76
Income (OCI)
Revaluation
Particulars Capital Profit Remeasurement of Total
General Security Retained Surplus
Capital Capital Redemption Net Defined benefit
Reserve Premium Earnings
Reserve * Reserve ** Liability/ Asset
Balance as at April 01,2018 538.56 9,701.53 1.73 142.10 5,717.51 80.08 51.76 16,233.27
Balance as at March 31, 2019 538.56 9,701.53 1.73 142.10 6,674.77 80.08 14.81 17,153.58
* Forfeited Shares (Transferred from Share Capital)

** On Redemption of Preference Shares issued by erstwhile Gangadharam Appliances Limited to The Industrial Finance Corporation of India (IFCI)
33 r d A n n u a l R e p o r t - 2020
33 r d A n n u a l R e p o r t - 2020
17 - Long Term - Borrowings ` in Lakhs

Non Current
Term Loan
(i) Secured
- Banks 1,542.03 2,208.09
- Others 1,402.47 1,116.96
(ii) Unsecured
- Other than Banks 1,402.00 1,630.00
Less: Current Maturities of Long term Debts 1,116.06 1,015.04
Total 3,230.44 3,940.01
I Terms of Payment:
i. Term Loans from Banks (including vehicle loans) are repayable over a period of 3 to 6 years;
ii. Term Loans from Others (including vehicle loans) are repayable over a period of 3 to 15 years.
II Security Provided:
a. Term Loans from Banks are Secured by
i. F irst charge by way of hypothecation of specific Plant and Machinery and Other Fixed Assets/Vehicles acquired out of loans and Equitable
Mortgage of certain Land and Building of the Company at Pudupakkam.
ii. Personal Guarantee of the Promoter Directors.
b. Other Term Loans:

i. Vehicle Loans are Secured by hypothecation of vehicles purchased out of such loans;
ii. Other Term Loans are Secured by hypothecation of first and exclusive charge on movable fixed assets purchased out of the said loan and
Equitable Mortgage of Undivided Land and office complex Building at Egattur.
iii. Personal Guarantee of the Promoter Directors.
18 - Other Financial Liabilities

Non Current
Security Deposits from Customers 276.66 277.66

Lease Liability 74.30 -
Less: Current Maturities of Lease Liability 11.71 -
Total 339.25 277.66
19 - Short Term Borrowings

Secured Demand Loans from Banks (Refer note 19.1 below) 12,686.81 10,433.68
Total 12,686.81 10,433.68
19.1 Secured by hypothecation by way of a first charge on Inventories, book debts, present and future and collateral paripassu charge
of Land and Buildings and also by the paripassu second charge on other Fixed Assets of the Company at Pudupakkam along with
personal Guarantee of Promoter Directors.
77
33 r d A n n u a l R e p o r t - 2020
20 - Trade Payables ` in Lakhs

Trade Payables
- Dues to Micro and Small Enterprises ( Refer note 20.1 below ) 531.90 49.33
- Others ( Refer note 20.2 below ) 10,217.84 9,889.72
Total 10,749.74 9,939.05

20.1 Details as required under MSME Act, 2006 - refer note 39
20.2 Details with respect to Related Parties details are disclosed in note 45
21 - Other Financial Liabilities

Current Maturities of Long Term Debt 1,116.06 1,015.04
Current Maturities of Lease Liability 11.71 -
Unclaimed Dividends 17.22 28.68
Payable to Employees 282.75 482.63
Total 1,427.74 1,526.35
22 - Other Current Liabilities

Statutory Liabilities 136.23 137.62
Advance from Customers 385.96 410.31
Others 36.57 33.33
Total 558.76 581.26
23 - Short Term Provision

Provision for Employee Benefits 253.93 130.90
Provision for Warranty 602.08 517.33
Total 856.01 648.23
24 - Current Tax Liabilities (Net)

Provision for Income Tax 93.38 348.13
Less: Advance Tax and Tax Deducted at Source - 252.06
Total 93.38 96.07
78
33 r d A n n u a l R e p o r t - 2020
25 - Revenue From Operations ` in Lakhs
Sale of Products 67,428.04 64,690.44
Scrap Sales 441.46 507.88
Total 67,869.50 65,198.32
26 - Other Income
Change in fair value of Financial Assets - 3.05
Interest income from Financial Assets measured at Amortised cost 32.89 79.80
Exchange Fluctuation ( Net ) 27.26 -
Other Non-Operating Income 85.53 122.08
Total 145.68 204.93
27 - Cost of Materials Consumed
Opening Stock
Raw Materials and Components 4,370.63 5,158.81
Add: Cost of
Processing Charges 1,369.97 1,156.07
Freight Inward 149.63 174.36
Less: Closing Stock

Total 31,053.58 31,663.55
28 - Changes in Inventories of Finished Goods , Work-in-Progress and Stock in trade
Opening Balance
Work in Progress 1,267.79 768.26
Finished Goods / Stock in Trade 8,381.64 6,458.82
Less Closing Balance

Work in Progress 1,245.11 1,267.79
Finished Goods / Stock in Trade 10,932.30 8,381.64
Total (2,527.98) (2,422.35)
79
33 r d A n n u a l R e p o r t - 2020
29 - Employee Benefits Expense ` in Lakhs
Salaries, Wages, Bonus etc. ( including payment to contractors) 6,674.28 5,967.73
Contribution to Provident and Other Funds 495.27 428.39
Staff Welfare Expenses 715.91 618.53
Total 7,885.46 7,014.65
30 - Finance Cost
Interest cost on Financial Liabilities measured at Amortized cost 2,079.26 1,979.10
Unwinding of the Discount on Financial Assets - 7.69
Others 334.15 258.33
Total 2,413.41 2,245.12
31 - Depreciation and Amortisation

Depreciation / Amortisation for the year
- Tangible Assets 1,079.77 964.11
- Intangible Assets 313.97 325.16
Total 1,393.74 1,289.27
32 - Other expenses
Power and Fuel 744.88 748.19
Rent 337.42 331.51
Repairs and Maintenance
- Buildings 12.99 4.47
- Machinery 200.62 56.73
- Others 440.45 358.49
Freight Outward 3,456.89 2,538.19
Ware House Charges 987.96 699.81
Insurance 45.16 42.20
Rates and Taxes 139.73 176.31
Travel and Conveyance 1,043.64 1,124.06
Communication 61.43 61.27
Payment made to Auditors ( Refer Note: 32.1 Below ) 17.49 19.55
Professional and Consultancy Charges 273.30 280.99
Advertisement, Publicity and Sales Promotion Expenses 6,476.58 5,420.79
Cash Discount 221.56 177.43
Sales Commission 973.89 1,306.81
Service Centre Expenses 519.21 398.38
Director’s Sitting Fees 24.00 17.70
Exchange Loss ( Net ) / Forward Contract Premium - 56.25
Provision for Doubtful Debts 106.50 39.45
Miscellaneous Expenses 807.61 754.66
Total 16,891.31 14,613.24
80
33 r d A n n u a l R e p o r t - 2020
Note 32.1 Payment made to Auditors ` in Lakhs
a) As Statutory Auditor
i. Audit Fees 15.00 15.00
ii. Other Services 0.25 1.05
iii. Out of Pocket Expenses 0.31 1.59
b) As Cost Auditor
i. Audit Fees 1.75 1.75
ii. Out of Pocket Expenses 0.18 0.16
Total 17.49 19.55
33. Corporate Information: equivalents, the Company has ascertained its operating cycle
as 12 months for the purpose of current and non-current
‘Gandhimathi Appliances Limited’, was originally incorporated
classification of assets and liabilities. Cash or cash equivalent
as Private Limited Company on 24th February 1986 and was
is treated as current, unless restricted from being exchanged
converted into a Public Limited Company on 25th April
or used to settle a liability for at least twelve months after the
1990. The name of the Company was changed to ‘Butterfly
reporting period.
Gandhimathi Appliances Limited’ (BGMAL), with effect from
25th October 2011. BGMAL is listed with Bombay Stock Deferred tax assets and liabilities are classified as non-current
Exchange (BSE) and National Stock Exchange (NSE). BGMAL assets and liabilities.
is involved in manufacturing and Trading of a wide range of
domestic kitchen and electrical appliances under the brand 34.1.4 Functional and Presentation currency
‘BUTTERFLY’ Items included in the Financial Statements of the Company
are measured and presented using the currency of the
34. Significant Accounting Policies primary economic environment in which the Company
operates (“Functional Currency”) . Indian Rupee is the
34.1 Basis of Preparation of Financial Statements
functional Currency of the Company.
34.1.1 Statement of Compliance
The financial statements comprising Balance Sheet, 34.2 Revenue recognition
Statement of Profit and Loss, Cash flow Statement and 34.2.1 Revenue from Sale of Goods / Services
Statement of changes in Equity, together with notes as at Sales are stated at net of returns and taxes on sales. Revenue
and for the year ended March 31, 2020 have been prepared from sale of goods / services are recognised on satisfaction of
in accordance with Ind AS’s notified under Section 133 of performance obligations and at transaction price as per the
the Companies Act, 2013 (‘the Act’), Companies ( Indian terms of the contract with customers.
Accounting Standards) Rules, 2015, other relevant provision
of the Act and amendments there to. 34.2.2 Interest Income
Interest income is recognised using the effective interest
34.1.2 Historical Cost convention
rate method. The effective interest rate is the rate that
The Financial Statements have been prepared under historical exactly discounts estimated future cash receipts through
cost convention on accrual basis except for certain assets and the expected life of the financial asset to the gross carrying
liabilities as stated in the respective policies, which have been amount of a financial asset.
measured at fair value.
34.3 Property Plant and Equipment
34.1.3 Current / Non Current classification
34.3.1 Tangible Assets
The assets and liabilities have been classified as current or
non-current as per the Company’s normal operating cycle and All property plant and equipment are stated at historical cost
other criteria set out in the Schedule III to the Act. Based on of acquisition less accumulated depreciation and impairment,
the nature of products and the time between the acquisition if any. Historical cost includes purchase price, taxes and duties
of assets for processing and their realisation in cash and cash (net of tax credits), labour cost and directly attributable
81
33 r d A n n u a l R e p o r t - 2020
overhead expenditure incurred upto the date the asset is Value in use is the present value of estimated future cash
ready for its intended use. flows expected to arise from the continuing use of an asset
and from its disposal at the end of its useful life. Assessment
Subsequent costs are included in the asset’s carrying amount is also done at each Balance Sheet date as to whether there
or recognized as a separate asset, as appropriate, only when it is any indication that an impairment loss recognised for an
is probable that future economic benefits associated with the asset in prior accounting periods may no longer exist or may
item will flow to the Company and the cost of the item can have decreased.
be measured reliably. The carrying amount of any component
accounted for as separate asset is derecognized when 34.4 Depreciation
replaced. All other repairs and maintenance are charged to The depreciable amount of an item of Property, Plant and
Profit or Loss during the reporting period in which they are Equipment (PPE) is allocated on a straight-line basis over its
incurred. useful life as prescribed in the manner specified in Schedule
34.3.2 Intangible assets II of the Act.
Intangible assets are measured at cost less accumulated Description Useful Life in Years
amortisation and impairment losses, if any.
Buildings 5 to 30
Identifiable intangible assets are recognized when the Plant and Machinery 15
Company controls the asset; it is probable that future Dies, Tools and Equipment 8
economic benefits expected with the respective assets will Electrical Equipment 10
flow to the Company for more than one economic period; and Office Equipment 5
the cost of the asset can be measured reliably. Amortisation
Furniture and Fittings 10
is provided on Straight Line Method (SLM), which reflect the
Vehicles 8 to 10
management’s estimate of the useful life of the intangible
assets. Computer and Information System 3 to 6
Intangible assets with finite lives are amortised over the useful If part of an item of PPE with a cost that is significant in
economic life and assessed for impairment whenever there is relation to the total cost of the asset and useful life of that part
an indication that the intangible asset may be impaired. The is different from remaining part of the asset; such significant
amortisation expense on intangible assets with finite lives part is depreciated separately.
is recognised in the statement of profit and loss unless such
Depreciation is charged on pro-rata basis from the date
expenditure forms part of carrying value of another asset
of addition / till the date of disposal. An item of PPE is
derecognized upon disposal or when no future economic
Intangible Asset Useful Life
benefits are expected to arise from the continued use of the
Software 6 - 10 years
asset. Gains or losses on such disposal of assets are recognised
Usage Right of Trade Mark/Trade Mark and 20 - 25 years. in statement of profit and loss.
Licence
Where the residual values are not more than 5% of original
34.3.3 Impairment of assets cost of the asset no depreciation is provided.
Assessment is done at each Balance Sheet date as to whether
there is any indication that an asset (tangible and intangible) 34.5 Borrowing Costs
may be impaired. If any such indication exists, an estimate The Company capitalises borrowing costs that are directly
of the recoverable amount of the asset/ cash generating attributable to the acquisition, construction or production
unit is made. For the purpose of assessing impairment, the of qualifying asset as a part of the cost of the asset. The
smallest identifiable group of assets that generates cash Company recognises other borrowing costs as an expense in
inflows from continuing use that are largely independent the period in which it incurs them. A qualifying asset is an
of the cash inflows from other assets or groups of assets, is asset that necessarily takes a substantial period of time to get
considered as a cash generating unit. Assets whose carrying ready for its intended use or sale.
value exceeds their recoverable amount are written down to
the recoverable amount. Recoverable amount is higher of To the extent the Company borrows generally and uses them
cash generating unit’s net selling price and its value in use. for the purpose of obtaining a qualifying asset, amount of
82
33 r d A n n u a l R e p o r t - 2020
borrowing cost eligible for capitalization is computed by the statement of financial position with a charge or credit
applying a capitalization rate to the expenditure incurred. recognized in other comprehensive income in the period
The capitalization rate is determined based on the weighted in which they occur. Re-measurement recognized in other
average of borrowing costs, other than borrowings made comprehensive income is reflected immediately in retained
specifically towards purchase of a qualifying asset. earnings and will not be reclassified to Statement of Profit or
Loss.
34.6 Foreign Currency Translation
34.8.2 Defined Contribution Plan:
34.6.1 Functional and presentation currency
Company’s contributions during the year towards provident
Items included in the financial statements are measured
fund, pension scheme and employees’ state insurance (‘ESI’)
using the currency of the primary economic environment in
scheme are recognised in the statement of profit and loss.
which the Company operates (‘the functional currency’). i.e in
Indian rupee (INR - `) 34.8.3 Short term employee benefits obligations are measured
on an undiscounted basis and are expensed as the related
34.6.2 Transaction and Balances
services provided. A liability is recognized for the amount
Foreign currency transactions are recorded in functional expected to be paid under short-term employee benefits if
currency using the exchange rates prevailing on the date of the company has a present legal or constructive obligation
transaction. As at the reporting date, non-monetary items to pay this amount as a result of past service provided by the
which are carried in terms of historical cost denominated employee and the obligation can be estimated reliably.
in a foreign currency are reported using the exchange rate
prevailing at the date of the transaction. All monetary assets 34.9 Taxes on Income
and liabilities denominated in foreign currency are restated
Income tax expense represents the sum of the current tax
at the closing exchange rates. Exchange differences arising
and deferred tax.
out of foreign currency transactions are recognised in the
Statement of Profit and Loss. Current Tax
34.7 Inventories The current tax is based on taxable profit for the year. Taxable
profit differs from ‘profit before tax’ as reported in the
34.7.1 Inventories are stated at the lower of cost (computed statement of profit or loss and other comprehensive income
on moving weighted average basis) and net realizable value because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or
34.7.2 Cost includes the cost of purchase including duties and deductible. The Company’s current tax is calculated using tax
taxes (net of tax credit), freight inward and other expenditure rates that have been enacted or substantively enacted by the
directly attributable to purchase. end of the reporting period.
Cost of work in progress and finished goods comprises of Current tax assets and liabilities are offset only if there is a
all direct costs and applicable manufacturing overheads legally enforceable right to set off the recognised amounts
incurred to bringing the inventories to the present location and it is intended to settle the liability on a net basis or
and condition. simultaneously.
Net realisable value is the estimated selling price in the Deferred Tax
ordinary course of business, less the estimated costs of
Deferred tax is provided using the balance sheet approach on
completion and the estimated costs necessary to make the
temporary differences at the reporting date between the tax
sale.
bases of assets and liabilities and their carrying amounts for
34.8 Employee Benefits financial reporting purposes at the reporting date.
34.8.1 Defined Benefit Plan: The carrying amount of deferred tax assets is reviewed at
Provision for gratuity, is made on the basis of actuarial valuation each reporting date and reduced to the extent that it is no
using the projected unit credit method. Re-measurement, longer probable that sufficient taxable profits will be available
comprising actuarial gains and losses, the effect of the to allow all or part of the asset to be utilised. Unrecognised
changes to the asset ceiling and the return on plan assets deferred tax assets are reassessed at each reporting date and
excluding interest (if applicable), is reflected immediately in are recognised to the extent that it has become probable that
83
33 r d A n n u a l R e p o r t - 2020
future taxable profits will allow the deferred tax assets to be Provisions are reviewed at the end of each reporting period
recovered. and adjusted to reflect the current best estimate. A provision
is reversed when it is no longer probable that an outflow of
Deferred tax assets — unrecognised or recognised, are resources embodying economic benefits will be required to
reviewed at each reporting date and are recognised/ settle the obligation.
reduced to the extent that it is probable/ no longer probable
respectively that the related tax benefit will be realised. Provision for warranty claims is recognised at the time of
sale based on the historical experience. Initial estimate of
Deferred tax liabilities and assets are measured at the tax warranty expense is reviewed annually
rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and 34.10.2 Contingent Liabilities
tax laws) that have been enacted or substantively enacted by Contingent liabilities are disclosed when there is a possible
the end of the reporting period. obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence
Deferred tax assets and deferred tax liabilities are offset if a
of one or more uncertain future events not wholly within
legally enforceable right exists to set off current tax assets
the control of the Company. Show cause notices are not
against current income tax liabilities and the deferred taxes
considered as Contingent Liabilities unless converted into
relate to the same taxable entity and the same taxation
demand.
authority.
34.11 Leases
The break-up of the major components of the deferred tax
assets and liabilities as at balance sheet date has been arrived The Company’s leases primarily consist of leases for certain
at after setting off deferred tax assets and liabilities where plant and machinery, Vehicles and Go-down. The Company,
the Company has a legally enforceable right to set-off assets being a lessee, assesses whether a contract contains a lease,
against liabilities and where such assets and liabilities relate at inception of a contract. Company recognises Right of Use
to taxes on income levied by the same governing taxation Asset and lease liability only when the contract conveys the
laws. right to control the use of an identified asset for a period of
time in exchange for consideration.
Current and Deferred Tax for the year
Current and deferred tax are recognized in profit or loss, The right-of-use assets are initially recognised at cost, which
except when they relate to items that are recognized in other comprises the initial amount of the lease liability adjusted for
comprehensive income or directly in equity, in which case, any lease payments made at or prior to the commencement
the current and deferred tax are also recognized in other date of the lease plus any initial direct costs less any lease
comprehensive income or directly in equity respectively. incentives. They are subsequently measured at cost less
accumulated depreciation and impairment losses.
Minimum Alternate Tax (MAT) is accounted as current tax
when the Company is subjected to such provisions of the Right-of-use assets are depreciated from the commencement
Indian Income Tax Act, 1961. However, credit of such MAT date on a straight-line basis over the shorter of the lease term
paid is available when the Company is subjected to tax as and useful life of the underlying asset.
per normal provisions in the future. Credit on account of MAT The lease liability is initially measured at amortised cost at
is recognized as an asset based on its recoverability in the the present value of the future lease payments. The lease
future. payments are discounted using the interest rate implicit in
34.10 Provisions and Contingent Liabilities the lease or, if not readily determinable, using the incremental
borrowing rates.
34.10.1 Provisions
A provision is recorded when the Company has a present or For the short-term and low value leases, the Company
constructive obligation as a result of past events, it is probable recognises the lease payments as an operating expense on a
that an outflow of resources will be required to settle the straight-line basis over the term of the lease.
obligation and a reliable estimate can be made of the amount
of the obligation.
84
33 r d A n n u a l R e p o r t - 2020
34.12 Cash and Cash Equivalents For trade receivables, the Company applies the simplified
approach permitted by Ind AS 109 Financial Instruments,
Cash and cash equivalents include cash on hand and other
which requires Expected Credit Losses (ECL) to be recognised
short-term, highly liquid investments with original maturities
from initial recognition of the receivables.
of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk The application of simplified approach does not require the
of changes in value. Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each
34.13 Financial Assets
Balance Sheet date, right from its initial recognition
34.13.1 Classification
The Company classifies its financial assets in the following 34.13.6 De recognition of Financial Assets
measurement categories: A financial asset (or, where applicable, a part of a financial
asset or part of a group of similar financial assets) is primarily
(i) Those measured subsequently at fair value through derecognised (i.e. removed from the Company’s balance
profit or loss (in case of investments in mutual funds) sheet) when the rights to receive cash flows from the asset
(ii) Those measured at amortised cost have expired.
34.14 Financial Liabilities

34.13.2 Measurement
34.14.1 Classification
Initial Recognition Measurement
The Company classifies all financial liabilities as subsequently
Financial assets are recognised when the company
measured at amortised cost.
becomes party to the contract. The Company measures a
financial asset at its fair value plus cost that are directly 34.14.2 Initial recognition and measurement
attributable to the acquisition of the financial asset.
The Company’s financial liabilities include trade and other
Transaction costs of financial assets carried at fair value
payables, loans and borrowings including bank overdrafts. All
through profit or loss.
financial liabilities are recognised initially at fair value and, in
34.13.3 Subsequent Measurement the case of loans and borrowings and payables, net of directly
attributable transaction costs.
Investments
Investments are subsequently measured at Fair value through 34.14.3 Loans and Borrowings
Profit and loss. Income or loss from these financial assets is After initial recognition, interest-bearing loans and borrowings
included in other income or other expenses. are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in the Statement of
34.13.4 Other Financial Assets
Profit and Loss when the liabilities are derecognised.
After Initial Measurement, financial assets are subsequently
measured at amortised cost using the effective interest rate Amortised cost is calculated by taking into account any
method (EIR method). Amortised cost is calculated by taking discount or premium on acquisition and fees or costs that are
into account any discount or premium and fees or cost that an integral part of the EIR. The EIR amortisation is included as
are an integral part of EIR. The EIR amortization is included in finance costs in the Statement of Profit and Loss. This category
finance income in the statement of profit and loss. The losses generally applies to interest-bearing loans and borrowings.
arising from impairment are recognised in the statement of
profit and loss 34.14.4 De-recognition
A financial liability is derecognised when the obligation
34.13.5 Impairment of Financial Assets under the liability is discharged or cancelled or expires. When
The Company assesses on a forward looking basis the an existing financial liability is replaced by another from the
expected credit losses associated with its assets carried same lender on substantially different terms, or the terms
at amortised cost. The impairment methodology applied of an existing liability are substantially modified, such an
depends on whether there has been significant increase in exchange or modification is treated as the derecognition of
credit risk. Note 37.2 details how the Company determines the original liability and the recognition of a new liability. The
whether there has been a significant increase in credit risk. difference in the respective carrying amounts is recognised in
the Statement of Profit and Loss.
85
33 r d A n n u a l R e p o r t - 2020
34.14.5 Offsetting of Financial Instruments in basic and diluted earnings per share. However where
Financial assets and financial liabilities are offset and the net retrospective restatement is not practicable for a particular
amount is reported in the balance sheet if there is a currently period then the circumstances that led to the existence of
enforceable legal right to offset the recognised amounts and that condition and the description of how and from where
there is an intention to settle on a net basis, to realise the the error is corrected are disclosed in notes forming part of
assets and settle the liabilities simultaneously. Financial statements.
34.15 Dividend to Shareholders 34.20 Cash Flow Statement
Final dividend proposed and distributed to equity Cash flow statement is prepared in accordance with the
shareholders is recognized only in the financial year in which indirect method prescribed in Ind AS 7 ‘Statement of Cash
it is approved by the members of the Company in the Annual Flows’.
General Meeting. Interim dividend is recognized when
Cash flows are reported using the indirect method, whereby
approved by the Board of Directors at the Board Meeting.
profit/ (loss) before tax is adjusted for the effects of
Dividend distributed is recognized in the Statement of
transactions of non cash nature and any deferrals or accruals
Changes in Equity.
of past or future cash receipts or payments. Cash flow for
34.16 Earnings Per Share the year is classified by operating, investing and financing
activities
Basic earnings per share is calculated by dividing the net profit
or loss for the year attributable to equity shareholders by 34.21 Critical Estimates and Judgements
the weighted average number of equity shares outstanding
The preparation of financial statements in conformity with
during the year.
the generally accepted accounting principles requires
For the purpose of calculating diluted earnings per share, management to make certain estimates and assumptions
the net profit or loss for the year attributable to equity that affect the reported amount of assets and liabilities as of
shareholders and the weighted average number of shares the balance sheet date and reported revenue and expenses
outstanding during the year are adjusted for the effects of all for the year and disclosure of contingent liabilities as of the
dilutive potential equity shares. date of balance sheet. The estimates and assumptions used in
the accompanying financial statements are based upon the
34.17 Derivative Financial Instruments management’s evaluation of the relevant circumstances as of
The Company enters into forward contract to manage its the date of financial statements. Actual amounts could differ
exposure to foreign currency exchange risks. These derivative from these estimates.
contracts that do not qualify for hedge accounting under
Ind AS 109, are initially recognized at fair value on the date 35. Other Financial Information
the contract is entered into and subsequently measured
35.1 Contingent Liabilities:
through at profit or loss. Gains or loss arising from changes
in the fair value of the derivative contracts are recognized in 35.1.1 Demands raised on the Company by the respective
statement of profit and loss. authorities are as under:
(` in Lakhs)
34.18 Segment Information As at As at
Nature of Statute March March
The Company has identified “Domestic Appliances” as a only
31, 2020 31, 2019
reportable segment based on the manner in which operating
Central Excise / Customs (of which ` 23.78 2,014.05 2,112.29
results are reviewed by the Chief Operating Decision Maker
(PY ` 31.83) have been paid under protest)
(CODM).
VAT / Sales Tax (of which ` 27.60 (PY 206.11 216.62
` 22.59 lakhs) have been paid under protest)
34.19 Prior Period Employee State Insurance and Labour 73.75 76.91
Errors of material amount relating to prior period(s) are matter (of which ` 26.88 (PY ` 26.88) have
disclosed by a note with nature of prior period errors, been paid under protest)
amount of correction of each such prior period presented Total 2,293.91 2,405.82
retrospectively, to the extent practicable along with change
86
33 r d A n n u a l R e p o r t - 2020
35.1.2 Other Contingent Liabilities: (` in Lakhs as of March 31, 2019)

(` in Lakhs) Financial Financial
Assets/ Assets /
As at As at
Liabilities Liabilities
Particulars March March Particulars Amortized
at fair value at fair value
31, 2020 31, 2019 Cost
through through
First Loan Default Guarantee (FLDG) 1,000.00 - profit or loss OCI
Total 1,000.00 - Assets:
Non Current
35.2 Capital Commitments
Investment - 23.31 -
(` in Lakhs) Other Non- Current
As at As at Financial Assets 107.60 - -
Particulars March March Current Trade
31, 2020 31, 2019
Receivables 11,705.82 - -
Capital Commitments (net of advance) 50.82 47.78
Cash & Cash
Equivalents 327.68 - -
36 Disclosures in respect of Ind AS 107 - Other Bank
Financial Instruments Balances 655.34 - -
Other Financial
Financial Instruments by Categories
Assets 445.67 - -
The carrying value and fair value of financial instruments by Liabilities:
categories were as follows: Long term
Borrowings 3,940.01 - -
(` in Lakhs as of March 31, 2020)
Other Non- Current
Financial Financial
Financial Liabilities 277.66 - -
Assets/ Assets/
Liabilities Liabilities Short Term
Amortized
Particulars at fair value at fair Borrowings 10,433.68 - -
Cost
through value Trade Payables 9,939.05 - -
profit or through
loss OCI Other Current
Financial Liabilities 1,526.35 - -
Assets:
Non Current - 18.40 - 36.2 Fair Value Hierarchy
Investment
¾¾ Level 1 - Quoted prices (unadjusted) in active markets
Other Non- Current 184.31 - -
for identical Assets or Liabilities.
Financial Assets
Current Trade 11,693.72 - - ¾¾ Level 2 - Inputs other than quoted prices included
Receivables within Level 1 that are observable for the asset or
Cash & Cash 80.24 - - liability, either directly (i.e. as prices) or indirectly (i.e.
Equivalents derived from prices).
Other Bank Balances 368.42 - - ¾¾ Level 3 - Inputs for the assets or liabilities that are
Other Financial Assets 567.76 - - not based on observable market data (unobservable
Liabilities: inputs).
Long term Borrowings 3,230.44 - -
36.3 Valuation Technique used to determine Fair Value:
Other Non- Current 339.25 - -
Financial Liabilities Specific valuation techniques used to value financial
instruments include:
Short Term Borrowings 12,686.81 - -
Trade Payables 10,749.74 - - Use of quoted market prices for Listed instruments
Other Current Financial 1,427.74 - -
Liabilities
87
33 r d A n n u a l R e p o r t - 2020
36.4 The following tables present fair value hierarchy of Assets and Liabilities measured at fair value:
(` in Lakhs)
For the year ended March 31, 2020 For the year ended March 31, 2019
Particulars
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial Assets
Investments in Quoted Mutual Funds 18.40 - - 18.40 23.31 - - 23.31
Bullion on Hand - - 15.87 - - 15.87
37. Financial Risk Management (` in Lakhs)

The Company is primarily exposed to fluctuation in Market As at March As at March
GBP sensitivity at year end
31, 2020 31, 2019
risk, Credit risk and Liquidity risk. The Company has a risk
management policy which addresses the risk associated with Receivables:
the financial asset and liabilities. Weakening of INR by 5% 0.76 1.50
Strengthening of INR by 5% (0.76) (1.50)
37.1 Market Risk
Market risk is the risk of fluctuation in future cash flow of Amount in bracket represents additional cash outflow. Other
financial instruments due to change in market prices arising amounts represents additional cash inflow.
on account of currency risk and Interest rate risk.
37.1.2 Interest Rate Risk
37.1.1 Foreign Currency Exchange Rate Risk Company is exposed to short term and long term borrowings.
The fluctuation in foreign currency exchange rates may have Long term borrowing’s interest rates are fixed and not
potential impact on the statement of profit or loss, other subject to any interest rate risk. Short term borrowings being
comprehensive income and equity. working capital loans are subject to interest rate fluctuation
based on the performance and external credit rating of the
The Company evaluates the impact of foreign exchange rate Company
fluctuations by assessing its exposure to exchange rate risks.
Currently the Company follows a policy of hedging 100% of its At the reporting date the interest rate profile of the Company’s
trade payables. On an overall basis, the Company has hedged interest – bearing financial instruments as follows:
16.29% of its foreign exchange exposure thus minimising the
currency risk. (`in Lakhs)
As at March As at March
Sensitivity analysis of foreign currency risk for as estimated Particulars
31, 2020 31, 2019
fluctuation of +/- 5% to the outstanding foreign currency
Fixed Rate Instruments
exposure is provided below.
(FC in Lakhs) Financial Asset
Liabilities Assets Margin Money with Bank 409.39 626.66
Foreign
Currency As at As at As at As at Financial Liabilities
Exposure March March 31, March 31, March
31, 2020 2019 2020 31, 2019 Term Loan from Bank / 4,346.50 4,955.05
USD 4.09 13.91 7.28 8.39 Others
GBP - - 0.16 0.33 Variable Rate Instruments
(` in Lakhs) Short Term Borrowings 12,686.81 10,433.68

USD sensitivity at year end
31, 2020 31, 2019 The interest expenses and impact on statement of Profit on
Receivables: Loss on account of Increase/decrease of 100 basis points in
Weakening of INR by 5% 27.43 29.00 interest rates at the balance sheet date is provided in table
Strengthening of INR by 5% (27.43) (29.00) below:
Payables:
Weakening of INR by 5% (15.43) (48.10)
Strengthening of INR by 5% 15.43 48.10
88
33 r d A n n u a l R e p o r t - 2020
(` in Lakhs) Credit Risk Exposure:

As at As at An analysis of age of trade receivables at each reporting date
Particulars March 31, March 31, is summarized as follows:
2020 2019
(` in Lakhs)
Interest Expenses arising on account of
variable rate of interest on short term Particulars
borrowings 1185.79 1,196.66 Gross Impairment Gross Impairment
Impact on Interest Cost: Within the 3,051.70 - 4,890.69 -

credit period
Increase in 100 basis point (Increase in
Interest Cost) (118.30) (126.32) 0 to 180 7,353.26 25.45 6,029.17 14.14
days
Decrease in 100 basis points (Decrease
in Interest Cost) 118.30 126.32 More than 1,334.91 401.35 714.53 306.16
180 days
37.2 Credit Risk
Movement in Provision for Doubtful Debts Amount
Credit risk refers to the risk of default on its obligation by the As at April 01, 2019 320.30
counterparty resulting in a financial loss. It principally arises
Add: Provided for the year 106.50
from the Company’s Trade Receivables.
Less: Utilization for the year -
Trade Receivables:
As at March 31, 2020 426.80
The Company has outstanding trade receivables amounting
to ` 11,693.72 lakhs and ` 11,705.82 lakhs as of March 31, 37.3 Liquidity Risk
2020 and March 31, 2019, respectively. Trade receivables are
Liquidity needs of the Company are monitored on the basis
unsecured in nature, except to the extent of security deposits
of monthly and yearly projections. The company’s principal
received from the distributors. Company’s exposure to credit
sources of liquidity are cash and cash equivalents, cash
risk is influenced mainly by the individual characteristics of
generated from the operations and bank borrowings.
each customer. The Company is not exposed to concentration
of credit risk to any one single customer. Default on account The Company manages the liquidity needs by continuously
of Trade Receivables happens when the counterparty fails to monitoring cash inflows and by maintaining adequate cash
make contractual payment when they fall due. and cash equivalents. Net cash requirements are compared
to available cash in order to determine any shortfalls.
Credit risk is managed by the Company by continuous
monitoring of overdue receivables and also by making Short term liquidity requirements consist mainly of sundry
adequate provision towards expected credit loss in the creditors, expense payable, employee dues and repayment of
books of account as per the simplified approach stated in loans arising during the normal course of business as of each
the accounting policy. With respect to retention money no reporting date. The Company meets its short term liquidity
credit risk is estimated as per terms of the arrangement and requirements primarily through efficient working capital
accordingly management has not provided for credit loss for management and by accessing additional and alternative
the retention money. credit facilities available in the financial market.
Expected credit loss provision matrix provided below. The Company assess long term liquidity requirements on a
Overdue Period periodical basis and manage them through internal accruals
Within and bank borrowings.
Particulars 0-180 More than
the credit
days 180 days The table below provides details regarding the contractual
period
cash outflow for financial liabilities. The table has been
Trade Receivables - 0.35% 30.07%
drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Company is
required to pay.
89
33 r d A n n u a l R e p o r t - 2020

On demand and
6 months to 1 More than
Particulars Less than 1-3 years 3-5 years Total
year 5 years
6 months
Loan from Banks 560.34 557.97 1,501.46 746.36 980.37 4,346.50
Short Term Borrowings 12,686.81 - - - - 12,686.81
Security Deposits - - - - 276.66 276.66
Trade Payables 10,749.74 - - - - 10,749.74
Other Financial Liabilities 299.97 - - - - 299.97
Lease Liability 5.66 6.05 28.64 33.95 - 74.30

On demand
6 months to More than
Particulars and Less than 1-3 years 3-5 years Total
1 year 5 years
6 months
Loan from Banks 506.07 508.97 2004.39 648.54 1,287.08 4,955.05
Short Term Borrowings 10,433.68 - - - - 10,433.68
Security Deposits - - - - 277.66 277.66
Trade Payables 9,939.05 - - - - 9,939.05
Other Financial Liabilities 511.31 - - - - 511.31
38. Capital Management As at As at

The Company’s capital comprises equity share capital, Particulars March 31, March 31,
2020 2019
retained earnings and other equity attributable to equity
holders. The primary objective of Company’s capital c. Payment made to Suppliers - -
(Other than interest) beyond the
management is to maximize shareholders value. The
appointed day during the year
Company manages its capital and makes adjustment
to it in light of the changes in economic and market d. Interest paid to Suppliers under - -
the Act (Other than Section 16)
conditions. The total capital as on March 31, 2020 is
`19,268 Lakhs. (Previous Year: `18,942 Lakhs ). e. Interest paid to Suppliers under - -
(` in Lakhs) the Act (Section 16)
Interest due and payable to
f. - -
As at March 31, As at March 31,
Particulars suppliers under the Act, for
2020 2019
payments already made
Total Debt 17,033.31 15,388.73
g. Interest accrued and remaining - -
Total Equity 19,268.07 18,941.54
unpaid at the end of the year to
Debt to equity ratio 0.88 0.81 Suppliers under the Act
39. Disclosures Required Under the “Micro, Small and This information has been given in respect of such vendors
Medium Enterprises Development Act, 2006”. to the extent they could be treated as ‘Micro and Small
(` in Lakhs) Enterprises’ on the basis of information available with the
As at As at Company on which the Auditors have relied upon.
Particulars March 31, March 31,
2020 2019 40. Disclosure in respect of Indian Accounting Standard
(Ind AS)-19 “Employee Benefits”
a. Principal amount due to Suppliers 531.90 49.33
under the Act 40.1 G
eneral description of various defined employee’s
b. Interest accrued and due to 1.07 - benefits schemes are as under:
Suppliers under the Act, on the
above amount
90
33 r d A n n u a l R e p o r t - 2020
a) Provident Fund:
The Company’s Provident Fund (defined contribution fund) is managed by Regional Provident Fund Commissioner. The
Company pays fixed contribution to provident fund at pre-determined rate.
b) Gratuity:
Gratuity is a defined benefit plan, in respect of past services provided by the employees is quantified based on the actuarial
valuation.
The scheme is funded by the Company and the liability is recognized on the basis of contribution payable to the insurer.
Disclosure of information as required under Ind AS-19 have been made in accordance with the actuarial valuation.
The summarized position of various defined benefits recognized in the Statement of Profit and Loss, Other Comprehensive
Income (OCI) and Balance Sheet and other disclosures are as under:
Movement in Defined Benefit Obligation:(` in Lakhs)
For the Year Ended For the Year Ended
Particulars
March 31, 2020 March 31, 2019
Defined Benefit Obligation - Beginning of the year 765.50 622.85
Current Service Cost 91.60 86.64
Interest Cost 56.89 46.28
Past Service Cost -- --
Benefits Paid (37.65) (45.15)
Re-measurements - Actuarial Loss / (Gain) 111.36 54.88
Defined Benefit Obligation – End of the year 987.70 765.50
Movement in Plan Asset:(` in Lakhs)

Particulars
March 31, 2020 March 31, 2019
Fair value of Plan Assets at Beginning of year 634.59 555.94
Employer Contributions 85.00 81.45
Benefits Paid (37.65) (45.15)
Re-measurements – Return on Plan Assets 50.16 44.26
Re-measurements - Actuarial (Loss) / Gain 1.67 (1.91)
Fair value of Plan Assets at end of year 733.77 634.59
Amount Recognized in Statement of Profit and Loss ( ` in Lakhs)

Particulars
March 31, 2020 March 31, 2019
Current Service Cost 91.60 86.64
Curtailment Cost/(Credit) - -
Net Interest on Net Defined Benefit Liability / (Assets) 6.74 2.02
Past Service Cost - -
Cost Recognized in Profit and Loss 98.34 88.66
Amount recognized in Other Comprehensive Income (OCI) (` in Lakhs)

Particulars
March 31, 2020 March 31, 2019
Actuarial (Gain) / Loss due to assumption changes 111.36 54.88
Difference between Actual Return and Interest Income on Plan Assets- (Gain) / Loss (1.67) 1.91
Actuarial (Gain) / Loss recognized in OCI 109.69 56.79
91
33 r d A n n u a l R e p o r t - 2020
Sensitivity Analysis
Assumption Change in Assumption As at March 31, 2020 As at March 31, 2019
+0.50% (51.21) (35.77)
Discount Rate
-0.50% 55.81 38.91
+0.50% 51.28 36.55
Salary Growth Rate
-0.50% (47.55) (33.87)
Actuarial Assumption
Discount Rate 6.64% 7.62%
Rate of Salary Increase 7.00% 7.00%
Attrition Rate 3.50% 3.50%
Retirement Age 60 Years 60 Years
Average Future Service 14.8 Years 14.8 Years
Expected Benefit Payments ( ` in Lakhs)

S.No. Year of payment As at March 31, 2020 As at March 31, 2019
1 Year 1 39.06 32.47
2 Year 2 91.79 156.43
3 Year 3 45.97 51.01
4 Year 4 95.54 37.86
5 Year 5 60.78 65.93
6 Next 5 Years 370.54 253.97
Category of Investment in Plan Assets

Category of Investment % of fair value of plan assets
Insurance Policies 100%
41. Disclosure in respect of Indian Accounting standard (Ind AS)-108: “Operating Segments”
Since the Company primarily operates in one segment – Domestic appliances and there is no reportable Geographical segment
either.
The Company has derived revenues from one customer which amount to more than 10 per cent of Company’s revenues, the
details are given below:
(` in Lakhs)
Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
No of Customer 1 -
Revenue 9,669.40 -
42. Disclosure in respect of Indian Accounting Standard (Ind AS)-33 “Earnings Per Share(EPS)”
a) Basic EPS
The earnings and weighted average number of ordinary shares used in the calculation of Basic EPS is as follows:
For the year ended For the year ended

Particulars
March 31, 2020 March 31, 2019
Profit for the year, attributable to the owners of the Company ` 326.54 Lakhs ` 920.31 Lakhs
Earnings used in calculation of basic earnings per share(A) ` 326.54 Lakhs ` 920.31 Lakhs
Weighted average number of ordinary shares for the purpose of basic 1,78,79,551 1,78,79,551
earnings per share(B)
Basic EPS = (A/B) (Face Value of Rs.10 per share) ` 1.83 ` 5.15
92
33 r d A n n u a l R e p o r t - 2020
b) Diluted EPS
The earnings and weighted average number of ordinary shares used in the calculation of Diluted EPS is as follows:

Particulars
March 31, 2020 March 31, 2019
Profit for the year, attributable to the owners of the Company `326.54Lakhs `920.31Lakhs
Earnings used in calculation of basic earnings per share(A) `326.54Lakhs `920.31Lakhs
Weighted average number of ordinary shares for the purpose of basic earnings 1,78,79,551 1,78,79,551
per share(B)
Diluted EPS = (A/B) (Face Value of Rs.10 per share) `1.83 `5.15
43. Disclosure in respect of Indian Accounting Standard (Ind AS)-37 “Provisions, Contingent Liabilities and Contingent
Assets”
Warranty:
Provision is made for estimated warranty in respect of products sold which are still under warranty period at the end of the
reporting period.
Movement of provision for warranty:

(` in Lakhs)
Balance as at Additions during Utilization Reversal during Balance as at
Particulars
April 01, 2019 the year during the year the year March 31, 2020
Provision for Warranty 517.33 560.27 475.52 - 602.08
44. Disclosures in respect of Ind As 7 - Statement of Cash Flow

Reconciliation of liabilities from financing activities: -
(i) Long Term Borrowings (Including Current maturities) (` in Lakhs)
As at April Fair Value As at March
Particulars Proceeds Repayments
01,2019 changes* 31,2020
Term Loan from Bank 2,208.09 60.89 (732.00) 5.05 1,542.03
Term Loan from Others 2,746.96 352.57 (295.06) - 2,804.47
Total 4,955.05 413.46 (1,027.06) 5.05 4,346.50
*Non Cash Movement
(ii) Short Term Borrowings (` in Lakhs)

Foreign exchange
Particulars As at April 01,2019 Cash Flow As at March 31,2020
Movement
Working capital facilities 10,433.68 2,253.13 - 12,686.81
Other short term Borrowings - - - -
Total 10,433.68 2,253.13 - 12,686.81
45. Disclosure in respect of Indian Accounting Standard 24 “Related Parties Disclosures”

Key Managerial Personnel
Mr.V.M.Lakshminarayanan, Chairman & Managing Director
Mr.V.M.Balasubramaniam, Vice-Chairman & Managing Director
Mr.V.M.Seshadri, Managing Director
Mr.V.M.Gangadharam, Executive Director
Mr.V.M.Kumaresan, Executive Director-Technical
Mr.K.S. Ramakrishnan – Company Secretary & General Manager (Legal) (CS)
Mr. R. Nagarajan – Chief Financial Officer (CFO)
93
33 r d A n n u a l R e p o r t - 2020
Relatives of Key Managerial Personnel: Sivagurunathan Industries

East West Combined Industries
Mr. V.M.L.Karthikeyan
Mrinalini Industries
Mr. G.Viswanathan
Bean and Leaf Beverages Private Limited
Mr. V.M.L.Senthilnathan
H&S Supply Chain Solution Private Limited
Mr. V.M.L.Ganesan
Chrysalis Home Needs Private Limited
Mr. V.M.G.Mayuresan
Rishaba Industries LLP
Compensation to Key Managerial Persons (KMP) B Cube Ventures LLP
45.1 Managerial Remuneration: Transactions during the year and outstanding balances
i. Directors : -(` in Lakhs) a) Enterprises owned or significantly influenced by Key
For the year For the year Management Personnel or their Relatives:
Particulars ended March ended March
31, 2020 31, 2019 (` in Lakhs)
Short-term employee benefits 416.16 260.10 For the
For the year
(Remuneration) Sl. year ended
Particulars ended March
No. March 31,
Post-employment benefits (PF) 43.40 26.01 31, 2019
2020
Total 459.56 286.11 1 Purchase of Goods 2,052.15 1,215.80
2 Services Received 3,865.90 2,402.12
As at March 31, As at March 31, – Warehousing 857.17 579.36
Particulars
2020 2019 – Freight 2,730.11 1,822.76
Payable 31.41 54.33 – Others 278.62 -
3 Sales and Services 115.82 114.88
ii. Others (CEO*, CFO & CS) : - (` in Lakhs)
Total 6,033.87 3,732.80
For the year For the year
Particulars ended March ended March
31, 2020 31, 2019 b) Outstanding balances:(` in Lakhs)
Remuneration and Short-term 54.22 128.66 As at As at
Particulars
Benefits March 31, 2020 March 31, 2019
Post-employment benefits 3.03 5.36 Receivable - -
Total 57.25 134.02 Payable 363.62 73.92
* Till 31.08.2018 c) Remuneration & Perquisites to Relatives of KMP

(` in Lakhs)
Note: As the future liability for gratuity is provided on an For the year For the year
actuarial basis for the company as a whole, the amount Particulars ended March ended March
pertaining to individuals is not ascertainable and therefore 31,2020 31, 2019
not included above. Remuneration and Short- 159.84 144.00
As at As at term benefits
Particulars
March 31, 2020 March 31, 2019 Post-employment benefits 16.70 14.40
Payable 1.73 2.68 Total 176.54 158.40
Related Parties: Note: As the future liability for gratuity is provided on an

actuarial basis for the Company as a whole, the amount
Enterprises owned or significantly influenced by Key
pertaining to individuals is not ascertainable and therefore
Management Personnel or their Relatives
not included above.
LLM Appliances Private Limited
d) Outstanding balances: (` in Lakhs)
V.M.Chettiar & Sons India LLP
Butterfly Quality Centre Private Limited Particulars
31, 2020 31, 2019
Butterfly Industrial Designs Private Limited
Payable 12.03 16.05
Swaminathan Enterprises Private Limited
94
33 r d A n n u a l R e p o r t - 2020
46. Details of CSR Expenditure (` in Lakhs)

Particulars
March 31, 2020 March 31, 2019
a. Gross amount required to be spent during the Year - -

Particulars
March 31, 2020 March 31, 2019
b. Amount spent during the year In Cash Yet to be In Cash Yet to be
Paid in Cash Paid in Cash
i. Construction/acquisition of any asset - - - -
ii. On purposes other than (i) above - - - -
During the year the company has spent ` 14.72 lakhs for CSR activities including CSR obligations of earlier year.
47. As per the directives of both the Central and State Governments in the wake of COVID-19 pandemic, the Company had
suspended operations across various locations w.e.f. 23/03/2020, adversely impacting the business during the quarter. The
Company has been taking various precautionary measures to protect employees and their families from COVID-19 including
allowing the employees to Work From Home (WFH) wherever it was feasible.
The Company expects to recover the carrying amount of all its assets including inventories, receivables and loans in the
ordinary course of business based on information available on current economic conditions. Company’s liquidity positions are
continuously monitored and managed based on the close monitoring of collections from the customers and credit lines from
the Banks and Financial Institutions. Company don’t foresee any constraints in servicing its debts as its products’ supply chain
and sales are gradually resuming to normal. However, the Company is continuously monitoring any material changes in future
economic conditions.
Operations have been resumed in a phased manner at various locations from 08/05/2020, taking cognizance of the
Governments’ views around resuming manufacturing activities with controlled entry and exit facilities, and after obtaining
necessary permissions in this behalf.
48. The Financial statements were reviewed and recommended by the Audit Committee and has been approved by the Board
of Directors at their meeting held on 12th June 2020.
S.SUNDAR RAJAN V.M.LAKSHMINARAYANAN V.M.SESHADRI


Date : 12.06.2020 Chief Financial Officer
95
33 r d A n n u a l R e p o r t - 2020
Notes
96
BUTTERFLY
BUTTERFLY
GANDHIMATHI
GANDHIMATHI
APPLIANCES
APPLIANCES
LIMITED
LIMITED
ANNUAL
ANNUAL
REPORT
REPORT
2019 2019
PRODUCT
CONTENTS
GALLERIA
CONTENTS
Page No.Page No. Page No.Page No.
1. Chairman’s
1. Chairman’s
MessageMessage 2 7.2Balance7. Balance
Sheet Sheet 56 56
2. Notice2. Notice 3 8.3Profit 8.
and
Profit
LossandStatement
Loss Statement 57 57
GLASS
3. Directors’
TOP STOVES
3. Directors’
Report Report 9 9.9Cash Flow
9. Cash
Statements
Flow Statements 58 58
4. Management
4. Management
Discussion
Discussion
and Analysis
and Analysis
31 10.
31 Notes10.onNotes
accounts
on accounts 60 60
5. Report5. on
Report
Corporate
on Corporate
Governance
Governance35 11.
35Route11.MapRoute Map 87 87
6. Independent
6. Independent
AuditorsAuditors
Report Report 50 50
12. Attendance
12. Attendance
Slip & Proxy
Slip &Form
Proxy Form 89 89
BOARDBOARD
OF DIRECTORS
OF DIRECTORS
Mr. V. M.Mr.
Lakshminarayanan
V. M. Lakshminarayanan .................................................... Chairman
.................................................... Chairman
& Managing
& Managing
DirectorDirector
Mr. V. M.Mr.
Balasubramaniam
V. M. Balasubramaniam ...................................................... Vice Chairman
...................................................... Vice Chairman
& Managing
& Managing
DirectorDirector
Mr. V. M.Mr.
Seshadri
V. M. Seshadri
............................................................................... Managing
............................................................................... Managing
DirectorDirector
Mr. V. M.Mr.
Gangadharam
V. M. Gangadharam ................................................................ Executive
................................................................ Executive
DirectorDirector
Mr. V. M.Mr.
Kumaresan
V. M. Kumaresan ........................................................................ Executive
........................................................................ Executive
DirectorDirector
- Technical
- Technical
Mr. K. Ganesan
Mr. K. Ganesan
....................................................................................... Independent
....................................................................................... Independent
DirectorDirector
Mr. M. Padmanabhan
Mr. M. Padmanabhan SIGNATURE 3BIndependent
......................................................................
...................................................................... Independent
DirectorDirector PRISM 3B
Mr. A. Balasubramanian
Mr. A. Balasubramanian ............................................................... Independent
............................................................... Independent
DirectorDirector
Mr. G. S.Mr.
Samuel
G. S. Samuel
................................................................................... Independent
................................................................................... Independent
DirectorDirector
Mr. T. R.Mr.
Srinivasan
T. R. Srinivasan............................................................................ Independent
............................................................................ Independent
DirectorDirector
Mrs. Maheshwari
Mrs. MaheshwariMohan ............................................................. WomanWoman
Mohan ............................................................. Independent
Independent
DirectorDirector
Mr. AnandMr. Anand
MundraMundra ............................................................................. Nominee
............................................................................. Nominee
DirectorDirector
- Equity- Investor
Equity Investor
Mr. K. S.Mr.
Ramakrishnan
K. S. Ramakrishnan ................................................................. Company
................................................................. Company
Secretary
Secretary
& General
& General
ManagerManager
- Legal - Legal
Mr. R. Nagarajan
Mr. R. Nagarajan
.................................................................................. Chief Financial
.................................................................................. Chief Financial
Officer Officer
STATUTORY
STATUTORY
AUDITORS
AUDITORS COST AUDITORS
COST AUDITORS
M/s. ASA
M/s.
& Associates
ASA & Associates
LLP LLP M/s. S. Mahadevan
M/s. S. Mahadevan
& Co., & Co.,
Chartered
Chartered
Accountants,
Accountants, Cost Accountants,
Cost Accountants,
Unit 709
Unit
& 710,
7097th
& 710,
Floor,
7th Floor, 1, Lakshmi
1, Lakshmi
Nivas, Nivas,
SIGNATURE 2B PRISM 2B
‘BETA Wing’,
‘BETA Raheja
Wing’, Raheja
Towers,Towers, K.V. Colony,
K.V. Colony,
Third Street,
Third Street,
New Number
New Number
177, Anna
177,Salai,
Anna Salai, West Mambalam,
West Mambalam,
ChennaiChennai
– 600 002
– 600 002 ChennaiChennai
– 600 033.
– 600 033.
REGISTERED
REGISTERED
OFFICEOFFICE REGISTRAR
REGISTRAR
& SHARE
& SHARE
TRANSFER
TRANSFER
AGENTAGENT
143, Pudupakkam
143, Pudupakkam
Village,Village, GNSA Infotech
GNSA Infotech
Ltd, Ltd,
Road, Road, STA Department,
STA Department,
F-Block,
F-Block,
4th Floor,
4th Floor,
Kelambakkam
Kelambakkam
– 603103– 603103 115, Nelson
115, Nelson
Manickam
Manickam
Road, Road,
Kancheepuram
Kancheepuram
District,District,
Tamil Nadu
Tamil Nadu Aminthakarai,
Aminthakarai,
ChennaiChennai
- 600029- 600029
CIN: L28931TN1986PLC012728
CIN: L28931TN1986PLC012728 Phone: Phone:
044-42962025
044-42962025
Phone: Phone:
044-47415590/92-93
044-47415590/92-93 DUO+ Email: sta@gnsaindia.com
Email: sta@gnsaindia.com TRIO+
CORPORATE
CORPORATE
OFFICEOFFICE BANKERS
BANKERS
SS STOVES
E-34, Second
E-34, Second
Floor, Floor, State Bank
StateofBank
Indiaof India
Rajiv Gandhi
Rajiv Gandhi
Salai, Egattur
Salai, Egattur
Village,Village, IDBI Bank
IDBI Bank
Navalur-
Navalur-
600130,600130, Bank ofBank
Maharashtra
of Maharashtra
Kancheepuram
Kancheepuram
District,District,
Tamil Nadu
Tamil Nadu IndusInd
IndusInd
Bank Bank
Phone :Phone
044-49005154/180
: 044-49005154/180 South Indian
South Bank
Indian Bank
Email: cs@butterflyindia.com IDFC First
IDFCBank
First Bank
Website:
Website:
www.butterflyindia.com Axis Bank
Axis Bank
Members
Members
are requested
are requested
to bring
totheir
bringcopy
theirofcopy
the annual
of the annual
report report
along with
alongthem
withto
them
the to the
AnnualAnnual
GeneralGeneral
Meeting,
Meeting,
since the
since
samethewill
samenotwill
be not
distributed
be distributed
in the meeting.
in the meeting.
As per As
theper
guidelines
the guidelines
of Ministry
of Ministry
of Company
of Company
Affairs,Affairs,
no sweets
no sweets
or compliments
or compliments
will be will be
distributed
distributed
in any form
in anytoform
the members.
to the members.
MATCHLESS FRIENDLY IGNITE
BUTTERFLY
BUTTERFLY
GANDHIMATHI
GANDHIMATHI
APPLIANCES
APPLIANCES
LIMITED
LIMITED
ANNUAL REPORT 2019
ANNUAL
ANNUAL
REPORT
REPORT
2019 2019
PRODUCT GALLERIA
CONTENTS
CONTENTS
CONTENTS
Page No. Page No.
1. Chairman’s Message Page No. Page No. 2 7. Balance Sheet Page No.
Page No.
56
1. Chairman’s
1. Chairman’s
2. MessageMessage
Notice 2 7.32Balance 7. Balance
8. Sheet and
Profit Sheet
Loss Statement 56 56
57
MIXER
2. Notice3.
2. Notice
Directors’
GRINDERS
Report 3 8. 3
9 Profit 8.
and
9. Profit
Loss
Cash and
Statement
Flow Loss Statement
Statements 57 57
58
GLASS
3. Directors’
3. Directors’
Report
TOPReport
STOVES 9 9. 9 Cash Flow
9. Cash
Statements
Flow Statements 58 58
4. Management Discussion and Analysis 31 10. Notes on accounts 60
4. Management
4. Report
5. Management
Discussion
on Corporate Discussion
and Analysis and Analysis
Governance 31 10.
31 Notes
35 10.on
11. Notes
accounts
Route on accounts
Map 60 60
87
5. Report5. on
6. Report
Corporate
Independenton Corporate Governance
Auditors Governance
Report 35 11.
35Route12.
50 11.Map
Route Map Slip & Proxy Form 87
Attendance 87
89
6. Independent
6. Independent
AuditorsAuditors Report Report 50 50
12. Attendance 12. Attendance
Slip & Proxy
Slip &Form
Proxy Form 89 89
BOARD OF DIRECTORS
BOARDBOARD OF DIRECTORS OF DIRECTORS
Mr. V. M. Lakshminarayanan .................................................... Chairman & Managing Director
Mr. V. M.Mr.
Mr.Lakshminarayanan
V. M.
V. M. Balasubramaniam
Lakshminarayanan .................................................... Chairman
....................................................
...................................................... Chairman
Vice & Chairman
Managing& Managing
Director
& Director
Managing Director
Mr. V. M.Mr.
Mr.Balasubramaniam
V. M. Balasubramaniam ...................................................... Vice Chairman
......................................................
V. M. Seshadri ............................................................................... Managing Director Vice Chairman
& Managing
& Managing
Director
Director
Mr. V. M.Mr.
Mr.Seshadri
V. M. Seshadri
............................................................................... Managing
...............................................................................
V. M. Gangadharam ................................................................ Executive Director Managing
Director Director
Mr. V. M.Mr.
Mr.Gangadharam
V. M.
V. M. Kumaresan
Gangadharam ................................................................ Executive
................................................................
........................................................................ Executive
DirectorDirector
Executive Director - Technical
Mr. V. M.Mr.
Mr.Kumaresan
V. M.
K. Kumaresan
Ganesan ........................................................................ Executive
........................................................................
....................................................................................... Executive
DirectorDirector
Independent - Technical
- Technical
Director
Mr. K. Ganesan
Mr. M.
Mr. K. Ganesan
.......................................................................................
Padmanabhan Independent
.......................................................................................
...................................................................... Independent
DirectorDirector
Mr. M. Padmanabhan
Mr. A.
Mr. M. Balasubramanian
Padmanabhan SIGNATURE 3BIndependent
......................................................................
......................................................................
............................................................... Independent
DirectorDirector
Independent Director PRISM 3B
Mr. A. Balasubramanian
Mr. A. Balasubramanian ............................................................... Independent
............................................................... Independent
Mr. G. S. Samuel ................................................................................... Independent Director Director Director
Mr. G. S.Mr.
Mr.Samuel
G. R.
T. S. Srinivasan
Samuel
................................................................................... Independent
...................................................................................
............................................................................ Independent
DirectorDirector
Mr. T. R.Mrs.
Mr.
Srinivasan
T.Maheshwari
R. Srinivasan............................................................................ Independent
............................................................................ Independent
Mohan ............................................................. Woman Independent Director Director Director
Mrs. Maheshwari
Mrs. Maheshwari
Mohan Mohan
............................................................. Woman
............................................................. Woman
Independent
Independent
Director Director
Mr. Anand
Mr. Anand Mundra ............................................................................. Nominee Director
Mr. Anand
MundraMundra ............................................................................. Nominee
............................................................................. Nominee
DirectorDirector
- Equity
- Equity- Investor
DESIRE
Investor
Equity Investor
Mr. K. S. Ramakrishnan ................................................................. Company Secretary & General Manager - Legal
Mr. K. S.Mr.
Mr.
Ramakrishnan
K. Nagarajan
R. S. Ramakrishnan ................................................................. Company
.................................................................
.................................................................................. Company
ChiefSecretarySecretary
Financial& General
Officer& General
ManagerManager
- Legal - Legal
Mr. R. Nagarajan
Mr. R. Nagarajan
.................................................................................. Chief Financial
.................................................................................. Chief Financial
Officer Officer
STATUTORY AUDITORS COST AUDITORS
STATUTORY
STATUTORY
AUDITORS AUDITORS COST AUDITORS COST AUDITORS
M/s. ASA & Associates LLP M/s. S. Mahadevan & Co.,
M/s. ASAM/s.& Associates
ASA &Accountants,
Chartered Associates LLP LLP M/s. S. Mahadevan M/s. S.
Cost Mahadevan
& Co., & Co.,
Accountants,
Chartered
Chartered
Unit Accountants,
709 &Accountants,
710, 7th Floor, Cost Accountants, Cost
1, Accountants,
Lakshmi Nivas,
Unit 709Unit
& 710,
‘BETA 709 7th
& 710,
Wing’, Floor,
Raheja7th Floor, Towers, 1, Lakshmi 1, Lakshmi
K.V. Nivas,
Colony,Nivas,
Third Street,
SIGNATURE 2B PRISM 2B
‘BETA Wing’,
‘BETANumber
New Raheja
Wing’, Raheja Towers,
177, Anna Towers, Salai, K.V. Colony, K.V. Colony,
West Third Street,
Third Street,
Mambalam,
New Number
New Number
Chennai 177,
– 600Anna 177,002 Salai,
Anna Salai, West Mambalam, West Mambalam,
Chennai – 600 033.
ChennaiChennai
– 600 002– 600 002 ChennaiChennai – 600 033.
– 600 033.
REGISTERED OFFICE REGISTRAR & SHARE TRANSFER AGENT
REGISTERED
REGISTERED
OFFICEOFFICE REGISTRAR REGISTRAR
& SHARE & SHARE
TRANSFERTRANSFER
AGENTAGENT
143, Pudupakkam Village, GNSA Infotech Ltd,
143, Pudupakkam
143, Pudupakkam Village,Village,Road,
Vandalur-Kelambakkam GNSA Infotech GNSA
STA Infotech
Ltd,
Department, Ltd,
F-Block, 4th Floor,
Kelambakkam Road, Road,
– 603103 STA Department, STANelson
115, Department,
F-Block,F-Block,
Manickam 4thRoad,
Floor,
4th Floor,
Kelambakkam
Kelambakkam
– 603103
Kancheepuram –District,
603103 Tamil Nadu 115, Nelson 115, Nelson
Manickam
Aminthakarai, Manickam
Road, Road,
Chennai - 600029
MATCHLESS
Kancheepuram
Kancheepuram
CIN: District,District,
L28931TN1986PLC012728 Tamil Nadu Tamil Nadu SPECTRA Aminthakarai, Aminthakarai,
Phone: Chennai Chennai
- 600029
044-42962025 CYCLONE
- 600029
CIN: L28931TN1986PLC012728
CIN: L28931TN1986PLC012728
Phone: 044-47415590/92-93 Phone: Email: Phone:
044-42962025
044-42962025
sta@gnsaindia.com
Phone: Email:
Phone:
044-47415590/92-93
044-47415590/92-93
butterflyho@butterflyindia.com DUO+ Email: sta@gnsaindia.com Email: sta@gnsaindia.com TRIO+
CORPORATE
CORPORATEOFFICEOFFICE BANKERS BANKERS
SS STOVES
E-34, Second
E-34, Gandhi
Rajiv Second
Floor, Salai, Floor,Egattur Village, State Bank Stateof
IDBI Bank
Indiaof India
Bank
Rajiv Gandhi
Rajiv Gandhi
Salai,
Navalur- 600130, Egattur
Salai, Egattur
Village, Village, IDBI Bank IDBI Bank
Bank of Maharashtra
Navalur-Navalur-
600130,600130,
Kancheepuram District, Tamil Nadu Bank ofIndusInd Bank
Maharashtra
of Maharashtra
Bank
Kancheepuram
Kancheepuram
Phone District,District,
: 044-49005154/180 Tamil Nadu Tamil Nadu IndusInd IndusInd
BankIndian
South BankBank
Phone :Email:
Phone
044-49005154/180
: 044-49005154/180
cs@butterflyindia.com South Indian SouthFirst
IDFC Bank
Indian Bank
Bank
Website: www.butterflyindia.com IDFC FirstIDFC Bank
First
Axis Bank Bank
Website:Website:
www.butterflyindia.com Axis Bank Axis Bank
Members are requested to bring their copy of the annual report along with them to the
MembersMembers
are requested
Annual are requested
General to bring
Meeting, totheir
bring
since copy
their
the ofcopy
same the
willannual
of thebe
not annual
report report
along in
distributed with
along
thethem
withto
them
meeting.the to the
AnnualAnnual
GeneralGeneral
Meeting,Meeting,
since the
since
samethewill
samenotwill
be not
distributed
be distributed
in the meeting.
in the meeting.
As per the guidelines of Ministry of Company Affairs, no sweets or compliments will be
OPAL
As per distributed
As
theper
guidelines
the guidelines
of Ministry
ofto
Ministry
of Company RUBY
of Company
Affairs,Affairs,
no sweets
no sweets STALLION
or compliments
or compliments
will be will be
in any form the members.
distributed
distributed
in any form
in anytoform
the members.
to the members.
MATCHLESS FRIENDLY IGNITE
ANNUAL REPORT 2019
PRESSURE COOKERS CONTENTS

Page No. Page No.
1. Chairman’s Message 2 7. Balance Sheet 56
2. Notice 3 8. Profit and Loss Statement 57
MIXER GRINDERS
3. Directors’ Report 9 9. Cash Flow Statements 58
4. Management Discussion and Analysis 31 10. Notes on accounts 60
5. Report on Corporate Governance 35 11. Route Map 87
6. Independent Auditors Report 50 12. Attendance Slip & Proxy Form 89
STANDARD PLUS BLUELINE ELEGANT
BOARD OF PLUS
DIRECTORS CUTE
Mr. V. M. Lakshminarayanan .................................................... Chairman & Managing Director

Mr. V. M. Balasubramaniam ...................................................... Vice Chairman & Managing Director
TABLE TOP
Mr. V. M. WET
Seshadri GRINDERS
............................................................................... Managing Director
Mr. V. M. Gangadharam ................................................................ Executive Director
Mr. V. M. Kumaresan ........................................................................ Executive Director - Technical
Mr. K. Ganesan ....................................................................................... Independent Director
Mr. M. Padmanabhan ...................................................................... Independent Director
Mr. A. Balasubramanian ............................................................... Independent Director
Mr. G. S. Samuel ................................................................................... Independent Director
Mr. T. R. Srinivasan ............................................................................ Independent Director
Mrs. Maheshwari Mohan ............................................................. Woman Independent Director
DESIRE
Mr. Anand Mundra ............................................................................. Nominee Director - Equity Investor
MATCHLESS PLUS
Mr. K. S. Ramakrishnan PEERLESS
................................................................. RHINO
Company Secretary & General PLUS - Legal
Manager
Mr. R. Nagarajan .................................................................................. Chief Financial Officer
FLASKS & WATER

STATUTORY BOTTLES
AUDITORS COST AUDITORS
M/s. ASA & Associates LLP M/s. S. Mahadevan & Co.,
Chartered Accountants, Cost Accountants,
Unit 709 & 710, 7th Floor, 1, Lakshmi Nivas,
‘BETA Wing’, Raheja Towers, K.V. Colony, Third Street,
New Number 177, Anna Salai, West Mambalam,
Chennai – 600 002 Chennai – 600 033.
REGISTERED OFFICE REGISTRAR & SHARE TRANSFER AGENT

143, Pudupakkam Village, GNSA Infotech Ltd,
Vandalur-Kelambakkam Road, STA Department, F-Block, 4th Floor,
Kelambakkam – 603103 115, Nelson Manickam Road,
Kancheepuram District, Tamil Nadu Aminthakarai, Chennai - 600029
MATCHLESS Phone: 044-42962025 SS CYCLONE
FLASKS SPECTRA
CIN: L28931TN1986PLC012728 WATER BOTTLES
Phone: 044-47415590/92-93 Email: sta@gnsaindia.com
TOWER FAN
Rajiv Gandhi Salai, Egattur Village, IDBI Bank
Navalur- 600130, Bank of Maharashtra
Kancheepuram District, Tamil Nadu IndusInd Bank
Phone : 044-49005154/180 South Indian Bank
Email: cs@butterflyindia.com IDFC First Bank
Website: www.butterflyindia.com Axis Bank
Members are requested to bring their copy of the annual report along with them to the
Annual General Meeting, since the same will not be distributed in the meeting.
As per the guidelines of Ministry of Company Affairs, no sweets or compliments will be
OPAL RUBY STALLION
distributed in any form to the members.
WINDY+
Butterfly Gandhimathi Appliances Limited,
143, Pudupakkam Village, Vandalur Kelambakkam Road,
Chengalpet District - 603 103, Tamilnadu, India.
service@butterflyindia.com | www.butterflyindia.com

Butterfly G Appliances Report

Uploaded by

Document Informationclick to expand document information

Document Informationclick to expand document information

Copyright:

Available Formats

Butterfly G Appliances Report

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Butterfly G Appliances Report

Uploaded by

Copyright:

Available Formats

BUTTERFLY GANDHIMATHI APPLIANCES LIMITED

July 24, 2020

General Manager - DCS, Manager,

Sub: Annual Report under Regulation 34(1) of the

The same is also available on the Company's website at

This is for your information and records.

Annual Net Revenue (` crore)

Annual Net Revenue (` crore) Total Revenue

56%Profit After Tax (Rs. Crore)

Net Worth (Rs.(Rs.

Net Worth (` crore) Profit Net

Earning Per (Rs.Share 189 193

244 Earning Per Share ( ) – Annualized

FY11 FY120.0 FY13 FY14 FY15 FY16 FY17 FY18 FY19

FY11 FY12Mr.Mr. V.V.M.Lakshminarayanan...................................................

NOTICE TO THE SHAREHOLDERS

NOTICE TO THE SHAREHOLDERS

NOTICE TO THE SHAREHOLDERS

NOTICE TO THE SHAREHOLDERS

If your email ID is not registered, please follow the

NOTICE TO THE SHAREHOLDERS

NOTICE TO THE SHAREHOLDERS

EXPLANATORY STATEMENT PURSUANT TO Mrs.Maheshwari Mohan, Independent Woman Director

NOTICE TO THE SHAREHOLDERS

Name of the Director V.M.Seshadri

Date of Birth 04.11.1952

Date of Appointment 01.06.2011

List of Outside Directorship held Nil

Chairman/Member of the Committees of Directors of Nil

Shareholding if any, in the Company 1251673 (7%)

Relationship between Director, inter-se Messrs.V.M.Lakshminarayanan, Chairman & Managing Director,

NOTICE TO THE SHAREHOLDERS

Name of Director MAHESHWARI MOHAN

Director Identification Number (DIN) 07156606

Date of Birth and Age 30.07.1968 – 52 years

Date of first appointment on the Board 31.03.2015

Brief resume, experience and Nature of Legal:

Remuneration last drawn NIL

Remuneration sought to be paid. NIL

Shareholding in the company NIL

The number of Meetings of the Board 8

Other Directorships, Membership/ NIL

Relationship with other Directors, Manager NIL

Place: Chennai - 600020 By Order of the Board

REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS

Your Directors have pleasure in presenting this Thirty Third 4. DIRECTORS:

a. In the preparation of the annual accounts, the applicable

REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS

REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS

REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS

18. Reporting of Frauds by Auditors Conservation of energy, technology, absorption and

REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS

REPORT BY BOARD OF DIRECTORS TO SHAREHOLDERS

Others: 20. PERSONNEL:

MANAGEMENT DISCUSSION AND ANALYSIS

1. Company Overview b. India and growth performance

Risk management is an integral function of the overall 9. Capital Expenditure

Place: Chennai - 600020 By Order of the Board

Place : Chennai - 600020 For and on behalf of the Board of Directors