Butterfly Gandhimathi Appliances Ltd
Directors Reports
Dear Members,
The Board of Directors are pleased to present the Company's 36th
Annual Report on the business and operations of your Company ("the Company"
or "Butterfly"), along with the audited financial statements for the
financial year ended March 31,2023.
STATE OF THE AFFAIRS OF THE COMPANY
The performance of the businesses are detailed out in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
FINANCIAL PERFORMANCE
The Company's financial performance for the year ended March 31,2023 is
summarised below:
(H in lakhs)
| Particulars |
Financial Year ended on March 31,2023 |
Financial Year ended on March 31,2022 |
| Revenue from Operations (Net) |
1,05,655.24 |
95,985.86 |
| Other Income |
659.03 |
194.22 |
| Operating Expenditure |
96,003.09 |
90,383.35 |
| Operating Profit before Depreciation and Finance Cost |
9,652.15 |
5,602.51 |
| Profit before Depreciation, Finance cost and |
10,311.18 |
5,796.73 |
| Exceptional Items |
|
|
| Finance Cost |
650.59 |
1,113.44 |
| Depreciation |
1,615.26 |
1,546.49 |
| Profit before Exceptional Items and Tax |
8,045.33 |
3,136.80 |
| Exceptional Items |
- |
660.48 |
| Profit before Tax |
8,045.33 |
2,476.32 |
| Income Tax/Deferred Tax |
2,878,75 |
863.64 |
| Profit after Tax |
5,166.58 |
1,612.68 |
| Other Comprehensive Income net of tax |
(102.89) |
24.84 |
| Total Comprehensive Income for the year |
5,063.69 |
1,637.52 |
| Earnings Per Equity Share (Face Value of H10 each) |
28.90 |
9.02 |
PERFORMANCE AT A GLANCE
During the year under review, the Revenue from operations amounted to
H1,05,655.24 lakhs as against H95,985.86 lakhs in the previous year.
EBITDA for the year stood at H10,311.18 lakhs as against H5,796.73
lakhs during the previous year.
Depreciation for the year stood at H1,615.26 lakhs as against H1,546.49
lakhs recognized during the previous year.
Interest expense for the year stood at H650.59 lakhs as against the
previous year of H1,113.44 lakhs.
Profit before Tax was H8,045.33 lakhs compared to H2,476.32 lakhs,
during the previous year.
No material changes or commitments have occurred between the end of the
financial year and the date of this Report, which affect the Financial Statements of the
Company with respect to the reporting year.
BUSINESS PERFORMANCE/ STATE OF THE COMPANY'S AFFAIRS
Various initiatives were taken to expand the market for Company's
products to new geographies, and for maximisation of efficiencies particularly in the area
of cost reduction and working capital management.
The business contingency plans focussed on digitalization of sales
process, innovative marketing strategies and careful optimisation of supplies to various
channels as and when each channel became operational.
DIVIDEND
The Board has not recommended any dividend for the Financial Year
2022-23.
Your Company has formulated a Dividend Distribution Policy in
compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 as amended ("the Listing Regulations"). The policy is
given as Annexure-1 to this Report. This is also available on the Company's website
and can be accessed at: https://www.butterflyindia.com/wp-content/
uploads/2021/04/Dividend-Distribution-Policv-20.10.2020.pdf
TRASNFER TO RESERVES
Your Company does not propose to transfer any amount to the General
Reserve.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34 read with Schedule V(B) the Listing
Regulations, report on Management Discussion and Analysis is presented in a separate
section, forming part of this Annual Report and are restricted to the areas which are
relevant to the current scenario of the Company and outlook.
SHARE CAPITAL
During the year under review, there was no change in the Share Capital
of the Company.
The total paid-up share capital of the Company as on March 31, 2023
stood at H1,787.96 lakhs divided into 1,78,79,551 equity shares of H10.00 (Rupees Ten)
each.
FINANCIAL LIQUIDITY
Cash and Cash equivalent as on March 31, 2023 stood at H3,268.84 lakhs
vis-a-vis H120.48 lakhs in the previous year. The Company's working capital management is
robust and involves a well-organize process, which facilitates continuous monitoring and
control over receivables, inventories and other parameters.
CREDIT RATING
CRISIL, a credit rating agency has provided the Company's credit rating
for its bank facilities. The details of the ratings are as follows:
| Long Term Rating |
CRISIL AA/ Watch Positive |
| Short Term Rating |
CRISIL A1 + |
PUBLIC DEPOSITS
No public deposits have been accepted or renewed by your Company during
the financial year under review pursuant to the provisions of Section 73 and 74 of the Act
read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not granted any Loans
and/or given any Guarantees and/or provided any security and/or made any investments under
the provisions of section 186 of the Companies Act, 2013 ("the Act") read
with Companies (Meetings of Board and its Powers) Rules, 2014.
INTERNAL CONTROL SYSTEMS
Your Company has in place, an adequate system of internal controls
commensurate with its size, requirements and the nature of operations. These systems are
designed keeping in view the nature of activities carried out at each location and the
various business operations. The Company has documented a robust and comprehensive
internal control system for all the major processes to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance
with policies, procedures, laws and regulations, safeguarding of assets and economical and
efficient use of resources.
The Internal Auditors monitors and evaluates the efficacy and adequacy
of internal controls system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. During the year, the Audit Committee met regularly to
review the reports submitted by the Internal Auditors. All audit observations and
follow-up actions thereon were reported to the Audit Committee. The Audit Committee has
also taken the views of Company's Statutory Auditors on the financial reporting system,
compliance to accounting policies and procedures, the adequacy and effectiveness of the
internal controls and systems followed by the Company.
Your Company also has a Risk Management Framework in place covering all
critical areas of operation. This framework is reviewed periodically keeping in mind the
business dynamics and external environment and provides the guidelines for managing the
various risks across the business.
VIGIL MECHANISM/ WHISTLE-BLOWER POLICY ("WB Policy")
Over the years, the Company has established a reputation for doing
business with integrity and maintained zero tolerance towards any form of unethical
behavior. Your Company has formulated a Vigil Mechanism and WB Policy intending to provide
a mechanism for employees to report violations. The Audit Committee oversees the
functioning of this policy. Protected disclosures can be made by a whistle-blower through
several channels to report actual or suspected frauds and violation of the Company's Code
of Conduct
The Company has established vigil mechanism for Directors and employees
to report genuine concerns pursuant to section 177(9) and (10) of the Act and Regulation
22 of the Listing Regulations.
The Vigil Mechanism Policy of the Company also incorporates a WB Policy
in terms of the Listing Regulations. The aggrieved person shall have direct access to the
Chairman of the
Audit Committee of the Company. The Company's WB Policy is available on
the Company's website and can be accessed at:
https://www.butterflyindia.com/wp-content/uploads/2022/09/Whistle-Blower-Policy_28092022.pdf
During the year under review, your Company did not receive any
complaints.
HOLDING COMPANY
Pursuant to Section 2(87)(ii) of the Act, Crompton Greaves Consumer
Electricals Limited ("CGCEL") is the Holding Company. CGCEL holds 75% of
the equity share capital of the Company.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiaries, Associates or Joint Venture
during the financial year or at any time after the closure of the financial year and till
the date of this report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company's Board comprises of Ten (10) Members as on the date of
this Report.
DIRECTORATE
Appointments/ Re-appointments
The appointment and remuneration of Directors are governed by the
Policy devised by the Nomination and Remuneration Committee of your Company. The detailed
Nomination and Remuneration Policy is contained in the Corporate Governance Section of
this Annual Report.
Mr. Shantanu Khosla (DIN:00059877) was appointed as an Additional
Director by the Board on the recommendation of Nomination and Remuneration Committee ("N&RC")
w.e.f. March 30, 2022. The Members of the Company vide special resolution passed through
postal ballot on June 25, 2022 approved the appointment of Mr. Shantanu Khosla as
NonExecutive, Non-Independent Director of the Company liable to retire by rotation.
Mr. Mathew Job (DIN:02922413) was appointed as an Additional
Director by the Board on the recommendation of N&RC w.e.f. March 30, 2022. The Members
of the Company vide special resolution passed through postal ballot on June 25, 2022
approved the appointment of Mr. Mathew Job as Non-Executive, Non-Independent Director of
the Company liable to retire by rotation.
Mr. Rangarajan Sriram (DIN:09550640) was appointed as an Additional
Director designated as the Managing Director by the Board on the recommendation of
N&RC w.e.f. March 30, 2022. The Members of the Company vide special resolution passed
through postal ballot on June 25, 2022 approved the appointment of Mr. Rangarajan Sriram
as Managing Director of the Company for a period of Two (2) years w.e.f. March 30, 2022.
Mr. P. M. Murty (DIN:00011179) was appointed as an Additional
Independent Director by the Board on the recommendation of N&RC w.e.f. April 1, 2022.
The Members of the Company vide special resolution passed through postal ballot on June
25, 2022 approved the appointment of Mr. P. M. Murty as an Independent Director for a
period of Five (5) years w.e.f. April 1,2022.
Mr. P. R. Ramesh (DIN: 01915274) was appointed as an Additional
Independent Director by the Board on the recommendation of N&RC w.e.f. April 1, 2022.
The Members of the Company vide special resolution passed through postal ballot on June
25, 2022 approved the appointment of Mr. P. R. Ramesh as an Independent Director for a
period of Five (5) years w.e.f. April 1,2022.
Ms. Smita Anand (DIN: 00059228) was appointed as an Additional
Independent Director by the Board on the recommendation of N&RC w.e.f. April 1, 2022.
The Members of the Company vide special resolution passed through postal ballot on June
25, 2022 approved the appointment of Ms. Smita Anand as an Independent Director for a
period of Five (5) years w.e.f. April 1,2022.
Mr. Promeet Ghosh (DIN:05307658) was appointed as an Additional
Director by the Board on the recommendation of N&RC w.e.f. May 12, 2023. The Board of
Directors of the Company have also recommended to the Members, the appointment of Mr.
Ghosh as Non-Executive Non Independent Director of the Company liable to retire by
rotation at the ensuing Annual General Meeting ("AGM").
The N&RC had evaluated the balance of skills, knowledge and
experience as required for being eligible for appointment on the Board of the Company and
on the basis of such evaluation had prepared a description of the role and capabilities
required of an Independent Director and Mr. P. M. Murty, Mr. P. R. Ramesh & Ms. Smita
Anand met such capabilities as identified by the Committee.
Cessation
Mr. P. R. Ramesh, Independent Director resigned from the Board of the
Company w.e.f. November 9, 2022.
Mr. Mathew Job, Non- Executive, Non-Independent Director resigned from
the Board w.e.f April 30, 2023.
The Board express its appreciation for Mr. P. R. Ramesh and Mr. Mathew
Job for the valuable guidance and services rendered by them during their tenure as
Directors of the Company.
KEY MANAGERIAL PERSONNEL ("KMP")
During the year under review, Ms. Priya Varshinee V. M. Company
Secretary & Compliance Officer, resigned w.e.f. February 3, 2023 and Mr. R. Nagarajan,
Chief Financial Officer, resigned w.e.f. April 5, 2023.
Mr. Viral Sarvaiya was appointed as the Company Secretary &
Compliance Officer and designated as KMP w.e.f March 25, 2023 and Ms. Ananda Shalini was
appointed as Chief Financial Officer and designated as KMP w.e.f April 6, 2023.
In accordance with the provisions of Section 2(51) and Section 203 of
the Act read with the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the
time being in force below are the KMP's of the Company:
1. Mr. Rangarajan Sriram, Managing Director;
2. Ms. Ananda Shalini, Chief Financial Officer and
3. Mr. Viral Sarvaiya, Company Secretary & Compliance Officer
Independent Directors
The Company's Independent Directors have submitted requisite
declarations confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the the Listing
Regulations. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct. The terms and conditions of
appointment of the Independent Directors are placed on the website of the Company and can
be accessed at: https://www.butterflyindia.com/investor-relations/#policies
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the varied fields
and holds high standards of integrity.
All the Independent Directors of the Company have registered themselves
with Indian Institute of Corporate Affairs, Manesar ("IICA") for the
inclusion of their names in the data bank maintained by IICA. In terms of Section 150 of
the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014
as amended, since all the Independent Directors of the Company have served as Directors
for a period of not less than Three (3) years on the Board of listed companies as on the
date of inclusion of their names in the database, they are not required to undertake
online proficiency self-assessment test conducted by the said Institute.
Mr. P. M. Murty (DIN:00011179), Mr. A. Balasubramanian (DIN:00490921),
Ms. Smita Anand (DIN:00059228) Mr. G. S. Samuel (DIN:05284689), Mr. T. R. Srinivasan
(DIN:00367302), Ms. Maheshwari Mohan (DIN:07156606) and Mr. M. Padmanabhan (DIN:00101997)
are Independent Directors of the Company. The details of the membership of committees and
the qualifications and expertise of all the Directors is covered in the Report on
Corporate Governance.
During the year under review, the Members of the Company, vide special
resolution passed by way of Postal Ballot dated March 2, 2023 approved continuation of
directorship of Mr. T.R. Srinivasan (DIN:00367302) & Mr. A. Balasubramanian
(DIN:00490921), Non-Executive Independent Directors beyond the age of 75 years till the
expiry of their current tenure i.e., July 31,2024.
Non-Independent Directors
As on March 31, 2023, Mr. Shantanu Khosla and Mr. Mathew Job were the
Non-Executive Non-Independent Directors.
Mr. Mathew Job had tendered his resignation from the position of
Non-Executive Non-Independent Directors on the Board w.e.f. close of business hours of
April 30, 2023. The Board had placed on record its appreciation for the valuable guidance
and services rendered by him during his tenure as Director of the Company.
The Board of Directors of the Company on May 12, 2023 with the
recommendation of N&RC appointed Mr. Promeet Ghosh (DIN:05307658) as an Additional
Director (Non-Executive Non Independent) on the Board w.e.f. May 12, 2023. Further, the
N&RC and Board of Directors of the Company have also recommended to the Members the
appointment of Mr. Ghosh as Non-Executive Non-Independent Director at the ensuing AGM.
Mr. Shantanu Khosla (DIN:00059877), Non-Executive Director is liable to
retire by rotation. Mr. Shantanu Khosla being eligible for re-appointment at the ensuing
AGM of your Company has offered himself for re-appointment. His details as required under
the Listing Regulations are contained in the accompanying notice convening the ensuing AGM
of your Company.
BOARD EFFECTIVENESS
Familiarisation Programme for Independent Directors
Your Company has in place a structured induction programme for
induction of new Directors as well as other initiatives to update the existing Directors
on a continuous basis. The Familiarisation Programme of the Company provides information
relating to the Company, operational activities, business model of the Company,
geographies in which Company operates, etc. The programme also intends to improve
awareness of the Independent Directors on their roles, rights, responsibilities towards
the Company. Further, the Familiarization Programme also provides information relating to
the financial performance of the Company, budget and control process of the Company.
Evaluation of the Board's Performance
In terms of requirements of the Act read with the Rules issued
thereunder and the Listing Regulations, the Board carried out the annual performance
evaluation of the Board of Directors as a whole, Committees of the Board and individual
Directors. Your Company believes that the process of performance evaluation at the Board
level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria for
Board Evaluation is duly approved by N&RC. Performance evaluation is facilitated by
the Chairman of the Board who is supported by the Chairman of N&RC.
The process of Board Evaluation is conducted through structured
questionnaires for the Board as a whole, Committees of the Board and individual Directors.
The parameters for performance evaluation of the Board inter alia
includes the composition of the Board, process of appointment to the Board of Directors,
common understanding of the roles and responsibilities of the Board Members, timelines for
circulating Board papers, content and quality of the information provided to the Board,
attention to the Company's long-term strategic issues, evaluating strategic risks,
overseeing and guiding acquisitions, strengths of Board Members and their contribution,
governance etc.
Some of the performance indicators for the Committees inter alia
includes understanding the terms of reference, the effectiveness of discussions at the
Committee Meetings, the information provided to the Committee to discharge its duties/
obligations and performance of the Committee, support provided to the Board vis-a-vis its
responsibilities.
Performance of individual Directors was evaluated based on parameters
such as attendance at the Meeting(s), contribution to Board deliberations, engagement with
colleagues on the Board, ability to guide the Company in key matters, knowledge, and
understanding of relevant areas, and responsibility towards stakeholders. All the
Directors were subject to self-evaluation and peer evaluation.
The performance of the Independent Directors were evaluated taking into
account the above factors as well as independent decision-making and non-conflict of
interest.
In addition to the questionnaires, detailed one-on-one insighting was
carried out by the Chairperson of the N&RC with individual Board Members. A
quantitative analysis and Board Effectiveness brief with in-sighting feedback and trends
was shared by the Chairperson of the N&RC to all the Board Members. Thereafter, the
following process was followed to assimilate and process the feedback:
• A separate Meeting of the Independent Directors was held on
March 17, 2023 wherein performance of Non-Independent Directors including the Managing
Director ("MD"), Chairman of the Board and of the Board as a whole was
evaluated.
• The entire Board discussed the findings of the evaluation with
the Independent Directors and also evaluated the performance of the Individual Directors
including the MD, the Board as a whole and all Committees of the Board.
• As an outcome of the above process, individual feedback was
shared with each Director.
The Board Evaluation discussion was focused on how to make the Board
more effective as a collective body in the context of the business and the external
environment in which the Company functions. From time to time during the year, the Board
was apprised of relevant business issues and related opportunities and risks. The Board
discussed various aspects of its functioning and that of its Committees such as structure,
composition, Meetings, functions and interaction with management and what needs to be done
to further augment the effectiveness of the Board's functioning.
The overall assessment of the Board was that it was functioning as a
cohesive body including the Committees of the Board. They were functioning well with
periodic reporting by the Committees to the Board on the work done and progress made
during the reporting period. The Board also noted that the actions identified in the past
questionnaires based evaluations had been acted upon.
During the F.Y. 2022-23, the Company actioned the feedback from the
Board evaluation process conducted in the F.Y. 202122.
Remuneration policy and criteria for selection of candidates for
appointment as Directors, KMPs and Senior Management
The Company has in place a policy for remuneration of Directors, KMPs
and Members of Senior Management as well as a well defined criterion for the selection of
candidates for appointment to the said positions, which has been approved by the Board.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and
commission), KMPs and Members of Senior Management. The criteria for the selection of
candidates for the above positions cover various factors and attributes, which are
considered by the Nomination & Remuneration Committee and the Board of Directors while
selecting candidates. The policy on remuneration of Directors, KMPs and Senior Management
is given as an Annexure to Report on Corporate Governance and is also available at the
website of the Company and can be accessed at: https://www.butterflyindia.com/wp-content/
uploads/2021/04/policy-for-appointment-and-evaluation-of- BOD-20.10.2020.pdf
NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES
Board Meetings
Regular Meetings of the Board and its Committees are held to discuss
and decide on various business policies, strategies, financial matters and other
businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming
financial year is circulated to the Directors in advance to enable them to plan their
schedule for effective participation in the meetings. Due to business exigencies, the
Board also approves several proposals by circulation from time to time. Your Board of
Directors met Eight (8) times during the financial year 2022-23. The details of the
meetings and the attendance of the Directors are mentioned in the Report on Corporate
Governance which forms part of this Annual Report.
Board Committees
The Board has established Committees as a matter of good corporate
governance practice and as per the requirements of the Act and the Listing Regulations.
The Company has the following Six (6) Board-level Committees, which
have been established in compliance with the requirements of the business and relevant
provisions of applicable laws and statutes:
1. Audit Committee
2. Nomination & Remuneration Committee ("N&RC")
3. Corporate Social Responsiblity Committee ("CSR Committee")
4. Stakeholder Relationship Committee ("SRC")
5. Share Transfer Committee ("STC")
6. Risk Management Committee ("RMC")
The composition, terms of reference, number of meetings held and
business transacted by the Committees are given in the Report on Corporate Governance
which forms part of this Annual Report.
The details of Composition of the Mandatory Committees of the Board are
as follows:
Audit Committee
The Audit Committee comprises of Six (6) members out of which Five (5)
are Independent Directors. The Committee is chaired by Mr. A. Balasubramanian (Independent
Director). The other Members of the Committee are Mr. P. M. Murty (Independent Director),
Ms. Smita Anand (Independent Director), Mr. M. Padmanabhan (Independent Director), Mr. G.
S. Samuel (Independent Director) and Mr. Shantanu Khosla (Non-Executive, Non Independent
Director). Details of the role and responsibilities of the Audit Committee, the
particulars of Meetings held and attendance of the Members at such Meetings are given in
the Report on Corporate Governance, which forms part of this Annual Report. During the
year under review, all the recommendations made by the Audit Committee were accepted by
the Board.
Corporate Social Responsibility Committee ("CSR Committee")
The CSR Committee comprises of Seven (7) Members out of which Five (5)
are Independent Directors. The Committee is chaired by Mr. Shantanu Khosla (Non Executive,
Non Independent Director). The other Members of the Committee are Mr. Rangarajan Sriram
(Managing Director), Mr. P. M. Murty (Independent Director), Ms. Smita Anand (Independent
Director), Mr. G. S. Samuel (Independent Director) and Ms. Maheshwari Mohan (Independent
Director). Details of the roles and responsibilities of the CSR Committee, the particulars
of Members held and attendance of the Members at such Meetings are given in the Report on
Corporate Governance, which forms part of this Annual Report.
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has set up
CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual
Report on CSR Activities forms part of this Report as Annexure-2. The CSR Policy as
recommended by the CSR Committee and as approved by the Board is available on the website
of the Company and can be accessed at: https://
www.butterflyindia.com/wp-content/uploads/2021/04/CSR- POLICY-20.10.2020.pdf
Nomination & Remuneration Committee ("N&RC"):
The N&RC comprises of Six (6) Members out of which Five (5) Members
are Independent Directors. The Committee is chaired by Ms. Smita Anand (Independent
Director). The other Members of the Committee are Mr. P. M. Murty (Independent Director),
Mr. A. Balasubramanian (Independent Director), Mr. G. S. Samuel (Independent Director),
Mr. M. Padmanabhan, (Independent Director) and Mr. Shantanu Khosla (NonExecutive, Non
Independent Director). Details of the role and responsibilities of the N&RC, the
particulars of Meetings held and attendance of the Members at such Meetings are given in
the Report on Corporate Governance, which forms part of this Annual Report.
During the year under review, all the recommendations made by the
N&RC were accepted by the Board.
N&RC is responsible for, inter alia, recommendation and approval of
remuneration of the Directors, KMPs and Senior Management. N&RC is also entrusted with
the responsibility of framing the criteria for evaluation of the individual Directors,
Chairman of the Board, the Board as a whole and its Committees. It also routinely
evaluates the working and effectiveness of the Board and manages the succession planning
for Board Members and KMPs.
Stakeholders' Relationship Committee ("SRC")
As on March 31,2023, the SRC comprises of Five (5) Members out of which
Three (3) Members were Independent Directors. The Committee was chaired by Mr. Mathew Job
(Non-Executive NonIndependent Director). The other Members of the Committee were Mr. R.
Sriram (Managing Director), Ms. Smita Anand (Independent Director), Mr. M. Padmanabhan
(Independent Director) and Mr. T. R. Srinivasan (Independent Director). Details of the
roles and responsibilities of the SRC, the particulars of Meetings held and attendance of
the Members at such Meetings are given in the Report on Corporate Governance, which forms
part of this Annual Report. During the year under review, all the recommendations made by
the SRC were accepted by the Board.
Mr. Mathew Job, Chairman of SRC ceased to be the Member and Chairman of
the Committee w.e.f. April 30, 2023 pursuant to his resignation as Director of the
Company.
Further, Mr. Promeet Ghosh was appointed as Chairman of SRC w.e.f. May
12, 2023.
As on the date of this report, the SRC comprises of Five (5) members.
The Committee is chaired by Mr. Promeet Ghosh (Non-Executive Non-Independent Director).The
other Members of the Committee are Mr. R. Sriram (Managing Director), Ms. Smita Anand
(Independent Director), Mr. M. Padmanabhan (Independent Director) and Mr. T. R. Srinivasan
(Independent Director).
Share Transfer Committee ("STC")
As on March 31,2023, the STC comprises of Five (5) members out of which
Three (3) Members are Independent Directors. The Committee was chaired by Mr. Mathew Job
(NonExecutive Non-Independent Director). The other Members of the Committee were Mr. R.
Sriram (Managing Director), Ms. Smita Anand (Independent Director), Mr. M. Padmanabhan
(Independent Director) and Mr. T. R. Srinivasan (Independent Director). Details of the
roles and responsibilities of the STC the particulars of meetings held and attendance of
the Members at such Meetings are given in the Report on Corporate Governance, which forms
part of this Annual Report.
Mr. Mathew Job, Chairman of STC ceased to be the Member and Chairman of
the Committee w.e.f. April 30, 2023 pursuant to his resignation as Director of the
Company.
Further Mr. Promeet Ghosh was appointed as Chairman of SRC w.e.f. May
12, 2023.
Stakeholders' Relationship & Share Transfer Committee ("SRC
& STC") is responsible for inter alia various aspects of interest of the
stakeholders, monitoring the performance of the Registrar and Share Transfer Agent and
recommends measures for overall improvement of the quality of investor services as and
when the need arises, resolve the grievances of the security holders of the Company
including complaints related to transfer/ transmission of shares, non-receipt of annual
report, non-receipt of declared dividends and issue of duplicate certificates, etc.
Risk Management Committee ("RMC")
The RMC comprises of Eight (8) Members. The Committee is chaired by Mr.
M. Padmanabhan (Independent Director). The other Members of the Committee are Mr. P. M.
Murty (Independent Director), Ms. Smita Anand (Independent Director), Mr. G. S. Samuel
(Independent Director), Mr. A. Balasubramanian (Independent Director), Ms. Maheshwari
Mohan (Independent Director), Mr. R. Sriram (Managing Director) and Mr. Shantanu Khosla
(Non-Executive NonIndependent Director). Details of the roles and responsibilities of the
RMC, the particulars of meetings held and attendance of the Members at such Meetings are
given in the Report on Corporate Governance, which forms part of this Annual Report.
During the year under review, all the recommendations made by the RMC were accepted by the
Board.
RMC assists the Board in monitoring and reviewing the risk management
plan and implementation of the risk management and mitigation framework of the Company.
The main objective of the RMC is to assist the Board in fulfilling its corporate
governance oversight responsibilities with regard to the identification, evaluation and
mitigation of risks including risks related to cyber security.
Risk Management Policy
The Board has formulated the Company's Risk Management Policy
identifying the elements of risk that the Company may face, such as strategic, financial,
credit, market, liquidity, security, property, legal, regulatory and other risks, pursuant
to the provisions of Section 134(3)(n) of the Act, which has been exhibited on the
Company's website and can be accessed at: https://www.butterflyindia.com/wp-content/
uploads/2022/04/Risk-Management-Policy.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In accordance with the requirements of the Act and the Listing
Regulations, your Company has a Policy on Related Party Transactions (RPTs) uploaded on
the Company's website and can be accessed at: https://www.butterflyindia.com/investor-
relations/#policies
All RPTs transactions are placed before the Audit Committee for review
and approval and to the Board for approval, wherever required. Prior omnibus approval of
the Audit Committee and the Board is obtained for the transactions which are of a foreseen
and repetitive nature. A statement giving details of all RPTs is placed before the Audit
Committee for their noting/ approval every quarter.
There were no material significant transactions with related parties
during the year as per the last audited financial statements.
Accordingly, the disclosure of transactions entered into with related
parties pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the
Companies (Accounts), Rules 2014 in Form AOC-2 is attached as Annexure-3.
None of the Directors and the KMPs has any pecuniary relationships or
transactions vis-a-vis the Company.
All RPTs are mentioned in the notes to the accounts. The Directors draw
attention of the Members to the Notes to the financial statements which sets out the
disclosure for RPTs.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ["IEPF"]
During the year under review, there was no transfer of funds to
Investor Education and Protection Fund since such transfer was not applicable for the F.Y.
2022-23.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY
No significant or material orders were passed by the Regulators/ Court/
Tribunals/ Statutory and quasi-judicial bodies which impact the going concern and
Company's operation in future.
RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS
The Company is exposed to a variety of different laws, regulations,
positions and interpretations thereof which encompasses direct taxation and legal matters.
In the normal course of business, provisions and contingencies may arise due to uncertain
tax positions and legal matters.
Based on the nature of matters, the management applies significant
judgement when considering evaluation of risk, including how much to provide for the
potential exposure of each of the matters. These estimates could change substantially over
time as new facts emerge as each matter progresses, hence these are reviewed regularly.
For matters where expert opinion is required, the Company involves the best legal counsel.
AUDITORS
a) Statutory Auditors
M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration
Number: 009571N/N500006), were appointed as Statutory Auditors of the Company by the
shareholders at the 35th Annual General Meeting ("AGM") held
on July 14, 2022 to hold office as Statutory Auditors for a second term of Five (5) years,
i.e. from conclusion of the 35th AGM till conclusion of the 40th
AGM.
The Board of Directors at their meeting held on May 12, 2023 on the
recommendation of the Audit Committee approved the remuneration of M/s. ASA &
Associates at H22,00,000 (Rupees Twenty Two Lakhs only) for F.Y. 2023-24.
The Auditors' Report for the F.Y. 2022-23 does not contain any
reservation, qualification or adverse remark, on the financial statements of the Company.
Auditors' Report is self explanatory and therefore, does not require further comments and
explanation.
Further, in terms of Section 143 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, as amended, notifications/ circulars issued by the
Ministry of Corporate Affairs from time to time, no fraud has been reported by the
Auditors of the Company where they have reason to believe that an offence involving fraud
is being or has been committed against the Company by officers or employees of the Company
and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
b) Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost
records as specified by the Central Government. Accordingly, the Company has made and
maintained such cost accounts and records in the prescribed manner. The records maintained
by the Company under Section 148 of the Act are required to be audited by a Cost
Accountant.
The Board at its Meeting held on May 12, 2023 based on the
recommendation of the Audit Committee, approved the appointment of M/s. S. Mahadevan &
Co, Cost Accountants (Firm Registration Number: 000007) as the Cost Auditors of the
Company to conduct audit of the cost records of the Company for the F.Y. 2023-24. A
remuneration of H1,75,000 (Rupees One Lakh Seventy Five Thousand only) plus applicable
taxes and out-of-pocket expenses, has been fixed for the Cost Auditors subject to the
ratification of such fees by the Members at the ensuing AGM. Accordingly, the matter
relating to the ratification of the remuneration payable to the Cost Auditors for the
H1,75,000 2023-24 will be placed at the ensuing AGM. Your Company has received consent and
eligibility certificate from M/s. S. Mahadevan & Co.
c) Secretarial Auditors & Secretarial Audit Report
The Board at its meeting held on May 11,2022, appointed M/s. M. Alagar
& Associates, Practising Company Secretaries as Secretarial Auditors of the Company to
conduct the Secretarial Audit for F.Y. 2022-23. The Secretarial Audit Report is annexed
herewith as Annexure-4 to this Report. There has been no qualification,
reservation, or adverse remark given by the Secretarial Auditors in their Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board based on recommendation of the Audit
Committee approved the appointment of M/s. M. Alagar & Associates,
Company Secretaries (ICSI Unique Code: P2011TN078800) as Secretarial Auditors to conduct
audit of the secretarial records of the Company for the F.Y. 2023-24 at a remuneration of
H1,40,000 (One lakh Forty Thousand only).
d) Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Board, at its
meeting held on May 11, 2022 based on the recommendation of the Audit Committee, had
approved the appointment of M/s. Grant Thornton Bharat LLP (Identity number AAA-7677) to
conduct the internal audit of your Company for the F.Y. 2022-23.
The Board of Directors at their meeting held on May 12, 2023 has
re-appointed M/s. Grant Thornton Bharat LLP as the Internal Auditors of your Company for
the F.Y. 2023-24 to review various operations of the Company at remuneration of H26,00,000
lakhs (Rupees Twenty Six lakhs only).
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of your Company, which has occurred between the end of the F.Y. of the Company,
i.e. March 31,2023 and the date of this Board Report, i.e. May 12, 2023.
AWARDS AND RECOGNITIONS
The detailed section on awards & recognitions forms part of this
Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company is now moving from Business Responsibility Report ("BRR")
to the newly introduced reporting parameters, i.e. Business Responsibility &
Sustainability Report ("BRSR"). Your Company is proud to publish its
first BRSR for the F.Y. 2022-23. The BRSR would follow the format detailed in the
amendment to Regulation 34(2)(f) of the Listing Regulations vide Gazette notification no.
SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and forms part of this Annual Report.
The BRSR for F.Y. 2022-23 is aligned with the Nine (9) principles of
the National Guidelines on Responsible Business Conduct notified by the Ministry of
Corporate Affairs, Government of India.
CORPORATE GOVERNANCE
Your Company has been complying with the provisions of Corporate
Governance as stipulated under applicable provisions of the Listing Regulations. A
separate report on Corporate Governance along with Auditors' Certificate on compliance of
the Corporate Governance norms as stipulated in Regulation 34(3) of the Listing
Regulations forms part of Annual Report are provided as Annexure-5 to this Board
Report.
PARTICULARS OF EMPLOYEES
There are Two (2) employees who were in receipt of remuneration of not
less than H1,02,00,000 per annum if employed for the full year or not less than H8,50,000
per month if employed for any part of the year.
The information as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure-6 to this Board's Report.
Details of employee remuneration as required under provisions of
Section 197(12) of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the
Registered Office of your Company during working hours. The Annual Report and accounts are
being sent to the shareholders excluding the aforesaid exhibit. Any Member interested in
obtaining such information may write to the Company Secretary & Compliance Officer at
the Registered Office of the Company.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in this Report.
ANNUAL RETURN
As required under Section 92 (3) read along with Section 134(3)
(a) of the Act, the Annual Return of the Company is placed the website
of the Company and can be accessed at: www. butterflyindia.com
COMPLIANCE WITH SECRETARIAL STANDARDS ("SS-1 and SS-2")
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India (ICSI) i.e. SS-1 and SS-2 relating to
'Meetings of the Board of Directors' and 'General Meetings' respectively.
RE-CLASSIFICATION OF PROMOTERS
During the year under review, the Board of Directors of the Company had
received request from Mr. V. M. Lakshminarayanan, Mr. V. M. Balasubramaniam, Mr. V. M.
Seshadri, Mr. V. M. Gangadharam, Mr. V. M. Kumaresan, Mr. V. M. L. Karthikeyan, Mr. V. M.
L. Senthilnathan, Mr. V. M. S. Namasivayam, Mr. V. M. S. Kumaraguru, Mrs. A. Gandhimathi,
Mr. Gangadharam Viswanathan, Mr. V. M. G. Mayuresan, Mrs. V. M. L. Shenbagalakshmi, Mrs.
V. M. B. Unnamalai, Mrs. V. M. S. Karpagam, Mrs. V. M. G. Sivakami, Mrs. V. M. K.
Mangalam, V. M. Chettiar and Sons India LLP and LLM Appliances Private Limited belonging
to promoter / members of promoter group of the Company vide their letter dated August 17,
2022, for reclassifying their shareholding in the Company from the "Promoter and
Promoter group" category to the "public" shareholder category, in
accordance with applicable Listing Regulations as amended and rules, regulations and
guidelines as applicable in this regard.
Pursuant to the same, an application in terms of Regulation 31A of the
Listing Regulations was made to the stock exchanges for their approval for the
reclassification.
The Company has received the approval from National Stock Exchange of
India Limited and BSE Limited, on January 3, 2023 for reclassification of the said Members
of Promoter and Promoter Group to Public Shareholders.
OPEN OFFER AND MINIMUM PUBLIC SHAREHOLDING COMPLIANCE
An Open Offer was made by Crompton Greaves Consumer Electricals Limited
("the Holding Company/ Crompton") to the Public Shareholders of the
Company in accordance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial
Acquisition of Shares & Takeover) Regulations, 2011 for acquisition of up to 46,48,684
fully paid-up equity shares of face value of H10.00 (Rupees Ten only) each of the Company,
representing 26% of the voting rights of the Company from the Public Shareholders at a
price of H1,433.90 (Rupees One Thousand Four Hundred Thirty Three and Ninety Paise only).
The open offer was fully subscribed and subsequently 81% of equity share capital of the
Company was held by the Holding Company.
MINIMUM PUBLIC SHAREHOLDING COMPLIANCE
Crompton, sold 10,72,775 equity shares of the Company constituting 6%
of the total paid-up capital of the Company to the public in accordance with the
"Comprehensive Guidelines on Offer for Sale ("OFS") of Shares by
Promoters through the Stock Exchange Mechanism" issued by the Securities and Exchange
Board of India on February 14, 2020 and February 17, 2020, respectively.
Consequently, the Company is now compliant with the Minimum Public
Shareholding requirements as mandated under Rules 19(2)(b) and 19A of the Securities
Contracts (Regulation) Rules, 1957 read with Regulation 38 of the Listing Regulations.
The breakup of Promoter and Public Shareholding of the Company post
aforesaid sale of shares is provided below:
| Category |
No of equity shares |
% of total paid- up share capital |
| Promoter and Promoter Group |
1,34,09,663 |
75.00 |
| Public |
44,69,888 |
25.00 |
| Non-Promoter Non Public |
Nil |
Nil |
| Total |
1,78,79,551 |
100.00 |
MERGERS AND ACQUISITIONS
During the year under review, the Board of Directors of the Company ("the
Board") at its meeting held on March 25, 2023, considered and approved the Scheme
of Amalgamation of the Company, ("Transferor Company") with Crompton
Greaves Consumer Electricals Limited ("Transferee Company") and their
respective shareholders and creditors under Sections 230 to 232 and other applicable
provisions of the Act read with rules made thereunder ("Scheme").
It is intended to merge the Company with Crompton Greaves Consumer
Electricals Limited, with the rationale of further leveraging & utilizing the
strengths of both the entities, accelerating the realization of identified synergies,
bringing in integrated and coordinated business approach, and improving organizational
capability.
The Board of both the entities have approved the proposed transaction
on March 25 2023, which is subject to regulatory approvals. Pursuant to the proposed
Scheme, the Transferee Company shall issue equity shares to the shareholders of the
Transferor Company (other than the Transferee Company) in accordance with the Share Swap
Ratio as determined by the registered valuers and as approved by the Board.The Scheme is
subject to the receipt of necessary statutory and regulatory approvals including approval
of Stock Exchanges, the Securities and Exchange Board of India, the respective
shareholders and creditors of respective companies and National Company Law Tribunal(s)
(Mumbai & Chennai Benches). Further, the Company has filed the said Scheme of
Amalgamation with BSE Ltd. and National Stock Exchange of India Limited on April 7, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
OUTGO
Information relating to energy conservation, technology absorption,
foreign exchange earned and spent, and research and development activities undertaken by
the Company in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of
Companies (Accounts) Rules, 2014, are given in Annexure-7 of this Board's Report.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formulated a comprehensive policy on prevention,
prohibition and redressal against sexual harassment of women at workplace, which is also
in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The said
policy has been made available on the website of the Company. The Company has constituted
of Internal Complaints Committee ("ICC") under the POSH and has complied
with the provision relating to the same. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy. The constitution of ICC is as per the POSH Act
and includes an external member who is an independent POSH consultant with relevant
experience. The POSH Policy is gender inclusive, and the framework ensures complete
anonymity and confidentiality. During the year under review, no complaint was received.
SHARE REGISTRAR & TRANSFER AGENT
M/s. GNSA Infotech Private Limited is the RTA of the Company. Their
contact details are mentioned in the Corporate Governance Report and same is also
available on the website of the Company https://www.butterflyindia.com/investor-relations/
LISTING WITH STOCK EXCHANGES
The equity shares of your Company are listed on The National Stock
Exchange of India Limited ("NSE") and BSE Limited ("BSE").
Details of the Company in the Stock Exchanges are as follows:
| NSE Symbol |
BUTTERFLY |
| BSE Scrip Code |
517421 |
| ISIN |
INE295F01017 |
Your Company has paid the Annual Listing Fees for the F.Y. 2022-23 and
F.Y. 2023-24 to both the NSE and BSE, with whom the equity shares of the Company are
listed.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the Financial
Statements for the year under review confirm in their entirety to the requirements of the
Act and guidelines issued by SEBI. Pursuant to the provisions of Section 134(3)(c) of the
Act, to the best of their knowledge and based on the information and explanations received
from the Company, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures if any;
(b) the accounting policies selected and applied consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31,2023 and of the profit and loss of
the Company for that year;
(c) sufficient care has been taken and that adequate accounting records
have been maintained for safeguarding the assets of the Company and for prevention and
detection of fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and such internal financial controls are adequate and were
operating effectively; and
(f) the systems devised to ensure compliance with the provisions of all
applicable laws were adequate and operating effectively.
INSIDER TRADING
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as
"Policy on Determination of Legitimate Purpose for Sharing UPSI" which lays down
guidelines and advises the Directors and Employees of the Company on procedures to be
followed and disclosures to be made while dealing in securities of the Company.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these items during the
year under review:
(i) The Company has not resorted to any buy back of the equity shares
during the year under review;
(ii) The Company has not issued equity shares with differential rights
as to dividend, voting or otherwise;
(iii) The Company does not have any scheme of provision of money for
the purchase of its own shares by employees or by trustees for the benefit of employees;
(iv) The Company has not issued Sweat Equity Shares to the employees of
the Company;
(v) There has been no change in the nature of business of the Company
as on the date of this report;
(vi) There was no revision in the Financial Statements;
(vii) There were no proceedings, either filed by the Company or filed
against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended,
before National Company Law Tribunal or other courts during the year under review;
(viii) No instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Act;
(ix) Disclosure of reason for difference between valuation done at the
time of taking loan from bank and at the time of one-time settlement. There was no
instance of onetime settlement with any Bank or Financial Institution; and
(x) No fraud has been reported by the Auditors to the Audit Committee
or the Board.
RIGHTS OF SHAREHOLDERS
• right to participate in, and to be sufficiently informed of,
decisions concerning fundamental corporate changes;
• opportunity to participate effectively and vote in general
shareholder Meetings;
• being informed of the rules, including voting procedures that
govern general shareholder meetings;
• opportunity to ask questions to the Board of Directors at
General Meetings;
• effective shareholder participation in key corporate governance
decisions such as election of Members of Board of Directors;
• exercise of ownership rights by all shareholders, including
institutional investors;
• adequate mechanism to address the grievances of the
shareholders;
• protection of minority shareholders from abusive actions by, or
in the interest of, controlling shareholders acting either directly or indirectly, and
effective means of redress;
• to receive Dividends and other corporate benefits like rights,
bonus etc. once approved;
• to inspect statutory registers and documents, including minutes
books of the general meetings, as permitted under law; and
• any other rights as specified in the statutory enactments from
time to time.
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude and appreciation to all
the employees of the Company posted at all its locations for their tremendous personal
efforts as well as collective dedication and contribution to the Company's performance.
Your Directors would also like to thank the shareholders, customers,
dealers, suppliers, bankers, Government and all other business associates, consultants and
all the stakeholders for their continued support extended to the Company and the
Management.
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion and
Analysis describing the Company's objectives, projections, estimates, expectations or
predictions may be 'forward looking statements' within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to the Company's
operations include global and Indian demand supply conditions, finished goods prices, feed
stock availability and prices, cyclical demand and pricing in the Company's principal
markets, changes in government regulations, tax regimes, economic developments within
India and the countries within which the Company conducts business and other factors such
as litigation and labour negotiations. The Company is not obliged to publicly amend,
modify or revise any forward-looking statement, on the basis of any subsequent
development, information or events or otherwise.
| For and on behalf of the Board |
|
| For Butterfly Gandhimathi Appliances Limited |
|
|
P.M. Murty |
| Place: Chennai |
Chairman |
| Date: May 12, 2023 |
DIN :00011179 |