Your directors have pleasure in presenting their 38th Annual Report together with the audited financial statements for the year ended March 31, 2024.
FINANCIAL RESULTS
The highlights of the standalone financial performance of the Company during the financial year ended March 31, 2024 as compared with the previous financial year ended March 31, 2023 are given below:
(Rs. in Crore)
DIVIDEND AND APPROPRIATION
In view of losses for the financial year 2023-24, the Board of Directors have not recommended any dividend for the year.
TRANSFER TO RESERVE
Due to losses in the financial year 2023-24, no amount has been transferred to reserves.
COMPANY'S OPERATING PERFORMANCE AND STATE OF AFFAIRS
The Company's operating performance and state of affairs here been discussed in Management Discussion and Analysis Report which is enclosed as Annexure-I of the Directors Report.
SUBSIDIARIES AND JOINT VENTURES
M/s. BGR Boilers Private Limited, which supplies 660 MW super critical steam generators, made an operating income of Rs. 1.07 crore and incurred a loss of Rs. 8.80 crore in the year 2023-24. M/s. BGR Turbines Company Private Limited, which supplies 800MW super critical steam turbine generators, has recorded an operating income of Rs. 0.89 crores and a profit of Rs.0.07 crore in the year 2023-24. M/s. Sravanaa Properties Limited, the wholly owned subsidiary had an income of Rs. 16.15 lakhs and a profit of Rs. 1.54 lakhs in the year 2023-24.
A report on the performance and financial position of each of the subsidiaries and joint venture as per rule 5 of the Companies (Accounts) Rules, 2014 is provided as annexure to the consolidated financial statement as required under Rule 8(1) of the Companies (Accounts) Rules, 2014.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Companies Act, 2013 and implementation requirements of Indian Accounting Standards (Ind AS) Rules on accounting and disclosure requirements, the Audited Consolidated Financial Statements are provided in this Annual Report.
As required under Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiaries is enclosed along with the financial statements.
In terms of Section 136 of the Companies Act, 2013, the Company has placed on its website the standalone and consolidated financial statements and the separate audited and unaudited annual financial statements of subsidiary companies, as the case may be. The Company will provide a copy of separate financial statements in respect of each of its subsidiary, to any shareholder of the company who asks for it.
COMPOSITION OF BOARD OF DIRECTORS AND KMP:
CHANGES IN THE BOARD OF DIRECTORS:
During the year under review, Mr. M. Gopalakrishna (DIN: 00088454), Mr. S A Bohra (DIN: 00791861), Mr. S.R. Tagat (DIN: 01632756), and Mr. Gnana Rajasekaran (DIN: 03194244) all Independent Directors of the Company have resigned from the Board during the last week of February, 2024.
Subsequently in compliance with Section 174 of the Companies Act, 2013 read with Secretarial Standard-1 issued by the ICSI, the Board comprising of the continuing directors have appointed Mr. Sadasivam Deivanayagam (DIN: 07622466), Mr. Krishnamoorthi Meyyanathan (DIN; 07845698) and Mr. Surulisubbu Vasudevan (DIN; 10388399) as Independent Additional Directors and Mr. Jeyakrishna Ganesan (DIN: 03208035), Director was appointed as Additional Director on 14th May 2024 and members' approval of their appointment is recommended and placed in the ensuing Annual General Meeting of the Company.
In accordance with the provisions of Companies Act, 2013, Mr. Arjun Govind Raghupathy, (DIN: 02700864) Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends the proposed re-appointment of Mr. Arjun Govind Raghupathy (DIN: 02700864) as a Director of the Company.
In accordance with Regulation 17 (1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Sasikala Raghupathy, (DIN: 00490686) Director not liable to retire by rotation needs to be approved by the shareholders once in every five years for continuation as Director. Accordingly, Mrs. Sasikala Raghupathy (DIN: 00490686) offers herself for continuation as Director for a period of five years. The Board of Directors recommends the proposed continuation of Mrs. Sasikala Raghupathy as a Director of the Company.
The composition of Board of Directors of the Company is in conformity with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The disclosure required pursuant to regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 on General Meetings are given in the notice convening the 38th Annual General Meeting.
CHANGES IN THE KEY MANAGERIAL PERSONNELS (KMP):
Mr. Vinod Kumar S, Manager-Secretarial was appointed as interim Compliance Officer with effect from January 04, 2023 consequent to resignation of Mr. Ramesh Kumar, Company Secretary and Chief Compliance Officer with effect from January 02, 2023
During the year under review, Mr. S. Krishna Kumar was appointed by the Board as President and Company Secretary w.e.f May 30, 2023 and subsequently resigned from the post of Company Secretary w.e.f March 30, 2024. As on date, Mr. S Sundar is appointed by the Board as the Company Secretary of the Company.
Further, Mr. P. R. Easwar Kumar resigned from the post of Chief Financial Officer (CFO) w.e.f March 30, 2024 and subsequently, the Company has appointed Mr. S. Pattabiraman as the Chief Financial Officer w.e.f May 30, 2024.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent Directors of the Company under Section 149 (7) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, affirming that they meet the criteria of their independence laid down in Section 149(6) including the confirmation that their names are included in the data bank pursuant to Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
Your Company follows the practice of conducting Independent Director's Meeting, during the month of March of every financial year. However, during this financial year, all the independent directors had resigned in February 2024. Hence, the Company could not convene the Independent directors' meeting.
The Board is of the opinion that all the present and past independent directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to meet their duties as Independent Directors.
MEETINGS OF BOARD
During the year, five Board meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI Regulations.
ANNUAL EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and having due regard to the SEBI's Guidance Note on Board Evaluation, the Board was having an effective evaluation process. However, the evaluation of the Board and Board Committee were carried out partially with the continuing directors as all the four Independent Directors were resigned from the Board during the last week of February 2024.
POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND OTHER DETAILS:
The Nomination and Remuneration Committee framed a policy on appointment of Directors including criteria for determining qualification, positive attributes and other matters. The main objectives of the policy are given below:
(i) Enhancement of performance of the Board and facilitate effective Corporate Governance.
(ii) Encourage diversity of thoughts, expertise and perspectives.
(iii) Usher in independence in the performance of the Board.
(iv) Eliminate gender bias, if any, in the constitution and functioning of the Board of Directors.
(v) Provide and create an environment for succession planning.
(vi) Identification of senior/key management personnel for appointment as Executive Directors.
(vii) Provide for appropriate mix of promoter directors, professional directors and independent directors.
On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company's policy on diversity of Board of Directors is available on the Company's website at http://www.bgrcorp.com/policy/Policy Diversity Board.pdf.
AUDIT COMMITTEE
The Audit Committee of the Board comprises of four directors of which three members are independent directors and all the members of Audit Committee are financially literate. More details of the Audit Committee are provided in the Corporate Governance Report. All key recommendations and observations of the Audit Committee were accepted and acted upon by the management and compliance thereof are regularly monitored and reviewed by the Committee.
SHARE CAPITAL
The paid-up equity share capital of the Company as on March 31, 2024 was Rs.72.16 Crore. During the year under review, there were no changes in the Share Capital of the Company.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. DEBENTURES
The Company has not made any issue of Debentures during the year 2023-2024.
HUMAN RESOURCES
An overview on the Company's human resources development and efforts to acquire and nurture talent is given in the Management Discussion and Analysis Report forming part of this Directors report.
For prevention, prohibition and redressal of sexual harassment of women at workplace, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of the sexual harassment complaints received and disposed during the Financial Year:
No. of complaints received: NIL No. of complaints disposed: NIL
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the annual report. Having regard to the provisions of the first proviso to
Section 136(1) of the Act, the annual report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the corporate office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
DEPOSITS
The Company did not accept any deposits from the public within the meaning of Chapter V of the Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2024.
ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-II. During the FY 2023-24, the foreign exchange earnings and outgo were Rs. 5411 lakhs and Rs.82 lakhs respectively.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Your Company has in place adequate internal controls system which includes financial control, commensurate with the size, scale and complexity of company's operations. The internal audit function evaluates the efficacy and adequacy of internal control 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 function, process owners undertake corrective and remedial action in their respective areas of responsibility and thereby strengthen the controls. Significant audit observations and corrective actions thereon are periodically reviewed by the Audit Committee. During the year no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was noticed. The Audit Committee based on the advice of the internal auditors directed the Company to improve the internal financial controls in few areas to ensure that the internal financial controls are operating more effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Company has Corporate Social Responsibility Committee constituted by the Board of Directors with Mrs. Sasikala Raghupathy as Chairperson and
Mr. Arjun Govind Raghupathy and Mr. Jeyakrishna Ganesan as members of the Committee. The CSR Policy formulated and recommended by the Committee is in place.
REMUNERATION POLICY
The Remuneration Policy formulated under section 178 of the Companies Act, 2013 by the Nomination and Remuneration Committee is given in Annexure - III.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism for directors and employees to report genuine concerns as required by Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the policy/mechanism has adequate safeguards against victimization of persons who use such mechanism and provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
The Company's policy on Whistle Blower Policy cum Vigil Mechanism is available on the Company's website at https://www.bgrcorp.com/policv/WhistleBlowerPolicvCircular2024 V0.pdf.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the note No.3 to the Financial Statements.
RELATED PARTY TRANSACTIONS
The transactions with related parties entered into during the financial year, which were in the ordinary course of business and on an arm's length basis were placed before the Audit Committee and approved. The Policy on related party transactions as approved by the Board is uploaded on Company's website at https://www.bgrcorp.com/policv/policv-on-related-partv-transactions-and-its-materialitv.pdf
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial vear 2023-24, all lender banks have classified the loan facilities extended to the Companv, under Default categorv as specified bv RBI, despite the Companv remitting the interest regular^. Your companv is making all efforts to clear this issue and to become a regular normal account. Various measures for raising Capital and plans for increasing business are planned and will be implemented during the financial vear 2024-25.
RISK MANAGEMENT POLICY
The Companv as part of Standard Operating Svstem and Procedure institutionalized risk management covering risk identification, mitigation and management measures. The Risk Charter and Policv have been brought to practice as part of internal control svstems and procedures. The Management has applied the risk management policv to business activities and processes, and this is reviewed to ensure that executive management manages risk through means of a property defined framework. The Companv is taking steps to make the risk management process more robust and institutionalized.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is herebv confirmed that:
a) In the preparation of the annual accounts for the Financial vear ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if anv;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the Financial year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS' AND AUDITORS' REPORT
M/s. Anand and Ponnappan, Chartered Accountants, Chennai were appointed as Statutory Auditors for term of five financial year from 2022-23 to 2026-27 at the AGM held on September 29,2022 and the reports of Statutory Auditors forms a part of this Annual Report.
The Auditors have given an Adverse opinion on Material Uncertainty relating to Going Concern on the following basis and the Management reply are as below:
1) Classification of Working capital borrowings by all lender Banks as Non-performing asset (NPA)-
Management Reply: Company was regular and punctual in servicing interest obligation till our account was classified as NPA by the Banks. Due to RBI instructions only, all Banks have classified our account as NPA. Management hopes to strengthen the financial position and come out of liquidity crunch in the ensuing years.
2) ) Operational Cash losses and working capital deficit
Management Reply: Company is planning to reduce expenses and bring in additional capital to overcome the losses and working capital deficit.
3) Termination/Short closure of Orders and in vocation of bank guarantees
Management Reply: Once our liquidity position improves, company is confident about getting new orders. Company is getting orders in Manufacturing segment even now and is executing them well. Management hopes to come out of this issue at the earliest.
4) Erosion of Networth due to continued losses
Management Reply: Managements plan of bringing additional capital will negate this point in the near future.
5) Resignation of Independent Directors and Key Managerial Personnel
Management Reply: In May2024 three independent directors along with one executive director were appointed in the Board and also appointed two Key Management Personnel viz i) Chief Financial Officer and ii) Company Secretary to strengthen the Management.
Apart from the above the Statutory Auditors on their Consolidated Audit Report and the Secretarial Auditors on their report have qualified that:
6) The Company is in the process of appointing an Independent director in the Material Subsidiary, M/s. BGR Turbines Private Limited as per R. 16(1) (c) and Reg 24(1) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
Management Reply: During the last week of February2024 all the Independent Directors were resigned from the Board and the said Regulation is silent on the due date for the appointment and the Company is in the process of appointing an Independent Director of the Company in the Board of Material Unlisted Subsidiary
7) The Financials were consolidated as per the unaudited and provisional financials of the subsidiaries as qualified by the statutory auditors.
Management Reply: Audited accounts were not ready for these Companies for 2023-24. However, the unaudited financial statements were uploaded on the Company's website.
8) Independent Director's meeting was not conducted during the Financial Year, Only two directors have submitted their evaluation of the performance of the directors & Stakeholder Relationship Committee meeting was not conducted during the financial year under review.
Management Reply: The Company follows the practice of conducting Independent Director's Meeting, SRC meeting & evaluation of directors during the month of March of every financial year. However, during this financial year, all the independent directors were resigned in February 2024 itself. Hence, the Company could not conduct the Independent directors meetings, SRC meeting and evaluation of directors.
9) The related party transaction with M/s. Argo Raiment LLP, taken together for the financial year being 8189.8 lakhs exceeds ten percent of the annual consolidated turnover (8062.7 lakhs) of the Company. However, prior shareholders' approval was not obtained as required under Regulation 23(4) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
Management Reply: Due to operational exigencies, Company borrowed from a Related Party for making emergency payments. Unsecured loan from M/s. Argo Raiment LLP for Rs.76.95 crore does not exceed the threshold of 10% of Consolidated turnover being Rs. 80.63 crores. However, as payment of interest for loan- "obligations between the related parties" falls under the definition of related party transactions (Regulation 2(zc) of The SEBI (LODR), 2015), Unsecured Loan taken together with the interest paid amounting to Rs. 81.89 crores is qualified as a material related party transaction and the Company has sought the ratification of members in the ensuing Annual General Meeting.
10) Four Independent Directors of the Company resigned during the last week of February 2024; the Company has filled the vacancy caused in the Board of Directors by appointing 3 Independent Directors and one Executive Director on May 14, 2024. The Company had only two directors during the intermittent period.
Management Reply: In Compliance with Section 174 of the Companies Act, 2013, the continuing directors in their meeting held on 14th May 2024 have duly appointed requisite number of Independent directors and one executive director to increase the number of directors in the board & board committees. No other resolutions were passed by the Board during the intermittent period.
11) MCA e-forms for Change in Directors and Key Managerial Personnel were filed after the due date.
Management Reply: The Ministry of Corporate Affairs site did not allow to fie the form DIR-12 for the resignation of all the Independent Directors and Key managerial Personnel at once. Hence, the appointment forms were filed first and then resignation of directors & KMP were filed after the due date.
12) As per the management, the Company has been maintaining the Structural Digital Database Software provided by Orion Legal Supplies, Mumbai. However, the validity of the software got expired on 09.12.2023, which was missed out to be renewed at that point of time inadvertently. The Company later renewed its SDD software license on 3rd July 2024 for the period from 09.12.2023 to 08.12.2024.
Management Reply: As on the date of this report, the Company has duly renewed the SDD software.
13) Certain disclosures such as resignation of Independent Directors (Mr. Gopaiakrishna, Mr.Bohra), Shareholders agreement, Initiation of CIRP were intimated after 12/24 hours.
Management Reply: Due to non-availability of secretarial team, some of the disclosures were intimated after the due date. The Company has taken necessary actions to intimate the stock exchange disclosures within the stipulated timeline.
COST RECORDS AND COST AUDITORS
The Company is required to maintain cost records as specified by the Central Government under sub- section (1) of Section 148 of the Companies Act, 2013 and accordingly during the year such accounts and records were made and maintained by the Company. The Board of Directors have appointed J.V. Associates, Cost Accountants as the Cost Auditor of the Company for the Financial year 2023-24, under Section 148 of the Companies Act, 2013. The Cost Audit Report for the financial year ended March 31, 2024 issued by
A. N. Raman & Associates, Cost Accountants was submitted to the Central Government within due date. The audit report is unqualified and without reservation or adverse comment on compliance.
SECRETARIAL STANDARDS AND SECRETARIAL AUDIT
The Board of Directors confirm that your Company has complied with the applicable Secretarial Standards during the year 2023-24.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has appointed M/s. Mohan Kumar & Associates, Company Secretary in practice to undertake the secretarial audit of the Company. The Report of secretarial audit is annexed as Annexure - IV.
M/s. BGR Turbines Company Private Limited and M/s. Sravanaa Properties Limited are material subsidiaries of the Company for the Financial Year 2023-2024. The secretarial audit report of M/s. BGR Turbines Company Private Limited and M/s. Sravanaa Properties Limited for the financial year 2023-24 as required under Regulation 24A(1) of SEBI (Listing Obligations and Disclosure Requirements is enclosed as Annexure-V of the Directors Report.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be reported.
CORPORATE GOVERNANCE
Corporate Governance report under SEBI (LODR) and the certificate from the auditors confirming compliance of the conditions of Corporate Governance are included in this Annual Report as Annexure- VI.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
Due to downgrading by Banks and rating Agency, the Statutory Auditors have given an adverse report which affects the overall position of the Company. Your Company is making strenuous efforts to overcome this and devising various options to raise funds and capital to come out of the issue.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, the Annual Return of the company as on March 31, 2024 is available on the company's website. The link is provided here under http://www.bgrcorp.com/annual report.php
Disclosures:
1. There has been no change in the nature of business of the Company during the year under review.
2. Pursuant to Section 197 (14) of the Act, 2013, the Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.
3. As on March 31, 2024, there are 27 pending proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company has not filed any proceedings under the aforementioned Act.
4. The Company has complied with the applicable secretarial standards as amended from time to time.
5. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof: NIL
6. During the financial year 2023-24, the requirement of transferring the unpaid/unclaimed dividends nor the shares is not applicable to the Company.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the valuable support and co-operation extended by customers, vendors, collaborators, business partners/associates, statutory authorities, Central and State Governments during the year under review.
Your Directors also record their appreciation to the bankers for their financial support and trust reposed in the Company. The Board further wish to acknowledge the commitment and contribution made by the employees at all levels during current tough times. Your Board conveys its gratitude to the shareholders for their continued patronage and co-operation.