Your Directors have pleasure in presenting this 28th (Twenty Eighth) Directors' Report along with the Audited Financial Statements for the Financial Year ended 31st March, 2022.
1. Highlights of Financial Performance:
Your Company's financial performance during the Financial Year 2021-22 as compared to that of the previous Financial Year 2020-21 is summarized below:
|
in Lakh)
|
| |
Standalone
|
Consolidated
|
|
2021-22
|
2020-21
|
2021-22
|
2020-21
|
|
Revenue from Operations
|
67,656.61
|
55,487.21
|
67,656.61
|
55,487.21
|
|
Other Income
|
1,046.34
|
767.05
|
1,046.78
|
792.11
|
|
Total Income
|
68,702.95
|
56,254.26
|
68,703.39
|
56,279.32
|
|
Total Expenses
|
56,598.87
|
47,387.09
|
56,590.81
|
47,372.23
|
|
Profit /(Loss) Before Tax
|
12,104.08
|
8,867.17
|
12,112.58
|
8,907.09
|
|
Less: Current Tax
|
2,861.27
|
2,324.43
|
2,863.40
|
2,326.47
|
|
Less: Deferred Tax
|
261.01
|
(61.24)
|
260.92
|
(60.99)
|
|
Less: Adjustment for Tax of previous years
|
-
|
134.73
|
-
|
134.73
|
|
Profit/(Loss) After Tax
|
8,981.80
|
6,469.25
|
8,988.26
|
6,506.88
|
|
Other Comprehensive Income (Net of Tax)
|
(0.54)
|
(17.62)
|
(0.72)
|
(18.40)
|
|
Total Comprehensive Income
|
8,981.26
|
6,451.63
|
8,987.54
|
6,488.48
|
|
Total Comprehensive Income attributable to:
|
|
|
|
|
|
- Owners of Astec LifeSciences Limited
|
8,981.26
|
6,451.63
|
8,985.14
|
6,486.49
|
|
- Non-controlling interests
|
N.A.
|
N.A.
|
2.40
|
1.99
|
|
(N.A.: Not Applicable)
|
2. Review of Operations/ State of Affairs of the Company and its Subsidiaries:
Review of Operations/ State of Affairs of the Company:
Your Company manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 25 (Twenty Five) countries.
During the Financial Year 2021-22, your Company registered its best performance till date, as Total Income and Profit After Tax (PAT) grew by 22.1% and 38.1%, year-on-year, respectively. Consolidated Total Income reached ^ 68,703.39 Lakh during the Financial Year 2021-22 as against ^ 56,279.32 lakh during the Financial Year 2020-21 and Profit After Tax (PAT) increased to ^ 8,988.26 Lakh during the Financial Year 2021-22 as against 3; 6,506.88 Lakh during the Financial Year 2020-21. Geographically, exports were the main driver
growing by 44.4% year-on-year while in terms of segment, growth was led by enterprise sales. The proportion of exports increased to 58% of the total income from 49% in the previous year. Domestic sale was 42% of the total income and grew by 0.5% year-on-year.
Strong top line performance was accompanied by robust improvement in margin profile as well. Your Company achieved Gross margin of 42.8% during the Financial Year 2021-22 as compared to 38.4% during the Financial Year 2020-21. The margin expansion was driven by higher realisations, favourable product mix and benefits from investment in backward integration. The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) margin expanded to 24.3% during the Financial Year 2021-22 from 21.5% during the previous Financial Year 2020-21. The improvement in EBITDA margin was partly constrained by increased higher fixed overheads on account of commissioning of herbicide plant. As a result, your Company's return on net worth
improved by 206 bps to 25.5% in the Financial Year 2021-22 from 23.4% in the Financial Year 2020-21.
During the year, your Company also commissioned its new herbicide plant and completed first batch of CMO product successfully. Your Company also continues to stay on track to launch the state-of-the-art Research and Development (R&D) facility by December 2022. During the Financial Year 2021-22, your Company commercialized two new CMO products and a new production process for an enterprise product.
During the Financial Year 2022-23, your Company plans to continue focusing on onboarding new relationships for contract manufacturing business and to diversify into other chemistries. Investment in R&D centre will significantly increase the research capabilities and will support the growth aspirations in the medium to long-term.
There has been no change in the nature of business of your Company during the Financial Year 2021-22.
Review of Operations/ State of Affairs of the Subsidiaries of the Company:
Your Company had the following 2 (Two) subsidiaries throughout the Financial Year (F.Y.) 2021-22:
(i) Behram Chemicals Private Limited:
Behram Chemicals Private Limited, a subsidiary of your Company, has given its Plot at Mahad (Maharashtra) to your Company on Leave and License basis.
During the Financial Year ended 31st March, 2022, Behram Chemicals Private Limited reported Profit Before Tax of T 9.21 Lakh, as compared to Profit Before Tax of ^ 8.91 Lakh during the previous Financial Year 2020-21.
(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):
Comercializadora Agricola Agroastrachem Cia Ltda is a foreign subsidiary company, having its Registered Office in Bogota, Colombia and is
engaged in the business of obtaining product registrations in conformity with local laws of the said country. This company is yet to start any major commercial activity.
For the year ended 31st March, 2022, Comercializadora Agricola Agroastrachem Cia Ltda reported Profit/(Loss) Before Tax of T NIL, as compared to Profit/(Loss) Before Tax of ^ (0.10) Lakh reported during the previous year ended 31st March, 2021.
3. Dividend:
Your Board has recommended a Final Dividend of 15% (Fifteen per cent) on the Equity Share Capital of your Company, i.e., ^ 1.50 (Rupee One and Paise Fifty Only) per Equity Share of Face Value of ^10/-(Rupees Ten Only) each for the Financial Year ended 31st March, 2022, subject to approval of the Shareholders at the ensuing 28th (Twenty Eighth) Annual General Meeting of the Company.
The Dividend, if declared, will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Wednesday, 20th July, 2022 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.
The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 28th (Twenty Eighth) Annual General Meeting of the Company, forming a part of this Annual Report.
The Dividend payout for the Financial Year 2021-22 is in accordance with the Company's Dividend Distribution Policy.
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made available on the website of the Company and is available on the web link http://www.astecls.com/codes-and-policies.asi3x.
4. Transfer to Reserves:
Your Board does not propose to transfer any amount to reserves during the Financial Year 2021-22.
5. Particulars of Loans, Investments and Guarantees:
As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2021-22, have been provided in the Notes to the Financial Statement.
6. Finance and Credit Rating:
Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.
As on 31st March, 2022, ICRA Limited has assigned Credit Ratings in respect of R 57,400 Lakh of Line of Credit (LOC) and R 30,000 Lakh of Commercial Paper Programme availed by the Company, as under:
a) Long-term rating at "[ICRA] AA-"
(pronounced "ICRA double A minus")
b) Short-term rating at "[ICRA] A1 "
(pronounced "ICRA A one plus")
c) Commercial Paper Programme at "[ICRA] A1 " (pronounced "ICRA A one plus")
In accordance with the Credit Rating assigned to the Commercial Paper Programme of your Company as above, the Board of Directors has granted its approval for borrowing by way of issuance of Commercial Papers upto an aggregate limit of R 30,000 Lakh.
7. Information Systems:
With the COVID-19 pandemic situation improving, your Company has deployed technology solutions to enable and support hybrid work environment for employees. It has formulated Cybersecurity Implementation roadmap to improve your Company's cyber security maturity. Your Company has also implemented solutions like Data Leakage Prevention, Endpoint Detection and Response (EDR), Zero Trust based network protection solution. Digital transformation initiatives are underway which include deployment of web-based and mobile applications to bring in operational efficiency and be a future ready resilient organization. Your Company is also working on Cloud adoption to strengthen infrastructure availability and provide better manageability, thereby ensuring business continuity. Your Company has also started pilot on use of latest technologies like Artificial Intelligence and Machine Learning (AI/ML) and Predictive analytics.
8. Share Capital:
The Authorized Equity Share Capital of the Company as on 31st March, 2022 stood at R 25,00,00,000/- (Rupees Twenty Five Crore Only), comprising of 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Face Value of ^10/- (Rupees Ten Only) each.
The Issued, Subscribed and Paid-up Equity Share Capital as on 31st March, 2022 was R 19,59,75,550/- (Rupees Nineteen Crore Fifty Nine Lakh Seventy Five Thousand Five Hundred Fifty Only) comprising of 1,95,97,555 (One Crore Ninety Five Lakh Ninety Seven Thousand Five Hundred Fifty Five) Equity Shares of Face Value of ^10/-(Rupees Ten Only) each.
During the Financial Year 2021-22, the Company has:
(a) Allotted 2,500 (Two Thousand Five Hundred) Equity Shares of Face Value of R 10/- (Rupees Ten Only) each, ranking pari passu with the existing Equity Shares, at an exercise price of R 34/- (Rupees Thirty Four Only) each under the Employees Stock Option Plan, 2012 ("ESOP
2012") pursuant to exercise of Options by the employees of the Company under ESOP 2012;
(b) Allotted 7,500 (Seven Thousand Five Hundred) Equity Shares of Face Value of ^ 10/- (Rupees Ten Only) each, ranking pari passu with the existing Equity Shares, at an exercise price of ^ 387.35 (Rupees Three Hundred Eighty Seven and Paise Thirty Five Only) each under the Employees Stock Option Scheme, 2015 ("ESOS 2015"), pursuant to exercise of Options by the employees of the Company under ESOS 2015.
Further, during the Financial Year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company has granted 3,316 (Three Thousand Three Hundred Sixteen) Options convertible into 3,316 (Three Thousand Three Hundred Sixteen) Equity Shares at an Exercise Price of ^ 10/- (Rupees Ten Only) under the amended ESOP 2012 (amendment approved vide Shareholders' Special Resolution passed on 26th September, 2021, by way of Postal Ballot, the results of which were declared on 27th September, 2021).
9. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report for the Financial Year 2021-22, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of the Annual Report.
10. Holding Company:
Godrej Agrovet Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited), is, inter alia, engaged in the business of manufacture and marketing of Animal Feeds, Agricultural Inputs and Oil Palm and continues to be the Holding Company of your Company. The shareholding of Godrej Agrovet Limited in your Company as on 31st March, 2022 was 63.29% [i.e., 1,24,04,016 (One Crore Twenty Four Lakh Four Thousand Sixteen) Equity Shares of Face Value of 3; 10/- (Rupees Ten Only) each] of the Paid-up Equity Share Capital of the Company.
Godrej Agrovet Limited, in turn, is a subsidiary of Godrej Industries Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited). Godrej Industries Limited, thus, continues to be the Ultimate Holding Company of your Company.
11. Subsidiary Companies:
Your Company had the following 2 (Two) Subsidiary Companies throughout the Financial Year 2021-22:
(a) Behram Chemicals Private Limited, Maharashtra, India (in which your Company holds 65.63% of the paid-up Equity Share Capital); and
(b) Comercializadora Agricola Agroastrachem Cia Ltda, Bogota, Columbia (in which your Company holds 100% of the paid-up Equity Share Capital).
A report on the financial position and performance of each of the Subsidiary Companies in Form AOC-1 for the Financial Year 2021-22 forms a part of the Directors' Report and is annexed herewith as 'Annexure A'.
12. Joint Venture / Associate Companies:
Your Company did not have any Joint Venture / Associate companies during the Financial Year 2021-22.
13. Consolidated Financial Statements:
The Consolidated Financial Statements of your Company are prepared in accordance with the relevant Indian Accounting Standards (Ind AS), i.e., Ind AS 110 issued by the Institute of Chartered Accountants of India (ICAI) and form part of this Annual Report. Accordingly, the Annual Report of your Company does not contain the Financial Statements of its 2 (Two) Subsidiary Companies, viz., Behram Chemicals Private Limited and Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia).
The Annual Financial Statements and related information of your Company's Subsidiaries will be made available upon request. Also, in accordance
with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and Financial Statements of each of the Subsidiaries, are hosted on the Company's website, viz., www.astecls.com and can be accessed through the web link http://www.astecls.com/financial-updates.aspx. These documents will also be available for inspection during all days except Saturdays, Sundays and Public Holidays between 10.00 a.m. (1ST) to 4.00 p.m. (1ST) at the Company's Registered Office in Mumbai, Maharashtra, subject to lock-down or other restrictions as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec(5)godreiastec.com.
14. Directors:
At the previous 27th (Twenty Seventh) Annual General Meeting ("AGM") of your Company held on 28th July, 2021, the Shareholders have granted approval for appointment of Mr. Nandkumar Dhekne and Ms. Anjali Gupte as "Non-Executive, Independent Directors" of your Company for a term of 5 (Five) years w.e.f. 18th December, 2020 upto 17th December, 2025. Further, Mr. B. S. Yadav, Non-Executive and Non-Independent Director, who was liable retire by rotation, was re-appointed by the Shareholders at the said AGM.
Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors, at their respective Meetings held on 28th July, 2021, Mr. Anurag Roy [Director Identification Number (DIN: 07444595)] has been appointed as the "Chief Executive Officer and Whole-Time Director", on the Board of Directors of the Company for a term of 3 (Three) years, w.e.f. 28th July, 2021 upto 27th July, 2024, subject to approval of the Shareholders The approval of the Shareholders was duly obtained vide Special Resolution passed on 26th September, 2021, by way of Postal Ballot, the results of which were declared on 27th September, 2021.
Further, Mr. Arijit Mukherjee resigned as the "Whole Time Director" w.e.f. 28th July, 2021, while
continuing to be the "Chief Operating Officer" of your Company.
Consequent to cessation of the term of Mr. Ashok Fliremath as the "Managing Director" of your Company on close of business hours on 31st March, 2022, he continues on the Board as a "Non-Executive, Non-Independent Director", liable to retire by rotation, with effect from 1st April, 2022. The Board would like place to record sincere appreciation and gratitude for efficient and matured guidance and support provided by Mr. Ashok Fliremath during his long tenure as the "Managing Director" of your Company.
Subsequent to the closure of the Financial Year 2021-22, Mr. Rakesh Dogra has resigned as a "Non-Executive, Non-Independent Director" w.e.f. 2nd May, 2022. The Board would like to place on record, sincere appreciation and gratitude for his contribution whilst holding the directorship of your Company.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Nadir B. Godrej [Director Identification Number (DIN: 00066195)], Chairman and Non-Executive, Non-Independent Director of the Company is liable to retire by rotation at the forthcoming 28th (Twenty Eighth) AGM, and being eligible, has offered himself for reappointment. Appropriate resolution for reappointment of Mr. Nadir B. Godrej is being moved at the ensuing 28th (Twenty Eighth) AGM, which the Board of Directors recommends for your approval.
Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from Mr. Vikas Chomal, a Company Secretary in Practice certifying that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2021-22.
15. Meetings of the Board of Directors:
The Meetings of the Board of Directors are prescheduled and intimated to all the Directors in advance, in order to help them to plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of all the Directors or by passing a Resolution through Circulation.
The Board of Directors of your Company met 4 (Four) times during the Financial Year 2021-22 (on 30th April, 2021, 28th July, 2021, 27th October, 2021 and 25th January, 2022). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013,
i.e., the same was not exceeding 120 (One Hundred and Twenty) days.
16. Board Evaluation:
The Board of Directors has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The confidential online questionnaire was responded to by all the Directors and vital feedback was received from them on how the Board currently operates and how it might improve its effectiveness.
The process of annual evaluation of Directors' performance and the feedback received therefrom has been discussed and noted at the Meetings of the Independent Directors, the Nomination and Remuneration Committee and the Board of Directors.
The Directors have expressed their overall satisfaction with the evaluation process.
17. Independent Directors:
All the Independent Directors of your Company, viz., Mr. Vijay Kashinath Khot, Dr. Brahma Nand Vyas, Mr. R. R. Govindan, Mr. Nandkumar Vasant Dhekne and Ms. Anjali Rajesh Gupte have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("MCA"), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.
In terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass Proficiency Test conducted by MCA:
• Mr. Vijay Kashinath Khot, Dr. Brahma Nand Vyas and Mr. Nandkumar Vasant Dhekne are exempt from appearing for the Proficiency T est;
• Mr. R. R. Govindan has successfully cleared / completed the Proficiency Test during the Financial Year 2021-22;
• Ms. Anjali Gupte will appear for the Proficiency Test during the Financial Year 2022-23, within the mandatory timelines applicable to her.
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.
The criteria for determining qualifications, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company which is available on the website, viz., www.astecls.com at the web link http://www.astecls.com/codes-and-policies.aspx.
All the Independent Directors of the Company have duly complied with the Code for Independent
Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2021-22 are available on the website of the Company, www.astecls.com at the web link http://www.astecls.com/listing-compliance.asi3x.
The Independent Directors met once during the Financial Year 2021-22, i.e., on 30th April, 2021, pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the presence of the Chairman, Managing Director, Whole Time Director and Non-Executive Directors and the members of your Company's Management.
18. Directors' Responsibility Statement:
Pursuant to Section 134 of the Companies Act, 2013 ("the Act"), your Directors, to the best of their knowledge and ability, confirm as under:
a) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and the profit of the Company for the Financial Year ended as at that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;
d) that the Annual Accounts for the Financial Year ended 31st March, 2022 have been prepared 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) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.
19. Key Managerial Personnel:
The following were the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2021-22:
1. Mr. Ashok V. Hiremath, Managing Director
(*)
2. Mr. Arijit Mukherjee, Whole - Time Director
($)
3. Mr. Anurag Roy, Whole Time Director and Chief Executive Officer ($)
4. Mr. Saurav Bhala, Chief Financial Officer
5. Ms. Tejashree Pradhan, Company Secretary and Compliance Officer
(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1st April, 2022 and continues to be a "Non-Executive, Non-Independent Director" as on the date of this Report.
($) Mr. Arijit Mukherjee resigned as the "Whole Time Director" w.e.f. 28th July, 2021, while continuing to be the "Chief Operating Officer". Mr. Anurag Roy has been appointed as the "Whole Time Director & Chief Executive Officer" w.e.f. 28th July, 2021.
20. Statutory Auditors:
B S R and Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number: 101248W/W-100022), were appointed as the "Statutory Auditors" of your Company by the Shareholders at the 23rd (Twenty Third) Annual General Meeting held on 28th July, 2017, for a term of 5 (Five) consecutive years, i.e., to hold office upto the ensuing 28th (Twenty Eighth) Annual General Meeting of the Company, at such
remuneration as may mutually be agreed upon between them and the Company.
B S R and Co. LLP is eligible for re-appointment for a second term of 5 (Five) years and have provided a written confirmation that they are willing and eligiblefor re-appointment and are not disqualified to be re-appointed in terms of the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder.
Based on the recommendation made by the Audit Committee and the Board of Directors at their respective Meetings held on 2nd May, 2022, the reappointment of B S R and Co. LLP as the "Statutory Auditors" of the Company for a second term of 5 (Five) years, to hold office from the conclusion of the 28th (Twenty Eighth) Annual General Meeting till the conclusion of the 33rd (Thirty Third) Annual General Meeting (i.e., from the Financial Year 2022-23 upto the Financial Year 2026-27) is placed for approval of the Shareholders at the ensuing 28th (Twenty-Eighth) Annual General Meeting of the Company.
21. Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. Your Company, accordingly, maintains the required cost accounts and records.
Your Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 30th April, 2021, re-appointed M/s. NNT and Co., Cost Accountants, Mumbai (Firm Registration Number: 100911) as the "Cost Auditors" of the Company for the Financial Year 2021-22 and their remuneration was duly ratified by the Shareholders at the 27th (Twenty Seventh) Annual General Meeting held on 28th July, 2021.
Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 2nd May, 2022, re-appointed M/s. NNT and Co., Cost Accountants, Mumbai as the "Cost Auditors" of your Company for the Financial
Year 2022-23, subject to ratification of their remuneration at the ensuing 28th (Twenty Eighth) Annual General Meeting.
22. Secretarial Auditors and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 30th April, 2021, appointed M/s. BNP and Associates, Company Secretaries (Firm Registration Number: P2014MH037400), Mumbai to undertake the Secretarial Audit of your Company for the Financial Year 2021-22.
The Secretarial Audit Report issued by M/s. BNP and Associates, Secretarial Auditors for the Financial Year ended 31st March, 2022, which is an unqualified report, is annexed herewith as 'Annexure B'.
Your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 2nd May, 2022, re-appointed M/s. BNP and Associates, who have provided their consent and confirmed their eligibility, as the "Secretarial Auditors" of your Company for the Financial Year 2022-23.
23. Compliance with the Secretarial Standards:
Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI).
24. Audit Committee:
Pursuant to the provisions of Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted
Audit Committee of the Board of Directors comprising of the following Members:
|
Sr.
No.
|
Name of the Member
|
Category
|
|
1
|
Mr. R. R. Govindan
|
Chairman (Independent Director)
|
|
2
|
Mr. Ashok V. Hiremath
|
Member (Managing Director) (*)
|
|
3
|
Mr. Vijay Kashinath Khot
|
Member (Independent Director)
|
|
4
|
Dr. Brahma Nand Vyas
|
Member (Independent Director)
|
{ ) Mr. AsnoK Hirematn nas ceased to oe me ivianaging Director w.e.f. 1st April, 2022 and continues to be a "Non-Executive, Non-Independent Director" as on the date of this Report.
During the Financial Year 2021-22, there was no change in the composition of the Audit Committee.
Audit Committee Meetings were held 4 (Four) times during the Financial Year 2021-22 (on 30th April, 2021, 28th July, 2021, 27th October, 2021 and 25th January, 2022). The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Statutory Auditors and the Internal Auditors, inter alia, present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. Accordingly, the Audit Committee makes observations and recommendations to the Board of Directors of your Company. The Board has accepted all the recommendations of the Audit Committee during the Financial Year 2021-22.
The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee.
25. Nomination and Remuneration Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted Nomination and Remuneration Committee of the Board of Directors comprising of the following Members:
|
Sr.
No.
|
Name of the Member
|
Category
|
|
1
|
Mr. R. R. Govindan
|
Chairman (Independent Director)
|
| |
Mr. Vijay Kashinath
|
Member (Independent
|
| |
Khot
|
Director)
|
| |
Mr. Balram Singh
|
Member (Non-Executive,
|
|
3
|
Yadav
|
Non-Independent Director)
|
During the Financial Year 2021-22, there was no change in the composition of the Nomination and Remuneration Committee.
Nomination and Remuneration Committee Meetings were held 2 (Two) times during the Financial Year 2021-22 (on 30th April, 2021 and 28th July, 2021).
26. Corporate Social Responsibility ("CSR") and CSR Committee:
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted CSR Committee of the Board of Directors comprising of the following Members: -
|
Sr.
No.
|
Name of the Member
|
Category
|
| |
Mr. Ashok V.
|
Chairman (Managing
|
| |
Hiremath
|
Director) (*)
|
| |
Mr. Balram Singh
|
Member (Non-Executive,
|
| |
Yadav
|
Non-Independent Director)
|
|
3
|
Mr. R. R. Govindan
|
Member (Independent Director)
|
|
4
|
Dr. Brahma Nand
|
Member (Independent
|
(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1st April, 2022 and continues to be a "Non-Executive, Non-Independent Director" as on the date of this Report.
During the Financial Year 2021-22, there was no change in the composition of the CSR Committee.
CSR Committee Meetings were held 2 (Two) times during the Financial Year 2021-22 (on 30th April, 2021 and 27th October, 2021).
CSR Policy and Areas of CSR Expenditure:
Your Company recognises CSR as integral to the way it does its business and strives to engage, connect and uplift the community in and around the areas in which your Company operates. The CSR Policy of your Company aligns itself with the
Godrej Group's 'Good and Green' vision of creating a more inclusive and greener India. Each of your Company's CSR projects are aligned with the 'Good and Green' goals of the Godrej Group and correspond to different items listed in Schedule VII to the Companies Act, 2013.
Your Company aspires and consistently moves in the direction to become a sustainable company through leadership commitment, multiple stakeholder engagements and disciplined value chain mechanisms. Your Company's holistic approach towards sustainability not only manages its externalities but also provides tangible solutions for the benefit and upliftment of the communities around its manufacturing sites.
Your Company amended its CSR Policy, at the respective Meetings of the CSR Committee and the Board of Directors held on 30th April, 2021, in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22nd January, 2021, notified by the Ministry of Corporate Affairs (MCA). The CSR Policy of your Company (as amended) is uploaded on the website, viz., www.astecls.com and can be accessed through the web link http://www.astecls.com/codes-and-policies.aspx.
Amount of CSR Spending:
Your Company was required to spend T 137.69 Lakh towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, during the Financial Year 2021-22. Your Company has spent ^ 99.40 Lakh towards CSR Activities. Your Company took up different projects pertaining to COVID relief, raising livelihoods of farmers and self-help groups, digital platform in schools, etc. The shortfall of ^ 38.29 Lakh in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same has been duly transferred to Unspent CSR Account as on date.
Annual Report on CSR Activities:
The Annual Report on CSR Activities for the Financial Year 2021-22 is annexed herewith as 'Annexure C'.
27. Risk Management and the Risk Management Committee:
Pursuant to the provisions of Regulation 21 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors comprising of the following Members: -
|
Sr.
|
Name of the
|
Category
|
|
No.
|
Member
|
|
| |
Mr. Ashok V.
|
Chairman (Managing Director)
|
| |
Hiremath
|
(*)
|
| |
Mr. Balram Singh
|
Member (Non-Executive, Non-
|
| |
Yadav
|
Independent Director)
|
| |
Mr. R. R.
|
Member (Independent
|
|
3
|
Govindan
|
Director)
|
| |
Mr. Saurav Bhala
|
Member (Chief Financial
|
| |
|
Officer)
|
|
(*) Mr. Ashok Hiremath has ceased to be the "Managing Director"
|
|
w.e.f.
|
1st April, 2022 and continues to be a "Non-Executive, Non-
|
|
Independent Director" as on the date of this Report.
|
During the Financial Year 2021-22, there was no change in the composition of the Risk Management Committee.
The Meeting of the Risk Management Committee was held 2 (Two) times during the Financial Year 2021-22 (on 27th October, 2021 and 25th January, 2022).
The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.
Your Company has developed and implemented a Risk Management Policy and continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment and cyber risks. At present, there are no identified elements of risks in the opinion of the Board, which may threaten the existence of the Company.
28. Stakeholders' Relationship Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders' Relationship Committee of the Board of Directors, comprising of the following Members:
|
Sr.
No.
|
Name of the Member
|
Category
|
| |
Mr. Balram
|
Chairman (Non-Executive, Non-
|
| |
Singh Yadav
|
Independent Director)
|
|
2
|
Mr. R. R. Govindan
|
Member (Independent Director)
|
|
3
|
Mr. Vijay Kashinath Khot
|
Member (Independent Director)
|
During the Financial Year 2021-22, there was no change in the composition of the Stakeholders' Relationship Committee.
Meeting of the Stakeholders' Relationship Committee was held once during the Financial Year 2021-22 (viz., on 25th January, 2022).
Ms. Tejashree Pradhan, Company Secretary and Compliance Officer is the Secretary to Stakeholders' Relationship Committee. She has attended the Meeting of the Stakeholders' Relationship Committee held during the Financial Year 2021-22.
The details of Investor Complaints during the Financial Year 2021-22 are as follows:
|
Complaints outstanding as on 1st April, 2021
|
0
|
|
( ) Complaints received during the Financial Year ended 31st March, 2022
|
1
|
|
(-) Complaints resolved during the Financial Year ended 31st March, 2022
|
1
|
|
Complaints outstanding as on 31st March, 2022
|
0
|
There are no pending share transfers as on 31st March, 2022.
29. Compensation Committee:
Your Company had constituted a Compensation Committee of the Board of Directors, comprising of the following Members as on 1st April, 2021:
|
Sr.
No.
|
Name of the Member
|
Category
|
|
1
|
Mr. R. R. Govindan
|
Chairman (Independent Director)
|
| |
Mr. Balram
|
Member (Non-Executive, Non-
|
| |
Singh Yadav
|
Independent Director)
|
|
3
|
Mr. Vijay Kashinath Khot
|
Member (Independent Director)
|
The Compensation Committee was dissolved on 28th July, 2021.
There were no Compensation Committee Meetings held duringthe Financial Year 2021-22 till the date of its dissolution.
30. Managing Committee:
Your Company has constituted a Managing Committee of the Board of Directors, which comprised of the following Members as on 31st March, 2022:
|
Sr.
No.
|
Name of the Member
|
Category
|
| |
Mr. Balram Singh
|
Chairman (Non-Executive, Non-
|
| |
Yadav
|
Independent Director)
|
| |
Mr. Ashok V.
|
Member (Managing Director)
|
| |
Fliremath
|
(*)
|
| |
Mr. Rakesh
|
Member (Non-Executive, Non-
|
|
3
|
Dogra
|
Independent Director) (#)
|
(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1st April, 2022 and continues to be a "Non-Executive, Non-Independent Director" as on the date of this Report.
(#) Mr. Rakesh Dogra has resigned as a "Non-Executive, Non-Independent Director" w.e.f. 2nd May, 2022 and consequently, he ceases to be a Member of the Managing Committee w.e.f. 2nd May, 2022.
During the Financial Year 2021-22, there was no change in the composition of the Managing Committee. The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.
31. Prevention of Sexual Harassment at Workplace and Internal Complaints Committee:
The values of mutual trust and respect are considered by your Company as fundamental to its existence. Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation and there is zero tolerance towards any such unwarranted instances.
The Board of Directors of your Company has constituted Internal Complaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, comprising of the following Members as on 31st March, 2022:
1. Ms. Neeyati Shah, Presiding Officer
2. Mr. Arijit Mukherjee, Member
3. Mr. Saurav Bhala, Member
4. Mr. Ritesh Bhardwaj, Member
5. Ms. Tejashree Pradhan, Member
6. Ms. Sharmila Kher, External Member
The Company has formulated and circulated to all the employees, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.
The details of complaints with the ICC during the Financial Year 2021-22 are as follows:
|
Complaints outstanding as on 1st April, 2021
|
0
|
|
( ) Complaints received during the Financial Year ended 31st March, 2022
|
0
|
|
(-) Complaints resolved during the Financial Year ended 31st March, 2022
|
0
|
|
Complaints outstanding as on 31st March, 2022
|
0
|
The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.
32. Related Party Transactions:
All Related Party Transactions entered into by your Company during the Financial Year 2021-22 were on arm's length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions.
Accordingly, as per provisions of Section 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable. Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set out in Note No. 51 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company during the Financial Year 2021-22.
33. Disclosures of Transactions of the Company with any Person or Entity belonging to the Promoter / Promoter Group:
During the Financial Year 2021-22, the Company has entered into Related Party Transactions with Godrej Agrovet Limited, its Promoter and Holding Company, based on considerations of various business exigencies, such as synergy in operations and the same are in line with the Company's longterm strategy. Further, the Company has paid managerial remuneration to Mr. Ashok V. Hiremath, Promoter of the Company, who was the "Managing Director" till 31st March, 2022 (and continues to be a "Non-Executive, Non-Independent Director" as on the date of this Report).
All such Related Party Transactions during the Financial Year under review are in the ordinary course of business, on arm's length basis and are intended to further the Company's interests. The same have been disclosed in the Financial Statement.
34. Corporate Governance:
In accordance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), a detailed report on Corporate Governance is included in the Annual Report. M/s. BNP and Associates, Company Secretaries, who are also the "Secretarial Auditors" of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.
The Companies Act, 2013, the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies and/or
unlisted companies. All our Policies are available on the Company's website, www.astecls.com and can be accessed through the web link http://www.astecls.com/codes-and-policies.aspx. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirements.
36. Managerial Remuneration:
The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2021-22 was in conformity with the Nomination and Remuneration Policy of the Company.
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(i) Percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2021-22 and the Ratio of the Remuneration of each Director to the Median remuneration of the employees of the Company for the Financial Year 2021-22:
The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 28th (Twenty Eighth) Annual General Meeting, subject to such COVID-19 restrictions (if any) as may be imposed by the Government(s) and/or local authority(ies) from time to time. If any
Shareholder is interested in inspecting and obtaining a copy thereof, such Shareholder may write an e-mail to agm.astec@godrejastec.com.
38. Deposits:
Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, [(i.e., deposits within the meaning of Rule 2(l)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2021-22. Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:
39. Adequacy of Internal Financial Controls with reference to the Financial Statement:
In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2021-22.
40. Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 will be hosted on the website of the Company, viz., www.astecls.com at the web link http://www.astecls.com/other-updates.aspx.
41. Investor Education and Protection Fund (IEPF):
Compulsory Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account:
In accordance with the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the Unpaid or Unclaimed Dividends are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government, upon completion of 7 (Seven) years The Company is in compliance with the aforesaid provisions and the IEPF Rules.
Unclaimed / Unpaid Dividend:
The dividend amount for the Financial Year 2014-15 remaining unclaimed shall become due for transfer to the Investor Education and Protection Fund ("IEPF") established by the Central Government in terms of Section 124 of the Companies Act, 2013, on 22nd October, 2022, upon expiry of 7 (Seven) years from the date of its declaration. The Company is in the process of sending reminders to all such Shareholders at their registered addresses for claiming the unpaid / unclaimed dividend, which will be transferred to IEPF in the due course.
The detailed dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the Company in respect of dividends declared since the Financial Year 2009-10 are available on website of the Company, www.astecls.com at the web link http://www.astecls.com/unclaimed-dividend.aspx. Also, pursuant to Section 124(2) of the Companies Act, 2013, your Company has uploaded the details of unpaid and unclaimed amounts lying with the Company in respect of dividends declared for the Financial Year 2020-21, on the website of the Company.
42. Explanation or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditors, Secretarial Auditors and Cost Auditors:
There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors' Reports (Standalone and Consolidated) on the Financial Statements for the Financial Year 2021-22.
There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.
There are no qualifications, reservations, adverse remarks and disclaimers of the Cost Auditors in their report on the Cost Records for the Financial Year 2020-21 (noted during the Financial Year 2021-22). The Cost Audit Report for the Financial Year 2021-22 will be received in due course.
43. Significant Regulatory or Court Orders:
During the Financial Year 2021-22 and thereafter till the date of this Report, there have been no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.
44. Material Changes and Commitments, if any, Affecting the Financial Position of the Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors' Report (i.e., from 1st April, 2022 upto 2nd May, 2022), if any:
There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2021-22 to which the Financial Statements relate and the date of the Directors' Report (i.e., from 1st April, 2022 upto 2nd May, 2022). The global outbreak of COVID-19 health pandemic has significantly impacted the economy. The Management of your Company has considered internal and certain external sources of information and has used the principles of prudence in applying judgments, estimates and assumptions regarding the probable impact of the pandemic. The eventual outcome or impact of the pandemic may be different from those estimated as on the date of approval of these Financial Statements.
The Nomination and Remuneration Committee of the Board of Directors administers and monitors the ESOP 2012 and ESOS 2015.
Your Company has received a certificate from BNP and Associates, Company Secretaries and the Secretarial Auditors of the Company that ESOP 2012 and ESOS 2015 have been implemented in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the
Shareholders. Any request for inspection of the said certificate may please be sent to agm.astec (Sigodreiastec.com. The disclosures as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been put on the website of Company, viz., www.astecls.com at the web link http://www.astecls.com/listing-compliance.aspx.
There was no amendment in ESOS 2015 during the Financial Year 2021-22 and the same is in
compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the Financial Year 2021-22, there was an amendment made in ESOP 2012, which was
approved by the Shareholders by passing a Special Resolution on 26th September, 2021, through Postal Ballot (the results of which were declared on 27th September, 2021). The salient features of the said amendment were as follows:
46.Fraud Reporting:
There have been no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government, during the Financial Year 2021-22.
47. Additional Information:
The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Financial Statements. The Notes to the Accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.
48. Listing Fees:
Your Company has paid requisite annual listingfees to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), the Stock Exchanges where its securities are listed.
49. Depository System:
Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited ("NSDL'') and Central
Depository Services (India) Limited ("CDSL"). The ISIN Number of your Company for both NSDL and CDSL is INE563J01010.
50. Research and Development:
Your Company continues to focus on Research and Development ("R & D") and strongly believes that productive R & D is a key ingredient for success. During the Financial Year under review, your Company continued to develop new products at a healthy pace. A state-of-the-art R & D centre is in progress and is expected to be completed by December 2022, which will further augment your Company's R & D capabilities.
51. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as 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 D'.
52. Business Responsibility Report:
The Company has prepared its Business Responsibility Report for the Financial Year 2021-22, in accordance with Regulation 34 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. CIR/CFD/CMD/10/2015 dated November 4, 2015 issued by the Securities and Exchange Board of India (SEBI), to describe the initiatives taken by the
Company from an environmental, social and governance perspective. The said Report is prepared in accordance with the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' (NVGs) notified by the Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and forms part of this Annual Report.
53. Scheme of Amalgamation / Arrangement:
During the Financial Year 2021-22, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger / Arrangement with its Members and/or Creditors.
54. Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the Financial Year along with their status as at the end of the Financial Year:
During the Financial Year 2021-22, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.
As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
55. Details of Difference between the Amount of Valuation at the time of One-time Settlement and the Valuation done at the time of taking a Loan from the Banks or Financial Institutions along with the Reasons thereof:
During the Financial Year 2021-22, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.
56. Human Resources:
Your Company continues to have amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. Your Company drives interventions
to enhance the workforce productivity in the business and also makes concrete efforts to improve the employee engagement and connect. Your Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. Your Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives. The total number of permanent employees on the rolls of your Company as on 31st March, 2022 was 506.
57. Appreciation:
Your Board wishes to place on record their sincere appreciation and gratitude for the continued support and co-operation received from the various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of the Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to performance and success of the Company, even in the challenging times of COVID-19 pandemic outbreak.
58. Cautionary Statement:
The statements in the Board's Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable Securities laws and regulations. Actual results may differ materially from those expressed herein. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigations and industrial relations.
|