Directors' Report
To,
The Shareholders of the Company
Your Directors are pleased to present the 22nd Annual report of the Company together with Consolidated and Standalone
Audited Financial Statements of the Company for the Financial Year ended on March 31,2023.
1. FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31,2022 is summarized below:
|
Particulars
|
STANDALONE
|
CONSOLIDATED
|
|
2022-23
|
2021-22
|
2022-23
|
2021-22
|
| |
|
|
Revenue from operation
Other Income
Gross Revenue
Total Expenses
Profit before Depreciation, Exceptional items & Tax
Less: Depreciation
Less: Share of Net Profit of Investments using
Equity Method
Exceptional Items
Profit before Tax
Less: Provision for Taxation
Current Tax
Deferred Tax
Profit after tax (PAT)
Other Comprehensive Income
Total comprehensive income
No. of Equity Shares (FV Re. 1)
Earning per share (Basic)
Earning per Share (Diluted)
|
1000,05.66
|
690,89.98
|
1004,89.50
|
718,86.18
|
|
236.35
|
218.75
|
239.94
|
222.81
|
|
1002,42.01
|
693,08.73
|
1007,29.44
|
721,08.98
|
|
947,95.68
|
650,55.05
|
952,59.37
|
678,83.80
|
|
6,112.32
|
49,63.36
|
6,136.06
|
4,934.86
|
|
794.97
|
709.68
|
794.97
|
709.68
|
|
-
|
-
|
-
|
-
|
|
(64.49)
|
-
|
(64.49)
|
-
|
|
5,381.84
|
42,53.68
|
5,405.58
|
42,25.18
|
| |
|
|
|
|
1357.97
|
10,96.16
|
13,65.74
|
11,03.40
|
|
14.40
|
(23.90)
|
14.40
|
(23.90)
|
|
40,09.47
|
31,81.42
|
40,25.44
|
31,45.68
|
|
(7.94)
|
72.65
|
(7.94)
|
72.64
|
|
40,01.53
|
32,54.06
|
40,17.50
|
32,18.32
|
|
31,57,05,280
|
2,85,70,528
|
31,57,05,280
|
2,85,70,528
|
|
1.32
|
11.14
|
1.33
|
11.01
|
|
1.32
|
11.14
|
1.33
|
11.01
|
2. FINANCIAL PERFORMANCE:
During the year under review, your Company's
Revenue from operations was Rs. 1000,05.66 Lakhs
as against '69,089.98 Lakhs in the previous financial
year at Standalone level. The Profit after Tax amounted
to ' 4,009.47 Lakhs as against '3,181.42 Lakhs in
the previous financial year. Company's Profit after
comprehensive income was ' 4,001.53 Lakhs as
compared to ' 3,254.06 Lakhs in the previous financial
year.
The Consolidated Revenue from operations
amounted to '1004,89.50 Lakhs as against ' 718,86.18
Lakhs in the previous financial year. The Profit after Tax
amounted to '40,25.44 Lakhs as against ' 31,45.68
Lakhs in the previous financial year. Company's Profit
after comprehensive income was ' 40,17.50 Lakhs as
compared to ' 32,18.32 Lakhs in the previous financial
year. The Company has good growth in the topline as
well as in the PAT of the Company on consolidated
level. During the year the Company has crossed '1000
Crores Revenue.
The performance and financial position of
the subsidiary companies are included in the
Consolidated Financial Statements and presented
in the Management Discussion and Analysis Report
forming part of this Annual Report.
3. FUTURE OUTLOOK -
The Future outlook of the business of the Company in
different segment is as under:-
A. TELECOM:-
The Telecom industry in India is the second
largest in the world with a subscriber base
of 1.17 bn as of September 2022 (wireless
wireline subscribers). India has an overall tele¬
density of 84.86%, of which, the tele-density
of the rural market, which is largely untapped,
stands at 58.01% while the tele-density of the
urban market is 134.62%. According to the count
of mobile towers provided on the Department
of Telecommunications Dashboard, the four
operators running the telecom network utilised
7.37 lakh towers and 23.7 lakh base stations as
of November 2022. Since 2017, the country has
seen approximately 45,000-55,000 year-on-year
addition on the telecom tower side and 50,000¬
65,000 net adds on the BTS side.
The Government of India, under the Union
Budget 2023, has allocated ' 975.79 billion
for the Department of Telecommunications.
As per the Budget, Bharat Sanchar Nigam
Limited (BSNL), which is expected to roll out
4G and 5G services during the current year,
is expected to get '529.37 billion capital
infusion from the government in 2023-24. The
Government plans to set up one hundred labs
for developing applications using 5G services
in engineering institutions to realize a new
range of opportunities, business models, and
employment potential. The DoT is targeting a
combination of 100% broadband connectivity
in the villages, 55% fiberisation of mobile towers,
average broadband speeds of 25 mbps and 30
lakh kms of optic fibre rollouts by December
2022. Broadband connections rose to 816
million in September 2022. By December 2024,
DoT is looking at 70% fiberisation of towers,
average broadband speeds of 50 Mbps and 50
lakh kms of optic fibre rollouts at a pan-India
level. In the current budget, the government
has also allocated ' 21.58 billion for optical fibre
cable-based network for defence services and
'7.16 billion for telecom projects in the north¬
eastern states.
The industry's exponential growth over the
last few years is primarily driven by affordable
tariffs, wider availability, roll-out of Mobile
Number Portability (MNP), expanding 4G and
5G coverage, evolving consumption patterns
of subscribers, Government's initiatives
towards bolstering India's domestic telecom
manufacturing capacity, and a conducive
regulatory environment.
B. Renewable Energy:-
India stands 4th globally in Renewable Energy
Installed Capacity (including Large Hydro), 4th
in Wind Power capacity & 4th in Solar Power
capacity (as per REN21 Renewables 2022 Global
Status Report).The country has set an enhanced
target at the COP26 of 500 GW of non-fossil
fuel-based energy by 2030. This has been a key
pledge under the Panchamrit. This is the world's
largest expansion plan in renewable energy. The
country's installed non-fossil fuel capacity has
increased 396% in the last 8.5 years and stands
at more than 179.322 Giga Watts (including large
Hydro and nuclear), about 43% of the country's
total capacity. The Country saw highest year-
on-year growth in renewable energy additions
of 9.83% in 2022.The installed solar energy
capacity has increased by 24.4 times in the last
9 years and currently stands at 67.07 GW. The
installed Renewable energy capacity (including
large hydro) has increased by around 128 %
since 2014. India has set a target to reduce the
carbon intensity of the nation's economy by less
than 45% by the end of the decade, achieve 50
percent cumulative electric power installed by
2030 from renewables, and achieve net-zero
carbon emissions by 2070. India aims for 500
GW of renewable energy installed capacity by
2030 and aims to produce five million tonnes of
green hydrogen by 2030. This will be supported
by 125 GW of renewable energy capacity. 57
solar parks with an aggregate capacity of 39.28
GW have been approved domestically. The
Government has also set an off-shore target of
30 GW by 2030 through Wind Energy.
C. RAILWAY:-
The Indian Railways has committed itself to
achieving 100% electrification, as a part of its goal
ofbecoming a net zero carbon emitter before 2030.
This is in tandem with the Indian government's
stated mission of achieving Net Zero carbon
emissions by 2070 as pledged to at the COP26 in
Glasgow. On successfully completing this journey,
the Indian Railways will achieve the remarkable
feat of becoming the world's largest green railway
system. This large-scale effort is also in line with
the United Nation's Sustainable Development
Goals which is an urgent and collaborative call
for action by all countries. By modernizing its
infrastructure and electrifying its lines, the railways
are covering SDG 9 - which is a push towards
building resilient infrastructure and fostering
innovation. Further, this will help the Railways in
substantially reducing their carbon emissions,
tying it to SDG 13 which emphasizes the need to
take urgent action to battle climate change and its
adverse impacts. On average, the Indian Railways
with track length spanning 126,366 km contains
7,335 stations operate 11,2831 trains daily and
had transported 1512 MT of freight during 2022¬
23. Given that the operations are this widespread,
the energy needs of the railways are also equally
massive. As opposed to the high-emitting diesel
engines, country-wide electrification would
then introduce a more efficient and centralized
power system. Indian Railways has planned to
electrify a total of 28,810 km of broad-gauge
route by December 2023. As of March 2023, 100%
electrification has been completed in 14 states &
UTs including Haryana, Uttrakhand, Meghalaya,
and Uttar Pradesh. In line with the Centre's seven
priorities or Saptarshi, as called out during the
Union Budget - a significant milestone was the
completion of railway track electrification in the
Union Territory of Jammu and Kashmir.
D. POWER TRANSMISSION AND DISTRIBUTION
SECTOR:-
India's power transmission market is a crucial
component ofthe country's energy sector, which
is growing rapidly to meet the rising electricity
demand. The country's transmission system
plays an important role in supply of power to
the consumers through the vital link between
the generating stations and the distribution
system. The energy resources like coal, hydro
and renewable have a skewed distribution
in the country This skewed distribution of
resources necessitated development of robust
transmission system including establishment
of inter-regional corridors for seamless transfer
of power from surplus to deficit regions/areas.
In this process, it enables access to power
generation from anywhere in the country
to various consumer spread throughout the
country. The progressive integration of regional
grids started in 1992, and on 31st December
2013, our country achieved 'ONE NATION'-'ONE
GRID'-'ONE FREQUENCY' with synchronous
interconnection of Southern Region Grid with
rest of the Indian Grid with the commissioning
of 765kV Raichur-Solapur Transmission line. The
Central Government has given emphasis to
have congestion free transmission network, so
that there is no constraint in flow of power from
surplus region to deficit region. Accordingly,
transmission system in the country has been
continuously strengthened with addition of
transmission lines and inter-regional capacity.
During FY 22-23 the country added 14,625
ckm of transmission lines and added 75,902
MVA in its transformation capacity. With this
the country has become one of the largest
synchronous interconnected electricity grids in
the world with 4,71,817 ckm of transmission line
and 11,85,058 MVA of transformation capacity
(as on Apr'23). Besides, the country's inter¬
regional capacity also increased by whopping
212% to 1,12,250 MW since 2014.The above
transmission capacity addition has benefitted in
development of power sector in the country.
E. Heavy Steel Structure
Heavy Steel Structural segment Mainly includes
Bridges, pre-engineered buildings and other
Heavy Industrial Structure. Structural Steel
Fabrication Market was valued at $ 6.111 Billion
in 2020 and is projected to reach $ 9.78 Billion
in 2028, growing at a CAGR of 5.36% from
2021 to 2028. The Indian structural steel market
is expected witness significant growth during
the forecast period, owing to factors, such as the
increasing demand from manufacturing sector,
the rising preference toward pre-engineered
buildings and components, and government
initiatives for infrastructure development
activities. Additionally, the booming commercial
building sector, along with Indian government's
initiatives, such as increasing the construction of
green buildings, smart cities, and make in India
scheme, is expected to boost the structural
steel fabrication market in India. Currently
global manufacturing companies' are focusing
to diversify their production by setting-up
low-cost plants in countries other than China,
is expected to drive the India's manufacturing
sector to grow more than six times by 2025, to
USD 1 trillion. Thus, this is driving the demand
in the structural steel fabrication market in
the country. Government initiatives, such as
the construction of metro stations, new no
frill airports, international terminals, industry
corridors, power plants, and ports, require heavy
steel structures. Also, in renewable energy
generation like Wind and Nuclear Energy,
structural steel finds its use. This is further
increasing the demand of the market.
4. BUSINESS OPERATIONS:
The Company is primarily engaged in the business
of Manufacturing and sale of galvanized and
Non galvanized steel structure including telecom
towers, transmission line towers including Railway
Electrification (OHE), solar panels and pre-fabricated
steel structure such as Bridges, Heavy Steel Structure
etc. Your Company has three manufacturing units
at Jindal Nagar, Hapur District (UP) and Khera Dehat,
Hapur District (UP).
The Business is divided in two major segments i.e. Steel
Structure segment and Engineering procurement &
construction segment.
4.1. Steel structure segment
Under this segment it mainly operates in following
business verticals¬
- Telecommunication Tower
- Transmission and rail towers
- Solar Towers
- Poles
- Heavy Steel Structure
- Smart City Solutions
4.2 EPC Segment
The Company's EPC business primarily consists of
the manufacture and deployment of transmission
towers and railway electrification towers for its own
EPC and Turnkey Projects. It has completed around
702 kilometres of power transmission lines and 588
kilometres of railway track.
5. DIVIDEND:
The Board of Directors is pleased to recommended a
Final Dividend of ' 0.10/- (Rupee Ten Paisa i.e. 10%)
per equity share of face value of Re. 1.00 (Rupees
One Only) each (previous year final Dividend of '
0.10/-paisa per Equity Shares of Nominal Value of ' 1/-
each). The dividend, if approved by the Members in
the ensuing Annual General Meeting, would involve a
cash outflow of ' 3,15,70,528 and will be paid to those
members whose name appear in the Company's
Register of Members and to those persons whose
name appear as Beneficial Owners as per the details
to be furnished by National Securities Depository
Limited (NSDL) and Central Depository Services
(India) Limited as at the close of business hours on
September 16, 2023.
In terms of Regulation 43A of the Securities Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended ("the
Listing Regulations”), the Company has formulated
a Dividend Distribution Policy which is enclosed
herewith as Annexure-A, and is also available on the
website of the Company at http://www.salasartechno.
com
6. TRANSFER TO RESERVES:
The Company has not made any transfer to reserve
during the Financial Year 2022-23. However, profit for
the year is shown as surplus under the head Reserve &
Surplus during the financial year 2022-23.
7. PUBLIC DEPOSITS
During the year under review, your Company has
not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
The details relating to deposits, covered under
Chapter V of the Act,-
(a) accepted during the year; NIL
(b) remained unpaid or unclaimed as at the end of
the year; NIL
(c) whether there has been any default in
repayment of deposits or payment of interest
thereon during the year and if so, number of
such cases and the total amount involved-NIL
(i) at the beginning of the year; NA
(ii) maximum during the year; NA
(iii) at the end of the year; NA
During the year under review, your Company had not
accepted or renewed the deposits which are not in
compliance with the requirements of Chapter V of the
Act;
8. SHARE CAPITAL
(a) The paid up Equity Share Capital of the Company
as on March 31, 2023 was ' 31,57,05,280.
Company had Issued QIP as further issue of 3
crores equity shares during the year. Therefore,
the paid up share capital of the Company
increased from ' 28,57,05,280 (divided into
28.57.05.280 Equity shares of Rs. 1 each) to
'31,57,05,280 (divided into 31,57,05,280 Equity
shares of Rs. 1 each)
(b) Status of Shares
As the members are aware, the Company's
shares are compulsorily tradable in Electronic
form. As on March 31, 2023, out of total shares
99.999652% of the Company's total paid up
capital representing 31,57,05,280 shares are
in dematerlized form and 0.000348% of the
Company's total paid up capital representing
1100 shares are in physical form.
(c) Sub- Division of Equity Shares
The Board of Directors on 30th April, 2022 has
recommend Sub-division of Equity Shares
in (1 0:1 ) ratio which was approved by the
shareholders by Postal Ballot on 07th June,
2022. Accordingly the paid up share capital of
the Company was ' 28,57,05,280 divided in to
28.57.05.280 Equity Shares of ' 1/- each.
9. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013
the Company has Unclaimed and Unpaid Dividend
but the unpaid Dividend amount not liable to transfer
in Investor Education and Protection Fund.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE
Except those disclosed in this Annual Report, there
are no material changes and commitments affecting
the financial position of the Company between the
end of the financial year i.e. 31st March, 2023 and the
date of this Report.
11. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to the
SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 as applicable for the year under
review is presented in a separate section forming
part of this Annual Report are attached hereto as
"Annexure-B"
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIESJoint Venture and Associates
The Company had entered into following Joint
Ventures namely:-
1. Sikka- Salasar JV
2. Salsar- HPL JV.
3. Salasar-REW JV.
The company does not have any Associate Company.
Further, the Company is having one Subsidiary LLP
namely Salasar Adorus Infra LLP
13. PERFORMANCE AND FINANCIAL POSITION OF
THE JOINT VENTURE AND ASSOCIATES INCLUDED
IN THE CONSOLIDATED FINANCIAL STATEMENT.
The statement containing the financial statement of
Joint Venture and Associates of the Company was
duly disclosed in the Balance sheet. Details of financial
of Joint Venture as required under the first proviso to
sub-section (3) of Section 129 of the Companies Act,
2013 is being attached with the Board's Report in
Form AOC-1 as Annexure-C and the forming part of
the Board's Report.
14. DEPRECIATION AND AMORTIZATION
The Company had followed Straight-line method on
its tangible fixed assets the rates prescribed under the
Part C of the Schedule II of the Companies Act, 2013,
Intangible fixed assets stated at cost less accumulated
amount of amortization.
15. AUDITORS15.1 STATUTORY AUDITORS
M/s VAPS & Company, Chartered Accountants (Firm's
Registration No. 003612N), were appointed as the
Statutory Auditors of the Company to hold office
for a period of three years from the conclusion of
the Twenty First Annual General Meeting until the
conclusion of the Twenty Fourth Annual General
Meeting of the Company.
The Statutory Auditors' Report for the FY 2022-23 does
not contain any qualifications, reservations, adverse
remarks or disclaimer and no frauds were reported by
the Auditors under sub-section (12) of Section 143 of
the Act.
The Company has received consent letter and
certificate from the Auditors to effect that they are not
disqualified to act as Auditors within the meaning of
section 139 and 141 of the Companies Act, 2013.
15.2 COST AUDITOR
Pursuant to Section 148 read with Section 141 & 143
and other applicable provisions of the Companies
Act, 2013, read with Rule 6 of the Companies (Cost
Records and Audit Rules), 2014 as amended from
time to time, your Company has carried out audit of
Cost Records every year. The Board of Directors on the
recommendation of Audit Committee has appointed
M/S S. Shekhar & Co., Cost Accountants (Membership
No. 30477, FRN 000452), as cost Auditors of the
Company for the Financial Year 2023-24. As required
under the Companies Act, 2013 a resolution seeking
members' approval for remuneration payable to the
Cost Auditor is part of the Notice convening the
Annual General Meeting for their ratification.
15.3 SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies
Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
amended upto date and other applicable provisions,
if any, the Company has appointed M/s Deepika
Madhwal & Associates (C. P. No. 14808) Practicing
Company secretaries, to do Secretarial Audit of
the Company for the Financial Year 2022-23. The
Secretarial Audit Report for the Financial Year ended
31st march, 2023 in Form MR-3 is annexed to this
report as 'Annexure-D' and forms part of the Board's
Reports.
The observation made by Secretarial Auditors in their
report are self explanatory and therefore do not call for
any further explanations/comments. The Secretarial
Auditors' Report does not contain any qualification,
reservation or adverse remark.
15.4 INTERNAL AUDIT
Pursuant to provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies
(Accounts) Rule, 2014 as amended from time to
time, the Board of Directors on recommendation of
Audit Committee had appointed M/s Alok Mittal &
Associates., Chartered Accountants, New Delhi (FRN
005717N) as internal auditor of the Company to
conduct internal audit of the Company from 01st April,
2023 to 31st March, 2024.
16. ANNUAL RETURN
The Annual Return for the year ended 31st March
2022 in Form MGT-7, filed with Ministry of Corporate
Affairs, is available in the Company's website at the
following link:
www.salasartechno.com/investor
17. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are
as follows:
17.1 Conservation of Energy:
During the financial year under review, following
specific actions were taken by the Company at its
various locations, which resulted in saving of energy
consumption:
(i) The Company is now using of LPG in the zinc
melting furnace of galvanizing plant at all
the three Units. LPG is a more sustainable fuel
than furnace oil and minimizes environmental
pollution and also leads to more efficiency.
17.2 Technology Absorption:
(i) The efforts made towards technology
absorption:
• Manufacturing process is continuously
monitored to ensure better productivity.
• The Company is using new technology
machines for better production and
effective utilization of resources.
(ii) The benefits derived:
• Improvement in product quality.
• Improved productivity and cost reduction
• Introduction of new and improved
products.
(iii) In case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year):
(a) Technology imported: Not Applicable
(b) Year of import: Not Applicable
(c) Whether the technology been fully
absorbed: Not Applicable
(d) If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof: Not Applicable
(iv) The expenditure incurred on Research and
Development (R&D):
No major expenses have been incurred on R&D.
17.3 Foreign exchange earnings and Outgo:
Following are the details of total foreign exchange
earned and used during the financial year:
|
Particulars
|
FY 2022-23
|
FY 2021-22
|
|
Foreign exchange earned
|
12619.28
|
7558.76
|
|
Foreign exchange used
|
546.89
|
88.65
|
| |
18. DIRECTORS:18.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL
In accordance with the provisions of the Companies
Act, 2013 and the Article ofAssociation ofthe Company,
Ms. Tripti Gupta, Whole Time Director (DIN:06938805)
of the Company is liable to retire by rotation and
being eligible, offer herself for re-appointment. The
Board recommends the re-appointment of Ms. Tripti
Gupta, Whole Time Director in the ensuing AGM of
the Company.
During the Year Mr. Jitendra Kumar Sharma was
appointed as Company Secretary of the company
with effect from 11th February, 2023 Accordingly,
pursuant to the recommendation of Nomination &
Remuneration Committee, the Board of Directors
at their meeting held on 11th February, 2023 had
accorded the appointment of Mr. Jitendra Kumar
Sharma as Company Secretary of the Company.
During the Year Mr. Rahul Rastogi was resigned on 30th
November, 2022 from the post of Company Secretary
of the Company.
All the Directors have made necessary disclosures
as required under the various provisions of the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
18.2 KEY MANAGERIAL PEROSNNEL
Pursuant to the provisions of sub-section (51) of
Section 2 and Section 203 of the Act read with the
Rules framed thereunder, the following persons are
the Key Managerial Personnel of the Company as on
March 31, 2023:
a. Mr. Alok Kumar, Chairman and Managing
Director
b. Mr. Shashank Agarwal, Joint Managing Director
c. Mr. Shalabh Agarwal, Whole Time Director
d. Ms. Tripti Gupta, Whole Time Director
e. Mr. Pramod Kumar Kala, Chief Financial Officer
f. Mr. Jitendra Kumar Sharma, Company Secretary
(w.e.f 11.02.2023)
Note: Mr. Rahul Rastogi has resigned from the post of
company secretary of the company on 30.11.2022
18.3 DECLARATION BY INDEPENDENT DIRECTORS
In terms of the provisions of sub-section (6) of
Section 149 of the Act and Regulation 16 of SEBI
Listing Regulations including amendments thereof,
the Company has received declarations from all the
Independent Directors of the Company that they
meet the criteria of independence, as prescribed
under the provisions of the Act and SEBI Listing
Regulations, as amended from time to time. There has
been no change in the circumstances affecting their
status as an Independent Director during the year.
Further, the Non-Executive Directors of the Company
had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and re¬
imbursement of expenses, if any, incurred by them
for the purpose of attending meetings of the Board/
Committee(s) of the Company.
The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, experience and expertise and they hold
highest standards of integrity.
18.4 ANNUAL EVALUATION OF BOARD PERFORMANCE
As the ultimate responsibility for sound governance
and prudential management of a Company lies with
its Board, it is imperative that the Board remains
continually proactive and effective. An important
way to achieve this objective is through an annual
evaluation of the performance of the Board, its
Committees and all the individual Directors.
As per the provisions of the Companies Act, 2013
a formal annual evaluation needs to be made
by the Board of its own performance and of its
Committees And their individual Directors. Pursuant
to the provisions of the Act and Listing Regulations,
the Board has carried out the annual performance
evaluation of the Board, Independent Directors, Non¬
Executive Directors, Executive Directors, Committees
and Chairman of the Board.
Directors were evaluated on aspects such as
attendance, contribution at Board/Committee
meetings and guidance/support to the management
outside Board/Committee meetings. The Committees
of the Board were assessed on the degree of fulfillment
of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The detailed analysis of performance evolution is
incorporated under nomination and Remuneration
Committee head in Corporate Governance Report.
19. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors have adopted Vigil Mechanism
Policy. The Vigil Mechanism Policy aims for conducting
the affairs in a fair and transparent manner by
adopting highest standards of professionalism,
honesty, integrity and ethical behavior. All permanent
employees of the Company are covered under the
Vigil Mechanism Policy.
A mechanism has been established for employees
to report concerns about unethical behavior, actual
or suspected fraud or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards
against the victimization of employees who avail
of the mechanism and allows direct access to the
Chairperson of the audit committee in exceptional
cases. The Vigil Mechanism Policy has been posted on
the website of the Company.
The aforesaid policy can be accessed on the
Company's website www.salasartechno.com.
20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The company conducts its businesses with high
standards of legal, statutory and regulatory
compliances. A dedicated Compliance Cell ensures
that adequate internal financial controls with
reference to the Financial Statement of the Company.
21. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
The provisions of Section 197(12) of the Act read with
Rules 5(1) and 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 respectively, is annexed to the Board's report as
'Annexure-E'
22. MEETINGS OF THE BOARD
The Company prepares the schedule of the Board
Meeting in advance to assist the Directors in
scheduling their programme. The Agenda of the
meeting is circulated to the members of the Board well
in advance along with the necessary papers, reports,
recommendations and supporting documents so
that each board member can actively participate on
agenda items during the meeting.
The board met 7 (Seven) times during the Financial
Year 2022-23. The maximum intervals between any
two meetings did not exceed 120 days. Details of
Board Meetings and held during the period under
review are given in Corporate Governance Report.
23. AUDIT COMMITTEE
The Company has constituted Audit Committee as
per the provisions of the Companies Act, 2013. The
details of terms of reference of the Audit Committee,
number and dates of meeting held, attendance,
among others are given separately in the attached
Corporate Governance Report. The Audit committee
satisfies the requirements of section 177 of the
Companies Act, 2013 read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the year under review, there
were no instances, where Board had not accepted the
recommendations of the Audit Committee.
24. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to provisions of Section 178(3) of the
Companies Act, 2013, read with rules made there
under and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board has a Nomination and Remuneration Committee
and the details of terms of reference, number & dates
of meeting held, attendance and other details are
given separately in the Corporate Governance Report.
The Board on the recommendation of Nomination
& Remuneration Committee had formulated the
criteria for determining qualifications, positive
attributes and independence of directors and the
same was recommended to the Board. The Board
had approved the policy. Also the committees was
the deciding factors in decisions like remuneration
of Directors, KMP's and other employees, identifying
qualified personnel to appoint in Key Management
of the Company etc. We affirm that the remuneration
paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the
Company.
25. COMPANY'S POLICY ON REMUNERATION OF
DIRECTORS, KMPS AND OTHER EMPLOYEES
The Policy of the Company on remuneration of
Directors, KMPs and other employees including
criteria for determining qualifications, positive
attributes, independence of a Director and other
matters provided under sub-section (3) of section 178,
is annexed to the Board's Report as Annexure F.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND
ITS COMMITTEES
The Corporate Social Responsibility Committee of the
Board of Directors inter alia gives strategic direction to
the Corporate Social Responsibility (CSR) initiatives,
formulates and reviews annual CSR plans and
programmes, formulates annual budget for the CSR
programmes and monitors the progress on various
CSR activities. Details of the composition of the CSR
Committee have been disclosed separately in the
Corporate Governance Report.
The CSR Policy of the Company adopted in accordance
with Schedule VII of the Act, outlines various CSR
activities to be undertaken by the Company in the
areas of promoting education, enhancing vocational
skills, promoting healthcare including preventive
healthcare, community development, heritage
conservation and revival, etc. The CSR policy of the
Company is available on the Company's website i.e.
www.salasartechno.com under 'Investors' tab.
The Company is committed to operate and grow its
business in a socially responsible way. The core values
strengthening your Company's business actions
comprise of Customer Value, Ownership Mindset,
Respect, Integrity, One Team and Excellence.
The Committee's prime responsibility is to assist the
Board in discharging its social responsibilities by way
of formulating and monitoring implementation of the
framework of corporate social responsibility policy,
observe practices of Corporate Governance at all
levels, and to suggest remedial measures wherever
necessary.
The company requires to spent during the year on
CSR ' 71.44 Lakhs for the Current Year. The Company
had spent ' 87.34 Lakhs (including ' 15.89 Lakhs
unspent amount of Last Year) on CSR activities during
the financial year 2022-23. As on March 31, 2023
(Corporate social Responsibility Policy) Amended
Rules 2021 ("the rules”),. The disclosures as per Rule 9
of Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been made as per 'Annexure-G'.
27. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
Stakeholder's Relationship Committee has been
constituted by the Board in accordance with section
178 of the Companies Act, 2013.
The details regarding composition, terms of reference,
power, functions, scope, meetings, attendance of
members and the status of complaints received during
the year are included in the Corporate Governance
Report which forms part of the Annual Report.
28. RISK MANAGEMENT COMMITTEE
Risk Management Committee has been constituted
by the Board in accordance with provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations,
2015.
The details regarding composition, terms of reference,
power, functions, scope, meetings, attendance of
members and the status of complaints received during
the year are included in the Corporate Governance
Report which forms part of the Annual Report.
29. INDUSTRIAL RELATIONS
The Company always give importance to industrial
relation and therefore the Industrial relations
continued to remain cordial throughout the year
under review.
30. MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT
The management Discussion and Analysis for the
year under review as stipulated under the Listing
Regulations is presented in a separate section forming
part of this Annual Report and marked as "Annexure-
H"
31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The loans given, investments made and guarantee
given & securities provided during the year under
review are in compliance with the provisions of the
Act and Rules framed thereunder and details thereof
are given in the Notes to the Standalone Financial
Statements.
32. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered
by the Company during the FY 2022-23 with related
parties were on an arm's length basis and in the
ordinary course of business. The Audit committee
grants omnibus approval for the transactions that are
in the ordinary course of business and repetitive in
nature. For other transactions, the Company obtains
specific approval of the Audit Committee before
entering into any such transactions. The approval of
the Audit Committee was sought for all RPTs. All the
transactions were in compliance with the applicable
provisions of the Act and SEBI Listing Regulations.
Further, disclosure as required under Indian
Accounting Standards ("IND AS”)- 24 have been made
in Note No. 44 to the standalone Financial Statements.
During the FY 2022-23, the Non-Executive Directors
of the Company had no pecuniary relationship or
transactions with the Company other than sitting
fees as applicable. The policy on related party
transaction, as formulated by the Board is available on
the Company's website i.e. www.salasartechno.com
under investor tab.
33. ROLE OF THE COMPANY SECRETARY IN OVERALL
GOVERNANCE PROCESS
The Company Secretary plays a key role in ensuring
that the Board (including committees thereof)
procedures are followed and regularly reviewed.
The Company Secretary ensures that all relevant
information, details and documents are made
available to the Directors and senior management
for effective decision-making at the meetings. The
Company Secretary is primarily responsible to assist
and advise the Board in the conduct of affairs of the
Company, to ensure compliance with applicable
statutory requirements and Secretarial Standards,
to provide guidance to directors and to facilitate
convening of meetings. The Company Secretary
interfaces between the management and regulatory
authorities for governance matters.
34. ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)
The Chief Financial Officer-Cum-Key Managerial
Personnel of the Company plays a pivotal role in
ensuring the compliance of applicable accounting
procedures, taxation aspects and administrative
policies are followed and regularly reviewed. The
Chief Financial Officer-Cum-Key Managerial Personnel
ensures that all relevant information pertaining to
accounting policy including details and documents
are made available to the Directors for taking effective
decision-making at the meetings.
35. RISK MANAGEMENT POLICY
The Company has adopted the measures concerning
the development and implementation of a Risk
Management System in terms of Section 134(3)
(n) of the Companies Act, 2013 after identifying the
elements ofrisks which in the opinion of the Board may
threaten the very existence of the Company itself. The
Company has an elaborate Risk Management process
of identification, assessment and prioritization of risk
followed by coordinated efforts to minimize, monitor
and mitigate/control the probability and/or impact
of unfortunate events or to maximize the realization
of opportunities. The Risk Management procedure is
reviewed by the Audit Committee from time to time,
to ensure that the executive management controls
risks through means of a properly defined framework.
Major risks identified are systematically addressed
through mitigating actions on a continuing basis.
36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
A Business Responsibility And Sustainability Report
prepared in accordance with Regulation 34(2) of
Listing Regulations, detailing the various initiatives
taken by the Company on the environmental, social
and the governance perspective for the year 2022-23
is set out in the "Annexure I" to this report.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has formulated a Policy for Prevention
of Sexual Harassment at Workplace which is in
accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 to ensure
prevention, prohibition and redressal against sexual
harassment. Awareness programmes are organized
by the Company to sensitize employees. During
the year under review, no complaints of any nature
were received under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
38. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief of the
Directors of the Company and according to the
information and explanations obtained by them, your
Directors make the following statement in terms of
Section 134(3) (c) of the Companies Act, 2013. :
(a) In the preparation of the annual accounts
for the financial year 2022-23, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, had been
followed along with proper explanation relating
to material departures;
(b) The directors have selected such accounting
policies, 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 at the end of
the financial year 2022-23 and of the profit and
loss of the company 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, 2013 for
safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;
(d) The directors have prepared the annual
accounts on a going concern basis; and
(e) The directors have laid down internal financial
controls to be followed by the company and
that such internal financial controls are adequate
and are operating effectively.
(f) The directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.
36. ACKNOWLEDGEMENTS
The Directors acknowledge with sincere gratitude,
the cooperation and help extended by all the
stakeholders of your Company including its esteemed
shareholders, government departments and agencies,
financial institutions and banks, customers, vendors
and employees.
37. ANNEXURES
The following annexures form part of this Report:
a. Dividend Distribution Policy- Annexure 'A'
b. Corporate Governance Report- Annexure 'B'
c. Details of Financial of Joint Ventures and
Associates- Annexure 'C'
d. Secretarial Audit Report- Annexure 'D'
e. Information under sub-rule (1) of Rule 5 of the
Companies (Appointment And Remuneration
of Managerial Personnel) Rules, 2014- Annexure
'E'
f. Nomination and Remuneration Policy-
Annexure- 'F'
g. Corporate Social Responsibility Report-
Annexure 'G'
h. Management Discussion and Analysis Report-
Annexure 'H'
i. Business Responsibility and Sustainability
Report - Annexure 'I'
For and on behalf of the Board of Directors
For Salasar Techno Engineering LimitedAlok Kumar Shashank Agarwal
Chairman and Managing Director Jt. Managing Director
DIN NO. 01474484 DIN:00316141
KL-46, Kavi Nagar B-166, Sector-50
Date: 12.08.2023 Ghaziabad-201001 Gautam Budh Nagar
Place: New Delhi Uttar Pradesh Noida 201301 UP
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