Dear Shareholders,
Your Directors are pleased to present the 25th Annual Report along with the
Audited Financial Statements of your Company for the financial year ended 31 st March,
2023.
Financial Performance
The Audited Financial Statements of your Company as on 31st March, 2023 are prepared in
accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013
("Act").
The summarized financial highlights are depicted below: (Rs in Crore)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
58,184.81 |
54,154.82 |
55,262.45 |
52,302.27 |
Other Income |
261.35 |
172.34 |
256.70 |
168.94 |
Total Income |
58,446.16 |
54,327.16 |
55,519.15 |
52,471.21 |
Expenditure other than Depreciation and Finance cost |
56,523.86 |
52,418.55 |
53,646.27 |
50,576.88 |
Depreciation and Amortisation Expenses |
358.46 |
309.06 |
319.30 |
284.74 |
Finance Cost |
774.92 |
540.79 |
728.93 |
525.21 |
Total Expenditure |
57,657.24 |
53,268.40 |
54,694.50 |
51,386.83 |
Profit before share of Profit/ (Loss) from joint ventures,
exceptional items and tax |
788.92 |
1,058.76 |
824.65 |
1,084.38 |
| Total tax expense |
235.35 |
284.41 |
217.42 |
276.44 |
Profit after Tax and before share of Profit from joint |
553.57 |
774.35 |
607.23 |
807.94 |
Venture entities |
|
|
|
|
| Share of profit from jointventures |
28.55 |
29.38 |
- |
- |
Profit for the year |
582.12 |
803.73 |
607.23 |
807.94 |
Other Comprehensive income (net of tax) |
(22.73) |
(3.49) |
3.20 |
(3.94) |
Total Comprehensive Income for the year (net of tax) |
559.39 |
800.24 |
610.43 |
804.00 |
| Attributable to: |
|
|
|
|
| Equity holders of the parent |
559.39 |
800.24 |
- |
- |
| Non-controlling interests |
– |
– |
– |
– |
Notes:
1. There are no material changes and commitments affecting the financial position of
your Company, which have occurred between the end of the financial year and the date of
this report.
2. Further, there has been no change in the nature of business of your Company.
FY 2022-23 At a Glance:
On a standalone business, your Companys volume grew by 13% and revenue stood at H
55,262 crore with a 6% YoY growth. Your Company faced several headwinds during the year
that impacted its profitability, including TRQ (Tariff Rate Quota) disparity, decline in
edible oil prices leading to high-cost inventory, inflation in operating expenses and
higher interest cost as a result of increase in interest rates.
Your Company has been focused on improving the profitability of its businesses. The
5-year CAGR of EBITDA stands at 8%.
Your Company made good progress in all its business segments during the year. The
largest business segment, edible oil witnessed 3% YoY volume growth.
Food & FMCG and Industry Essentials segment also witnessed very strong volume
growth of 39% and 34% YoY, respectively.
In edible oils, packaged edible oil grew by 8% YoY.
In Foods, both wheat flour and rice businesses crossed the H 1,000 crore mark in sales.
In Industry essentials,
Oleochemicals registered strong double digit growth rates.
In rice business, your Company launched premium regional variants in West Bengal to
capture Non-Basmati market. Your Company also acquired the rights to the premium basmati
rice brand, "Kohinoor" in India and swiftly re-introduced the brand in the
market and has already crossed H 100 crore of sales in FY23. The brand is positioned in
the premium to super premium segment and has a good brand recall in the market.
Your Company continued to bring value-added products to address the strong demand for
Health and Convenience foods. It launched two new variants of Superfood Khichdi and two
variants of Poha viz., Indori Poha and Thick Poha. It also launched a new product Fortune
Xpert Total Balance Oil with three blended oils.
Your Company continued to invest in its branding activities across various
advertisement media, both in the traditional and digital media. It launched two new TVCs -
Fortune Soyabean Oil with Akshay Kumar and Fortune Sunlite Sunflower Oil with Samantha
Prabhu as its brand ambassadors. Consumers were also engaged on social media by various
contextual paid and organic campaigns, many of which were timed to coincide with various
festivals in India. Your Company is focused on increasing the distribution reach of its
products, both in the existing markets as well as to cover all rural towns having a
population above 5000. As your Companys brand equity is well established and the Company
already has a pan-India presence, the improved reach can be a key growth driver. Your
Company is also investing in expanding its manufacturing facilities, both greenfield and
brownfield, particularly in the Food business. Your Company will also be expanding its
capacity in oleochemicals and castor oil business. In terms of the supply chain, your
Company is taking steps to reduce its carbon footprint by promoting usage of CNG vehicles
and use of railways and water as supplementary mode of transport.
Your Company stays focused on the key financial areas, including cost management,
financial controls and strength of its balance sheet and closely monitors and manages the
commodity price risk, working capital, liquidity, debt levels and ROI of its capex.
Your Company firmly believes in giving back to the communities in which it operates and
its CSR initiative. Fortune SuPoshan stands true to this philosophy. The project won the
prestigious ‘CSR Project of the Year Award at the 8th CSR Impact Awards
2022 organized by CSRBOX, a Dalmia Bharat Foundation initiative.
The detailed operational performance of your Company has been comprehensively discussed
in the Management Discussion and Analysis Report which forms part of this Annual Report.
Credit Rating
Your Companys financial reflected in the strong credit rating ascribed by rating
agency. The details of the credit rating are disclosed in Corporate Governance Report,
which forms part of the Annual Report.
Dividend
Your Company is rapidly expanding in the direction from being an edible oil company to
an integrated leading food FMCG company. Towards attainment of this goal, your Company is
incurring capital expenditure on an ongoing basis for upgradation of its existing
facilities and acquisition of new brands/plants. The internal accruals are ploughed back
to partly fund the ongoing expansion and investment projects. Under the circumstances, the
Directors do not recommend any dividend for the financial year under review and do not
propose to carry any amount to reserves. The Dividend Distribution Policy, in terms of
Regulation 43A of the SEBI Listing Regulations is available on the Companys website on
https://www.adaniwilmar. com/-/media/Project/Wilmar/Investors/Corporate%20
Governance/Dividend%20Distribution%20Policy
Fixed Deposits
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of the FY23 or the previous financial years.
Your Company did not accept any deposits during the year under review.
Particulars of loans, guarantees or investments
During the year under review, your Company has granted inter-corporate loans in
compliance with the provisions of Section 186 of the Act, the details of which have been
provided in the notes to the financial statements. No investment was made and no guarantee
was provided by your Company during the year under review.
Subsidiaries, Joint Ventures and Associate
Companies
As on 31st March 2023, your Company had the following subsidiaries and joint ventures:
A. Subsidiaries:
1) Golden Valley Agrotech Private Limited, India
2) AWL Edible Oils and Foods Private Limited, India
3) Adani Wilmar Pte. Ltd., Singapore
4) Leverian Holdings Pte. Ltd., Singapore
5) Bangladesh Edible Oil Limited, Bangladesh
6) Shun Shing Edible Oil Limited, Bangladesh
B. Joint Ventures:
1) Vishakha Polyfab Private Limited, India
2) AWN Agro Private Limited, India
3) K.T.V. Health Food Private Limited, India
There has been no change in the nature of business of these subsidiaries and joint
ventures. Your Company does not have any material subsidiaries pursuant to the provisions
of Regulation 16(1) (c) of the SEBI Listing Regulations.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements and a separate statement containing the salient features
of financial statements of subsidiaries, joint ventures and associates in Form AOC-1,
which forms part of the Annual Report.
The Annual Financial Statements and related detailed information of the subsidiary
companies shall be made available to the shareholders of the holding and subsidiary
companies seeking such information on all working days during business hours. The
financial statements of the subsidiary companies shall also be kept for inspection by any
shareholders during the working hours at your Companys registered office and that of the
respective subsidiary companies concerned. In accordance with the provisions of Section
136 of the Act, the audited financial statements, including consolidated financial
statements and related information of your Company and audited accounts of each of its
subsidiaries, are available on website of your Company https://www.
adaniwilmar.com/Investors/other-downloads.
Your Company has formulated a policy for determining Material Subsidiaries. The policy
is available on your Companys website and the link for the same is given in Annexure A
of this report.
Pursuant to the provisions of Section 134 of the Act read with rules made thereunder,
the details of developments of subsidiaries of your Company are covered in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this Annual
Report.
Directors and Key Managerial Personnels
As of 31st March, 2023, your Companys Board had 8 (eight) members comprising of one
executive director, three non-executive and non-independent directors and four independent
directors. The Board has one woman director. The details of the Board and committee
composition, tenure of directors, areas of expertise and other details are available in
the Corporate Governance Report, which forms part of this Annual Report.
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and the Articles of Association of your Company, Mr. Kuok Khoon Hong (DIN:
00021957) and Dr. Malay Mahadevia (DIN: 00064110) are liable to retire by rotation at the
ensuing Annual General Meeting (AGM) and being eligible, offer themselves for
re-appointment. The Board recommends the re-appointment of the above Directors for your
approval. Brief details of Directors proposed to be appointed/re-appointed, as required
under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the
ensuing AGM. Your Company has received declarations from all the Independent Directors
confirming that they meet with the criteria of independence as prescribed both under
sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and there has been no change in the circumstances which may affect their
status as an Independent Director.
Key Managerial Personnel:
Pursuant to provisions of Section 203 of the Act, Mr. Angshu Mallick, Managing Director
& CEO, Mr. Shrikant Kanhere, Chief Financial Officer and Mr. Darshil Lakhia, Company
Secretary are the Key Managerial Personnels of your Company as on 31st March,
2023.
Committees of Board
The details of various committees constituted by the Board, including the committees
mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations,
are given in the Corporate Governance Report, which forms part of this Annual Report.
Number of meetings of the Board
The Board met 4 (four) times during the year under review. The details of the board
meetings and the attendance of the Directors are provided in the Corporate Governance
Report, which forms part of this Annual Report.
Independent Directors Meeting
The Independent Directors met on 21st March, 2023, without the attendance of the
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of the Non-Independent Directors, the Committees and the Board as
a whole along with the performance of the Chairman of your Company, taking into account
the views of Companys Executive Director and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.
Board Evaluation and Familiarization Programme Board Evaluation
The Board adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. Mr.
Chirag Shah, Partner of M/s. Chirag Shah & Associates, Practicing Company Secretaries,
Ahmedabad was engaged, to facilitate the evaluation and effectiveness of the process of
the Board, its Committees and Individual Directors for the financial year 2022-23.
A detailed Board effectiveness assessment questionnaire was developed based on the
criteria and framework adopted by the Board. The results of the evaluation confirmed a
high level of commitment and engagement of the Board, its various Committees and the
senior leadership. The recommendations arising from the evaluation process were discussed
at the Independent Directors meeting held on 21st March, 2023, the Nomination and
Remuneration Committee meeting held on 28th April, 2023 and the Board meeting
held on 3rd May 2023. The same were considered by the Board with a view to
optimize the effectiveness and functioning of Board and its Committees.
Familiarization Programme
Your Company has an orientation process/ familiarization programme for its Independent
Directors with an emphasis on:
Roles, Rights and Responsibilities - Board dynamics & functions
• Strategy, Operations and functions of the Company Additionally, all the new
Directors are taken through a detailed induction and familiarization program when they
join the Board. The induction program is an exhaustive one that covers the history and
culture of Adani and Wilmar Group, background of the Company and its growth, various
milestones in the Companys existence since its incorporation, the present structure and
an overview of the businesses and functions.
The details of the familiarization programme are also available on the website of your
Company https://www. adaniwilmar.com/-/media/Project/Wilmar/Investors/
Corporate%20Governance/ID%20Familiarization%20 Programme.
Policy on Directors Appointment and Remuneration
Your Companys policy on directors appointment and remuneration and other matters
("Remuneration Policy") pursuant to the provisions of Section 178(3) of the Act
is available on the website of your Company at https://
www.adaniwilmar.com/-/media/Project/Wilmar/ Investors/Corporate%20Governance/Policy%20
on%20Directors%20Appt%20and%20Remuneration.
The Remuneration Policy for selection of directors and determining directors
independence sets out the guiding principles for the Nomination and Remuneration Committee
for identifying the persons who are qualified
Your Companys Remuneration Policy is directed towards rewarding performance based on
review of achievements. The Remuneration Policy is fully aligned with the existing
industry practice. The remuneration paid to your Companys Directors is as per the terms
laid out in the Remuneration Policy.
Directors Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of
their knowledge and based on the information and explanations received from your Company,
confirm that: a. in the preparation of the Annual Financial Statements, the applicable
accounting standards have been followed and there are no material departures from these
statements; b. they have selected such accounting policies and applied them consistently
and judgements 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 of the Company for that period; c. they have taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; d. they have prepared the annual financial statements on a
going concern basis; e. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and are operating
effectively; f. they have devised proper systems to ensure compliance with the provisions
of all the applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and its adequacy
The details in respect of internal financial controls and their adequacy are included
in Management Discussion and Analysis Report, which forms part of this Annual Report.
Risk Management
The Company has a structured Risk Management Framework, designed to identify, assess
and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC)
to frame, implement and monitor the risk management plan for the Company. The RMC is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses are systematically addressed through mitigation
actions on a continuous basis. Further, details on the Risk Management activities,
including the implementation of risk management policy, key risks identified and their
mitigations, are covered in the Management Discussion and Analysis section, which forms
part of this Annual Report.
Board policies
The details of various policies approved and adopted by the Board as required under the
Act and the SEBI Listing Regulations are provided in Annexure – A to this
report.
Corporate Social Responsibility (CSR)
The CSR activities and programs undertaken by your Company are in accordance with the
provisions of Section 135 of the Act and rules made thereunder.
The CSR initiatives of the Company during the year under review focused on eradicating
malnutrition and anemia, community and preventive health, sustainable livelihood, rural
development and promoting education.
Pursuant to the provisions of Section 135 of the Act, your Company was required to
spend H 16.36 crore representing 2% of the average qualifying net profits of the last
three financial years on CSR activities during the FY 2022-23. During the year under
review, the Company has spent H 16.03 crore on CSR activities, H 0.59 crore towards
administrative overheads and H 0.13 crore towards impact assessment, which is permissible
under the CSR Rules. As such, the total spending on CSR activities for the FY 2022-23
taking into account the foregoing is H 16.75 crore against the CSR obligation of H 16.36
crore. The excess amount of H 0.39 crore shall be carried forward and available for set
off in the succeeding financial years
The annual report on CSR activities is annexed and forms part of this report as Annexure-B.
The brief details of the CSR Committee are provided in the Corporate Governance Report,
which forms part of this Annual Report. The CSR policy is available on the website of your
Company https://www.adaniwilmar. com/-/media/Project/Wilmar/Investors/Corporate%20
Governance/CSR%20Policy.
Pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 the Company has undertaken an impact assessment of its Fortune Suposhan project at 6
(six) sites through an independent agency, Iotalytics Research and Analytics Solutions
Private Limited. The impact assessment report for the FY 22-23 is available on the website
of your Company https://www.adaniwilmar. com/Investors/other-downloads.
Further, the Chief Financial Officer of your Company has certified that the CSR spends
of your Company for the FY2022-23 have been utilized for the purpose and in the manner
approved by the Board of Directors of the Company.
Corporate Governance Report
Your Company is committed to maintain the highest standards of corporate governance
practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations,
forms part of this Annual Report along with the required certificate from a Practicing
Company Secretary, regarding compliance with the conditions of Corporate Governance, as
stipulated. In compliance with the Corporate Governance requirements as per the SEBI
Listing Regulations, your Company has formulated and implemented a Code of Conduct for all
Board members and Senior Management Personnel ("Code of Conduct"), who have
confirmed their compliance thereto. The Code of Conduct is available on the website of
your Company https://www.adaniwilmar.com/-/media/Project/
Wilmar/Investors/Corporate%20Governance/Code%20 of%20conduct%20of%20BOD%20SMP.
Business Responsibility and Sustainability Report (BRSR)
In accordance with the Listing Regulations, the Business Responsibility and
Sustainability Report, describing the initiatives taken by your Company from an
environment, social and governance perspective for the year ended 31st March, 2023 forms
part of this Annual Report.
Annual Return
Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as
on 31st March, 2023 prepared in accordance with the provisions of Section 92(3)
of the Act is made available on the website of your Company and can be assessed using the
link https://www.adaniwilmar.com/Investors/ other-downloads.
Transactions with Related Parties
All the transactions with related parties are placed before the Audit Committee for its
approval. An omnibus approval from the Audit Committee is obtained for the related party
transactions which are repetitive in nature.
All the transactions with related parties entered into during the financial year under
review were at an arms length basis and in the ordinary course of business and in
accordance with the provisions of the
Act and the rules made thereunder, the SEBI Listing Regulations and your Companys
Policy on Related Party Transactions. Your Company has not entered into any transactions
withrelatedpartieswhichcouldbeconsideredmaterial in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
The Directors / members of the Audit Committee abstained from discussing and voting in
the transaction(s) in which they were interested. Your Company has obtained prior approval
of shareholders for material transactions entered into with its related parties for the
financial year ended on 31 st March, 2023 as per Regulation 23 of the SEBI
Listing
Regulations in the 24th Annual General Meeting held on 30th
August, 2022. Your Company did not enter into any related party transactions during the
year which could be deemed to be prejudicial to the interest of minority shareholders.
No loans / investments to / in the related party have been written off or classified as
doubtful during the year under review. The Policy on Related Party Transactions is
available on your Companys website and can be assessed using the link
https://www.adaniwilmar.com/-/media/ Project/Wilmar/Investors/Corporate%20Governance/
RPT%20Policy.
Statutory Auditors & Auditors Report
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder,
as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No.
324982E/E300003) and M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm
Registration No. 11204W/W100725) have been appointed as the Joint Statutory Auditors of
your Company, for a term of five years till the conclusion of 29th Annual
General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the
provisions of the Act, the appointment of Statutory Auditors is not required to be
ratified at every AGM. The Statutory Auditors have however confirmed that they are not
disqualified to continue as Statutory Auditors and are eligible to hold office as
Statutory Auditors of your Company.
Representatives of the Statutory Auditors of your Company attended the previous AGM of
your Company held on 30th August, 2022.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory. There are no qualifications, reservations or adverse remarks or
disclaimers given by Statutory Auditors of your Company and therefore do not call for any
comments under Section 134 of the Act. The Auditors Report is enclosed with the financial
statements in this Annual Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board had re-appointed M/s. SPANJ & Associates, Practicing Company
Secretaries, to undertake the Secretarial Audit of your Company for the FY 2022-23. The
Secretarial Audit Report for the year under review is provided as Annexure-C of
this report. There are no qualifications, reservations or adverse remarks or disclaimers
in the said Secretarial Audit Report.
Cost Auditors
Pursuant to the provisions of Section 148 of the Act, M/s Dalwadi & Associates,
Practicing Cost Accountants have been appointed as Cost Auditors of the Company for the FY
2023-24. Pursuant to the Companies (Cost Records and Audit) Rules, 2014 the cost audit
report for the FY 2022-23 will be filed with the Ministry of Corporate Affairs (MCA)
within the statutory time frame.
Secretarial Standards
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Reporting of frauds by auditors
During the year under review, the Statutory Auditors and secretarial auditor of your
Company have not reported any instances of fraud committed in your Company by its officers
or employees, to the Audit Committee under section 143(12) of the Act.
Particulars of Employees
Your Company had 2,600 employees on roll as of 31st March, 2023.
The percentage increase in remuneration, ratio of remuneration of each Director and key
managerial personnel (KMP) (as required under the Act) to the median of employees
remuneration, as required under Section 197 of the Act, read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out
in Annexure-D of this report.
The statement containing particulars of employees, as required under Section 197 of the
Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In
terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and
others entitled thereto, excluding the said annexure, which is available for inspection by
the shareholders at the Registered Office of your Company during business hours on working
days of your Company. If any shareholder is interested in obtaining a copy thereof, such
shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has
constituted an Internal Complaints Committees (ICs) at all relevant locations across India
to consider and resolve any complaints related to sexual harassment. During the year under
review, your Company has not received any complaint pertaining to sexual harassment.
All new employees go through a detailed orientation and sign-off on the anti-sexual
harassment policy adopted by the Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for Directors and employees in confirmity with the provisions of Section
177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate the
reporting of genuine concerns about unethical or improper activity, without any fear of
retaliation. The vigil mechanism of your Company provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases. The said policy
is uploaded on the website of your Company https://www.adaniwilmar.com/-/media/
Project/Wilmar/Investors/Corporate%20Governance/ Vigil%20Mechanism%20Policy. During the
year under review, your Company had received 1(one) complaint under the whistle blower
mechanism and the same was suitably resolved by the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the
Companies (Accounts) Rules, 2014, as amended is provided as Annexure-E of this
report.
General Disclosures
Neither the Non- Executive Chairman nor the CEO of your Company received any
remuneration or commission from any subsidiary of your Company. Your Directors state that
no disclosure or reporting is required in respect of the following items, as there were no
transactions/events of similar nature during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under
any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and your Companys operations in future.
4. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase for which a loan was given by your Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors Report of your Company.
Disclosure about utilization of initial public offer (IPO) proceeds
Your Company discloses to the Audit Committee the uses/application of proceeds/funds
raised from the initial public offer (IPO) as part of the quarterly review of financial
results. Your Company has appointed HDFC Bank Limited as the Monitoring Agency in terms of
Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from
time to time, to monitor the utilization of IPO proceeds. The Company has obtained
monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation
or variation in the utilization of IPO proceeds from the objects stated in the Prospectus
dated 1st February, 2022.The Company has submitted the statement(s) and
Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations
to both the exchanges where the equity shares of the Company are listed, namely the
National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
Insurance
Your Company has taken adequate insurance for all its assets and its operations against
foreseeable perils.
Acknowledgement
Your Directors are deeply grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, concerned
Government departments, Financial Institutions and Banks. Your Directors thank all the
esteemed shareholders, customers, suppliers and business associates for their faith, trust
and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contributions made by the employees at all levels, to ensure that
your Company continues to grow and excel.
For and on behalf of the Board of Directors
|
Dorab E. Mistry |
| Date: 3rd May, 2023 |
Chairman |
| Place: Ahmedabad |
(DIN: 07245114) |
+91-9892691696
