To The Members,
Your Directors are pleased to present the 37th Annual Report of Ester
Industries Limited ("the Company") along with the Audited Statement of Accounts
of the Company for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The salient features of the Companys financial statement for the
year under review are as follows:
(Rs in Crores)
| Particulars |
Year Ended |
|
31st March, 2023 |
31st March, 2022 |
| Net Sales Revenue |
1060.01 |
1097.07 |
| Other Operating Revenue |
17.47 |
13.17 |
| Other Income |
17.22 |
8.80 |
| Profit before Financial Expenses, Depreciation and Tax |
117.24 |
181.71 |
| Less: Interest & Other Financial Expenses |
30.16 |
24.86 |
| Profit/(Loss) before Depreciation and Tax |
87.08 |
156.85 |
| Depreciation and amortization expenses |
39.01 |
36.71 |
| Profit/(Loss) before Tax from continuing operations |
48.07 |
120.14 |
| Current & Deferred Tax expense / (credit) |
12.24 |
32.32 |
| Profit/(Loss) after Tax from continued operations |
35.83 |
87.82 |
| Profit/(Loss) before Tax from discontinued operations |
163.24 |
68.21 |
| Current & Deferred Tax expense / (credit) |
38.03 |
17.17 |
| Profit/(Loss) after Tax from discontinued operations |
125.21 |
51.04 |
| Total Profit After Tax (PAT) from continuing and discontinued
operations |
161.04 |
138.86 |
| Other Comprehensive Income (net of income tax effect) |
0.27 |
(0.11) |
| Total Comprehensive Income |
161.31 |
138.75 |
| Basic & diluted EPS (Rupees) from continued operations |
4.30 |
10.53 |
| Basic & diluted EPS (Rupees) from discontinued operations |
15.01 |
6.12 |
| Basic & diluted EPS (Rupees) from continued &
discontinued operations |
19.31 |
16.65 |
Note: During the year under review, the Engineering Plastics
Business of the Company was divested with effect from 15th September, 2022. Profit before
Tax (PBT) from discontinued operations represent operating profits till the date of
divestment of Engineering Plastics business and profit on account of sale of the business.
OPERATIONS REVIEW
During the year under review, Total Revenue from operations of the
Company on standalone basis from continuing operations decreased by 2.95% from ?1,110.24
crores to f1,077.48 crores, mainly on account of lower sales of Polyester Chips that
decreased from 11648 MT to 2925 MT (in value terms from f95.35 crores to f27.11 crores).
While the profit before interest, depreciation and tax (PBIDT) from
continuing operations including ‘other income on a standalone basis decreased
from ?181.71 crores in FY 2021-22 to f117.24 crores in FY 2022-23, the PAT earned during
the year under review from both continuing and discontinued operations including capital
gain after tax accruing from divestment of Engineering Plastics business stood at ?161.04
crores as compared to f138.86 crores earned during FY 2021-22, higher than last year by
16%.
Film SBU continued to drive the bulk of revenue for the Company though
EBIT of the business was lower due to commissioning of new capacities & recessionary
pressure globally which caused margin compression. EBIT for the business reduced from
f152.59 crores to ?71.68 crores. Volume of sales was marginally lower mainly due to
breakdown of CP Plant and consequent stoppage of Film Plant #3 for a period of 28 days.
Capacity utilization in Polyester Films was about 100%. Revenue from
operations decreased by 6.1% from f937.59 crores to f879.97 crores on account of reduction
in quantities of sales of Polyester Chips.
Specialty Polymer business witnessed second consecutive year of
improvement. Revenue from operations increased by 14.4% from f172.66 crores to f197.51
crores while sales in volumetric terms was almost the same. EBIT for the business improved
from f55.67 crores to f57.15 crores.
Performance of Engineering Plastics business was available only from
1st April, 2022 to 14th September, 2022 before its divestment on15th September, 2022.
During about 6 months, it achieved revenue from operations of f136.01 crores with EBIT of
f17.69 crores (reported as discontinued operations).
The Company earned Capital Gain after Tax of ?111.98 crores from the
divestment of Engineering Plastics business. This enabled Company to post PAT of ?161.04
crores during the year under review as compared to PAT of ?138.86 crores during FY
2021-22.
Sustained performance of the Specialty Polymer coupled with capital
gain from divestment of Engineering Plastics business enabled company to post higher PAT
during the year under review.
Your Company continues to make investments towards modernization,
technical upgradation and de bottle necking initiatives in all the business segments to
improve productivity, production efficiency and reduce wastages.
As regards expansion of BoPET Film capacity through Wholly owned
Subsidiary (WoS) namely Ester Filmtech Limited in the state of Telangana, commencement of
commercial operations was achieved on 20th January 2023.
DIVIDEND
Your Directors have recommended payment of final dividend at the rate
of f 0.50 per equity share having face value of f 5/- each (i.e. 10%) for the year ended
31st March, 2023. Dividend pay-out is in accordance with the Companys dividend
distribution policy and will be payable, subject to approval of Members at the ensuing
Annual General Meeting and deduction of tax at source, to those Members whose names appear
in the Register of Members as on the Record Date.
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI
(LODR) Regulations, 2015"], the Dividend Distribution Policy is available on the
Companys website at https://www.esterindustries.com/sites/default/files/
Dividend%20Distribution%20Policv%20-%20Ver%202.pdf
TRANSFER TO RESERVES
Your Company has not transferred any amount to the Reserves for the
financial year ended 31st March, 2023.
SHARE CAPITAL
There is no change in the paid up equity share capital of the Company
during the year under review.
As on 31st March, 2023, paid-up Equity Share Capital of the Company is
f41,69,68,795/- (Rupees Forty One Crores Sixty-Nine Lacs Sixty Eight Thousand Seven
Hundred and Ninety-Five only). Of the total paid-up share capital of the Company, 64.04%
is held by Promoters and Promoter Group and balance of 35.96% is held by persons other
than Promoters and Promoter Group, out of which majority is in dematerialized form.
PUBLIC DEPOSIT
During the year under review, your Company has not accepted or renewed
any amount falling within the purview of provisions of Section 73 the Companies Act, 2013
("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. There
are no outstanding deposits at the end of the financial year 2022-23. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act and the details of deposits which are not in compliance with Chapter V of the Act is
not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, investments, guarantees and securities provided the
Company are listed in the notes forming part of the Standalone Financial Statements of the
Company as per section 186 of the Act.
ANNUAL RETURN
In accordance with the provisions of the Act, the Annual Return of the
Company as on 31st March, 2023 in the prescribed form is available on the Companys
website at https://www.esterindustries.com/policies.
SUBSIDIARY
As on 31st March, 2023, your Company has one subsidiary viz.
Ester Filmtech Limited, which is a wholly owned material subsidiary of the Company.
A separate statement highlighting the financial statements of
subsidiary of the Company are detailed in the prescribed Form AOC-1, which forms part of
the Consolidated Financial Statements in compliance with Section 129(3) and other
applicable provisions, if any, of the Act, read with rules made thereunder.
There has been no material change in the nature of the business of the
subsidiary. During the financial year under review, no Company is ceased to be
Companys subsidiary and the Company does not have any Joint Venture or associate
within the meaning of Section 2(6) of the Act.
In accordance with Section 136 of the Act, the Audited Financial
Statements, including the Consolidated Financial Statement and related information of the
Company, and the audited accounts in respect of subsidiary, are available on the website
of the Company at www.esterindustreis.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of the Company as on
March 31, 2023, are prepared in accordance with the relevant applicable Indian Accounting
Standards (IND AS), and the provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations,
2015") and the Act, which forms part of this Annual Report.
EMPLOYEES STOCK OPTION
In Financial year 2020-21, the Nomination and Remuneration Committee
and Board had approved the Employee Stock option Scheme, namely, ESTER EMPLOYEES STOCK
OPTION PLAN-2021 (ESOP-2021), in its meeting held on 25th February, 2021, and
same was approved by shareholders of the company in the Extra-ordinary General Meeting
held on 26th March, 2021.
The Board granted 248179 stock Options to eligible employees under ESOP-2021
in its meeting held on 1st April, 2021.
Company had obtained in principal approval from BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).
During the year 2022-23, no allotment of Equity Share was made by
Company under the ESOP-2021.
Details pursuant to Regulation 14 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 {erstwhile SEBI (Share Based Employee
Benefits) Regulations, 2014} are appended as Annexure-I to the Boards Report.
During the year, there has not been any material change in the ESOP
Plan adopted by the Company. The Plan is in compliance with the said ESOP Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2023, your Companys Board of Directors
("the Board"), consists of ten Directors comprising of three Executive
Directors, one Non-Executive Non-Independent Director and six Independent Directors
including one Women Independent 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.
Further, as the tenure of Mr. Arvind Singhania, as Managing Director
designated Chairman & CEo and Mr. Pradeep Kumar Rustagi, as Whole-Time Director
designated Executive Director-Corporate Affairs was expired on 31st March 2023, they have
been re-appointed for a further period of 3 (three) years till 31st March, 2026 by the
Members of the Company through postal ballot on 25th June, 2023.
Retirement by Rotation
In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force) and the Articles of Association of the Company, Mrs. Archana
Singhania (DIN 01096776), Non-Executive Director is liable to retire by rotation at the
ensuing Annual General Meeting ("AGM") and being eligible, seeks re-appointment.
An appropriate resolution for her re-appointment is being placed for the approval of the
Members of the Company at the ensuing AGM. The brief resume of the Director and other
related information as stipulated under Secretarial Standard-2 and Regulation 36 of the
SEBI (LoDR) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing
AGM.
Key Managerial Personnel (KMP)
During the year under review following changes were made in the Key
Managerial Personnel of the Company:
1. Mr. Manish Gupta stepped down from the position of Chief Financial
Officer of the Company w.e.f. closure of the business hours of 29th August, 2022.
2. Mr. Diwaker Dinesh stepped down from the position of Head legal
& Company Secretary of the Company w.e.f. closure of the business hours of 31st
January, 2023 after serving company for more than 13 years.
3. Mr. Sourabh Agarwal was appointed as the Chief Financial Officer of
the Company w.e.f. 16th March, 2023.
As on 31st March, 2023, Mr. Arvind Singhania, Managing Director
(designated Chairman & CEo), Mr. Pradeep Kumar Rustagi, Whole-Time Director
(designated executive Director- Corporate Affairs), Mr. Ayush Vardhan Singhania,
Whole-time Director and Mr. Sourabh Agarwal, Chief Financial Officer are the Key
Managerial Personnel of your Company.
Further, after the closure of financial year, upon the recommendation
of the Nomination and Remuneration Committee, the Board, at its meeting held on 12th July,
2023, appointed Ms. Poornima Gupta as Company Secretary and Compliance Officer of the
Company with effect from the said date and in keeping with the provisions of Section 203
of the
A
Declaration by Independent Directors
The Company has, inter alia, received the following declarations from
all the Independent Directors confirming that:
• they meet the criteria of independence as prescribed under the
provisions of the Act, read with the rules made thereunder and SEBI (LoDR) Regulations,
2015. There has been no change in the circumstances affecting their status as Independent
Directors of the Company;
• they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and
• they have registered themselves with the Independent
Directors Database maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity
required to discharge their duties with an objective independent judgment and without any
external influence. Details of key skills, expertise and core competencies of the Board,
including the Independent Directors, are available in the Corporate Governance Report,
which forms part of this Annual Report.
During the year under review, a separate meeting of the Independent
Directors was held on 14th February, 2023.
MEETINGS OF THE BOARD
The Board of Directors met 8 (eight) times during the year under
review. The details of board meetings and the attendance of the Directors are provided in
the Corporate Governance Report, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The details of various Committees constituted by the Board, are given
in the Corporate Governance Report, which forms part of this Annual Report.
PERFORMANCE EVALUATION
The Company has a Policy for performance evaluation of all the
Directors, Chairperson of Board as a whole and Committees of the Board.
An annual evaluation was carried out of the performance of the Board,
Boards committees, all the directors and Chairperson pursuant to the provisions of
the Act as well as SEBI (LoDR) Regulations, 2015.
The following evaluation process has been adopted by the Company-
1. Independent Directors at their separate meeting without the presence
of Non-Independent Director, had reviewed the performance of the Chairperson,
Non-Independent Directors and the Board. While evaluating the performance of the
Chairperson, the views of Executive Directors and Non-Executive Directors were also taken
into account.
2. Nomination and Remuneration Committee carried out the performance
evaluation of all the Directors, Committees of the Board and the Board as a whole.
3. The Board had evaluated its own performance, performance of its
Committees and each Director.
The process of performance evaluation was based on the criteria
prescribed in the Policy on Performance Evaluation which is available on the
Companys website at https://www.esterindustries.com/sites/default/files/
Performance Evaluation Policy.pdf
AUDITORS AND AUDITORS REPORT Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with rules
made thereunder, M/s Walker Chandiok & Co. LLP, Chartered Accountants (FRN: 001076N/
N500013), were appointed as the Statutory Auditors of the Company at the 36th Annual
General Meeting (AGM) held on 28th September, 2022, for a period of five (5) years to hold
office till the conclusion of the 41st AGM of the Company, to be held in the year 2027.
The Auditors Report for the year under review does not contain
any qualification, reservation or adverse remark and do not call for any
explanation/clarification. The notes on financial statements referred to in the Report are
self-explanatory.
Cost Auditors
During the year under review, the Board of Directors, based on the
recommendation of the Audit Committee, re-appointed M/s. R. J. Goel & Co., Cost
Accountants as the Cost Auditors to audit the cost records of the Company for the
financial year 2023-24.
Pursuant to the provisions of Section 148 of the Act, read with the
Companies (Audit and Auditors) Rules, 2014, the approval of the members is being sought at
the forthcoming AGM of the Company for the ratification of remuneration amounting to f
3,50,000/- (Three Lakh Fifty Thousand only) excluding applicable taxes and reimbursement
of out-of-pocket expenses, payable to the Cost Auditors for the financial year 2023-24.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has re-appointed M/s. Dhananjay Shukla & Associates, Company Secretaries in
Practice as Secretarial Auditors of the Company for the financial year 2022-23.
Further as per the provisions of Regulation 24A of the SEBI (LODR)
Regulations, 2015, Ester Filmtech Limited ("EFTL"), which is a material
subsidiary of the Company, has appointed Mr. Akash Jain, Practising Company Secretary, as
its Secretarial Auditor for the financial year 2022-23.
The Secretarial Audit Report of the Company and of EFTL are appended as
Annexure-II to the Boards Report. The said Reports does not contain any
qualification, reservation, adverse remark or disclaimer requiring explanation or comments
from the Board under Section 134(3) of the Act.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported to the Audit Committee or to the Board, any
instances of fraud committed against your Company by its officers or employees under
Section 143(12) of the Act.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Act and rules made
thereunder, the Board of Directors has constituted a Corporate Social Responsibility (CSR)
Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the
Corporate Governance Report, which forms part of this Annual Report. The updated CSR
Policy is available on the Companys webiste at https://www.esterindustries.com/sites/default/
files/Corporate Social Responsibility Policy.pdf
The Annual Report on CSR activities is appended as Annexure-III to
the Boards Report. Further, the Chief Financial Officer of the Company has certified
that the amount spent on CSR for the financial year 2022-23 have been utilized for the
purposes and in the manner approved by the Board.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate
Governance over the years and it is a continuous and ongoing process. A detailed Report on
Corporate Governance practices followed by your Company in terms of the SEBI (LODR)
Regulations, 2015, together with a Certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance are provided separately
in this Annual Report.
Code of Conduct
In compliance with corporate governance requirements as per the SEBI
(LODR) Regulations, 2015, your Company has formulated and implemented a Code of Conduct
which is applicable to all Directors and Senior Management of the Company, who have
affirmed the compliance thereto. A declaration to this effect duly signed by Mr.
Arvind Singhania, Chairman & CEO is enclosed as a part of the Corporate Governance
Report which forms part of this Annual Report. The said Code of Conduct is available on
the website of the Company at https://www.esterindustries.com/sites/default/files/
Code%20of%20Conduct.pdf
MANAGEMENT DISCUSSION AND ANALYSIS
The Managements Discussion and Analysis Report for the year under
review, as stipulated under the SEBI (LoDR) Regulations, 2015, is presented in a separate
section forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report (BRSR) for the
financial year ended 31st March, 2023, as stipulated by the SEBI (LODR) Regulations, 2015,
is presented in a separate section forming part of this Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has laid down well defined and documented Internal
Controls.
Your companys internal control systems & procedures are
adequate to ensure compliance with various policies, practices, laws, rules, regulations
and statutes in force. Internal Controls in your company have been designed &
implemented in such a manner that it provides reasonable assurance regarding the
following:
• Effectiveness, efficiency and transparency of operations
• Adequacy of safeguards for assets
• Preventionand detection offrauds,errors, misappropriations and
mis-statements
• Accuracy and completeness of the accounting data, records and
reporting
• IT security controls
• System, policies, practices & procedures adopted for
adequate, effective and fair financial reporting
• Timely and accurate preparation of reliable financial
information & reports. During the year under review, few internal controls have been
modified to align with change in scenario.
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that
continue to apply under Section 133 and other applicable provisions, if any, of the Act
read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with
generally accepted accounting principles in India.
Changes in policies, if any, are approved by the Audit Committee in
consultation with the Statutory Auditors.
The Companys Internal Auditors have conducted periodic audits to
evaluate the existence, adequacy & effectiveness of financial and operating internal
controls, to report significant findings to the Audit Committee of the Board and to
provide reasonable assurance that the Companys established systems, policies,
practices and procedures have been followed. The Audit Committee constituted by the Board
reviews the internal controls and financial reporting issues with Internal Auditors on a
regular basis.
The Company uses an ERP (SAP S/4 HANA 2021) which is supplemented by
internal controls framework to ensure reliable and timely financial reporting.
Compliance with laws, rules and regulations is also monitored through a
well laid down framework which requires individual functions to confirm and report
statutory compliances on all laws and regulations concerning their respective functions.
This gets integrated with the overall compliance reporting on all laws and regulations for
the purpose of review and monitoring by the Board.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions with related parties, entered
into during the financial year under review, were on an arms length basis and in the
ordinary course of business. All such contracts or arrangements, wherever required, have
been approved by the Audit Committee and the Board.
Your Company has not entered into any transactions with related parties
which could be considered material in terms of Section 188 of the Companies Act, 2013.
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 details of the related party transactions as required under IND AS
24 have been disclosed in Note 37 to the standalone financial statements forming part of
this Annual Report.
The Policy on Related Party Transactions, is available on the
Companys website at https://www.esterindustries.com/sites/default/files/RPT
%20Clean Ver.pdf
POLICIES ADOPTED BY THE COMPANY
a) Vigil Mechanism/Whistle Blower Policy
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism of reporting illegal or unethical behavior. The Company
has a Vigil Mechanism/Whistle Blower Policy with a view to provide a mechanism for
employees of the Company to raise concerns of suspected frauds, instances for leakage or
suspected leakage of Unpublished Price Sensitive Information, any violations of legal/
regulatory requirements or code of conduct/policy of the Company, incorrect or
misrepresentation of any financial statements and reports, etc. The policy aims to provide
an avenue for employees and directors to raise concerns and reassure them that they will
be protected from reprisals or victimization for whistle blowing in good faith. The
practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and
no employee has been denied access to the Committee.
The Whistle Blower Policy of the Company is also available on the
Companys website at https://www.
esterindustries.com/sites/default/files/Whistleblowerpolicy.pdf.
b) Nomination and Remuneration Policy
Nomination and Remuneration Committee has framed a Nomination and
Remuneration policy for determining criteria of selection and appointment of Directors,
Key Managerial Personnel, Senior Management Personnel including determining
qualifications, positive attributes, independence of a Director and other matters provided
under Section 178(3) of the Act and SEBI (LODR) Regulations, 2015. The salient aspects
covered in the Nomination and Remuneration Policy, covering the policy on appointment and
remuneration of Directors and other matters have been outlined in the Corporate Governance
Report which forms part of this Annual Report.
The Policy is available on the Companys website at https://www.esterindustries.com/sites/default/files/
Revised%20NRC%20Policy%20PDF.pdf
c) Policy on Material Subsidiaries
The Companys Policy on Material Subsidiaries is available on
Companys website at https://www.esterindustries.com/sites/default/files/Policv%20on%20Material%20
Subsidiary%20Version%20-2%2017th%20June%20 2020.pdf
d) Risk Management Policy
Pursuant to requirements of SEBI (LODR) Regulations, 2015 the Company
has constituted the Risk Management Committee of the Company to frame, implement and
monitor the risk management plan for the Company. The constitution and the terms and
reference of the Committee are given in Report on Corporate Governance which forms part of
this Annual report.
A detailed note on Risk Management System has been provided in the
Management Discussion and Analysis (MDA) Report, which forms part of this Annual Report.
The Risk Management Policy is available on the Companys website
at https://www.esterindustries. com/sites/default/files/Risk%20Management%20 Policv.pdf.
e) Prevention of Sexual Harassment at workplace
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee have been set up to
redress the complaints received regarding sexual harassment. There was no incident of
sexual harassment reported and pending for investigation during the financial year
2022-23.
OTHER DISCLOSURES
i) Secretarial Standards
The Company complies with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).
ii) Change in Registered Office and Nature of Business
There was no change in the Registered Office and nature of business of
the Company during the year under review.
iii) Material changes and commitments affecting the financial position
of the company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial year to which this
financial statement relates and the date of this Report.
iv) Disclosure under section 197(12) and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-IV to the
Boards Report.
Other information on compensation of employees as required under
section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report.
Further, the report and the accounts are being sent to the members
excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Annexure is
open for inspection at the registered office of the Company during business hours on
working days upto the date of ensuing Annual General Meeting. Any shareholder interested
in obtaining a copy of the same may write to the Company Secretary at investor@ester.in.
v) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts/Tribunals which would impact the going concern status of the Company and
its future operations.
vi) The Company has not issued any equity shares or shares with
differential voting rights as to dividend, voting or otherwise. The Company has also not
issued any shares (including sweat equity shares) to employees of the Company under any
scheme.
vii) Details of unclaimed dividends and equity shares transferred
to the Investor Education and Protection Fund authority are available in the Corporate
Governance Report, which forms part of this Annual Report.
viii) Neither the Chairman & Managing Director nor the
Whole-Time Director has received any remuneration or commission from the Companys
subsidiary.
ix) No application has been made under the Insolvency and
Bankruptcy Code, hence the requirement to disclose the details of any application made, or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016 is not applicable
for the year under review.
x) The requirement to disclose the details of any difference
between the valuation done at the time of a one-time settlement and the valuation done
while taking loan from banks or financial institutions, along with the reasons thereof, is
not applicable for the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as prescribed under Section 134 of the Act read with
the Companies (Accounts) Rules, 2014 is set out in Annexure-V to the Boards
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) read with Section
134(5) of the Act (including any statutory modification(s) or re-enactment(s) for the time
being in force), the Directors of your Company, to the best of their knowledge and
ability, state that:-
1. in the preparation of the annual accounts for the financial Year
ended 31st March 2023, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures, if any;
2. they have selected appropriate accounting policies and applied them
consistently and made judgment and estimates that were reasonable and prudent, so as to
give a true and fair view of the state of the affairs of the Company at the end of the
financial year and of the Profit and Loss of the Company for that period;
3. 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;
4. they have prepared the accounts of the Company for the financial
year ended 31st March 2023 on a going concern basis;
5. they have laid down internal financial controls for the Company and
such internal financial controls were adequate and operating effectively; and
6. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
ACKNOWLEDGEMENT
Your Directors acknowledge the co-operation and assistance received
from various departments of the Central & State Government, banks and Non-banking
finance companies. Directors also express their gratitude and thanks to Customers,
Suppliers and other Business Associates for their continued co-operation and patronage.
Your Directors wish to place on record their appreciation of the
sincere services rendered by the workmen, staff and executives of the Company at all
levels ensuring satisfactory management of the Company. Your Directors also thank the
shareholders for their continued support.
|
For and on behalf of the Board |
|
Sd/- |
|
Arvind Singhania |
| Place: Gurugram |
Chairman & CEO |
| Date: 11th August, 2023 |
(DIN : 00934017) |
+91-9892691696
