Dear Members,
Your Directors take pleasure in presenting the Thirty-seventh Annual
Report for the financial year ended on March 31, 2023. The standalone and consolidated
financial performance is presented below prepared in accordance with the Ind AS notified
under the Companies (Indian Accounting Standards) as amended.
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
1,349.75 |
1,221.50 |
1,368.68 |
1,236.21 |
| Other Income |
17.84 |
14.28 |
17.68 |
14.37 |
| Total Income |
1,367.59 |
1,235.77 |
1,386.36 |
1,250.58 |
| Total Expenditure |
1,242.59 |
1,128.34 |
1,259.25 |
1,139.79 |
| Earnings before interest, tax, depreciation and tax (EBITDA) |
168.20 |
149.37 |
173.16 |
153.35 |
| Finance Costs |
6.23 |
7.27 |
6.55 |
7.48 |
| Depreciation & Amortization expenses |
34.31 |
34.67 |
35.46 |
35.08 |
| Profit before Exceptional items and Tax |
125.00 |
107.43 |
127.11 |
110.79 |
| Exceptional Items – Income / (Expenses) |
1.33 |
10.73 |
2.69 |
11.61 |
| Profit before tax (PBT) |
126.33 |
118.16 |
129.80 |
122.40 |
| Provision for tax & Deferred tax adjustment |
30.79 |
28.76 |
98.65 |
93.90 |
| Other comprehensive income (net) |
-0.74 |
-0.84 |
-1.49 |
-0.98 |
| Total Comprehensive Income for the Period (PAT) |
94.80 |
88.55 |
97.17 |
92.92 |
| Earnings Per Share (Diluted EPS of Rupees) |
3.42 |
3.19 |
3.51 |
3.35 |
| Proposed Dividend on share of Re 1 each |
45% |
- |
- |
- |
PERFORMANCE REVIEW AND OPERATING RESULTS
The vision and mission of the Company has been to fill the technology
gap for over four decades, continuous efforts in crafting the culture of encouraging the
engineering talent and the rational at the fundamental of its business have resulted in
achieving an improved fiscal performance.
Standalone revenue from operations was D1,349.75 Crs in FY 2022-23,
posting a growth of 11% compared to the revenue of D1,221.50 Crs relating to corresponding
previous year 2021-22. The profit after tax for FY 2022-23 was D95.54 Crs as compared to
profit after tax of D89.40 Crs for FY 2021-22 which is around 7% higher than the previous
year. There was a continuous effort in reducing the finance cost which resulted in
reduction by 14% against previous year. Exceptional income is net of monetization of
non-productive assets and assets written off during the year.
For detailed presentation on the segment-wise performance of the
reporting period, future growth, risks and opportunities, please read the Management
Discussion and Analysis section of this annual report.
DIVIDEND
Your Directors are pleased to recommend a final dividend of 45% (i.e.
D0.45 paise per equity share of D1 each fully paid up) for the Financial Year 2022-23
subject to the approval of the members at the ensuing annual general meeting. The proposed
final dividend, if approved by the members, would involve cash out flow of D12.47 Crs and
will be paid subject to deduction of applicable tax pursuant to Finance Act, 2020.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company had formulated a Dividend Distribution Policy (‘the Policy). The Policy
is available on the Companys website at https:// hbl.in/Investors-Details.php.
The details of book-closure and record date for entitlement of members
to receive dividend, if approved, for the financial year March 31, 2023 is given in the
notes to the notice of annual general meeting of this annual report.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company, its subsidiaries
and associates for FY 2022-23 have been prepared in compliance with the applicable
provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI
Listing Regulations as well as in accordance with the Indian Accounting Standards notified
under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The audited
consolidated financial statements together with the Independent Auditors Report
thereon form part of this Annual Report.
A statement containing the salient features of the Financial Statement
of the subsidiary companies is attached to the Financial Statement in Form AOC-1 pursuant
to Section 129(3) of the Companies Act, 2013.
Additionally, the Company will make available the said financial
statement of the subsidiary companies pursuant to the provisions of Section 136 upon a
request by any Member of the Company or its subsidiary(ies) including associate companies.
These financial statements of the Company, the subsidiary(ies) and associate companies
would be available on the website of the Company at https://hbl.in/Investors-Details.php.
SUBSIDIARY AND ASSOCIATE COMPANIES _AS ON MARCH 31, 2023_
As per the notification issued by the Ministry of Corporate Affairs on
July 27, 2016 with regard to Companies (Accounts) Amendment Rules, 2016, the report of the
Board shall contain highlights of performance of subsidiaries, associates companies and
their contribution on overall performance of the company. Accordingly, we hereby furnish
the following:
| Subsidiary companies |
HBL America Inc. HBL Germany GmBH, Germany |
|
Torquedrive Technologies Private Limited |
|
SCIL Infracon Private Limited – dormant |
|
Company. |
| Associate companies |
Naval Systems & Technologies Pvt Ltd (NSTL) |
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary and associates companies prepared in accordance
with the Companies Act, 2013 (Act) and applicable Ind AS notified under the Companies
(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016 as amended. During the reporting period, necessary approval of the
concerned authorities were obtained for cancellation of investment in Gulf Batteries
Company Ltd, KSA.
There has been no material change in the nature of the businesses of
the subsidiaries except as disclosed hereunder.
PERFORMANCE OF SUBSIDIARIES AND ASSOCIATES AND THEIR CONTRIBUTION ON
OVERALL PERFORMANCE OF THE COMPANY:
| HBL Germany, GMbH wholly owned subsidiary |
The revenue for the reporting period was INR 26.76 Crs as
compared to INR 30.13 Crs in the previous year. The Company earned profit after tax of
0.75 Crs profit as against INR 1.01 Crs in the previous year. |
| HBL America Inc wholly owned subsidiary |
The revenue during the financial year INR 32.39 Crs as
compared to INR 35.67 Crs in the previous year. The Company earned profit after tax of INR
3.74 Crs profit as against INR 1.58 Crs in the previous year. |
| Torquedrive Technologies Private Limited wholly owned
subsidiary |
The commercial operation of the Company is yet to commence. |
| Naval Systems & Technologies Pvt Ltd |
The revenue during the financial year INR 16.15 Crs as
compared to INR 12.08 Crs in the previous year. The Company earned profit after tax of INR
2.45 Crs profit as against INR 1.60 Crs in the previous year. |
| Associate Company |
|
| SCIL Infracon Private Limited |
Since the Company is dormant, reporting is not applicable. |
The details with respect to contribution to assets and other
information are provided in Form AOC-1 attached to the financial statements of the
Company.
SHARE CAPITAL
The paid up-capital of the Company is D27,71,94,946 divided into
27,71,94,946 equity shares of D1 each, fully paid-up. Company has not issued different
class of securities except equity. There is no change in the share capital of the Company.
MATERIAL CHANGES AND COMMITMENTS
Other than intimation on business to Stock Exchanges, no material
changes and commitments have occurred after the closure of the FY 2022-23, which would
affect the financial position of your Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that: i. in preparation of
the annual accounts, the applicable Ind AS accounting standards have been followed and
there are no material departures; ii. they have selected such accounting policies as per
Ind AS and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for that period; iii. 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; iv. they have prepared
the annual accounts on a going concern basis; v. they have laid down internal financial
controls to be followed by the Company and such internal financial controls are adequate
and operating effectively; vi. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal, cost,
statutory and secretarial auditors and external consultants and the reviews performed by
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Companys internal financial controls were adequate and
effective during the financial year 2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL _KMP_
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and the Articles of Association of the Company, Mrs. Kavita Prasad Aluru (DIN 00319292)
will retire by rotation at the 37th AGM and being eligible, has offered for
re-appointment.
The term of office of Mrs. Kavita Prasad Aluru as an Executive Director
ended on August 09, 2023. She requested the Board for a temporary brake from executive
role in the Company which was accepted by the Board at the meeting held on August 11,
2023. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board
has, approved the appointment of Ms. Deeksha Mikkileneni (DIN: 10267611) as an Additional
Director (Non-Executive Director) with effect from August 11, 2023 and will hold office
upto the date of ensuing annual general meeting, subject to approval of the shareholders
of the Company. Necessary resolution for her appointment is being placed for the approval
of shareholders as part of the notice of the 37th AGM. Brief profile of the appointee has
been provided elsewhere in the annual report.
In the opinion of the Board, all the Independent Directors possess
requisite qualifications, experience, expertise and integrity for the purpose of Rule
8(5)(iiia) of the Companies (Accounts) Rules, 2014. During the year, none of the
non-executive directors of the Company had any pecuniary relationship or transactions with
the Company except for the sitting fee paid for attending the Board meetings.
CHANGE IN KEY MANAGERIAL PERSONNEL
During the reporting period, Mr. K Sridharan, Chief Financial Officer
and Mr. MVSS Kumar, Company Secretary retired from services with effect from September 30,
2022 and March 31, 2023 respectively and in their place Mr. E Sairam joined as Chief
Financial Officer with effect from March 29, 2023 and Mr. G B S Naidu joined as Company
Secretary with effect from April 01, 2023.
NUMBER OF MEETINGS OF THE BOARD
Four meetings of the board were held during the reporting year. For
details of the meetings of the board, please refer to the Corporate Governance Report
section, which forms part of this report.
Committees of the Board
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following Committees
constituted by the Board function according to their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee
5. Risk Management Committee
6. Environment, Social and Governance (ESG) Committee Details of
composition, terms of reference and number of meetings held for respective committees are
given in the Report on Corporate Governance, which forms a part of this Report. Further,
during the year under review, all recommendations made by the various committees have been
accepted by the Board.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board
after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning,
etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc. The above criteria are broadly
based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017. In a separate meeting of independent directors, performance
of non-independent directors, the Board as a whole and Chairman of the Company was
evaluated, taking into account the views of executive directors and non-executive
directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
At the board meeting that followed the meeting of the independent
directors and meeting of Nomination and Remuneration Committee, the performance of the
Board, its Committees, and individual directors was also discussed. Performance evaluation
of independent directors was done by the entire Board, excluding the independent director
being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Companys policy on Directors appointment and
remuneration and other matters provided in Section 178(3) of the Act has been disclosed in
the Corporate Governance Report, which forms part of the Directors report.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the report on corporate governance, which forms part of this report. The Board of
Directors has accepted the recommendations of the Audit Committee placed at respective
meetings.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and 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 and functions
are systematically addressed through mitigating actions on a continuing basis. All the
identified risks are managed through continuous review of business parameters by the
management and the board of directors is also informed of the risks and concerns.
ENVIRONMENT, SOCIAL AND GOVERNANCE _ESG_ COMMITTEE
The Board constituted the committee on August 11, 2023 to review any
statutory requirements for Sustainability reporting. The Committee shall have the
following responsibility and authority: a. The Committee shall guide the Company in
setting up of the ESG goals and continuously take updates on the ESG thereon. b. The
Committee shall review the implementation and practice of the ESG. The Committee may form
and delegate authority to sub-committees as and when appropriate. c. The Committee shall
ensure that the Company is taking the appropriate measures to undertake and implement
actions to further its ESG goals. The Committee shall have access to any internal
information necessary to fulfill its role, in this regard. d. The Committee shall review
any statutory requirements for Business Responsibility and Sustainability reporting. e.
The Committee shall have the authority to obtain advice and assistance from internal or
external experts, advisors.
INTERNAL FINANCIAL CONTROLS
Pursuant to Section 134 of the Companies Act 2013, the Directors state
that the Board, through the operating management has laid down Internal Financial Controls
to be followed by the Company and such policies and procedures were adopted by the Company
for ensuring the orderly and efficient conduct of its business, including adherence to
Companys policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The Audit Committee evaluates the internal
financial control system periodically. To the best of their knowledge and ability and
inputs provided by various assurance providers confirm that such financial controls are
adequate with reference to the size and operations of the Company and no reportable
material weakness or de_ciency in the design or operation of internal financial controls
was observed.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year, in compliance of Section 186 of the Act, the
Company has advanced unsecured loan of D2.00 crs and extended corporate guarantee to Bank
for D12.71 crores for the credit facilities availed by the step down subsidiary. Other
particulars of loans, guarantees and investments have been disclosed in the financial
statements.
TRANSACTIONS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during
the FY 2022-23 with related parties were on an arms length basis and in the ordinary
course of business and approved by the Audit Committee. Certain transactions, which were
repetitive in nature, were approved through omnibus route.
As per the SEBI Listing Regulations, if any Related Party Transactions
(‘RPT) exceeds INR 1,000 crore or 10% of the annual consolidated turnover as
per the last audited financial statement whichever is lower, would be considered as
material and would require Members approval. In this regard, the Company has obtained
necessary approval of the members at the previous annual general meeting. However, there
were no material transactions of the Company with any of its related parties as per the
Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I
in Form AOC-2.
The details of RPTs during FY 2022-23, including transaction with
person or entity belonging to the promoter/ promoter group which hold(s) 10% or more
shareholding in the Company are provided in the accompanying financial statements.
During the FY 2022-23, the Non-Executive Directors of the Company had
no pecuniary relationship or transaction with the Company other than sitting fees,
commission and reimbursement of expenses, as applicable.
Pursuant to the requirements of the Act and the SEBI Listing
Regulations the Company has formulated a policy on RPTs and is available on Companys
website URL: https://hbl.in/reports/ HBL-Policies.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Company has a Board level committee that supervises its Corporate
Social Responsibility (CSR) activities. The brief outline of the CSR Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure II of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report (‘BRSR) on initiatives taken
from an environmental, social and governance perspective, in the prescribed format is
available as a separate section in the Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the extract of Annual Return is given in Annexure III in the prescribed Form
MGT-9, which forms part of this report.
INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES
Your Company consistently believes in concerted efforts in talent
management and succession planning practices, strong performance management and learning
and training initiatives. Rewards and recognition are commensurate with performance and
that employees have the opportunity to develop and grow. During the year, there were no
complaints relating to child labour, forced labor, involuntary labor, sexual harassment in
the last financial year and pending as on the end of the financial year.
| S.No Category |
Complaints filed during the year |
Pending as on end of the year |
| 1 Child labor / forced labor/ involuntary labor |
0 |
0 |
| 2 Sexual harassment |
0 |
0 |
| 3 Discriminatory employment |
0 |
0 |
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013
Your Company believes in providing a healthy environment to all HBL
Employees and does not tolerate any discrimination or harassment in any form. The Company
has in place a gender neutral, Prevention of Sexual Harassment (POSH) policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. This policy is frequently communicated in assimilation programs
and at regular intervals to all HBL employees. Following are some of the awareness
programs imparted to train HBL Employees and Internal complaints committee (ICC).
1. It is mandatory for every new joiner to undergo a program on
‘Prevention of Sexual Harassment ‘ during induction program.
2. The Internal Complaints Committee is trained by external agency when
the committee members are on-boarded to the committee.
3. Policy of ‘Prevention of Sexual Harassment at workplace
is available on internet for HBL employees to access as and when required.
4. The ‘Prevention of Sexual Harassment policy is placed in
conspicuous places for better visibility and communication of the policy. The posters are
also displayed in regional languages at all HBL offices.
HBL has setup an Internal Complaints Committee (ICC) both at the Head
office / Corporate office and at every major location where it operates in India. ICC has
equal representation of men and women. ICC is chaired by Ms. Sucharita Palepu, external
women representation.
ICC investigates the case(s) and provides its recommendations to the
apex authority . The apex authority upon receiving the recommendations from ICC arrives at
the conclusion and acts upon such recommendations.
Penal Consequences of Sexual Harassment ("SH") and the
constitution of the ICC is displayed at conspicuous places.
HUMAN RESOURCES
Please refer to the paragraph on Human Resources / Industrial Relations
in the Management Discussion & Analysis section for detailed analysis.
DIVERSITY AND INCLUSION
Diversity and inclusion at workplace helps nurture innovation, by
leveraging the variety of opinions and perspectives coming from employees with diverse
age, gender and ethnicity. The Company assists the employees through awareness drives or
personal interactions, to build an approach of open mindedness, express of thoughts and
culture. The Company employed 5.63% women employees in FY 2022-23 vis- ?-vis 5.89% in FY
2021-22.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
| Employee Name |
Dr. Aluru Jagadish Prasad |
Mr. Suresh Kalyan |
Mr. MVV Vidyasagar |
| Total remuneration CTC (D lakhs) |
D 96.15 lakhs and commission D 377.58 lakhs |
D 139.91 lakhs |
78.20 lakhs |
| Designation and Nature of Duties |
Chairman and Managing Director |
Chief Operating Officer (COO) |
President – Electronics Group |
| Qualification |
B. Tech from IIT, Khargpur, MS in Management from
Massachusetts Institute of Technology USA, Doctorate in International Business from
Columbia University, USA. |
BSc. Chartered Accountant |
BE (Electrical & Electronics) |
| Experience (years) |
46 years |
33 years |
37 years |
| Date of commencement of employment |
Promoter of the Company |
17.11.2014 |
01.04.2011 |
| Age (years) |
77 years |
59 years |
59 years |
| Last employment held before Joining the Company |
Administrative Staff College of India |
Amara Raja Batteries Limited, Hyderabad, as President –
Finance |
Director(Operations) at Axiom Consulting Ltd. |
a. The ratio of the remuneration of each Non-Executive director to the
median remuneration of the employees of the Company for the financial year: Not
Applicable as none of the Non-Executive Director was paid any remuneration.
b. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
|
Remuneration for the
financial year (In Lakhs) |
|
| Key Managerial Personnel |
March 31, 2023 |
March 31, 2022 |
% increase |
| Dr. Aluru Jagadish Prasad, Chairman and Managing Director |
96.15 |
96.15 |
- |
| Mrs. Kavita Prasad Aluru, Executive Director |
33.30 |
33.30 |
- |
| Mr. MSS Srinath, President |
50.55 |
50.55 |
- |
| Mr. MVSS Kumar, Company Secretary* |
12.66 |
16.88 |
- |
| Mr. K Sridharan, Chief Financial Officer* |
20.24 |
34.00 |
- |
* the remuneration paid to CFO and Company Secretary during the year
was for part of the year for reasons mentioned elsewhere in the report. c. The percentage
increase in the median remuneration of employees in the financial year: 9% d. The number
of permanent employees on the rolls of Company: 1,720 (as at March 31, 2023) e. Comparison
of the remuneration of the key managerial personnel against the performance of the
Company:
| Aggregate remuneration of KMP in 2022-23 |
D lakhs |
212.90 |
| Commission on profits to CMD |
|
377.58 |
| Revenue |
D lakhs |
1,34,974.91 |
| Profit before tax |
D lakhs |
12,633.28 |
| Remuneration of KMPs |
as % of revenue |
0.44 |
| Remuneration of KMP |
as % of PBT |
4.67 |
f. Comparison of remuneration of each the key managerial personnel
(March 31, 2023):
| Name of the KMP |
Designation |
Remuneration |
D In lakhs Commission on profit |
Total |
| Dr. Aluru Jagadish Prasad |
Chairman and Managing Director |
96.15 |
377.58 |
473.73 |
| Kavita Prasad Aluru |
Executive Director |
33.30 |
- |
33.30 |
| MSS Srinath |
President |
50.55 |
- |
50.55 |
| K Sridharan* |
Chief Financial Officer |
20.24 |
- |
20.24 |
| MVSS Kumar* |
Company Secretary |
12.66 |
- |
12.66 |
|
Total |
212.90 |
377.58 |
590.48 |
*The remuneration paid to CFO and Company Secretary during the year was
for part of the year for reasons mentioned elsewhere in the report.
g. The key parameters for any variable component of remuneration
availed by the directors: Commission on net profits was paid to Chairman and Managing
Director only in addition to the monthly remuneration as disclosed elsewhere in this
report.
h . The ratio of the remuneration of the highest paid director
to that of the employees who are not directors but receive remuneration in excess of the
highest paid director during the year: Not applicable.
DISCLOSURE REQUIREMENTS
As per listing Regulations, corporate governance report with
auditors certificate thereon and management discussion and analysis are attached
separately, which form part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a vigil mechanism / whistle blower
policy to provide a vigil mechanism for employees including directors of the Company to
report genuine concerns. The provisions of this policy are in line with the provisions of
the Section 177(9) of the Act and the Regulation 22 of the SEBI (LODR) Regulations, 2015.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Information relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required under Section 134(3)(m) read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure hereto.
CORPORATE GOVERNANCE REPORT
Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, a separate section in Annexure VII titled
"Report on Corporate Governance" is attached to the Annual Report.
STATUTORY AUDITORS
M/s LNR Associates, Chartered Accountants (FRN 05381S) Visakhapatnam
who are the Statutory Auditors of the Company have been appointed by the members at the
36th Annual General Meeting (AGM) of the Company held on September 27, 2022 for a period
of five years to hold office till the conclusion of AGM in 2027 subject to rati_cation of
members at every year AGM. Accordingly, ratification of their appointment is being
recommended at the ensuing AGM.
The Report given by M/s. LNR Associates, Chartered Accountants on the
financial statements of the Company for the year 2022-23 is part of the Annual Report.
There has been no qualification, reservation or adverse remark or disclaimer in their
Report. During the year under review, the Auditors had not reported any matter under
Section 143 (12) of the Act. Therefore no detail is required to be disclosed under Section
134 (3)(ca) of the Companies Act, 2013.
COST AUDITORS
As per Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant. Your Board, on the
recommendation of Audit Committee has appointed M/s Narashima Murthy & Co, Hyderabad,
Cost Accountants (FRN 000042) as Cost Auditors of the Company for conducting the audit of
cost records of the Company. Your Board, on recommendation of the Audit Committee,
proposes to re-appoint them as Cost Auditors for 2023-24, subject to the approval from
Central Government, if any.
DISCLOSURE UNDER SECTION 148_1_ OF THE COMPANIES ACT, 2013
The Company has been maintaining required cost records as specified
under Section 148(1) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
as mended from time to time.
SECRETARIAL AUDITORS
CS Vinay Babu Gade, Practicing Company Secretary issued a Secretarial
Auditor for the financial year 2022-23 and his secretarial audit report is attached to
this report in Annexure IV. There are no qualifications, adverse comments and
observations in the secretarial audit report for the year 2022-23.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these items during the
year under review: There are no significant material orders passed by the
Regulators or Courts or Tribunal, which would impact the going concern status of the
Company and its future operation. However, Members attention is drawn to the Statement on
Contingent Liabilities and Commitments in the Notes forming part of the Financial
Statement.
No fraud has been reported by the Auditors to the Audit Committee
or the Board.
There has been no change in the nature of business of the Company.
CAUTIONARY STATEMENT
Statements in this Annual Report, particularly those that relate to
Management Discussion and Analysis, describing the Companys objectives, projections,
estimates and expectations, may constitute ‘forward-looking statements within
the meaning of applicable laws and regulations to enable shareholders and investors to
comprehend our prospects. Although the expectations are based on reasonable assumptions,
the actual results might differ materially from those expressed in the statement.
Important factors that could influence the Companys operations include global and
domestic demand and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws, economic
developments within the country and other factors such as plant breakdowns, industrial
relations etc.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation towards the
Companys valued customers and shareholders for the support and the confidence
reposed by them in the management of the company and look forward to the continuance of
this mutually supportive relationship in future. Your Directors take this opportunity to
thank all the Companys Bankers, concerned Central and State Government Departments,
Agencies for their support and co-operation to the Company. The Board has special
appreciation for the employees for their dedicated services and their ability to deliver
good results in the future.
|
For and on behalf of the Board |
| Place: Hyderabad |
Dr. Aluru Jagadish Prasad |
|
Chairman and Managing Director |
| Date: August 11, 2023 |
|
+91-9892691696
