antony waste han share price Directors report

Dear Members of AWHCL,

Your directors are pleased to present the Twenty Second Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the year 2022-23.

1. STATE OF AFFAIRS OF THE COMPANY

The performance of the Company and its business is in the Management Discussion and Analysis Report, which forms part of this Annual Report.

2. FINANCIAL HIGHLIGHTS

	Standalone		Consolidated
Particulars	MarcRs.31,	MarcRs.31,	MarcRs.31,	MarcRs.31,
	2023	2022	2023	2022
Revenue from Operation	5,660	5,525	85,563	64,842
Other Income	1,635	1,594	2,096	1,837
Total Revenue	7,295	7,119	87,660	66,679
Total Expenses	5,584	4,753	77,431	55,409
Profit/(Loss) before tax	1,711	2,366	10,229	11,269
Tax Expenses	438	510	1,772	2,229
Net Profit/(Loss) after tax	1,273	1,856	8,456	9,040
Other comprehensive income/(loss) for the year, (net of tax)	34	50	42	104
Total comprehensive income/(loss) for the year	1,307	1,906	8,499	9,144
Earnings per Share (Basic) (in H)	4.50	6.56	24.07	24.00
Earnings per Share (Diluted) (in H)	4.50	6.56	24.06	24.00

3. DIVIDEND

The Company maintains its commitment to the Waste Management sector in India and anticipates favorable conditions driven by government policies and demand from different Urban Local Bodies (ULBs). The Company holds a positive outlook for its primary investments and growth projections in both the short and medium term. This optimism is supported by robust economic fundamentals. The Company intends to execute various initiatives and ventures to capitalize on these prospects, involving investments in CAPEX, workforce, and associated infrastructure. Consequently, the Company has chosen to preserve and reinvest its earnings, opting not to declare dividends or allocate funds to reserves.

Further, in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“S EBI Listing Regulations"), the Board of the

Company has adopted a Dividend Distribution Policy, which is available on the Companys website at https://www.antony-waste.com/docs/New Policy/ AWHCL Dividend Distribution Policy.pdf

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Annual Report.

5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE COMPANIES/LLP

As on date of this report, the Company has eight subsidiaries and one associate overseas Company. The details of the performance of the subsidiary/associate company/LLP during the year under review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED

Antony Lara Enviro Solutions Private Limited has reported total revenue of Rs.19,270 lakh for the current year as compared to Rs.16,354 lakh in the previous year. The total comprehensive Income for the year under review amounted to Rs..5,380 lakh as compared to Income of Rs..6,272 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

AG Enviro Infra Projects Private Limited has reported total revenue of Rs..38,385 lakh for the current year as compared to Rs..33,132 lakh in the previous year. The total comprehensive Income for the year under review amounted to Rs..762 lakh as compared to income of Rs.1,324 lakh in the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

Antony Lara Renewable Energy Private Limited has reported total revenue of Rs.17,718 lakh for the current year as compared to Rs..6,511 lakh in the previous year. The total comprehensive Income for the year under review amounted to Rs.1,259 lakh as compared to Income of Rs..664 lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

Varanasi Waste Solutions Private Limited has reported total revenue of Rs..4,945 lakh for the current year as compared to Rs..4,837 lakh in the previous year. The total comprehensive Income for the year under review amounted to Rs..270 lakh as compared to Income of Rs..357 lakh in the previous year.

AL WASTE BIO REMEDIATION LLP

AL Waste Bio Remediation LLP has reported total revenue of Rs.1,595 lakh for the current year as compared to Rs..208 lakh in the previous year. The total comprehensive income for the year under review amounted to Rs.127 lakh as compared to loss of Rs.120 lakh in the previous year.

KL ENVITECH PRIVATE LIMITED

KL EnviTech Private Limited has reported total revenue of Rs.19 lakh for the current year as compared to Rs..25 lakh in the previous year. The total comprehensive loss for the year under review amounted to Rs..21 lakh as compared to loss of Rs..5 lakh in the previous year.

ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT SERVICES PRIVATE LIMITED

Antony Infrastructure and Waste Management Services Private Limited has reported total revenue of Rs..332 lakh for the current year as compared to Rs..268 lakh in the previous year. The total comprehensive Income for the year under review amounted to Rs..23 lakh as compared to income of Rs.16 lakh in the previous year.

ANTONY RECYCLING PRIVATE LIMITED (FORMERLY KNOWN AS ANTONY REVIVE EWASTE PRIVATE LIMITED)

Antony Recycling Private Limited did not earn any revenue as it has not yet commenced its commercial operations. Further, the total comprehensive loss for the year under review amounted to Rs..43 lakh as compared to loss of Rs..38 lakh in the previous year.

MAZAYA WASTE MANAGEMENT LLC

Our Company does not expect to earn any returns on the amount invested in Mazaya and has made provision for diminution in value of the entire investment. With a view to write-off its investment in the shares of Mazaya, we have submitted an application to Reserve Bank of India seeking permission to write-off the entire amount of investment.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the Year 2022-23 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Annual Report.

The provisions of Section 129(3) of the Act and rules made thereunder, a separate statement containing salient features of financial statements of its Subsidiary, Associate Companies in form AOC-1 is annexed as Annexure I and forms part of this Annual Report.

The Financial Statements of the subsidiaries are available for inspection by the members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Statements are also available on the website of the Company and can be accessed at https://www.antony- waste.com/Subsidiaries.html under the Investors section.

6. AUDITORS

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013), have been appointed as Statutory Auditors of the Company at the 21^st Annual General Meeting of Members of the Company held on September 27, 2022, for a second term of 5 years from the conclusion of 21^st Annual General Meeting till the conclusion of 26^th Annual General Meeting to be held in year 2027.

During the year, the statutory auditors have confirmed that they satisfy the Independence and Eligibility criteria required under the Act. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General meeting of the Company.

No frauds have been reported by the Statutory Auditors during the year 2022-23 pursuant to the provisions of Section 143(12) of the Act.

The Auditors Report for the year 2022- 23 on the financial statement (standalone and consolidated) of the Company forms part of this Annual Report and does not contain any qualification, reservation, adverse remark, or disclaimer except as stated below:

Standalone Financial Statement
Qualification	Management Response

As explained in Note 46 to the accompanying standalone financial statements, the Companys non-current trade receivables as at 31 MarcRs.2023 include certain long outstanding receivables aggregating Rs..752.64 lakhs due from various municipal corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the managements assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 MarcRs.2023 and the consequential impact, on the accompanying standalone financial statements. Our audit report for the year ended 31 MarcRs.2022 was also qualified in respect of this matter.

Trade receivables (non-current) as at 31 MarcRs.2023 include amounts which are due from various Municipal Corporations aggregating Rs..752.64 lakh, which are outstanding for a long time. Out of this sum, amount aggregating Rs..60.13 lakh are presently under arbitration, amounts aggregating Rs..73.62 lakh are presently pending with the dispute resolution committee of the Municipal Corporation, Rs..52.50 lakh are presently disputed and being discussed with the Municipal Corporations and Rs..566.39 lakh are presently disputed under High Court. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, the Company is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.

Key Audit Matter	Management Response

The Company, as at 31 MarcRs.2023, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to Rs..5,913.39 lakhs and Rs..5,637.32 lakhs, respectively, which significantly represents receivables from various municipal corporations (customers). Such amounts are outstanding towards bills, escalation claim and minimum wages in respect of ongoing as well as completed projects and which are further under review/litigation with/by the respective authorities. Management, based on contractual tenability, past experience with the municipal corporations, progress of the discussions and relying on the legal opinion obtained from independent legal counsel for specific matters, has provided appropriate amount of provision for these receivables in the accompanying standalone financial statements of the Company.

Considering the materiality of the amounts involved, uncertainties associated with the outcome of the review and significant management judgement involved in assessment of recoverability of such amounts basis their progress of the discussions with corporations, this has been considered to be a key audit matter in the audit of the standalone financial statements.

Further, out of the above, current trade receivables and other current financial assets amounting to Rs..2,157.30 lakhs and Rs..5,021.70 lakhs, respectively, represent amounts and claims recoverable from two municipal corporations and are overdue for a substantial period of time. Further, the aforesaid trade receivables include Rs.1,500.00 lakhs which is under dispute with the municipal authority and the matter is currently sub-judice at the Honble Supreme Court. These have been considered as fundamental to the understanding of the users of standalone financial statements and accordingly we draw attention to Notes 47 and 48 to the standalone financial statements, regarding uncertainties relating to recoverability of aforesaid receivables.

Note 47:

Trade receivable (current) and other financial assets (current) as of 31 MarcRs.2023 include amounts of Rs..657.30 lakh and Rs..5,021.70 lakh which represent receivable towards escalation claim and reimbursement of minimum wages, respectively from a Municipal Corporation, which are overdue for a substantial period of time. The Company has received balance confirmation and communication from the municipal corporation, stating approval has been received from the State Government for reimbursement of payments and the municipal corporation is in the process of arranging funds to settle the aforesaid dues. Considering all these factors and ongoing discussions with the municipal corporation, Management expects that the outstanding balances will be realized within next one year and accordingly above receivables have been considered as good for recovery as at the reporting date.

Note 48:

Trade receivable (current) as at 31 MarcRs.2023 include amount of Rs.1,500.00 lakh which represents dues from a Municipal Corporation, which is overdue for substantial period of time. The dues represents contractual amounts which were deliberated and approved by the standing committee of the Municipal Corporation and a conciliation agreement was signed. Post approval, the Municipal Corporation moved to the Honble High Court against the decision of the standing committee, which was quashed by the Honble High Court in favour of the Company. The Municipal Corporation further challenged the order at the Honble Supreme Court. The matter is currently under review with the Honble Supreme Court. Based on the contractual tenability of the dues and legal opinion, Management is hopeful of recovering these amounts in due course and hence, the same is considered good of recovery as at the reporting date.

Consolidated Financial Statement
Qualification	Management Response
As explained in Note 50 to the accompanying consolidated financial statements, the Holding Companys noncurrent trade receivables as at 31 MarcRs.2023 include certain long outstanding receivables aggregating Rs..752.64 lakhs (31 MarcRs.2022: Rs..805.13 lakhs) due from various municipal corporations, which are under dispute but considered good and recoverable by the management. However, in the absence of sufficient appropriate audit evidence to corroborate the managements assessment of recoverability of these balances, we are unable to comment on adjustments, if any, that may be required to be made to the carrying amounts of such receivables as at 31 MarcRs.2023 and the consequential impact, on the accompanying consolidated financial statements. Our audit report for the year ended 31 MarcRs.2022 was also qualified in respect of this matter.	Trade receivables (non-current) as at 31 MarcRs.2023 of the Holding Company include amounts which are due from various Municipal Corporations aggregating Rs..752.64 lakhs (31 MarcRs.2022: Rs..805.13 lakhs), which are outstanding for a long time. Out of this sum, amounts aggregating Rs..60.13 lakhs (31 MarcRs.2022: Rs..60.13 lakhs) are presently under arbitration, amounts aggregating Rs..73.62 lakhs (31 MarcRs.2022: Rs.125.98 lakhs) are presently pending with the dispute resolution committee of the Municipal Corporation, Rs..52.50 lakhs (31 MarcRs.2022: Rs..55.02 lakhs) are presently disputed and being discussed with the Municipal Corporations and Rs..566.39 lakhs (31 MarcRs.2022: Rs..564.00 lakhs) are presently disputed under High Court. Owing to the aforesaid, the recoverability of these amounts is expected to take some time. However, the management is hopeful of recovering these trade receivables in due course and hence, the same are considered as good for recovery as at the reporting date.
Key Audit Matter	Management Response
The Group, as at 31 MarcRs.2023, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to Rs..26,416.07 lakhs and Rs..5,912.44 lakhs, respectively, which significantly represents receivables from various municipal corporations (customers). Such amounts are outstanding towards bills, escalation claim and minimum wages in respect of ongoing as well as completed projects and which are further under review/litigation with/by the respective authorities.	Note 51: Trade receivable (current) and other financial assets (current) as of 31 MarcRs.2023 include amounts of Rs..657.30 lakhs and Rs..5,021.70 lakhs (31 MarcRs.2022: Rs..983.85 lakhs and Rs..4,579.82 lakhs) which represent receivable towards escalation claim and reimbursement of minimum wages, respectively from a Municipal Corporation, which are overdue for a substantial period of time. The Holding Company has received balance confirmation and communication from the municipal corporation, stating approval has been received from the State Government for reimbursement of payments and the municipal corporation is in the process of arranging funds to settle the aforesaid dues. Considering all these factors and ongoing discussions with the municipal corporation, Management expects that the outstanding balances will be realized within next one year and accordingly above receivables have been considered as good for recovery as at the reporting date.
Management, based on contractual tenability, past experience with the municipal corporations, progress of the discussions and relying on the legal opinion obtained from independent legal counsel for specific matters, has provided appropriate amount of provision for these receivables in the accompanying consolidated financial statements of the Group.
Considering the materiality of the amounts involved, uncertainties associated with the outcome of the review and significant management judgement involved in assessment of recoverability of such amounts basis their progress of the discussions with corporations, this has been considered to be a key audit matter in the audit of the consolidated financial statements.
	Note 52: Trade receivable (current) as at 31 MarcRs.2023 include amount of Rs.1,500.00 lakhs (31 MarcRs.2022: Rs.1,500 lakhs) which represents dues from a Municipal Corporation, which is overdue for substantial period of time. The dues represent contractual amounts which were deliberated and approved by the standing committee of the Municipal Corporation and a conciliation agreement was signed. Post approval, the Municipal Corporation moved to the Honble High Court against the decision of the standing committee, which was quashed by the Honble High Court in favour of the Holding Company. The Municipal Corporation further challenged the order at the Honble Supreme Court, where this matter is currently under review. Based on the contractual tenability of the dues and legal opinion, Management is hopeful of recovering these amounts in due course and hence, the same is considered good of recovery as at the reporting date.
Further, out of the above, current trade receivables and other current financial assets amounting Rs..2,157.30 lakhs and Rs..5,021.70 lakhs, respectively, represent amounts and claims recoverable from two municipal corporations and are overdue for a substantial period of time. Further, the aforesaid trade receivables include Rs.1,500.00 lakhs which is under dispute with the municipal authority and the matter is currently sub-judice at the Honble Supreme Court. These have been considered as fundamental to the understanding of the users of consolidated financial statements and accordingly we draw attention to Notes 51 and 52 to the consolidated financial statements, regarding uncertainties relating to recoverability of aforesaid receivables.

(i) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, M/s. Sunny Gogiya & Associates, Practising Company Secretary (CP:21563), Mumbai, had been appointed to undertake the Secretarial Audit of the Company for the Year 2022-23. The Secretarial Audit Report for the Year 2022-23 is annexed as Annexure II and forms part of this Annual Report.

The said Report, does not contain any qualification, reservation, adverse remark or disclaimer except as stated below:

(i) Delay in receipt of share certificates or any other document as an evidence of investment, from Mazaya Waste Management LLC, a company incorporated outside India, aggregating Rs.106 lakhs which has been fully impaired, as at MarcRs.31, 2023 and delay in filing the Annual Performance Report (APR) in respect of the aforementioned company beyond the timelines stipulated vide FED Master Direction No. 15/2015-16 under the Foreign Exchange Management Act, 1999.

Management response:

The Company is in the process of regularizing these defaults by filing necessary applications with the appropriate authority for condonation of such delays and the possible penalties etc., if any, which may be levied for these contraventions are likely to be condoned by the regulatory authorities.

(ii) Secretarial Audit of Material Unlisted Subsidiary

Sunny Gogiya & Associates, Practicing Company Secretary (CP:21563), Mumbai, had been appointed to undertake the Secretarial Audit of Antony Lara Enviro Solutions Private Limited, AG Enviro Infra Projects Private Limited and Antony Lara Renewable Energy Private Limited, material subsidiary companies of the Company in terms of Section 204 of the Act read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report(s) as issued by them are also annexed herewith as Annexure III and does not contain any qualification, reservation or adverse remark or disclaimer.

(iii) Annual Secretarial Compliance Report

The Company has undertaken an audit for the Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Sunny Gogiya & Associates, Practising Company Secretary (CP:21563), Mumbai, has been submitted to the Stock Exchanges and is annexed herewith as Annexure IV to this Annual Report.

7. SHARE CAPITAL

The Authorised and Paid-up Share capital of the Company as on MarcRs.31, 2023 continues to stand at Rs.1,82,99,26,960 and Rs.14,14,35,850 respectively.

During the year under review, the Company has not issued any shares or convertible securities and does not have any scheme for the issue of shares, including sweat equity to its employees or Directors except the AWHCL Employee Stok Option Plan 2022. As on MarcRs.31, 2023, none of the Directors of the Company hold convertible instruments of the Company in their individual capacity.

EMPLOYEES STOCK OPTION SCHEME

The members of the Company at its 21^st Annual General Meeting held on September 27, 2022 had approved AWHCL EMPLOYEE STOCK OPTION PLAN 2022 for grant of, from time to time, in one or more tranches, not exceeding 3,00,000 (Three Lakh) employee stock options to the identified employees of the Company and its subsidiary and associated companies. Further, a certificate from Secretarial Auditor i.e. Sunny Gogiya & Associates, Practising Company Secretary (CP:21563), Mumbai, had been received confirming that AWHCL EMPLOYEE STOCK OPTION PLAN 2022, has been implemented in compliance with the SEBI SBEB Regulations. A copy of the certificate has been uploaded on the website of the Company i.e. https://www.antony-waste.com/ Annualreports.html.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, are available on the website of the Company i.e. https://www.antony-waste.com/Annualreports.html.

8. CREDIT RATING

The Credit Rating of the Company on bank facilities has been upgraded by CARE Ratings, in the manner as detailed below:

Facilities	Amount (Rs. in Crore)	Ratings	Earlier rating
Long Term Bank Facilities	16.50 (Reduced from 27.50)	CARE BBB+; Stable	Revised from CARE BBB; Stable
Short Term Bank Facilities	19.00 (Reduced from 33.00)	CARE A3+	Revised from CARE A3

This reaffirms the reputation and trust the Company has earned for its sound financial management and its ability to meet its financial obligations.

9. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The Company being an Infrastructure Company, the provisions of Section 186 of the Act, except the Section 186(1), were exempted to it. Further, the details of any investment or advanced loans or a guarantee are stated in the notes to the Financial Statements.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Our internal control system is a fundamental pillar of our governance structure, designed to drive us towards the accomplishment of the Companys mission while safeguarding the valuable assets and ensuring the utmost accuracy and reliability in our reporting. By integrating robust policies, well-defined processes, efficient procedures, and best practices, we aim to proactively mitigate risks and provide reasonable assurance that our day-to-day operations are conducted with utmost efficiency and effectiveness. These measures include comprehensive monitoring procedures aimed at safeguarding all assets from unauthorized use or disposal. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

Your Company had appointed an external professional agency Suresh Surana & Associates LLP, Chartered Accountant, to conduct the internal audit for the year 2022-23.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188(1) of the Act. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Further, there are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. All related party transactions entered are mentioned in the notes to the financial statements.

The Policy on the Related Party Transactions is available on the Companys website at https://www.antony-waste. com/docs/New Data/AWHCL RPT Policy.pdf.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Board Structure. Further, as on MarcRs.31, 2023, the Company had following Members on the Board:

Name of the Director	Designation
Mr. Jose Jacob Kallarakal	Chairman and Managing Director
Mr. Shiju Jacob Kallarakal	Executive Director
Mr. Shiju Antony Kallarakal	Non-Executive Director
Mr. Ajit Kumar Jain	Independent Director
Ms. Priya Balasubramanian	Independent Director
Mr. Suneet K Maheshwari	Independent Director

KEY MANAGERIAL PERSONNEL (KMP)

There is no change in the KMP of the Company during the reporting period and the KMP of the Company as designated under provisions of Section 203 of the Act, are as under:

Sr. Name of KMP(s) No.	Designation
1 Mr. Jose Jacob Kallarakal	Chairman and Managing Director
2 Mr. Subramanian NG	Group Chief Financial Officer
3 Ms. Harshada Rane	Company Secretary and Compliance Officer

During the year, eight (8) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of this Annual Report.

The Board of Directors of the Company at its meeting held on August 11, 2023 and on the recommendation made by the Nomination and Remuneration Committee of the Company at its meeting held on even date has approved and recommended the re-appointment of the Mr. Jose Jacob Kallarakal (DIN:00549994) as the Chairman and Managing Director of the Company for the approval of Members for a period of 5 years with effect from December 12, 2023.

Further, in accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Shiju Jacob Kallarakal (DIN:00122525), Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for reappointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The above re-appointments form a part of the notice of the ensuing AGM and the resolutions are recommended for members approval.

DECLARATION OF INDEPENDENCE

Based on the declarations received from the Independent Directors (ID), the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149 of the Act and SEBI Listing Regulations that they are independent of the Management. Further, the IDs have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all Independent Directors are either exempted from / passed the online proficiency self-assessment test conducted by the IICA.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Over the years, the Company has developed a robust familiarisation process for the appointed Directors with respect to their roles and responsibilities. The process has been aligned with the requirements under the Act and other related regulations. The familiarization Programme for our Directors is customised to suit their individual interests and area of expertise. The Directors are encouraged to visit the plant of the Company and interact with members of Senior Management as part of the induction Programme. The Senior Management make presentations giving an overview of the Companys strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values, and culture and facilitates their active participation in overseeing the performance of the Management. Further, the details of the Familiarization programme provided to the Directors is hosted on the Companys website https://www.antony-waste.com/docs/New Policy/ FAMILIARIZATION PROGRAMME.pdf.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the NRC and the Board of Directors while making selection of the candidates.

The above policy has been uploaded on the website of the Company i.e. https://www.antony-waste.com/docs/ New_Policy/AWHCL_Nomination&Remuneration_Policy. pdf.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. Based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Board Evaluation was carried out on following parameters, namely:

• Composition and caliber of the Board

• Strategic direction and performance appraisal

• Comprehension of business operations, risk management, processes, and protocols

• Value creation for stakeholders and commitment to responsibilities

• Supervision of financial reporting, internal controls, and auditing functions

• Ethical standards, compliance, and oversight activities

To enhance the effectiveness of the Board evaluation for the financial year 2022-23, the Company opted to engage an Cerebrus Consultants, an External Agency. The primary objective of enlisting an external agency was to obtain unfiltered feedback from diverse Directors, fostering a more comprehensive view to enhance the Boards operational efficiency. A well-structured questionnaire was circulated to all Directors, soliciting their input. Additionally, the Chair of the Nominations and Remuneration Committee (NRC) collaborated with the External Agency to conduct personalized discussions with Independent Directors (IDs), as well as Executive and Non-Executive Directors. These individual interactions aimed to garner insights into the efficacy of Board and Committee processes.

In an exclusive session with Independent Directors, the performance of Non-Independent Directors, the overall Board, and the Companys Chairman were assessed, taking into consideration viewpoints from Executive and Non-Executive Directors alike.

The NRC meticulously evaluated the performance of individual Directors and the collective Board performance. Subsequent to the Independent Directors session and the NRC meeting, the Board convened to delve into the evaluations of the Boards performance, its various committees, and individual Directors, including the Chairman. This comprehensive approach culminated in the finalization of the Board evaluation for the 2022-23 fiscal year.

13. BOARD COMMITTEES

Regular meetings of the Board and its Committees are convened to discuss and make decisions on a range of business policies, strategies, financial matters, and other pertinent matters. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance. This proactive approach allows Directors to seamlessly integrate these meetings into their schedules, ensuring their active involvement and contribution to the discussions. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time.

The Board of Directors of the Company, has following mandatory/non-mandatory Committees in terms of the provisions of SEBI Listing Regulations and the Act:

(i) Administrative Committee

(ii) Audit Committee

(iii) Corporate Social Responsibility Committee

(iv) Nomination and Remuneration Committee

(v) Risk Management Committee

(vi) Stakeholder Relationship Committee

For more details on the composition, meetings, terms of reference etc., please refer to the Report on Corporate Governance annexed to Board report.

14. VIGIL MECHANISM

In terms of the provisions of the Act and the SEBI Listing Regulations, the Vigil Mechanism is implemented through the Companys Whistle Blower Policy to enable the Directors, employees, and all stakeholders of the Company to report genuine concerns or grievances about any unethical or unacceptable business practice and to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the Companys website i.e https://www.antony-waste.com/docs/ VigilMechanismPolicy.pdf.

15. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

In furtherance to the Companys philosophy of conducting business in an honest, transparent and ethical manner, the Board has laid down Anti-bribery and Anti-Corruption Policy as part of the Companys Code of Business Conduct. Your Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings. To spread awareness about the Companys commitment to conduct business professionally, fairly, and free from bribery and corruption policy education & questionnaire to evaluate understanding of the key requirements of the policy was conducted by Human resource department.

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies 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.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The report on particulars of conservation of Energy, Technology absorption and foreign exchange earnings and outgo are mentioned in Annexure V and form part of this Annual Report.

18. PARTICULARS OF EMPLOYEES

The Disclosure 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 annexed herewith as Annexure VI and form part of this Annual Report.

Details of employee remuneration as required under provisions of Section 197 of the Act read with Rule 5(2) and 5(3), are available to members for inspection at the Registered Office of the Company on every working day of the Company between 10 am to 12 noon up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write an e-mail to investor.relations@antonywaste.in.

19. CORPORATE GOVERNANCE

During the year under review, the Company complied with the applicable provisions relating to corporate governance as provided under the SEBI Listing Regulations. The compliance report together with a certificate from the Practising Company Secretary confirming compliance is provided in the Report on Corporate Governance annexed herewith as Annexure VII, and forms part of this Annual Report.

20. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

The Company has constituted of Internal Complaints Committee (ICC) under the POSH and has complied with the provisions relating to the same. The ICC has been set up comprising 5 (five) Members of whom 3 (three) are female employees, 1 (one) is male employee and 1 (one) external Member who is specialists in dealing with such matters. The employees are sensitized from time to time in respect of matters connected with prevention of sexual harassment. Awareness programs are conducted at sites to sensitize the employees to uphold the dignity of their female colleagues at workplace.

During the year under review, the Company has not received any complaints of sexual harassment.

21. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the draft of annual return of the Company for the financial year 2022-23 is uploaded on website and can be accessed on the website of the Company i.e. https://www.antony-waste.com/ Annualreports.html.

22. RISK MANAGEMENT POLICY OF THE COMPANY

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The Risk Management Policy is available on the Companys website i.e. https://www.antony-waste.com/ docs/RiskManagementPolicy.pdf.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to the Regulation 34(2)(f) of the SEBI Listing regulations, the Company has diligently prepared the Business Responsibility & Sustainability Report (BRSR). This report comprehensively outlines the Companys endeavors in the realms of environmental, social, and governance dimensions. BRSR report forms part of this Annual Report as required under Regulation 34(2) (f) of the Listing Regulations and is also available on the Companys website and can be accessed at https://www.antony- waste.com/Annualreports.html.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act and Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company constituted the Corporate Social Responsibility (CSR) Committee. The committee has the overall responsibility of identifying the areas of CSR activities, recommending the amount of expenditure to be incurred on the identified activities, implementing, and monitoring the CSR Policy from time to time and reporting progress on various initiatives.

Our Company has released a separate non statutory report on the activities undertaken under the CSR Initiatives during the year under review and same is available at website of the Company i.e. https://www.antony-waste. com/Annualreports.html.

Further, a statutory report on CSR activities and the contents of Corporate Social Responsibility policy annexed as Annexure VIII, forms part of this Annual Report.

25. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG") POLICY

The integration of Environmental, Social & Governance (ESG) factors into the business and financial landscape is gaining momentum. The Companies are increasingly under analysis from investors, regulators, consumers, and employees who seek to understand their approach to managing risks and opportunities related to climate change, natural resources, diversity/inclusion, workplace safety, supply chains, and corporate governance.

At AWHCL, responsible stewardship is deeply ingrained in our organizational ethos. In 2020, we formalized our ESG policy, embedding key factors into our operations to effectively manage ESG issues and communicate our progress transparently to stakeholders.

Our ESG journey has evolved, and we conducted an extensive exercise to identify and prioritize the most relevant sustainability themes and Key Performance Indicators pertaining to ESG issues. The Company has established an ESG Road-map and set goals for compliance and performance management over the next three years and beyond. Additionally, AWHCL has adopted the BRSR (Business Responsibility and Sustainability Reporting) framework, reaffirming our commitment to responsible stewardship throughout the organization and continually enhancing our sustainability-related reporting and disclosures.

The ESG Policy is available on the Companys website i.e. https://www.antonv-waste.com/docs/ESGPolicv.pdf.

26. HEALTH, SAFETY AND ENVIRONMENT

The Companys policy on health, safety and environment aims at healthy, safe, and productive work environment, by providing continuous training and adopting the best of safety practices and monitoring the stated practices. Every employee, whether in a direct or indirect capacity, undergoes comprehensive training in essential technical skills such as first aid and firefighting. To ensure preparedness for unforeseen circumstances, mock drills featuring carefully conceived scenarios are regularly executed across all operational sites. These drills serve as a means to keep the workforce vigilant, poised, and adept in effectively managing a spectrum of emergencies.

27. RESIDUARY DISCLOSURES

During the year under review:

i. the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

iv. the provisions of Section 125(2) of the Act, do not apply as there was no unclaimed dividend in the previous years;

v. the Company has not transferred any amount to the reserves of the Company. Hence, disclosure under Section 134(3)(j) of the Act is not applicable;

vi. the Company has not accepted any public deposits under Section 73 of the Act. Hence, disclosure under Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)

(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

viii. the Company was not required to maintain the cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act were not applicable for the business activities carried out by the Company.

ix. the Company has complied with the applicable Secretarial Standards (SS1 and SS2) as issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

x. No material changes or commitments have occurred between the end of the financial year and the date of this Report, which affect the Financial Statements of the Company with respect to the reporting year.

xi. there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xii. There were no agreements that subsist as on the date of notification of clause 5A to para A of part A of schedule III of SEBI Listing Regulations

28. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

29. ACKNOWLEDGEMENT

Your Directors thank the various Central and State Government Departments, Organisations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business partners for the excellent support received from them during the year.

The Directors are happy to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

30. CAUTIONARY STATEMENT

All the Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, or predictions may be forward looking statements within the meaning of applicable securities laws and regulations.

Actual results of operations may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated without expectations with respect to, but not limited to, regulatory changes pertaining to the logistics sector and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our Companys exposure to market risks, general economic and political conditions in India which have an impact on our Companys business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industry we operate in.

The Company is not obliged to publicly amend, modify, or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

For and on Behalf of Board of ANTONY WASTE HANDLING CELL LIMITED

		JOSE JACOB KALLARAKAL
Date :	August 25, 2023	CHAIRMAN AND MANAGING DIRECTOR
Place	: Thane	DIN:00549994