antony waste handling cell ltd share price Directors report

Dear Members of AWHCL,

Your directors are pleased to present the Twenty First Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the year 2021-22.

1. STATE OF AFFAIRS OF THE COMPANY

The performance of the Solid Waste Management Business is detailed out in the Management Discussion and Analysis Report, which forms part of this Report.

2. FINANCIAL HIGHLIGHTS

(C in Lakh except Earnings per Share)

Particulars	Standalone		Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from Operation	5,525	5,402	64,842	46,505
Other Income	1,594	645	1,837	1,571
Total Revenue	7,119	6,047	66,679	48,076
Total Expenses	4,753	4,591	55,409	41,017
Profit/Loss before tax	2,366	1,456	11,269	7,059
Tax Expenses	510	64	2,229	652
Net Profit/Loss after tax	1,856	1,392	9,040	6,407
Other comprehensive income/(loss) for the year, (net of tax)	50	(15)	104	(48)
Total comprehensive income/(loss) for the year	1,906	1,377	9,144	6,359
Earnings per Share (Basic & Diluted) (in C)	6.56	5.29	24.00	17.14

3. DIVIDEND

With a view to conserve resources for the continued growth, the Directors have though it prudent not to recommend any dividend for the year under review.

Further, in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the Companys website at www.antony-waste.com.

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 companies/LLP during the year under review are as follows:

ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED

During the year under review, the Antony Lara Enviro Solutions Private Limited has reported total revenue of C 16,354 lakh for the current year as compared to C 14,363 lakh in previous year. The Total comprehensive Income for the year under review amounted to C 6,272 lakh in the current year as compared to Income of C 4,955 lakh in the previous year.

AG ENVIRO INFRA PROJECTS PRIVATE LIMITED

During the year under review, AG Enviro Infra Projects Private Limited has reported total revenue of C 33,132

lakh for the current year as compared to C 24,988 lakh in previous year. The Total comprehensive Income for the year under review amounted to C 1,324 lakh in the current year as compared to loss of C 630 lakh in the previous year.

ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED

During the year under review, Antony Lara Renewable Energy Private Limited has reported total revenue of C6,511 lakh for the current year as compared to C 2,172 lakh in previous year. The Total comprehensive Income for the year under review amounted to C 664 lakh in the current year as compared to Income of C 338 lakh in the previous year.

VARANASI WASTE SOLUTIONS PRIVATE LIMITED

During the year under review, Varanasi Waste Solutions Private Limited has reported total revenue of C 4,837 lakh for the current year as compared to C 802 lakh in previous year. The Total comprehensive Income for the year under review amounted to C 357 lakh in the current year as compared to Income of C 91 lakh in the previous year.

AL WASTE BIO REMEDIATION LLP

During the year under review, AL Waste Bio Remediation LLP has reported total revenue of C 208 lakh for the current year. The Total comprehensive Loss for the year under review amounted to C 120 lakh in the current year.

KL ENVITECH PRIVATE LIMITED

During the year under review, KL EnviTech Private Limited has reported total revenue of C25 lakh for the current year as compared to C 11 lakh in previous year. The Total comprehensive Loss for the year under review amounted to C 5 lakh in the current year as compared to Income of C 105 lakh in the previous year.

ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT SERVICES PRIVATE LIMITED

During the year under review, Antony Infrastructure and Waste Management Services Private Limited has reported total revenue of C 268 lakh for the current year as compared to C 290 lakh in previous year. The Total comprehensive Income for the year under review amounted to C 16 lakh in the current year as compared to loss of C 5 lakh in the previous year.

ANTONY REVIVE EWASTE PRIVATE LIMITED

During the year under review, Antony Revive Ewaste 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 C 38 lakh in the current year as compared to loss of C 25 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. Hence, our Company wished to write-off its investment in the shares of Mazaya and has submitted application to Reserve Bank of India seeking permission to write-off the entire amount of investment.

ANTONY LARA RENEWABLE LLP

During the year under review, the name of Antony Lara Renewable LLP, subsidiary, has been struck off from the Register and the said LLP is dissolved vide order of Registrar of Companies, Mumbai dated November 15, 2021.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the Year 2021-22 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 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 are 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 www.antony- waste.com 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 16^th Annual General Meeting of members of the Company at their Meeting held on September 30, 2017, for a term of 5 years from the conclusion of 16^th Annual General Meeting till the conclusion of 21^st Annual General Meeting to be held in year 2022.

Since the first term is being concluded at the ensuing Annual General Meeting and as per the Act, a firm can be appointed for two terms, the Board of Directors of the Company, on the recommendation of the Audit Committee, has approved and recommended to the members for their approval, re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) as Statutory Auditors for the second term of 5 years commencing from the conclusion of ensuing 21^st Annual General Meeting till the conclusion of 26^th Annual General Meeting to be held in calendar year 2027.

During the year, the statutory auditors have confirmed that they satisfy the Independence and Eligibility criteria required under the Act.

No frauds have been reported by the Statutory Auditors during the year 2021-22 pursuant to the provisions of Section 143(12) of the Act.

The Auditors Report for the year 2021-22 does not contain any qualification, reservation, adverse remark, or disclaimer except as stated below:

Standalone Financial Statements
Qualified Opinion	Management Response
As explained in Note 46 to the accompanying standalone financial statements, the Companys non-current trade receivables as at 31 March 2022 include certain long outstanding receivables aggregating H 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 March 2022 and the consequential impact, on the accompanying standalone financial statements. Our audit report for the year ended 31 March 2021 was also qualified in respect of this matter.	Trade receivables (non-current) as at 31 March 2022 include amounts which are due from the Municipal Corporations aggregating H 805.13 lakhs (31 March 2021: H 805.13 lakhs), which are outstanding for a long time. Out of H 805.13 lakhs, amount aggregating H 60.13 lakhs (31 March 2021: H 60.13 lakhs) are presently under arbitration, amounts aggregating H 125.98 lakhs (31 March 2021: H 125.98 lakhs) are presently pending with the dispute resolution committee of the Municipal Corporation, H 55.02 lakhs (31 March 2021: H 55.02 lakhs) are presently disputed and being discussed with the Municipal Corporations and H 564.00 lakhs (31 March 2021: H 564.00 lakhs) are presently disputed and pending with 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 receivable in due course and hence, the same are considered as good of recovering amounts as at the balance sheet date.
Key audit matter	Management Response
The Company, as at 31 March 2022, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to H 4,157.04 lakhs and H 4,628.24 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.	Trade receivable (current) and other financial assets (current) as at 31 March 2022 include amounts of H 983.85 lakhs (31 March 2021: H 1,406.02 lakhs) and H 4,579.82 lakhs (31 March 2021: H 4,196.10 lakhs) respectively, which represents escalation claim and minimum wages, respectively recoverable from Municipal Corporation, which are overdue for substantial period of time and the claims are currently under review with municipal corporation. Based on the contractual tenability of the claims, progress of the discussion and relying on the legal opinion and past experience of recovering such amounts from municipalities, the Company is hopeful of recovering these amounts in due course and hence, the same are considered as good of recovery as at the balance sheet date and has thus determined that no provision is required to be recognized for these receivables in the accompanying standalone financial statements of the Company.
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.
Standalone Financial Statements
Key audit matter	Management Response
Further, out of the above, current trade receivables and other current financial assets aggregating to H 983.85 lakhs and H 4,579.82 lakhs, respectively, represent various amounts outstanding towards escalation claim and minimum wages in respect of an on-going project from one of the municipal corporation which has been considered as fundamental to the understanding of the users of standalone financial statements and accordingly we draw attention to Note 47 of the standalone financial statements, regarding uncertainties relating to recoverability of aforesaid receivables.
Emphasis of Matter	Management Response
We draw attention to Note 53 to the accompanying standalone financial statements with respect to COVID-19 pandemic outbreak and managements evaluation of its impact on the operations of the Company and on the accompanying standalone financial statements for the year ended 31 March 2022. Our opinion is not modified in respect of this matter.	The outbreak of COVID 19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The nationwide lockdown ordered by the Governments has resulted in significant reduction in economic activities and impacted the operations of the Company in the short term in terms of decrease in revenue due to reduction in volume of collection of wastes during the current and previous years. The Company has determined that the future uncertainties will not have a significant impact on the operations of the Company and the possible effects that may result from the pandemic on the carrying amounts of assets and liabilities. In developing the assumptions, the Company, as at the date of approval of these financial results has used internal and external sources of information on the expected future performance of the Company. The eventual outcome of impact of COVID-19 on the Companys financial results may be different from those estimated as at the date of approval of these financial results depending on how long the pandemic lasts and time period taken for the economic activities to return to normalcy.
Consolidated Financial Statements
Qualified Opinion	Management Response
As explained in Note 50 to the accompanying consolidated financial statements, the Holding Companys noncurrent trade receivables as at 31 March 2022 include certain long outstanding receivables aggregating H 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 March 2022 and the consequential impact, on the accompanying consolidated financial statements. Our audit report for the year ended 31 March 2021 was also qualified in respect of this matter.	Trade receivables (non current) as at 31 March 2022 include amounts which are due from the Municipal Corporations aggregating H 805.13 lakhs (31 March 2021: H 805.13 lakhs), which are outstanding for a long time. Out of H 805.13 lakhs (31 March 2021: H 805.13 lakhs), amount aggregating H 60.13 lakhs (31 March 2021: H 60.13 lakhs) are presently under arbitration, amounts aggregating H 125.98 lakhs (31 March 2021: H 125.98 lakhs) are presently pending with the dispute resolution committee of the Municipal Corporation, H 55.02 lakhs (31 March 2021: H 55.02 lakhs) are presently disputed and being discussed with the Municipal Corporations and H 564.00 lakhs (31 March 2021: H 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 receivable in due course and hence, the same are considered as good for recovery as at the reporting date.
Consolidated Financial Statements
Key audit matter	Management Response
The Group, as at 31 March 2022, has trade receivables and other current financial assets (reimbursement receivable from municipalities) amounting to H 16,573.44 lakhs and H 4,965.89 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.	Trade receivable (current) and other financial assets (current) as at 31 March 2022 include amounts of H 983.85 lakhs and H 4,579.82 lakhs (31 March 2021: H 1,406.02 lakhs and H 4,196.10 lakhs) respectively, which represents escalation claim and minimum wages, respectively recoverable from Municipal Corporation, which are overdue for substantial period of time and the claims are currently under review with municipal corporation. Based on the contractual tenability of the claims, progress of the discussion and relying on the legal opinion and past experience of recovering such amounts from municipalities, the Holding Company is hopeful of recovering these amounts in due course and hence, the same are considered as good of recovery as at the reporting date and has thus determined that no provision is required to be recognised for these receivables in the financial statements.
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.
	Trade receivable (current) as at 31 March 2022 include amounts of H 2,943.91 lakhs (31 March 2021: H 1,916.97 lakhs), which represent outstanding dues recoverable from municipal corporation, of which outstanding for more than 6 months amounts to H 1,518.75 lakhs (31 March 2021: H 688.93 lakhs). The project has been completed in the current year and went for re-bidding process and the subsidiary company has been rewarded the contract. Subsequent to the balance sheet date, the subsidiary company has further received an amount of H 186.77 lakhs from the municipal corporation. Based on the contractual tenability, progress of the discussion and past experience of recovering such amount from municipalities, the management is hopeful of recovering these amounts in due course and hence, the same are considered as good of recovery as at the balance sheet date and has thus determined that no provision is required to be recognised for these receivables in the financial statements.
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.
Further, out of the above, current trade receivables and other current financial assets aggregating H 3,927.76 lakhs and H 4,579.82 lakhs, respectively, represent various amounts outstanding towards escalation claim and minimum wages in respect of an on-going project from one of the municipal corporation which has been considered as fundamental to the understanding of the users of consolidated financial statements and accordingly we draw attention to Notes 51 and 52 of the consolidated financial statements, regarding uncertainties relating to recoverability of aforesaid receivables.
Emphasis of Matter	Management Response
We draw attention to Note 54 to the accompanying consolidated financial statements with respect to COVID-19 pandemic outbreak and managements evaluation of its impact on the operations of the Group and on the accompanying consolidated financial statements for the year ended 31 March 2022. Our opinion is not modified in respect of this matter.	The outbreak of COVID 19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The nationwide lockdown ordered by the Governments has resulted in significant reduction in economic activities and impacted the operations of the Group in the short term in terms of decrease in revenue due to reduction in volume of collection of wastes. The Group has considered the possible effects that may result from the pandemic on the carrying amounts of assets and liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions, the Group, as at the date of approval of these financial statements has used internal and external sources of information on the expected future performance of the Group. The eventual outcome of impact of COVID-19 on the Groups financial statements may be different from those estimated as at the date of approval of these financial statements depending on how long the pandemic lasts and time period taken for the economic activities to return to normalcy.

(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) had been appointed to undertake the Secretarial Audit of the Company for the Year 2021-22. The Secretarial Audit Report for the Year 2021-22 is annexed as Annexure II and forms part of this 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 H 106 lakhs which has been fully impaired, as at March 31, 2022 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 regularising 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) The Company has delayed in the filing of form FC-TRS with RBI w.r.t. equity shares offloaded by the Selling Shareholders during the process of Initial Public Offer of the Company.

Management Response:

The Company was required to file 4 forms FC- TRS in toto and as on date of this report all forms are filed with applicable fees, and the same has been approved by the RBI.

(ii) Secretarial Audit of Material Unlisted Subsidiary

Sunny Gogiya & Associates, Practising Company Secretary (CP:21563) 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 and 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 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Sunny Gogiya & Associates, Practising Company Secretary (CP:21563) has been submitted to the Stock Exchanges and is annexed herewith as Annexure IV to this Report.

7. SHARE CAPITAL

The Authorised and paid-up Share capital of the Company as on March 31, 2022 continues to stand as H 1,82,99,26,960 and H 14,14,35,850 respectively.

During the year under review, the Company has not issued any shares or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity to its Employees or Directors. As on March 31, 2022, none of the Directors of the Company hold convertible instruments of the Company in their individual capacity.

8. CREDIT RATING

During the year under review, CARE RATING, a reputed rating agency, has upgraded the credit rating of the Company which is as follows:

Facilities	Amount (D in Crore)	Ratings	Earlier rating
Long Term Bank Facilities	27.50	CARE BBB; Stable (Triple B; Outlook: Stable)	CARE BBB-; Stable (Triple B Minus; Outlook: Stable)
Short Term Bank Facilities	33.00	CARE A3 (A Three)	Reaffirmed
Total Bank Loan Facilities	60.50	-	-

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 the Section 186 of the Act were exempted to it. Further, the details of any investment or advanced any loans or a guarantee are stated in the notes to the Financial Statements.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Adequate internal control, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorised use or disposition. The Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorised, recorded and reported correctly. 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 2021-22.

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 are mentioned in the notes to the accounts.

The Policy on the Related Party Transactions is available on the Companys website at www.antony-waste.com.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there have been no change in the Board Structure except the following:

• Mr. Ajit Kumar Jain, Ms. Priya Balasubramanian and Mr. Suneet K Maheshwari, Independent Directors of the Company, were re-appointed as Independent Directors of the Company for a second term of 5 (five) consecutive years commenced from December 12, 2021 to December 11, 2026 as approved by the members of the Company at Twentieth Annual General Meeting of the Company held on September 27, 2021.

• Pursuant to the amended and restated investment

agreement dated December 7, 2018, the Investors had a right to nominate one Director on Board of the Company basis their shareholding in the Company. Consequent to the sale of the entire shareholding in the Company by the Investors, Mr. Karthikeyan Muthuswamy, (DIN: 01456527), Non-Executive

Nominee Director in consultation with the Investors, has resigned from the Board of the Company with effect from October 30, 2021. The Board placed on record its appreciation for the valuable inputs provided by Mr. Karthikeyan Muthuswamy, while on the Board of the Company.

• Mr. Shiju Antony Kallarakkal, Promoter of the Company, was appointed as an Additional Director (Non-Executive) on the Board of the Company w.e.f. November 12, 2021. Accordingly, Mr. Shiju Antony Kallarakkal, holds office up to the date of 21^st Annual General Meeting.

Further, as on March 31, 2022, Company had following

Members on the Board:

Name of the Director	Designation
Jose Jacob Kallarakal	Chairman and Managing Director
Shiju Jacob Kallarakal	Executive Director
Shiju Antony Kallarakkal	Non-Executive Director
Ajit Kumar Jain	Independent Director
Priya Balasubramanian	Independent Director
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 are as under:

Sr. No. Name of KMP(s)	Designation
1 Jose Jacob Kallarakal	Chairman and Managing Director
2 N G Subramanian	Group Chief Financial Officer
3 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 which forms part of this report.

The Board of Directors of the Company at its meeting held on June 20, 2022 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 appointment of the Mr. Shiju Antony Kallarakkal (DIN:02470660) as Non-Executive Director of the Company for the approval of members.

Further, in accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Jose Jacob Kallarakal (DIN:00549994), 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 appointments and 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, 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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors inducted to the Board are given a formal orientation. 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.

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. www.antony-waste.com.

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 quality of Board

• Strategy and performance evaluation

• Understanding business including risks process and procedures

• Stakeholder value and responsibility

• Oversight of financial reporting process including internal controls and audit functions

• Ethics and Compliance and Monitoring Activities etc.

The structured questionnaire was circulated to all the Directors and feedback was sought on the same. Further, the chairman of the NRC had one-on-one meetings with the Independent Directors (IDs), the Executive and NonExecutive Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of the IDs, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other NonExecutive Directors.

The NRC reviewed the performance of the individual Directors and the Board as a whole. In the Board meeting

that followed the meeting of the IDs and the meeting of NRC, the performance of the Board, its committees, and individual Directors including Chairman were discussed. The Board evaluation was completed for the year 2021-22.

13. BOARD COMMITTEES

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. 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 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 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. www.antony-waste.com.

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 had 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 conversation of Energy, Technology absorption and foreign exchange earnings and outgo are mentioned in Annexure V and forms part of this 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 forms part of this 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 a.m. 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@antonyasia.com.

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 the compliance is provided in the Report on Corporate Governance annexed herewith as Annexure VII, and forms part of this 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 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 members 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, draft of annual return of the Company for the financial year 2021-22 is uploaded on website and can be accessed on the website of the Company i.e. www.antony-waste.com.

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 Risk Management Policy is available on the Companys website i.e. www.antony-waste.com.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to the Regulation 34(2)(f) of the SEBI Listing regulations, the Company is voluntary adopting to release its first Business Responsibility and Sustainability Reporting for the year 2021-22 and have annexed a separate section on the same which forms part of this Report.

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.

During the year under review, the Company including its subsidiaries works through the various implementing agencies towards supporting projects in the two major areas i.e. (i) Promoting Education, and (ii) promoting health care including preventive health care. The Company has launched two major projects in the above areas i.e. AWHCL Shiksha and AWHCL Aarogya Further, the Companys CSR efforts included COVID-19 relief in multiple states where it operates.

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

25. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE POLICY & PERFORMANCE

ESG or Environmental, Social & Governance (ESG) factors are progressively being mainstreamed in business and finance. Companies are being evaluated more and more by the investors, regulators, consumers and employees who want to understand how they are managing the risks and opportunities related to climate change, natural resources, diversity/inclusion, safety at work, supply chains, and corporate governance.

The stakeholders are clearly communicating their expectations that the companies establish proactive ESG programs and policies. The recent pandemic with its huge

challenges and gradual recovery has placed even greater value on ESG disclosures and engagement. Regulators across the world, including in India, are including ESG compliance as part of their plans for economic growth and sustainable development agenda.

At AWHCL, responsible stewardship is a commitment and an organizational priority. Towards that, we formalised the ESG policy in 2020 to embed all the key factors in our operations, to guide our Company in managing the ESG issues effectively and also communicating our progress to the stakeholders.

Our ESG journey advanced in the current year as we conducted an extensive exercise to further manifest the most relevant sustainability themes and Key Performance Indicators related to ESG issues. The Company has developed and adopted an ESG Road-map and has set goals for compliance and performance management over the next three years and beyond.

AWHCL also adopted BRSR this year to uphold the responsible stewardship across our organization and to continue enhancing our sustainability related reporting and disclosures.

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. All employees direct or indirect are trained in technical skills like, first aid, firefighting etc. Mock drills with an envisaged scenario are conducted at all sites to keep the work force alert, ready and trained to handle all 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. 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.

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

AH 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 26, 2022	CHAIRMAN AND MANAGING DIRECTOR
Place : Thane	DIN: 00549994