anupam rasayan share price Directors report

To,

The Members,

Anupam Rasayan India Limited

Your directors have pleasure in presenting the 20th (Twentieth) Annual Report (the "Annual Report") on the business and operations of the Company comprising the ‘Management Discussion and Analysis Report, ‘Board of Directors Report read with its Annexures, ‘Corporate Governance Report read with its Annexures, ‘Business Responsibility and Sustainability Report and ‘Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

. FINANCIAL HIGHLIGHTS

Table 1

Amount (_) in Million

PARTICULARS	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	12,841.23	10,737.66	16,019.05	10,737.66
Other Income	21.86	73.41	85.69	73.41
Total Income	12,863.09	10,811.07	16,104.74	10,811.07
Profit before Depreciation and Tax	3,077.94	2,802.97	3,772.68	2,813.19
Less: Depreciation	655.59	601.16	710.81	601.16
Profit before tax	2,422.35	2,201.81	3,061.87	2,212.03
Less: Provision for Income Tax	555.00	391.37	725.76	394.10
Less/(Add): Deferred tax Liability/(Assets)	182.06	302.68	182.39	302.68
Add/(Less): Share of net profit of associates	-	-	14.75	6.53
Profit after tax	1,685.29	1,507.76	2,168.46	1,521.79
Add: Balance B/F from the previous year	4,824.84	3,430.17	4,844.89	3,436.19
Less: Other comprehensive loss for the year (net of tax)	19.30	13.17	19.92	13.17
Less: Transfer to Non-Controling Interest	-	-	359.55	-
Less: Impact of loss written off	-	-	13.54	-
Less: Equity Share Dividend paid	204.84	99.92	204.84	99.92
Balance Profit/(Loss) C/F to the next year	6,285.99	4,824.84	6,415.50	4,844.89

(Figures have been rounded off)

*Note: The figures of the previous period have been re-grouped/rearranged and/or re-casted wherever considered necessary.

_. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

2.1 Business information

Your Company is one of the leading companies engaged in the custom synthesis (CSM) and manufacturing of specialty chemicals in India. The Company has two verticals: Life science related Specialty Chemicals comprising products related to Agrochemicals, Personal Care, and Pharmaceuticals, Other Specialty Chemicals comprising Specialty Pigment and Dyes, and Polymer Additives. The Company caters to a diverse base of Indian and global customers. It is currently manufacturing products for over 71 domestic and international customers, including 27 multinational companies.

The Company operates via its six manufacturing facilities in Gujarat, India, with four facilities located at Sachin, Surat, and two located at Jhagadia, Bharuch with an aggregate installed capacity of about 27,000 MT, as of March 31, 2023. The Company offers multistep synthesis and undertakes complex chemical reactions technologies, for a diverse base of Indian and global customers. In view of the underlying long-term contracts with domestic and global customers, spanning a period from 2 to 5 years, your Companys growth prospects are strong. The Company is focussed on developing in-house innovative processes for manufacturing products requiring complex chemistries and achieving cost optimization. There is no change in the nature of business during the year under review.

2.2 Financial information

During the financial year under review:

- on a standalone basis, the Company has achieved operating revenue of _ 12841.23 Million as compared to _ 10737.66 Million in the previous year, with a Y-o-Y growth of 20%. The Company has earned a net profit

(PAT) of _ 1685.29 Million as compared to _ 1507.76 Million in the previous year, with a Y-o-Y growth of 12%.

- on a c onsolidated basis, the Company has operating revenue of _ 16019.05 Million achieved as compared to _ 10737.66 Million in the previous year, with a Y-o-Y growth of 49%. The Company has earned a net profit (PAT) of _ 2168.46 Million as compared to in the previous year, with a Y-o-Y growth of 42%.

(Figures have been rounded off)

Table 2: Revenue Distribution by Geographical Segments

Location	FY 22	FY 23
Europe	26%	30%
Japan	12%	16%
Singapore	11%	11%
China	4%	4%
North America	1%	2%
India+SEZ	44%	36%
Rest of world	1%	0%

(*all percentages in above charts have been rounded off to zero decimal and are based on the standalone financial statements)

. TRANSFER TO RESERVES

The Company has not transferred any amount to ‘General Reserve during the financial year 2022-23.

y. DIVIDEND

Based on the Companys performance, the Directors had declared 1 _ interim dividend of _ 0.40/- at 4% per Equity Share of the face value of _ 10/- each fully paid-up, 2_ interim dividend of _ 0.60/- at 6% per Equity Share of the face value of _ 10/- each fully paid-up and 3_ interim dividend of _ 1.50/- at 15% per Equity Share of the face value of _ 10/- each fully paid-up. The total dividend for FY 2022-23 would be _ 2.50/- per Equity Share of the face value of _ 10/- each fully paid-up.

The Company had declared and recommended the dividend in FY 2022-23 and 2021-22 which are as under:

Table 3: Dividend details

PARTICULARS	FY 2022-2023		FY 2021-2022
	Dividend Per Share (In _)	Dividend Payout Amount (_ In Million)	Dividend Per Share (In _)	Dividend Payout Amount (_ In Million)
1st Interim dividend	0.40	(3)40.11	0.50	(1)49.96
2_ Interim dividend	0.60	(4)64.44	-	-
3_ Interim Dividend	1.50	(5)161.20	-	-
Final dividend	-	-	1.00	(2)100.29
Total dividend	2.50	265.75	1.50	150.25
Dividend Pay-out ratio (Interim and final dividend)	15.77%		9.96%

Notes to table:

(1) Number of fully paid up Equity Shares considered for distribution of dividend was 99922391 Equity Shares. (2) Number of fully paid up Equity Shares considered for distribution of dividend was 100274855 Equity Shares. (3) Number of fully paid up Equity Shares considered for distribution of dividend was 100287199 Equity Shares. (4) Number of fully paid up Equity Shares considered for distribution of dividend was 107399046 Equity Shares. (5) Number of fully paid up Equity Shares considered for distribution of dividend was 107464617 Equity Shares.

The Company declares and pay dividends in Indian rupees. The Company is required to pay/distribute dividend after deducting the applicable withholding income taxes. The remittance of dividend outside India is governed by Indian law on foreign exchange and is also subject to the withholding tax at applicable rates.

The dividend declared by the Directors of the Company is in accordance with the Companys ‘Dividend Distribution Policy, which is available at the Companys website and can be accessed at https://www.anupamrasayan.com/dividend-distribution-policy/

The details of unpaid and unclaimed amounts related to the dividend paid in the financial year 2022-23, lying with the Company, is uploaded on Companys website www. anupamrasayan.com. Pursuant to the provisions of Section 124 of the Act, those dividend amounts that have remained unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF") established pursuant to the Section 125 of the Act. As on March 31, 2023, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF. The contact details of the Nodal O_icer, Mr. Amit Khurana, Chief Financial O_icer of the Company, as required under the provisions of IEPF Rules, are available on the Companys website www.anupamrasayan.com.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

5.1 Board & KMP

• Bo ard Composition:

- Dr. Kiran C Patel, Chairperson and Non-Executive Director

- Mrs. Mona Desai, Vice-chairperson and Whole-time Director

- Mr. Anand Desai, Managing Director

- Mr. Milan Thakkar, Non-Executive Director

- Mr. Hetul Mehta, Independent Director

- Mr. Vijay Batra, Independent Director

- Mr. Vinesh Sadekar, Independent Director and

- Dr. Namrata Jariwala, Independent Director

• Whole-Time Key Managerial Personnel

- Mr. Amit Khurana, Chief Financial O_icer

- Mr. Vishal Thakkar, Deputy Chief Financial O_icer

- Ms. Suchi Agarwal, Company Secretary and Compliance O_icer (till March 15, 2023)

- Mr. Ashish Gupta, Deputy Company Secretary and Compliance O_icer (w.e.f. March 16, 2023)

- Dr. Nilesh Naik, Technical Head

- Dr. Anuj Thakar, R&D (Process Development) Head and Unit II Head

- Mr. Ravi Desai, Head Sales & Marketing

- Mr. Vikash Chander, Senior Business Manager

5.2 Directors retire by rotation

As per the provisions of the Act and Articles of Association of the Company, Mr. Anand Desai (DIN: 00038442), Managing

Director of the Company, is liable to retire by rotation in the 20th Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the 20th Annual General Meeting of the Members of the Company.

5.3 Changes in Directors and Key Managerial Personnel (KMP)

During the year under review:

• Mr. Vikash Chander was designated as Senior Business Manager and categorized as key managerial personnel with effect from May 13, 2022.

• Mr. Hetul Mehta, Mr. Vijay Batra, and Mr. Vinesh Sadekar, who were appointed as an independent director of the Company for a term of 2 (two) years up to November 8, 2022, and Dr. Namrata Jariwala who was appointed as an independent director of the Company for a term of 2 (two) years up to December 3, 2022, were re-appointed in annual general meeting held on September 15, 2022 for a second and final term of 2 (two) years effective immediately after expiry of their current term. i.e. from November 9, 2022 up to November 8, 2024 and December 4, 2022 up to December 3, 2024 respectively.

• Ms. Suchi Agarwal has resigned from the post of Company Secretary and Compliance O_icer with effect from the closing business hours of March 15, 2023.

• Mr. Ashish Gupta was appointed as Deputy Company Secretary and Compliance O_icer of the Company and was designated as Key Managerial Personnel of the Company with effect from the opening business hours of March 16, 2023.

A_er the closure of the year:

• Mr. Gopal Agarwal has been appointed as Chief Executive O_icer and was designated as Key Managerial Personnel of the Company with effect from September 11, 2023;

• Mr. Ashish Gupta who was appointed as Deputy Company Secretary and Compliance O_icer of the Company, has been appointed as the Company Secretary and Compliance O_icer and designated as the Whole Time Key Managerial Personnel of the Company with effect from September 07, 2023;

5.4 Declaration by the Independent Directors

The Board is of the opinion that (i) Mr. Hetul Mehta, (ii) Mr. Vijay Batra, (iii) Mr. Vinesh Sadekar, and (iv) Dr. Namrata Jariwala, the independent directors of the Company (the "Independent Director(s)") are independent in terms of Section 149(6) of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and are the persons of integrity and also possess the relevant expertise and experience of their relevant fields to discharge their duties as an independent director. Further, they have provided their declarationofindependenceunderSection149(7)andSchedule IV of the Act and Regulation 25(8) of the Listing Regulations. All the Independent Directors have confirmed that they have complied with the provisions of sub-rule (1) and sub-rule (2) of Rule 6 of The Companies (Appointment and Qualification of Directors) Rules, 2014, in relation to the inclusion of their name in the data bank of independent directors and have passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs except the independent director who is exempted from passing the said test.

_. ANNUAL RETURN

In compliance of Section 92 and Section 134 of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2022-23 is available on the Companys website and can be accessed at https://anupamrasayan.com/pdf/Company%20 Performance%20and%20Financial%20Reports/Annual_ Return_FY_2022_23.pdf.

_. MEETINGS

The number and dates of meetings of the Board and its Committees are set out hereunder and the attendance of Board and Committee Meetings are also set out in the Corporate Governance Report forming part of this Annual Report. The intervening gap between Board meetings was within the period prescribed under the provisions of Section 173 of the Act and Listing Regulations.

The composition of the Audit Committee and other statutory committees constituted by the Board under the provisions of the Act and Listing Regulations are set out in the Corporate Governance Report, which forms the part of this Annual Report.

7.1 Board Meetings

The Board conducted 11 (Eleven) Board meetings during the FY 2022-23. The maximum gap between the two meetings did not exceed 120 days, as prescribed under the Act.

Table 4: Board Meeting Details

SR. NO.	Date of Board Meeting
1	April 12, 2022
2	May 12, 2022
3	May 24, 2022
4	July 25, 2022
5	August 13, 2022
6	September 03, 2022
7	September 28, 2022
8	October 27, 2022
9	December 07, 2022
10	January 27, 2023
11	March 15, 2023

7.2 Committee meetings

The Committee meetings held during the FY 2022-23 are as set out in the below table:

Table 5: Committee Meetings Details

Audit Committee 9 meetings	Nomination and Remuneration Committee 5 meetings	Corporate Social Responsibility Committee 3 meetings	Stakeholders Relationship Committee 1 meeting
	Dates of Meetings
May 12, 2022	May 11, 2022	May 24, 2022	July 11, 2022
July 24, 2022	July 22, 2022	September 01, 2022
August 13, 2022	November 12, 2022	January 23, 2023
September 02, 2022	January 09, 2023
September 28, 2022	February 25, 2023
October 27, 2022
December 06, 2022
January 26, 2023
March 14, 2023

 

Risk Management Committee 2 meetings	Sustainability Committee 2 meetings	Fund Raise Committee 2 meetings
	DATES OF MEETINGS
September 26, 2022	July 09, 2022	October 03, 2022
March 23, 2023	August 30, 2022	October 04, 2022

. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors of the Company confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had selected such accounting policies and applied them consistently, and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the profit of the Company for the said period;

iii) The Directors had taken proper and su_icient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting any frauds and other irregularities;

iv) The Directors have prepared the annual accounts on a ‘going concern basis;

v) The Directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws, and such systems are adequate and operating effectively.

_. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirements as set out by the SEBI. The Company has also implemented several best governance practices.

A detailed Corporate Governance Report ("CG Report") as stipulated under Regulation 34(3) read with Part C of Schedule V of the Listing Regulations is forming part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the CG Report.

. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, a Management Discussion and Analysis Report ("MD&AR") giving comprehensive coverage of the issues relating to the industry trends, Company performance, business and operations etc., is forming part of this Annual Report.

. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on the market capitalization calculated as on March 31 of every financial year shall include a business responsibility and sustainability report describing the initiatives taken by the Company from the environmental, social and governance perspective.

Anupam Rasayan India Limited being one of the top 1000 listed entities as on March 31, 2023, is presenting its Business Responsibility and Sustainability Report for the financial year 2022-23("BRSR"),whichisformingpartoftheAnnualReportand is also placed on the website of the Company at https://www. anupamrasayan.com/pdf/SustainabilityReport/Business_ Responsibility_and_Sustainability_Report_2022_23.pdf.

_. AUDITORS

12.1 Statutory auditor:

The Companys auditors, M/s Rajendra & Co., Chartered Accountants (FRN: 108355W) ("Statutory Auditor"), having their office at 1311 Dalamal Tower, 211, Nariman Point, Mumbai

– 400021, Maharashtra, India, were appointed as Statutory Auditor for a term of 5 years in the 17__ annual general meeting of the Members of the Company held on September 30, 2020. The Auditors Report to the Members for the financial year under review does not contain any qualifications, reservations, adverse remarks or disclaimer.

12.2 Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulations 24A of the Listing Regulations, the Company has appointed M/s M.D. Baid & Associates, Practicing Company Secretaries, Surat (Membership No. 3598/Certificate of Practice No. 3873) ("Secretarial Auditor") to undertake the secretarial audit for the financial year 2021-22 and 2022-23 of the Company. The ‘Secretarial Audit Report for the financial year 2022-23 is annexed to this Board Report and is marked as Annexure-BR-I. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

12.3 Cost Auditor:

Pursuant to the provisions of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has maintained the cost accounts and records for the FY 2022-23. The Board, on the recommendation of the Audit Committee, has appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants, Surat (FRN: 101540) as cost auditor (the "Cost Auditor") to conduct the audit of the cost records maintained by the Company pertaining to the products manufactured by it for the FY 2022-23.

Further, the Board, on the recommendation of the Audit Committee, has appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as Cost Auditor for the financial year 2023-24 and fixed their remuneration, subject to ratification by the Members at the ensuing Annual General Meeting. M/s Bhanwarlal Gurjar & Co., Cost Accountants, have confirmed that their appointment is within limits defined under Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company. A necessary resolution seeking Members approval for ratification of remuneration payable to the Cost Auditor for the financial year 2023-24 is included in the Notice convening the Annual General Meeting.

12.4 Internal Auditor:

M/s K.B. Daliya & Associates, Chartered Accountants, Surat (FRN: 126368W) was appointed as internal auditor of the Company ("Internal Auditor") for the FY 2022-23 to conduct the internal audit of the functions and activities of the Company.

On the recommendation of the Audit Committee, the Board has re-appointed M/s K.B. Daliya & Associates, Chartered Accountants, as Internal Auditor of the Company to conduct the internal audit for the financial year 2023-24.

. MAINTENANCE OF COST RECORDS

The Directors, to the best of their knowledge and belief, state that the Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Act.

y. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

14.1 Subsidiary Company:

Jainam Intermediates Private Limited (CIN: U24304GJ2017PTC098269) is a wholly-owned subsidiary of the Company ("WOS").

Tanfac Industries Limited (CIN: L24117TN1972PLC006271) ("Tanfac") is a subsidiary Company over which the Company exercises effective control. The total aggregate shareholding of the Company in Tanfac as on March 31, 2023 is 25,73,081 fully paid-up equity shares of face value _ 10/- each, aggregating to 25.79% of the voting share capital of Tanfac.

Further, ARIL Transmodal Logistic Private Limited (CIN: U49231GJ2023PTC138896) was incorporated as a wholly-owned subsidiary of the Company with effect from February 28, 2023. The Company did not commence the business operations during the year.

14.2 Associate of the WOS:

Tangent Science Private Limited (CIN: U24290GJ2020PTC114057) is an associate Company of the WOS, Jainam Intermediates Private Limited.

The Consolidated Financial Statements of the Company as on March 31, 2023 (FY 2022-23) have been prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards as specified under Section 133 of the Act and the same form part of this Annual Report. The statement pursuant to Section 129(3) of the Act in respect of the aforementioned WOS, subsidiary and associate of the WOS is annexed in AOC-1 as Annexure–BR-VI to this Board Report.

The Company has framed a policy in terms of Regulations 16(c) of the Listing Regulations for determining the material subsidiaries. The Company does not have any material subsidiaries. The policy has been placed on the Companys website and can be accessed at https://www.anupamrasayan. com/investor-relations/policies-related-documents/.

6. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION _ OF THE ACT

15.1 Investments Made:

The Company has made the investments in the body corporate as per the Note Number 4 of the Audited Standalone Financial Statements for the FY 2022-23.

15.2 Loans and Guarantees:

The Company has given loans and advances as per Note Number 5 and 12 of the Audited Standalone Financial Statements for the FY 2022-23.

The Company has not granted any guarantee or provided any security to any other person, body-corporate, etc. during the year 2022-2023.

_. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into with related parties were on arms length during the FY 2022-23. During the year under review, the Company had not entered into any contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer to Note 32 of the Audited Standalone Financial Statements which set out related party disclosures pursuant to Ind AS.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 is attached as Annexure-BR-II to this Board Report.

. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company has always emphasized progress with responsibility towards the society and environment. We believe strongly in our core values of empowerment and betterment of the communities, societies and the country as a whole. With such guiding principles, the Company has laid the foundation of a comprehensive approach toward promoting and facilitating various aspects of our surrounding communities.

To demonstrate the responsibilities toward social upli_ment in a structured way and in line with the applicability of Section 135 of the Act, your Company has framed a policy on corporate social responsibility ("CSR") to undertake programs/projects and take various initiatives under CSR, which is also available on the Companys website at https://www.anupamrasayan. com/corporate-social-responsibility/.

The report on Corporate Social Responsibility ("CSR") activities, along with an annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-BR-III to this Board Report.

_. RISK ASSESSMENT AND MANAGEMENT POLICY

Risk management forms an integral part of the managements focus in respect of the business. An effective risk management framework has been put in place in the Company to analyze, control or mitigate the risks. The framework provides an integrated approach for managing the risks in various aspects of the business, which includes risk identification, classification, assessment, mitigation and reporting mechanisms.

In terms of Regulation 21 of the Listing Regulations, the Board had constituted the Risk Management Committee defining the Terms of Reference for the Committee. The composition of the Risk Management Committee, as on March 31, 2023, is as follows: (i) Mr. Anand Desai, Managing Director- Chairperson of the Committee, (ii) Mrs. Mona Desai, Whole-time Director- Member of the Committee and (iii) Mr. Vinesh Sadekar, Independent Director- Member of the Committee.

The Risk Assessment and Management Policy of the Company has been placed on its website at https://www.anupamrasayan. com/risk-assessment-and-management-policy/

_ . INTERNAL FINANCIAL CONTROLS

The Company has developed and maintained adequate measures for internal financial control for the year ended March 31, 2023. The Company has a well-established Enterprise Resource Planning (ERP) system in place for recording day-today transactions in the functions such as accounting, finance, procurement and sales. In addition to the internal checks and controls by the internal accounting and financial teams of the Company, an independent auditor M/s K.B. Daliya & Associates, Chartered Accountants, has been appointed as Internal Auditor by the Board. The Internal Auditor conducts the internal audit of the functions and activities of the Company, including accounting records, books of accounts, financial data, taxation data, stock audit, regulatory filings and other compliances under different laws, and presents his quarterly report to the Audit Committee and Board of the Company.

_ . COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of the Company confirms that to the best of its knowledge and belief, the Company has complied with the applicable provisions of the Secretarial Standards as issued by the Institute of Company Secretaries of India, as amended from time to time, and made applicable by the Ministry of Corporate Affairs, during the financial year under review.

__. SHARE CAPITAL

22.1 The Share Capital of the Company as on March 31, 2023

Table 6: Share Capital

Particulars	Number of Shares	Amount (_)
Authorised Share Capital
Equity Share Capital of _ 10/- each	12,50,00,000	1,25,00,00,000/
Issued, subscribed and fully paid-up share capital
Equity Share Capital of _ 10/- each	10,74,64,617	107,46,46,170/-

22.2 Buy-back of Securities

The Company has not bought back any of its securities during the financial year under review.

22.3 Sweat Equity

The Company has not issued any sweat equity shares during the financial year under review.

22.4 Bonus Shares

The Company has not issued any bonus shares during the financial year under review.

22.5 Preferential Allotment

During the financial year under review, the Company has not made any preferential allotment of Equity Shares of the Company.

22.6 Private Placement under Qualified Institutions Placement

Pursuant to the approval of the Board in its meeting held on May 24, 2022 and the approval of the Members of the Company by postal ballot process on June 26, 2022, the Company had issued and allotted 68,96,097 Equity Shares of face value _ 10/- (Rupees Ten) each at a price of _ 725/- per equity share, including a premium of _ 715/- per Equity Share and reflect a discount of 4.97% on the floor price amounting to _ 762.88/- per Equity Share, aggregating to _ 4,99,96,70,325/- to Qualified Institutional Buyers on October 04, 2022.

Pursuant to the provisions of Regulation 32(7A) of the Listing Regulations, the Company had utilized _ 109.09 Crores as on March 31, 2023, in objects mentioned below:

Table 7:

Amount in INR Crores

Object for which funds have been utilized	Funds Allocated	Funds Utilized
Funding capital expenditure requirements of our Company towards upgradation and expansion of our existing manufacturing facilities	419.17	41.19
General corporate purposes	49.53	36.60
Issue Expenses	31.30	31.30
Total Fund Utilized	500.00	109.09

22.7 Employees Stock Option Plan

Pursuant to the approval of the Board in its meeting held on November 30, 2020, and the approval of the Members in their meeting held on December 4, 2020, and September 30, 2021, the Company had introduced the "Anupam - Employee Stock Options Plan 2020" ("Scheme) to issue the employee stock options ("Options") to the eligible employees of the Company as per the Scheme. The Scheme has been created with an aggregate pool size of 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety-Five) Options, convertible into not more than 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety-Five) Equity Shares of the face value of _ 10/- (Rupees Ten) each fully paid-up of the Company. Each Option is convertible into one Equity Share of the Company. Options under Grant 1 and Grant 3 are exercisable within three years from the dates of vesting and Grant 2 is exercisable within one year from the date of vesting.

Each such Option confers a right upon the employee, who has been granted the Option(s) ("Grantee"), to get one Equity Share of the Company issued, in accordance with the terms and conditions of such issue, in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB and Sweat Equity) Regulations").

Table 8: Details of Grant, Vesting, Exercise & Allotment:

	13,12,795 Options Approved Under ESOP-2020 Scheme
GRANT 1	13,12,760
Date of Grant 1	December 10, 2020
Exercise price (_)	225/-

 

Vesting date	December 9, 2021		December 9, 2022		December 9, 2023
Vesting % and number of Options	33.34% of the Options granted in Grant 1 No. of Options: 4,37,674		33.34% of the Options granted in Grant 1 No. of Options: 4,37,674		33.32% of the Options granted in Grant 1 No. of Options: 4,37,412
	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares	Options exercised and Equity Shares allotted	Date of issue and allotment of Equity Shares
	2,87,272 Equity Shares	January 20, 2022	1,89,726 Equity Shares	January 9, 2023	Nil as not yet due for vesting
	37,222 Equity Shares	March 7, 2022	38,636 Equity Shares	February 25, 2023
	27,970 Equity Shares	May 11, 2022
	12,344 Equity Shares	July 22, 2022
	23,530 Equity Shares	November 12, 2022
	2494 Equity Shares	January 09, 2023

 

GRANT 2	1,07,075
Date of Grant 2	January 20, 2022
Exercise price (_)	225/-
Vesting date	January 19, 2023
Vesting %	100% of the Options granted in Grant 2
Options exercised and Equity Shares allotted	26,935 Equity Shares
Date of issue and allotment of Equity Shares	February 25, 2023
GRANT 3	6,260
Date of Grant 3	January 9, 2023
Exercise price (_)	225/-

 

Vesting date	January 8, 2024	January 8, 2025	January 8, 2026
Vesting % and number of Options	1/3_ of the Options granted in Grant 3 No. of Options: 2085	1/3_ of the Options granted in Grant 3 No. of Options: 2087	1/3_ of the Options granted in Grant 3 No. of Options: 2088
Options exercised and Equity Shares allotted	Nil	Nil	Nil

Further, pursuant to the Options unvested, lapsed or cancelled out of 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety Five) Options approved, the Nomination and Remuneration Committee had granted 1,07,075 (One Lakh Seven Thousand and Seventy Five) Options and 6,260 (Six Thousand Two Hundred and Sixty) Options under Grant 2 and Grant 3 respectively, of the face value of _ 10/- each of the Company, at an exercise price of _ 225/- per Option to the eligible employees under Scheme on January 20, 2022 and January 09, 2023, exercisable after one year from the date of vesting.

The certificate of the auditors regarding the implementation of Scheme being in accordance with SEBI (SBEB and Sweat Equity) Regulations would be placed at the Annual General Meeting or posted electronically for the inspection of the members.

The details of Options granted, exercised, vested and lapsed during the FY 2022-23 and other particulars as required under the Act and the SEBI (SBEB and Sweat Equity) Regulations, in respect to the Scheme are attached as Annexure-BR-IV to this Board Report.

_. PUBLIC DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under:

(a) Deposits accepted during the year: Your Company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Act, and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year:

NA

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year:

NA

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NA

_y. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The appointment, removal and remuneration of the directors are subject to the recommendations of the Nomination and Remuneration Committee ("NRC") and in accordance with the provisions of the Act and the Listing Regulations. The Company has a policy on the appointment and remuneration of the directors, which, inter alia, provides the criteria for determination of the qualifications, attributes, independence of a director, diversity, and other matters.

The ‘Nomination and Remuneration Policy has been formulated/revised under the provisions of the Act and the Listing Regulations and covers remuneration to the directors, key managerial personnel and the senior management personnel, identification and criteria for selection of appropriate candidates for appointment as directors, key managerial personnel and senior management personnel; the policy is available on the website at https://www. anupamrasayan.com/nomination-and-remuneration-policy/.

_6. ANNUAL EVALUATION OF THE PERFORMANCEOFTHEBOARDOFDIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has laid down the criteria for performance evaluation of the Board of the Company, its Committees and the individual director.

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from all the Directors based on criteria such as the effectiveness of Board processes, information and functioning, contribution in long-term strategic planning etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors based on the criteria such as the contribution of the individual Director to the Board and the Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Independent Directors, in their separate meeting attended by all the Independent Directors, reviewed (i) the performance of non-independent Directors and the Board as a whole; (ii) the performance of the Chairperson of the Board, taking into account the views of the Executive Directors and the Non-Executive Directors of the Company; and (iii) assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board required to effectively and reasonably perform their duties. No non-independent Directors or members of management attended this meeting.

__. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has the Audit Committee of the Board constituted in pursuance to the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The Audit Committee has 3 members, as provided below:

- Mr. Hetul Mehta, Chairperson of the Committee

- Mr. Vijay Batra, member and

- Mr. Anand Desai, member

The Company has established a vigil/whistle blower mechanism, formulating a policy for providing a framework for a responsible and secure vigil/whistle blower mechanism approved by the Board. The Company has also provided adequate safeguards against the victimization of employees and directors who express their concerns. The Company has also provided direct access to the chairperson of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. Mr. Anand Desai, Managing Director, is the vigil officer for this purpose. The vigil policy/ whistle blower policy of the Company is available at the website of the Company at https://www.anupamrasayan.com/ vigil-or-whistle-blower-mechanism-policy/

__. PARTICULARS OF EMPLOYEES/ MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details pursuant to Section 197(12) of the Act and Rule 5(1), Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) forms part of this Boards Report and marked as Annexure–BR-V.

_ . DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, _

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation.

The Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act, 2013, to empower and protect women against sexual harassment at the workplace. Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and in compliance with the MCA notification of July 31, 2018, an Internal Complaints Committee ("ICC") has been set up as per the legal guidelines. All employees (permanent, contractual, temporary, trainees) and applicable complainant(s) are covered under this policy. This policy allows the employees to report sexual harassment, if any, at the workplace. Further, the Company conducts regular awareness programs in this regard. The ICC is empowered to look into all complaints of sexual harassment and facilitate a free and fair enquiry process with clear timelines.

The following is the summary of the complaints received and disposed of during the financial year 2022-23:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

__. REPORTING OF FRAUDS

During the year under review, the Internal Auditor, the Statutory Auditor, Cost Auditor and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in this Board Report.

. OTHER STATUTORY DISCLOSURES

30.1 Statement of deviation(s) or variation(s)

In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the objects of the issue mentioned in the Prospectus dated March 17, 2021, in respect of the Initial Public Offering of the Company.

30.2 Compensation from subsidiaries or associates to the Managing Director and Whole-Time Director

The Managing Director and the Whole-time Director of the Company have not received any remuneration or commission from any of the subsidiaries or associates of the Company.

30.3 Significant and material orders passed by regulators or courts

No significant and material order has been issued by any regulator/court/other authority which impacts the going concern status and Companys operation in future. However, the Operations of one of the manufacturing plants at Sachin was affected due to an unfortunate fire accident occurred on September 10, 2022 which affected the overall production capacity of the Company and the Company paid _ 1 crore as environmental damage compensation to Gujarat Pollution Control Board (GPCB). The production activities were restarted in the plant from January, 2023.

30.4 Material changes and commitments during and after the closure of the year

• The r egistered office of the Company was shi_ed within local limits of the city, from 8110, GIDC Industrial Estate, Sachin, Surat-394230, Gujarat, India to the new premises at O_ice Nos. 1101 to 1107, 11__ Floor, Icon Rio, Behind Icon Business Centre, Dumas Road, Piplod, Surat-395007, Gujarat, India, with effect from July 15, 2023.

• The Company has purchased 10,000 (ten thousand) equity shares of face value of _ 10/- (Rupees ten only) each of a Company named ARIL Fluorospeciality Private Limited (CIN: U20119GJ2023PTC142228) (AFPL), aggregating to 100% shareholding of AFPL on August 01, 2023, and thereby making it a wholly-owned subsidiary of the Company. The business of AFPL is similar to the main line of business of the Company. The Company is yet to commence the business operations.

30.5 Details Oof Application Made or any Proceeding Pending under the Insolvency And Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year under review.

30.6 The Details of Di_erence Between Amount of the Valuation Done at the time of one time Settlement and the Valuation done while taking loan from the Banks or financial Institutions along with the reasons thereof

There has been no such instance of one-time settlement in respect of loan availed by the Company from the banks or financial institutions.

. EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

_. ACKNOWLEDGEMENT

The directors express their gratitude and appreciation to the authorities of the various departments of the Central and State Government(s), the Companys stakeholders and employees of the Company. The Directors also take this opportunity to thank the Companys valued customers, bankers, financial institutions, suppliers, investors and the shareholders who have extended their support to the Company.

This Report has been prepared in accordance with the provisions of the Companies Act, 2013, the rules framed thereunder (each as amended from time to time), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the other disclosure requirements as may be applicable under any applicable Regulations issued by SEBI from time to time.