Dear Members,
Your Directors take pleasure in presenting the 79th Annual Report
together with the Audited Accounts for the financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
|
For the Year ended |
|
| Particulars |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
|
Standalone |
Standalone |
Consolidated |
Consolidated |
| Revenue from operations |
19,485.47 |
14,606.94 |
25,383.26 |
19,658.53 |
| Other Income |
504.52 |
266.54 |
453.55 |
213.50 |
| Total Income |
19,989.99 |
14,873.49 |
25,836.81 |
19,872.03 |
| PBDIT |
1,642.89 |
621.15 |
2,049.19 |
969.18 |
| Less: Finance Cost |
485.92 |
793.71 |
522.29 |
828.53 |
| Less: Depreciation |
324.01 |
297.72 |
416.96 |
368.03 |
| Profit/(Loss) Before Tax & Exceptional Items |
832.96 |
(470.28) |
1,109.94 |
(227.38) |
| Exceptional items: Income/(expenses) |
- |
- |
- |
- |
| PBT |
832.96 |
(470.28) |
1,109.94 |
(227.38) |
| Provision of Taxation : Current Tax |
- |
- |
- |
- |
| Deferred Tax |
35.32 |
(80.07) |
35.37 |
(60.99) |
| Mat credit (Reversal) |
(11.43) |
(111.89) |
(11.43) |
(111.89) |
| Less: Current Year & Earlier Year Tax |
- |
1.92 |
77.93 |
70.26 |
| Other Comprehensive Income |
8.06 |
43.87 |
(14.78) |
101.60 |
| Tax adjustments in respect of earlier years |
- |
- |
- |
- |
| PAT |
864.91 |
(620.29) |
1,041.17 |
(368.92) |
2. REVIEW OF OPERATIONS AND OUTLOOK
During the year ended 31st March, 2023, your Company on a standalone
basis improved its total income approximately by 33% and on a consolidated basis by nearly
29% over the previous year. This was achieved as there was an improved economic activity
as well as a better stability in operations in comparison to previous year when the
operations were affected due to the pandemic.
During the year, the profit after tax on standalone basis was Rs.
864.91 lakhs and on a consolidated basis was Rs. 1041.17 lakhs.
3. DIVIDEND
In view to conserve resources, your Directors do not recommend any
Dividend for the year ended 31st March, 2023
4. TRANSFER TO RESERVE
The Profit for the Year of Rs. 864.91 Lakhs is credited to the Profit
and Loss account..
5. SHARE CAPITAL
As on 31st March, 2023, the Company is having an Authorized share
capital of Rs. 30.01 Crores comprising of 4,61,70,400 Equity Shares of Rs. 5 each and
6,92,480 Preference shares of Rs. 100 each. The Issued, Subscribed and Paid-Up Equity
Share Capital of the Company as on 31st March, 2023 is Rs. 14.44 Crores and the Issued,
Subscribed and Paid-Up Preference Share Capital of the Company as on 31st March, 2023 is
Rs. 6.92 Crores.
During the year the Company has allotted 1,69,998 Equity Shares under
ESOP scheme.
During the year under review, the Company has neither issued shares
with differential rights as to dividend, voting or otherwise nor issued shares (including
sweat equity shares) to the employees or to Directors of the Company (other than ESOPs),
under any Scheme.
6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
SUBSIDIARY COMPANIES
1) Quickmill Inc., Canada
Quickmill Inc. headquartered in Peterborough, Ontario, Canada is
engaged in the design, manufacture, sales and service of a line of large sized Gantry
Drilling and Milling machines globally. Customers are mainly from Energy, Heat Transfer,
Steel Service sectors, large Industrial machinery manufacturers and job shop manufacturing
sectors.
During the year ended March 31, 2023 the total revenue was Rs. 58.97
crores as compared to previous year which was Rs. 50.51 crores. The profit for the year
ended March 31, 2023 was Rs. 2.09 crores as compared to previous year which was 1.45
crores. The total income increased by 14% for the Financial Year 2022-23 as compared to
2021-22. The contribution of QuickMill Inc., Canada to the total turnover of the Company
was 23% for financial year 2022-2023. The operations were profitable.
Since the global economy has begun revival and barring any further
global lockdowns due to further waves of the Pandemic, the company is cautiously
optimistic for 2023-24.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company with its
Subsidiaries forms part of the Annual Report and the Accounts in accordance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013
and applicable Accounting Standards prescribed by The Institute of Chartered Accountants
of India.
The Board of Directors of the Company reviewed the affairs of
subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013,
the Company has prepared consolidated financial statements of the Company and all its
subsidiaries, which forms part of the Annual Report. Further a statement containing
salient features of the financial statements of the Companys subsidiaries is given
in Form No. AOC-1 at the end of this Report. The Company will make available the accounts
of subsidiaries to any member of the Company on request.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Companies Act, 2013, Mr. Nirmal Bhogilal,
Chairman & Whole Time Director (DIN: 00173168) will retire at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment. Your Directors
recommends his re-appointment.
8. INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Section 149 of the Companies Act, 2013 and
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
stating that they meet the criteria of independence as provided therein and also none of
the Directors of the Company are disqualified under Section 164(2) of the Companies Act,
2013.
9. BOARD EVALUATION
In compliance with the Companies Act, 2013 and Securities and Exchange
Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and
the Board as a whole (including its Committees) was carried out in the separate meeting of
Independent Directors.
Independent Directors, in their separate meeting, held on 10th
February, 2023 reviewed performance of the Non Independent Directors, Board as a whole
including committees. All the directors present participated in the discussion &
suggested areas of improvement/changes. Assessment of Independent directors was shared
with the Chairman of the Board. Independent Directors, in their separate meeting, also
reviewed the performance of the Chairman after taking into account the views of all the
Directors.
Criteria of performance evaluation of the Board and Directors are laid
down by Nomination and Remuneration Committee (NRC) of the Company. The NRC decided to
continue existing method of performance evaluation through circulation of performance
evaluation sheets. An assessment sheet based on SEBI Guidance Note dated January 05, 2017,
containing the parameters of performance evaluation along with rating scale was circulated
to the Directors. Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out performance evaluation of its own, evaluation of
working of the Committees and performance evaluation of all Directors in aforesaid manner
10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The familiarization program seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes.
The policy on Companys familiarization program for Independent
Directors is posted on the Companys website. www.batliboi.com.
11. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy is posted on the Companys
website www.batliboi.com. The more details about the Nomination and Remuneration policy is
provided in corporate governance report..
12. NUMBER OF MEETINGS OF THE BOARD
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year, four (4) Board Meetings and four (4) Audit Committee
Meetings were held. The details of which are given in Corporate Governance Report that
forms part of this Annual Report.
13. CORPORATE GOVERNANCE
In terms of Securities and Exchange Board of India (SEBI) (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate
Governance along with Compliance Certificate issued by Statutory Auditors of the
Company forms integral part of this Report.
14. EMPLOYEE STOCK OPTION SCHEME
The Company has implemented Employees Stock Option Plan (ESOP) with a
view to encourage, reward and retain the employees and to give them an opportunity to
participate in the growth of the Company in accordance with SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, SEBI (Share Based Employee
Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 duly approved by the Members at their Extra Ordinary General Meeting
held on 13th December, 2011. During the year 64,999 Options were lapsed, which have been
added back to the available bank and the same will be used for re-issue of options.
The disclosures as required under Regulation 14 of SEBI (Share Based
Employee Benefits) Regulations, 2021 and Section 62(1) (b) of the Companies Act, 2013 read
with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in
‘Annexure A to this Report.
A Certificate from the Secretarial Auditor of the Company as required
under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2021 shall be
placed at the ensuing Annual General Meeting for inspection by the Members.
15. FIXED DEPOSITS
The Company has not accepted any deposits from the public/members under
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 during the year.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Particulars of Loans, Guarantees given and Investments made during the
year covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements.
17. RELATED PARTY TRANSACTIONS
All Related Party transactions that were entered into during the
financial year were on the arms length basis and were in ordinary course of business
and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions between the Company and the Promoters,
Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons,
which may have a potential conflict with the interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related parties referred to in
Section 188(1) along with the justification for entering into such contract or arrangement
in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company.
All Related Party Transactions were placed before the Audit Committee
and have been approved by the Board. Omnibus approval is obtained for the transactions
that are foreseen and repetitive in nature.
Your Company has formulated a policy on related party transactions,
which is also available on Companys website. www.batliboi.com.
18. AUDIT COMMITTEE COMPOSITION
The details pertaining to composition of Audit Committee are included
in Corporate Governance report, which form part of this Report.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with the provisions of Section 177(9) of the Companies
Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules,
2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted vigil mechanism policy in place to enable the
Directors and employees to have direct access to the Chairman / Managing Director or the
Members of the Audit Committee. The details of the vigil mechanism is explained in the
Corporate Governance Report and also posted on the website of the Company at
www.batliboi.com.
20. HUMAN RESOURCE
The company is deeply indebted to all its employees at all levels for
the manner in which they have managed all the various activities may it be production,
marketing and sales, finance, administration etc during the year when the entire nation
was affected by second and third wave of Covid-19 pandemic.
Relations between management and employees at all levels including the
union remain cordial and pro-active and despite the restrictions due to the pandemic
continuous improvement in productivity and processes at all functions were undertaken.
21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)
Pursuant to Section 135 of the Companies Act, 2013, every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall
constitute a Corporate Social Responsibility (CSR) Committee of the Board. During the
year, your Company does not fall under the provisions of aforesaid Section; therefore, CSR
Committee has not been constituted.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Companies Act, 2013, Regulation 34(2) (e)read with Schedule-V of Securities and Exchange
Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR) is given in this Annual Report for the year under review.
23. AUDITORS
Statutory Auditors and Statutory Audit Report
Pursuant to the provisions of section 139 of the Companies Act, 2013,
the members at the Annual General Meeting of the Company held on 12th August, 2022
appointed Mukund M. Chitale & Co., Chartered Accountants (Firm registration no
106655W), as statutory auditors of the Company from the conclusion of Seventy Eighth
Annual General Meeting till the conclusion of Eighty Third Annual General Meeting to be
held in the year 2027 covering second term of five consecutive years.
The Statutory Auditors M/s. Mukund M. Chitale & Co., Chartered
Accountants have issued their reports on Standalone & Consolidated Financial
Statements for the financial year 2022-2023.
The statutory audit report for the year 2022-2023 does not contain any
qualification, reservation or adverse remark or disclaimer made by statutory auditor.
No frauds have been reported by the Statutory Auditors during the
financial year 2022-2023 pursuant to the provisions of Section 143(12) of the Companies
Act, 2013.
Cost Auditors
In accordance with the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the
recommendation of the Audit Committee, appointed M/s. V. J. Talati & Co. at a
remuneration of Rs. 65,000/- (Rupees Sixty Five Thousand Only) plus taxes as applicable
and re-imbursement of out of pocket expenses as may be incurred for conducting the Cost
Audit for the financial year 2023-2024.
In terms of the provisions of Section 148(3) of the Companies Act, 2013
read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor is required to be ratified by the Members of the
Company. Accordingly, a resolution seeking Members ratification for the remuneration
payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General
Meeting.
Maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is required by the
Company and accordingly such accounts and records are made and maintained. The Company has
filed the Cost Audit Report for the financial year ended 31st March, 2022. The Cost Audit
Report for the financial year ended 31st March, 2023 will be filed in due course.
Secretarial Auditors and Secretarial Audit Report
M/s. D. S. Momaya & Co. LLP., Practicing Company Secretaries, were
appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of
records and documents of the Company for financial year ended 31st March, 2023.
Secretarial Audit Report is provided in Annexure-B to this Report.
24. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company confirms compliance with the applicable requirements of
Secretarial Standards 1 and 2.
25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of the erstwhile provisions of Section 205C of the Companies
Act, 1956, the Company had transferred Unpaid or Unclaimed dividend and interest thereon
which remained unclaimed or unpaid for a period of 7 years from the date it become due for
payment to the Investors Education & Protection Fund (IEPF) established by the Central
Government. The list of Unclaimed Dividend transferred to IEPF is uploaded on
Companys website at www.batliboi.com. As on 31st March, 2023 , the Company do not
have any unpaid dividend due to be transferred to Investor Education and Protection Fund.
Thus, any claimant of dividend transferred above shall be entitled to
claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with
such rules, procedure and submission of documents as prescribed by the Central Government
in this regard.
26. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology, absorption and
foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the ‘Annexure
C forming part of this Report.
27. LISTING
Presently, 2,88,85,881 Equity Shares are listed on BSE Limited, Mumbai,
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip Code: 522004) and the
Company has paid the Annual listing fees for the financial year 2023-2024.
28. SAFETY AUDIT
As per the Companys practice, safety audit is conducted once in a
year. Accordingly, Safety Audit was conducted by an Independent Consultant.
29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is an equal opportunity employer and consciously strives to
build a work culture that promotes dignity of all employees. As required under the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressel) Act, 2013, and Rules framed there under, the Company has implemented a policy
on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
Accordingly, an Internal Complaint Committee has been formed and the policy on
‘Anti-Sexual Harassment is posted on the website of the Company at
www.batliboi.com.
Matters handled by Internal Complaint Committee during the year
2022-2023, are as follows:-
| Number of complaints on sexual harassment received during the year: NIL |
| Number of complaints disposed off during the year: N.A. |
| Number of cases pending for more than 90 days: N.A. |
| Nature of action taken by the Employer: N.A. |
| Number of Workshops: NIL |
30. ANNUAL RETURN
The Annual Return in Form MGT-7 for the financial year ended 31st
March, 2023, shall be filed within 60 days of ensuing Annual General Meeting and will be
available on the website of the Company at www.batliboi.com The Company has placed a copy
of annual return of the financial year 2021-2022 on its website at www. batliboi.com
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the
regulators or courts or tribunals affecting the going concern status and the
Companys operations in future.
32. PARTICULARS OF EMPLOYEES
Information pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, in respect of the employees of the Company are annexed to this report as
‘Annexure D. In terms of provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in
excess of the limits set out in the said Rules. Statement showing the names of the top ten
employees in terms of remuneration drawn is annexed to this report as ‘Annexure
E.
33. INTERNAL FINANCIAL CONTROL
The Audit Committee has established and maintained an effective
Internal Control over financial reporting. Standard operating practices have been laid
down and are being followed. The criterion is also being audited and management has taken
effective steps to ensure adequate control over financial reporting.
34. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner. In line with
corporate best practices, your Company assesses the risks in the internal and external
environment which will monitor, evaluate and execute all mitigation actions in this
regards and takes all measures necessary to effectively deal with incidences of risk.
Adequate risk management framework capable of addressing the risks is in place.
35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR
There is no material change and commitment during the year.
36. OTHER DISCLOSURES i. No application has been made under the
Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year
is not applicable; and ii. The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
36. 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(3)(c) of the Companies Act, 2013:-
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) they have 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 and loss of the company for year ended 2023
c) they have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis;
e) that proper internal financial controls were in place and that such
internal financial controls were adequate and were operating effectively; they have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating efficiently.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
efficiently
37. CAUTIONARY STATEMENT
Certain Statements in this Annual Report may constitute
"forward-looking statements". These forward looking statements are subject to a
number of risks, uncertainties and other factors which could cause actual results to
differ materially from those suggested by forward looking statements. Important factors
that could influence the Companys operation can be affected by global and domestic
demand and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws, economic
developments in India and in countries in which the Company conducts business, litigation,
industrial relations and other incidental factors.
38. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express and place on record
their appreciation for the continued support, cooperation, trust and assistance extended
by shareholders, employees, customers, principals, vendors, agents, bankers, financial
institutions, suppliers, distributors and other stakeholders of the Company.
ANNEXURE ‘A TO THE DIRECTORS REPORT
Details of ESOP (Batliboi Stock option Plan though Direct Allotment
Route) I. Date of shareholders approval for the ESOP is 13thDecember, 2011
Total Number of options approved under ESOP is 28,68,255
| Year of Grant |
2011-12 1st Lot * |
2012-13 2nd Lot* |
2014-15 3rd Lot |
2015-16 4th Lot* |
2017-18 5th Lot* |
2018-19 6th Lot |
2022-23 7th Lot |
Total |
| Total No of Options Approved /Granted |
10,00,000 |
1,00,000 |
3,50,000 |
2,50,000 |
1,00,000 |
4,50,000 |
8,30,000 |
|
| Exercise price |
15.75 |
15.75 |
15.75 |
15.75 |
15.75 |
15.75 |
45.00 |
|
| Vesting Requirement |
The Options granted would vest in to the eligible employee in
three (3) Installments, 1/3 of option granted will vest after 36 Months from the date of
grant of option and 1/3 after 48 Months and remaining 1/3 after 60 Months from the date of
grant of option. |
|
|
|
|
|
|
|
| Exercise Price or Pricing Formula |
The exercise price shall be the closing price of the
Companys Equity shares quoted on the Stock Exchange immediately prior to the date of
Grant of the Options, which for this purpose shall be the date on which the
Remuneration/Compensation committee meets to make its recommendations for the grant of
Options. The Committee may, at its sole discretion, consider a discount to such closing
price. |
|
|
|
|
|
|
|
| Source of shares |
Primary |
|
|
|
|
|
|
|
| Maximum Term of Option |
|
|
|
|
|
|
|
|
| Granted |
5 years from vesting of option |
|
|
|
|
|
|
|
| Variations in the terms of Options |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
| Method used to account for ESOP |
|
|
|
Fair Value |
|
|
|
|
| Number of options outstanding at the beginning of the options |
NIL |
NIL |
1,20,000 |
NIL |
NIL |
3,25,000 |
NIL |
4,45,000 |
| No of options granted during the year |
N.A |
NA |
N.A |
N.A |
N.A |
N.A |
8,30,000 |
8,30,000 |
| No of Options Forfeited/ Lapsed during the year |
NIL |
NIL |
(39,999) |
NIL |
NIL |
(25,000) |
NIL |
(64,999) |
| No of Options Vested during the year |
NIL |
NIL |
NIL |
NIL |
NIL |
1,08,333 |
NIL |
1,08,333 |
| No of Options Exercised during the year |
NIL |
NIL |
53,334 |
NIL |
NIL |
1,16,664 |
NIL |
1,69,998 |
| No of shares arising as results of exercise of option |
N.A |
NA |
53,334 |
N.A |
NA |
1,16,664 |
NIL |
1,69,998 |
| Money realized by exercise of options (INR), if scheme is
implemented directly by the company |
N.A |
NA |
8,40,010.50 |
N.A |
NA |
18,37,458 |
NIL |
26,77,468.5 |
| Option vested - to be exercised in future |
NIL |
NIL |
26,667 |
NIL |
NIL |
83,332 |
NIL |
1,09,999 |
| Options to be vested |
NIL |
NIL |
NIL |
NIL |
NIL |
1,00,004 |
8,30,000 |
9,30,004 |
| Number of options outstanding at the end of the year |
NIL |
NIL |
26,667 |
NIL |
NIL |
1,83,336 |
8,30,000 |
10,40,003 |
II. Option movement during the Year
| Year of Grant |
2011-12 1st Lot * |
2012-13 2nd Lot* |
2014-15 3rd Lot |
2015-16 4th Lot* |
2017-18 5th Lot* |
2018-19 6th Lot |
2022-23 7th Lot |
Total |
| Number of options outstanding at the beginning of the options |
NIL |
NIL |
1,20,000 |
NIL |
NIL |
3,25,000 |
NIL |
4,45,000 |
| No of options granted during the year |
N.A |
NA |
N.A |
N.A |
N.A |
N.A |
8,30,000 |
8,30,000 |
| No of Options Forfeited/ Lapsed during the year |
NIL |
NIL |
(39,999) |
NIL |
NIL |
(25,000) |
NIL |
(64,999) |
| No of Options Vested during the year |
NIL |
NIL |
NIL |
NIL |
NIL |
1,08,333 |
NIL |
1,08,333 |
| No of Options Exercised during the year |
NIL |
NIL |
53,334 |
NIL |
NIL |
1,16,664 |
NIL |
1,69,998 |
| No of shares arising as results of exercise of option |
N.A |
NA |
53,334 |
N.A |
NA |
1,16,664 |
NIL |
1,69,998 |
| Money realized by exercise of options (INR), if scheme is
implemented directly by the company |
N.A |
NA |
8,40,010.50 |
N.A |
NA |
18,37,458 |
NIL |
26,77,468.5 |
| Loan repaid by the Trust during the year from exercise price
received |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
| Option vested - to be exercised in future |
NIL |
NIL |
26,667 |
NIL |
NIL |
83,332 |
NIL |
1,09,999 |
| Options to be vested |
NIL |
NIL |
NIL |
NIL |
NIL |
1,00,004 |
8,30,000 |
9,30,004 |
| Number of options outstanding at the end of the year |
NIL |
NIL |
26,667 |
NIL |
NIL |
1,83,336 |
8,30,000 |
10,40,003 |
*The options in 1st Lot (FY 2011-12), 2nd Lot (2012-13), 4th Lot
(2015-16) and 5th Lot (2017-18) have been lapsed and added back to options reserved under
ESOP.
III. Employee wise details (name of employee, designation, number of
options granted during the year, exercise price) of options granted to
| Name of Employee |
Designation |
Number of Options granted during the year |
Exercise Price (Rs.) |
| Jitendra Godhiwala |
General Manager (MTU) |
50000 |
45.00 |
| Hitesh Kantheria |
Accounts (MTU) |
25000 |
45.00 |
| Hardik Shah |
HR (MTU) |
25000 |
45.00 |
| Raj Kumar |
Marketing – Processing (TMD) |
40000 |
45.00 |
| Rakki Mutthu |
Marketing – Knitting (TMD) |
40000 |
45.00 |
| Aryan Roy |
Marketing (TMD) |
40000 |
45.00 |
| Ramesh Babu |
Marketing - Open End (TMD) |
40000 |
45.00 |
| Faiyaz Shaikh |
Accounts & Finance (TMD) |
25000 |
45.00 |
| Uday Shetty |
GM Operations (TAE) |
50000 |
45.00 |
| Manish Kapoor |
Sales & Marketing (TAE) |
40000 |
45.00 |
| R. J. Sambarani |
Sales & Marketing (TAE) |
40000 |
45.00 |
| Ashok Kumar |
Sales & Marketing (TAE) |
40000 |
45.00 |
| Sandeep Chowkikar |
Accounts / Finance (TAE) |
25000 |
45.00 |
| Shailesh Desai |
Accounts/ Finance (TAE) |
25000 |
45.00 |
| Sanjiv Joshi |
Managing Director |
100000 |
45.00 |
| Ghanshyam Chechani |
Chief Financial Officer |
50000 |
45.00 |
| Pooja Sawant |
Company Secretary |
40000 |
45.00 |
| Vishwas Bansal |
Finance (Corporate) |
50000 |
45.00 |
| Kaushik Kabiraj |
Corporate Communications |
40000 |
45.00 |
| Jitendra Patel |
Taxation |
25000 |
45.00 |
| Shivaji Patil |
Taxation |
20000 |
45.00 |
IV. A description of the method and significant assumptions used during
the year to estimate the fair value of options including the following information:
(a) the weighted-average values of share price, exercise price,
expected volatility, expected option life, expected dividends, the risk-free interest rate
and any other inputs to the model;
| Year |
2011-12 |
2012-13 |
2014-15 |
2015-16 |
2017-18 |
2018-19 |
2022-23 |
| Share price |
18.95 |
14.75 |
32.95 |
23.20 |
28.10 |
35.00 |
63.50 |
| Exercise Price |
15.75 |
15.75 |
15.75 |
15.75 |
15.75 |
15.75 |
45.00 |
| Time to maturity/ expected option life |
NA |
NA |
0.44 |
NA |
NA |
4.15 |
8.87 |
(b) the method used and the assumptions made to incorporate the effects
of expected early exercise;
Expected life has been calculated as an average of the minimum and
maximum life of the options. No further assumptions on early exercises have been used
(c) how expected volatility was determined, including an explanation of
the extent to which expected volatility was based on historical volatility; and - NA
(d) Whether and how any other features of the option grant were
incorporated into the measurement of fair value, such as a market condition.- NA
V. a) Relevant disclosures in terms of the ‘Guidance note on
accounting for employee share-based payments issued by ICAI or any other relevant
accounting standards as prescribed from time to time Members may refer to the audited
financial statement prepared for the year 2022-2023
b) Diluted Earnings Per Share (EPS) pursuant to issue of shares on
exercise of options calculated in accordance with Accounting Standard (AS) 20
Diluted EPS on consolidated basis for the year ended March 31, 2023 is
Rs. 2.98 and on standalone basis is Rs. 2.90.
Weighted average exercise price and weighted average fair values of
Options granted for options whose exercise price either equals or exceeds or is less than
the market price of the stock.
| Particulars |
2011-12 |
2012-13 |
2014-15 |
2015-16 |
2017-18 |
2018-19 |
2022-23 |
| Exercise Price is greater than market price |
- |
- |
- |
- |
- |
- |
- |
| Exercise price is less than market price |
15.75 |
15.75 |
15.75 |
15.75 |
15.75 |
15.75 |
45.00 |
| Weighted Average fair value of options granted* |
18.95 |
14.75 |
32.95 |
23.20 |
28.10 |
35.00 |
63.50 |
*We consider weighted average fair value of options granted as market
price on the date on which options are granted
+91-9892691696
