To
The Members,
BOROSIL LIMITED
Your Directors have immense pleasure in presenting the 13th
(Thirteenth) Annual Report on the business and operations of the Company together with the
Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31,2023.
FINANCIAL RESULTS
The Companys financial performance (Standalone and Consolidated) for
the financial year 2022-23 is summarized below:
( In Lakhs)
Particulars |
Standalone |
Consolidated |
|
Year
ended March 31, 2023 |
Year
ended March 31, 2022 |
Year
ended March 31, 2023 |
Year
ended March 31, 2022 |
Revenue
from Operations |
95,734.81 |
75,041.45 |
1,02,712.13 |
83,986.16 |
Other
Income |
2,386.69 |
2,368.90 |
2,478.97 |
2,457.48 |
Profit
for the year before Finance cost, Depreciation, Exceptional items and Tax |
14,565.31 |
15,082.03 |
15,112.95 |
16,817.55 |
Less:
Finance Cost |
199.23 |
80.52 |
239.50 |
111.63 |
Less:
Depreciation and Amortization Expenses |
3,090.54 |
2,713.49 |
3,921.28 |
3,383.47 |
Profit
before Exceptional Items and Tax |
11,275.54 |
12,288.02 |
10,952.17 |
13,322.45 |
Less:
Exceptional Item |
(933.33) |
1,121.17 |
(933.33) |
1,121.17 |
Profit
Before Tax |
12,208.87 |
11,166.85 |
11,885.50 |
12,201.28 |
Less: Tax
expenses |
2,796.53 |
3,419.24 |
2,864.83 |
3,678.23 |
Profit
for the year |
9,412.34 |
7,747.61 |
9,020.67 |
8,523.05 |
Other
Comprehensive Income |
(12.18) |
(18.58) |
(3.40) |
(9.73) |
Total
Comprehensive Income for the year |
9,400.16 |
7,729.03 |
9,017.27 |
8,513.32 |
The above figures are extracted from the Standalone and Consolidated
Financial Statements prepared in accordance with accounting principles generally accepted
in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the
Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant
provisions of the Act and guidelines issued by the Securities and Exchange Board of India.
The Financial Statements as stated above are available on the Companys
website at www.borosil.com.
DIVIDEND
In order to conserve the resources for future growth of the Company,
the Board of Directors have not declared any dividend for the year under review.
The Board of Directors of the Company have approved a Dividend
Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This has
been uploaded on the Companys website at
https://www.borosil.com/site/assets/files/4188/dividend distribution policy.pdf.
RESERVES
During the year under review, no amount was transferred to any reserve.
COMPOSITE SCHEME OF ARRANGEMENT
With reference to the ongoing Composite Scheme of Arrangement
("Scheme") in terms of which the Scientific and Industrial Products (SIP)
division of Borosil Limited ("Demerged Company" or "the Company") is
proposed to be demerged into Klass Pack Limited ("Resulting Company / Transferee
Company") on a going concern basis and Borosil Technologies Limited ("Transferor
Company") will merge into Klass Pack Limited, a joint Company Scheme Application was
filed by the Companies involved in the Scheme seeking necessary directions from the
Honble National Company Law Tribunal, Mumbai Bench ("NCLT"), with respect to
convening / dispensing with the meetings of shareholders and creditors of the respective
companies.
Pursuant to the directions of NCLT (a) meetings of the equity
shareholders and the unsecured creditors of the Company were convened and held on February
06, 2023 and the Scheme was approved with requisite majority by the equity shareholders
and the unsecured creditors of the Company; and (b) the meeting of secured creditors of
the Company was dispensed with by NCLT in view of the consent affidavits provided by them.
Similar consent from shareholders and creditors of the other companies involved in Scheme
was obtained.
Subsequently, a joint Company Scheme Petition has been filed with NCLT
for its approval to the Scheme. The said Petition vide NCLTs Order dated April 28, 2023
has been admitted for final hearing and disposal.
SHARE CAPITAL
During the financial year 2022-23, the paid-up equity share capital of
the Company has increased from 11,41,62,667/- consisting of 11,41,62,667 fully paid-up
equity shares of 1/- each, to 11,44,14,487/- consisting of 11,44,14,487 fully paid up
equity shares of 1/- each, consequent to allotment of 2,51,820 equity shares of face
value of 1/- each upon exercise of stock options under the "Borosil Limited -
Special Purpose Employee Stock Option Plan, 2020" and "Borosil Limited -
Employee Stock Option Scheme 2020".
During the year under review, the Company has neither issued shares
with differential voting rights nor sweat equity shares.
STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)
During the FY 2022-23, the Company achieved Revenue from Operations of
957.35 crore as against 750.41 crore in FY 2021-22, representing a growth of 27.6%.
The Profit Before Finance Cost, Depreciation and Exceptional Items for
the year amounted to 145.65 crore, representing margin to sales of 15.2%, a reduction by
4.9%. The Companys Operational Profit Before Tax was 110.48 crore in FY2022-23 as
compared to 109.13 crore in FY2021-22. The Company earned Other Income of 23.87 crore
during FY2022-23 as compared to 23.69 crore in FY2021-22 (mainly from investments and
profit on sale of fixed assets). The Company recorded Profit Before Tax of 122.09 crore
in FY2022-23 as compared to 111.67 crore in FY2021-22.
Profit After Tax (PAT) during FY2022-23 was 94.12 crore as against
77.48 crore in the previous year, showing a growth of 21.5%. The effective tax rate for
FY2022-23, including provisions for deferred tax was 22.9%, as compared to an effective
tax rate of 30.6% during FY2021-22.
STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)
During the FY2022-23, the Company achieved Revenue from Operations of
1027.12 crore as against 839.86 crore in FY2021- 22, representing a growth of 22.3%.
The Company earned Other Income of 24.79 crore during FY2022-23 as
compared to 24.57 crore in FY2021-22. This was primarily from investments and profit on
sale of fixed assets. As of 31st March 2023, the Company had net cash of about 90.4
crore. In line with the treasury policy, all incremental funds are invested in high credit
quality, secured debt instruments, which account for approximately 80% of the cash
surplus.
The Company has been liquidating legacy investments in real estate and
exposure to real estate funds. Currently, the overall exposure to real estate funds
represents only about 10% of the total investments. The surplus cash will be utilized for
the ongoing expansion projects of the Company.
During FY2022-23, the Return on Capital Employed (ROCE) was 12.1%
(considering surplus funds of 90.4 crore but excluding goodwill and deferred tax of
48.8 crore).
However, the operating ROCE was 17.4% (without considering the surplus
funds of 90.4 crore, deferred tax of 18.9 crore and goodwill of 67.7 crore created
due to business combinations). The closing capital employed for the business was 558.2
crore, which comprises 324.0 crore for the Consumer business and 234.2 crore for the
Scientific business with overall Earnings before Interest and Tax (EBIT) of 97.1 crore.
The EBIT margin of the Company during FY2022-23 was 9.5%.
The Company recorded a Profit Before Tax of 118.86 crore in FY2022-23
as compared to 122.01 crore in FY2021-22. The Companys Financial Results for FY2022-23
includes receipt of an insurance claim amount of 9.33 crore disclosed under exceptional
items, as detailed in the Note No. 38 of the accompanying financial statement.
Profit After Tax (PAT) during FY2022-23 was 90.21 crore as against
85.23 crore in the previous year. The effective tax rate for FY2022-23 was 24.1% as
against 30.1% in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as required in terms of Listing Regulations, forms part of this Report as
Annexure - A.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of Listing Regulations, Business
Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance along with the Compliance Certificate
from the Auditors forms part of the Annual Report.
The Board of Directors of the Company have adopted a Code of Conduct
and the same has been hosted on the Companys website at
https://www.borosil.com/site/assets/files/3233/code of conduct-2.pdf . The Directors and
senior management personnel have affirmed their compliance with the Code of Conduct for
the financial year ended March 31, 2023.
BOROSIL ESOP SCHEMES
The Company has obtained a certificate from M/s. Dhrumil M. Shah &
Co. LLP, Practicing Company Secretaries, Secretarial auditor of the Company, confirming
that the ESOP Schemes viz. Borosil Limited - Special Purpose Employee Stock Option Plan
2020 (ESOP 2020) and Borosil Limited - Employee Stock Option Scheme, 2020 (NEW ESOS
2020) have been implemented in accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with
the resolution passed by the Board of Directors, who were authorised in this behalf, and
the shareholders in the general meeting, respectively. This certificate will be available
for inspection by members at the ensuing Annual General Meeting.
The details as required to be disclosed under Regulation 14 of the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in respect of ESOP 2020
and NEW ESOS 2020, are placed on the Companys website at https://www.borosil.com/
site/assets/files/5102/esop certificate-1.pdf
SUBSIDIARY COMPANIES
Klass Pack Limited (KPL): The Company holds 82.49% shareholding of KPL,
which is engaged in the manufacturing and supply of pharmaceutical vials and ampoules to
the pharmaceutical industry for over 16 years and has its manufacturing facilities located
in Nashik, Maharashtra. KPL is a material subsidiary of the Company in terms of Regulation
16(c) of the Listing Regulations.
Borosil Technologies Limited (BTL), a wholly owned subsidiary, is
engaged in the business of manufacturing Scientific Instruments.
Acalypha Realty Limited (ARL), a wholly owned subsidiary, intends to
venture into real estate business and is contemplating to develop one slum land parcel in
Mumbai.
During the year under review, there has been no change in the
subsidiary companies of the Company. The Company does not have any associate/ Joint
venture company.
The Company has formulated a Policy on material subsidiaries of the
Company. The said policy is available on the website of the Company at
https://www.borosil.com/site/assets/files/2651/policy for determining material
subsidiaries 03 02 2020.pdf
PERFORMANCE OF SUBSIDIARY COMPANIES:
Klass Pack Limited (KPL):
During FY2022-23, KPL achieved Revenue from Operations of 98.04 crore
as against 106.20 crore in FY 2021-22. KPLs Profit after tax was 2.06 crore in
FY2022-23 as against 8.57 crore in FY2021-22. KPLs financial performance was impacted
mainly due to challenges like loss of sales on covid related products, the impact of the
Eurasian war, increase in the costs of power & fuel and raw materials. Adequate
measures are being taken to improve productivity and sales performance.
Borosil Technologies Limited (BTL):
During FY2022-23, BTLs revenue from operations was 10.60 crore as
against 13.21 crore in FY2021-22. The business of BTL is still in its nascent stage. BTL
is scaling up its production facilities and is investing in building up its R&D
infrastructure and other facilities, leading to heavy manpower cost, administrative cost
and other fixed cost, which has resulted in loss of 5.90 crore as against loss of 0.51
crore during the previous year.
Acalypha Realty Limited (ARL):
ARL is yet to commence its business operations. During the year ended
March 31, 2023, ARL incurred a loss of 0.48 lakhs, as compared to a loss of 0.52 lakhs
during the previous year ended March 31,2022.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act and Listing Regulations
read with Ind AS-110 (Consolidated Financial Statement), the Consolidated Audited
Financial Statement forms part of the Annual Report.
A statement providing details of performance, contribution to the
overall performance of the Company and salient features of the financial statements of the
Subsidiary Companies, is provided as Annexure to the consolidated financial statement and
therefore, not
repeated in this Report to avoid duplication.
The Audited Financial Statements including the Consolidated Financial
Statement of the Company and the individual Standalone Financial Statement of all
subsidiaries have been uploaded on the website of the Company as per Section 136 of the
Act at https:// www.borosil.com/investors/borosil-limited/ (under general meeting
compliances section).
A copy of separate Audited Financial Statements in respect of the
subsidiaries will be provided to the shareholders of the Company, as per their request.
Annual accounts of the Company and that of the subsidiaries will also be available for
inspection at the Registered Office of the Company.
BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.
Board Meetings
The Board of Directors of the Company met five (5) times during the
year on May 09, 2022, August 08, 2022, November 11, 2022, February 03, 2023 and March 27,
2023.
Formal Annual Evaluation
In compliance with the Act and Regulation 17 and other applicable
provisions of the Listing Regulations, the performance evaluation of the Board, its
Committees and of the Directors was carried out during the year under review.
Manner of effective evaluation
The Company has laid down evaluation criteria in the form of
questionnaire, separately for the Board, its Committees and the Directors.
Evaluation of Directors, Board and its Committees
The criteria for evaluation of Directors include parameters such as
attendance, acquaintance with business, communication inter se between board members,
effective participation, domain knowledge, compliance with code of conduct, focus on core
values, vision and mission etc. These parameters help to assess the performance and
effectiveness of Directors in fulfilling their fiduciary responsibilities and contributing
to the overall governance and success of the Company.
The criteria for evaluation of Board include whether Board meetings
were held in time, all items which were required as per law to be placed before the Board
were placed or not, whether the same have been discussed and appropriate decisions were
taken, adherence to legally prescribed composition and procedures, timely induction of
additional/ women Directors and replacement of Board members/Committee members, whenever
required, and whether the Board facilitates the Independent Directors to perform their
role effectively.
The criteria for evaluation of Committees include adherence to the
roles and functions as defined in their terms of reference, independence of the Committee,
whether the Committee has sought necessary clarifications, information and explanations
from management, internal and external auditors etc.
Based on the defined criteria, evaluations were conducted for each
Director, Committees and the Board of Directors. The observations and feedback from the
directors were discussed and presented to the Chairman of the Board. The performance
evaluation of Non-Independent Directors, namely, Mr. P K. Kheruka, Mr. Shreevar Kheruka
and Mr. Rajesh Kumar Chaudhary and the entire Board was carried out.
The evaluation of performance of the Independent Directors, namely, Mr.
Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney, Mr. Kewal Kundanlal Handa and Mr. Kanwar
Bir Singh Anand was also conducted.
The Directors expressed their satisfaction with the evaluation process
and the performance evaluation of the Board, its Committees, and directors including
Independent Directors, was found to be satisfactory.
BOARD OF DIRECTORS
There was no change in the composition of the Board of Directors during
the year under review. In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. P K. Kheruka, retires by rotation at the ensuing annual
general meeting and being eligible, has offered himself for re-appointment.
The shareholders at the 12th annual general meeting held on July 13,
2022, have approved the re-appointment of:
• Mr. Shreevar Kheruka as a Managing Director and CEO and Key
Managerial Personnel for a further period of 5 years with effect from February 12, 2023;
and
• Mr. Rajesh Kumar Chaudhary as a Whole Time Director and Key
Managerial Personnel for a further period of 3 years with effect from February 12, 2023.
Independent Directors & declaration of their Independence
The Company has 4 (four) Independent Directors, namely, Mr. Naveen
Kumar Kshatriya, Ms. Anupa Rajiv Sahney, Mr. Kewal Kundanlal Handa and Mr. Kanwar Bir
Singh Anand. The Company has received declaration of independence from them in terms of
Section 149 of the Act and also as per Listing Regulations.
Further, they have in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that
they have enrolled themselves in the Independent Directors Databank maintained with the
Indian Institute of Corporate Affairs.
Companys Policy on Directors Appointment and Remuneration etc.
The Company has devised, inter alia, a policy on Directors appointment
and remuneration including Key Managerial Personnel and other employees. This policy
outlines the guiding principles for the Nomination and Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, while considering their appointment as Directors of the Company
and that remuneration is directed towards rewarding performance based on Individual as
well as Organizational achievements and Industry benchmarks.
There has been no change in the policy during the year under review.
The aforesaid policy is available on the website of the Company at
https://www.borosil.com/site/assets/files/3254/policy relating to remuneration for the
directors key managerial personnel and other employees-1.pdf
Familiarization Programme for Independent Directors
The details of familiarization programme conducted for Independent
Directors are mentioned in the Corporate Governance section, forming part of the Annual
Report.
AUDIT COMMITTEE
During the year under review, the Audit Committee comprised of Ms.
Anupa Rajiv Sahney (Chairperson), Mr. P. K. Kheruka, Mr. Naveen Kumar Kshatriya and Mr.
Kewal Kundanlal Handa. All recommendations made by the Audit Committee were accepted by
the Board.
Mr. Kanwar Bir Singh Anand has been inducted as a member of the Audit
Committee, effective from May 22, 2023.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN
In todays ever evolving business landscape, where multiple
uncertainties of varied complexities are at play in tandem, the Company has taken
cognizance of the business risks and assures commitment to proactively manage such risks
to facilitate the achievement of business objectives.
With this context in mind, the Company has developed and implemented an
Enterprise Risk Management (ERM) framework, benchmarked with leading international risk
management standards such as ISO 31000 and Committee of Sponsoring Organisation of the
Treadway Commission (COSO). ERM Framework facilitates a co-ordinated and integrated
approach for managing Risks & Opportunities across the organization. The management
teams across businesses and functions analyse risks in their operations and related to
their strategic objectives, at least annually, considering bottom-up risk assessment, an
external outlook and top management input.
In accordance with the provisions of Listing Regulations, the Board has
formed a Risk Management Committee. The Risk Management Committee conducts integrated risk
and performance reviews along with the Senior Executives engaged in different business
divisions and functions. The Committee reviews identified risks and the effectiveness of
the developed mitigation plans to provide feedback and guidance on emerging risks. The
Risk Management Committee has also adopted the practice of reviewing Key Risk Indicators
(KRIs) to facilitate in-depth analysis of the identified risks. The overall ERM program
developed by the Company rests on the foundation of continuous training and development of
employees on risk management to enhance the awareness of ERM framework and strengthen
risk-informed decision-making culture.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into various Related Party Transactions during
the financial year which were in the ordinary course of business and made on terms
equivalent to those that prevail in arms length transactions.
During the year, the Company had not entered into any contract /
arrangement/ transaction 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 No. 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.
The Company has formulated a policy on dealing with Related Party
Transactions. The same is available on the Companys website at
https://www.borosil.com/site/assets/files/2652/related party transaction policy-1.pdf.
The details of all the transactions with Related Parties are provided
in the accompanying financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR committee comprises of Mr. P K. Kheruka (Chairman), Mr. Shreevar
Kheruka, Mr. Naveen Kumar Kshatriya, Ms. Anupa Rajiv Sahney and Mr. Kewal Kundanlal Handa.
As part of its CSR initiatives during the year under review, the
Company made contribution towards the following:
| CSR Project or activity |
Amount Spent during the year ( In lakhs) |
| 1 Inspire Institute of Sport for providing
food, meals and other such nutritional requirements to promote Olympic sports in India. |
100.00 |
| 2 Project Satark of Indian Cancer
Society for creating higher Oral Cancer awareness among users chewing tobacco and
encouraging them to quit, thereby reducing Indias Oral Cancer burden. |
25.00 |
| 3 Seva Yagna Samiti for distributing milk,
food, nutritional meals as healthy diet food amongst the poor and needy patients. |
6.00 |
| 4 Calcutta Social Project for providing
education, shelter, imparting vocational training etc. to underprivileged children. |
10.00 |
| Total |
141.00 |
During the year, the Company spent 2% of the average net profits of
last three financial years on CSR activities. COMPANYS CSR POLICY
The Company considers CSR as a process by which an organization thinks
about and evolves its relationships with stakeholders for the common good and demonstrates
its commitment in this regard.
The CSR policy formulated by the CSR Committee and approved by the
Board, remains unchanged. This has been uploaded on the Companys website at
https://www.borosil.com/site/assets/files/4585/csr policy 2021.pdf.
An Annual Report on CSR activities in terms of Section 135 of the Act
read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith
as an ‘Annexure B to this Report.
ANNUAL RETURN
The Annual Return for the financial year 2022-23 as per provisions of
the Act and Rules thereto, is available on the Companys website at
https://www.borosil.com/investors/borosil-limited/ (under General Meeting Compliances
section).
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has established a Whistle Blower (Vigil) Mechanism and
formulated a Whistle Blower/ Vigil Mechanism Policy to deal with instances of fraud and
mismanagement. The details of the Policy are explained in the Corporate Governance Report,
which forms part of the Annual Report and the policy is hosted on the website of the
Company at https://www.borosil.com/site/assets/ files/2653/whistle blower policy nov 12
2021.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant/material orders
passed by the Regulators/Courts which would impact the going concern status of the Company
and its future operations.
AUDITORS
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration no.101720W/ W100355) were appointed as Statutory Auditors of the Company at
the 11th Annual General Meeting held on August 26, 2021 for a term of 5 (five) consecutive
years from the conclusion of 11th Annual General Meeting till the conclusion of the 16th
Annual General Meeting of the Company. The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
AUDITORS REPORT
The Notes on financial statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments. The Statutory Auditors
Report for the financial year 2022-23 does not contain any qualification, reservation,
adverse remark or
disclaimer and no fraud was reported by the Auditors to the Audit
Committee or the Board, under sub-section (12) of Section 143 of the Act.
COST RECORDS AND AUDIT
During the financial year 2022-23, maintenance of cost records and the
requirement of cost audit, as prescribed under the provisions of Section 148 of the Act
and Rules made thereunder, were not applicable to the Company.
SECRETARIAL AUDIT
Secretarial Audit Report dated May 22, 2023 issued by M/s. Dhrumil M.
Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor, is attached
hereto as an Annexure C to this Report. The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor.
Hence, there is no need of any explanation from the Board of Directors. Further, the
Secretarial Auditor has not reported any fraud under sub-section (12) of Section 143 of
the Act.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2022-23 for
the compliances in respect of all the applicable Regulations, Circulars and Guidelines
issued by Securities and Exchange Board of India. The Annual Secretarial Compliance
Report, as required under Regulation 24A of Listing Regulations, has been obtained from
M/s. Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, Secretarial Auditor of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the disclosures provided in the Annual Accounts and as per the
discussions with the Statutory Auditors of the Company, the Board of Directors confirm
that:
(a) in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out under Schedule III to the Act have
been followed and there were no material departures from the same;
(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 of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down Internal Financial Controls to be followed by
the Company and that such Internal Financial Controls are adequate and are operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Control Systems
commensurate with its size and nature of business. These internal control systems are
designed to ensure that the financial statements are prepared based on reliable
information. Wherever possible, the key internal financial controls have been automated.
The Company has also engaged a third party to review the existing internal financial
controls and suggest necessary improvements / enhancements to strengthen the same.
Internal Audits are continuously conducted by internal audit team of the Company and
Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.
PARTICULARS OF LOANS GIVEN, GUARANTEES/SECURITIES PROVIDED AND
INVESTMENTS MADE
Particulars of loans given by the Company during the year under review
are provided in Annexure - ‘D to this report read with Note Nos. 9 and 17 to the
Standalone Financial Statement. For details of investments made by the Company during the
year under review, please refer to Note Nos. 8 and 13 to the Standalone Financial
Statement. The Company did not provide any guarantee/ security during the year under
review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment at work place, which is in line with the requirements of
the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and
trainees) are covered under this Policy. The Company has constituted Internal Complaint
Committees for its various offices & plants under Section 4 of the captioned Act. No
complaints have been received by these committees till date. The Company has submitted an
Annual Report to the concerned Authority in this regard.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The prescribed particulars of employees required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached as ‘Annexure - E and forms a part of
this report.
The statement containing the names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Having regard to the provisions of the second proviso to Section 136(1) of the
Act, the Annual Report excluding the aforesaid information is being sent to the members of
the Company. Any member interested in obtaining such information may write to
bl.secretarial@borosil.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to the conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of
the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in
‘Annexure - F to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings,
respectively.
OTHER DISCLOSURES
o There has been no change in the nature of business of the Company
during the year under review.
o No Director of the Company is in receipt of any remuneration or
commission from any of its subsidiaries.
o The Company does not have any scheme or provision of providing money
for the purchase of its own shares by employees or by trustees for the benefit of
employees.
o The Company has not accepted any public deposit during the year under
review.
o There has been no issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and
except Employees Stock Options Schemes referred to in this Report.
o There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
o There was no instance of onetime settlement with any Bank or
Financial Institution.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT
There were no material changes and commitments, which affected the
Companys financial position, between the end of the financial year and the date of this
Report.
However, subsequent to the year end, Klass Pack Limited
("KPL"), a 82.49% subsidiary of the Company, has on April 27, 2023, acquired
90.17% stake (representing 32,91,330 equity shares) of Goel Scientific Glass Works Limited
("Goel Scientific") from its majority shareholders ("Sellers"). An
amount of Rs. 23 crore has been paid as an upfront consideration and such upfront
consideration will be adjusted / supplemented in accordance with the terms of the Share
Purchase Agreement dated March 31, 2023 executed amongst KPL, Goel Scientific and the
Sellers. With this acquisition, effective April 27, 2023, Goel Scientific has become a
subsidiary of KPL and in turn a step-down subsidiary of the Company.
ACKNOWLEDGEMENT
Your Directors would like to express their deep appreciation for the
co-operation received from the Employees, Customers, Government, Regulatory authorities,
Vendors, Banks and last but not least, the Shareholders for their unwavering support,
during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai Date : May 22, 2023
P. K. Kheruka Chairman DIN:00016909
+91-9892691696
