cheviot company ltd share price Directors report

Dear Members,

Your directors take pleasure in presenting the annual report of the Company together with the audited financial statements for the year ended 31st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Revenue from operations	56,358.84	57,113.07
Operating profit after depreciation and amortisation	6,074.29	7,930.02
Add: Other income	1,072.16	2,250.22
Profit before tax	7,146.45	10,180.24
Tax expense	1,700.33	2,245.37
Profit for the year	5,446.12	7,934.87

2. DIVIDEND

The Board of Directors have recommended a final dividend of 3 27/- per ordinary share on 60,16,875 ordinary shares of face value of 3 10/- each (270%), amounting to 3 1,624.56 for the year ended 31st March, 2023 (P.Y. 3 60/- per ordinary shares on 60,16,875 ordinary shares of face value of 3 10/- each (600%), amounting to 3 3,610.13).

3. TRANSFER TO RESERVE

Your directors do not propose to transfer any amount to the reserves out of current year profits.

4. OPERATIONS AND STATE OF COMPANYS AFFAIRS

There has been no change in the nature of business of the Company during the year under review. Revenue from operations, profitability and earnings per share show under noted position during the year under review as compared to previous year:

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Revenue from operations	56,358.84	57,113.07
Export sales (C.I.F. value)	19,340.06	23,548.04
Operating profit	6,074.29	7,930.02
Other income	1,072.16	2,250.22
Profit before tax	7,146.45	10,180.24
Tax expense	1,700.33	2,245.37
Profit for the year	5,446.12	7,934.87
Earnings per share (EPS) of face value of 3 10/- (In 3)	90.51	127.40

During the year under review, there was a substantial improvement in capacity utilisation. Domestic markets were buoyant but exports su3ered both in profitability and in volumes due to the impact of the Russia-Ukraine war and resultant effects on European and other developed markets. This is reflected in the export figures.

Raw Jute crop improved significantly thereby dampening the Raw Jute prices to a huge extent. The quality of raw jute was poor and this resulted in higher premium for quality jute. Other operating revenues have declined due to less export benefits. Other income was impacted by lower return on existing investments due to interest rate surge and decrease in average investments due to pay-out of large dividends in earlier years.

The new weaving unit, commissioned within the Jute Mill located at Budge Budge, has commenced commercial production from Saturday, 11th March, 2023 with dedicated Sulzer looms for production of high-quality jute fabric and diversified jute products.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry structure and developments

There was a good harvest of Raw Jute and the prices prevailed for the year at very beneficial levels.

Domestic markets were buoyant and there was a sharp increase in production and capacity utilisation for the Jute Industry. Expectation of such bulk buying for foodgrains by the Government of India shall continue.

Valued added sectors have su3ered as a result of poor demand both domestically and in overseas market. Mills with traditional jute products have performed better in such scenario. There was a sharp increase in wage cost due to increase in Dearness Allowance during the year under review.

b) Opportunities and threats Opportunities

• Full support extended by the Government of India for eco-friendly products and continuation of 100% reservation norms for using Jute Bags for foodgrain packaging.

• Growth in the Jute Industry due to better demands and viability.

Threats

• Shortage of workers for the Jute Industry is a concern.

• Raw Jute forms the major portion of the conversion costs and with inflation there has been sharp increases in cost of Raw Jute which needs to be absorbed by the Jute Industry.

• Prosperity in the Jute Industry may lead to further wage increases and cost increases in future years.

• Global economic crisis looming large may affect the overseas market for Jute Industry.

c) Segment-wise or product-wise performance

The Company is engaged in a single business segment i e. manufacturing and sale of jute goods. Hence, disclosure requirement as required by IND AS - 108 are not applicable in respect of business segment. However, the geographical segments considered for disclosure are as under:

Particulars	For the year ended 31st March, 2023			For the year ended 31st March, 2022
	Within India	Overseas	Total	Within India	Overseas	Total
Revenue	36,658.87	19,340.06	55,998.93	32,617.52	23,548.04	56,165.56
Non-current assets other than financial instruments *	21,024.30	-	21,024.30	18,826.24	-	18,826.24

* Non-current assets other than financial instruments include property, plant and equipment, capital work-in-progress, right of use assets, investment property, other intangible assets, intangible assets under development, non-current tax assets (net) and other non-current assets. d) Outlook

We are affected by the world economic situation in our segments of exports. Profits have reduced but we are now optimistic on the future outlook. We feel the worst is behind us.

e) Risks and concerns

The major areas of risk and concern for the Jute Industry are:

• Long term interest of the farmers in jute cultivation is at risk due to the hard manual work involved which the younger generation are not keen to get involved in.

• New generation workers and supervisors are looking for more modern sectors than Jute. This is creating a vacuum for skilled Jute mill workers.

• Lack of modernisation of the Jute Industry and inadequate new technologies for the Jute Sector.

• In the unorganised sector, small units have been setting up in the last 2-3 years. They are operating with lower wages and costs. Further increase is expected in this sector which may lead to unequal competition.

f) Internal control systems and their adequacy

The Board of Directors have designed and implemented various policies and procedures for internal financial controls to ensure orderly and effcient recording and generation of reliable financial and operational information, safeguarding of assets from unauthorised use or losses, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information and ensuring compliance with corporate policies and applicable laws.

The audit committee evaluates the internal control system periodically. During the year under review, no fraud was detected by the auditors. The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2023, based on the essential components of internal controls over financial reporting criteria established by the Company.

g) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance:

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022	% Increase/ (Decrease)
Revenue from operations	56,358.84	57,113.07	(1.32)%
C.I.F. value of export sales	19,340.06	23,548.04	(17.87)%
Finance cost	34.04	42.57	(20.04)%
Inventories	10,032.18	8,769.83	14.39%
Purchase of property, plant and equipment and other intangible assets (including changes in capital work-in-progress, capital advances/creditors)	2,412.05	1,046.35	130.52%

Due to lower Raw Jute rates and consequent finished goods prices, the revenue, though similar to last year in value terms, represents a substantial increase in production quantity. Exports were impacted as explained above. Capex includes expenditure on new weaving unit commissioned during the year under review.

h) Material developments in human resource/industrial relations front, including number of people employed

Industrial relations remained cordial during the year under review. There is shortage of new entrants in the Jute Industry. The Company continues to impart in-house training to new entrants to bring about all-round improvement in their working knowledge and skills. The Company also continues its various Staff welfare schemes. As on 31st March, 2023, there were 4,139 employees on the roll of the Company.

i) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022	% Change
Debt-Equity Ratio	0.01	0.02	(50.00)%
Net Profit Margin (%)	9.66%	13.89%	(30.45)%

The debt-equity ratio has reduced due to decrease in both long-term and short-term borrowings. The bottom line was impacted by lower profitability in exports and lower return on investments reflected in other income. Please refer to Note 56 to the financial statements for the financial year ended 31st March, 2023 for more details on Financial Ratios.

j) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Return on Net Worth	12.50%	17.20%

Return on net worth had dropped as an impact of lower profits due to trading conditions and lower return on Investments.

k) Cautionary statement

Statement made in this section of the report is based on the prevailing situation and future expectation are anticipated based on the prevailing market situation. Actual results may di3er from those expressed or implied in the statements depending on the circumstances.

6. SHARE CAPITAL

The Company has one class of issued share i.e. ordinary share of face value of 3 10/- each.

The issued, subscribed and fully paid up ordinary share capital of the Company as at 31st March, 2023 stood at 3 602.04 consisting of 60,16,875 fully paid up ordinary shares of 3 10/- each (including 3 0.35 being the amount originally paid up on 7,000 ordinary shares not fully paid-up and forfeited). The shares of Cheviot Company Limited are listed on BSE Limited and National Stock Exchange of India Limited (w.e.f. 20th June, 2022). The Company has paid the Annual Listing Fees for the financial year 2023–24 to the stock exchanges. The shares of the Company are tradeable in dematerialised form and can be held in electronic form with any depositories under ISIN: INE974B01016.

During the year under review, the Company has neither issued shares with di3erential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to employees of the Company under any scheme.

7. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from M/s SJAB & Associates, a firm of practising company secretaries, confirming compliance thereof is given in Annexure-I forming part of this report.

8. ANNUAL RETURN

The Annual Return of the Company is available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/ investors/).

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made by the Company have been disclosed in Note 9 and Note 14 to the financial statements for the financial year ended 31st March, 2023. The Company has not given any loan or guarantee during the year.

10. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors have developed a risk management policy for the Company, identifying therein the elements of risk and concern that may threaten the existence of the Company. The senior management continuously evaluates the risk elements through a systematic approach to mitigate or reduce the impact of risk elements. The elements of risk and concern are periodically reviewed by the Board of Directors. Discussion on risks and concerns have been made in this report under the head ‘management discussion and analysis.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, your Company has spent 3 139.81 on CSR which is more than 2% of the average net profits of last three financial years computed as per Section 135 read with Section 198 of the Companies Act, 2013. CSR programs were oriented toward various activities to support education, healthcare, promote nationally recognised sport and for the benefit of armed force dependents. The annual report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure-II forming part of this report.

The details of composition of CSR Committee is given below:

Name of the directors	Designation	Category
Mrs. Malati Kanoria	Chairperson	Non-Executive Director
Mr. Padam Kumar Khaitan	Member	Independent Director
Mrs. Rashmi Prashad	Member	Independent Director

The composition of CSR Committee, CSR Policy and CSR Projects approved by the Board of Directors are available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

12. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 read with Rules thereunder and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees and directors to report their grievance(s) / concern(s) about instances of unethical behaviour, actual or suspected fraud or violation of Companys code of conduct to the Vigilance Officer or the Chairman of the audit committee. During the year under review, no complaint was reported. The whistle blower policy is available on the Companys website at https://www.cheviotgroup.com/investors/.

13. ANNUAL PERFORMANCE EVALUATION

During the year under review, the Board of Directors made internal evaluation of performance of its own, its committees and individual directors based on criteria laid down by the nomination and remuneration committee and expressed their satisfaction with the evaluation process and the performance of the Board as a whole, its committees, and individual directors including Independent Directors, was found to be satisfactory. The nomination and remuneration committee had carried out annual performance evaluation of individual directors and the independent directors at their separate meeting had evaluated the performance of the chairman and managing director, other non-independent directors and the Board as a whole. The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of Directors etc. The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

The evaluation of directors was based on criteria such as preparedness for board meetings, attendance, judgements, contribution to risk management, adherence to Companys code of conduct and corporate governance, pro-activeness in highlighting areas of concern, sharing of knowledge and business information, disclosure of interest and related parties in timely manner etc.

14. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

In compliance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee had followed the laid down criteria for identification of persons who are eligible to hold the office of director, key managerial personnel and senior management of the Company including determination of qualifications, positive attributes and independence of the person and their remuneration and other matters provided under Section 178 of the Companies Act, 2013. The nomination and remuneration committee has afirmed that the remuneration paid to directors, key managerial personnel and senior management are as per the remuneration policy of the Company. The remuneration policy and criteria for determining qualifications, positive attributes and independence of a director are available at the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

15. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 4 (four) times during the year under review. More details are available in the report on corporate governance.

16. COMPOSITION OF AUDIT COMMITTEE

The Board of Directors have constituted the audit committee with three directors as members. All members of audit committee are financially literate and Mr. Navin Nayar, Chairman of the audit committee, is a qualified Chartered Accountant having accounting and financial management expertise. Two-third of the members of audit committee are independent directors. More details on the composition of audit committee are given in the report on corporate governance. The Board of Directors have accepted all the recommendations of the audit committee during the year under review.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalisation.

18. PARTICULARS OF REMUNERATION

Information required 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 has been provided in Annexure-III forming part of this report.

The details prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, with regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013 and second proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of sub-section 3 read with sub-section 5 of Section 134 of the Companies Act, 2013, the directors hereby state to the best of their knowledge and belief that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There has been no material change and commitment affecting the financial position of the Company between the end of the financial year and date of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure-IV forming part of this report.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

No company has become or ceased to be the Companys subsidiary, joint venture or associate company during the year. The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2023.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors have formulated a policy on materiality of related party transactions and on dealing with related party transactions which has been disclosed on the website of the Company. All transactions entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, were in the ordinary course of business and at arms-length price. There was no material related party transaction or material modification(s) in related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other related parties which may have potential conflict with the interest of the Company at large or which warrants the approval of the members. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for the financial year ended 31st March, 2023 and hence does not form part of this report.

In compliance with IND AS-24, details of all related party transactions entered into by the Company are disclosed in Note 53 to the financial statements for the financial year ended 31st March, 2023. All related party transactions were placed before the audit committee for prior approval and reviewed on a quarterly basis.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and/or material order was passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future. Details of contingent liabilities and commitments (to the extent not provided for) are disclosed in Note 45 to the financial statements for the financial year ended 31st March, 2023.

25. DIRECTORS

Mr. Utkarsh Kanoria, aged 31 years, (holding DIN 06950837) shall retire by rotation at the ensuing annual general meeting and, being eligible, offers himself for re-appointment. The nomination and remuneration committee have recommended for his re-appointment for which appropriate resolution has been included at Item No 3 of the Notice convening the 125th annual general meeting. The Board recommends passing of the same.

Mr. Abhishek Murarka, aged 46 years, (holding DIN 00118310) (Mr. Murarka) who has been associated with the Company since 8th October, 2010 and holding the position of Chief General Manager was appointed as an additional director on 25th May, 2023 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 read with Article 131 of the Articles of Association of the Company and holds office up to the date of the ensuing annual general meeting. His candidature has been proposed by a member for the office of director of the Company, whose office shall be liable to determination by retirement of directors by rotation. Moreover, the Board of Directors have also appointed Mr. Murarka as Wholetime Director of the Company with effect from 25th May, 2023, subject to approval of the members.

The appointment of Mr. Murarka is subject to approval of the members at the ensuing annual general meeting for which appropriate resolutions have been included at Item No 4 and 5 of the notice convening the 125th annual general meeting. The Board recommends passing of the same.

The directors seeking appointment/re-appointment are not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as directors, if appointed. The information about the directors seeking appointment/re-appointment as required under Section 196 of the Companies Act, 2013, Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2") have been given in the notice convening the 125th annual general meeting.

All the independent directors have declared that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board of Directors, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board of Directors are satisfied of the integrity, expertise and experience of all the independent directors on the Board of Directors. All the independent directors have registered themselves on Independent Directors Databank.

26. KEY MANAGERIAL PERSONNEL

During the year under review, all the Key Managerial Personnel continue to hold their offices. Mr. Abhishek Murarka (holding DIN 00118310) has been appointed as a Wholetime Director for a term of five years w.e.f. 25th May, 2023, subject to the approval of the members at the ensuing annual general meeting.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), the amount of dividend which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the IEPF Authority (IEPF) established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the members for seven consecutive years or more shall be transferred to the demat account of the IEPF.

Accordingly, the Company has transferred 3 13.38 lying in the unpaid dividend account for the financial year 2014-15 to the bank account of IEPF on 26th September, 2022 and 4,361 ordinary shares on which dividend have not been paid or claimed by the members for seven consecutive years or more were transferred to the IEPF by 19th October, 2022. Further, the Company has also transferred 3 13.18 lying in the unpaid interim dividend account for the financial year 2015-16 to the bank account of IEPF on 24th April, 2023 and 2,311 ordinary shares on which dividend have not been paid or claimed by the members for seven consecutive years or more were transferred to the IEPF by 15th May, 2023. The DPID/ CLID/folio-wise details of unpaid dividend and shares transferred to the IEPF are available on the website of the Company (Click on web-link: https://www.cheviotgroup.com/investors/).

28. PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. There is no deposit held by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Board of Directors had laid down internal financial controls for preparation of reliable financial statement. The measures taken for ensuring the orderly and effcient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information were found to be adequate and operating effectively. The audit committee and the auditors periodically improvises the internal financial control system. The financial records maintained in electronic mode were found to have a proper system for storage, retrieval, display or printout of the electronic records and remain accessible in India at all times.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with provisions relating to the constitution of Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaint of sexual harassment has been received by the Internal Complaint Committee. More details are available in the report on corporate governance.

31. STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), was re-appointed as statutory auditors of the Company for the second term of 5 (3ve) consecutive years at the 124th annual general meeting held on 12th August, 2022, to hold office till the conclusion of the 129th annual general meeting to be held in the calendar year 2027. There has been no qualification, reservation or adverse remark in the Independent Auditors Report for the financial year ended 31st March, 2023. The statutory auditors have not reported any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013 necessitating disclosure in the Boards Report.

32. COST ACCOUNTS AND COST AUDIT

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The cost accountant has not reported any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act, 2013 necessitating disclosure in the Boards Report.

Pursuant to Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, have re-appointed M/s D. Radhakrishnan & Co., Cost Accountants (Registration No. 000018), as cost auditor for the financial year ending 31st March, 2024 to conduct the audit of the cost accounting records maintained by the Company. The resolution included at Item No. 6 of the notice convening the 125th annual general meeting seeks members rati3cation to the remuneration payable to the cost auditor as approved by the Board of Directors. M/s D. Radhakrishnan & Co., have long experience in the 3eld of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

The Cost Audit Report of the Company for the financial year ended 31st March, 2022 was filed with the ROC in XBRL mode on 30th September, 2022.

33. SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The Board of Directors have appointed M/s MR & Associates, a firm of practicing company secretaries (CoP 2551) to carry out the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report from the secretarial auditor in Form MR-3 for the financial year ended 31st March, 2023 does not contain any qualification, reservation or adverse remarks. The secretarial audit report is enclosed as Annexure V to this report. During the year under review, the secretarial auditor did not report any matter under Section 143(12) of the Companies Act, 2013 necessitating disclosure in the Boards Report. Further, the Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2023 received from the secretarial auditor has been filed with the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited on 20th May, 2023.

34. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or proceeding was initiated under the Insolvency and Bankruptcy Code, 2016 during the year under review.

35. VARIATION IN VALUATION

During the year under review, there was no instance of one-time settlement with any bank or financial institution necessitating disclosure or reporting in respect of di3erence in valuation done by the Company.

36. CREDIT RATING

Crisil Limited has assigned long-term rating of A+/stable and short-term rating of A1+ to the Company for the working capital and term loan facilities availed by the Company. There has been no revision in the credit rating during the year under review.

37. SECRETARIAL STANDARDS

The directors have devised proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review and such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS

The Board of Directors acknowledge the committed services rendered by the employees at all levels and are also grateful for the continued co-operation received from the Government, vendors, financial institutions, banks, regulatory authorities, customers and all other stakeholders during the year under review.

	For and on behalf of the Board
	Harsh Vardhan Kanoria
	Chairman and Managing Director,
	Chief Executive Officer
Kolkata, 25th May, 2023	(DIN: 00060259)