gloster ltd Directors report

TO THE MEMBERS

Your Directors take pleasure in presenting the 101st Annual Report of your Company together with the Audited Financial Statements for the Financial year ended 31st March 2023.

FINANCIAL RESULTS

The highlights of the Financial results of the Company for the year ended 31st March, 2023 are as under:

(Rs. lakhs)

	Standalone		Consolidated
Particulars	Year Ended 31.3.2023	Year Ended 31.3.2022	Year Ended 31.3.2023	Year Ended 31.3.2022
Revenue from operations	71,017.53	73,382.05	71,017.53	73,382.05
Other Income	2,435.66	2,400.10	2,590.81	3,705.84
Total Income	73,453.19	75,782.15	73,608.34	77,087.89
Profit before Tax	7,923.16	11,170.21	7,138.64	10,856.10
Tax Expense	1,797.41	3,889.01	1,699.87	4,327.67
Profit for the year	6,125.75	7,281.20	5,438.77	6,528.43
Other Comprehensive Income, net of tax	117.00	2,397.82	49.35	2,467.93
Total Comprehensive Income	6,242.75	9,679.02	5,488.12	8,996.36

DIVIDEND AND RESERVES

An interim dividend, for the Financial year 2022-23, of 500% i.e.

50/- per equity share on 54,71,630 nos. of Equity Shares of 10/- each was paid to the Shareholders on 28th November 2022. Further, your Directors are pleased to recommend for your approval a Final dividend of 200% i.e. 20/- per equity share on 1,09,43,260 nos. of Equity Shares of 10/- each for the Financial year ended 31st March 2023, payable to those shareholders whose names appear in the Register of Members as on the Book Closure / Record date. Cumulatively, the Board of Directors of your Company has declared/ recommended a total dividend amounting to Rs 49,24,46,700/- for the year under review.

During the year under review, a sum of 2,000 lakhs was transferred to General Reserve.

OPERATIONS & STATE OF COMPANYS AFFAIRS

A. The production during the year under review has been 50,266 MT in comparison to 49,072 MT in the previous year. Sales and turnover for the year under review stood at 49,383 MT & 697.96 crores as against 49,615 MT & 729.65 crores respectively in the previous year. For the year under review, net pro_ts of the Company stood at 61.26 crores as against 72.81 crores in the previous year.

Exports of the Company for the year under review stood at 191.82 crores as against 202.82 crores in the year 2021-2022.

B. The Raw Jute crop in the current year is higher due to more area under cultivation, resulting in higher availability of _fibre. Untimely and lower rainfall in certain areas led to quality of _fibre getting impacted resulting in lower availability of good quality _fibre and hence higher price for the same. However, the impact of rainfall on quality of _fibre resulted in abundant supply of low and average grade _fibre. Further, in the ensuing season, Raw Jute crop is also estimated to be lower due to adverse growing conditions. The carry-over of stock into upcoming season is estimated to be adequate. The price of Raw Jute in the upcoming jute season, therefore, should be stable with upward bias. During the current year exports have seen de-growth largely due to impact of Russia-Ukraine war affecting the entire European market and consequently other export markets. The demand from Government have been stable during the year. The company is continuously exploring newer export market for its products.

CHANGES IN SHARE CAPITAL

The Board of Directors at their meeting held on 7th November 2022, recommended issue of bonus equity shares, in the ratio of 1:1, i.e., 1 (One) bonus equity share of 10/- each for every 1 (One) fully paid-up equity share held. Accordingly, the Shareholders at the Extra-Ordinary General Meeting held on 2nd December 2022 approved issue of 54,71,630 bonus equity shares. Subsequently, the company allotted 54,71,630 bonus equity shares on 19th December 2022 to the Shareholders holding shares as on 17th December 2022, being the record date Fixed for this purpose.

The above share allotment resulted in an increase in paid-up equity share capital of the Company from 54,71,630 shares of 10/- each to 1,09,43,260 shares of 10/- each as on March 31, 2023.

During the year under review, the Company has not granted any stock options or sweat equity. As on 31st March 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

CREDIT RATING

Various bank facilities of the Company are rated by Acuit? Ratings & Research Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India. All existing & proposed bank facilities have been reviewed and reaffirmed by Acuit? Ratings & Research Limited, and rating for long-term bank facilities is "ACUITE AA- Stable" and for short-term bank facilities is "ACUITE A1+".

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the Financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the report.

SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURES

Fort Gloster Industries Limited, Gloster Nuvo Limited, Network Industries Limited, Gloster Lifestyle Limited and Gloster Specialities Limited continue to be wholly owned subsidiaries of your Company. None of the companies have ceased to be subsidiary during the year. None of the subsidiaries mentioned above is a material subsidiary as per the thresholds laid down under the Listing Regulation. A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations). The said Policy has been posted on the Companys website at the weblink https://www.glosterjute.com/ policies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, and IND AS 110 Consolidated Financial Statements presented by the Company include the Financial statement of its subsidiaries.

Further, a separate statement containing the salient features of the Financial statements of subsidiaries of the Company in the prescribed Form AOC 1 is attached with this Report.

The Annual accounts of the subsidiary companies and other related detailed information will be kept at the Registered Office of the Company and also at the Registered Office of the subsidiary companies and will be available to the investors seeking information at any time during the working hours except Saturdays, Sundays and other holidays. Further as per section 136 of the

Companies Act, 2013, the audited Financial statements, including the consolidated Financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at Companys website at the weblink https://www. glosterjute.com/acctsubco. The Company does not have any joint venture/associate companies.

PERFORMANCE OF SUBSIDIARY COMPANIES Fort Gloster Industries Limited

The Total Income of the Company stood at 427.14 lakhs (Previous Year 1,204.82 lakhs). Loss for the year stood at 347.84 lakhs (Previous Year 574.76 lakhs) and Total Comprehensive loss stood at 352.56 lakhs (Previous year 575.20 lakhs). The Company is revamping the entire Manufacturing facility of the cable factory, expanding the factory premises and discarding the obsolete machineries and installing the latest machines for manufacturing of Cables and Wires. It is in an advanced stage of setting up of state of the art manufacturing and testing facilities for phase I.

In phase I, the Company will set up facilities for manufacturing of

1. Low voltage power cables with capacity of 200 km/month. This project is nearing completion.

2. Medium voltage power cables with capacity of 90 km/month and Low voltage power cables (small) with capacity of 250 km/ month. Production is expected to start by 2nd half of 2023-24.

In phase II, the Company will explore facilities for manufacturing of new products and upgrading the capacity of existing products.

Gloster Nuvo Limited

The Total Income of the Company stood at 17.53 lakhs (previous year 25.55 lakhs), Loss for the year stood at 53.12 lakhs (previous year 121.88 lakhs) and Total Comprehensive loss stood at 53.21 lakhs (previous year 121.88 lakhs). The Company is setting up a composite jute mill in Bauria to manufacture Jute and its allied products aggregating to 138 MT per day in two phases. Proposed installed capacity in phase

I is 92 M.T. per day and in phase

II: 46 M.T. per day. It is expected that commercial production will commence for phase I by March 2024 instead of March 2023 as originally planned. The delay in Phase-I has happened due to second wave of Covid – 19 and delay in granting of commercial visa by Thailand Authorities.

Network Industries Limited

The Total Income of the Company stood at 194.73 lakhs (Previous Year 189.50 lakhs), Profit for the year stood at 118.27 lakhs (Previous year loss of 57.08 lakhs).

Gloster Lifestyle Limited

The Total Income of the Company stood at 58.18 lakhs (Previous Year 46.50 lakhs). Profit after tax for the year stood at 41.95 Lakhs (Previous Year 33.66 lakhs) and Total Comprehensive Income stood at 10.53 lakhs (Previous Year 69.01 lakhs).

Gloster Specialities Limited

The Total Income of the Company stood at 45.17 lakhs (Previous Year 37.75 lakhs). Profit after tax for the year stood at 27.46 lakhs (Previous Year 18.14 lakhs) and Total Comprehensive income stood at (3.96) lakhs (Previous Year 53.49 lakhs).

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31st March 2023 are prepared in compliance with the applicable provisions of the act including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report, for the year under review is attached as Annexure –I forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company practices principles of good corporate governance and lays strong emphasis on transparency, accountability and integrity. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on Corporate Governance and a certi_cate from the practising Company Secretary, confirming compliance with the requirements of the Corporate Governance is separately attached and forms part of this Annual Report.

NUMBER OF BOARD MEETINGS

During the year under review 4 (four) Board Meetings were held on 12th May 2022, 8th August 2022, 7th November 2022 and 4th February 2023 respectively. The maximum time interval between any two meetings was within the maximum time allowed pursuant to the Companies Act, 2013 and SEBI Regulations. The details of and number of meetings attended by Directors forms part of Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the Financial year 2022-23, the Independent Directors met separately on 4th February, 2023, and inter-alia discussed the following:

Evaluation of performance of Non- Independent Directors and the Board of Directors as a whole.

Evaluation of performance of the Executive Chairman and Managing Director of the Company, taking into account the views of Executive and Non-Executive Directors.

Evaluation of the quality, contents and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out an annual evaluation of its own performance, of the directors individually along with that of its various committees and details of such evaluation has been mentioned in the Corporate Governance Report.

The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

The Board of Directors of your company has constituted the following Committees:

Audit Committee

The composition, terms of reference and other details of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition, terms of reference and other details of the Nomination and Remuneration committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee

The composition, terms of reference and other details of the Stakeholder Relationship committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility Committee

The composition and other details of the Corporate Social Responsibility Committee have been furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Companys Articles of Association, Shri Hemant Bangur (DIN: 00040903) and Ms. Priti Panwar (DIN: 08072073) retires by rotation at the forthcoming Annual General Meeting and, being eligible over themselves for re-appointment.

The Board recommends re-appointment of Shri Hemant Bangur and Ms. Priti Panwar for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including pro_le of Shri Hemant Bangur and Ms. Priti Panwar are included separately in the Notice of AGM forming part of this Annual Report. Shri D C Baheti was re-appointed as Managing Director for a period of 5 years w.e.f. 1st April 2023 by shareholders through postal ballot during the year under review.

Dr. Prabir Ray and Shri S N Bhattacharya, Independent Directors were re-appointed by shareholders through postal ballot for the second term of 5 (Five) consecutive years w.e.f. 17th April 2023 and 27th March 2023 respectively during the year under review. On 25th April 2023 Smt. Pushpa Devi Bangur, a member of the Board and Chairperson of CSR Committee, left for her heavenly abode. As the Chairperson of CSR Committee, her passion was evident in every decision she made towards implementation of various CSR projects. The Board of your Company has taken note of her contribution towards growth of the Company through attributes of leadership, compassion, generosity, dedication and positive attitude.

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

A Formal Letter setting out the terms and conditions of appointment has been issued to all the Independent Directors as per the provisions of Companies Act, 2013 and the Listing Regulation. The same has been hosted on the Companys website and can be accessed at https://www.glosterjute.com/independentdirectors. None of the Directors of the Company are disquali_ed for being continuing as Directors, as specified in section 164(2) of the CompaniesAct,2013andrule14(1)oftheCompanies(Appointment and Quali_cation of Directors) Rules 2014. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have con_rmed that they are not aware of any circumstances or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in_uence. The Company has also received from Independent Directors declaration of compliance of Rule 6(1)and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate flow" at Manesar for inclusion of name in the data bank of Independent Directors.

With regard to integrity, expertise and experience (including the pro_ciency) of the Independent Director appointed/re-appointed, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense bene_t and in the best interest of the Company. During the year, the Company had the following Key Managerial Personnel:

Shri Hemant Bangur - Executive Chairman (Whole Time Director)

Shri Dharam Chand Baheti - Managing Director

Shri Ajay Kumar Agarwal – Chief Financial O_cer and Company Secretary –upto 30th November 2022

Shri Ajay Kumar Agarwal – Chief Financial O_cer (w.e.f. 1st December 2022)

Shri Ayan Datta, Company Secretary (w.e.f. 1st December 2022)

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Managerial Personnel. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section

178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has also formulated the criteria for determining Qualifications, positive attributes, and independence of Directors which has been embedded in the Nomination and Remuneration policy. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors .The said policy is hosted on the website of the company at https://www.glosterjute.com/policies.

The salient features of the Nomination & Remuneration Policy is attached as Annexure-II and forms part of this report. The said Policy has been posted on the Companys website at the weblink https://www.glosterjute.com/policies.

FAMILIARIZATION PROGRAMME

The Independent Directors have been familiarized with the nature of operations of the Company & the industry in which it operates, business model of the Company. Periodical Board Meeting, generally once a year, is held at the mill, preceded by visit of various processes, operations and general tour of the mill by the Directors. On an ongoing basis as part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys and its subsidiaries businesses and operations, industry and regulatory updates, strategy, _nance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of familiarization programme have been posted on the website of the Company and can be accessed at https://www.glosterjute.com/news-and-events.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism / Whistle Blower Policy and has established the necessary mechanism, for employees to report concerns about unethical behavior or suspected fraud in violation of Companys Code of Conduct or any other point of concern. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The policy has been uploaded in the website of the Company and can be accessed at https://www.glosterjute.com/policies.

RELATED PARTY TRANSACTIONS

The contracts/arrangements/transactions entered into by the Company with the related parties during the Financial year under reporting were in ordinary course of business and were negotiated on an arms length basis. No material related party transactions i.e transactions exceeding 10% of the annual consolidated turnover as per last audited Financial statement were entered during the year by your company. During the year, the Company has not entered into any material significant transaction which may have potential con_ict of interest in the company with the Promoters, Directors or Key Managerial Personnel. Accordingly, no transactions are being reported in Form No. AOC – 2 in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Where required, prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at https://www. glosterjute.com/policies.

The details of the transactions with related parties during 2022-23 are provided in the accompanying Notes to the Financial statements.

Late Pushpa Devi Bangur was mother of Sri Hemant Bangur. Except for this there was no other pecuniary relationship amongst Directors during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based on the recommendations of the CSR Committee. The said policy is available on the website of your Company and can be accessed at https://www.glosterjute.com/policies.

As on 31st March, 2023, the Committee consisted of four Members, comprising:

Name of the Members	Category
Late Pushpa Devi Bangur	Non-Executive Director (Chairperson)
Sri Dharam Chand Baheti	Managing Director
Sri Rohit Bihani	Independent Director
Ms. Priti Panwar	Non-Executive Director

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure III and forms part of this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has effective internal controls in place which are constantly reviewed. The Companys internal control system is commensurate with its size, scale and operations. Detailed procedures are in place to ensure that all assets are safeguarded and protected against loss.

During the year the Company appointed M/s JKVS & Co., as the Internal Auditor of the Company for Financial year 2022-2023. The Internal Audit function gives thrust to test and review controls and systems that are in place. The Audit Committee of the Board also reviews the Internal Audit functions. The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the _ndings are also reported to the Audit Committee. Necessary certi_cation by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

RISK MANAGEMENT

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimization procedure. Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns.

The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company has a Risk Management procedure in place. Major risks identi_ed by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

AUDITORS & AUDITORS REPORT

M/s Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No.- 304026E/E-300009) Statutory Auditors of the Company were re-appointed as the Statutory Auditors of the Company at the 100th AGM to hold Office up to the conclusion of 105th Annual General Meeting of the Company.

The Auditors Report on the Financial statements for the Financial year 2022-23 does not contain any Qualifications, reservations or adverse remarks.

The auditors have not reported any fraud during the year.

COST AUDITORS

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors have appointed M/s D. Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2023-2024 at a remuneration of 75,000 plus reimbursement of out of pocket expenses at actuals and applicable taxes. The remuneration needs to be rati_ed by the shareholders at the forthcoming Annual General Meeting and a resolution regarding ratification of remuneration payable to the cost auditor forms part of the notice convening the Annual General Meeting of the Company. The Company is required to maintain cost records pursuant to an order of the Central Government and accordingly such records and accounts are maintained.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013, and rules made there under, M/s. MKB & Associates, Company Secretaries, were the Secretarial Auditor of the Company for the Financial year 2022-23.

The Secretarial Audit Report for the Financial year ended 31st March 2023 is attached as Annexure IV and forms part of this Report. The Secretarial Audit Report does not contain any quali_cation, adverse remark or disclaimer. Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the Financial year 2022-2023 by M/S MKB & Associates, Company Secretaries and the Annual Secretarial Compliance Report has been submitted to the Stock Exchanges within 60 days of the end of the Financial year.

SECRETARIAL STANDARDS

The company has complied with Secretarial Standards relating to General Meetings and Board Meetings as issued by Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with section 134(3) (a) of the Companies Act, 2013, the draft copy of the annual return for the F.Y. 2022-23 is uploaded on the website of the Company at web link https://www.glosterjute.com/annualreturn.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure V and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI A and forms part of this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI B and forms part of this Report. Further, in accordance with the provisions of Section 197(12) & 136(1) of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the list pertaining to the names and other particulars of employees, drawing remuneration in excess of the limits set out in the aforesaid Rules is kept open for inspection by the members at the Companys registered Office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company, who sends a written request to the Company Secretary at the Registered Office of the Company.

DEPOSITS

Your company has not accepted any deposits as envisaged under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The loans have been advanced by the Company for normal business purposes of the borrower.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that :

i) In the preparation of Annual Accounts, the applicable Standards have been followed and that there are no material departures;

ii) The Directors 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 a_airs of the Company at the end of the Financial year and of the Profit of the Company for that period;

iii) The Directors have taken proper and su_cient 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;

iv) The annual accounts have been prepared on a going concern basis; v) The Directors have laid down internal Financial controls for the Company which are adequate and are operating effectively;

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

BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT

A separate section on Business Responsibility & Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations as Annexure VII.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

DEPOSITORY SYSTEM

The Companys shares are tradable compulsorily in electronic form. In light of the provisions of Regulation 40 of SEBI Regulations, read with SEBI circulars, Members may please note that the transfer of shares will be in dematerialized form only. In view of the above and to avail advantages o_ered by the Depository System as well as to avoid frauds, Members holding shares in physical mode are advised to avail the facility of dematerialization from either of the Depositories viz. National Securities Depository Ltd or Central Depository Services (India) Ltd. As on 31st March 2023, 98.20% of the Companys total paid up capital representing 1,07,46,337 equity shares are in dematerialized form.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace.

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, no complaint was lodged with the Internal Complaints Committee and no complaint is pending as at the end of the Financial year 2022-2023.

REMUNERATION RECEIVED BY EXECUTIVE CHAIRMAN / MANAGING DIRECTOR FROM SUBSIDIARY COMPANY

The Subsidiary Companies do not pay any remuneration to the Executive Chairman or the Managing Director of the Company. Accordingly, disclosure under section 197(14) of the Companies Act 2013 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE TILL THE DATE OF THIS REPORT

There are no material changes and commitments, affectingthe Financial position of the Company which has occurred between the end of the Financial year for the company and date of this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE END OF THE YEAR

The Company has not made or received any application under the IBC during the Financial Year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS

The Company has not made any one time settlement with the Bank.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, unpaid and/or unclaimed dividend of 3,07,620/- pertaining to the Financial year ended on 31st March 2015 were transferred during the year to the Investor Education and Protection Fund.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, brokers dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting e_orts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.

	Hemant Bangur
	Executive Chairman
Place : Kolkata	Dharam Chand Baheti
Dated : 30th May 2023	Managing Director

For & on behalf of the Board

MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry structure and developments

The compulsory packing norms for food grains and sugar under Jute Packaging Materials (Compulsory use for Packing Commodities) Act, 1987 (JPMA) stands at the 100% & 20% of production of food grains & sugar respectively and the said notification is valid up to 30th June 2023.

b) Opportunities and Threats/Risks & Concerns Opportunities

- Rising concerns for reducing carbon footprints opens doors for use of more bio degradable & sustainable products made from natural fibers

- Demand for Companys industrial products like Hessian & Sacking and promotional Jute goods like lifestyle products & other made ups in particular have grown over the years and is expected to see further growth;

Risk & Concern/ Threat

- Lower incentives on exports which were continuing from 2021-22 have been reduced substantially on introduction of Remission of Duties and Taxes on Exported Products (RoDTEP) Scheme

- Restricting Raw Jute Stock to be maintained by jute mills may adversely a_ect the cost due to improper quality mix

- Any further dilution of compulsory Jute Packing Order can adversely a_ect the market of jute products;

- Sti_ competition from Bangladesh jute goods and synthetic packaging materials;

- Withdrawal of Anti Dumping duties on import of jute goods from Bangladesh may adversely a_ect the domestic market.

- Unstable global economic outlook due to Russia-Ukraine war and economic slow down

- Ever increasing employee cost may overall result into higher conversion cost c) Segment-wise or product-wise performance

The Company is engaged in the business of manufacturing Jute goods and is managed organizationally as a single unit. Accordingly, the company has only one business. However, the Company has customers in India as well as outside India and thus segment reporting on the Geographical location of its customers is as below:

( in lakhs)

	Within India		Outside India		Total
Particulars
	2022-23	2021-22	2022-23	2021-22	2022-23	2021-22
Segment revenue by location of customers	50,613.63	52,683.08	19,181.95	20,282.18	69,795.58	72,965.26

d) Outlook

The prices of raw jute in the current Financial year prevailed higher as sufficient water was not available at the time of retting. Moreover, the farmers were also reluctant to sell below the price they got from the last years crop in spite of strict monitoring & stock regulations imposed by the authorities. In the ensuing season the raw jute crop is estimated to be bountiful due to good weather conditions up till now and higher acreages under jute crop. The carry-over of crop in the ensuing season is adequate which should keep the prices stable with downward bias. Demand from Government, domestic & export markets have been stable and the Company is continuously exploring newer markets for traditional and diversified jute products.

Your management is sustaining its efforts to improve the efficiency and productivity for achieving better performance. e) Internal control systems and their adequacy

The Company has adequate internal control system commensurate with the size, scale and complexity of its operations which provides reasonable assurance with regard to safeguarding the Companys assets, promoting operational efficiency by cost control, preventing revenue leakages and ensuring adequate Financial and accounting controls and compliance with various statutory provisions. An independent Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them.

A summary of Internal Audit observations and Action Taken Reports are placed before the Audit Committee on a periodical basis, for review.

f) Discussion on Financial performance with respect to operational performance The following are the significant areas of Financial performance:

Particulars	2022-23	2021-22	2020-21	Increase/ (Decrease)
Revenue from operations	71,017.53	73,382.05	49,308.68	(2,364.52)
Raw material cost	39,234.70	40,718.22	27,906.98	(1,483.52)
Finance costs	225.17	150.74	199.93	74.43
Profit for the year	6,125.75	7,281.20	4,460.58	(1,155.45)

g) Human Resources & Industrial Relations

The Company is continuing its e_orts through training to enhance competence of its manpower to make them more resourceful in their present job and also to prepare them for future roles. The Company has also introduced sta_ welfare schemes under which bene_ts are provided to deserving members of sta_.

h) Key Financial Ratios

Sl.No.	Ratio	31 March 2023	31 March 2022
1	Current ratio (Times)	3.32	4.14
2	Debt-equity ratio (Times) *	0.03	0.01
3	Debt service coverage ratio (Times)	7.53	6.37
4	Return on equity ratio (%)	5.65%	7.04%
5	Inventory turnover ratio (Times)	4.86	5.02
6	Trade receivables turnover ratio (Times)	20.53	24.04
7	Trade payables turnover ratio (Times)	49.04	41.41
8	Net capital turnover ratio (Times)	4.28	3.64
9	Net Profit ratio (%)	8.78%	9.98%
10	Return on capital employed (%) #	8.62%	12.58%
11	Return on investment (%) #	6.54%	9.51%
12	Interest Coverage Ratio (Times)@	51.00	96.61
13	Operating Profit Margin (%)#	12.70%	15.00%
14	Return on Net worth (%)#	5.61%	6.77%

* The variation in debt- equity ratio as at 31 March 2023 compared to 31 March 2022 is due to increase in short term borrowing and fresh long term debt in current Financial year.

# The variation are primarily due to decrease in prohatability during the year.

@ The variation is primarily due to decrease in prohatability and increase in _nance cost during the year.

i) Cautionary statement

Statements made in this section of the report are based on assumptions and expectations of future events. Actual results could however di_er materially from those expressed or implied. Important factors that could make a di_erence include _nished goods prices, raw material cost and its availability, change in Government regulations, tax laws, economic developments within the country, currency _uctuation and other factors such as litigation.

NOMINATION & REMUNERATION POLICY

1. Preamble

1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors ("Board") Key Managerial Personnel ("KMP") and Senior Managerial Personnel ("SMP"). The expression ‘Senior Management Personnel means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive Directors, including the functional heads. In terms of Section 178 of the Companies Act, 2013 this Policy is being framed and formulated for laying down criteria for determining Qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of Executives.

2. Aims & Objectives

The aims and objectives of this nomination & remuneration policy ("Policy") may be summarized as follows: 2.1 The Policy aims to enable the company to attract, retain and motivate highly quali_ed members for the Board, KMP and SMP.

2.2 The Policy aims to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. 2.3 The Policy seeks to ensure that the interests of Board members, KMP and SMP are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the "pay-for-performance" principle.

2.4 The policy will ensure that remuneration to Directors involves a balance between Fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Companys vision and strategy. 3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the Board members, KMP and SMP in terms of their roles within the organisation.

3.4 External equity: The Company shall strive to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Companys remuneration practices at that time.

3.5 Flexibility: Remuneration shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration. 3.7 A_ordability and Sustainability: The Company shall ensure that remuneration is adordable on a sustainable basis.

4 Policy for selection and appointment of the Board Members and determining Directors independence

4.1 Board membership criteria

4.1.1 The Nomination & Remuneration Committee, along with the Board shall review on an annual basis, appropriate skills, characteristics and experience required of the Board Members for the better management of the Company. The objective is to have a Board with diverse background and experience in business, government, academics, technology and in areas that are relevant for the Companys global operations.

4.1.2 In evaluating the suitability of individual Board members, the Committee will take into account many factors, including general understanding of the Companys business dynamics, global business and social perspective, educational and professional background and personal achievements.

4.1.3 The policy seeks to ensure that Directors should possess the highest personal and professional ethics, integrity and values. They should be able to balance the legitimate interest and concerns of all the Companys stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance.

4.1.4 The Directors must devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate managements working as part of a team in an environment of collegiality and trust.

4.1.5 The proposed appointee shall also fulfill the following requirements:

4.1.5.1 Shall not be disqualified under the Companies Act, 2013; 4.1.5.2 Shall give his written consent to act as a Director; 4.1.5.3 Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings; 4.1.5.4 Shall abide by the Code of Conduct established by the Company for Directors, KMP and SMP; 4.1.5.5 Shall disclose his concern or interest in any company or companies or bodies corporate, _terms, or other association of individuals. 4.1.6 The Nomination and Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Companys business. 4.1.7 The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director. 4.2 Selection of Board Members/ extending invitation to a potential director to join the Board The Nomination & Remuneration Committee will periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria laid above, ascertain their availability and make suitable recommendations to the Board. The objective is to ensure that the Companys Board is appropriate at all points of time to be able to take decisions commensurate with the size and scale of operations of the Company. The Nomination & Remuneration Committee shall also identify suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member. Based on the recommendations of the Committee, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member.

5 Compensation Structure

5.1 Remuneration to Non-Executive Directors:

The Non-executive Directors of the Company will be paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-executive Directors for the Board Meetings and Committee meetings will be Fixed by the Board and reviewed from time to time in accordance with applicable law. The Non-executive Directors may be paid such commission as the Board may approve from time to time subject to limits prescribed from time to time in the Act or Rules made thereunder.

5.2 Remuneration to Executive Directors, KMPs & SMP:

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), KMP and SMP. Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards. The remuneration for Managing Director / Whole Time Directors (MD/WTDs), is determined by the Board of Directors based on the appointment agreement approved, by the members in the general meeting of the Company and by the Central Government if required.

6 Supplementary provisions

6.1 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Companys Articles of Association. If this Policy con_ict with any laws or regulations subsequently promulgated by the state or with the Companys Articles of Association as amended pursuant to lawful procedure, the relevant State laws and regulations and the Companys Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption. 6.2 The right to interpret this Policy vests in the Board of Directors of the Company.