<dhhead>DIRECTORS’ REPORT</dhhead>
The Members,
Your Directors present their 55th Annual Report on
the business and operations of the Company and the audited financial statements for the
year ended 31 st March 2023.
Financial Summary and Highlights
Rs. in lakhs
|
2022-23 |
2021-22 |
| Profit for the year before tax |
10,823.31 |
4,091.48 |
| Less: Tax Expense – |
|
|
| Current Tax |
2,818.80 |
95.00 |
| Deferred Tax |
(70.69) |
218.55 |
|
2,748.11 |
313.55 |
| Profit for the year after tax |
8,075.20 |
3,777.93 |
| Other Comprehensive income for the year |
16.63 |
62.40 |
| Total Comprehensive income for the year |
8,058.57 |
3,840.33 |
During the year under review, the Company’s sales and other income
was Rs. 1,37,695.04 lakhs as compared to Rs.76,866.81 lakhs during the previous year. The
production of Calcined Petroleum Coke (CPC) was 1,76,599 MT as compared to 1,80,982 MT
during the previous year. The sales of CPC were 1,79,608 MT for the period under review as
compared to 1,79,990 MT for the previous year.
For detailed discussion on the performance and state of affairs of the
Company during the year, please refer to the Management and Discussion Analysis.
Dividend and Transfer to Reserve
Considering the current year’s operating profit, the Board has
considered it appropriate to recommend dividend of Rs.17.50 per equity share of Rs.10/-
each for the financial year ended 31st March 2023 as compared to Rs. 10/- per
equity share of Rs.10/- each paid in the previous financial year.
The provisions of the Companies Act, 2013 does not mandate any transfer
of profits no transfer has been made to the General Reserve for the year under review.
Credit Rating
The ratings given to the Company by Acuite Ratings & Research
Limited, erstwhile SMERA Ratings Limited during the financial year ended 31 st
March 2023 is given below:
i) Long term borrowing: ACUITE BBB+ / Outlook: Stable;
ii) Short term borrowing: ACUITE A2
Subsidiary Companies
The Company did not have any subsidiary as on
31st March 2023.
Accreditation
The Company continues to enjoy ISO 9001 & ISO 14001 accreditation
made by BUREAU VERITAS.
Public Deposits
The Company has not invited public for accepting deposits in terms of
Chapter V of the Companies Act, 2013. The Company has complied with the provisions of
Section 73 of the Companies Act, 2013 and the Rules made thereunder.
Directors
Appointment / Re-appointment
Based on the recommendations of the NRC, the Board, in terms of the
provisions of the Companies Act, 2013, appointed Mr. Jagmohan Chhabra (DIN: 01007714) as
an Additional Director of the Company in the category “Non-Executive,
Non-Independent” with effect from 1st April 2022. On 26th
June 2022, the Shareholders of the Company, by way of an ordinary resolution passed
through postal ballot, approved the appointment of Mr. Chhabra as a Director of the
Company.
Mr. Shrinivas Dempo retires by rotation at the forthcoming Annual
General Meeting and being eligible has offered himself for re-appointment. Approval of the
Members is being sought at the ensuing Annual General Meeting for his re-appointment and
the requisite details in this connection are contained in the Notice convening the
meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing
Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM,
forming part of the Annual Report.
Independent Directors’ Declarations
All Independent Directors of the Company have given declarations under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as
laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing
Regulations and have also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
toGeneralReserve.Hence, external influence.
Further, the Board after taking these declaration/disclosures on record
and acknowledging the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors of the Company and are Independent of the Management.
The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity and posses the requisite expertise, experience and
qualifications to discharge the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and Listing Regulations diligently.
Directors and Officers Insurance (‘D&O’)
On a voluntary compliance basis, the Company has taken Directors and
Officers Insurance (‘D&O’) for all its Directors and members of the Senior
Management pursuant to the requirements of Regulation 25(10) of the SEBI Listing
Regulations.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and
are members of Independent Directors Databank maintained by the Indian Institute of
Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. They are also in compliance with the requirement of Online
Proficiency Self-Assessment Test.
Key Managerial Personnel
In terms of the Section 203 of the Companies Act, 2013, following are
the Key Managerial Personnel (KMP) of the Company as on the date of this report:
| Sr. No. Name of the KMP |
Designation |
| 1 Mr. Anupam Misra |
Executive Director |
| (DIN: 09615362) |
(Effective 28.05.2022) |
| 2 Mr. Vikrant Garg |
Chief Financial Officer |
| (ACA 508132) |
(Effective 18.01.2023) |
| 3 Mr. Pravin Satardekar |
Company Secretary |
| (ACS 24380) |
|
During the year, Mr. K. Balaraman, Chief Financial Officer and KMP of
the Company retired from the services of the Company with effect from 31st December
2022.
Consequent to Mr. Balaraman’s retirement, the Board appointed Mr.
Vikrant Garg as the Chief Financial Officer and KMP of the Company effective from 18th
January 2023.
Meetings of the Board of Directors
A minimum of four Board meetings are held annually. Additional Board
meetings are convened by giving appropriate notice to address the Company’s specific
needs. In case of business exigencies or urgency of matters, resolutions are passed by
circulation.
During the year under review, six Board meetings were held, the details
of which are given in the Corporate Governance Report which forms part of this Report.
Committees of the Board
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to
their respective roles and defined scope:
• Audit Committee
Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
Stakeholders’ Relationship Committee Rights Issue Committee
Details of composition, terms of reference and number of meetings held
for respective committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report. During the year under review, all material recommendations
made by the various committees have been accepted by the Board.
Policy on Director’s appointment, remuneration and other details
The Committee has formulated a Nomination and Remuneration Policy and
the same has been uploaded on the website of the Company at www.goacarbon.com
The salient features of the Nomination and Remuneration Policy is
included in this Report as Annexure - I.
Board Evaluation
The annual evaluation process of the Board of Directors
(“Board”), Committees and individual Directors was carried out in the manner
prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation
issued by Securities and Exchange Board of India on 5th January 2017 and
as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.
The performance of the Board, Committees and individual Directors was
evaluated by the Board seeking inputs from all the Directors. The performance of the
Committees was evaluated by the Board seeking inputs from the Committee Members. The
Nomination and Remuneration Committee reviewed the performance of the individual
Directors, a separate meeting of Independent Directors was also held to review the
performance of Non-Independent Directors; performance of the Board as a whole and
performance of the Chairperson of the Company, taking into account the views of the
Executive Director and Non-Executive Directors. This was followed by a Board meeting that
discussed the performance of the Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects
like Board composition and structure; effectiveness of Board processes, information and
functioning, etc. The criteria for performance evaluation of Committees of the Board
included aspects like composition and structure of the Committees, functioning of
Committee meetings, contribution to decision of the Board, etc. The criteria for
performance evaluation of the individual Directors included aspects on contribution to the
Board and Committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, integrity etc. In addition, the
Chairman was also evaluated on the key aspects of his role.
Familiarization Programme for Independent Directors
The details of the Familiarisation Programme for Independent Directors
with the Company in respect of their roles, rights, responsibilities in the Company,
nature of the industry in which Company operates, business model of the Company and
related matters are put up on the website of the Company at www.goacarbon.com
Internal Control System
The Board has laid down Internal Financial Controls (“IFC”)
within the meaning of the explanation to section 134 (5) (e) of the Companies Act, 2013.
The Board believes the Company has sound IFC commensurate with the nature and size of its
business. Business is however dynamic. The Board is seized of the fact that IFC are not
static andareinfactafluidset of tools which evolve over time as the business, technology
and fraud environment changes in response to competition, industry practices, legislation,
regulation and current economic conditions. There will, therefore, be gaps in the IFC as
business evolves. The Company has a process in place to continuously identify such gaps
and implement newer and or improved controls wherever the effect of such gaps would have a
material effect on the Company’s operations.
Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, in the 54th Annual General
Meeting of the Company held on 28th July 2022, M/s. B S R & Co. LLP, Chartered
Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of
the Company for a second term of five years at a remuneration of Rs. 23.00 lakhs besides
applicable taxes, travelling and out of pocket expenses for the financial year 2022-23 and
with authority to the Board of Directors to fix and pay the statutory fee and other
charges as may be deemed fit for the remaining tenure. The Ministry of Corporate Affairs
has vide notification dated 7th May 2018 obliterated the requirement of seeking
Member’s ratification at every AGM on appointment of Statutory Auditor during their
tenure of 5 years.
Statutory Auditors’ Observations
The notes on financial statements referred to in the Auditors’
Report for the financial year ended 31st March 2023 are self-explanatory and
therefore, do not call for any further explanations or comments.
There are no qualifications, reservations or adverse remarks or
disclaimer made by M/s. B S R & Co. LLP, Chartered Accountants (Registration No.
101248W/W-100022), Statutory Auditors in their report for the financial year ended 31st
March 2023 which requires any clarification or explanation.
Cost Audit
The maintenance of cost records is not applicable to the Company as per
the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central
Government under Section 148(1) of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules thereunder, the Board of Directors of the Company had appointed CS Shivaram
Bhat, Practicing Company Secretary to conduct the Secretarial Audit for FY 2022-23. The
Secretarial Audit Report for the financial year ended 31st March 2023 forms a part
of this Report. The same is self explanatory and requires no comments.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned in this Report.
Secretarial Standards
In terms of Section 118(10) of the Act, the Company complies with
Secretarial Standards 1 and 2, relating to the ‘Meetings of the Board of
Directors’ and ‘General Meetings’ respectively as specified by the
Institute of Company Secretaries of India and approved by the Central Government.
The Company has also voluntarily adopted the recommendatory Secretarial
Standard-3 on ‘Dividend’ and Secretarial Standard-4 on ‘Report of the Board
of Directors’ issued by the Institute of Company Secretaries of India.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism/ Whistleblower Policy for
the employees to report their genuine concerns or grievances and the same has been posted
on the Company’s website www.goacarbon.com.
The Audit Committee of the Company oversees the Vigil Mechanism.
Risk Management
Goa Carbon follows a well-established and detailed risk assessment and
minimization procedures, which are periodically reviewed by the Board. The Company has in
place a business risk management framework for identifying risks and opportunities that
may have a bearing on the organization’s objectives, assessing them in terms of
likelihood and magnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of the
Company’s management of key risks, including strategic and operational risks, as well
as the guidelines, policies and processes for monitoring and mitigating such risks under
the aegis of the overall business risk management framework.
Particulars of loans, guarantees or investments and loans/advances
availed from Director/Promoter/ Promoter Group Entities
The details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 together with the loans/advances
availed from Director/Promoter/Promoter Group Entities, if any, are given in the notes to
financial statements.
Related Party Transactions
All transactions entered into with related parties as defined under the
Act and Regulation 23 of the SEBI Listing Regulations, each as amended, during the year
under review were on an arm’s length price basis and in the ordinary course of
business. These have been approved by the Audit Committee. Certain transactions repetitive
in nature were approved through an omnibus route by the Audit Committee. The Audit
Committee takes into consideration the management representation and in certain cases an
independent audit consultant’s report, whilst scrutinizing and approving all related
party transactions, from the perspective of fulfilling the criteria of meeting arms’
length pricing and being transacted in the ordinary course of business.
As per the SEBI Listing Regulations, if any Related Party Transactions
(‘RPT’) exceeds Rs. 1,000 crores or 10% of the annual consolidated turnover as
per the last audited financial statement whichever is lower, would be considered as
material and would require Members approval. In this regard, during the year under review,
the Company has taken the necessary Members’ approval. However, there were no
material transactions of the Company with any of its related parties as per the Act.
Therefore, the disclosure of the Related Party Transactions as required under Section
134(3) (h) of the Act in AOC-2 does not apply to the Company for FY 2022-23 and, hence,
the same is not required to be provided.
Details of transactions with related parties, as specified in Indian
Accounting Standards (IND AS 24), have been reported in the Financial Statements. During
the year under review, there was no transaction of a material nature with any of the
related parties, which conflicted with the interests of the Company.
The details of RPTs during FY 2022-23, including transactions with a
person or entity belonging to the promoter/ promoter group which hold(s) 10% or more
shareholding in the Company are provided as mentioned above in the accompanying financial
statements. During the FY 2022-23, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company other than sitting fees,
commission, and reimbursement of expenses, as applicable. Pursuant to the requirements of
the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and
is available on the Company’s website URL: http://www.goacarbon.com/
downloads/Related_Party_Transaction_Policy.pdf
Significant and material Regulators or Courts
There were no significant Regulators / Courts / Tribunals which would
impact the going concern status of the Company and its future operations. However, Members
attention is drawn to the Statement on Contingent liabilities and comments in the notes
forming part of the Financial Statements.
Material changes and commitment, if any, affecting financial position
of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, 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 this Report.
Particulars of employees and related disclosures
The information required pursuant to Section 197(12) read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in the Annexure II to this Report.
The statement containing particulars of top 10 employees and the
employees drawing remuneration in excess of limits prescribed under Section 197 (12) of
the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure
forming part of the Report. In terms of proviso to Section 136(1) of the Companies Act,
2013, the Report and Accounts are being sent to the Members excluding the aforesaid
Annexure. The said statement is also open for inspection. Any member interested in
obtaining a copy of the same may write to the Company Secretary. None of the employees
listed in the said Annexure are related to any Director of the Company.
Disclosures under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
In accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there
under, the Company has formulated an internal Policy on Sexual Harassment at Workplace
(Prevention, Prohibition and Redressal).
The policy aims at educating employees on conduct that constitutes
sexual harassment, ways and means to prevent occurrence of any such incident, and the
mechanism for dealing with such incident in the unlikely event of its occurrence.
The Company has complied with the provisions relating to the
constitution of an Internal Complaint Committee (ICC) under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by setting up the said
Committee.
The ICC is responsible for redressal of complaints related to sexual
harassment of women at the workplace in accordance with procedures, regulations and
guidelines provided in the Policy.
The following is a summary of sexual harassment complaints orders received
and disposed off during the year:
| Number of complaints pending as on1st orders
passed by the a. April 2022 |
Nil |
| b. Number of complaints filed during the period 1st
April 2022 to 31st March 2023 |
Nil |
| c. Number of complaints disposed of during the period 1st
April 2022 to 31st March 2023 |
Nil |
| d. Number of complaints pending as on 31st March
2023 |
Nil |
Energy Conservation, Technology Absorption, Foreign Exchange Earnings
and Outgo
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as
amended) are provided in the Annexure III to this Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and other applicable provisions of the Companies Act, 2013 and rules made thereunder,
unclaimed dividend amount of Rs. 2,75,538.00 of the Company for the Financial Year 2014-15
has been transferred to IEPF established by the Central Government pursuant to Section 125
of the Companies Act, 2013 on 24th August 2022.
During the year under review, 12,502 equity shares have been
transferred to IEPF Authority under Section 125 (2) of the Companies Act, 2013 and the
IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.
The details of the nodal officer appointed by the under the provisions
of IEPF are as under: Name: Pravin Satardekar, Company Secretary Email:
legal@goacarbon.com
Information in respect of unclaimed dividend when due for transfer to
IEPF are given below:
| Financial year ended |
Date of Declaration |
Unclaimed Amount as on 31.03.2023 |
Due date of transfer to IEPF |
| 31.03.2017 (Interim) |
25.01.2017 |
Rs. 4,34,785.50 |
17.02.2024 |
| 31.03.2017 (Final) |
30.06.2017 |
Rs. 7,98,204.00 |
05.08.2024 |
| 31.03.2018 (Interim) |
17.01.2018 |
Rs. 9,54,010.00 |
09.02.2025 |
| 31.03.2018 (Final) |
17.07.2018 |
Rs. 16,67,680.00 |
22.08.2025 |
| 31.03.2022 |
28.07.2022 |
Rs. 13,89,512.00 |
02.09.2029 |
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made
there under, your Directors have constituted the Corporate Social Responsibility (CSR)
Committee.
Composition of the CSR Committee:
| Sr. No. Name of the Director |
Chairman / Member |
| 1 Mr. Shrinivas Dempo |
Chairman |
| 2 Ms. Kiran Dhingra* |
Member |
| 3 Mr. Jagmohan Chhabra |
Member |
| 4 Mr. Subhrakant Panda** |
Member |
| 5 Mr. Anupam Misra*** |
Member |
* Ms. Kiran Dhingra ceased to be a Member of the Committee w.e.f. 28th
May 2022
** Mr. Subhrakant Panda is inducted on the Committee w.e.f. 28th
May 2022
*** Mr. Anupam Misra is inducted on the Committee w.e.f. 28th
May 2022
The brief outline of the CSR Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure - IV
of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The
Policy is available on the Company’s website at www.goacarbon.com.
Annual Return
The annual return of the company as on 31st March 2023, in terms
of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the
company’s website: www.goacarbon.com.
Corporate Governance
It has been the endeavour of your Company to follow and implement best
practices in corporate governance, in letter and spirit. The following forms part of this
Report: Company (i) Declaration regarding compliance of Code of Conduct by Board Members
and Senior Management Personnel; (ii) Management Discussion and Analysis; (iii) Corporate
Governance Report and; (iv) Practicing Company Secretary’s Certificate regarding
compliance of conditions of corporate governance;
Directors’ Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal
auditors, statutory auditors, secretarial auditors and any other external agencies, if
any, including audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by Management and the Audit Committee, the
Board is of the opinion that the Company’s internal financial controls were adequate
and effective during the Financial Year 2022-23.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm:
(a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper explanation relating to
material departures;
(b) that such accounting policies as mentioned in Notes to the annual
accounts have been selected and applied consistently and judgement and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31st March 2023 and of the profit of the Company for
the year ended on that date;
(c) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern
basis;
(e) that proper internal financial controls are in place and that the
internal financial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and operating effectively.
Environment, Health and Safety
The Company places significant importance on safeguarding the
environment, preserving limited natural resources, and ensuring the well-being of
individuals. It is committed to achieving excellence in safety, health, and environmental
practices across all aspects of its business operations.
Responsible actions concerning safety, health, and the environment are
deeply ingrained in the Company’s values and principles. Embracing the ‘Go
Green’ philosophy, the Company consistently adopts innovative techniques to minimize
and eliminate its environmental impact. By implementing various projects, the Company
actively explores alternative sources of energy. It doesn’t merely speak about
sustainability but truly embodies it in its operations. The Company strives to promote a
circular economy and contribute to societal value by fostering innovation, collaboration,
and community education.
A strong emphasis on safety drives our efforts, and we closely monitor
our total recordable injury rate. We firmly believe that our progress is directly linked
to the successful implementation and acceptance of our safety programs and initiatives.
Our goal is to cultivate a mature and sustainable safety culture, which will enhance
productivity, operational discipline, and enable highly competitive organic growth.
To ensure consistent safety practices throughout the organization, we
have established a centralized Safety, Health, and Environment (SHE) organization that
oversees company-wide programs. Occupational health is a vital component of our safety
initiatives, and multiple health programs are currently being implemented at each site and
location.
Process safety is an integral part of our commitment to operating in
the safest manner possible, emphasizing increased operational efficiency and reliability.
In summary, the Company’s dedication to environmental
sustainability, occupational health, safety, and process safety is deeply embedded in its
core values. By prioritizing these areas, we aim to protect the Earth, conserve resources,
foster a safe working environment, and contribute to the well-being of both our employees
and the communities we serve.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India.
Prevention of Insider Trading Code
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the
Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has
appointed Mr. Pravin Satardekar, Company Secretary as Compliance is responsible for
setting forth procedures and implementing of the code for trading in Company’s
securities.
Reconciliation of Share Capital Audit
As required by the SEBI Listing Regulations, quarterly audit of the
Company’s share capital is being carried out by an independent Practicing Company
Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and
held in physical form, with the issued and listed capital. The Practicing
CompanySecretary’sCertificatein regard to the same is submitted to BSE and the NSE
and is also placed before the Board of Directors.
Rights Issue
During the financial a Draft Letter of Offer (DLOF) with the Securities
and Exchange Board of India (SEBI). The objective was to secure an aggregate amount of up
to Rs. 20,000.00 lakhs through the issuance of Equity Shares via a Rights Offer to
existing Members. This strategic move was aimed at enhancing the companys financial
position and supporting its incremental working capital requirements.
After careful consideration, on 9th February 2023,
the Company received the final observations on the DLOF from SEBI. In the subsequent
stages, the Company is required to file the Letter of Offer with SEBI Directors is
currently conducting a comprehensive review of the project. They are diligently evaluating
various factors such as market conditions, investor sentiment, and the overall strategic
direction of the Company.
Given the significance of this decision, the Board of Directors aims to
ensure a thoughtful and well-informed approach. They recognize the importance of this
capital-raising initiative for the Companys future prospects and are committed to making
a prudent decision in due course.
Application / Proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (“IBC”)
During the year under review, no application was made under IBC by or
against your Company and no proceeding is pending under IBC.
Disclosure on one time settlement
During the year under review, the Company has not entered into any
one-time settlement with the Banks or Financial Institutions who have extended loan or
credit facilities to the Company.
Human Resource
The Company firmly recognizes that the caliber of its employees plays a
pivotal role in determining its success.
Therefore, it remains dedicated to offering essential human resource
development and training opportunities, ensuring that employees acquire additional skills
to adapt to the ever-evolving business landscape.
Throughout the year, industrial relations have remained harmonious
within the organization. The Company’s unwavering commitment to fostering good
industrial relations is evident through the implementation of effective communication
channels, regular meetings, and constructive negotiation processes. These initiatives
contribute to a positive and cooperative working environment for all stakeholders
involved.
Appreciation and Acknowledgement
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Government authorities, banks, customers,
business associates and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
executives, staff and workers of the Company.
| For and on behalf of the Board of Directors |
| Shrinivas Dempo |
| Panaji-Goa Chairman |
| 16th May 2023 DIN: 00043413 |
+91-9892691696
