Insilco Director Discussions


Dear Members,

Your Directors are pleased to present the 35th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2023.

1. THE STATE OF THE COMPANYS AFFAIRS

A. Financial Highlights

The audited financial statements of the Company as on March 31, 2023 are prepared in accordance relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022
Turnover - -
Other Income 26.50 17.62
Total Expenditure (102.26) (125.24)
Profit/(Loss) before Depreciation & Exceptional Items (75.76) (107.62)
Depreciation (0.18) (0.18)
Profit/(Loss) for the year before exceptional items (75.94) (107.80)
Exceptional items - -
Profit/(Loss) before tax (75.94) (107.80)
(Provision for)/Release of Taxation (4.99) (1.29)
Profit/(Loss) after tax (80.93) (106.51)
Other comprehensive income/(loss) - -
Total comprehensive income/(loss)for the year (80.93) (106.51)

B. Results of Operations

As you would be aware, the plant operations of your company continue to be suspended since October 26, 2019 due to refusal of "Consent to Operate" by Uttar Pradesh Pollution Control Board (UPPCB) vide its orders dated October 22, 2019. The Company filed Fresh Applications dated November 21, 2019, for Consent to Operate, however, the same were dismissed by the UPPCB vide order dated February 4, 2020. The Board of your Company after due consideration unanimously agreed not to pursue the matter any further.

Sales of Precipitated Silica during the year were Nil (previous year Nil). The Production during the year was Nil (previous year Nil).

Your Company achieved a sales turnover of Rs. Nil during the year as compared to Nil in the previous year. The Company recorded a loss before depreciation and exceptional items of Rs. (75.76) million as compared to loss before depreciation and exceptional items of Rs.(107.62) million in the previous Financial Year. The Company had reserves of Rs. (463.42) million as on 1st April 2023. The total comprehensive loss for the Financial Year 2022-23 was Rs. (76) million.

The Board had decided to initiate the Voluntary Liquidation Process as envisaged under the provisions of the Insolvency & Bankruptcy Code, 2016 ("Code"). In this regard, the Board granted its in - principle approval for initiating the voluntary liquidation process of the Company in its meeting dated March 30, 2021 and accordingly on May 31, 2021, the consent of the Board of Directors was accorded to initiate the voluntarily liquidation process of the Company in accordance with the provisions of Section 59 of the Code and appoint an Insolvency Professional duly registered with the Insolvency and Bankruptcy Board of India as the Liquidator to conduct the liquidation process.

The decision of the Board was also followed by similar resolutions being approved by the shareholders of the Company in the ExtraOrdinary General Meeting held on June 25, 2021 in accordance with Section 59(3)(c)(i) of the Code. Furthermore, the said resolutions were also approved by the Creditors representing two-thirds in value of the debt of the Company as required under the Section 59(3) of the Code on June 29, 2021.

Accordingly, with effect from June 25, 2021, the Company is under Voluntary Liquidation Process and Mr. Chandra Prakash (having registration no. IBBI/IPA-002/IP-N00660/2018-2019/12023) was appointed as the Liquidator of the Company. During the financial year 2022-23, the consent of the members of the Company is accorded in their meeting held on November 22, 2022 to replace

Mr. Chandra Prakash as the Liquidator of the Company and appoint Ms. Kapila Gupta, an Insolvency Professional duly registered with the Insolvency and Bankruptcy Board of India and holding Registration Number: IBBI/IPA-001/IP-P-02564/2021-2022/13955, as the Liquidator of the Company who is discharging her functions and duties provided in the Code and the IBBI (Voluntary Liquidation Process) Regulations, 2017 ("VL Regulations").

2. TRANSFER TO RESERVES

The Company had reserves of Rs. (463.42) Million as on 1st April 2023. The total comprehensive loss for the Financial Year 2022-23 was Rs. (80.93) Million. Therefore, the closing balance of the Reserves and Surplus as on 31st March, 2023 amounted to Rs. (544.35) Million.

3. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

4. OPERATIONS AT PLANT

The operations of the plant of your Company at Gajraula continue to remain suspended as on the date of this report. The plant head, however, is regularly discharging his duties towards complying with legal requirements and compliances.

5. STATEMENT ON RISK MANAGEMENT POLICY

The plant operations have been permanently suspended. As a result, the risks pertaining to the efficiency of plant operations, plant costs and market share are no longer applicable.

The Risk Management Policy, is available on the website of the Company at the following path: https:// www.insilcoindia.com/Pdf/Risk%20Management %20Policy. pdf

6. WRIT PETITION FILED BEFORE THE HONBLE HIGH COURT OF JUDICATURE AT ALLAHABAD

During the year that ended March 31, 2021, the Company had preferred a Writ Petition against the Uttar Pradesh State Industrial Development Authority ("UPSIDA") titled "Insilco Limited v. State of U.P and Anr." being Writ Petition No. 9669 of 2021, before the Honble High Court of Allahabad ("Honble High Court") for quashing/ setting aside the impugned letters dated July 1, 2020, July 24, 2020 and December 22, 2020 issued by UPSIDA, ("Writ Petition") through which UPSIDA had imposed various conditions on the Company with respect to transfer levy, maintenance charges, increase in lease rent, execution of a fresh lease deed which will entail additional liability towards stamp duty and registration charges on the Company, revision of lease rent and restriction on the Company from transferring controlling interest for a period of 5 (Five) years from July 1, 2020 and on December 24, 2020, the Company had deposited a sum of INR 8.66 Crores (including interest of INR 57 lakhs) to UPSIDA under protest for the same.

The Company filed a withdrawal application for withdrawing the said Writ Petition since UPSIDA had sought withdrawal of the Writ Petition as a precondition for considering the request of the Company for issuance of the no objection certificate by UPSIDA for transfer of the Companys leasehold interest under the lease deed dated March 20, 1991 in favour of the successful bidder identified through the auction process under the Companys voluntary liquidation process. Accordingly, the Honble High Court of Allahabad vide its order dated September 01, 2022 has allowed the Companys application for withdrawal of the Writ Petition with liberty to file a fresh petition in case the dispute is not settled amicably.

7. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2022-23.Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2023 and of the profit and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) In view of matter described in note 33 of Financial statements, the Board of Directors are of the view that there are no realistic alternatives for resumption of the Companys operations and accordingly, use of the going concern basis of accounting in the preparation of the financial statements is considered inappropriate and the financial statements for the year ended March 31, 2023 have not been prepared on a going concern.

The Companys management has assessed carrying value of assets and liabilities and based on current estimates adjustments have been made in the books of account year ended March 31, 2023 (refer note 33 of financial statements).

(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 compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(g) the Company has complied with the Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial Standards-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries of India.

8. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORTS

The Statutory Auditors in their reports on financial statements and internal financial controls for the financial year 2022-23 have given qualified opinion and the response of your directors with respect to it is as follows: The matters mentioned in a, b and c under basis for Qualified Opinion of the said Auditors Report, and in paragraph under basis of Qualified Opinion of the Report on the Internal Financial Controls with reference to financial statements in Annexure A to the Auditors Report, clause no. 6 of Directors report under the heading "Writ Petition Filed Before The Honble High Court Of Judicature At Allahabad", clause no. 30 of Directors report under the heading "Material orders by governing authorities", note no. 33 note no. 34 and note no. 35 of the financial statements.

There was no fraud reported by the Auditor to the Audit Committee or to the Board pursuant to Section 143(12) of the Companies Act, 2013.

The report of Secretarial Auditor does not contain any qualifications, reservations, adverse remarks or disclaimers except an observation with regard to the outcome of Board Meeting dated 30th May, 2022 and 13th February, 2023 have not been filed within the specified time period.

The Company has not maintained Structured Digital Database for the first 3 quarters i.e. 01st April 2022 to 30th June 2022, 01st July 2022 to 30th September 2022 and 1st October 2022 to 31st December 2022. However, the Company started maintaining Structured Digital Database in the last quarter of the financial year i.e. 01st January 2023 to 31st March, 2023 as per the SDD compliance certificate filed by the Company.

The response of your directors with respect to observations by the Secretarial Auditor in Secretarial Audit Report are as follows: The Company clarify that the delay in filing of outcome of board meeting to stock exchange was due to low bandwidth connectivity. The technical glitches in network connection resulted in delay in filing of outcome of board meeting.

The Company were in the process of setting up of specific software for Structured Digital Database for the first 3 quarters i.e. 01st April 2022 to 30th June 2022, 01st July 2022 to 30th September 2022 and 1st October 2022 to 31st December 2022 and maintained the records in excel format. However, the Company maintaining Structured Digital Database in the last quarter of the financial year i.e. 01st January 2023 to 31st March 2023.

9. ANNUAL RETURN

Pursuant to section 134 (3)(a) of the Companies Act, a copy of Annual Return for Financial Year 2022-23 prepared in pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at the following link: www.insilcoindia.com www.insilcoindia.com —> Investors —> Annual Return. Investors are requested to please refer the same.

10. NUMBER AND DATES OF MEETINGS OF THE BOARD AND ATTENDANCE OF THE DIRECTORS

The Board duly met 5 times in the Financial Year 2022-23 on 30th May 2022, 12th August 2022, 21st October 2022, 14th November 2022 and 13th February 2023. The attendance of the Directors in the Board meetings is given in clause no. 2.3(C) of Corporate Governance Report.

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1) of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Board of Directors has constituted a Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and the Board.

The said policy lays down the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the remuneration criteria for Director, Senior Management Personnel and other employees including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors and Officers Insurance and other matters as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations. Pursuant to Section 178(4) of the Companies Act, 2013, the said Nomination and Remuneration policy of the Company is available on the website of the Company at the following link: http:// www.insilcoindia.com —> Investors —> Policies —> Nomination and Remuneration Policy.

12. SECRETARIAL AUDIT

As required under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s APK & Associates, Practicing Company Secretaries having its address at 53-A, Shyam Vihar-II, Goyla Road, Najafgarh, New Delhi-110043 has conducted the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report in Form No. MR-3 issued by the said firm is attached to this report as Annexure-1.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company had not entered into any transaction of loan, guarantee or investment under Section 186 of the Companies Act, 2013.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, the Company has not entered into any transactions with related parties except remuneration to KMP and sitting fees to independent directors. The aforementioned related party transactions during the Financial Year 2022-23, were in ordinary course of the business and were on an arms length basis.

In terms of the Act, no material related party transactions were carried out by the Company during the Financial Year. All related party transactions are placed before the Audit Committee for review and approval. The quarterly disclosures of transactions with related parties are made to the Audit Committee for its review. As required under section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee has granted Omnibus approval for appropriate related party transactions in accordance with the criteria laid down for the purpose.

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 on the Company for the financial year under review. Members may refer to Note no. 25 to the financial statement which sets out related party disclosures for the financial year ended 31st March 2023.

All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to an independent review by the Statutory Auditors of the Company to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, the Board has laid down a policy on dealing with related party transactions and the same is available on the website of the Company at the following link: http:// www.insilcoindia.com —> Investors —> Policies —> Related Party Transaction Policy.

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

There are 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 this report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy

Insilco Limited has been refused the consent to operate and there are no operations of the company since October 26, 2019. Hence no such projects have been taken up.

B. Technology Absorption

Insilco Limited has been refused the consent to operate and there are no operations of the company since October 26, 2019. Hence no such projects have been taken up.

C. Foreign Exchange earnings and outgo

The Foreign Exchange earnings in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows were as follows:

Total Foreign Exchange used and earned Year ended 31st March 2023 Year ended 31st March 2022
a) Total Foreign Exchange earned - -
b) Total Foreign Exchange used - 7,757

17. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder Pursuant to the above provisions the Company has constituted an Internal Complaints Committee for every location where it operates which have been given the responsibility to receive and address the complaints. During the financial year 2022-23 under review, the Company did not received any complaint pertaining to sexual harassment and hence no compliant is outstanding as on 31st March 2023. The Company has filed an Annual Report with the concerned Authority in the matter. The said policy is available on the website of the Company at the following link: http:// www.insilcoindia.com —> Investors —> Policies —> Prevention of Sexual Harassment Policy.

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

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

The Company is not covered under the provisions of CSR i.e. Section 135 of the Companies Act, 2013 and accordingly not required to comply with the requirements of Section 135 of the Companies Act, 2013.

19. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has established a "Whistle Blower Policy" for employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and is operating effectively. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected. This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year, the Company has not received any complaint through such mechanism.

A copy of the said policy is available on the website of the Company at the following path: http:// www.insilcoindia.com —> Investors —> Policies —> Whistle Blower Policy.

20. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company believes that the process of performance evaluation at the Board level is essential to its Board engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees with specific focus on performance and effective functioning of the Board and its Committee. The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

Pursuant to the provisions of the Companies Act, 2013 the Nomination and Remuneration Committee, the SEBI (LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, the company has decided that the Board will evaluate its Committees and the Nomination and Remuneration Committee would evaluate the Board and Individual Directors. The evaluation as aforesaid has been done in the meeting of the Nomination and Remuneration Committee and in the Board Meeting. After evaluation, the performances of the Board, its Committees and Individual Directors were found upto the mark and was satisfactory.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and the Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The performance evaluation of the Independent Directors have been done by the entire Board, excluding the Director being evaluated on the basis of performance and fulfilment of the independence criteria as specified under the Companies Act, 2013 and the Listing Regulations.

21. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the Company has not changed the nature of its business.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP) Change in Directors and KMP

There is no change in the Board of Directors during the Financial Year 2022-23.

Ms. Geetika Varshney was appointed as Company Secretary and Compliance Officer and was designated as Key Managerial Personnel with effect from 1st April, 2022.

Mr. Rajeev Agarwal was appointed as Chief Financial Officer of the Company with effect from 15th November 2021 in the Board Meeting held on 11th November 2021.

In accordance with the terms of the Retention Agreement dated 1st February 2021 ("Retention Agreement") made between Mr. Rajeev Agarwal and the Company, Mr. Rajeev Agarwals last working day with the Company was 31st December 2022. Accordingly, Mr. Rajeev Agarwal, Chief Financial Officer of the Company ceased to be the Chief Financial Officer of the Company with effect from 1st January 2023. The same was noted by the Board of Directors in the meeting held on 13th February 2023.

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief resume, details of experience and other Directorships / Committee memberships/ Chairmanships held by the Directors in other Companies, whose re-appointment is due in the forthcoming Annual General Meeting (AGM) of the Company, forms part of the Notice convening the 35th AGM.

Term of Independent Directors

The date of commencement of term of Independent directors are given below along with date of approval by Shareholders:

First term Second term
S. No. Name of Independent Directors Start date Date of approval in AGM Start Date Date of approval in AGM
1 Mr. Dara Phirozeshaw Mehta 1st Apr 2014 14th Aug 2014 1st Apr 2019 24 th Jul 2018
2 Ms. Sonia Prashar 4th Aug 2016 26th Sept 2016 4th Aug 2021 2nd Aug 2021

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms Meng Tang was liable to retire by rotation in the last Adjourned AGM held on 28th September 2022. Being eligible, she offered herself for re-appointment and the members appointed her as a Director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Christian Schlossnikl shall retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013 as well as Regulation 25 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed 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. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(7) of the Act.

The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent Director as specified under the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are persons of integrity and possesses relevant expertise and experience.

Familiarization program for Independent Directors

The Company follows an induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its operations, business philosophy and model, roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations of the Company.

Thereafter, the Company continues with periodic familiarization process of Independent Directors to keep them upto date with the developments in the Company. The details of such familiarization programme is also displayed on the website of the Company at the following link: https://www.insilcoindia.com/Pdf/PDF-2020/Details%20-%20Familiarization%20Programmes% 20w.e.f.%201%20April%202015.pdf

23. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

a. Corporate Governance - Disclosures as per provisions of Schedule V, Part II, Section II (B)(iv)(IV)

NIL b. Ratio of Remuneration of each Director to median remuneration of employees

NIL c. Percentage increase in remuneration of each Director and KMP

The annual increment of remuneration of employees is done every year w.e.f. 1st April. The annual increment w.e.f. 1st April 2022 of KMPs are given below in % alongwith the designation as on the date of approval of this report.

Name Director/KMP % increase (w.e.f. 1st April 2022) Remarks
Ms. Geetika Varshney KMP (Company Secretary) Nil Appointed w.e.f. 1st April 2022
Mr. Rajeev Agarwal* KMP (Chief Financial Officer) NIL Ceased to be the Chief Financial Officer of the Company w.e.f. 1st January 2023

* Mr. Rajeev Agarwal ceased to be the Chief Financial Officer of the Company w.e.f. 1st January 2023. d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2022-23 was 4%. e. No. of permanent employees on the rolls of the Company

As on 31st March 2023, Company has 01 permanent employee on the rolls of the Company. f. Average percentage increase already made in the salaries of employees in the Financial Year 2022-23 in April 2022 and its comparison with the percentage increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

Particulars Financial Year 2022-23
Average percentage increase in the salaries of employee other than Managerial Personnel NIL
Average percentage increase in salary of Managerial Personnel 4%

g. Policy compliance affirmation

The remuneration of the Directors and KMP is as per the nomination and remuneration policy of the Company.

24. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company:

- who was employed throughout the Financial Year 2022-23 and was in receipt of remuneration for that financial year of not less than Rs.10,200,000/- ; or

- who was employed for a part of the Financial Year 2022-23 and was in receipt of remuneration at a rate which was not less than Rs. 850,000/- per month; or

- who was employed throughout or part of the Financial Year 2022-23 and was in receipt of remuneration in that Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director and holds by himself or along with its spouse and dependent children, not less than two percent of the equity shares of the Company.

Top Five employees in terms of remuneration drawn during the Financial Year 2022-23

Sl. No. Name (In Alphabetical Order) Designation (As on 31st Dec 2022) Designation as on 31st March 2023
1 Geetika Varshney Company Secretary Company Secretary
2 Jaipal Singh Rawat* Sr. Manager - Procurement & Commercial Cessation on 31.12.2022
3 Anurag Srivastava* Head - Site HR & Facilities Cessation on 31.12.2022
4 Rajeev Agarwal* Chief Financial officer Cessation on 31.12.2022
5. Satpal Singh* Manager (M&U) Cessation on 31.12.2022

*In accordance with the terms of the Retention Agreement dated 1st February 2021 made between the employees and the Company, their last working day was 31st December 2022.

25. AUDITORS

The members are hereby informed that M/s. Shiv & Associates (Firm Registration No. with ICAI 009989N was appointed as Statutory Auditor of the Company for the first term of 5 (five) consecutive years in the 34th AGM to hold the office from the conclusion of the 34th Annual General Meeting till the conclusion of 39th Annual General Meeting.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

26. COST AUDITOR/MAINTENANCE OF COST RECORDS

Maintenance of Cost Records for the Financial Year 2022-23

During the financial year 2022-23, there was no production and no Sales/Turnover due to discontinuation of business activities, therefore the Cost Audit & Maintenance of Cost Records are not applicable on the Company.

27. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations, the Board has constituted an Audit Committee. The composition of the Audit Committee was as follows:

As on 31st March 2023
S. No. Name of the Director Designation in Audit Committee
1 Mr. Dara Phirozeshaw Mehta Chairman
2 Ms. Sonia Prashar Member
3 Mr. Vinod Paremal Member

The Board of Directors of the Company has accepted all the recommendations made by the Audit Committee.

28. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year also there were no companies, which have become or ceased to be your Companys subsidiary, joint venture or associate company.

29. DEPOSITS

The Company has not accepted any deposits during the year pursuant to the provisions of Chapter V of the Companies Act, 2013.

30. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status Companys operations.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control for ensuring efficient and effective conduct of business, safeguarding of its assets and prevention and detection of fraud and errors with respect to internal financial statement. The same is explained in management and discussions and analysis report under the heading "Internal Control System and their adequacy".

32. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

33. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the following are furnished forming part of this Directors Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance with the conditions of Corporate Governance as per provisions of Listing Regulations are attached as Annexure - 2 and 2.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per provisions of Listing Regulations is attached as Annexure – 2.1.

iii. Certificate from Managing Director regarding correctness of the financial statements presented to the Board is attached as Annexure – 2.2.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, a detailed report on the Management Discussions and Analysis Report is enclosed as Annexure - 3 forming part of Annual Report.

35. COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

36. DISCLOSURE BY SENIOR MANAGEMENT OF CONFLICT OF INTEREST, IF ANY

Pursuant to the provisions of regulation 26(5) of the Listing Regulations, the Senior Management of the Company have made a disclosure to the Board of Director that they have no personal interest in relation to all material, financial and commercial transactions that may have a potential conflict with the interest of the Company at large.

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

- Not Applicable

38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF - Not Applicable

39. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

40. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Employees and other Stakeholders which have been a constant source of strength to the Company. The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For & on behalf of the Board of Insilco Limited
(Under Voluntary Liquidation)
Sd/- Sd/-
Sonia Prashar Vinod Paremal
Director Managing Director
DIN : 06477222 DIN : 08803466
Place: New Delhi Place: Mumbai
Date : 30th May 2023 Date : 30th May 2023