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Jubilant Industries Ltd Directors Report

Jul 22, 2024|03:32:46 PM

Jubilant Industries Ltd Share Price directors Report

The Board of Directors are pleased to present the 17th (Seventeenth) Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2023 ("FY 2023").


(Rs. in million)




Year ended March 31,2023 Year ended March 31,2022 Year ended March 31, 2023 Year ended March 31,2022

Continuing operations

Total Revenue from Operations

14,729.18 11,658.00 - -

Total Expenses

14,035.82 10,933.54 - -

Operating Profit/(Loss)

693.36 724.46 - -

Other Income

28.71 9.73 - -

Profit/(Loss) before Exceptional Items and Tax from continuing operations

722.07 734.19 - -

Exceptional items

- - - -

Profit/(Loss) after Exceptional Items but before Tax from continuing operations

722.07 734.19 - -

Tax Expenses

194.10 188.04 - -

Profit/(Loss) for the year from continuing operations

527.97 546.15 - -

Discontinued operations

Profit/(Loss) before Tax from discontinued operations

112.64 (10.29) 112.65 (9.44)

Tax Expenses

19.21 - 19.21 -

Profit/(Loss) for the year from discontinued operations

93.43 (10.29) 93.44 (9.44)

Profit/(Loss) for the year from continuing and discontinued operations

621.40 535.86 93.44 (9.44)

Other Comprehensive Income

(2.76) 3.31 0.02 -

Total Comprehensive Income for the year (comprising profit and other comprehensive income for the year)

618.64 539.17 93.46 (9.44)

Retained Earnings brought forward from previous year

(221.06) (756.92) 1,330.06 1,339.50

Retained Earnings to be carried forward

400.34 (221.06) 1,423.50 1,330.06


The Company was engaged in the business of manufacturing Indian made foreign liquor (IMFL). During the year under review, the company did not engage in any operational business activities.

The Companys Wholly-owned Subsidiary, Jubilant Agri and Consumer Products Limited ("JACPL") is engaged in the manufacturing of Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth, Performance Polymers

and Chemicals, at its manufacturing facilities situated at Gajraula & Sahibabad in Uttar Pradesh, Kapasan in Rajasthan and Savli in Gujarat. JACPL is the sole manufacturer of food grade Polyvinyl Acetate (PVAc) in India having state of the art manufacturing facility situated at Gajraula in Uttar Pradesh and also the dominant player in manufacturing of VP Latex having state of the art manufacturing facility situated at Savli in Gujarat.

The Companys brand Ramban in Agri Products, Jivanjor & Vamicol in Wood Adhesive and Charmwood & Ultra Italia in Wood Finish are well known brands in their segments.

There has been no change in the nature of business of the Company during the FY 2023.

Consolidated Financials

In FY 2023 the consolidated revenue from operations was I 14,729.18 million. EBITDA for the year stood at I 1,058.10 million. Net Profit after tax from continuing operations was I 527.97 million and Basic EPS from continuing operations on consolidated basis stood at I 35.06.

Standalone Financials

In FY 2023 total revenue from continuing operations was I Nil. EBITDA for the year stood at I Nil. Net Profit after tax from continuing and discounted operations was I 93.44 million.

The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the Act) and Ind-AS 110 Consolidated Financial Statementsprescribed under Section 133 of the Act, forms part of the Annual Report.


The Board of Directors have not recommended any dividend for the financial year 2022-23.


During the year under review, the Company has transferred I 1.90 million to General Reserve from Share Based Payment Reserve pertaining to lapse of Stock Options.


The authorized share capital of the Company as at March 31,2023 was I 18,10,00,000 (Rupees Eighteen Crore Ten Lakh only) consisting of 1,81,00,000 (One Crore Eighty One Lakh) equity shares of I 10 (Rupees Ten) each.

Paid-up Share Capital

As at March 31, 2022, the paid-up share capital was I 15,03,11,010 (Rupees Fifteen Crore Three Lakh Eleven Thousand and Ten only) consisting of 1,50,31,101 (One Crore Fifty Lakh Thirty One Thousand One Hundred and One) equity shares of 110 (Rupees Ten) each.

During the year under review, the Company has allotted, 36,000 equity shares pursuant to exercise of stock options. Consequently, the paid up share capital as on March 31, 2023 was 115,06,71,010 (Rupees

Fifteen Crore Six Lakh Seventy-One Thousand and Ten only) comprising 1,50,67,101 (One Crore Fifty Lakh Sixty Seven Thousand One Hundred and One) equity shares of 110 (Rupees Ten) each fully paid up.

Employees Stock Option Scheme

At present, the Company has two Employees Stock Option Schemes, namely JIL Employees Stock Option Scheme 2013 ("Scheme 2013") and JIL Employees Stock Option Scheme 2018 ("Scheme 2018").

Both the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and other applicable laws. The details pursuant to the SEBI SBEB Regulations, have been placed on the website https://www. iubilantindustries.com/pdfs/For-Scheme-2013- FY-2022-23.pdf & https://www.iubilantindustries. com/pdfs/For-Scheme-2018-FY-2022-23.pdf.

The Company has received a certificate from its Secretarial Auditor certifying that both the Schemes have been implemented in accordance with the SEBI SBEB Regulations. The certificate would be placed at the ensuing Annual General Meeting for inspection by the members.

6. Composite Scheme of Arrangement

With a view to simplify and streamline the Promoters shareholding structure by eliminating shareholding tiers and to bring greater transparency in the Promoters shareholding and to enable the shareholders of the Company to directly hold shares in the operating Subsidiary Company, i.e., Jubilant Agri and Consumer Products Limited, the Board of Directors of your Company had, at its meeting held on August 12, 2022, approved the Composite Scheme of Arrangement among HSSS Investment Holding Private Limited ("Amalgamating Company 1"), KBHB Investment Holding Private Limited ("Amalgamating Company 2"), SSBPB Investment Holding Private Limited ("Amalgamating Company 3"), Jubilant Industries Limited ("Company"/"JIL") and Jubilant Agri and Consumer Products Limited ("Amalgamated Company") and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (the Scheme), which is subject to requisite statutory approval(s).

Upon approval of the Board of Directors and pursuant to the observation letters issued by the stock exchanges, the Company had filed the said Scheme with the Honble NCLT, Allahabad Bench. The Honble NCLT heard the matter and passed an order on May 3, 2023, for calling the meeting of the Equity Shareholders of the Company and Secured Creditors

& Unsecured Creditors of Jubilant Agri and Consumer Products Limited on July 28, 2023 and July 29, 2023, respectively.

The Scheme is available on the website of the Company at https://www.iubilantindustries.com/ composite-scheme-of-arrangement.html


The Company has two Wholly-owned Subsidiaries, Jubilant Agri and Consumer Products Limited (“JACPL") and Jubilant Industries Inc., USA.

• Jubilant Agri and Consumer Products Limited

JACPL is engaged in the manufacturing of Agri Products comprising Single Super Phosphate, a wide range of Crop Nutrition, Crop Growth, Performance Polymers and Chemicals.

During the FY 2023, JACPL has revenue from operations I 14,365.49 million. EBITDA for the year stood at I 1,050.90 million.Net Profit after tax for the FY 2023 is I 528.56 million.

In terms of Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), JACPL is a material non-listed Wholly-owned Subsidiary of the Company.

• Jubilant Industries Inc., USA

Jubilant Industries Inc., USA is a Wholly- owned Subsidiary of the Company. It has been engaged in overseas trading of Solid Poly Vinyl Acetate and VP Latex.

During FY 2023, it was engaged in overseas trading of Solid Poly Vinyl Acetate and Latex. It had revenue from operations amounting to I 1,255.28 million. Net Profit after tax for the year 2023 is I 17.63 million.

During FY 2023, there were no associates or joint ventures of the Company.

A statement containing salient features of the financial statements of Companys subsidiaries including therein contribution of subsidiaries to the overall performance of the Company is given in Form AOC 1 attached to the financial statements.


Appointment, Re-appointment and Resignation

Pursuant to the provisions of the Companies Act, 2013, Mr. Shamit Bhartia will retire at the ensuing Annual General Meeting (AGM) and being eligible,

has offered himself for re-appointment. The Board recommends his re-appointment to the members in the ensuing AGM.

Further, Mr. Abhishek Mishra resigned as Company Secretary and Compliance Officer of the Company with effect from April 15, 2023 and in his place, Mr. Abhishek Kamra was appointed as Company Secretary and Compliance Officer of the Company, on interim basis, with effect from May 25, 2023.

During the financial year under review, no Directors or Key Management Personnel (KMP) were either appointed or resigned.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence with relevant integrity, expertise, experience and proficiency as provided under Section 149 read with Schedule IV of the Act and Regulation 16 of the Listing Regulations and have also confirmed for compliance of inclusion of name in the data bank, being maintained with Indian Institute of Corporate Affairs as provided under the Act read with applicable rules made thereunder. The Company has also received declaration from the Independent Directors that they have complied with the code of conduct of Directors and Senior Management.

Meetings of the Board

During the FY 2023, 4 (four) meetings of Board of Directors were held. The details of Board Meetings and the attendance of Directors have been provided in the Corporate Governance Report, attached to this Report.

Appointment and Remuneration Policy

The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II, Part D of the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report, attached to this Report.

Annual Performance Evaluation of the Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured questionnaire covering various aspects of the functioning of Board and its Committees. The detailed process of annual performance evaluation of the Board, its Committees, Chairperson and of individual Directors is disclosed in the Corporate Governance Report attached to this Report.


As on date, the Audit Committee consists of four members: Mr. Ravinder Pal Sharma, Chairman, Ms. Shivpriya Nanda, Mr. Radhey Shyam Sharma, and Mr. Manu Ahuja.

All the recommendations made by Audit Committee were accepted by the Board of Directors.

Further information about the Audit Committee is provided in the Corporate Governance Report attached to this Report.

10. AUDITORS & AUDITORS REPORT Statutory Auditor

In terms of the provisions of Section 139 of the Act, BGJC & Associates LLP, Chartered Accountants, were appointed as the Companys Statutory Auditors by the shareholders at their 13th AGM held on September 25, 2019, for a period of five years i.e. till the conclusion of 18th (Eighteenth) AGM of the Company to be held in the year 2024.

The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Sanjay Grover & Associates (ICSI Firm Registration No.: P2001DE052900), Company Secretaries, in its meeting held on May 27, 2022, to undertake the Secretarial Audit of the Company for the FY 2022-23. The Secretarial Audit Report is attached as Annexure 1 to this report and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, JACPL, material subsidiary of the Company, has also undergone Secretarial Audit as per Section 204 of the Act and Regulation 24A of the Listing Regulations.

Accordingly, the Secretarial Audit Report for the financial year ended March 31, 2023 of JACPL issued by M/s Sanjay Grover & Associates, Practicing Company Secretaries, is attached as Annexure 1A. The said report is self-explanatory and do not contain any qualifications, reservations, adverse remarks or disclaimers.


During the year, there were no instances of fraud reported by auditors under section 143(12) of the Act.


The Company has in place a Risk Management Policy which assists; in identifying the elements of risk, if any, which in the opinion of the Board may impact the Company; monitoring and reviewing the risk management plan; and implementing the risk management framework of the Company. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.


Jubilant Industries human resources policies seek to enable effective delivery of its business strategy. The Company provides a work environment that attracts, develops and retains the best talent, promotes a values-driven, high-performance culture embedding diversity and transformation. The Company has continued to focus on critical skills development to ensure that teams have the right skills base and culture for smoother performance at present and to accelerate future growth.

At Jubilant Industries, our employees have always at the core of our strategy. This year was a consolidation year wherein the strides & initiatives taken during the last year spanning across all the businesses are critically reviewed on the stage gated success milestones.

"Caring, Sharing and Growing" are our core guiding principles get amplified through our integrated Talent Management initiatives, which is closely knit to the business strategy. This defines who we are & what we stand for.

In an ever-increasing competitive and challenging world, we continue to focus on our People Pillar as a key to achieve our core objective of sustainable growth and social objectives. The Company acknowledges the role of the Human Resource Inventory as a strategic business partner in the organization and continues to invest in a wide variety of HR engagement initiatives.

Key dimensions of People Agenda:

• Skilled, experienced, diverse and productive people enable the Company to operate safely, reliably and sustainably.

• A safe operation culture - safe plants are stable plants, allowing the Company to meet production targets, providing a safe work environment where employees are healthy and engaged.

• Inclusive & Engaged Workforce - A participative approach & an inclusive Talent Management philosophy.

• Safety of employees - Internal Talent Reservoir - ensuring that the Company has the right talent in the right place at the right time enabling transformation and growth.

The focus for the last Four years has been to ensure our transition as a Digital organization. The core team at the corporate office & a pool of strategic partnerships are working round the clock to ensure a phased Digital Ecosystem for all the businesses. The Digital strategy is two pronged while the key focus has been to ensure that the work life of our field champions transforms, the internal back office system is also experiencing a digital revolution to ensure holistic integration. The digital blue print is based on our vision of achieving "The Power to You", empowering our customer facing employees to leverage this technology edge & deliver a superior customer delight & improved business results.

Talent management has been a key focus area for the HR function in the organization. We actively endeavor that our employees look at job enlargement and rotation opportunities as supporting such a journey is a win-win arrangement wherein employees discover avenues of growth and the organization can leverage well-inducted candidates with a deep understanding of its business and culture.

We maintain a continuous flow of communication with the employees, which is interactive in nature. This ranges from the CEOs Town hall for the entire organization across geographies to structured & formal organization updates. These events act as a platform for open dialogue between leaders and employees, sharing of important updates, addressing concerns, if any, and thereby building a culture of transparency, trust and collaboration.

Apart from our tiered development approach, the Company works on strengthening the capabilities of its employees with the help of training programs, on-the-job learning and special projects to bridge the identified gaps to ensure future ready talent. The Sales Excellence vertical works very closely with the B2C business delivering on the two Ps, People capability & Process. All customer-interfacing roles get assessed for competencies to ensure"The Jubilant Way of Selling" is delivered across the geography. This also includes the Influencer engagement teams who have the key responsibility to engage with influencers and deliver the Sell-out. The training & certification programs are being delivered Pan-India and this investment is showing early promising signs translating in to business results.

Further, the Company has also constituted Internal Complaints Committee in compliance with the

provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no case has been reported.


During the year, the Wholly-owned Subsidiary of the Company, JACPL, has received a Platinum Category "Grow Care India Award 2022" in Chemical Sector for its Gajraula plant for outstanding achievement in Environment Management.

JACPL Gajraula Plant has been Awarded RATING -3 for the award of VZ-RSI for outstanding achievement in "VISION ZERO APPROCH FOR SAFETY, HEALTH AND WELLBEING FOR SUSTAINABLE BUSINESS GROWTH"

JACPL Savli Plant has also been awarded with Silver Medal for the Sustainable Performance, by Ecovadis.


The Company firmly believes in inclusive growth of its business with the Environmental enrichment and Social development based on the triple bottom line concept of Sustainable Development.

The Corporate Sustainability Report 2022-23 will be available on the website of the Company (www.iubilantindustries.com).

Sustainability initiatives have been undertaken by the JACPL for reduction of emission parameters, energy consumption and greenhouse gas emission. Energy Conservation drive have been carried out to strengthen the awareness and participation of employees in reducing avoidable Energy losses. Waste water generated in fertilizer plant is completely recycled and reused. In other plants it is treated and disposed as per Consent conditions. Natural Resource conservation measures have been strengthened through reuse of hazardous wastes

i.e. silica sludge, Sulphur sludge and fly-ash in the fertilizer plant. Further Renewable fuel (Rice Husk, Fuel Wood, Saw Dust & Mustard Husk Briquettes) have been successfully used, completely eliminating use of coal in hot air generators at our Gajraula Plant in the reporting year. Similar initiative is also being started at our Kapasan plant to eliminate coal consumption by use of green fuel like rice husk. Replacement of existing Diesel Gensets with PNG Gensets at Sahibabad (Clean Fuel), benefits on the same with regard to GHG emission has been achieved in FY 2023.


The Corporate Social Responsibility (CSR) is an essential pillar of Jubilant in its endeavours towards sustainable & responsible growth. CSR activities at

Jubilant are weaved in accordance with the provisions of Section 135 read with Schedule VII to the Act. Besides, the CSR initiatives at the company are in line with the United Nations Sustainable Development Goals (SDGs).

Jubilant Bhatia Foundation (JBF) formed in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of all group companies of Jubilant. The Company has been issuing its Corporate Sustainability report which has external assurance and its as per the Global Reporting Initiative (GRI) guidelines. The JBF is also receiving A+ level by GRI since the year 2007. Along with this, from the year 2017-18, the Sustainability Report is aligned with the Global Reporting Initiatives GRI Standards in accordance with the Comprehensive option.

Through CSR, JBF is working in the realm of Health, Education & Livelihood. The CSR projects focuses towards empowering and adding value in the lives of the communities around the area of operations of Jubilant with a 4P (Public-Private- People-Partnership) during the implementation. JBFs detailed activities are available on its website www.iubilantbhartiafoundation.com.

With a vision to bring progressive social change through strategic multi-stakeholder partnership and bring about a social change involving "knowledge generation & sharing, experiential learning and entrepreneurial ecosystem", during the Financial Year 2023, JBF continued working towards enhancing the quality of life of the community around the manufacturing locations, considered as an apex stakeholder.

The brief information of CSR activities undertaken by JBF is given below:

• Providing affordable basic & preventive health care- Reaching out to almost 33000 population 16 Villages in Kapasan through Jubilant Aarogya (Providing affordable healthcare through mobile & static clinic enabled with JUBICARE- platform along with need based health awareness camps.

• Supporting Rural Government Primary

Education-Jubilant Bhartia Foundation is reaching out to more than 3000 students in primary schools through e-Muskaan (Smart TV) and Khushiyon Ki Pathshala (Value education for Teachers and Students), Mobile Science Labs and Muskaan Kitaab Ghar (Library)

• Under livelihood initiatives, local women beneficiaries from the community were engaged as Paryavaran Sakhi in neem plantation. JBF is also reaching out to farmers through Samridhhi

initiatives and has provided infrastructure support through projects like establishment of rainwater harvesting structures, tin shades & water turf for cattle and setting up of a bus stand for community.

The Annual Report on CSR including contents of the CSR Policy and composition of Sustainability & Corporate Social Responsibility Committee is attached as Annexure 2 to this Report.


In its endeavour to improve investor services, your Company has taken the following initiatives:

• The Investor Section on the website of the Company (www.iubilantindustries.com) is updated regularly for information of the shareholders.

• Disclosure(s) made to the Stock Exchanges are promptly uploaded on the website of the Company, as per the requirement of the SEBI Listing Regulations, for information of the Investors.

• There is a dedicated e-mail id investorsiil@ iubl.com for sending communications to the Company Secretary and Compliance Officer.

Members may lodge their requests, complaints and suggestions on this e-mail as well.


The Companys internal control framework are commensurate with the size and nature of its operations. BGJC & Associates LLP, Statutory Auditors have audited the financial statements of the Company included in this annual report and have also confirmed the adequacy and operational effectiveness of its internal control over financial reporting (as defined in Section 143 of the Act) as on March 31,2023. A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.


i. Annual Return: In terms of Sections 92(3) and

134(3)(a) of the Act, annual return is available under the Investors section of the Companys website and can be viewed at the following link: https://www.iubilantindustries.com/


ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under the said Chapter.

iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loan, guarantee or security is proposed to be utilised by the recipient have been disclosed in Note nos. 5, 28 and 4 to the Standalone Financial Statements.

iv. Particulars of Contracts or Arrangements with the Related Parties: The Company had formulated a policy on Related Party Transactions (RPTs), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.

All RPTs entered into during FY 2022-23 were in the ordinary course of business and were entered on arms length basis. No material RPTs were entered into during FY 2022-23 by the Company as defined in the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable. Your Directors draw attention of the members to Note no. 26 to the Standalone Financial Statements which sets out the Related Party disclosures.

v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2022-23 till the date of this Report, which affects the financial position of the Company.

vi. Significant or Material orders: No significant or material orders have been passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

vii. Vigil Mechanism/Whistle Blower Policy: The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report, which forms an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company had been engaged in the business of manufacturing of IMFL, and as the Company did not have any operating business during the FY 2022-23, most of the information as required under Section 134 of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, as amended, is not applicable. However, the information as applicable has been given in Annexure 3 and forms part of this Report.

ix. Particular of Employees: Particulars as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 4 and forms part of this Report.

x. Secretarial Standards of ICSI: The Company has complied with the Secretarial Standard-1 on Meetings of the Board of Directors and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

xi. Cost Records: Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records.

xii. Transfer to Investor Education and Protection Fund: The details of unpaid or unclaimed dividend and shares thereof transferred to Investor Education and Protection Fund have been disclosed in Corporate Governance Report and forms an integral part of this report.

xiii. During the year, Mr. Manu Ahuja, CEO and Managing Director of the Company is getting remuneration from Jubilant Agri and Consumer Products Limited, Wholly-owned Subsidiary of the Company, as its CEO & Whole-time Director.

xiv. 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

xv. 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.

xvi. The disclosures as required under Rule 4, Rule 8, Rule 12 and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014 are not applicable to the Company.


Your Directors, based on the representation received

from the management, confirm that:

• in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• the Directors had 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 as on March 31, 2023 and of the profit and loss of the Company for the year ended March 31, 2023;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

Based on the framework of internal financial controls (including the Control Manager) for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and the reviews performed by the 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; and

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.


As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering to the best corporate practices prevalent globally.

A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, is attached as Annexure 5 and forms part of this Report. A

certificate from the Statutory Auditor confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations, 2015 is attached to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2023. A certificate from the Chief Executive Officer & Managing Director confirming the same is attached to the Corporate Governance Report.

A certificate from the Chief Executive Officer and Chief Financial Officer confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.


Management Discussion and Analysis Report, as stipulated under the Listing Regulations, is presented in a separate Section forming part of this Annual Report.

For the sake of brevity the items covered in the Report are not repeated in the Management Discussion and Analysis Report.


Your Directors acknowledge with gratitude the cooperation and assistance received from the Central and State Government Authorities. Your Directors thanks the Shareholders, Banks/other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.

For and on behalf of the Board
Priyavrat Bhartia

Place: Gurugram


Date: May 25, 2023


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