paradeep phosphates ltd share price Directors report

To the Members,

Your Directors have pleasure in presenting the Forth first Annual Report of Paradeep Phosphates Limited ("Company") together with the Audited Statement of Accounts for the financial year ended 31st March 2023.

1. FINANCIAL HIGHLIGHTS

(Rs in Crores)

Particulars	Standalone
	2022-23	2021-22
Total income	13,431.79	7,897.99
Finance Costs	291.24	85.54
Depreciation	175.15	90.46
Profit before tax	425.66	534.38
Tax expense	121.97	136.54
Profit after tax	303.69	397.84
Other Comprehensive Income	0.69	(0.46)
Total Comprehensive Income	304.38	397.38
Earnings Per Share	3.89	6.91
(Basic & Diluted)

2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There was no change in the nature of business of the Company during the year.

3. REVIEW OF OPERATIONS

During the financial year, on a standalone basis, the Company recorded operating revenue of Rs 13,340.72 Crores which is 69.76% higher compared to the revenue for the previous financial year.

The profit before tax for the year ended 31st March 2023 was Rs 425.66 Crores as compared to Rs 534.38 Crores for the year ended 31st March 2022. Net Profit was Rs 303.69 Crores for the year ended 31st March 2023 compared to earlier years Rs 397.84 Crores. Total Comprehensive Income stood at Rs 304.38 Crores for the year ended 31st March 2023 compared to Rs 397.38 Crores for the previous year.

During the financial year your company has added significant capacities through organic as well as inorganic route. This includes completion of revamp of four granulation trains at Paradeep site resulting in a daily average production run-rate of 5000 MT December 2022 onwards, thereby meeting the revamp targets and also completion of the acquisition of the Goa plant which has in turn added 1.2 Million MT to our overall capacity

4. Capital Project

At Pardeep Plant

• Installation of new Ship unloader at PPL Jetty, Paradeep which is ease for operation and maintenance, environment friendly as dust free and provide for fast unloading. The Erection of the installation started in January 2023 and expected to complete by end of May 2023.

• The Company Completed one of its prestigious expansion project - revamp of the four granulation (DAP/NPK) trains (A, B, C & D) at its Paradeep Unit with object to improve production throughput, improve product quality, and reduce emissions. Following successful commissioning, production from each train is ramped-up to the optimal level and, following the revamp, daily production volumes combining all four trains exceed 5000 MTPD on a consistent basis, with a product mix of DAP & NP20. Company recorded the highest daily and monthly production volumes during the month of December 22 as a result of production ramp-up, and is preparing to achieve new highs of 150,000 MT monthly & 1.8 Million MT annual production volumes in the next few months and years.

As a result of the revamp, granulometry (between 2 and 4 mm, an average of 90%) as well as the environmental standards (ammonia emissions of 50 mg/NM3 and fluorine emissions of 5 mg/ NM3) have both been improved. As a result of improved product quality following the revamp, Companys brand image will be further enhanced on the market. Companys top and bottom lines will increase significantly in the coming years due to the addition of 25% production volume resulting from an increase in production rate through revamp

• The setting up of a new Phosphoric acid Plan was awarded to M/s Thyssenkrupp Industrial Solution India Private Limited/ Prayon (Belgium) to increase our Phosphoric acid annual production by 120,000 MT. The Expected commissioning by JulyRs 23. Further the installation of 4th Evaporator of capacity 350 TPD is under pre-commissioning which will increase annual production of strong Phosphoric acid by 116,000 MT.

• To support the above project with LP steam, power and sulphuric acid the Company is in process of setting up of up of 1500 TPD Sulphuric acid plant along with a 23 MW power plant. The Company has obtained the environment Clearances for project and expected completion by 2025.

At Goa Plant

• In order to comply with the revised energy norms set forth in NUP-2015 Policy notified by Department of Fertilizers, Government of India, the Company had conceptualised an Energy Savings Project (ESP) with target Specific Energy Consumption of Urea at 6.1GCal/MT Accordingly, the services of M/s CASALE were engaged to carry out the Process Design Package (PDP) for the ESP schemes and their integration. The PDP package has been developed to bring down the Urea Energy to 6.1 GCal/MT.

The retrofit of the Ammonia Converter and installation of the downstream Synthesis Loop Boiler (Phase I) shall be executed in Nov-Dec 2023 and will bring the Urea Energy to 6.4Gcal. MT The balance interventions (Phase II) as per the PDP shall be executed in May 2025.

In order to further bring down the Urea energy, a new Gas Turbine based Cogeneration plant has been conceptualised to replace the existing Steam Turbine based Cogeneration plant. This will help bring down the Urea Energy to 5.8GCal/MT. This modification shall be executed in May 2025 along with Ammonia plant Phase II modification proposed by Casale in the PDP

• In addition, a new 5000MT Atmospheric Ammonia Storage tank is proposed to be installed in the plant which would in time, replace the existing Horton Spheres in the plant.

• A new 350 MTPD Sulphuric Acid plant is being conceptualised which would enable PPL - Goa Unit to produce high NPS grades (such as 20-20- 0-13) as well as provide Power and thereby reduce the dependency on the Power Grid. We would also be able to cater to Sulphuric Acid requirements in the nearby markets.

• The existing material storage facilities are being augmented to facilitate larger storage for Phosphoric Acid, Potash and filler material. This will help in obtaining larger parcel of imports as well as provide adequate buffer for continuous production.

• As a part of ESG, Solar power shall be generated from the roof-top of the Administration building as well as from a floating Solar power plant over the dam water reservoir located near the factory. The floating power plant will also help reduce the evaporation losses.

• Other infrastructure like renovation of the administration building, a new factory Gate and new Colony for employees is being conceptualised.

5. TRANSFER TO RESERVES

Board of Directors has not proposed to carry any amount to any reserve account during the year.

6. DIVIDEND

Your Board of Directors have recommended dividend of Rupee 0.50 per equity share of face value of Rs 10 each, for the Financial Year 2022-23. The dividend distribution policy is available on the website of the company i.e. https://www.paradeepphosphates.com/ investors/corporate-governance#policies

7. SHARE CAPITAL Authorised Capital

The authorised share capital of the Company as on 31st March 2023 was Rs 10,000,000,000 (Rupees one thousand crores) divided into Rs 9,000,000,000 (Rupees nine hundred crores) consisting of 900,000,000 (ninety crores) equity shares of face value of Rs 10 each, and Rs 1,000,000,000 (Rupees hundred crores) consisting of 10,000,000 (one crore) 7% non-cumulative redeemable preference shares of face value of Rs 100 each"

8. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from 27th May 2022, pursuant to Initial Public Offering ("IPO") of the Company by way of a Fresh Issue and an Offer for Sale.

9. SAFETY, HEALTH, ENVIRONMENT

The Company continues its environment and safety initiatives and has successfully implemented internationally recognised Environment & Safety Standards and is an ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018, Protect & Sustain certified organisation and NABL accreditation ISO/IEC 17025:2017 from The National Board for Testing & Calibration Laboratories

The Company is commitment to protect environment as a corporate objective by implementing the new initiatives continuously. It includes mechanised auto wheel wash system, IP Surveillance camera covering all Stacks & plant and connected to RT-DAS server of OSPCB as a new initiative in addition to continuous Ambient Air Quality Monitoring Stations, Continuous emission Monitoring System for Sulphuric acid, Phosphoric acid & DAP/NPK Plants Stack and Continuous effluent monitoring system connected to RT-DAS server of OSPCB /CPCB..

The Company is conscious of the importance of environmentally clean and safe operations to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. Generation of green power from waste heat of Sulphuring acid plant leading to Zero fuel consumption, Installation of 255 KW Solar power in township, Zero Effluent Discharge maintained during the non-monsoon at Paradeep plant.

The Company has initiated the projects towards circular economy, this system ensures that waste is utilised in an environment friendly manner. New technologies and initiatives are also explored to manage the waste more effectively. It includes development of Zypmite and setting up manufacturing facility at PPL unit, use of NPG in road construction in consultation with of CPCB & CRRI which is approved by Indian Road Congress (IRC). The Company has tied with IMMT, Bhubaneswar for conversion of Phospho Gypsum in to alkaline material by mixing banana peduncle biomass in powder form to utilise in soil conditioning. The Company has tied with CSIR-National Environmental Engineering Research Institute (CSIR-NEERI), Nagpur to carry out Comprehensive study on Management of Solid Wastes and Wastewater at Goa unit. Trainings are also imparted to the employees on the importance of waste management and encouraged them to adopt practices that reduce waste generation.

The Company puts continuous efforts towards creating a positive impact on our premises & surroundings to maintain the biodiversity. The vast green cover occupying more than 39 % of the total area and numerous water bodies make for a comfortable habitat for terrestrial and aquatic lives. Migratory Birds are arriving every year in the PPL premises, more than thirty thousand with fifty-nine variety of species. Dept. of Forest, Govt. of Odisha is conducting Birds census every year in the PPL premises. Further the Companys

Fertilizer Plant at Goa continues to be a Zero Effluent Discharge Plant since 1990 and the man-made green belt around the Complex continues to flourish and attract a variety of birds and animals.

The Company has been putting all efforts for reduction in end-user Plastic waste and setting an example for other companies. The Company is closely working with GEM Enviro Management Private Limited which is a Waste Management Agency (WMA) that specializes in collection and aggregation of all kinds of packaging waste in a professional and organised manner backed by technology on PAN India basis.

The Company is working with GEM not just to fulfil our EPR (Extended Produced Responsibility) compliances under guidelines stipulated under PWM Rule 2016, amended 2018, but be the torchbearer when it comes to managing postconsumer plastic waste. Under our EPR Activity, the plant at Goa, in 2022-23 has diverted approximate 1440 tonnes of Post-Consumer Plastic Waste from landfills to recycling and thus contributing towards a greener and cleaner environment.

Health and Hygiene:

The Company accords high priority to health and hygiene monitoring at work place. Employees health assessment and occupational disease monitoring is done through periodical medical check-up. A well- equipped hospital in the campus at Paradeep works round the clock to provide health services to the employees and their families. Necessary training is imparted to employees and workers to enhance their awareness towards healthrelated matters.

The Company has initiated to make DEFIBRILLATION facility available at Health Centre at Goa Plant by procuring Automated External Defibrillator which can be used in the event of severe cardiac conditions like cardiac arrest, of whose incidences have been very high in recent time. This will be followed by extensive awareness/training across the industry.

The Company continues to be certified for "Excellence Certification of Protect & Sustain" stewardship from International Fertilizer Association. The Company conducted various activities related to Safety, Health & Environment during National Safety Week, National Road Safety Month, World Environment Day, National Fire Service Day and Chemical Disaster Prevention Day.

The Company has initiated implementation of Process Safety Management so as to identify process related risks if any. Safety leadership training programme for

Senior leaders in goa Plant was conducted through British Safety Council to further strengthen and improve the safety culture. Executives from Paradeep plant participated three days workshop on "Chemical Disaster Risk Management" Disaster Management Institute, Bhopal

"DIGITAL MASS COMMUNITY SAFETY AWARENESS" was conducted by Goa plant to generate safety awareness within general public on simple precautions to be taken in the event of ammonia gas emergency in various panchayat areas on giant LED screen with vehicle, during the Safety week celebration. Simple precautions to be taken in the event of ammonia gas emergency were played on FM channel to educate and create awareness. Two days training programme on Occupational Health & Safety, through the Inspectorate of Factories & Boilers, was conducted for the employees & workers

The Company Received Kalinga Safety Excellence Award-2022 and 13th "Exceed Award" 2022 on OSH under Platinum Category in recognition of exemplary efforts in maintaining best safety practices & culture. The Greentech International EHS Award- 2023 was received by the Company for outstanding achievement in Health & Safety

Industrial Relations

The Company undertakes a plethora of HR initiatives starting from talent acquisition, development and retention for longer period. The Company is declared as a Public Utility Service under the provisions of Industrial Dispute Act. The Employee Engagement Initiatives are customised to engage the employees in a positive and constructive way to get maximum satisfaction at the work place. QC/ Kaizen Team have been increased from 8 to 18 nos. as a part of Employee Engagement Initiative. Training calendar is designed to fill the identified Competency gaps of the employees. Skill gap is accessed taking into account of the direct input by employees on the basis of challenges in his function as depicted by him. The change in approach is to listen to the voice of employees with respect to their functional requirement. Succession planning and Leadership coaching are conducted for the high performers. Balance Score Card, the latest and best form of PMS, is adopted to appraise the performance of employees in effective and efficient manner.

The wage settlement of regular Staff category of employees has expired on 31st December 2021 and wage settlement of Contract labour has expired w.e.f. 31st March 2021 and consequent to the

Charter of Demand submitted by the representing contract workers unions, the concerned contractor establishment have submitted their counter COD to PPDMU & PPMU. In between, wage settlement for Bagging Contract workers is completed and the negotiation process for other areas are under progress.

PPL Hospital was declared as authorised Private Covid Vaccination Centre by the Govt. of Odisha and the facility for vaccination is still available at our Hospital for future needs.

10. ANNUAL RETURN

Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available on the website of the Company https://www.paradeepphosphates . com/investors/corporate-governance#annual-returns

11. a) BOARD MEETINGS

During the year, nine Board Meetings were held on 29th April 2022, 6th May 2022, 13th May 2022, 20th May 2022, 24th May 2022, 28th May 2022, 2nd August 2023, 4th November 2022 and 31st January 2023. The details of the composition of the Board and attendance of the Directors at the Board Meetings, are provided in the Corporate Governance Report attached as Annexure - A.

b) AUDIT COMMITTEE

During the year under review, six Audit Committee Meetings were held on 28th May 2022, 26th July 2022, 2nd August 2022, 4th November 2022, 23rd January 2023 and 31st January 2023 and all the recommendations of the Audit Committee were accepted by the Board. The details of the composition of the Audit Committee and details of committee meetings are given in the Corporate Governance Report attached as Annexure- A.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors 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) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
f) the Directors h ave devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as specified in Section 149(6) of the Act and shall abide by the Code for Independent Directors as specified in Schedule- IV of the Act.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company was having 8 directors as on 31st March 2023 with seven Non- Executive Directors including four independent directors and a Managing Director.

The shareholders of the Company by way of postal Ballot resolution appointed Mr. Subhrakant Panda as an Independent Director to hold office for a term of three (3) years from 31st January 2022 up to 30th January 2025, not be liable to retire by rotation.

Mr. Ujjwal Kumar ceased to be a Director of the Company with effect from 27th May, 2022 on cessation of nomination.

Mr. Marco Philippus Ardeshir Wadia ceased to be a Director of the Company with effect from 19th September 2022 on completion of his term as Independent Director of the Company.

The members of the Company on the recommendation of Board approved the reappointed Mr. N Suresh Krishnan as a Managing Director and Key Managerial Personnel of the Company for a period of 3 (Three) years with effect from 16th February 2023.

Mr. Bijoy Kumar Biswal has been re-appointed as Chief Financial Officer and Key Managerial Personnel w.e.f. 1st April 2023

There was no change in Company Secretary of the Company during the year under review.

Mr. Saroj Kumar Poddar is liable to retire by rotation at the ensuing Annual General Meeting of the Company. In the opinion of the Board of Directors, all the Independent Directors possess requisite expertise and experience on the roles, rights and responsibilities of Independent Directors.

A certificate obtained by the Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as Annexure "D" to this Report.

15. DIRECTORS TRAINING & FAMILIARIZATION

The Company, in compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulates programmes to familiarize new Independent Directors inducted on the Board with the Company. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc.,

The Statutory Auditors and Internal Auditors of the Company presents to the Board Members on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

During the year Independent Directors attended the programme which was scheduled on 24th March 2023. The Management made presentation to the Independent Directors on the industry overview and business operations, the overview of companys manufacturing facilities at Paradeep, Odisa and Goa.

16. PERFORMANCE EVALUATION

Pursuant to the provisions contained in Companies Act, 2013 and Schedule IV (Section 149(8) of the Companies Act, 2013, the following performance evaluations were carried out;

a. Performance evaluation of the Board, Chairman and non-Independent Directors by the Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of Directors; and

c. Performance evaluation of every Director by the Nomination and Remuneration Committee.

The evaluation process covered adequacy of the composition of the Board and its Committees, disclosure of information to the Board and Committees, performance of duties and obligations, governance parameters, participation of the members of the Board / Committees and fulfilment of independence criteria and maintaining independence from the management by the Independent Directors.

Based on the evaluation done by the Directors, the performance of the Board, its Committees and the Directors was satisfactory and the quality, quantity and timeliness of flow of information between the management and the Board was appreciable.

17. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy. The Nomination and Remuneration Policy provides for constitution & role of Nomination and Remuneration Committee, guidelines on procedure for appointment / removal of Director, Key Managerial Personnel or at Senior Management level, recommendation for remuneration, compensation and commission to be paid to the Managing Director / Whole time Director / Non - Executive Directors and carrying out evaluation of performance of every Director and Key managerial personnel.

The Nomination and Remuneration Policy is placed on the website of the Company https://www. paradeepphosphates.com/investors/ corporate- governance#policies.

The disclosure related to the employees under Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure ‘H to this Report.

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, shall form part of this report. However, in terms of Section 136 of the Companies Act, 2013, this report is being sent to all the members of the Company excluding the aforesaid information. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Corporate Office of your Company.

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

"Zuari Yoma Agri Solutions Limited", Myanmar continued as a 50:50 joint venture with Yoma Strategic Holdings Limited. Statement containing salient features of the financial statement of the joint venture under Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-I.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act and Companies CSR (Policy) Rules, 2014, your Company has constituted a CSR Committee of the Board. Based on the recommendation of the Committee, the Board has formulated a CSR Policy for the Company indicating the CSR activities, modalities of execution, implementation schedule, and amount of expenditure and monitor the Policy from time to time. A detailed Report on CSR activities undertaken by the Company during the year, containing the information in the prescribed format, is annexed hereto as Annexure- G and forms part of this Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism through Whistleblower Policy and the Audit Committee of the Company is responsible to review periodically the efficient and effective functioning of the vigil mechanism, to deal with instances of fraud and mismanagement and suspected violations of the Companys Code of Business Conduct and Ethics, if any.

The Whistleblower Policy provides for adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Whistleblower Policy is placed on the website of the Company i.e., https://www . paradeeppho sphates. com/investors/corporate-governance#policies.

21. RISK MANAGEMENT
The Company has the requisite processes and procedures in place to identify and assist in minimising exposure to risk that threaten the existence of the Company. The Board has put in place a risk management policy to monitor and review potential risks. The brief detail about this policy may be accessed on the Companys website at the weblink: https://www.paradeepphosphates.com/investors/ corporate-governance#policies The heads of departments regularly review and assess the departmental policies/procedures and identify risks, perform analysis of the frequency and severity of potential risks, select the best techniques to manage risk, implement appropriate risk management techniques and monitor, evaluate and document results.

22. LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, Corporate guarantees and investments made by Company under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

23. UNCLAIMED DIVIDEND AND SHARES TO THE 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 there is no unclaimed / unpaid amounts or shares were transferred to the Investor Education and Protection Fund (IEPF).

24. RELATED PARTY TRANSACTIONS

Transactions entered by the Company with its related parties were on an arms length basis and/or ordinary course of business. Suitable disclosures as required under Ind AS-24 have been made in Note No. 33 to the Financial Statements. The Company had not entered into any arrangement/ transaction with related parties which is material in nature as per the Companies Act, 2013 and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

25. DEPOSITS

The Company has not accepted any deposits in the past or during the year.

26. STATUTORY AUDIT

The Statutory Auditors, M/s. BSR & Co. LLP Chartered Accountants, were re-appointed as Statutory Auditors of thr Company at the 40th AGM held on 12th September 2022 to hold office till the conclusion of 45th Annual General Meeting of the Company.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company re-appointed M/s. B. C Debata & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit report is annexed herewith as Annexure - E.

28. COST RECORDS & COST AUDIT

The Company is required to maintain cost records as per Section 148(1) of the Companies Act, 2013, and accordingly such accounts & records are made and maintained. The Company appointed M/s. S. S. Sonthalia & Co., Cost Accountants, as the Cost Auditor for the year 2022-23. The Cost Audit Report for the year ended 31st March 2022 was filed by the Company with the Ministry of Corporate Affairs on 8th August 2022.

29. AUDITORS REPORT

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor, Secretarial Auditor and Cost Auditor in their respective reports. No frauds have been reported by the Auditors during the year.

30. MATERIAL CHANGES & COMMITMENTS

There were 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.

31. SIGNIFICANT & MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Companys policies, safeguarding its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

33. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

34. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31st March 2023 forms part of the Annual Report.

35. EMPLOYEE STOCK OPTION SCHEME

Our Company has formulated an employee stock option scheme, namely, PPL Employees Stock Option Plan 2021, ("ESOP 2021"). ESOP 2021 was approved pursuant to a Board resolution and Shareholders Resolution, each dated 10th August 2021, and amended pursuant to a Board resolution dated 29th April 2022.

In terms of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time (SEBI Regulations), the Nomination & Remuneration Committee of Board, inter alia, administers and monitors the PPL Employee Stock Option Plan 2021 of your Company. A certificate from the Secretarial Auditor on the implementation of your Companys Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members. Further disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, read with SEBI circular dated 16th June 2015 for the financial year ended 31st March 2023 are available on website of the Company.

36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and all the employees are covered under this Policy. Awareness programme on Legislations and remedies related to sexual harassment of women at workplace has been conducted. No sexual harassment complaint was received during the year. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under this Act.

37. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure F attached to this report.

38. 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

No application was made or any proceedings filed under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

39. CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) on corporate governance practices and accordingly has implemented all the mandatory stipulations.

A detailed Corporate Governance Report in line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company which given as Annexure - A and the certificate from Practicing Company Secretary relating to compliance of mandatory requirements is given as Annexure - B. Declaration by the Managing Director is enclosed as Annexure "C". A statement regarding opinion of the Board, with regard to integrity, expertise and experience (including proficiency) of the Independent Directors appointed during the year is given in Corporate Governance Report annexed as Annexure A. Management Discussion and Analysis report for the FY 2022-23, forms part of the Annual Report.

40. BUSINESS RESPONSIBILITY REPORT

In pursuance of the provisions of the Listing regulations, the Business Responsibility and Sustainability Report for the Financial Year 2022-23, forms part of the Annual Report.

41. GENERAL

No disclosure or reporting is made with respect to the following items, as there were no transactions during 2022-23:

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees Stock Options Schemes referred to in this Report;

• Managing Director and Chief Executive Officer has not received any remuneration or commission from any of its subsidiaries;

• There was no revision in the financial statements;

• The Company has not made any downstream investments during 2022-23 and hence certificate under FEMA is not required; a

• There was no material subsidiary during the 2022-23

• There were no one time settlement against any of the loan availed by the Company from the Banks or Financial Institutions during the Financial Year 2022-2023

42. ACKNOWLEDGEMENT

Your Board of Directors take this opportunity to acknowledge the continued support and co-operation extended by the Shareholders. The Board wishes to place on record their appreciation of the continued support and cooperation extended by the Consortium of Bankers, East Coast Railway, Paradeep Port Trust, Government Departments both at the Centre and the States, Suppliers, Dealers and above all, Farmers. The Board also wishes to place on record their deep appreciation of the excellent services rendered by the Employees at all levels during the year.

For and on behalf of the Board of Directors,
	Saroj Kumar Poddar
	Chairman
Date: 17th May 2023	DIN: 00008654

paradeep phosphates ltd share price Directors report

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