PCBL Ltd Director Discussions


DEAR SHAREHOLDERS,

Your Directors have the pleasure of presenting the 62nd Annual Report on the business and operations of PCBL Limited and the Audited Accounts for the financial year ended 31 March, 2023.

FINANCIAL HIGHLIGHTS

(Amount in Crores)

Year ended

Year ended 31 March, 2023

Year ended 31 March, 2022

Revenue from operations

5,873.89

4,446.42

PBDIT

774.84

682.31

Less: Finance cost

53.41

29.09

PBDT

721.43

653.22

Less: Depreciation

136.60

120.88

PBT

584.83

532.34

Tax expense

140.74

105.20

PAT

444.09

427.14

Earnings Per Equity Share (FV Re. 1/- Per Sh.)(EPS) (in )

11.76

11.84

The financial statements for the year ended 31 March, 2023 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

DIVIDEND

The Board of Directors of the Company at its meeting held on Tuesday, 31 January, 2023 had declared an Interim Dividend @ 550%, i.e. 5.50 /- per equity share on the face value of Re. 1/- per equity share, for the financial year ended 31 March, 2023. The said Interim Dividend was paid on and from 21 February, 2023. The dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is annexed hereto and forms part of the Annual Report and the same is available on the Companys website and can be accessed at www.pcblltd.com/investor-relation/ general-policies. There has been no change in the dividend distribution policy during the year. The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of the Company includes an item for confirmation of the said interim dividend.

PERFORMANCE OVERVIEW Carbon Black

Your Companys FY23 EBITDA was 775 Crores as against 682 Crores in the previous year. PAT for the year was 444 Crores, as against previous years PAT

of 427 Crores.

Power

Your Companys power segment revenue (excluding inter segment revenue) in FY23 was at 142 Crores as compared to 93 Crores in FY22, which is an increase by 49 Crores due to higher sales volume as well as higher realisation.

A detailed review of the operations of the Company for the financial year ended 31 March, 2023 is given in the Management Discussion and Analysis Report, which forms a part of this Report.

manufacturing

Carbon Black production during FY23 was 4,47,003 MT as compared to 4,56,484 MT in FY22. However, we are focusing on the production of value-added products in the performance and specialty chemical segment, which is having higher contribution margin.

As a manifestation of our commitment to sustainability, we are continuously working towards a reduction in water and power consumption. We are endlessly strategising towards conversion cost reduction through inventory and spare management as well as improving our reliability by strengthening preventive measure compliances, condition-based monitoring and periodic reviews of SOPs.

First phase commercial production 63,000 MTPA of 147,000 MTPA Greenfield carbon black manufacturing facility in the state of Tamil Nadu

being set up by PCBL (TN) Limited, (a wholly owned subsidiary of the Company) has commenced w.e.f. 14 April, 2023. Upon its full completion expected in FY24, this project will augment the Companys Carbon Black capacity by 1,47,000 MPTA and contribute an additional 24 MW green power. The brown-field expansion at our existing facility in Mundra plant to produce specialty chemicals is in full swing.

During the year the Company commissioned a green power plant at Kochi, in Kerala with a capacity of 7 MW. With this, the total green power capacity of the Company has reached 98 MW.

With its strategically located plants, PCBL Limited is well equipped to service customers in India as well as all over the globe. Proximity to seaports reduces logistics costs.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

With its continuous commitment towards sustainability, the Company has been working on enhancing its ESG efforts by undertaking a comprehensive and independent ESG strategy and assessment exercise by adhering to certain Key Performance Indicators (KPIs) derived out of materiality targets. Key material factors have been sharply defined in alignment with the context of the business. These are Greenhouse Gas (GHG) emissions and energy management, Water management, Solid waste management, Health and safety, Human rights and community engagement, Product stewardship, Leadership and Governance.

For the FY 2022-23, the Company had conducted a carbon footprint accounting process across all manufacturing plants and offices. The GHG emissions covered by the report includes both direct and indirect emissions generated by the business under Scope1, 2 and 3. The GHG emission intensity (tCO2 emission/MT production of carbon black) was 1.94 tCO2e/MT) in FY 2022-23.

The Companys specific key risks and opportunities relating to ESG material issues have been identified. Implementation of some of the action plans to mitigate these risks and exploring the opportunities may have long lead times, but PCBL is committed to this.

Your Company is now in the process of reviewing its ESG strategy by balancing business needs with sustainability needs and fine-tuning future KPIs. To achieve the goals, the Company is identifying

remedial action plans for environmental, social and governance specific issues.

qualified institutional placement (qip)

During the year ended 31 March, 2022, on 5 October, 2021, the Company had allotted and issued 1,63,93,442 equity shares of 2 each at an issue price of 244/- per equity share, aggregating to 399.99 Crores (including securities premium of 396.71 Crores). The aforesaid issuance of equity shares was made through a Qualified Institutions Placement (QIP) in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI Regulations) as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2023.

The amount raised through the QIP, has been fully utilised by the Company on 19 October, 2022 for the purposes for which the funds were raised as mentioned in Placement Document dated 5 October, 2021 ("Placement Document") and that there was no deviation(s) or variation(s) in the use of proceeds of the QIP.

CREDIT RATINGS

During the year under review, the Company had received its credit ratings from ICRA, CARE and CRISIL Ratings. The Rating Committee of ICRA Limited, after due consideration, has reaffirmed the long-term rating at [ICRA]AA (pronounced ICRA double A) relating to 400 Crores Bank Facilities of the Company. The outlook on the long-term rating is Stable. Besides, the Rating Committee of ICRA Limited, after due consideration has reaffirmed the short-term Rating of [ICRA]A1+ (pronounced ICRA A one plus) for 500 Crores Commercial Paper of the Company. Instruments with [ICRA]A1+ rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk. The Rating Committee of CARE Ratings Limited, after due consideration, has reaffirmed the rating related to Long term bank facilities of 550 Crores at CARE AA, Stable (pronounced CARE Double A; Outlook: Stable) and the rating related to Long Term/Short Term Bank facilities of 1,850 Crores at CARE AA, Stable/ CARE A1+ (pronounced CARE Double A; Outlook: Stable /A One Plus). Further, the Rating Committee of CRISIL Ratings, after due consideration, has reaffirmed its CRISIL A1+ (pronounced as CRISIL A one plus rating) relating to 550 Crores Commercial Paper. Instruments with this rating are considered to have very strong

degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

SUBSiDiARY COMPANiES

The Company has 3 unlisted subsidiaries as on date, namely Phillips Carbon Black Cyprus Holdings Limited, PCBL (TN) Limited and PCBL Europe SRL and 1 step-down subsidiary namely, Phillips Carbon Black Vietnam Joint Stock Company. The Company has incorporated a wholly owned subsidiary company in the name of "PCBL EUROPE SRL" at Belgium, Europe on 14 April, 2023. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

The Company has prepared a Consolidated Financial Statement of the Company and its subsidiaries, namely, PCBL (TN) Limited, Phillips Carbon Black Cyprus Holding Limited and Phillips Carbon Black Vietnam Joint Stock Company in the form and manner as that of its own, duly audited by M/s. S R Batliboi & Co. LLP, the statutory auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter referred to as the ‘SEBI Listing Regulations.)

The Consolidated Financial Statements for the FY 2022-23 form a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the forthcoming AGM while laying its financial statements under sub-section (2) of the said section. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at www.

pcblltd.com under the segment ‘Investor Relations. Shareholders desirous of obtaining the Accounts of the Companys subsidiaries may obtain the same upon request by email to the Companys email i.d. - pcbl.investor@rpsg.in .

The Company does not have any material subsidiary in the immediately preceding accounting year. However, as per Regulation 16 of the SEBI Listing Regulations, the Company has adopted the policy for determining ‘material subsidiaries, which states that a ‘material subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

A Policy on ‘material subsidiaries was formulated by the Audit Committee of the Board of Directors of the Company and the same is also posted on the Companys website and may be accessed at the link:. www.pcblltd.com/investor-relation/general-policies.

SHARE CAPiTAL

Your Companys paid-up Equity Share Capital as on 31 March, 2023 stood at 37.75 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31 March, 2023, none of the Directors of the Company hold shares or convertible instruments of the Company.

MANAGEMENT DiSCUSSiON AND ANALYSiS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company is given in ‘Annexure-A, which is annexed hereto and forms a part of the Boards Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company as on 31 March, 2023 is available on the website of the Company at the following link: https://www.pcblltd. com/investor-relation/compliances-under-sebi- regulations/general-meetings .

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

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure-B, which is annexed hereto and forms a part of the Boards Report.

PUBLiC DEPOSiTS

The Company does not have any Public Deposits under Chapter V of the Act and has repaid all Public Deposits that matured and were claimed by the depositors under the earlier Public Deposit Schemes. There is no outstanding balance as on 31 March, 2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended 31 March, 2023 and the date of this Boards Report.

details of significant and material

ORDERS PASSED BY THE REGULATORS, COURTS AND TRiBUNALS

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Companys operations in future.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A detailed section on the Companys internal financial controls with reference to financial statements and its adequacy is a part of the Management Discussion and Analysis Report, which forms a part of the Boards Report.

particulars of loans, guarantees or

iNVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to the financial statements.

COMMITTEES OF THE BOARD

Currently, the Board has six committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,

Corporate Social Responsibility Committee, Independent Directors Committee and the Sustainability and Risk Management Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

CORPORATE SOCiAL RESPONSiBiLiTY

The Companys commitment to create significant and sustainable societal value is manifested in its Corporate Social Responsibility (CSR) initiatives and its sustainability priorities are deeply intertwined with its business imperatives. Over the period of its long existence, the Company has upheld its tradition of community service and tried to reach out to the underprivileged in order to empower them and provide holistic development. The Companys focus areas are concentrated in the realms of healthcare, education, community development, promoting agricultural and rural development, promoting sports and environment sustainability with a focus on the underprivileged people living around its manufacturing units and other establishments. In accordance with Section 135 of the Act, as amended read with the Notification issued by the Ministry of Corporate Affairs and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in ‘Annexure-C, which is annexed hereto and forms a part of the Boards Report.

The Company, along with other companies of the Group, has set up the RP-Sanjiv Goenka Group CSR Trust to carry out CSR activities. During the FY 2022-23, the Company has undertaken the CSR initiatives in the fields of promoting education, healthcare, community development, promoting agricultural and rural development, promoting sports and environment sustainability thereby helping in the upliftment of the underprivileged and disadvantaged sections of the society. All the CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The detail of the CSR Policy is also posted on the Companys website and may be accessed at the link: www.pcblltd.com/investor-relation/general-policies.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Act and SEBI Listing Regulations,

the Company has framed a Whistle blower Policy / Vigil Mechanism for Directors, employees and stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle blower Policy to report instances of leak of unpublished price sensitive information. The Vigil Mechanism provides for adequate safeguards against victimisation of Directors or Employees or any other person who avail the mechanism and also provide direct access to the Chairperson of the Audit Committee. The details of the Vigil Mechanism / Whistle blower Policy are also posted on the Companys website and may be accessed at the following link: www. pcblltd.com/responsibility/policy .

During the financial year ended 31 March, 2023, the Company has not received any complaint under the vigil mechanism / whistle blower policy.

BOARD EVALUATION

The Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation") which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other directors, Member of the Board or Committee of the Board. The Independent Directors carried out annual performance evaluation of the Chairman and Executive Directors. The Board carried out annual performance evaluation of its own performance. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

During the financial year ended 31 March, 2023, the Company engaged a leading HR Consulting Firm for carrying out and implementation of the Board Evaluation survey. With regard to the same, the leading HR Consulting Firm has been engaged in the process of compilation of the report and feedback received from the Board Members, Committee Members and Directors in the questionnaires circulated and for identifying key inferences

and observations with respect to Performance Evaluation of the Directors. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Section of the Annual Report.

The Remuneration Policy is also posted on the Companys website and may be accessed at the link: www.pcblltd.com/investor-relation/general-policies.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval.

The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Companys website and may be accessed at the link: www.pcblltd.com/investor- relation/general-policies.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realisation of opportunities. Risk Management Policy enables the Company to proactively manage uncertainties and changes in the internal and external environment to limit negative impacts and capitalise on opportunities. The Company has laid down a comprehensive Risk Assessment and Minimisation Procedure in accordance with the requirements

of the Act and the SEBI Listing Regulations, which is reviewed by the Sustainability and Risk Management Committee and approved by the Board from time to time. This procedure is reviewed to ensure that the executive management controls risk through means of a properly defined framework. Detailed discussion on Risk Management is covered in the Management Discussion and Analysis Report (‘Annexure - A) which forms a part of the Annual Report. In view of its importance, the Company makes efforts on an ongoing basis to strengthen the internal financial control system.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees concerned forms a part of the Boards Report. Having regard to the provisions of Section 136 of the Act, the Annual Report and Accounts, excluding the aforesaid information are being sent to the Members of the Company by e-mail. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company at pcbl.agm2023@rpsg.in .

KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel of the Company.

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as ‘Annexure - D, which is annexed hereto and forms a part of the Boards Report.

LISTING

The equity shares of the Company continue to be listed on the National Stock Exchange (NSE) and BSE Limited (BSE). The Company has paid the requisite listing fees to all the Stock Exchanges upto the financial year 2023-24.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as prescribed under the SEBI Listing Regulations,

together with a certificate from the Companys Auditors confirming compliance, is set out in the Annexure forming part of this Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the FY 2022-23, the Board of Directors met five times. The details of the number of meetings of the Board of Directors held during FY 22-23 have been detailed in the Corporate Governance Section of the Annual Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

i) I n the preparation of the annual accounts for the financial year ended 31 March, 2023, the applicable accounting standards have been followed and there are no material departures;

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

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) Internal financial controls laid down by the Directors have been followed by the Company and such internal financial controls are adequate and are operating effectively; and

VI) Proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

DECLARATION BY iNDEPENDENT DiRECTORS

The Company has received the necessary declarations from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

STATUTORY AUDITORS AND AUDITORS REPORT

At the AGM of the Shareholders of the Company held on 28 June, 2022, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having Firm Registration No. 301003E/E300005, have been re-appointed as the Statutory Auditors of the Company to hold office for the 2nd term of five consecutive years from the conclusion of the sixty first (61st) AGM till the conclusion of the 66th AGM of the Company to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

The Report given by M/s. S R Batliboi and Co. LLP, Chartered Accountants on the financial statement of the Company for the FY 2022-23 is part of the Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

COST ACCOUNTS AND COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company relating to manufacturing of Carbon Black and generation and transmission of electricity at its plants located at Durgapur in West Bengal, Kochi in Kerala, Mundra and Palej in Gujarat, is required to be audited. Accordingly, the Directors of the Company had, on the recommendation of the Audit Committee of the Board of Directors of the Company,

appointed Messrs Shome & Banerjee, to audit the cost accounts for the FY 23-24 at a remuneration of 5,50,000/- (Rupees Five Lakhs Fifty Thousand only). As required under the Act, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking ratification of the Members for the remuneration payable to Messrs Shome & Banerjee, Cost Auditors is included at Item No. 4 of the Notice convening the AGM.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for the financial year ending 31 March, 2024.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS

The Secretarial Audit was carried out by M/s. Anjan Kumar Roy & Co., Company Secretaries (Membership No. FCS 5684) for the financial year ended on 31 March, 2023.

The Report given by the Secretarial Auditors is marked as ‘Annexure -E and forms a part of the Boards Report. The Secretarial Audit Report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

During the Financial Year, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In terms of Regulation 34 of the SEBI Listing Regulations read with the relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" (‘BRSR). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct (‘NGRBCs). As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended 31 March, 2023, the Company has published the BRSR, marked as ‘Annexure-F, which is annexed hereto and forms a part of the Boards Report.

qualification, reservation or adverse

REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory or Cost or Secretarial Auditors in their Audit Reports issued by them.

DIRECTORS

Dr. Sanjiv Goenka retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment.

Details of the proposal of re-appointment of Dr. Sanjiv Goenka is mentioned in the Statement u/s 102 of the Act of the Notice of the 62nd AGM of the Company.

Dr. Sethurathnam Ravi has been appointed as a Non-Executive Independent Director in the Board of Directors of the Company to hold office for the first term of 5 (five) consecutive years with effect from 15 March, 2023 vide the Special Resolution passed by the Shareholders of the Company by way of Postal Ballot through electronic means on 9th March, 2023.

The Board is of the opinion that Dr. Sethurathnam Ravi, the Independent Director of the Company, appointed during the year possesses requisite qualifications, experience and expertise and he holds highest standards of integrity.

The Policy on Directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Director forms a part of the Corporate Governance Section of the Annual Report.

CHANGE IN THE NATuRE OF BuSINESS

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

HUMAN RESOURCES

A detailed section on the Companys Human Resource Development is a part of the Management Discussion and Analysis Report, which forms a part of the Boards Report.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31 March, 2023, are provided in the Management Discussion and Analysis Report given in "Annexure - A", which is annexed hereto and forms a part of the Boards Report.

GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ‘Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/Depositories for receiving all

communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 62nd AGM and the Annual Report of the Company for the financial year ended 31 March, 2023 including therein the Audited Financial Statements for the FY 2022-23, are being sent only by email to the Members.

ACKNOWLEDGEMENT

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas of its operations as well as the efficient utilisation of your Companys resources for sustainable and profitable growth.

Your Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors also record their grateful appreciation for the encouragement, assistance and co-operation received from members, government authorities, banks, customers and all other stakeholders. Your Directors look forward to the long-term future with confidence.

For and on behalf of the Board

Dr. Sanjiv Goenka

Place: Kolkata Chairman

Date: 15 May, 2023 (DIN: 00074796)