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)
+91-9892691696
