The Directors have the pleasure of presenting the 59th Annual Report along with the
first Business Responsibility and Sustainability Report (BRSR) for the year ended March
31, 2023.
Sustainability is not just a corporate responsibility but also an opportunity to create
long-term value for stakeholders. The Company is committed to promote sustainable
development and making a positive contribution to society.
Care for the environment is one of the core focus areas, as the Company is persistent
to contribute in shaping a better future, which is safe, inclusive and sustainable.
Furthermore, the Company has designed business strategies that incorporate social
well-being in everything it does. BRSR prepared in accordance with the nine principles of
‘National Guidelines on Responsible Business Conduct (NGRBC) and SEBI Guidelines,
which outlines our sustainability performance. This is backed by the solid foundation of
our integral values of the Company. The Company undertakes multiple initiatives to
minimizets environmental footprint and give back to society. The Company is
committed to reducing greenhouse gas emissions, promoting the use of renewable energy
sources, implementing energy-efficient practices, exploring innovative technologies to
reduce energy consumption and committed to become Neutral by 2045.
The Company is also committed to manufacture products which ultimately help in reducing
the carbon footprint like manufacturing products specifically for CNG, ethanol blending
and Hydrogen fuel applications for its customers.
Financial & Operational Performance
During the year, the Company witnessed growth in the Sales despite the challenges posed
by geopolitical situation leading to multiple supply chain challenges.
Companys revenue from operations grew by 26% from Rs. 20,647 Million (previous year)
to Rs. 26,050 Million (during the year) and the total income increased by 27% from Rs.
20,939 Million (previous year) to Rs. 26,513 Million (during the year). Profit before
Depreciation and Taxes [before Other Comprehensive Income (OCI)], after all interest
charges but before depreciation and grew by 52% from Rs. 3,223 Million (previous year) to
Rs. 4,903 Million for the year.
The improvement in performance was contributed by factors like increase in production
& sales, increase in productivity, streamlining of the supply chain, digitization,
focused approach to meet customer requirements, effective management of flow and
implementation of cost optimization measures includingctive utilization of resources. effe
Based on the strength of its financials, the Company is well positioned to invest in
various avenues for overall growth of business. The Company has already done some
strategic investment into technology growth areas through SPR Engenious Limited (wholly
owned subsidiary) in EMF Innovations Private Limited, which is Singapore backed electric
motor design & manufacturing company. The Board has approved acquisition of 75% stake
in Takahata Precision India Private Limited which manufactures a wide range of products
such as automotive parts, office automation equipment parts, optical equipment parts,
residential facilities parts and medical The Company aims to expand its presence in
Electric Vehicle space to supply Electric Powertrain Components such as Motor &
Controller covering all the vehicle segments from Two Wheelers, Three Wheelers, Passenger
Vehicles, Commercial Vehicles and Buses.
The summarized standalone and consolidated results of the Company are as under:
(Rs./Million)
|
Financial Year ended |
|
Standalone |
Consolidated |
| Particulars |
31.3.2022 |
31.3.2023 |
31.3.2022 |
31.3.2023 |
| Revenue from Operations |
20,647 |
26,050 |
20,647 |
26,093 |
| Other Income |
292 |
462 |
292 |
467 |
| Total Income |
20,939 |
26,513 |
20,939 |
26,560 |
| Profit/(loss) before Interest, Depreciation & Tax (EBITDA) |
3,337 |
5,097 |
3,337 |
5,070 |
| Profit before Depreciation and Taxes (before OCI) |
3,223 |
4,903 |
3,223 |
4,877 |
| Depreciation |
1,020 |
933 |
1,020 |
939 |
| Profit Before Tax (before OCI) |
2,202 |
3,969 |
2,202 |
3,930 |
| Income Tax (including for earlier years) |
566 |
1,014 |
566 |
991 |
| Net Profit After Tax (before OCI) |
1,636 |
2,956 |
1,636 |
2,939 |
| Dividend including Dividend Distribution Tax (on declared basis) |
220 |
330 |
220 |
330 |
| Amount transferred to General Reserve |
1,082 |
2,735 |
1,082 |
2,714 |
Companys exports registered growth of almost 21% from Rs. 4,010 Million to Rs. 4,841
Million. This was due to strengthening of relationship with the existing customers, range
expansion and entering new markets & product segments.
The Company continues to reap the benefit of investing in the right areas ahead of
time. This helped the Company to its sales as the Covid pandemic abated globally and the
global economy witnessed resurgence in business activity. The trend of increasing exports
is expected to continue in this year as well. However, other global headwinds leading to
uncertainties will be a critical factor for sales in the exports market.
The Company also improved its performance in the Aftermarket by re-designing its
network strategy to increase the range and reach of its products.
The Company focuses on achieving the highest standards of quality, which has been well
appreciated by all our customers. The Company is taking persistent measures to de-risk its
business as an integral part of Business Continuity Planning. The Company focuses on cost
reduction by implementing affordable automation, digitization, interlinking of machines,
energy productivity improvement across products, which helps the Company to remain cost
competitive.
With a well-equipped Tech Centre, the Company is focusing on forward-looking
technologies such as testing products for ethanol blending, solutions for hydrogen as a
fuel and solutions for Non-ICE segments.
In the coming years, the Company is expected to face challenges due to the increased
penetration of electric vehicles in two wheeler segment, uncertainty due to the Ukraine
war and the on-going shortage of semi-conductor chips. The management is working to
overcome these headwinds in the coming year and are also working diligently to find
further avenues of growth for the Company. Management is continuously focusing on the 6Ps
(6 Principles) to transform the Company into a high performance organization.
The 6Ps comprise of:
- Core Organization Values
- OTTT Framework
- Continuous Improvement through Challenging the Status quo,
- Creating a Learning Organization
- Culture of Execution and
- Appreciating and Motivating Performance at all levels.
Share Capital
During the year, there was no change in the authorized, issued, subscribed or paid up
share capital of the Company.
During the year, the Company has not issued any equity shares with differential
rights/sweat equity shares under the Companies (Share Capital and Debentures) Rules, 2014.
In Annual General Meeting held on 29.6.2022, Members of the Company accorded consent,
to the Board to adopt and implement ESOP 2022 and to grant options and transfer shares on
exercise of such options not exceeding 2% of the paid up equity capital of the Company as
at March 31, 2022, to the eligible employees. However, it was decided to hold the
implementation of ESOP 2022 plan till the stabilization of the new performance management
system introduced last year.
Dividend
The Directors, in their meeting held on 8.5.2023, have recommended that equity
shareholders be paid a special "Golden Jubilee" Dividend @ Rs. 5 per share for
the year, apart from Rs. 10/- per share already paid as interim dividend. The equity
dividend would absorb Rs. 330 Million against Rs. 220 Million last year and an amount of
Rs. 2735 Million be transferred to the General Reserve Account.
Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 ("Listing
Regulations") the Board of Directors of the Company had formulated and adopted the
Dividend Distribution Policy (‘DDP). The Board of Directors while taking decisions
for recommendations of the dividend take guidance from this policy and maintain a
consistent approach to dividend pay-out plans.
The Dividend Policy is available on the Companys website viz. www.shrirampistons.com
under the link "Investors Guide" (https://shrirampistons.com/investors-guide-2/).
New Projects and Capacity Expansion
The Company has been able to increase its market share across all customer segments.
The Company expects the Aftermarket, OE spares, Off road applications and Exports to have
a much longer life span, thereby de-risking its business model.
In order to meet the Companys vision for diversification and growth in areas other
than IC Engines, the Company has been actively working on identifying suitable
opportunities to diversify its existing product portfolio.
Change in the nature of business
During F.Y. 2022-23, there was no change in the nature of Companys business.
Material changes and commitment
No material change and/ or commitment affecting the financial position of the Company
has occurred between 1.4.2023 and date of signing of this Report.
Subsidiary Companies and their Annual Accounts i. Closure of SPR International Auto
Exports Limited:
SPR International Auto Exports Limited ("Subsidiary Company") was
incorporated in 2005 but it could not commence any operations since then. The Board of
Subsidiary Company in its meeting of 4.4.2022, resolved to make an application to the
Registrar of Companies under Section 248(2) of the Companies Act, 2013 for removing the
name of the Subsidiary Company from the Register of Companies.
The application was submitted on 13.9.2022. The name of the Company has been struck off
by the Registrar of Companies vide Notice of Striking off and Dissolution in Form STK-7
dated3.2023. 7.
ii. Incorporation of SPR Engenious Limited:
SPR Engenious Limited has been formed as a wholly owned subsidiary ("WOS") of
the Company for the purpose of diversifying its product portfolio in the area related to
the automotive segment. The WOS has been incorporated with the Registrar of Companies
(Delhi & Haryana) on 26.9.2022. The WOS has not commenced any operations yet, however
it has started to take steps for commencement of operations.
Key Business developments:
i. Acquisition of 51% stake in EMF Innovations Private Limited ("EMFI")
The Company through its wholly owned subsidiary SPR Engenious Ltd. acquired 51% stake
in the share capital (on a fully diluted basis) of EMFI (CIN: U29309TZ2016PTC027538), for
a total consideration of INR 780.03 Mn.
EMFI is a Singapore backed electric motor design and manufacturing Company. EMFI is a
young Technology company co-founded by engineering entrepreneurs with substantial R&D
and operations in India and Singapore thereby providing localized cost effective
e-mobility solutions to customers in India and abroad. EMFI has been leveraging on its
strong power electronics & motors research base and extensive semi-automated
manufacturing eco-system to deliver reliable EV Motors and Controllers for green mobility
solutions and various otherapplications.
ii. Definitive Agreement to acquire 75% stake in Takahata Precision India Private
Limited (TPIPL)
The Company through its wholly owned subsidiary SPR Engenious Ltd. has entered into
definitive agreement to acquire 75% stake in the share capital (on a fully diluted basis)
of TPIPL (CIN: U29220RJ2010FTC046888), at an Enterprise Value of INR 2,220 Mn. with
adjustments for debt, debt like items and working capital to be calculated as on closing
date subject to satisfactory completion of all conditions precedent.
TPIPLs existing portfolio of precision moulded parts, precision metal moulds parts,
assembled parts having a variety of functional products for the automotive and other
Industrial applications, fits into the Companys strategy of growth alongside de-risking
its current business model.
Annual accounts of the Subsidiary Companies are available on Companys website and
shall also be kept for inspection by any member in the Head Office & Registered
Office. Copy of Annual Accounts of Subsidiary Companies would also be made available
members seeking such information.
In accordance with the Indian Accounting Standard (Ind AS-110) on consolidated
financial statements, the consolidated financial statements are attached, which form part
of the Annual Report.
The Policy for determining material subsidiaries is available on Companys Website viz.
www.shrirampistons.com under the link "Investors
Guide"(https://shrirampistons.com/investors-guide-2/).
Board Meetings
During the year, Eight (8) meetings of the Board of Directors were held, details of
which have been provided in the Report on Corporate Governance, Annexure-I to this Report.
Committees of the Board
The Committees of the Board focus on certain specific areas andake informed decisions
in line with the delegated authority. m The following Committees constituted by the Board
function according to their respective roles and defined scope:
- Audit Committee
- Nomination and Remuneration Committee
- Corporate Social Responsibility Committee
- Stakeholders Relationship Committee
- Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report Corporate Governance, which forms a part of this Annual
Report. Further, during the year under review, all recommendations made by the various
Committees have been accepted by the Board.
Audit Committee
As of 31.3.2023, members of the Audit Committee of the Company are Shri Inderdeep Singh
(Chairman), Shri Pradeep Dinodia, Ms. Ferida Chopra and Shri Alok Ranjan.
During the year, the Board has accepted all recommendations made by the Audit
Committee.
Whistle Blower Policy
The Company has a Whistle Blower Policy for Directors, Employees and Stakeholders to
report any kind of misuse of Companys properties, mismanagement or wrongful conduct
prevailing/executed in the Company. As per the policy, all Whistle Blowers are granted
access to the Chairman of the Audit Committee in appropriate cases.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee (NRC) of Board has formulated a Nomination
and Remuneration Policy remuneration of Directors, Key Managerial Personnel (KMP), Senior
Management Personnel (SMP) and other employees of the Company.
The Nomination and Remuneration Policy covers the criteria for appointment of Directors
(including Independent Directors), KMPs and SMPs. The Policy also covers the criteria for
remuneration.
There was no change in the Policy during the year.
The level and composition of remuneration shall be reasonable and sufficient to
attract, retain and motivate Directors, SMPs and employees at all levels. It shall be
determined taking into account the factors such as Companys performance and the
remuneration structure as generally applicable in the industry.
The Directors affirm that remuneration paid to all Directors, KMPs, SMPs and all other
employees is as per the remuneration of the Company.
The Nomination and Remuneration Policy of the Company is available on Companys website
viz. www.shrirampistons.com under the link "Investors
Guide"(https://shrirampistons.com/investors-guide-2/).
As of 31.03.2023, the number of permanent employees on rolls of the Company are 3,907.
Related Party Transactions
The Companys contracts/arrangements/transactions with related parties are in the
ordinary course of business and on an arms length basis. Thus, provisions of Section
188(1) of the Companies Act, 2013 are not applicable. During the year, the Company has not
entered into any contract/ arrangement/ transaction with related parties which could be
construed to be "material" in accordance with the "Policy for determining
material Related Party Transactions" approved by the Board. Thus, there are no
transactions required to be reported in Form AOC-2. Details of all transactions with
related parties are given in Note No. 32 of Notes forming part of Financial Statements.
The Company has complied with the Accounting Standards, Companies Act and Listing
Regulations on Related Party Transactions.
Statutory Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants, were re-appointed as Statutory
Auditors of the Company for a period of five years to hold office till the conclusionof59
th Annual General Meeting (AGM) to be held in the year 2023. They have served their
2 terms and are not eligible for further appointment.
As per recommendation of the Audit Committee, the Board in its meeting held on
29.3.2023 approved appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants
(Firms Registration No. 001076N/N500013) as Statutory Auditors of the Company for a term
of five consecutive years to hold office commencing from the conclusionof59 th Annual
General Meeting (AGM) till the conclusion of 64th Annual General Meeting to be held in
2028, subject to the approval of the members in ensuing AGM.
Internal Financial controls and their adequacy
The Company had appointed M/s Ernst & Young, M/s Grant Thornton and M/s RSM Astute
as its Internal Auditors for F.Y. 2022-23, in addition to its in house team. The Internal
Control System is commensurate with the size, scale and complexity of Companys
operations. The Internal Auditors report to the Chairman of theAudit Committee.
The Internal Audit teams monitor and evaluate the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on their reports, the
corrective actions in respective areas are taken to strengthen the controls and
significant audit observations and corrective actions are presented to the Audit
Committee.
Reports forming part of Boards Report
Following reports which form an integral part of Boards report are enclosed: -
1. Report on "Corporate Governance" - as per Annexure I
2. Report on "Management Discussion and Analysis" - as per Annexure II
3. Report on "Conservation of Energy", "Technology Absorption" and
"Foreign Exchange Earning & Outgo" as per Annexure-III
4. Data of "Employees" as per Annexure IV
5. "Report on CSR Activities Undertaken" as per Annexure V
6. "Secretarial Audit Report" as per Annexure VI
7. "Salient Features of Subsidiary Companies" as per Annexure-VII
In terms of Listing Regulations, Business Responsibility & Sustainability report
forms part of this Annual Report.
Disclosures on Companys website
The Company is committed to good corporate governance practice and corporate social
responsibility. In line with the Companys principles/commitment, the following policies/
programmes/ reports are in place and are available on Companys website viz.
www.shrirampistons.com under the link "Investors Guide"
(https://shrirampistons.com/investors-guide-2/).
1. Corporate Social Responsibility (CSR) Policy
2. Vigil Mechanism/ Whistle Blower Policy
3. Companys policy on dealing with Related Party Transactions
4. Nomination and Remuneration Policy
5. Familiarization programmes for Independent Directors
6. Policy for distribution ofDividend
7. Policy on Materiality of Events
8. Policy for determining Material Subsidiaries
9. Annual Return of the Company F.Y. 2022-23
10. Environment Protection Policy
11. Environment Social and Governance Policy
12. Equal Opportunity for Work and Pay Policy
13. Equal Opportunity Policy
14. Human Rights Policy
15. Sustainable Procurement Policy
16. Sustainable Supply Chain Policy
17. Archival Policy for disclosures of Events/Information
18. Policy on Preservation of Documents
19. Code of Practices & Procedures for Fair Disclosure of UPSI
Directors Responsibility Statement:
The Directors confirm that: -
1. in the preparation of the annual accounts, the applicable Accounting Standards
issued by the Institute of Chartered Accountants of India and requirements of the
Companies Act have been followed and there are no material departures from the same.
2. appropriate accounting policies have been selected and applied consistently, and
have made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as of 31 st March, 2023 and of the profit
of the Company for the same year.
3. proper and sufficient care has been taken 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.
4. the annual accounts have been prepared on a going concern basis.
5. internal financial controls are followed by the Company and are adequate and
operating effectively.
6. proper and adequate systems have been devised to ensure compliance with provisions
of all applicable laws and such systems are adequate and operating effectively.
Other Disclosures:
1. During the year, no fraud has been reported by the Statutory Auditors to the Audit
Committee or the Board under Section 143(12) of the Companies Act, 2013.
2. No orders were passed by the Regulator(s) or Court(s) or Tribunal(s) which could
impact going concern status and Companys operations in future.
3. There are no disqualifications, reservations or adverse remarks or disclaimers in
the Statutory Auditors and Secretarial Auditors Report.
4. No Director of the Company is receiving commission from the Subsidiaries of the
Company.
5. The Company has given loans and made investment in Wholly Owned Subsidiary in
compliance with the provisions as contained under Section 186 of the Companies Act, 2013.
6. The Company has complied with applicable Secretarial Standards on Board Meetings and
General Meetings.
7. The Company has not issued any of the following:
i) Equity Shares with differential rights,
ii) Sweat Equity Shares
iii) Shares issued pursuant to Employee Stock Option Scheme or Employee Stock Purchase
Scheme
8. No application has been made or proceeding is pending against the Company under the
Insolvency and Bankruptcy Code (IBC), 2016.
9. Disclosure w.r.t. difference between the amounts of the valuation executed at the
time of one-time settlement and valuation done while taking loan from the Banks or
Financial Institutions is not applicable.
10. As per the provisions of the Act and in compliance with Regulation 25(10) of the
Listing Regulations, the Company has taken a Directors and Officers Liability Insurance
(D&O) on behalf of all Directors including Independent Directors, Officers,
Managers and Employees of the Company for indemnifying any of them against any
liability in respect of any negligence, default, misfeasance, breach of duty or breach of
trust for which they may be guilty in relation to the Company.
Fixed Deposits
The Company has not renewed/accepted fixed deposits during the year. However, fixed
deposits amounting to Rs. 11.33 Million accepted during the year, represents fixed
deposits transferred in the name of nominee/joint holder in death cases. The fixed
deposits amounting to Rs. 3.92 Million pertaining to 23 depositors remained unclaimed/
unpaid at the closing of the year. During the year, there was no default in the repayment
of deposits and interest thereon. Fixed deposits accepted by the Company are in compliance
with the requirements of Chapter V of the Companies Act, 2013.
Investor Education and Protection Fund
The amount lying in unpaid dividend accounts for the last seven years is Rs. 0.53
Million. Unclaimed final dividend amount of F.Y. 2015-16 is due to be transferred to the
Investor Education and Protection Fund on 1.8.2023. Amount transferred to the Investor
Education and Protection Fund during the year is Rs. 0.13 Million.
Disclosures w.r.t. shares lying in IEPF Account:
| S. No. |
Particulars |
No. of Shareholders |
No. of Shares |
| 1 |
Aggregate number of Shareholders and the outstanding shares in the IEPF Authority
account lying at the beginning of the year |
14 |
17,273 |
| 2 |
Number of Shareholders who approached the Company for transfer of shares from IEPF
Authority account during the year |
NIL |
NIL |
| 3 |
Number of Shareholders to whom shares were transferred from IEPF Authority account
during the year |
NIL |
NIL |
| 4 |
Number of Shareholders whose shares were transferred to IEPF Authority account during
the year |
NIL |
NIL |
| 5 |
Aggregate number of Shareholders and the outstanding shares in the IEPF Authority
account lying at the end of the year |
14 |
17,273 |
Note:
- The voting rights on these shares shall remain frozen till therightful owner of such
shares claims the shares.
- On 4.4.2023, 197 nos. shares pertaining to 6 shareholders have been transferred to
the IEPF.
Maintenance of Cost Records and Cost Audit
As specified by the Central Government, the Company is required to maintain Cost
Records and get these records audited by a Cost Accountant.
The Company is maintaining the Cost Records. The Cost Audit Report of the Company for
the year ended March 31, 2022, duly audited by M/s Chandra Wadhwa & Co., Cost
Accountants, New Delhi, was submitted to the Ministry of Corporate Affairs, Government of
India on 31.8.2022, within the due date of filingthe said report.
On the recommendation of Audit Committee, M/s Chandra Wadhwa & Co., Cost
Accountants, New Delhi (Firm Registration 00239), has been appointed as Cost Auditors for
the F.Y. 2023-24.
Details of CSR Activities undertaken by the Company
Against the requirement of Rs. 30.90 Million during the year, the Company has spent Rs.
28.81 Million on various CSR activities and an amount of Rs. 2.09 Million has been
transferred to Unspent CSR Account 2022-23 which would be incurred in following years, as
per the provisions of the Companies Act, 2013. Details of initiatives taken by the Company
during the year in CSR activities and composition of the CSR Committee are provided in the
Report on CSR Activities undertaken by the Company in 2022 Annexure-V to this Report.
Risk Management Framework
The Company has developed and implemented a Risk Management Policy including
identification of elements of risk, if any, in the opinion of the Board may threaten the
existence of the Company. The Company has also constituted a "Risk Management
Committee". As of 31.03.2023, Members of the Committee are Shri Pradeep Dinodia
(Chairman), Shri Inderdeep Singh, Shri Alok Ranjan, Ms. Meenakshi Dass, Shri Krishnakumar
Srinivasan and Shri Luv D. Shriram.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace. The Company has
complied with provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has in place a policy on prevention of
sexual harassment at workplace. The Company has also constituted Internal Complaints
Committees under the Act. No complaint was received/ pending under the above Act during
the year.
Changes in Directors/ KMPs during the year and Appointment/ Re-appointment of Directors
in the ensuing AGM
Shri Yukio Tanemura, Non-Executive Director of the Company, resigned w.e.f. closing
hours of 5.4.2022. Consequent to his resignation, Shri Kaoru Ito, Alternate Director to
Shri Yukio Tanemura, also ceased to be the Director of the Company. The Board on the
recommendation of Nomination & Remuneration Committee, appointed Shri Masaaki
Yamaguchi as Director the casual vacancy caused pursuant to resignation of Shri Yukio
Tanemura and Shri Yasunori Maekawa as Alternate Director to Shri Masaaki Yamaguchi w.e.f.
6.4.2022 and the same was approved by the Shareholders at the AGM held on 29.6.2022.
Shri Sascha Putz, Non-Executive Director of the Company, resigned w.e.f. closing hours
of 30.4.2023.
The Board on the recommendation of Nomination & Remuneration Committee, appointed
Shri Klaus Semke as Director in the casual vacancy caused pursuant to resignation of Shri
Sascha Putz and Shri Sascha Putz as Alternate Director to Shri Klaus Semke w.e.f.
1.5.2023. Appointment of Shri Klaus Semke as Non-Executive Non- Independent Director of
the Company shall be subject to Shareholders approval in the ensuing AGM.
Shri Naveen Agarwal, Alternate Company Secretary superannuated w.e.f. closing hours of
28.2.2023.
Ms. Meenakshi Dass and Shri Pradeep Dinodia, Directors, retire by rotation and being
eligible, offer themselves for re-appointment. Brief resume and other details of Directors
seeking appointment/re-appointment are given in the ‘Notice of the Annual General
Meeting.
The Board appreciated the services rendered and significant contribution to the Company
of the Directors, who have ceased to be Directors during the year.
Declarations from Independent Directors
Shri Hari S. Bhartia, Ms. Ferida Chopra, Shri Alok Ranjan, Shri Inderdeep Singh and
Shri Shinichi Unno are Independent Directors of the Company and have given the
declarations to the Board that they meet the criteria of independence, as provided under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations and also confirmed that they complied with the Code of Conduct of the Company.
The Independent Directors have also confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
withoutany external influence.
No Independent Director has resigned from the Company during the year under review.
In the opinion of the Board, Independent Directors possess relevant integrity,
expertise and experiences required to perform their duties and fulfil the conditions
specified in the Act and are independent of the management. Some of the Independent
Directors are exempted from clearing the online proficiency test being conducted by Indian
Institute of Corporate Affairs and the remaining Independent Directors are in the process
of appearing for the same. They fulfil the conditions specified in the Act and are
independent of the management.
Performance evaluation of Board, its Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, evaluation of the working of its
Committees and the Directors individually. The manner in which the evaluation has been
carried out has been explained in Report on Corporate Governance, Annexure-I to this
Report.
Appreciation
The Directors place on record their appreciation:
i) of the support extended to the Company by the Collaborators, the Bankers, its
Business Associates and
ii) of the work of all ranks of Companys personnel during the year.
On behalf of the Board
| New Delhi |
(PRADEEP DINODIA) |
| May 8, 2023 |
CHAIRMAN |
|
DIN: 00027995 |
+91-9892691696
