undefined share price Directors report


To,

The Members,

Your Directors are pleased to present the Thirty Sixth (36th) Annual Report on business and operations of Carysil Limited (the Company) (formerly known as Acrysil Limited) together with the Audited Annual Financial Statements for the financial year ended March 31, 2023. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL RESULTS

The summary of Standalone (Company) and Consolidated (Company and its Subsidiaries) financial performance for the year under review as compared to the previous financial year are given below:

(Rs. in Lakhs)

Sr. No. Particulars

Standalone

Consolidated

March 31,2023 March 31,2022 March 31,2023 March 31,2022
1 Net Sales / Income from Operations 33,570.35 38,802.57 59,388.85 48,390.14
2 Other Income 114.93 1,427.83 159.01 1,006.69
3 Total Income (1+2) 33,685.28 40,230.40 59,547.86 49,396.83
4 Total Expenditure 30,342.95 33,469.70 52,738.18 40,788.78
5 Operating profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) 6,624.27 9,307.38 10,897.77 11,339.01
6 Finance Cost 1,011.77 870.80 1,452.45 958.64
7 Depreciation 2,270.17 1,675.88 2,635.64 1,772.32
8 Profit before Tax and Minority Interest (5-6-7) 3,342.33 6,760.70 6,809.68 8,608.05
9 Provision for Taxation 784.02 1,608.34 1,526.63 2,082.40
10 Net Profit after Tax and before NonControlling Interest (8-9) 2,558.31 5,152.36 5,283.05 6,525.65
11 Non-Controlling Interest - - 41.13 49.50
12 Net Profit after Tax and Non-Controlling Interest (10-11) 2,558.31 5,152.36 5,241.88 6,476.18
13 Total other Comprehensive Income (Net of Tax) (3.89) 6.78 (149.89) 3.94
14 Total Comprehensive Income 2,554.42 5,159.14 5,133.16 6,529.59

2. COMPANYS PERFORMANCE THE FINANCIAL HIGHLIGHTS OF THE COMPANYS PERFORMANCE (STANDALONE) FOR THE YEAR ENDED MARCH 31,2023 ARE AS UNDER:

• The Revenue from operations stood at Rs.33,570.35 Lakhs in 2022-23 as compared to Rs.38,802.57 Lakhs in the previous year.

• Net profit after tax stood at Rs.2,558.31 Lakhs in 2022-23 as compared to Rs.5,152.36 Lakhs in the previous year.

• Earnings per share for the year 2022-23 stood at Rs.9.56/- per share as compared to Rs.19.30/- per share in the previous year.

THE FINANCIAL HIGHLIGHTS OF THE COMPANYS PERFORMANCE (CONSOLIDATED) FOR THE YEAR ENDED MARCH 31,2023 ARE AS UNDER:

• Consolidated Revenue from operations stood at Rs.59,388.85 Lakhs in 2022-23 as compared to Rs.48,390.14 Lakhs in the previous year.

• Net profit after tax stood at Rs.5,283.05 Lakhs in 2022-23 as compared to Rs.6525.65 Lakhs in the previous year.

• Earnings per share for the year 2022-23 stood at Rs.19.59/- per share as compared to Rs.24.26/- per share in the previous year.

3. CHANGE IN THE NAME OF THE COMPANY

The name of the Company has been changed to Carysil Limited; vide Fresh Certificate of Incorporation Consequent upon Change of Name received from the Registrar of Companies, Maharashtra dated October 26, 2022.

4. DIVIDEND

Considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to support future growth, your Directors are pleased to recommend for approval of Members a final dividend of Re. 2/- (100%) per Equity Share for the financial year ended March 31, 2023. The declaration and payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and shall be subject to deduction of income tax at source.

5. DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto ("hereinafter referred to as LODR Regulations") for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Distribution Policy is available on the website of the Company: Microsoft Word - Acrysil_Dividend Distribution Policy (carysil.com)

6. MATERIAL CHANGES, TRANSACTION AND COMMITMENT, IF ANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT.

There were no Material changes and commitments which may affect the financial position of the Company after the end of the financial year till the date of this report except as mentioned hereunder: -

Acquisition of UK based company ("The tap factory limited")

Carysil UK Limited, a wholly owned subsidiary of the Company , acquired UK based Company, The Tap Factory Limited , by acquiring 70% shares of The Tap Factory Limited at a price of ? 1.16 Million(i.e 70% of Total Enterprise Value of ? 1.65 Million) with an option to acquire balance 30% in 2 tranches of 15% each in next two years.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

8. DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The Company, in accordance with section 148(1) has maintained cost records as specified by the Central Government.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Managements Discussion and Analysis Report for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

10. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2023 stands at Rs.5,35,43,882 divided into 2,67,71,941 equity shares of Rs.2/- each.

During the 2022-23, the Company issued and allotted 77,061 Equity Shares of Re. 2/- each fully paid to Employees pursuant to Exercise of Employee Stock Option Plan at an exercise price of Rs.60/- per equity share on exercise of the options granted to them under Acrysil Limited - Employee Stock Option Plan 2021.

Except mentioned above, the Company has neither issued shares with differential rights as to dividend, voting or otherwise during the year. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

11. TRANSFER TO RESERVES

The Company proposes to transfer sum of Rs.1,000 Lakhs to the General Reserves.

12. CREDIT RATING

On December 29, 2022, ICRA Limited has reaffirmed the ratings on the Long Term Debt of the Company. The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by ICRA Limited as given below:

Instrument Rating
Long Term Debt ICRA A (Stable)
Short Term Debt ICRA A2+

13. SUBSIDIARIES

As on March 31, 2023, the Company has eight subsidiaries, including 4 overseas subsidiaries and two step down overseas subsidiary. There has been change in the name of following Subsidiary and step down subsidiary Companies vis-a-vis to change in the name of parent Company, in order to have a Brand Recall, Launch of CARYSIL as a global brand.;

• Acrysil Steel Limited to Carysil Steel Limited w.e.f. December 20, 2022

• Acrysil Products Limited to Carysil Products Limited w.e.f. December 06, 2022

• Acrysil UK Limited to Carysil UK Limited w.e.f December 06, 2022

• Acrysil Ceramitech Limited to Carysil Ceramitech Limited w.e.f November 17, 2022

• Sylmar Technology Limited to Carysil Surfaces Limited w.e.f December 06, 2022

During the Financial Year, the Company had incorporated a Wholly Owned Subsidiary (WOS) Company in Dubai (UAE) namely Carysil FZ-LLC).

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. Financials of subsidiaries are disclosed in the consolidated financial statements, which forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the 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.

The Board has approved a Policy Statement for determining Material Subsidiaries of the Company and the same is available on the website of the Company

i.e. Policy to Determine Material Subsidiary.pdf (carysil.com) under Company Policies in the Investor Relations section.

The Audit Committee of the Company reviews the financial statements, in particular, the investments made by the unlisted subsidiary company. The minutes of the Board Meetings of the unlisted subsidiary companies were also placed at the Board Meeting of the Company.

The audited annual financial statements including the consolidated annual financial statements of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed at the website of Carysil Limited https://carysil.com .

PERFORMANCE HIGHLIGHTS

The Company has Seven operating subsidiary companies: Carysil UK Limited, Carysil GmbH, Germany, Carysil Surfaces Limited, Carysil Steel Limited, Carysil Online Limited and Sternhagen Bath Private Limited, Carysil Ceramictech Limited and newly incorporated Wholly Owned Subsidiary ie. Carysil FZ LLC and Acrysil USA Inc is not operating Subsidiary Company as on March 31,2023.

The performance highlights of subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2023 are as under:

Subsidiary

Performance during 2022-23 (Rs. in Lakhs)

Contribution to overall performance of the Company (%)

Revenue Profit After Tax Revenue Profit After Tax
Carysil UK Limited (Formerly Known as Acrysil UK Limited) 23,322.91 2,665.05 39.17 50.45
Carysil GmbH, Germany (Formelry Known as Acrysil GmbH, Germany) 940.41 (130.13) 1.58 (2.46)
Carysil Surfaces Limited (Formerly Known as Sylmar Technologies Limited) 14,289.65 1,584.86 24.00 30.00
Carysil Steel Limited (Formerly Known as Acrysil Steel Limited) 5,309.45 275.46 8.92 5.21
Carysil Online Limited (Formerly Known as Acrysil Appliances Limited) 119.96 (14.24) 0.20 (0.27)
Sternhagen Bath Private Limited. 0 (1.25) 0 (0.02)
Carysil Ceramictech Limited (Formerly known as Acrysil Ceramictech Limited) 0 (128) 0 (0.02)

Further, pursuant to Accounting Standard AS21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

14. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the "Act") read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as the "Listing Regulations"), the Consolidated Audited Financial Statements forms part of the Annual Report.

Pursuant to section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of a Companys subsidiaries is given in Form AOC-1 which forms an integral part of the Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

The Board of Directors of the Company is led by the Executive Chairman and Managing Director Mr. Chirag Ashwin Parekh and comprises of five other Independent Directors as on March 31,2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Companys Articles of Association, Mr. Chirag Ashwin Parekh, Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and the Board of Directors on the recommendation of Nomination and Remuneration Committee has recommended his re-appointment and being eligible has offered himself for re-appointment.

During the financial year, there was no change in the composition of the Board of Directors.

All Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

In the opinion of the board, the Independent Directors possess the requisite expertise and experience including the proficiency and are the persons of high integrity and repute. Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

As on the date of this report, Mr. Pradyumna Vyas (DIN 02359563) has been appointed as Independent Director on the Board of the Company w.e.f from August 11, 2023 for term of 5 years from the date of appointment subject to shareholders approval at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP):

Mr. Chirag Ashwin Parekh, Chairman and Managing Director, Mr. Anand Sharma, Chief Financial Officer and Mrs. Reena Shah, Company Secretary and Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year Mrs. Neha Poddar has resigned as the Company Secretary and Compliance Officer of the Company with effect from November 24, 2022 and Mrs. Reena Shah is duly appointed as the Company Secretary and Compliance Officer of the Company with effect from November 25, 2022.

16. BOARD MEETINGS

Minimum four pre-scheduled Board meetings are held every year. Additional meetings are held to address specific needs, if any, of the Company. During the Financial Year 2022-23, the Board of Directors met nine times. The maximum gap between any two consecutive meetings was less than one hundred and twenty days, as stipulated under Section 173(1) of the Act, and Regulation 17(2) of the Listing Regulations and the Secretarial Standards issued by the Institute of Company Secretaries of India. Details of Board and committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board Meetings and Procedures:

The Board of Directors is the apex body constituted by the shareholders for overseeing the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the shareholders are being served. The Chairman & Managing Director along with other Senior Managerial Personnel oversees the functional matters of the Company.

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

As per Secretarial Standard-1 the Agenda and Notes on Agenda are circulated to all the Directors, at least 7 days in advance, in the defined Agenda format. All material information is incorporated in the agenda for facilitating meaningful discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference of the same in the agenda. Additional or supplementary item(s) on the agenda are taken up for discussion/decision with the permission of the Chairman.

The Board is briefed about finance, sales, marketing, major business segments and operations of the Company, global business environment, all business areas of the Company including business opportunities, business strategy and the risk management practices before taking on record the quarterly/annual financial results of the Company. All necessary information which includes but is not limited to the items mentioned in various Regulations of the SEBI LODR Regulations 2015 are placed before the Board of Directors. The Members of the Board are free to bring up any matter for discussions at the Board Meetings.

To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every Board Meeting on the overall performance of the Company. Senior Management is invited to attend the Board Meetings as and when required, so as to provide additional inputs to the items being discussed by the Board.

The Minutes of the Board Meetings of unlisted subsidiary companies are tabled at the Board Meetings. The Board periodically reviews the statement of significant transactions and arrangements entered into by the unlisted subsidiary companies.

The Company Secretary records the minutes of the proceedings of each Board and Committee Meetings. The minutes of each Board/Committee Meetings are circulated in draft to all Directors for their confirmation before being entered in the Minutes book. The minutes are entered in the Minutes Book within 30 days from conclusion of the concerned meeting.

A separate meeting of the Independent Directors of the Company was held on Saturday, March 25, 2023 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board. The Independent Directors also reviewed the quality, quantity and time lines of the flow of information between the Management and the Board.

17. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

18. ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairperson) which includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the individual members of the Board (including the Chairperson), designed in accordance with the said framework and covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017 was circulated to the Directors. Pursuant to the provisions of the Act and SEBI LODR and based on policy devised by the committee, the board has carried out annual evaluation of its own performance, its committees and individual directors.

The board performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance of the committees was evaluated by the Board of Directors on inputs received from all the committee members after considering criteria as mentioned aforesaid. Pursuant to SEBI LODR, performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors of the Company through separate meeting of independent directors held on March 25, 2023.

19. INDEPENDENT DIRECTORS FAMILIARIZATION PROGRAMME

The Company familiarises its Independent Directors pursuant to the requirements of Regulation 25 of LODR with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model management structure, product portfolio, Industry overview, manufacturing operations, internal control system and processes, FOREX management, risk management framework, functioning of various divisions, HR Management, CSR activities etc. The details of such familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at www.carysil.com

20. REMUNERATION POLICY OF THE COMPANY

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the

Company along with other related matters have been provided in the Corporate Governance Report and is also posted on the website of the Company and can be accessed at carysil.com/images/PDF/15-Company Policies/Nomination & Remuneration Policy.pdf.

As and when need arises to appoint Director, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC while recommending candidature to the Board takes into consideration the qualification, attributes, experience and Independence of the Candidate. Director(s) appointment and remuneration are made as per Nomination and Remuneration Policy of the Company.

21. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of the Act are given in the notes to financial statements forming part of the Annual Report.

22. AUDITORS

a. STATUTORY AUDITORS

M/s. P A Rs.K & Company, Chartered Accountants (Firm Registration Number: 116825W) were appointed as Statutory Auditors of the Company for 2nd term of 5 (Five) consecutive years from the conclusion of 35th Annual General Meeting held on September 29, 2022 till the conclusion of the 40th Annual General Meeting.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

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, observation, adverse remark or disclaimer.

b. COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained for the year 2022-23.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants (FRN: 101113) as the Cost Auditors of the Company, for the financial year ending March 31, 2024, at a remuneration as mentioned in the

Notice convening the 36th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A resolution seeking ratification by the members for the remuneration payable to Cost Auditor will form part of the Notice of the 36th Annual General Meeting of the Company and same will be recommended for your consideration and approval.

c. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. P P Shah & Co., a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 forms part of the Annual Report as "Annexure MI" to the Boards Report. The Secretarial Audit Report does not contain any qualification, observation, or adverse remark.

The Board has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as Secretarial Auditors of the Company for financial year 2023-24.

d. INTERNAL AUDITORS

M/s. PBMN & Co. conducted an Internal Audit of the Company for the F.Y. 2022-23. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

In the opinion of the Board, the Company has an Internal Financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has adopted financial control system and framework to ensure:

• The orderly and efficient conduct of its business,

• Safeguarding of its assets,

• The prevention and detection of frauds and errors,

• The accuracy and completeness of the accounting records, and

• The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of IFC framework, and take necessary corrective actions wherever weaknesses are identified as a result of such reviews. These have been designed to provide reasonable assurance about recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of Corporate Policies.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and their Audit Report is annexed as "Annexure B" to the Independent Auditors Report under Standalone Financial Statements and Consolidated Financial Statements respectively.

Internal Controls are continuously evaluated by the Internal Auditors and Management. Findings from internal audits are reviewed by the Management and by the Audit Committee and corrective actions and controls have been put in place wherever necessary. Scope of work of Internal Auditors covers review of controls on accounting, statutory and other compliances and operational areas in addition to reviews relating to efficiency and economy in operations.

During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, there are no major concerns and controls are strong.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and those systems are adequate and operating effectively.

24. AUDIT COMMITTEE

The Company has an Audit Committee pursuant to the requirements of the Section 177 of the Act read with the rules framed there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Report on Corporate Governance forming part of this Report.

During the Financial year 2022-23, the recommendations and ratifications of Audit Committee were duly approved, ratified and accepted by the Board of Directors.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules framed there under your Company has adopted a policy for CSR and the Board has constituted a Committee for implementing the CSR activities. Composition of the Committee and other details are provided in Corporate Governance Report. In the financial year 2022-23, the Company has undertaken various CSR activities directly and/ or through implementing agency and the projects undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in "Annexure I", forming part of this report.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of Internal Complaints.

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. During the year under review, there were no complaints pertaining to sexual harassment.

27. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT

Your Company recognises that the risk is an integral part of business and is committed to managing the risks in proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with treating the risks and incorporates risk management plans in its strategy, business and operational plans. Your Company, through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

Major risks identified for the Company by the management are Currency fluctuation, Manufacturing & Supply, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise. The Board of Directors has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorised with the parameters of identification, assessment, monitoring and mitigation of various risks.

Policy on Risk Management is posted on the website of the Company and can be accessed at carysil.com/ images/PDF/15-Company Policies/Risk Management Policy.pdf

28. VIGIL MECHANISM/WHISTLE BLOWER

The Board of Directors of the Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for directors and employees to report genuine concerns regarding fraud or unethical behaviour as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In appropriate cases any personnel of the Company can have direct access to the audit committee. We affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at Vigil Mechanism.pdf (carysil.com)

29. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered during the financial year were at arms length basis and in the ordinary course of the Companys business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. Omnibus approval was obtained for the transactions of repetitive nature. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website at https://carysil.com/ images/PDF/15-Company%20Policies/Related%20 Party%20Transaction%20Policy.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Act read with Rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report as Annexure II.

Disclosures relating 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 as amended forms part of this Report. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company upto the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets against unforeseeable perils like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered necessary by the management. In addition to this coverage, a statutory Public Liability Insurance Policy has been taken to cover the Company for providing against the public liability arising out of industrial accidents for employees working in plants.

32. DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The Company has not accepted any deposits from its Directors.

33. ANNUAL RETURN

As required under the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of Annual Return (in Form MGT-7) on the Companys website, at https://www.carysil.com/ investor-relations

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for 2022-23, is annexed to the Annual Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

35. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIAL STANDARD - 2 (SS-2)

The Directors have devised a proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with SS-1 and SS-2.

36. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134 of the Companies Act, 2013, in relation to financial statements of the Company for the year ended March 31, 2023, the Directors to the best of their knowledge and belief hereby confirmed:

a. that in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. that the directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of

the financial year ended March 31, 2023 and of the profit of the Company for that period;

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

d. that the Directors have prepared the annual accounts on a going concern basis;

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

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

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

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is furnished in "Annexure IV" and forms part of this report.

38. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

Pursuant to Regulation 34 of the SEBI LODR Regulations, a separate report on Corporate Governance has been included in this Annual Report along with a certificate from the Statutory Auditors of the Company regarding the compliance with the provisions of the Corporate Governance.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2022-23. A declaration to this effect signed by the Chairman & Managing Director of the Company is contained in this Annual Report.

The Chairman & Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI LODR Regulations and the said certificate is contained in this Annual Report.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors Certificate on Corporate Governance forms part of Annual Report. The auditors certificate for financial year 2022-23 does not contain any qualification, reservation or adverse remark.

39. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavours that the conduct of all operations is in such manner so as to ensure safety of all and compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

40. CMD AND CFO CERTIFICATION

Certificate from Mr. Chirag A. Parekh, Chairman and Managing Director and Mr. Anand Sharma, CFO, pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on May 25, 2023. The Certificate forms part of this Report.

41. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE ON NON DISQUALIFICATION OF DIRECTORS

Mr. Pradip Shah, Partner of M/s. P P Shah & Co., Practicing Company Secretaries, has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory Authority. The certificate forms part of this Report.

42. HUMAN RESOURCE

Your Company firmly believes that Human Resource function is closely integrated with the business and has been an important pillar supporting growth aspiration.

The function focuses on Leadership Development, Succession Planning and Skills & Competency Development. At Carysil, the Human Resource function is a business partner that focuses on improving the way of life, work culture, employee engagement, productivity, effectiveness and efficiency. The Company believes in developing an engaged, efficient and committed employee base that is aware and empowered. Employee Engagement Programs are integral part of the function and are designed in a manner that keeps motivational levels high and they range from competitive sports to celebration festivals, cultural events to recognition through rewarding for exceptional achievement. Company also conducts inhouse training programs to develop leadership as well as technical /functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

43. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors or Secretarial Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

44. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which shall cover a broad check on compliance with applicable SEBI Regulations and circulars/ guidelines issued thereunder on annual basis.

45. LISTING

The equity shares of your Company continue to be listed at BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Exchange Scrip Code ISIN
NSE CARYSIL INE482D01024
BSE 524091

The listing fees for fiscal 2023 have been paid for all of the above stock exchanges where the equity shares of the Company are listed.

46. OTHER DISCLOSURE

The Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review:

a. Details relating to deposits accepted by the Company;

b. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company as on the date of this Report.

e. The Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report, except mentioned at point no. 6.

h. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of financial year March 31, 2023.

i. The Company has not made one-time settlement with the banks or financial institutions

The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

47. EMPLOYEE STOCK OPTION SCHEME

Acrysil Limited - Employee Stock Option Plan 2021

The Board of Directors ("the Board") of the Company at its meeting held on March 18, 2021, based on the recommendation of the Nomination & Remuneration Committee, approved introduction of Acrysil Limited - Employees Stock Option Plan 2021 (ESOP-2021) under which the maximum number of equity shares of the Company that could be created, offered, issued and allotted should not exceed 3,00,000 (Three Lakhs) options exercisable into equivalent number of Equity Shares of Rs.2/- each fully paid up of the Company.

The synopsis of the Scheme is as under:

i) Overall limit of 3,00,000 Options;

ii) The Scheme is extended to Permanent employees of the Company, whether working in India or outside India, and / or to the directors of the Company, whether whole-time or not and to such other persons as may be decided by the Board and/or permitted under SEBI ESOP Regulations (hereinafter referred to as Eligible Employees), but excluding an Independent

Director(s), an employee who is a promoter or a person belonging to the promoter group and the director(s) who either himself or through his relative or through any Body Corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company;

iii) Permanent employee(s) and Directors of any existing and future subsidiary company(ies) of the Company whether in or outside India, as may be permissible under the SEBI ESOP Regulations from time to time;

iv) The Exercise Price shall be Rs.60/- per Equity Share payable at the time of exercise of Options;

v) The Company sought and received Shareholders approval for the said Scheme through Postal Ballot on May 03, 2021;

vi) Under the Scheme, 2,25,000 Options were granted to eligible employees on May 20, 2021 by the Company at an exercise price of Rs.60/- per option. None of the options granted are vested or exercised as on date;

vii) Under the scheme 77, 061 shares were exercised by the eligible employees on June 09, 2022 at an exercise price of Rs.60/- per equity share.

viii) Under the scheme 43, 989 shares were exercised by the eligible employees on June 12, 2023 at an exercise price of Rs.60/- per equity share.

The details as required to be disclosed under Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 is attached as an ‘Annexure V forming part of this report.

48. OTHER CONFIRMATIONS

There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there are no instances of one-time settlement with any Bank or Financial Institutions.

49. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government and regulatory authorities, stock exchange, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors

For CARYSIL LIMITED

(Formerly Known as Acrysil Limited)

CHIRAG A. PAREKH

(DIN: 00298807)

Chairman and Managing Director

Date: August 11, 2023

Place: Mumbai

Registered Office:

A-702, 7th Floor, Kanakia Wall Street,

Chakala, Andheri Kurla Road, Andheri (East),

Mumbai - 400 093

Tel.: 022-4190 2000

CIN: L26914MH1987PLC042283

Website: www.carysil.com

E-mail: investors@carvsil.com.