for the year ended on December 31, 2023
Dear Shareholders
The Board of Directors have the pleasure of presenting the Thirty-third Annual Report
together with the Audited Financial Statements of the Company for the financial year ended
on December 31, 2023.
The Companys financial performance for the below:
(Amount in Rs. Lakhs)
|
Year ended |
Year ended |
Particulars |
|
|
|
31.12.2023 |
31.12.2022 |
| Revenue from Operations |
1,60,313 |
1,34,258 |
| Other Income |
3,490 |
2,286 |
Total Income |
1,63,803 |
1,36,544 |
ax (PBDIT) Profit before Depreciation,Interest & |
32,175 |
18,672 |
| Depreciation & Amortisation |
3,592 |
2,986 |
| Finance Cost |
43 |
NIL |
Profit before Tax |
28,540 |
15,686 |
| Provision for Income Tax |
7,246 |
4,007 |
Profit for the year after Tax |
21,294 |
11,679 |
| Other comprehensive income/(loss) for the year, net of Tax |
(45) |
94 |
Total comprehensive income for the year |
21,249 |
11,773 |
Transfer to Reserves |
NIL |
NIL |
Proposed Dividend @ Rs. 12.75 per share (Rs. 8.25 per share in
2022) |
2,588 |
1,674 |
Basic & Diluted Earnings per Share (in Rs.) |
104.92 |
57.54 |
Dividend
The Board of Directors has recommended a dividend of Rs. 12.75 per equity share of Rs.
10/- each fully paid-up of the Company (last year Rs. 8.25 per equity share of Rs. 10/-
each). The dividend will entail a cash outflow of Rs. 2,588 Lakhs (last year Rs. 1,674
Lakhs). The dividend is subject to approval of members at the ensuing Annual General
Meeting. The dividend, if approved by the shareholders, will be deposited in a separate
bank account within 5 days from the date of declaration and will be paid within May 10,
2024, subject to deduction of income tax at source, as applicable. The dividend
recommended is in accordance with the Dividend Distribution Policy of the Company, which
is available on the website of the Company www.vesuviusindia.in and the weblink thereof
has been provided elsewhere in this Report.
Financial Year of the Company
The Company follows January 01 to December 31 as its financial year.
In terms of section 2(41) of the Companies Act, 2013 (the "Act"), by
an Order dated January 07, 2016, passed by then Honble Company Law Board, Kolkata Bench,
the Company has been allowed to retain and follow January 01 to December 31 as its
financial year.
Business of the Company
There has been no change in the nature of the business of the Company.
Management Discussion and Analysis Report
Management Discussion and Analysis Report (including key financial ratios) for the year
under review, as stipulated under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR"),
is presented in a separate section, forming part of the Annual Report.
Internal Control of the Company
The Company has in place an established internal control system designed to ensure
proper recording of financial and operational information and compliance with various
internal controls and other regulatory and statutory requirements. These internal controls
have been strengthened with the introduction of more electronic controls, compliances and
vigilance methods. The Board of Directors of the Company, in consultation with the
Internal Auditors, reviews the effectiveness of internal controls and compliance controls,
financial and operational risks, risk assessment and management systems and related party
transactions and compliances thereof with the applicable laws, rules and regulations. The
Internal Auditors of the Vesuvius Group conduct internal audit on a pan-India basis. The
Companys Policies, the Code of Conduct and CORE Values and Behaviours are applicable to
Directors and all employees of the Company and the same have been complied with during the
year. These Policies are available on the Companys website www.vesuviusindia.in and
weblinks thereof are also mentioned later in this Report.
Internal Financial Controls: The Company has in place adequate internal financial
controls with reference to the Financial Statements. During the year, such controls were
reviewed and no reportable material weakness was observed.
Subsidiaries, Joint Ventures and Associate Companies
The Company neither has any subsidiary nor any associate company nor any joint venture.
Therefore, the disclosures in this regard are not applicable to the Company. Certification
Group Activities
Vesuvius plc., the ultimate holding company, is listed on the London Stock Exchange and
is a global leader in molten metal flow engineering and technology, serving process
industries operating in challenging high-temperature conditions. The Vesuvius Group is a
global corporate giant in the field of design, engineering, manufacture and delivery of
refractory, systems and services for high-technology industrial applications (especially
steel). The Group develops and manufactures high-technology products and solutions
predominantly for supply to the steel and foundry casting industries, operating a
profitable, flexible, cash-generative and growth-building business model with continuing
innovation and customised solutions, often used in extremely demanding industrial
environments, which enable its customers to make their manufacturing processes safer, more
efficient and more sustainable. These include flow control solutions, advanced
refractories and other consumable products and increasingly, related technical services
including data capture.
The Group has a worldwide presence, serving its customers through a network of
cost-efficient manufacturing plants Vesuvius embeds its industry experts within customers
operations and supports customers through its global technology centres.
The Vesuvius Group has been extremely supportive of
Indian operations and continues to provide constant support in terms of technology,
research and development, systems, manufacturing, Human resources, etc.
The Company has defined five key execution which encapsulate the Groups immediate
aims, including its strategic focus on sustainability:
• Reinforcing technology leadership
• Developing the technical service offering and increasing penetration of
value-creating solutions
• Capturing and sustaining growth in developing markets
• Improving cost leadership and margins
• Driving sustainability within Vesuvius and for its customers The Group has a
view that the Indian steel industry is extremely sophisticated and has a strong ambition
to keep producing high-quality steel. Group further believes that the right strategy to
grow in India is technological differentiation. Accordingly, investing in the greenfield
plant in India to build state-of-the-art manufacturing capabilities to produce the most
elaborate and high-end products for the Indian customers is a winning strategy. A
high-quality professional team in India is well-placed and ready to complement this
strategy.
ISO
The Companys factories at Kolkata and Visakhapatnam have been certified ISO 9001, ISO
14001 and ISO 45001 for Quality, Safety & Environment Management Standards. The
Companys customer operations at Tata Steel - Jamshedpur, Tata Steel - Kalinganagar, JSW -
Dolvi and JSW - Vijayanagar, are also ISO 45001 certified for Safety Management Standard.
Board of Directors
The Company has an optimum combination of executive, non-executive and independent
directors, including an independent woman director. As on December 31, 2023, the Board is
comprised of 7 (seven) directors, with 6 (six) non-executive directors of which 3 (three)
are Independent Directors including the Chairman and the woman director. There has been no
change in the composition of the Board of Directors of the Company during the year under
review. Pursuant to the provisions of Section 152(6) of the Act, the shareholders of the
Company had re-appointed Mr. Nitin Jain (DIN: 07934566), who was liable to retire by
rotation, at 32nd Annual General Meeting held on May 03, 2023. Mr. Pascal Genest (DIN:
09473571) retires from the Board by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board of Directors recommends the
re-appointment of Mr. Pascal Genest as a Director liable to retire by rotation. Mr.
Patrick Andre (DIN : 07619754) was appointed as
Director (not liable to retire by rotation), under the category of non-executive and
non-independent director, by the shareholders at the Annual General Meeting of the Company
held on April 10, 2018. Pursuant to Regulation 17(1D) of the SEBI LODR, continuation of
Mr. Andre as Director of the Company would require approval of the shareholders at the
first General Meeting to be held after March 31, 2024. The Board recommends Mr. Andres
continuation as Director, not liable to retire by rotation for approval of the
shareholders at the ensuing Annual General Meeting of the Company. The information
regarding re-appointment of Mr. Pascal Genest as required under Regulation 36 of the SEBI
LODR has been given in the Notice convening the ensuing Annual
General Meeting. The relevant details for Mr. Patrick Andre have also been given for
information of the shareholders. None of the Directors of the Company are disqualified
and/or debarred as per the applicable provisions of the Act and the
Securities and Exchange Board of India (the "SEBI").
Separate Meeting of Independent Directors & Performance Evaluation
In terms of Schedule IV to the Act and the SEBI LODR, a separate Meeting of the
Independent Directors of the
Company, namely, Mr. Biswadip Gupta, Mr. Sudipto Sarkar and Miss Nayantara
Palchoudhuri, was held on December 6, 2023. The Independent Directors carried out annual
performance evaluation of the Chairman, the non-independent directors and the Board as a
whole. Pursuant to Section 178 of the Act and Regulation 17 of the SEBI LODR and in
accordance with the manner of evaluation specified by the Nomination and Remuneration
Committee, the Board carried out annual performance evaluation of the Board, its
Committees and Individual Directors and the same is also mentioned in the Corporate
Governance Report.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Act and the
SEBI LODR and are also compliant with requirements of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. The Board of Directors confirms that the
Independent Directors also meet the criteria of expertise, experience and integrity in
terms of Rule 8 of the Companies (Accounts) Rules, 2014.
Key Managerial Personnel
The Company has following whole time Key Managerial Personnel as on December 31, 2023:
a) Mr. Nitin Jain, Managing Director b) Mr. Rohit Baheti, Chief Financial Officer c) Mr.
Saheb Ali, Company Secretary During the financial year under review, Mr. Rohit Baheti was
appointed as the Chief Financial Officer of the Company, as per the provisions of Section
203 of the Act, with effect from February 27, 2023 to fill the vacancy occasioned by the
resignation of Mr. Sivasis Sen on January 25, 2023. On June 10, 2023, Mr. Saheb Ali was
appointed as the Company Secretary of the Company, as per the provisions of Section 203 of
the Act, in place of Mr. Vikram Singh who had resigned with effect from June 09, 2023.
Corporate Governance
The Company is committed to maintain the highest standards of governance and has also
implemented several best governance practices. Pursuant to Regulation 34(3) read together
with Schedule V of the SEBI LODR, the Company has prepared Corporate Governance Report
which forms part of this Report, marked as Annexure I. As per Para C and E of
Schedule V of the SEBI LODR, the Company has obtained two certificates from Mr. Anjan
Kumar Roy of M/s Anjan Kumar Roy & Co., Company Secretaries (a) Certificate on
Non-Disqualification of Directors; and (b) Certificate on the compliance of the conditions
of the Corporate Governance. These certificates form part of this Report, marked as Annexure
II and III.
The Company has in place an Insider Trading Code for compliance with the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company
Secretary is the Compliance Officer and is responsible for compliance with policies and
procedures, maintenance of records and monitoring adherence to the
Regulations. Regular trainings are conducted for designated persons and other employees
of the Company to sensitise them about the compliance requirements of the Regulations. The
Managing Director and the Chief Financial Officer have given their certificate as required
under Regulation 17(8) read with Part B of Schedule II of the SEBI LODR regarding the
annual Financial Statements of the Company for the year ended on December 31, 2023, which
forms part of this Report, marked as Annexure IV.
Compliance with the Code of Conduct
All Directors, Key Managerial Personnel and senior management of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of
the Company. The Managing Director has given the certificate as required under Regulation
34(3) read with Part D of Schedule V of the SEBI LODR regarding compliance with the Code
of Conduct of the Company for the year ended on December 31, 2023, which forms part of
this Report, marked as Annexure V.
The Code of Conduct is available on the Companys website www.vesuviusindia.in and the
weblink thereof has been provided elsewhere in this Report.
Board Meeting
Five meetings of the Board of Directors were held during the year. The details of the
meetings held and attendance of each Director are provided in the Corporate Governance
Report.
Committees of the Board
Pursuant to various requirements under the Act and the SEBI LODR, the Board of
Directors has constituted/reconstituted (whenever necessitated) various committees such as
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee, Risk Management Committee and Board
Management Committee. The details of composition, terms of reference, number of meetings
held during the year, attendance thereat and other details pertaining to these committees
are mentioned in the Corporate Governance Report. All recommendations made by the Audit
Committee during the year were accepted by the Board of Directors of the Company.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, with respect to the
Audited Financial Statements for the financial year ended on December 31, 2023, to the
best of its knowledge and ability, confirm that: a) In the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures from the same; b) The Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that year; c) The Directors have
taken proper and sufficient care 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; d) The Directors have
prepared the annual accounts on a going concern basis; e) The Directors have laid down
internal financial controls to be followed by the Company and such internal financial
controls are adequate and are operating effectively; and f) The Directors have devised
proper system to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
Compliance with Secretarial Standards
The Company has followed the applicable Secretarial Standards, with respect to Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.
Business Responsibility and Sustainability Report
Pursuant to the SEBI LODR, the Business Responsibility & Sustainability Report
(BRSR) describing the initiatives taken by the Company from an environmental, social and
governance perspective forms part of this Report, marked as Annexure VI.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The prescribed particulars relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this Report,
marked as Annexure VII.
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the 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. 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 forms part of
this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act,
this Report excluding the aforesaid information is being sent to the shareholders of the
Company.
Any shareholder interested in obtaining such information may write to the Company
Secretary at vesuviusindia@ vesuvius.com.
Corporate Social Responsibility
In terms of the provisions of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended), the Board of Directors of your
Company has a Corporate Social Responsibility ("CSR") Committee. The details of
the composition of the Committee and meetings held during the year are mentioned in the
Corporate Governance Report as well as in the Annual Report on CSR. The Corporate
Social Responsibility Policy is available on the Companys website www.vesuviusindia.in
and the weblink thereof has been provided elsewhere in this Report.
The Company is committed to positively contributing to
educationbysupportingeducationalopportunitiesforchildren and youth, especially from an
economically disadvantaged background, and for women in scientific/technical fields of
education. The Company continued to spread awareness of STEM (Science, Technology,
Engineering and Mathematics) to students, especially females to empower them to move
toward technical education. Introduction of digital learning through App based multimedia
platform - Geneo which was introduced in earlier year, continued to give a huge response
to initiate the efforts towards STEM education. The Company helped adolescent girls
through back-to- school initiative of the Company, to re-enrol in schools. The Company
aims at achieving sustainable development goals by providing quality education and access
to safe places for children, good sanitation and clean drinking water. WASH (Water,
Sanitation and Hygiene) in schools is being addressed through infrastructure and awareness
programs. Significant increases in attendance have been achieved because of the Companys
intervention in 11 schools in 2023. Employees at customer sites have come together in
supporting STEM locally where the Company received good feedback. Another new project to
enhance women in technical education has been started as Vesuvius Women Club(s) in
engineering colleges to foster and nurture females in technical backgrounds to be future
ready to enter in the workforce. This Club is a body by the students, for the students to
get more exposure through different learning platforms and through cross functional
learning. Activities like supporting healthcare, hunger/poverty eradication, welfare, etc.
are also covered under CSR Policy. The Company believes that these CSR initiatives should
be sustainable and with the long-term purpose of improving the quality of living for the
less privileged and increasing social assets. The Companys focus is to address the most
vulnerable sections of society and to stand for women and children welfare. The funds have
been carefully spent on CSR projects so that they result in the ultimate objectives meted
out in the Companys CSR Policy. An internal CSR steering Committee has been formed to
understand the need in and around Companys plants to implement such projects which are
more impactful in nature. Meetings have been held with agencies in locations where the
Companys factories are located and with those having a pan-India presence to provide
support to CSR projects with periodic monitoring and evaluation. The Company has spent Rs.
227 Lakhs (Rs. 194 Lakhs in 2022) on CSR activities during the financial year ended on
December 31, 2023. The Report on Corporate Social Responsibility is attached as Annexure
VIII and forms part of this Report.
Vigil Mechanism / Whistleblower policy
The Company has in place a Speak Up and Incident Reporting (Whistle Blowing) Policy to
deal with unethical behaviour, victimisation, fraud and other grievances or concerns, if
any. The aforementioned policy is available on the Companys website www.vesuviusindia.in
and the weblink thereof has been provided elsewhere in this Report.
Investor Education and Protection Fund (IEPF)
The Company has a balance of unclaimed dividend (relating to the financial year ended
on December 31, 2016) amounting to Rs. 9 Lakhs as on December 31, 2023, which have
remained unclaimed by the shareholders. The due date for transfer of the said unclaimed
dividend into IEPF Account is June 8, 2024. Further, the shares in respect of which
dividends have not been claimed for seven consecutive years, are also due for transfer
into Demat Account of the
IEPF Authority on the same date.
The Company has sent individual reminders to the concerned shareholders on January 29,
2024, as well as an advertisement has also been published in the newspapers on February
08, 2024, requesting the concerned shareholders to encash their unclaimed dividends on or
before
May 20,2024. A list of shareholders whose dividend remain unclaimed till the date of
the Annual General Meeting held on May 03, 2023, have been uploaded on the website of the
Company www.vesuviusindia.in under "Investors" tab under "Shareholder
Information". The shareholders are requested to check their unclaimed dividend from
the list and contact the Company or its RTA to encash their unclaimed dividends.
Auditors
M/s Price Waterhouse Chartered Accountants LLP, (Firm Registration No: 012754N/
N500016) have been re-appointed as the Statutory Auditors of the Company for the second
term of 5 (five) consecutive years, from the conclusion of the thirty-first Annual General
Meeting held on May 06, 2022 till the conclusion of the thirty-sixth Annual General
Meeting of the Company. The Auditors have confirmed that they comply with all the
requirements and criteria and are qualified to continue to act as Auditors of the Company.
The Auditors have submitted their Independent Report on the Financial Statements of the
Company for the financial year ended on December 31, 2023, which does not contain any
qualification or reservation or adverse remark or disclaimer. The Auditors have not come
across any instance of material fraud by the Company or in the Company by its officers
financial statements referred in the Auditors Report are self-explanatory and do not call
for any further comments.
Secretarial Audit
The Secretarial Audit, as required under Section 204 of the Act and Regulation 24A of
the SEBI LODR, for the year under review, was conducted by M/s Anjan Kumar Roy & Co.
Company Secretaries. The Secretarial Audit Report is attached and marked as Annexure IX
and the same forms a part of this Report. There are no observations or adverse remarks
made by the Secretarial
Auditor in their Report. The contents of the Secretarial Audit Report are
self-explanatory and do not call for any further comments by the Board.
Cost Audit
The Audit of the cost records of the Company, as required under Section 148 of the Act
for the year ended on December 31, 2022 was conducted by M/s Jithendra Kumar & Co.,
Cost Accountants, and the Cost Audit Report for the said financial year had been filed
with the Regulator. They have been also appointed to carry out audit of cost records of
the Company for the year ended on December 31, 2023, which would be conducted within the
stipulated time.
The Board of Director has reappointed M/s Jithendra Kumar & Co., Cost Accountants,
as the Cost Auditors of the Company for the financial 31, 2024. The remuneration payable
to the Cost Auditors is required to be ratified by the shareholders of the Company.
Accordingly, an appropriate resolution for ratification of the remuneration of the Cost
Auditors has been proposed in the Notice convening the ensuing Annual General Meeting. The
Company is maintaining the cost accounts and records, as required to be maintained under
Section 148 of the Act and rules framed thereunder.
Public Deposits
The Company has not accepted any deposits from the public and as such, there are no
outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
Loans, Guarantees and Investments
It is the Companys policy not to give loans, directly or indirectly, to any person
(other than to employees under contractual obligations) or other bodies corporate or give
any guarantee or provide any security in connection with a loan taken by any other body
corporate or person. The Company has not made any investment in the shares of the parent /
holding company or any of its fellow subsidiaries or any other company or body corporate.
Related Party Transactions
During the year under review, all contracts / arrangements / transactions entered by
the Company with related parties were in its ordinary course of business and on an arms
length basis. The Company has not entered into any contract / arrangement / transaction
with related parties which is required to be reported in Form AOC 2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014. There were no related party transactions which could have potential conflict
with the interests of the Company at large. It is or confirmed that no loans or advances
have been received or paid to the holding company or any fellow subsidiaries or any
Director or to any firms or companies in which a director is interested. All related party
transactions entered during the current financial year are disclosed under Note No. 40 of
the Audited Financial Statement of the Company in accordance with the Indian Accounting
Standard 24 on Related Party Disclosures notified by the Companies (Indian Accounting
Standards) Rules, 2015, and are not repeated in this Report.
Risk Management Framework and Policy
The policy on risk assessment and minimisation procedures as laid down by the Board are
periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The
policy facilitates the identification of risks at the appropriate time and ensures
necessary steps are taken to mitigate the risks. The Risk Management Policy is available
on the website of yearendingonDecember the Company www.vesuviusindia.in and
the weblink thereof has been provided elsewhere in this Report.
Material Changes and Commitments
There were no material changes and commitments or significant events affecting the
financial position of the Company occurred between December 31, 2023 and the date of this
Report.
Significant and Material Orders
There were no significant and material orders passed by regulators or courts or
tribunals impacting the going concern status of the Company and its operations in the
future.
Annual Return
The Annual Return for the year ended on December 31, 2022, filed with the Ministry of
Corporate Affairs, is available on the website of the Company www.vesuviusindia.in and the
weblink thereof has been provided elsewhere in this Report. Pursuant to the provisions of
Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for
the Financial Year ended on December 31, 2023, is uploaded on the website of the Company
www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.
The final Annual Return shall be uploaded in the same weblink after the said Return is
filed with the Registrar of Companies, Kolkata.
Prevention of Sexual Harassment
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company had constituted an Internal Committee with three
employees and a reputed external representative and Miss Nayantara Palchoudhuri,
Independent Women
Director of the Company, as an Advisor (just to keep parity - refer page xx of CGR) to
the Committee. The Prevention of Sexual Harassment Policy is available on the Companys
website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this
Report. All employees, especially women employees, were made aware of the Policy and the
manner in which complaints could be lodged. The following is reported pursuant to Section
22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and regulation 34(3) read with Clause 10(l) of Para C of Schedule V of the SEBI
LODR for the year ended on December 31, 2023:
Number of complaints of sexual : harassment received in the year |
1 |
Number of complaints disposed of : during the year |
1 |
Number of cases pending for more : than ninety days |
NIL |
Number of complaints pending as on : the end of the financial year |
NIL |
| Number of workshops or awareness : |
Employees |
| programmes against Sexual |
have been given |
| Harassment carried out |
online training |
| Nature of action taken by the : |
Not applicable |
| employer or District Officer |
|
Cyber Security Incident update
In continuation of the cyber security incident reported by the Company on February 06,
2023, we report that the Company has assessed the said incident assisted by leading cyber
security experts. Based on the findings of the cyber security experts, it was concluded
that all the systems of the Company, across various functions, are working normally, with
no assessed impact on the financial performance of the Company. On review of the data
affected by the incident, it is confirmed that no material breaches or loss of relevant
data or documents have been identified.
Annexures forming a part of this Report
The following Annexures as referred to in this Report form part of the Boards Report:
Annexure |
Particulars |
| I |
Corporate Governance Report |
| II |
Certificate of Non-Disqualification of |
| III |
Certificate on Corporate |
| IV |
Managing Directors and Chief Financial |
|
Certificate under Regulation 17(8) of the SEBI |
| V |
Managing Directors Certificate on compliance with the |
|
Code of Conduct |
| VI |
Business Responsibility and Sustainability Report |
| VII |
Prescribed particulars of Conservation of Energy, |
|
Technology Absorption and Foreign Exchange Earnings |
|
and Outgo |
| VIII |
Annual Report on Corporate Social Responsibility |
| IX |
Secretarial Audit Report |
Company Policies
The following policies framed as per the requirements and criteria prescribed under the
Act and the SEBI LODR are available on the Companys website www.vesuviusindia.in and the
weblinks thereof have been provided elsewhere in this Report: a) Remuneration Policy b)
Corporate Social Responsibility Policy c) Terms and conditions of Appointment of
Independent Director d) Related Party Transactions Policy e) Speak Up and Incident
Reporting (Whistle Blowing) Policy f) Dividend Distribution Policy g) Policy on
Preservation of Documents h) Anti-Bribery and Corruption Policy i) Risk Management Policy
j) Insider Trading Code k) Insider Trading Code for Fair Disclosure l) Code of Conduct m)
Policy for Determination of Materiality of Events n) Business Responsibility and
Sustainability Reporting Policy
Human Resources Management & Health, Safety and Environment
Vesuvius believes that the personal growth and job satisfaction of employees is key to
the success and growth of the business. Various training and awareness programmes are
conducted to enhance professional skills and development needs and keep employees aware of
the CORE Values and Behaviours and policies of the Company. Open communications supported
by regular updates across businesses and operations encourage information dissemination
and exchange of best practices. The I-ENGAGE programme of the Vesuvius Group brings forth
opportunities for improvement in human relations and operations. The Company strictly
adheres to the prescribed norms and practices regarding health, safety, and the
environment.
All employees have been made aware of the Insider Trading Code and undergone training
on commercial and operational matters and also on the Anti-Bribery and Anti-Corruption
Policy of the Company and Prevention of Sexual Harassment Policy.
Appreciation
The Board of Directors of your Company record their sincere appreciation of the
dedication and commitment of all employees, in continuing their achievements and
excellence in all areas of the business. The Board of Directors thanks the shareholders,
customers, suppliers and bankers and other stakeholders for their continuous support to
the Company.
+91-9892691696
