We present herewith our Annual Report together with the Audited
Financial Statements of your Company for the year ended March 31, 2023.
FINANCIAL RESULTS & SHARE CAPITAL
(Amounts in INR lacs)
|
FY 2023 |
FY 2022 |
| Operations resulted in a Profit before
Interest |
|
|
| and Depreciation (PBIDT) of |
78,28.44 |
65,66.20 |
| - Interest & other finance costs |
( 7,53.19 ) |
( 13,00.72 ) |
| Profit before Depreciation and Tax (PBDT) |
70,75.25 |
52,65.48 |
| - Depreciation |
( 11,52.18 ) |
( 12,06.81 ) |
| Profit Before Tax (PBT) |
59,23.07 |
40,58.67 |
| - Current tax |
( 7.83 ) |
- |
| - Tax adjustment for earlier years |
32.64 |
( 20.12 ) |
| - Deferred Tax asset |
( 4,54.52 ) |
4,54.52 |
| - Deferred Tax liability |
( 9,57.01 ) |
- |
| Profit after Tax (PAT) |
45,36.35 |
44,93.07 |
| - Other comprehensive income |
( 21.59 ) |
( 28.53 ) |
| - Surplus brought forward |
50,54.55 |
5,90.01 |
| - Dividend (for FY 2021-22) |
( 2,36.27 ) |
- |
| Surplus carried forward |
93,33.04 |
50,54.55 |
These results continue to validate resilience of operations, marketing
and technically sound product offerings. Financial discipline and diligent application of
earnings to repay debt much earlier than due, further enhanced profit by reducing interest
costs significantly. Capital inflows are faithfully earmarked for growth. The Company
allotted 59,06,744 Bonus equity shares on July 6, 2022 in the ratio of one equity share
for every two held, to eligible members pursuant to shareholders approval. (10,371
Bonus equity shares being fractional entitlement(s) of 20,741 Members (including IEPF
shareholders) were consolidated and allotted to a Trustee for sale and distribution of net
proceeds in proportion to respective fractional entitlements; after sale in the stock
market, the net proceeds were so distributed). As required, a further 9,84,000 bonus
shares were reserved for warrant holders for allotment upon their acquisition of equity
shares. During the previous year the Company, after shareholder approval, allotted on a
preferential basis 19,68,000 Convertible Warrants to (a) Central India General Agents
Limited ("CIGA") (2,62,000 warrants) and Janardhan Trading Co. Limited
("JTC") (66,000 warrants) - both members of the promoter group; and (b) Malabar
India Fund Limited ("Malabar"), a category I foreign portfolio investor
(non-promoter, public) (16,40,000 warrants) at an issue price of INR 762 per warrant.
Allotment required 25% of the issue price being received with the balance 75% payable at
the warrant holders option, within 18 months; a fully paid-up warrant entitles
conversion into 1 equity share of INR 10 at a premium of INR 752. The promoter group
holders above exercised their option in full on payment of their balance 75% and have been
allotted equity shares (together with reserved bonus shares thereon); a total of 393,000
and 99,000 equity shares (including Bonus) were allotted to CIGA and JTC respectively
before end of the year. Following these allotments, the issued and paid up equity capital
stands at INR 18,21,22,440/- consisting of 1,82,12,244 equity shares of INR 10/- each.
There is a material addition to Reserves on account of securities premium. The Board has
considered relevant factors in the Dividend Distribution Policy and are pleased to
recommend for shareholders approval a Dividend (subject to tax) for the financial
year ended March 31, 2023, of INR 2/- per share held on the record date. Shareholders may
be pleased to note a balance between maintaining dividend on expanded capital, a higher
portion of PAT as pay-out, and discretion in conserving resources for growth.
It is only realistic to point out that both the global and Indian
economic macro-environment or their positives cannot be taken for granted. Going forward,
while one reasonably expects positive momentum in our markets to continue, sudden volume
and/or margin hiccups or other disruptions cannot be ruled out. In prudence it is the
endeavour of the Board to keep debt as moderated as practically possible, for funding
growth plans.
REVIEW OF KEY BUSINESS MATTERS
2022-23 continued to see the global economy in a state of flux. Even
discussions at the World Economic Forum suggested that the global economy is under
pressure from multiple complex, interconnected crises. The challenges include inflation,
climate change, war in Europe, supply chain disruptions and the pandemic after-effects.
The outlook generally remains at best cautious, notwithstanding Chinas re-opening.
Persistent inflation risks have resurfaced and financial markets may need to price in
tightening, while keeping an eye on systemic and contagion risks. The Indian economy
stands out as one of the fastest growing economies following pandemic induced shocks.
Resilient manufacturing, infrastructure and agricultural sector output, increasing tax and
GST collections and reasonable credit growth augur well for the economy. Of course, a
broad range of risks including inflation and climate (e.g. monsoon-led) will remain. To
push growth Government is encouraging private capital investments to also drive
employment, demand and productivity. India expects to grow at a moderate 6 - 6.5% in
2023-24, while the global economy could achieve 3%. The Company delivered a 3rd
consecutive year of strong performance, sustained by competent management, dedicated
employees and sound governance. Sales grew in value by 8.3% to INR 510.97 crores (INR
471.72 crores), even if aggregate production fell by 5.5% to 27,857 MT (29,508 MT). The
volume fall was visible at Coex division during the 2nd and 3rd quarters due to a muted
consumer durables market, and due to job-work elimination on transfer of the erstwhile
Barjora unit (manufacturing packaging grade BOPP films, sale & transfer was approved
by shareholders in FY 2019-20 and was concluded on October 20, 2022). However, a higher
value-added product-mix across divisions, and the general resilience in operations of our
clientele, supported the overall improvement. During the year West Bengal Electricity
Regulatory Commission (WBERC) fixed the power tariff of Damodar Valley Corporation for
2017-18 & onwards, imposing a sudden retrospective demand of INR 3.15 crores. While
this has been challenged/taken up in various forums, for prudence the entire demand has
been charged off in the accounts. In summary, the PBIDT was higher by 19.2% at INR 78.28
crores (INR 65.66 crores). As interest was lower at INR 7.53 crores (INR 13 crores) PBDT
was higher by 34.3% at INR 70.75 crores (INR 52.65 crores). After depreciation, PBT was
higher by 45.9% at INR 59.23 crores (INR 40.59 crores). Profit after Tax as reported above
was marginally higher over the last year after accounting for deferred tax assets and
liability (this accounting has no impact on operating profits and the cash flow - which
are key drivers of core business value). Overall debt during the year reduced by INR 63.97
crores (INR 45.87 crores) including by prepayment of domestic loans and ECB. It is
promising that all normal long term loans stand repaid at year-end, well before schedule;
only loans under Guaranteed Emergency Credit Line (government guaranteed) are repaid as
installments fall due. We believe this debt mitigation helps provide a sound foundation
for our expansion plans. The dielectric film line (Biax division) delivered a healthy
performance with near full capacity utilization and a continuing shift towards thinner
films, suitably balancing the product-mix with market opportunities. The Company remains
the most significant Indian manufacturer of high-quality dielectric BOPP films. With own
development capabilities, we stand established in the market, competing with imports from
multiple suppliers in China, Japan, South Korea and Europe. Our exports to USA &
Germany sustained well. Excitement and growth in EV (electrical vehicles) and
non-conventional energy segments also augur well for the range of the Companys
competencies and products. Consumer durables, including refrigerators (significant client
base for Coex division at Ranjangaon and Greater Noida) faced difficult market conditions
during the 2nd and 3rd quarters, after a strong 1st quarter. Markets were better towards
year end and one may expect renewed demand for white goods in coming periods. Aggressive
competition in their own market does force our OEM customers to limit value-addition
afforded to us. The Company continues to be the leading supplier of sheets and liners for
refrigerators of most leading brands. The white goods industry in general holds good and
long-term potential and the interest of global players. In the coming year, it may be
reasonable to expect growth from a blend of management efforts to enrich value-additions
via product-mix fine-tuning and improved markets for consumer durables whereby Coex
division output can go up.
The Board has approved an equity investment of upto INR 2 crores for a
26% equity stake in a SPV with Tata Power Renewable Energy Limited for sourcing solar
energy through Open Access for Coex divisions Ranjangaon unit. Supply of this lower
cost energy is expected to commence in FY 24-25. Operations of the subsidiary company Xpro
Global Limited were not material, with trading activities on the back burner during the
year while management focuses on the parents core activities.
GROWTH
We share information here to the extent relevant and within boundaries
that, in our opinion, are reasonably required in light of the Companys strategic and
competitive position. As mentioned in our earlier report, our preferred approach to
increasing business value is via investing in organic growth. The Company intends to
maintain its leadership position and increase market presence in its product niche areas,
building on its manufacturing assets and skills, development, marketing and export
competency, and healthy relationships. This has brought material capacity expansion back
to our agenda. To build long-term business value in an effective way we prioritize
fundamentals over simply short-term targets. The key strategic elements management is
pursuing is global scaling of capacity, product advances and sustainable cost
competitiveness. It is equally important for us to point out that the Companys
technical excellence and superior customer service levels have come about due to diligent
application of mind and sustained organizational efforts at all levels. This homegrown
perspective inspires a sense of great pride in our Indian-centric technological and skill
self-sufficiency. As reported earlier, our foreseeable largest thrust is on Biax division.
Expansion in the Coex division requires a shorter timeline and lower resources and can be
pursued linked with market demands. The ground reality, that the Company has been
consistently operating on competitive terms in face of significant imports of dielectric
films at zero duty, merits due confidence. Last year we announced intent to significantly
expand capacity for dielectric and other technologically superior grades of biaxially
oriented polypropylene film. The first phase aims to double capacity at the existing
location at Barjora, to be followed by a second phase at another appropriate location.
These were expected (last year) to take about 2- 4 years taking into account long key
equipment delivery periods - the critical-path activity for this investment. At this time
we are happy to affirm that management has taken many effective strides for implementation
of its blueprint, starting with securing supply of two state-of-the-art manufacturing
lines from reputable suppliers. The first line to be installed at Barjora is likely to
start contributing in FY 2024-25 and the second line (location soon to be finalized) is
expected to do so in FY 2025-26. Shareholders will be pleased to note that this is in line
with the 2 - 4 years estimate as in our report for FY 2022. These new lines each represent
the largest investments undertaken by the Company; the expansion is expected to enhance
our domestic first-mover advantage, besides helping achieve a globally worthy capacity and
market standing and even greater credibility as a supplier of state-of-the-art dielectric
film products and intelligent solutions.
DIRECTORS AND KEY MANAGEMENT PERSONNEL
At the last Annual General Meeting on June 24, 2022, Sri K.
Balakrishnan was appointed as Non-Executive Independent Director to hold office for a term
of five years with effect from May 25, 2022. Sri Bharat Jhaver was also appointed as a
Non-Executive Non-Independent Director liable to retire by rotation with effect from May
25, 2022. Sri Jhaver retires by rotation at the ensuing Annual General Meeting. Being
eligible, he offers himself for re-appointment in terms of Section 149, 152 and other
applicable provisions of the Companies Act, 2013. The Board, on recommendation by the
Remuneration and Nomination Committee, re-appointed Sri Sidharth Birla, Chairman, in
whole-time employment of the Company, for a period of 3 years (not liable to retirement by
rotation) with effect from March 1, 2023. Shareholders have approved the re-appointment
and remuneration through resolution passed by postal ballot on May 19, 2023. Sri Kamal
Kishor Sewoda was appointed Company Secretary with effect from February 15, 2023 pursuant
to the vacancy on resignation of Sri Amit Dhanuka effective January 14, 2023. During the
year, six Board Meetings were convened and held as per details in the annexed Corporate
Governance Report. The Independent Directors met separately on February 25, 2023 as
required.
STATUTORY AND OTHER MATTERS
Information as per the requirements of the Companies Act, 2013
("the Act"), our report on Corporate Governance and the Managements
Discussion & Analysis Report form a part of this Report and are annexed hereto. The
Annual Return (Form MGT-7) is available on the Companys website at
www.xproindia.com/annual-reports.html and information on conservation of energy,
technology absorption & foreign exchange earnings and outgo is furnished in annexure
hereto. The Board has, on recommendation of the Remuneration and Nomination Committee,
framed a policy for appointment and remuneration of Directors and Senior Managerial
Personnel and criteria for determining independence and relevant matters (policy and
criteria are annexed; also available at
www.xproindia.com/Codes/XILPolicyRemuneration.pdf). Pursuant to the provisions of the Act
and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its
performance, and individually for directors (including independent) as well as the
evaluation of its Audit, Remuneration and Nomination, and Stakeholders Relationship
Committees. The concerned Director does not participate in a meeting while he/she is being
evaluated. A questionnaire was circulated to all Directors. The Remuneration and
Nomination Committee also evaluated the performance of every Director. Evaluation of the
Chairman and of the non-independent Directors was also carried out at the separate meeting
of Independent Directors. The Company has formulated a Policy for determining material
subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015
(available at www.xproindia.com/Codes/XILPolMatSubs.pdf). The Company has one wholly owned
subsidiary viz. Xpro Global Limited. Performance and financial position of the said
subsidiary is annexed herewith in Form AOC-1 as required. The Company has constituted a
Risk Management Committee of the Board to, inter alia, review business risks with the
responsibility of implementing and monitoring the Risk Management Policy on a periodic
basis. The main objective of such policy is to ensure sustainable business growth with
stability and to promote a proactive approach in reporting, evaluating and resolving risks
associated with the Companys business and processes. The Board is informed about the
identified risks, assessment thereof and minimization procedures and identification of
risk elements which in the opinion of the Committee may threaten existence of the Company.
The Company has an internal control system commensurate with its size of operations.
Internal audit is carried out by external agencies which report to the Audit Committee.
During the course of internal audit, the efficacy and adequacy of internal control systems
is also evaluated and all corrective actions are taken, based on reports or whenever
merited. The Company has not granted any loan or issued any guarantee or made any
investment to which the provisions of Section 186 of the Act apply. The Company does not
invite or accept any Fixed Deposits and accordingly there are none outstanding on March
31, 2023. Transactions with related parties during the year were in the ordinary course of
business and on arms length basis. There are no material related party transactions
entered into by the Company which may have a potential conflict of interest with that of
the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not
required to be annexed. As required under provisions of the Act and Regulation 23 of SEBI
Listing Regulations, 2015, all proposed Related Party Transactions are placed before the
Audit Committee for approval or for omnibus approval as necessary and a statement of all
such transactions is also placed for review. The policy on Related Party Transactions is
uploaded on the website www.xproindia.com/Codes/XILPolRelPartyTrans.pdf. The Audit
Committee is compliant with Section 177 of the Act and Regulation 18 of SEBI Listing
Regulations, 2015; details are in our Corporate Governance Report. There was no instance
during the year where the Board did not accept any recommendation of the Audit Committee.
The Company has a vigil mechanism for directors and employees under a Whistle Blower
Policy; no employee is denied access to the Audit Committee in this regard. The policy
provides for safe guards through Protected Disclosures against victimization of persons
who use such mechanism, is displayed on the Companys website and is also annexed
herewith. Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed. A committee looks into complaints, if any, under The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint was filed
during the year and none are pending. There are no significant and material orders passed
by any Regulators or Courts/Tribunals which impact the going concern status of the Company
and its future operations.
The committee on Corporate Social Responsibility (CSR) is compliant
with Section 135 of the Companies Act, 2013; details are furnished in the Corporate
Governance Report. CSR activities are carried on mainly through implementing agencies or
via contribution to approved funds. The CSR Policy and the annual report on CSR are
annexed herewith. The Company is presently among the top 1,000 listed entities based on
market capitalization on March 31, 2023. A Dividend Distribution Policy was adopted and is
available at www.xproindia.com/Codes/XILDivDistPolicy.pdf. The ‘Business
Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of SEBI
(LODR) Regulations is annexed and forms part of this Annual Report. The Company has
complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
DIRECTORS RESPONSIBILITY STATEMENT
As per Regulation 17(8) of SEBI Listing Regulations, 2015 the CEO and
CFO certified the financial statements; which have been reviewed by the Audit Committee
and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to
Section 134(3)(c) of the Act, the Directors indicate that (i) in preparation of the annual
accounts, applicable accounting standards had been followed along with proper explanations
relating to material departures; (ii) the Directors selected such accounting policies and
applied them consistently and made judgements 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 the year; (iii) the
Directors had 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;
(iv) the Directors had prepared the annual accounts on a going concern basis; (v) the
directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and (vi) the
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
AUDITORS OBSERVATIONS
The observations of Statutory Auditors and Secretarial Auditors are
routine and in the nature of general disclosures. AUDITORS
M/s Walker Chandiok & Co LLP, Chartered Accountants, were
re-appointed as Statutory Auditors at the 25th Annual General Meeting ("AGM")
held on June 24, 2022 to hold office for a second and final term of 5 (Five) consecutive
years from conclusion of the 25th AGM till the conclusion of the 30th AGM. Pursuant to
Section 204 of the Act, the Company appointed Sri Girish Bhatia, practicing Company
Secretary, to undertake Secretarial Audit. The report of Secretarial Auditor is annexed
herewith. Cost Audit for the year ended March 31, 2023 is carried out by M/s Sanghavi
Randeria & Associates, Cost Accountants, Mumbai (Registration No. 00175). The Board,
on recommendation by the Audit Committee, has appointed the said M/s Sanghavi Randeria
& Associates to conduct audit of the cost records for the year ending March 31, 2024;
under Section 148 (3) of the Act their remuneration is required to be approved at the
ensuing AGM.
ACKNOWLEDGEMENTS
We place on record our sincere appreciation of the valuable cooperation
and support received at all times by the Company from all its Bankers, particularly the
lead bank, State Bank of India, all concerned Government and other authorities,
Shareholders and Warrant-holders. Relations with employees were generally cordial. We
particularly record our appreciation of the sincere and dedicated services made by all
employees during what has been a challenging but exciting period. We greatly appreciate
the trust, faith and confidence of the Stakeholders as reposed in the Company.
For and on behalf of the Board
| New Delhi |
Sidharth Birla |
| May 22, 2023 |
Chairman |
|
(DIN: 00004213) |
+91-9892691696
