Dear Members,
Your Directors are pleased to present the 1st Integrated
Report of the Company along with the audited financial statements (standalone and
consolidated) for the year 2023-24.
1. STATE OF AFFAIRS OF THE COMPANY
The performance of the Company and its business is in the Management
Discussion and Analysis Report, which forms part of this Integrated Report.
2. FINANCIAL HIGHLIGHTS
H ( in Lakh except Earnings per Share)
|
Standalone |
Consolidated |
| Particulars |
March 31, 2024 |
March 31, 2023 |
March 31, 2024 |
March 31, 2023 |
| Revenue from operations |
5,462 |
5,522 |
87,289 |
85,425 |
| Other Income |
265 |
1,635 |
2,355 |
2,096 |
| Total Revenue |
5,727 |
7,157 |
89,644 |
87,521 |
| Total Expenses |
5,168 |
5,445 |
78,736 |
77,292 |
| Profit/(Loss) before tax |
559 |
1,711 |
10,908 |
10,229 |
| Tax Expenses |
(71) |
438 |
919 |
1,772 |
| Net Profit/(Loss) after tax |
630 |
1,273 |
9,989 |
8,457 |
| Other comprehensive income/(loss) for the
year, (net of tax) |
44 |
34 |
(63) |
42 |
| Total comprehensive income/(loss) for the year |
674 |
1,307 |
9,926 |
8,499 |
| Earnings per Share (Basic) (in H) |
2.22 |
4.50 |
30.40 |
24.07 |
| Earnings per Share (Diluted) (in H) |
2.22 |
4.50 |
30.39 |
24.06 |
3. DIVIDEND
The Company remains steadfast in its commitment to the Waste Management
sector in India, anticipating favourable conditions driven by government policies and
increasing demand from Urban Local Bodies (ULBs). Holding a positive outlook for primary
investments and growth projections in the short and medium term, the Company is buoyed by
robust economic fundamentals. To capitalize on these prospects, we plan to execute various
initiatives and ventures, including significant investments in capex, workforce, and
associated infrastructure. Given the current strategic focus on expansion and development,
the Company has chosen to preserve and reinvest its earnings rather than declare dividends
or allocate funds to reserves. This approach ensures that we are well positioned to secure
and effectively execute upcoming contracts, thereby driving sustainable growth and
long-term value for our stakeholders.
Further, in terms of Regulation 43A of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Board of the Company has adopted a Dividend Distribution
Policy, which is available on the Company's website at https://www.antony-waste.com/
docs/investors/corporate-governance/policies/Dividend_ Distribution_Policy.pdf.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Management Discussion and Analysis Report for the year under review, is presented in a
separate section, forming part of this Integrated Report.
5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE COMPANIES/LLP
Asondateofthisreport,theCompanyhaseightsubsidiaries and one associate
overseas Company. The details of the performance of the subsidiary/associate companies/LLP
during the year under review are as follows:
ANTONY LARA ENVIRO SOLUTIONS PRIVATE LIMITED
Antony Lara Enviro Solutions Private Limited has reported total revenue
of H 22,939 lakh for the current year as compared to H 19,270 lakh in the previous year.
The total comprehensive income for the year under review amounted to H 5,475 lakh as
compared to income of H 5,380 lakh in the previous year.
AG ENVIRO INFRA PROJECTS PRIVATE LIMITED
AG Enviro Infra Projects Private Limited has reported total revenue of
H 47,728 lakh for the current year as
compared to H 38,385 lakh in the previous year. The total comprehensive
income for the year under review amounted to H 3,089 lakh as compared to income of H
762 lakh in the previous year.
ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED
Antony Lara Renewable Energy Private Limited has reported total revenue
of H 7,538 lakh for the current year as compared to H 17,718 lakh in the previous year.
The total comprehensive loss for the year under review amounted to H 654 lakh as compared
to income of H 1,259 lakh in the previous year.
VARANASI WASTE SOLUTIONS PRIVATE LIMITED
Varanasi Waste Solutions Private Limited has reported total revenue of
H 5,175 lakh for the current year as compared to H 4,945 lakh in the previous year. The
total comprehensive income for the year under review amounted to H 301 lakh as compared to
income of H 270 lakh in the previous year.
AL WASTE BIO REMEDIATION LLP
AL Waste Bio Remediation LLP has reported total revenue of H 973 lakh
for the current year as compared to H 1,595 lakh in the previous year. The total
comprehensive loss for the year under review amounted to H 199 lakh as compared to income
of H 127 lakh in the previous year.
KL ENVITECH PRIVATE LIMITED
KL EnviTech Private Limited has reported total revenue of H 1 lakh for
the current year as compared to H 19 lakh in the previous year. The total comprehensive
loss for the year under review amounted to H 4 lakh as compared to loss of H 21 lakh in
the previous year.
ANTONY INFRASTRUCTURE AND WASTE MANAGEMENT SERVICES PRIVATE LIMITED
Antony Infrastructure and Waste Management Services Private Limited has
reported total revenue of H 283 lakh for the current year as compared to H 332 lakh in the
previous year. The total comprehensive loss for the year under review amounted to H 10
lakh as compared to income of H 23 lakh in the previous year.
ANTONY RECYCLING PRIVATE LIMITED (FORMERLY KNOWN AS ANTONY REVIVE
EWASTE PRIVATE LIMITED)
Antony Recycling Private Limited did not earn any revenue as it has not
yet commenced its commercial operations. Further, the total comprehensive loss for the
year under review amounted to H 22 lakh as compared to loss of H 43 lakh in the
previous year.
MAZAYA WASTE MANAGEMENT LLC
Our Company does not expect to earn any returns on the amount invested
in Mazaya and has made provision for diminution in value of the entire investment. With a
view to write-off its investment in the shares of Mazaya, we have submitted an application
to Reserve Bank of India seeking permission to write-off the entire amount of investment.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the Year
2023-24 are prepared in compliance with the applicable provisions of the Companies Act,
2013 ("the Act"), including Indian Accounting Standards specified under Section
133 of the Act. The audited Consolidated Financial Statements together with the
Auditors' Report thereon forms part of this Integrated Report.
The provisions of Section 129(3) of the Act and rules made thereunder,
a separate statement containing salient features of financial statements of its
Subsidiary, Associate Companies in form AOC-1 is annexed as Annexure I and forms part of
this Integrated Report. The Financial Statements of the subsidiaries are available for
inspection by the members at the Registered Office of the Company pursuant to the
provisions of Section 136 of the Act. The Statements are also available on the website of
the Company at https://www.antony-waste. com/investors/subsidiaries/ under the
‘Investors' section.
6. MERGER OF SUBSIDIARIES
During the year under review, we initiated the merger process by
Absorption of Antony Infrastructure and Waste Management Services Private Limited (First
Transferor Company) and KL EnviTech Private Limited (Second Transferor Company) into AG
Enviro Infra Projects Private Limited (Transferee Company). After securing the necessary
approvals from shareholders and creditors, we submitted the merger application to the
Hon'ble National Company Law Tribunal (NCLT). The NCLT sanctioned the Scheme of
Merger by Absorption on August 13, 2024, paving the way for the merger's completion.
This merger is anticipated to bring numerous benefits to our group and stakeholders.
7. AUDITORS
(I) STATUTORY AUDITORS
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm
Registration Number: 001076N/N500013), have been appointed as Statutory Auditors of the
Company at the 21st Annual General Meeting of Members of the Company held on
September 27, 2022, for a second term of 5 years from the conclusion of 21st
Annual General Meeting till the conclusion of 26th Annual General Meeting to be
held in year 2027.
During the year, the statutory auditors have confirmed that they
satisfy the Independence and Eligibility criteria required under the Act. The Audit
Committee reviews the independence of the Auditors and the effectiveness of the Audit
process. The Auditors attend the Annual General meeting of the Company. No frauds have
been reported by the Statutory Auditors during the year 2023-24 pursuant to the provisions
of Section 143(12) of the Act.
The Auditor's Report for the year 2023-24 on the financial
statements (standalone and consolidated) of the Company forms part of this Integrated
Report and does not contain any qualification, reservation, adverse remark, or disclaimer
except as stated below:
Standalone Financial Statement |
|
Qualification |
Management Response |
| As explained in Note 46 to the
accompanying standalone financial statements, the Company's non-current trade
receivables as at 31 March 2024 include certain long outstanding receivables aggregating H
566.39 lakhs due from two Municipal Corporations, which are under dispute but considered
good and recoverable by the management. However, in the absence of sufficient appropriate
audit evidence to corroborate the management's assessment of recoverability of these
balances, we are unable to comment on adjustments, if any, that may be required to be made
to the carrying amounts of such receivables as at 31 March 2024 and the consequential
impact, on the accompanying standalone financial statements. Our audit report dated 24 May
2023 on the standalone financial statements for the year ended 31 March 2023 was also
qualified in respect of this matter. |
Note 46: Trade receivables
(non-current) as at 31 March 2024 include amounts which are due from two Municipal
Corporations aggregating H 566.39 lakhs (31 March 2023 : H 752.64 lakhs), which are
outstanding for a long time. The cases pertaining to such amounts are presently disputed
under Honorable High Courts. Owing to the aforesaid, the recoverability of these amounts
is expected to take some time. However, management is hopeful of recovering these trade
receivables in due course and hence, the same are considered as good for recovery as at
the reporting date. |
Emphasis of Matter |
Management Response |
| We draw attention to Note 41(e) of the
standalone financial statements regarding the search operation carried out by the Income
Tax Department (‘the department') during October 2021 and demand orders received
by the Company in the current year. Given the uncertainty and pending outcome of the
assessment proceedings, the adjustments, if any required to these standalone financial
statements owing to the impact of aforesaid matter, is presently not ascertainable. Our
opinion is not modified in respect of this matter. |
Note 41(e): The Income Tax
Department ("the Department") conducted a Search under the provision of the
Income Tax Act (‘IT Act') ("the Search") at two business premises of
the Company and residential premises of few of the Directors during October 2021. During
the search proceedings and thereafter, Management has provided required support and
co-operation to the Department. Subsequently, during the year ended 31 March 2024, the
Company is in receipt of demand order u/s 143(3) and 147 of Income Tax Act 1961, in
respect of assessment year (‘AY') 2018-19 and 2022-23 which primarily pertains
to disallowances of certain expenses. Management has evaluated the demand orders and after
considering all the available records and information known to it, subsequent to the year
end, the Company has filed an appeal before the Hon'ble Commissioner of Income Tax
(Appeals) against the aforesaid demand orders and has also filed for rectification of
order with the Assessing Officer in respect of certain adjustments made by them for AY
2018-19. The demand as mentioned in the aforesaid orders of the Department is H 1,190.75
lakhs and has been included in note 41(a). While the uncertainty exists regarding the
outcome of the aforesaid assessment proceedings, the Management has obtained views of an
external expert in relation to its tax position on the aforesaid matters and also
conducted an independent review of documents and information available with it, which
supports the management's contentions. Based on the above, the Company believes it
can succeed in the appeals filed against the aforesaid demand orders and accordingly no
material adjustments are required to these standalone financial statements. |
Key Audit Matter |
Management Response |
Recoverability of amounts and claims
from municipal corporations |
Note 47: |
| The Company, as at 31 March 2024, has
trade receivables and other current financial assets (reimbursement receivable from
municipalities) amounting to H 6,534.47 lakhs and H 3,839.01 lakhs, respectively, which
significantly represents receivables from various municipal corporations (customers). Such
amounts are outstanding towards bills, escalation claim and minimum wages in respect of
ongoing as well as completed projects and which are further under review/ litigation
with/by the respective authorities. Management, based on contractual tenability, past
experience with the municipal corporations, progress of the discussions and relying on the
legal opinion obtained from independent legal counsel for specific matters, has provided
appropriate amount of provision for these receivables in the accompanying standalone
financial statements of the Company. Considering the materiality of the amounts involved,
uncertainties associated with the outcome of the review and significant management
judgement involved in assessment of recoverability of such amounts basis their progress of
the discussions with corporations, this has been considered to be a key audit matter in
the audit of the standalone financial statements. Further, out of the above, current trade
receivables and other current financial assets amounting to H 1,500.00 lakhs and H
3,505.96 lakhs, respectively, represent amounts and claims recoverable from two municipal
corporations and are overdue for a substantial period of time. Further, the aforesaid
trade receivables include H 1,500.00 lakhs which is under dispute with the municipal
authority and the matter is currently sub-judice at the Hon'ble Supreme Court. These
have been considered as fundamental to the understanding of the users of standalone
financial statements and accordingly we draw attention to Notes 47 and 48 to the
standalone financial statements, regarding uncertainties relating to timing of
recoverability of aforesaid receivables. |
Other financial assets (current) as of 31
March 2024 include amount of H 3,505.96 lakhs which represent receivable towards
reimbursement of minimum wages from a Municipal Corporation, which are overdue for a
substantial period of time. The Company has received balance confirmation and
communication from the Municipal Corporation, stating approval has been received from the
State Government for reimbursement of payments and the Municipal Corporation is in the
process of arranging funds to settle the aforesaid dues. Considering all these factors and
ongoing discussions with the municipal corporation, Management expects that the
outstanding balances will be realized and accordingly above receivables have been
considered as good for recovery as at the reporting date. Note 48: Trade receivable
(current) as at 31 March 2024 include amount of H 1,500.00 lakhs which represents dues
from a Municipal Corporation, which is overdue for substantial period of time. The dues
represent contractual amounts which were deliberated and approved by Standing
Committee of the Municipal Corporation and conciliation agreement is being signed. Post
approval, the Municipal Corporation moved to the Hon'ble High Court against the
decision of the Standing Committee, which was quashed by the Hon'ble High Court in
favour of the Company. The Municipal Corporation further challenged the judgment at the
Hon'ble Supreme Court. The matter is currently under review with the Hon'ble
Supreme Court. Based on the contractual tenability of the dues and legal opinion obtained,
the Management is hopeful of recovering these amounts and hence, the same is considered
good of recovery as at the reporting date. |
Consolidated Financial Statement |
|
Qualification |
Management Response |
| As explained in Note 50 to the
accompanying consolidated financial statements, the Company's non-current trade
receivables as at 31 March 2024 include certain long outstanding receivables aggregating H
566.39 lakhs due from two Municipal Corporations, which are under dispute but considered
good and recoverable by the management. However, in the absence of sufficient appropriate
audit evidence to corroborate the management's assessment of recoverability of these
balances, we are unable to comment on adjustments, if any, that may be required to be made
to the carrying amounts of such receivables as at 31 March 2024 and the consequential
impact, on the accompanying consolidated financial statements. Our audit report dated 24
May 2023 on the consolidated financial statements for the year ended 31 March 2023 was
also qualified in respect of this matter. |
Note 50: Trade receivables
(non-current) of the Holding Company as at 31 March 2024 include amounts which are due
from two Municipal Corporations aggregating H 566.39 lakhs (31 March 2023 : H 752.64
lakhs), which are outstanding for a long time. The cases pertaining to such amounts are
presently disputed under Honorable High Courts. Owing to the aforesaid, the recoverability
of these amounts is expected to take some time. However, Management is hopeful of
recovering these trade receivables in due course and hence, the same are considered as
good for recovery as at the reporting date. |
Emphasis of Matter |
Management Response |
| We draw attention to Note 46(d) of the
consolidated financial statements regarding the search operation carried out by the Income
Tax Department (‘the department') during October 2021 and demand orders received
by the Holding Company and its three subsidiary companies in the current year. Given the
uncertainty and pending outcome of the assessment proceedings, the adjustments, if any
required to these consolidated financial statements owing to the impact of aforesaid
matter, is presently not ascertainable. Our opinion is not modified in respect of this
matter. |
Note 46(d): The Income Tax
Department ("the Department") conducted a Search under the provision of the
Income Tax Act (‘IT Act') ("the Search") at two business premises of
the Group and residential premises of few of the Directors during October 2021.
During the search proceedings and thereafter, management has provided required support and
co-operation to the Department. Subsequently, during the period ended 31 March 2024, the
Holding Company and its three subsidiary companies are in receipt of demand order u/s
143(3) and 147 of Income Tax Act 1961, in respect of five different years ranging between
AY 2015-16 and AY 2022-23 which primarily pertains to disallowances of certain expenses
and addition of certain incomes. Management of the Group has evaluated the demand orders
and after considering all the available records and information known to it, subsequent to
the year end, the Group has filed an appeal before the Hon'ble Commissioner of Income
Tax (Appeals) against the aforesaid demand orders and has also filed for rectification of
orders with the Assessing Officer in respect of certain adjustments made by them for four
different assessment years. The demand as mentioned in the aforesaid orders of the
Department is H 4,050.65 lakhs and has been included in note 46(a). While the
uncertainty exists regarding the outcome of the aforesaid assessment proceedings, the
Group management has obtained views of an external expert in relation to its tax position
on the aforesaid matters and also conducted an independent review of documents and
information available with it, which supports the management's contentions. Based on
the above, the Group believes it can succeed in the appeals filed against the aforesaid
demand orders and accordingly no material adjustments are required to these consolidated
financial statements. |
Key Audit Matter |
Management Response |
Recoverability of amounts and claims
from municipal corporations |
Note 51: |
| The Group, as at 31 March 2024, has trade
receivables and other current financial assets (reimbursement receivable from
municipalities) amounting to H 30,890.55 lakhs and H 4,045.93 lakhs, respectively, which
significantly represents receivables from various municipal corporations (customers). Such
amounts are outstanding towards bills, escalation claim and minimum wages in respect of
ongoing as well as completed projects and which are further under review/litigation
with/by the respective authorities. Management, based on contractual tenability, past
experience with the municipal corporations, progress of the discussions and relying on the
legal opinion obtained from independent legal counsel for specific matters, has provided
appropriate amount of provision for these receivables in the accompanying consolidated
financial statements of the Group. Considering the materiality of the amounts involved,
uncertainties associated with the outcome of the review and significant management
judgement involved in assessment of recoverability of such amounts basis their progress of
the discussions with corporations, this has been considered to be a key audit matter in
the audit of the consolidated financial statements. Further, out of the above, current
trade receivables and other current financial assets amounting to H 1,500.00 lakhs and H
3,505.96 lakhs, respectively, represent amounts and claims recoverable from two municipal
corporations and are overdue for a substantial period of time. Further, the aforesaid
trade receivables include H 1,500.00 lakhs which is under dispute with the municipal
authority and the matter is currently subjudice at the Hon'ble Supreme Court. These
have been considered as fundamental to the understanding of the users of consolidated
financial statements and accordingly we draw attention to Notes 51 and 52 to the
consolidated financial statements, regarding uncertainties relating to timing of
recoverability of aforesaid receivables. |
Other financial assets (current) of the
Holding Company as at 31 March 2024 include amount of H 3,505.96 lakhs which
represent receivable towards reimbursement of minimum wages from a Municipal Corporation,
which are overdue for a substantial period of time. The Holding Company has received
balance confirmation and communication from the municipal corporation, stating approval
has been received from the State Government for reimbursement of payments and the
municipal corporation is in the process of arranging funds to settle the aforesaid dues.
Considering all these factors and ongoing discussions with the municipal corporation,
Management expects that the outstanding balances will be realized and accordingly above
receivables have been considered as good for recovery as at the reporting date. Note
52: Trade receivable (current) of the Holding Company as at 31 March 2024 include
amount of H 1,500.00 lakhs which represents dues from a Municipal Corporation, which is
overdue for substantial period of time. The dues represent contractual amounts which were
deliberated and approved by standing committee of the Municipal Corporation and
conciliation agreement was signed. Post approval, the Municipal Corporation moved to the
Hon'ble High Court against the decision of the standing committee, which was quashed
by the Hon'ble High Court in favor of the Holding Company. The Municipal Corporation
further challenged the judgment at the Hon'ble Supreme Court. The matter is currently
under review with the Hon'ble Supreme Court. Based on the contractual tenability of
the dues and legal opinion obtained, Management is hopeful of recovering these amounts and
hence, the same is considered good of recovery as at the reporting date. |
(ii) SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, SGGS &
Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries Mumbai, had
been appointed to undertake the Secretarial Audit of the Company for the year 2023-24. The
Secretarial Audit Report for the year 2023-24 is annexed as Annexure II and forms
part of this Integrated Report. The said Report, does not contain any qualification,
reservation, adverse remark or disclaimer except as stated below: (i) Delay in receipt of
share certificates or any other document as an evidence of investment, and delay in filing
the Annual Performance Report (APR) in respect of the aforementioned company beyond the
timelines stipulated vide FED Master Direction No. 15/2015-16 under the Foreign Exchange
Management Act, 1999.
Management response:
The Company is in the process of regularizing these defaults by filing
necessary applications with the appropriate authority for condonation of such delays and
the possible penalties etc., if any, which may be levied for these contraventions are
likely to be condoned by the regulatory authorities.
(III) SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANIES
SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing
Company Secretaries Mumbai, had been appointed to undertake the Secretarial Audit of
Antony Lara Enviro Solutions Private Limited, AG Enviro Infra Projects Private Limited and
Antony Lara Renewable Energy Private Limited, material subsidiary companies of the Company
in terms of Section 204 of the Act read with Regulation 24A of the SEBI Listing
Regulations. The Secretarial Audit Report(s) as issued by them are also annexed herewith
as Annexure III(A) to Annexure III(C) and does not contain any qualification, reservation
or adverse remark or disclaimer.
(IV) ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the year 2023-24 for all
applicable compliances as per Securities and Exchange Board of India Regulations and
Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued
by SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company Secretaries
Mumbai, has been submitted to the Stock Exchanges and is annexed herewith as Annexure IV
to this Integrated Report.
8. SHARE CAPITAL
The Authorised and Paid-up Share capital of the Company as on March 31,
2024 stand at H 1,82,99,26,960 and H 14,19,10,500 respectively.
During the year under review, the Company has issued and allotted
94,930 equity shares of H 5 each at an issue price of H 170 to the AWHCL Employee Welfare
Trust pursuant to the AWHCL Employee Stock Option Plan 2022.
The Company has not issued any shares or convertible securities and
does not have any scheme for the issue of shares, including sweat equity to its employees
or Directors except as stated above. As on March 31, 2024, none of the Directors of the
Company hold convertible instruments of the Company in their individual capacity.
EMPLOYEES STOCK OPTION SCHEME
The members of the Company at its 21st Annual General
Meeting held on September 27, 2022 had approved ‘AWHCL EMPLOYEE STOCK OPTION PLAN
2022' for grant of, from time to time, in one or more tranches, not exceeding
3,00,000 (Three Lakh) employee stock options to the identified employees of the Company
and its subsidiary and associated companies. Further, a certificate from Secretarial
Auditor i.e. SGGS & Associates (ICSI Unique Code: P2021MH086900), Practicing Company
Secretaries Mumbai, had been received confirming that ‘AWHCL EMPLOYEE STOCK OPTION
PLAN 2022', has been implemented in compliance with the SEBI SBEB Regulations. A copy
of the certificate has been uploaded on the website of the Company at
https://www.antony-waste.com/investors/annual-reports/.
The Statutory disclosures as mandated pursuant to Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB
Regulations, are available on the website of the Company at
https://www.antony-waste.com/investors/ annual-reports/.
9. CREDIT RATING
The Credit Rating of the Company on bank facilities is as detailed
below:
| Facilities |
(H in Crore) |
Ratings |
| Long Term Bank Facilities |
16.50 |
CARE BBB+; Stable |
| Short Term Bank Facilities |
19.00 |
CARE A3+ |
This reaffirms the reputation and trust the Company has earned for its
sound financial management and its ability to meet its financial obligations.
10. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES
Pursuant to Section 186 of the Act read with Schedule VI, the
projects/activities of the Company are categorized as "Infrastructure facility",
therefore the provisions of said section are exempted, except for Section 186(1). Further,
the details of any investment or advanced loans or a guarantee are stated in the notes to
the Financial Statements.
11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal control system stands as a cornerstone of our governance
framework, propelling us toward achieving the Company's objectives while protecting
our valuable assets and guaranteeing the highest level of precision and dependability in
our reporting. Through the adoption of strong policies, clear processes, effective
procedures, and industry best practices, we strive to actively reduce risks and offer
solid assurance that our daily operations are executed with the greatest efficiency and
efficacy. Our approach encompasses extensive monitoring methods to protect all assets
against unauthorized access or disposition. The Company's Internal Financial
Controls, in relation to the financial statements, are sufficiently designed and
operational.
Your Company had appointed an external professional agency Suresh
Surana & Associates LLP, Chartered Accountant, to conduct the internal audit for the
year 2023-24.
During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for inefficiency or inadequacy of
such controls.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with related parties were reviewed and approved by the
Audit Committee. Prior omnibus approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary course of business and on an
arm's length basis and do not attract the provisions of Section 188(1) of the Act.
Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
Further, there are no material related party transactions during the
year under review with the Promoters, Directors, or Key Managerial Personnel. All related
party transactions entered are mentioned in the notes to the financial statements.
The Policy on the Related Party Transactions is available on the
Company's website at https://www.antony-waste.
com/docs/investors/corporate-governance/policies/ Policy_on_RPT.pdf.
13. DIRECTORS&KEYMANAGERIALPERSONNEL
During the year under review, there has been no change in the Board
Structure. Further, as on March 31, 2024, the Company had following Members on the Board:
| Name of the Director |
Designation |
| Mr. Jose Jacob Kallarakal |
Chairman and Managing |
|
Director |
| Mr. Shiju Jacob Kallarakal |
Executive Director |
| Mr. Shiju Antony Kallarakal |
Non-Executive Director |
| Mr. Ajit Kumar Jain |
Independent Director |
| Ms. Priya Balasubramanian |
Independent Director |
| Mr. Suneet K Maheshwari |
Independent Director |
KEY MANAGERIAL PERSONNEL (‘KMP')
There is no change in the KMP of the Company during the reporting
period and the KMP of the Company as designated under provisions of Section 203 of the
Act, are as under:
| Sr. No. |
Name of KMP(s) |
Designation |
| 1 |
Mr. Jose Jacob Kallarakal |
Chairman and Managing
Director |
| 2 |
Mr. Subramanian NG |
Group Chief Financial Officer |
| 3 |
Ms. Harshada Rane |
Company Secretary and
Compliance Officer |
During the year, nine (9) Board Meetings were convened and held, the
details of which are given in the Report on Corporate Governance, which forms part of this
Integrated Report.
Further, in accordance with the provisions of Section 152 of the Act
and the Company's Articles of Association, Mr. Shiju Antony Kallarakal
(DIN:02470660), Director of the Company retires by rotation at the ensuing Annual General
Meeting and, being eligible offers himself for reappointment. The Board recommends his
reappointment for the consideration of the Members of the Company at the ensuing Annual
General Meeting.
The above re-appointments form a part of the notice of the ensuing AGM
and the resolutions are recommended for members' approval.
DECLARATION OF INDEPENDENCE
Based on the declarations received from the Independent Directors (ID),
the Board of Directors has confirmed that they meet the criteria of independence as
mentioned under Section 149 of the Act and SEBI Listing Regulations that they are
independent of the Management. Further, the IDs have in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules,
2014, confirmed that they have enrolled themselves in the Independent Directors'
Databank maintained with the Indian Institute of Corporate Affairs. In terms of Section
150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of
Directors) Rules, 2014, all Independent Directors are either exempted from / passed the
online proficiency self-assessment test conducted by the IICA.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Over the years, the Company has developed familiarisation process for
the appointed Directors with respect to their roles and responsibilities. The process has
been aligned with the requirements under the Act and other related regulations. The
familiarisation Programme for our Directors is customised to suit their individual
interests and area of expertise. The Directors are encouraged to visit the plant of the
Company and interact with members of Senior Management as part of the induction Programme.
The Senior Management make presentations giving an overview of the Company's
strategy, operations, products, markets, group structure and subsidiaries, Board
constitution and guidelines, matters reserved for the Board and the major risks and risk
management strategy. This enables the Directors to get a deep understanding of the
Company, its people, values, and culture and facilitates their active participation in
overseeing the performance of the Management. Further, the details of the familiarisation
programme provided to the Directors is hosted on the Company's website at
https://www.antony-waste.com/docs/investors/corporate-governance/
policies/Familarisation_Programme_of_IDs.pdf
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company.
The Policy broadly lays down the guiding principles, philosophy, and
the basis for payment of remuneration to Executive and Non-executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the NRC
and the Board of Directors while making selection of the candidates.
The above policy has been uploaded on the website of the Company at
https://www.antony-waste.com/docs/ investors/corporate-governance/policies/Nomination_
and_Remuneration_Policy.pdf.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning, of the
Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI
Listing Regulations.
Based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017, the Board Evaluation was carried out on
following parameters, namely:
Composition and caliber of the Board
Strategic direction and performance appraisal
Comprehension of business operations, risk management, processes,
and protocols
Value creation for stakeholders and commitment to responsibilities
Supervision of financial reporting, internal controls, and auditing
functions
Ethicalstandards,compliance,andoversightactivities The Board
evaluation process for the financial year 2023-24 was conducted in a systematic and
comprehensive manner. A structured questionnaire covering various aspects of the
Board's functioning, such as board composition and dynamics, board oversight and
governance, board strategy and performance, board development and culture, etc., was
circulated to all the Directors and feedback was sought on the same. Further, the Chairman
of the NRC had one-on-one meetings with the Independent Directors (IDs), the Executive and
Non-Executive Directors. These meetings were intended to obtain Directors' inputs on
the effectiveness of the Board/ Committee processes.
During a separate meeting of the Independent Directors on May 2, 2024,
a comprehensive evaluation was conducted on the performance of the Non-Independent
Directors, the Board as a whole, and the Chairman, incorporating feedback from the
Executive Directors and other Non-Executive Directors. The NRC also assessed the
performance of individual Directors and the Board collectively. In the subsequent Board
meeting, which followed the Independent Directors' meeting and the NRC meeting, the
performance of the Board, its committees, and individual Directors, including the
Chairman, was thoroughly discussed. The Board evaluation for the year 2023-24 was
completed, with key findings and recommendations noted for ongoing improvement.
14. BOARD COMMITTEES
Regular meetings of the Board and its Committees are convened to
discuss and make decisions on a range of business policies, strategies, financial matters,
and other pertinent matters. The schedule of the Board/ Committee Meetings to be held in
the forthcoming financial year is circulated to the Directors in advance. This proactive
approach allows Directors to seamlessly integrate these meetings into their schedules,
ensuring their active involvement and contribution to the discussions. Due to business
exigencies, the Board has also been approving several proposals by circulation from time
to time.
The Board of Directors of the Company, has following
mandatory/non-mandatory Committees in terms of the provisions of SEBI Listing Regulations
and the Act:
(i) Administrative Committee (ii) Audit Committee
(iii) Corporate Social Responsibility Committee (iv) Nomination and
Remuneration Committee (v) Risk Management Committee (vi) Stakeholder Relationship
Committee
For more details on the composition, meetings, terms of reference etc.,
please refer to the Report on Corporate Governance annexed to Board report.
15. VIGIL MECHANISM
In terms of the provisions of the Act and the SEBI Listing Regulations,
the Vigil Mechanism is implemented through the Company's Whistle Blower Policy to
enable the Directors, employees, and all stakeholders of the Company to report genuine
concerns or grievances about any unethical or unacceptable business practice and to
provide for adequate safeguards against victimization of persons who use such mechanism
and make provision for direct access to the Chairman of the Audit Committee.
The Whistle Blower Policy is available on the Company's website at
https://www.antony-waste.com/docs/ investors/corporate-governance/policies/Vigil_
Mechanism_Policy.pdf.
16. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
In furtherance to the Company's philosophy of conducting business
in an honest, transparent and ethical manner, the Board has laid down Anti-bribery and
Anti-Corruption Policy as part of the Company's Code of Business Conduct. Your
Company has zero tolerance to bribery and corruption and is committed to act
professionally and fairly in all its business dealings. To spread awareness about the
Company's commitment to conduct business professionally, fairly, and free from
bribery and corruption policy education & questionnaire to evaluate understanding of
the key requirements of the policy was conducted by Human Resource department.
The Anti-Corruption and Anti Bribery Policy is available on the
Company's website at https://www.antony-waste.
com/docs/investors/corporate-governance/policies/Anti_
corruption_and_anti-bribery_Policy.pdf
17. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Act: a) In the preparation of the annual
accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
b) The Directors had 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 period.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) The Directors had 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 that such internal financial controls are adequate and operate
effectively.
f) 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.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The report on particulars of conversation of Energy, Technology
absorption and foreign exchange earnings and outgo are mentioned in Annexure V and form
part of this Integrated report.
19. PARTICULARS OF EMPLOYEES
The Disclosure as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as Annexure VI and form part of this Integrated report.
Details of employee remuneration as required under provisions of
Section 197 of the Act read with Rule 5(2) and 5(3), are available to members for
inspection at the Registered Office of the Company on every working day of the Company
between 10 am to 12 noon up to the date of the ensuing AGM. If any member is interested in
obtaining a copy thereof, such member may write an e-mail to
investor.relations@antonywaste.in.
20. CORPORATE GOVERNANCE
During the year under review, the Company complied with the applicable
provisions relating to corporate governance as provided under the SEBI Listing
Regulations. The compliance report together with a certificate from the Practicing Company
Secretary confirming compliance is provided in the Report on Corporate Governance annexed
herewith as Annexure VII, and forms part of this Integrated Report.
21. DISCLOSURE AS PER 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 (‘POSH') and the
Rules made there under.
The Company has constituted Internal Complaints Committee
(‘ICC') under the POSH and has complied with the provisions relating to the
same. The ICC has been set up comprising 5 (five) Members of whom 3 (three) are female
employees, 1 (one) is male employee and 1 (one) external female Member who is specialists
in dealing with such matters. The employees are sensitized from time to time in respect of
matters connected with prevention of sexual harassment. Awareness programs are conducted
at sites to sensitize the employees to uphold the dignity of their female colleagues at
workplace.
During the year under review, the Company has not received any
complaint of sexual harassment.
The Policy on Prevention of sexual harassment at workplace is available
on the Company's website at https://
www.antony-waste.com/docs/investors/corporate-governance/policies/Anti_Sexual_Harassment_Policy.pdf
.
22. ANNUAL RETURN
Pursuant to Section 92(3) of the Act, the draft of annual return of the
Company for the year 2023-24 is uploaded on website and can be accessed on the website of
the Company at https://www.antony-waste.com/investors/ annual-reports/.
23. RISK MANAGEMENT POLICY
The Board of Directors of the Company has designed Risk Management
Policy and guidelines to avoid events, situations or circumstances which may lead to
negative consequences on the Company's businesses and define a structured approach to
manage uncertainty and to make use of these in their decision-making pertaining to all
business divisions and corporate functions. Key business risks and their mitigation are
considered in the annual/ strategic business plans and in periodic management reviews.
The Company has established a well-defined process of risk management,
wherein the identification, analysis and assessment of the various risks, measuring of the
probable impact of such risks, formulation of risk mitigation strategy and implementation
of the same takes place in a structured manner.
Though the various risks associated with the business cannot be
eliminated completely, all efforts are made to minimize the impact of such risks on the
operations of the Company. Necessary internal control systems are also put in place by the
Company on various activities across the board to ensure that business operations are
directed towards attaining the stated organizational objectives with optimum utilization
of the resources.
For further details, please refer Risk Management section of this
Integrated Report.
The Risk Management Policy is available on the Company's website
at https://www.antony-waste.com/ docs/investors/corporate-governance/policies/Risk_
Management_Policy.pdf.
24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing regulations, the
Company has diligently prepared the Business Responsibility & Sustainability Report
(BRSR). This report comprehensively outlines the Company's endeavors in the realms of
environmental, social, and governance dimensions. BRSR report forms part of this
Integrated Report as required under Regulation 34(2) (f) of the Listing Regulations and is
also available on the Company's website at https://www.antony-waste.com/
investors/annual-reports/.
25. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act and Companies (Corporate Social
Responsibility) Rules, 2014, the Board of Directors of the Company constituted the
Corporate Social Responsibility (CSR) Committee. The committee has the overall
responsibility of identifying the areas of CSR activities, recommending the amount of
expenditure to be incurred on the identified activities, implementing, and monitoring the
CSR Policy from time to time and reporting progress on various initiatives.
Our Company has released a separate non statutory report on the
activities undertaken under the CSR Initiatives during the year under review and same is
available at website of the Company at https://www.antony-waste.
com/investors/annual-reports/.
Further, a statutory report on CSR activities and the contents of
Corporate Social Responsibility policy annexed as Annexure VIII, forms part of this
Integrated Report.
26. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ("ESG") POLICY
The integration of Environmental, Social & Governance (ESG) factors
into the business and financial landscape is gaining momentum. The Companies are
increasingly under analysis from investors, regulators, consumers, and employees who seek
to understand their approach to managing risks and opportunities related to climate
change, natural resources, diversity/inclusion, workplace safety, supply chains, and
corporate governance.
At AWHCL, responsible stewardship is deeply ingrained in our
organizational ethos. In 2020, we formalized our ESG policy, embedding key factors into
our operations to effectively manage ESG issues and communicate our progress transparently
to stakeholders.
Our ESG journey has evolved, and we conducted an extensive exercise to
identify and prioritize the most relevant sustainability themes and Key Performance
Indicators pertaining to ESG issues. The Company has established an ESG Road-map and set
goals for compliance and performance management over the next three years and beyond.
Additionally, AWHCL has adopted the BRSR (Business Responsibility and Sustainability
Report) framework, reaffirming our commitment to responsible stewardship throughout the
organization and continually enhancing our sustainability-related reporting and
disclosures.
The ESG Policy is available on the Company's website at
https://www.antony-waste.com/docs/investors/ corporate-governance/policies/ESG_Policy.pdf.
27. HEALTH, SAFETY AND ENVIRONMENT
The Company's policy on health, safety and environment aims at
healthy, safe, and productive work environment, by providing continuous training and
adopting the best of safety practices and monitoring the stated practices. Every employee,
whether in a direct or indirect capacity, undergoes comprehensive training in essential
technical skills such as first aid and firefighting. To ensure preparedness for unforeseen
circumstances, mock drills featuring carefully conceived scenarios are regularly executed
across all operational sites. These drills serve as a means to keep the workforce
vigilant, poised, and adept in effectively managing a spectrum of emergencies.
28. RESIDUARY DISCLOSURES
During the year under review:
i. the Company has not issued equity shares with differential rights as
to dividend, voting or otherwise.
Hence, disclosure under Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 is not applicable;
ii. the Company has not issued sweat equity shares to its employees.
Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules,
2014 is not applicable;
iii. no significant material orders have been passed by any regulators
or courts or tribunals which may impact the going concern status of the Company and its
future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts)
Rules, 2014 is not applicable;
iv. the provisions of Section 125(2) of the Act, do not apply as there
was no unclaimed dividend in the previous years;
v. the Company has not transferred any amount to the reserves of the
Company. Hence, disclosure under Section 134(3)(j) of the Act is not applicable;
vi. the Company has not accepted any public deposits under Section 73
of the Act. Hence, disclosure under Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts)
Rules, 2014 is not applicable;
vii. there has been no change in the nature of business of the Company.
Hence, disclosure under Rule 8(5) (ii) of the Companies (Accounts) Rules, 2014 is not
applicable;
viii. the Company was not required to maintain the cost records and
requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act
were not applicable for the business activities carried out by the Company.
ix. the Company has complied with the applicable Secretarial Standards
(SS1 and SS2) as issued by the Institute of Company Secretaries of India in terms of
Section 118(10) of the Act.
x. no material changes or commitments have occurred between the end of
the financial year and the date of this Report, which affect the Financial Statements of
the Company with respect to the reporting year.
xi. there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016.
xii. There were no agreements that subsist as on the date of this
report under clause 5A to para A of part A of schedule III of SEBI Listing Regulations
29. INDUSTRIAL RELATIONS
The Company maintained exemplary relations with its employees
throughout the year under review. The Board extends its profound gratitude to the
employees across all cadres for their unwavering dedication and invaluable service. Their
commitment is the cornerstone of our success in the waste management sector in India. We
anticipate their continued support and an elevated level of productivity to achieve our
ambitious targets for the future. The contribution of our staff is indispensable in
driving our mission forward and addressing the critical environmental challenges of our
nation.
30. ACKNOWLEDGEMENT
Your Directors thank the various Central and State Government
Departments, Organisations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks, and other business partners for the excellent
support received from them during the year.
The Directors are happy to place on record their sincere appreciation
to all employees of the Company for their unstinted commitment and continued contribution
to the Company.
31. CAUTIONARY STATEMENT
All the Statements in the Board's Report and the Management
Discussion and Analysis describing the Company's objectives, projections, estimates,
expectations, or predictions may be ‘forward looking statements' within the
meaning of applicable securities laws and regulations.
Actual results of operations may differ materially from those suggested
by the forward-looking statements due to risks or uncertainties associated without
expectations with respect to, but not limited to, regulatory changes pertaining to the
logistics sector and our ability to respond to them, our ability to successfully implement
our strategies, our growth and expansion, technological changes, our Company's
exposure to market risks, general economic and political conditions in India which have an
impact on our Company's business activities or investments, the monetary and fiscal
policies of India, inflation, deflation, unanticipated turbulence in interest rates,
foreign exchange rates, equity prices or other rates or prices, the performance of the
financial markets in India and globally, changes in domestic laws, regulations and taxes
and changes in competition in the industry we operate in.
The Company is not obliged to publicly amend, modify, or revise any
forward-looking statement, on the basis of any subsequent development, information or
events or otherwise.
For and on Behalf of Board of
ANTONY WASTE HANDLING CELL LIMITED
JOSE JACOB KALLARAKAL
CHAIRMAN AND MANAGING DIRECTOR DIN: 00549994 Date : August 29, 2024
Place : Thane