Dear Members of AWHCL,
Your directors are pleased to present the Twenty Second Annual Report of the Company
along with the audited financial statements (standalone and consolidated) for the year
2022-23.
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 Annual Report.
2. FINANCIAL HIGHLIGHTS
|
Standalone |
Consolidated |
Particulars |
MarcRs.31, |
MarcRs.31, |
MarcRs.31, |
MarcRs.31, |
|
2023 |
2022 |
2023 |
2022 |
Revenue from Operation |
5,660 |
5,525 |
85,563 |
64,842 |
Other Income |
1,635 |
1,594 |
2,096 |
1,837 |
Total Revenue |
7,295 |
7,119 |
87,660 |
66,679 |
Total Expenses |
5,584 |
4,753 |
77,431 |
55,409 |
Profit/(Loss) before tax |
1,711 |
2,366 |
10,229 |
11,269 |
Tax Expenses |
438 |
510 |
1,772 |
2,229 |
Net Profit/(Loss) after tax |
1,273 |
1,856 |
8,456 |
9,040 |
Other comprehensive income/(loss) for the year, (net of tax) |
34 |
50 |
42 |
104 |
Total comprehensive income/(loss) for the year |
1,307 |
1,906 |
8,499 |
9,144 |
Earnings per Share (Basic) (in H) |
4.50 |
6.56 |
24.07 |
24.00 |
Earnings per Share (Diluted) (in H) |
4.50 |
6.56 |
24.06 |
24.00 |
3. DIVIDEND
The Company maintains its commitment to the Waste Management sector in India and
anticipates favorable conditions driven by government policies and demand from different
Urban Local Bodies (ULBs). The Company holds a positive outlook for its primary
investments and growth projections in both the short and medium term. This optimism is
supported by robust economic fundamentals. The Company intends to execute various
initiatives and ventures to capitalize on these prospects, involving investments in CAPEX,
workforce, and associated infrastructure. Consequently, the Company has chosen to preserve
and reinvest its earnings, opting not to declare dividends or allocate funds to reserves.
Further, in terms of Regulation 43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (S EBI 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/New Policy/ AWHCL 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 Annual Report.
5. PERFORMANCE OF SUBSIDIARY/ASSOCIATE COMPANIES/LLP
As on date of this report, the Company has eight subsidiaries and one associate
overseas Company. The details of the performance of the subsidiary/associate company/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 Rs.19,270
lakh for the current year as compared to Rs.16,354 lakh in the previous year. The total
comprehensive Income for the year under review amounted to Rs..5,380 lakh as compared to
Income of Rs..6,272 lakh in the previous year.
AG ENVIRO INFRA PROJECTS PRIVATE LIMITED
AG Enviro Infra Projects Private Limited has reported total revenue of Rs..38,385 lakh
for the current year as compared to Rs..33,132 lakh in the previous year. The total
comprehensive Income for the year under review amounted to Rs..762 lakh as compared to
income of Rs.1,324 lakh in the previous year.
ANTONY LARA RENEWABLE ENERGY PRIVATE LIMITED
Antony Lara Renewable Energy Private Limited has reported total revenue of Rs.17,718
lakh for the current year as compared to Rs..6,511 lakh in the previous year. The total
comprehensive Income for the year under review amounted to Rs.1,259 lakh as compared to
Income of Rs..664 lakh in the previous year.
VARANASI WASTE SOLUTIONS PRIVATE LIMITED
Varanasi Waste Solutions Private Limited has reported total revenue of Rs..4,945 lakh
for the current year as compared to Rs..4,837 lakh in the previous year. The total
comprehensive Income for the year under review amounted to Rs..270 lakh as compared to
Income of Rs..357 lakh in the previous year.
AL WASTE BIO REMEDIATION LLP
AL Waste Bio Remediation LLP has reported total revenue of Rs.1,595 lakh for the
current year as compared to Rs..208 lakh in the previous year. The total comprehensive
income for the year under review amounted to Rs.127 lakh as compared to loss of Rs.120
lakh in the previous year.
KL ENVITECH PRIVATE LIMITED
KL EnviTech Private Limited has reported total revenue of Rs.19 lakh for the current
year as compared to Rs..25 lakh in the previous year. The total comprehensive loss for the
year under review amounted to Rs..21 lakh as compared to loss of Rs..5 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 Rs..332 lakh for the current year as compared to Rs..268 lakh in the previous
year. The total comprehensive Income for the year under review amounted to Rs..23 lakh as
compared to income of Rs.16 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 Rs..43 lakh as compared to loss of Rs..38 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 2022-23 are prepared
in compliance with the applicable provisions of 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 Annual 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 Annual
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 and can be
accessed at https://www.antony- waste.com/Subsidiaries.html under the 'Investors'
section.
6. AUDITORS
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 2022-23 pursuant
to the provisions of Section 143(12) of the Act.
The Auditor's Report for the year 2022- 23 on the financial statement (standalone and
consolidated) of the Company forms part of this Annual 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 MarcRs.2023 include certain long
outstanding receivables aggregating Rs..752.64 lakhs due from various 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 MarcRs.2023 and the consequential impact, on the accompanying
standalone financial statements. Our audit report for the year ended 31 MarcRs.2022 was
also qualified in respect of this matter.
Trade receivables (non-current) as at 31 MarcRs.2023 include amounts which are due from
various Municipal Corporations aggregating Rs..752.64 lakh, which are outstanding for a
long time. Out of this sum, amount aggregating Rs..60.13 lakh are presently under
arbitration, amounts aggregating Rs..73.62 lakh are presently pending with the dispute
resolution committee of the Municipal Corporation, Rs..52.50 lakh are presently disputed
and being discussed with the Municipal Corporations and Rs..566.39 lakh are presently
disputed under High Court. Owing to the aforesaid, the recoverability of these amounts is
expected to take some time. However, the Company 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.
|
|
Key Audit Matter |
Management Response |
The Company, as at 31 MarcRs.2023, has trade receivables and other current financial
assets (reimbursement receivable from municipalities) amounting to Rs..5,913.39 lakhs and
Rs..5,637.32 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 Rs..2,157.30 lakhs and Rs..5,021.70 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 Rs.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
recoverability of aforesaid receivables.
Note 47:
Trade receivable (current) and other financial assets (current) as of 31 MarcRs.2023
include amounts of Rs..657.30 lakh and Rs..5,021.70 lakh which represent receivable
towards escalation claim and reimbursement of minimum wages, respectively 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 within next one year and
accordingly above receivables have been considered as good for recovery as at the
reporting date.
Note 48:
Trade receivable (current) as at 31 MarcRs.2023 include amount of Rs.1,500.00 lakh
which represents dues from a Municipal Corporation, which is overdue for substantial
period of time. The dues represents contractual amounts which were deliberated and
approved by the standing committee of the Municipal Corporation and a 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 favour of the Company. The Municipal Corporation further challenged the
order 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,
Management is hopeful of recovering these amounts in due course 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 Holding Company's noncurrent trade receivables as at 31 MarcRs.2023
include certain long outstanding receivables aggregating Rs..752.64 lakhs (31 MarcRs.2022:
Rs..805.13 lakhs) due from various 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 MarcRs.2023 and the
consequential impact, on the accompanying consolidated financial statements. Our audit
report for the year ended 31 MarcRs.2022 was also qualified in respect of this matter. |
Trade receivables (non-current) as at 31 MarcRs.2023 of the Holding
Company include amounts which are due from various Municipal Corporations aggregating
Rs..752.64 lakhs (31 MarcRs.2022: Rs..805.13 lakhs), which are outstanding for a long
time. Out of this sum, amounts aggregating Rs..60.13 lakhs (31 MarcRs.2022: Rs..60.13
lakhs) are presently under arbitration, amounts aggregating Rs..73.62 lakhs (31
MarcRs.2022: Rs.125.98 lakhs) are presently pending with the dispute resolution committee
of the Municipal Corporation, Rs..52.50 lakhs (31 MarcRs.2022: Rs..55.02 lakhs) are
presently disputed and being discussed with the Municipal Corporations and Rs..566.39
lakhs (31 MarcRs.2022: Rs..564.00 lakhs) are presently disputed under High Court. Owing to
the aforesaid, the recoverability of these amounts is expected to take some time. However,
the 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. |
Key Audit Matter |
Management Response |
The Group, as at 31 MarcRs.2023, has trade receivables and other
current financial assets (reimbursement receivable from municipalities) amounting to
Rs..26,416.07 lakhs and Rs..5,912.44 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. |
Note 51:
Trade receivable (current) and other financial assets (current) as of
31 MarcRs.2023 include amounts of Rs..657.30 lakhs and Rs..5,021.70 lakhs (31 MarcRs.2022:
Rs..983.85 lakhs and Rs..4,579.82 lakhs) which represent receivable towards escalation
claim and reimbursement of minimum wages, respectively 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 within next one year and
accordingly above receivables have been considered as good for recovery as at the
reporting date. |
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. |
Note 52:
Trade receivable (current) as at 31 MarcRs.2023 include amount of
Rs.1,500.00 lakhs (31 MarcRs.2022: Rs.1,500 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 the standing committee of the
Municipal Corporation and a 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 favour of the Holding Company.
The Municipal Corporation further challenged the order at the Hon'ble Supreme Court, where
this matter is currently under review. Based on the contractual tenability of the dues and
legal opinion, Management is hopeful of recovering these amounts in due course and hence,
the same is considered good of recovery as at the reporting date. |
Further, out of the above, current trade receivables and other current
financial assets amounting Rs..2,157.30 lakhs and Rs..5,021.70 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
Rs.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 consolidated financial statements and
accordingly we draw attention to Notes 51 and 52 to the consolidated financial statements,
regarding uncertainties relating to recoverability of aforesaid receivables. |
(i) 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, M/s. Sunny Gogiya &
Associates, Practising Company Secretary (CP:21563), Mumbai, had been appointed to
undertake the Secretarial Audit of the Company for the Year 2022-23. The Secretarial Audit
Report for the Year 2022-23 is annexed as Annexure II and forms part of this Annual
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, from Mazaya Waste Management LLC, a company incorporated outside India,
aggregating Rs.106 lakhs which has been fully impaired, as at MarcRs.31, 2023 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.
(ii) Secretarial Audit of Material Unlisted Subsidiary
Sunny Gogiya & Associates, Practicing Company Secretary (CP:21563), 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 and does not contain
any qualification, reservation or adverse remark or disclaimer.
(iii) Annual Secretarial Compliance Report
The Company has undertaken an audit for the Year 2022-23 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 Sunny Gogiya &
Associates, Practising Company Secretary (CP:21563), Mumbai, has been submitted to the
Stock Exchanges and is annexed herewith as Annexure IV to this Annual Report.
7. SHARE CAPITAL
The Authorised and Paid-up Share capital of the Company as on MarcRs.31, 2023 continues
to stand at Rs.1,82,99,26,960 and Rs.14,14,35,850 respectively.
During the year under review, 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 the AWHCL Employee Stok Option Plan 2022. As on
MarcRs.31, 2023, 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. Sunny Gogiya &
Associates, Practising Company Secretary (CP:21563), 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 i.e. https://www.antony-waste.com/ Annualreports.html.
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 i.e.
https://www.antony-waste.com/Annualreports.html.
8. CREDIT RATING
The Credit Rating of the Company on bank facilities has been upgraded by CARE Ratings,
in the manner as detailed below:
Facilities |
Amount (Rs. in Crore) |
Ratings |
Earlier rating |
Long Term Bank Facilities |
16.50 (Reduced from 27.50) |
CARE BBB+; Stable |
Revised from CARE BBB; Stable |
Short Term Bank Facilities |
19.00 (Reduced from 33.00) |
CARE A3+ |
Revised from 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.
9. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES
The Company being an Infrastructure Company, the provisions of Section 186 of the Act,
except the Section 186(1), were exempted to it. Further, the details of any investment or
advanced loans or a guarantee are stated in the notes to the Financial Statements.
10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Our internal control system is a fundamental pillar of our governance structure,
designed to drive us towards the accomplishment of the Company's mission while
safeguarding the valuable assets and ensuring the utmost accuracy and reliability in our
reporting. By integrating robust policies, well-defined processes, efficient procedures,
and best practices, we aim to proactively mitigate risks and provide reasonable assurance
that our day-to-day operations are conducted with utmost efficiency and effectiveness.
These measures include comprehensive monitoring procedures aimed at safeguarding all
assets from unauthorized use or disposal. The Internal Financial Controls with reference
to financial statements as designed and implemented by the Company are adequate.
Your Company had appointed an external professional agency Suresh Surana &
Associates LLP, Chartered Accountant, to conduct the internal audit for the year 2022-23.
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.
11. 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/New Data/AWHCL RPT Policy.pdf.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, there has been no change in the Board Structure. Further,
as on MarcRs.31, 2023, 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 . Name of KMP(s) No. |
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, eight (8) Board Meetings were convened and held, the details of which
are given in the Report on Corporate Governance, which forms part of this Annual Report.
The Board of Directors of the Company at its meeting held on August 11, 2023 and on the
recommendation made by the Nomination and Remuneration Committee of the Company at its
meeting held on even date has approved and recommended the re-appointment of the Mr. Jose
Jacob Kallarakal (DIN:00549994) as the Chairman and Managing Director of the Company for
the approval of Members for a period of 5 years with effect from December 12, 2023.
Further, in accordance with the provisions of Section 152 of the Act and the Company's
Articles of Association, Mr. Shiju Jacob Kallarakal (DIN:00122525), 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.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Over the years, the Company has developed a robust 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
familiarization 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 Familiarization programme
provided to the Directors is hosted on the Company's website https://www.antony-waste.com/docs/New
Policy/ FAMILIARIZATION PROGRAMME.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 i.e.
https://www.antony-waste.com/docs/ New_Policy/AWHCL_Nomination&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
Ethical standards, compliance, and oversight activities
To enhance the effectiveness of the Board evaluation for the financial year 2022-23,
the Company opted to engage an Cerebrus Consultants, an External Agency. The primary
objective of enlisting an external agency was to obtain unfiltered feedback from diverse
Directors, fostering a more comprehensive view to enhance the Board's operational
efficiency. A well-structured questionnaire was circulated to all Directors, soliciting
their input. Additionally, the Chair of the Nominations and Remuneration Committee (NRC)
collaborated with the External Agency to conduct personalized discussions with Independent
Directors (IDs), as well as Executive and Non-Executive Directors. These individual
interactions aimed to garner insights into the efficacy of Board and Committee processes.
In an exclusive session with Independent Directors, the performance of Non-Independent
Directors, the overall Board, and the Company's Chairman were assessed, taking into
consideration viewpoints from Executive and Non-Executive Directors alike.
The NRC meticulously evaluated the performance of individual Directors and the
collective Board performance. Subsequent to the Independent Directors' session and the NRC
meeting, the Board convened to delve into the evaluations of the Board's performance, its
various committees, and individual Directors, including the Chairman. This comprehensive
approach culminated in the finalization of the Board evaluation for the 2022-23 fiscal
year.
13. 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.
14. 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 victimisation 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 i.e
https://www.antony-waste.com/docs/ VigilMechanismPolicy.pdf.
15. 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.
16. 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 had 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 were operating
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.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The report on particulars of conservation of Energy, Technology absorption and foreign
exchange earnings and outgo are mentioned in Annexure V and form part of this Annual
Report.
18. 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 Annual 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.
19. 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 Practising Company Secretary
confirming compliance is provided in the Report on Corporate Governance annexed herewith
as Annexure VII, and forms part of this Annual Report.
20. 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 and the Rules made there under.
The Company has constituted of 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 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 complaints of sexual
harassment.
21. ANNUAL RETURN
Pursuant to Section 92(3) of the Act, the draft of annual return of the Company for the
financial year 2022-23 is uploaded on website and can be accessed on the website of the
Company i.e. https://www.antony-waste.com/ Annualreports.html.
22. RISK MANAGEMENT POLICY OF THE COMPANY
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.
The Risk Management Policy is available on the Company's website i.e.
https://www.antony-waste.com/ docs/RiskManagementPolicy.pdf.
23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Pursuant to the 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 Annual Report as
required under Regulation 34(2) (f) of the Listing Regulations and is also available on
the Company's website and can be accessed at https://www.antony-
waste.com/Annualreports.html.
24. 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 i.e. https://www.antony-waste. com/Annualreports.html.
Further, a statutory report on CSR activities and the contents of Corporate Social
Responsibility policy annexed as Annexure VIII, forms part of this Annual Report.
25. 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 Reporting)
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 i.e. https://www.antonv-waste.com/docs/ESGPolicv.pdf.
26. 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.
27. 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 notification of clause 5A
to para A of part A of schedule III of SEBI Listing Regulations
28. INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with its employees during the year under review
and the Board appreciates the employees across the cadres for their dedicated service to
the Company and looks forward to their continued support and higher level of productivity
for achieving the targets set for the future.
29. 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.
30. 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 |
Date : |
August 25, 2023 |
CHAIRMAN AND MANAGING DIRECTOR |
Place |
: Thane |
DIN:00549994 |