Dear Shareholders
Your Directors have pleasure in presenting the Thirty Eight (38th)
Annual Report on the business and operations of your company together with the Standalone
and Consolidated Audited Financial Statements for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE:
The Company's financial performance for the year under review
along with the previous year's figures is given hereunder:
( Rs. in crore)
|
Consolidated |
Standalone |
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Gross sales |
16,165.95 |
13,063.32 |
14,279.29 |
11,589.65 |
Add : Other income |
47.18 |
40.50 |
41.91 |
35.63 |
Total revenue |
16,213.13 |
13,103.82 |
14,321.20 |
11,625.28 |
Profit before Depreciation, Finance Costs
and Tax Expense |
1068.73 |
985.76 |
839.15 |
799.65 |
Less : Depreciation and amortisation |
138.33 |
108.97 |
102.46 |
93.79 |
Less : Finance cost |
67.09 |
44.47 |
47.51 |
43.43 |
Profit before tax (PBT) |
863.31 |
832.32 |
689.17 |
662.44 |
Less : Tax expense |
221.45 |
213.34 |
177.25 |
168.21 |
Profit after tax for the year (PAT) |
641.86 |
618.98 |
511.92 |
494.23 |
The Company's consolidated gross turnover in financial year
2022-23 increased significantly by 23.75 % from H13,063.32 crores to H16,165.95 crores.
The EBIDTA has increased by 8.42 % from H985.76 crores to H1068.73 crores for the year
under review. The net profit of the Company has also increased by 3.70 % from H618.98
crores to H641.86 crores during the year under review.
DIVIDEND
The Board of Directors of the Company is pleased to recommend a
dividend @250 % (_5 per share) as final dividend on the equity shares for the year 2022-23
subject to declaration of the same by the members at the ensuing annual general meeting.
The payment of dividend will be subject to deduction of applicable taxes and shall be paid
for the full year on the shares held as on the record date irrespective of the date of
issue of the shares during the year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended), the Company has Dividend
Distribution policy. During the year, there have been no changes to the policy. Hence, the
same is not annexed to this report, as the same is available on our website at
https://www.aplapollo.com/downloads
TRANSFER TO RESERVES
The Board of Directors of your Company, has decided not to transfer any
amount to the Reserves for the year under review.
OVERVIEW
After two years of uncertainty owing to the pandemic and other global
headwinds, India established a firm footing on economic resurgence despite the ongoing
geopolitical issues, inflationary headwinds and recessionary trends prevailing across the
globe.
Compared to a growth of 9.1%, last year, owing to the low-base effect,
India achieved a GDP growth of 7.2% in FY23. This resurgence was fueled by a rebound in
private consumption, capital creation and a continued increase in contact-based service
activity.
The manufacturing sector and exports remained weak owing to global
exigencies and the looming recession in the west. But, continued government thrust on
infrastructure and pick-up in construction activity were the bright spots for the economy.
As a result, domestic steel consumption saw robust growth in FY23. Not
surprisingly, APL Apollo, the leader in structural steel space in India, was quick to
seize the opportunities and reported another strong performance.
BUSINESS PERFORMANCE
APL Apollo sustained its industry-beating performance once again. The
Company recorded a healthy uptick in all the key performance indicators. After a subdued
1st quarter, sales volume picked up and continued to rise in every subsequent quarter- it
ended the year with a growth of 30% over the previous year.
Revenue from operations increased by 23.75% over the previous financial
year. EBITDA jumped to H1068.73 crore from H985.76 crore last fiscal while Net profit
increased by 3.70% to H641.46 crore, it was H618.98 crore last year. Operating Cash Flow
in FY23 has increased to H 967 crore witnessing a growth of 49% from the previous year.
EBITDA per tonne dropped to H 4481 in FY23 against H5386 per tonne in FY22 owing to
the significant volatility in steel prices in the first half of the financial year.
The Company continued building on its three-pillar strategy
Innovation, Market Creation and ESG.
It emerged as the second company in the world to successfully develop
1000x1000 mm square tubes which are currently undergoing trials.
By completing the steel structures for its showcase Delhi hospitals
project, it has created a new market segment for its 500x500 mm steel tubes. This success
has generated significant interest, some of which have translated into confirmed orders.
These are expected to be completed in 12-18 months.
On the ESG front, your Company scaled new heights. In the DJSI FY22
score, the Company stood at the 80th percentile. Its score reached a high of 29 points,
above the industry average of 22.
POSSIBILITIES AND PROSPECTS
Macro factors: FY24 appears to be a promising year for the Company
owing to the infrastructure thrust given by the Government through the Union Budget 2023.
Sectoral opportunities: The Indian Railways has been one of the key
beneficiaries of the Union Budget 2023. A large part of the allocated funds is expected to
be invested in creating new railway stations and uplifting existing ones. APL Apollo has
participated in some of the tenders floated by the Indian Railways and is hopeful of
securing some projects. When that happens, it would open a new revenue vertical for the
Company.
India plans to set up 50 new airports for improving regional air
connectivity. This should help the Company in garnering healthy volumes for its heavy
structural tubes.
Internal initiatives: The Raipur facility, one of the largest and most
advanced tube manufacturing plants in Asia, commissioned in the year, manufacturing
pathbreaking and pioneering products for India and the world. These super high-value
products are margin accretive and should shore business profitability.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls as
referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31,
2023 the Board is of the opinion that the Company had sound Internal Financial Controls
commensurate with the size and nature of its operations and are operating effectively and
no reportable material weakness was observed in the system during the year.
Based on annual Internal Audit programme as approved by Audit Committee
of the Board, regular internal audits are conducted covering all offices, factories and
key areas of the business. The findings of the internal auditors are placed before Audit
Committee, which reviews and discusses the actions taken with the management. The Audit
Committee also reviews the effectiveness of company's internal controls and regularly
monitors implementation of audit recommendations.
There are existing internal policies and procedures for ensuring the
orderly and efficient conduct of business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures.
ANNUAL RETURN
In accordance with the provisions of Section 134 (3)(a) of the
Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the
financial year 2022-23, is available on the Company's website at
https://www.aplapollo.com/financial.
SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES
The Company had six wholly-owned subsidiaries as on March 31, 2023,
namely Apollo Metalex Private Limited (AMPL), Blue Ocean
Projects Private Limited, APL Apollo Building Products Private Limited,
APL Apollo Mart Limited, A P L Apollo Tubes Company LLC and APL Apollo Tubes FZE.
As the members are aware of, the Board of Directors of Company at its
meeting held on February 27, 2021, had approved a scheme of amalgamation of Shri Lakshmi
Metal Udyog Limited and Apollo Tricoat Tubes Limited with the Company and their respective
shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013
("Scheme of Amalgamation"). The New Delhi bench of the National Company Law
Tribunal (NCLT), through its order dated October 14, 2022 sanctioned the scheme. The
certified copy of the NCLT order was filed with Registrar of Companies on October 31,
2022. Consequently, the scheme became operative from October 31, 2022 (Effective
Date') with appointed date from April 1, 2021 as per the approved scheme.
A report on the performance and financial position of each of the
subsidiaries in form AOC-1 is annexed hereto as AnnexureA' and forms part of
this report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the audited financial statements and related information of the subsidiaries, where
applicable, will be available for inspection during regular business hours at the
company's corporate office at 36, Kaushambi, Near Anand Vihar Terminal, Uttar Pradesh
-201010 and the same are also available at our website i.e. www.aplapollo.com.
During the year under review, the Company incorporated another wholly
owned subsidiary named "A P L Apollo Tubes Company LLC", under Umm Al Quwain
(UAQ) authority in UAE.
The Company has no associates or joint ventures.
DEPOSITS
Your Company neither accepted nor renewed and/or was not having any
outstanding public deposits within the meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.
SHARE CAPITAL
As on March 31, 2023 the authorized capital of the Company stood
increased from _75 crore to _97 crore divided into 48,50,00,000 equity shares of _2 each,
pursuant to sanction of Scheme of Amalgamation.
During the financial year under review, the Company allotted
2,68,60,000 equity shares of _2 each, to the eligible shareholders of Apollo Tricoat Tubes
Limited, in the share exchange ratio of 1:1 as provided in the Scheme of Amalgamation.
During the financial year under review, the Company allotted 1,90,314
equity shares of _2 each at a price of _143.855 (including premium of _141.855), pursuant
to APL Apollo Employees Stock
Option Scheme (ESOS-2015) to eligible employees of the Company and of
its subsidiaries.
Pursuant to abovesaid allotments of Equity shares, the paid up capital
of the Company stands increased from _50.06 Cr to _55.47 Cr comprising of 27,73,30,814
equity shares of _2 each.
The Company has neither issued shares with differential voting rights
nor has issued any sweat equity shares.
BORROWINGS
Commercial Papers
The Company has received the credit ratings from credit rating agencies
ICRA and CRISL as under
a. ICRA A1+' assigned to H300 crore Commercial Paper
programme of the Company.
b. CRISIL A1+' assigned to H 500 crore Commercial Paper
Programme of the Company.
During the year the Company issued Commercial papers ("CP")
for the purpose of raising short term funds in nature ranging between one to three months.
Further, as on March 31, 2023, no CP was outstanding.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of Articles of Association of the Company, Shri Sanjay Gupta will retire
at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for
reappointment.
The Board of Directors in its meeting held on May 12, 2023 appointed
Shri Deepak Goyal as a non-independent additional director to hold office till the date of
ensuing AGM and also as a Whole Time Director designated as "Director (Operations)
& Group CFO" for a period of five consecutive years on the terms and conditions
of appointment including remuneration as given in the notice of the AGM for seeking
approval of the members.
Shri Romi Sehgal has ceased to be a Director of the Company w.e.f.
12.05.2023. The Board places on record its appreciation and gratitude for the
contributions made by Mr. Romi Sehgal during his tenure as a member of the Board of
Directors.
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as provided in Section 149(6) read with schedule IV
of the Companies Act, 2013 and also Regulation 16(I)(b) of the Listing Regulations.
Further, in pursuance of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have
duly confirmed renewal of their respective registration with the Indian Institute of
Corporate Affairs (IICA) database.
Further, in the opinion of the Board, the Independent Directors of the
Company possess the requisite expertise skill and experience (including the proficiency)
and are persons of high integrity and repute as well as independent of the management.
PARTICULARS OF REMUNERATION
Disclosure of ratio of the remuneration of the Executive Director to
the median remuneration of the employees of the Company and other requisite details
pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended,
is annexed to this report as Annexure B'. Further, particulars of employees
pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in
terms of provisions of section 136 of the said Act, the report and accounts are being sent
to all the members of the Company and others entitled thereto, excluding the said
particulars of employees. Any member interested in obtaining such particulars may write to
the Company Secretary. The said information is available for inspection at the registered
office of the Company during working days of the Company up to the date of the ensuing
annual general meeting.
AUDITORS AND AUDITORS' REPORT
A. Statutory Auditors
In terms of provisions of the Companies Act, 2013, M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, Gurugram, (FRN117366W/W-100018), had been
appointed as Statutory Auditors of the Company in the 35th Annual General Meeting held on
September 29, 2020 to hold the office from the conclusion of the said Annual General
Meeting until the conclusion of the 40th Annual General Meeting to be held in year 2025.
The reports the Auditors on the standalone and consolidated financial
statements for the FY 2022-23 do not contain any qualification, reservation or adverse
remark requiring any explanation on the part of the Board. The observations given therein
read with the relevant notes are self-explanatory.
There are no frauds reported by the Auditors under section 143(12) of
the Act.
B. Cost Auditors
In terms of Section 148 of the Act, the Company is required to get the
audit of its cost records conducted by a Cost Accountant. In this connection, the Board of
Directors of the Company in its meeting held on May 12, 2023, on the recommendation of the
Audit Committee, approved the appointment of M/s R.J. Goel & Co., Cost Accountants
(FRN: 000026) as the cost auditors of the Company for the year ending March 31, 2024.
In accordance with the provisions of Section 148(3) of the Act read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable
to the Cost Auditors as recommended by the Audit Committee and approved by the Board has
to be ratified by the members of the Company. Accordingly, appropriate resolution will
form part of the Notice convening the AGM. The approval of the members is sought for the
proposed remuneration payable to the Cost Auditors for the Financial Year ended March 31,
2023. M/s R.J. Goel & Co., have vast experience in the field of cost audit and have
been conducting the audit of the cost records of the Company for the past several years.
The Cost Audit Report of the Company for the Financial Year ended March 31, 2023 will be
filed with the MCA after its noting by the Board. The Company has maintained accounts and
records as specified under sub-section (1) of 148 of the Act.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors had appointed M/s Parikh & Associates, Company Secretaries in
practice as Secretarial Auditors to carry out the Secretarial Audit of the Company for the
financial year 2022-23. The report given by them for the said financial year in the
prescribed format is annexed to this report as Annexure C'. The Secretarial
Audit Report is self- explanatory and does not contain any qualification, reservation or
adverse remark. Further, the Board in its meeting held on May 12, 2023 has re-appointed
the said firm for conducting the secretarial audit for the financial year 2023-24 also.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2023, all the contracts or
arrangements or transactions entered into by the Company with the related parties were in
the ordinary course of business and on arm's length' basis and were in
compliance with the applicable provisions of the Companies Act, 2013 read with Regulation
23 of SEBI (LODR), 2015.
Further, the Company has not entered into any contract or arrangement
or transaction with the related parties which were not on arm's length'
basis or could be considered material in accordance with the policy of the Company on
materiality of related party transactions. In view of the above, it is not required to
provide the specific disclosure of related party transaction in Form AOC-2.
Your Directors draw attention of the members to Note No. 41 to the
Financial Statement which sets out related party disclosures.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Company, under the APL Apollo Employee Stock Option Scheme- 2015
("ESOS-2015), approved by the shareholders vide postal ballot resolutions on July 27,
2015 and December 22, 2015, grants share-based benefits to eligible employees of the
Company and employees of subsidiaries with a view to attracting and retaining the best
talent, encouraging employees to align individual performances with Company objectives,
and promoting increased participation by them in the growth of the Company. The total
number of equity shares to be allotted pursuant to the exercise of the stock incentives
under the ESOS-2015 to the employees of the Company and its subsidiaries shall not exceed
7,50,000 equity shares.
The following disclosures are being made under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities And
Exchange Board Of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021
as on March 31, 2023 and the said disclosure is also available on the website of the
Company at www.aplapollo.com: A. Relevant disclosures in terms of the accounting standards
prescribed by the Central Government in terms of section 133 of the Companies Act, 2013
(18 of 2013) including the Guidance note on accounting for employee share-based
payments' issued in that regard from time to time.
Please refer to Note No. 40 to Standalone Financial Statement for the
year ended March 31, 2023.
B. Diluted Earnings Per Share (EPS) pursuant to issue of shares on
exercise of options:
Please refer Note No. 37 of the Standalone Financial Statement for
disclosure of Diluted EPS.
C. Details related to Employees' Stock Option Scheme:
S. No. |
Particulars (During the
financial year ended March 31, 2023) |
APL Apollo ESOS-2015 |
1 |
Date of shareholders' approval |
27.07.2015 & 21.12.2015 |
2 |
Total number of options approved under
ESOS |
7,50,000 |
3 |
Vesting requirements |
Options granted would vest
not less than 1 year and not more than 4 years from the from the date of employment of the
relevant employee. |
4 |
Exercise price or pricing
formula |
The Exercise price of the
shares will be the Market Price of the shares one day before the date of grant of options. |
5 |
Maximum term of options granted |
5 years |
6 |
Source of shares |
Primary |
7 |
Variation in terms of options |
No Variation during FY 2022-23 |
8 |
Method used to account for ESOS |
Fair value. |
9 |
Where the company opts for
expensing of the options using the intrinsic value of the options, the difference between
the employee compensation cost so computed and the employee compensation cost that shall
have been recognized if it had used the fair value of the options shall be disclosed. The
impact of this difference on profits and on EPS of the company shall also be disclosed. |
N.A. |
10 |
Option movement during the year: |
|
|
Number of options outstanding at the
beginning of the period |
387500 |
|
Number of options granted during the year |
- |
|
Number of options lapsed during the year |
3,436 |
S. No. |
Particulars (During the financial year ended
March 31, 2023) |
APL Apollo ESOS-2015 |
10 |
Number of options vested during the year |
1,90,314 |
|
Number of options exercised during the year |
1,90,314 |
|
Number of shares arising as a result of exercise of options |
1,90,314 |
|
Money realized by exercise of options (INR),
if scheme is implemented directly by the company |
2,73,77,620.47 |
|
Loan repaid by the Trust during the year from
exercise price received |
Not Applicable |
|
Number of options outstanding at the end of the year |
1,93,750 |
|
Number of options exercisable at the end of the year |
1,93,750 |
11 |
Weighted-average exercise prices and
weighted-average fair values of options shall be disclosed separately for options whose
exercise price either equals or exceeds or is less than the market price of the stock. |
Please refer to Note No. 41 to Standalone
Financial Statement for the year end March 31, 2023 |
12 |
Employee wise details of options granted to -
Senior managerial personnel as defined under Regulation 16(d) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015; |
None |
|
Any other employee who receives a grant in any
one year of option amounting to 5% or more of option granted during that year; and |
None |
|
Identified employees who were granted option,
during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the company at the time of grant. |
None |
13 |
A description of the method and significant
assumptions used during the year to estimate the fair value of options including the
following information: |
|
|
(a) the weighted-average values of share
price, exercise price, expected volatility, expected option life, expected dividends, the
risk-free interest rate and any other inputs to the model; |
Please refer to Note No. 41 to Standalone
Financial Statement for the year end March 31, 2023 |
|
(b) the method used and the assumptions made
to incorporate the effects of expected early exercise; |
Fair Value |
|
(c) how expected volatility was determined,
including an explanation of the extent to which expected volatility was based on
historical volatility; and |
Please refer to Note No. 41 to Standalone
Financial Statement for the year end March 31, 2023 |
|
(d) whether and how any other features of the
options granted were incorporated into the measurement of fair value, such as a market
condition. |
Not considered |
The Certificate from the Secretarial Auditors of the Company certifying
that the ESOS 2015 is being implemented in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members,
would be placed at the Annual General Meeting for inspection by Members.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 sub-section 3(c) and sub-section
5 of the Companies Act, 2013, your Directors to the best of their knowledge hereby state
and confirm that: a. In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanations relating to material departures.
b. Such accounting policies have been selected and applied consistently
and judgments and estimates have been made that are reasonable and prudent to give a true
and fair view of the Company's state of affairs as at March 31, 2023 and of the
Company's profit for the year ended on that date.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d. The annual financial statements have been prepared on a going
concern basis.
e. The internal financial controls are laid down to be followed that
and such internal financial controls are adequate and are operating effectively.
f. Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In line with the provisions of Section 135, Schedule VII of the
Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR)
policy for development of programmes and projects for the benefit of weaker sections of
the society and the same has been approved by Corporate Social Responsibility Committee
(CSR Committee) and the Board of Directors of the Company. The Corporate Social
Responsibility (CSR) policy of the Company provides a road map for its CSR activities.
During the year under review, the Company has made contribution of
_0.27 Cr for various CSR purposes in compliance to the provisions of Companies Act, 2013
relating to Corporate Social Responsibility and has transferred _8.19 Crores to the
unspent CSR account of the Company on 28.04.2023 pertaining to ongoing projects.
The Annual Report on CSR activities is annexed herewith as
AnnexureD'. The CSR Policy has been uploaded on the Company's website and
may be accessed at the link: https://www.aplapollo. com/downloads
SCHEME OF AMALGAMATION AND ARRANGEMENT
As the members are aware of, the Board of Directors of Company at its
meeting held on February 27, 2021, had approved a scheme of amalgamation of Shri Lakshmi
Metal Udyog Limited and Apollo Tricoat Tubes Limited with the Company and their respective
shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013.
The New Delhi bench of the National Company Law Tribunal (NCLT),
through its order dated October 14, 2022 has approved the scheme. The certified copy of
the NCLT order was filed with Registrar of Companies on October 31, 2022. Consequently,
the scheme became operative from October 31, 2022 (Effective Date') with
appointed date from April 1, 2021 as per the approved scheme. The Scheme related details
are available on the website of the Company at https://aplapollo.com/
announcements/#Mergers.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
In terms of Section 186 of the Companies Act, 2013 and rules framed
thereunder, details of Loans, Guarantees given and Investments made have been disclosed in
the Notes to the financial statements for the year ended March 31, 2023.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of
Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is
furnished as Annexure E', forming part of this Report.
CORPORATE GOVERNANCE
Your company reaffirms its commitment to the highest standards of
corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate
Governance Report is annexed to this report (Annexure F').
The Corporate Governance Report which forms part of this report, also
covers the following:
a) Particulars of the Board Meetings held during the financial year
under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial
Personnel and Senior Management including, inter alia, the criteria for performance
evaluation of Directors.
c) The manner in which formal annual evaluation has been made by the
Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and
establishment of Vigil Mechanism.
e) Details regarding Risk Management.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS
During the period under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2).
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a
Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of
the said Act and an Internal Complaint Committee has also been set up to redress
complaints received regarding Sexual Harassment.
No complaint of sexual harassment was received during the financial
year 2022-23.
OTHER DISCLOSURES AND REPORTING
Your Directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions on these items during the
year under review :
1. Change in the nature of business of the Company.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Any remuneration or commission received by Managing Director of the
Company, from any of its subsidiary.
4. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this report.
5. Significant or material orders passed by the regulators or courts or
tribunal which impacts the going concern status and company's operations in future.
6. Material changes affecting the financial position of the Company
which have occurred between the end of the financial year of the Company and the date of
the Report.
7. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status
as at the end of the financial year.
8. The details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof
APPRECIATION
Yours Directors take this opportunity to express their appreciation for
the co-operation received from the customers, vendors, bankers, stock exchanges,
depositories, auditors, legal advisors, consultants, stakeholders, business associates,
Government of India, State Governments, Regulators and local bodies during the period
under review. The Directors also wish to place on record their appreciation of the devoted
and dedicated services rendered by the employees of the Company.