Dear Members,
The Board of Directors are pleased to present the Company's Integrated
Annual Report on the business and operations of your Company ("the Company" or
"Crompton"), along with the audited Financial Statements (Standalone &
Consolidated) for the Financial Year ended March 31, 2024.
1. STATE OF THE AFFAIRS OF THE COMPANY
The performance of the businesses are detailed out in the Management
Discussion and Analysis Report ("MDA") which forms part of this Integrated
Annual Report.
2. FINANCIAL PERFORMANCE
The highlights of the Financial Statements (Standalone &
Consolidated) are as under:
(Rs in Crore)
| Particulars |
Consolidated |
Standalone |
|
F.Y. 2023-24 |
F.Y. 2022-23 |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue from Operations |
7,312.81 |
6,869.61 |
6,388.38 |
5,809.31 |
| Other Income |
67.39 |
66.78 |
60.34 |
74.41 |
| Total Income |
7,380.20 |
6,936.39 |
6,448.72 |
5,883.72 |
| Profit before Tax |
573.07 |
612.15 |
611.04 |
594.31 |
| Tax Expenses |
131.29 |
135.75 |
144.59 |
118.75 |
| Profit for the year |
441.78 |
476.40 |
466.45 |
475.56 |
| Attributable to owners of the Company |
439.92 |
463.21 |
466.45 |
475.56 |
| Non-controlling Interest |
1.86 |
13.19 |
-- |
-- |
| Other Comprehensive Income (OCI) |
(0.30) |
(2.34) |
0.55 |
(1.31) |
| Total Comprehensive Income |
441.48 |
474.06 |
467.00 |
474.25 |
| Owners of the Company |
439.83 |
461.04 |
467.00 |
474.25 |
| Non-controlling Interest |
1.65 |
13.02 |
-- |
-- |
| Opening Balance in retained earnings |
2181.73 |
1964.50 |
2361.15 |
1,967.19 |
| Amount available for appropriations |
2624.57 |
2,340.14 |
2380.52 |
2,519.57 |
| Appropriations |
|
|
|
|
| Final Dividend Paid for 2022-23 |
(191.90) |
-- |
(191.90) |
-- |
| Interim Dividend Paid for 2021-22 |
-- |
(158.41) |
-- |
(158.41) |
| Closing balance in retained earnings |
2432.67 |
2,181.73 |
2638.62 |
2,361.15 |
3. OVERVIEW/ OPERATIONS OF GROUP?S FINANCIAL PERFORMANCE
• Consolidated income, comprising Revenue from Operations and
Other Income, for the year was I 7,380.20 Crore, 6.40% higher compared to I 6,936.39 Crore
in Financial Year 2022-23.
• Total Consolidated Revenue from Operations for the year
increased to I 7,312.81 Crore vis-a-vis I 6,869.61 Crore in Financial Year 2022-23.
• Consolidated Profit before Tax for the year was I 573.07 Crore
vis-a-vis I 612.15 Crore in Financial Year 2022-23.
• Consolidated Profit after Tax for the year was I 441.78 Crore
compared to I 476.40 Crore in Financial Year 2022-23.
• During the year under review, your Company's export business
experienced growth. This growth underscores your Company's commitment to reach new
customers and deliver high-quality products to the global mark.
• 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.
4. DIVIDEND
Your Directors are pleased to recommend a dividend of I 3 (Rupees Three
Only) (150%) per equity share of face value of I 2 (Rupees Two Only) each on the share
capital amounting to I 192.93 Crore, working out to be payout ratio of 41.14%, for the
Financial Year ended March 31,2024.
The dividend, subject to the approval of the Members at the Annual
General Meeting ("AGM") to be held on Friday, July 26, 2024, will be paid within
a period of 30 (Thirty) days from the date of AGM to the Members whose names appear in the
Register of Members, as on the Record Date,
i.e. Wednesday, July 10, 2024.
In view of the changes made under the Income-Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Members. Your Company shall, accordingly, make the payment of the Final
Dividend after deduction of tax at source.
I n terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the SEBI
Listing Regulations"), the Company has formulated a Dividend Distribution Policy. The
policy is enclosed as Annexure 1 to this Report. It is also available on the Company's
website and can be accessed at https://
reports.crompton.co.in/shopify/public/files/aaeGlqQcuR Dividend-Distribution-Policy-1.pdf
5. TRANSFER TO RESERVES
Your Directors do not propose to transfer of any amount to the General
Reserve.
6. DEBENTURE REDEMPTION RESERVE
Pursuant to Rule 18 of Companies (Share Capital and Debentures) Rules,
2014, the Company is not required to maintain Debenture Redemption Reserve
("DRR").
Further, as required under SEBI Circular SEBI/ HO/ MIRSD/ CRADT/ CIR/
P/ 2020/ 207 dated October 22, 2020, your Company has created Recovery Expense Fund in
respect of outstanding debentures.
7. MDA
I n terms of the provisions of Regulation 34 read with Schedule V(B) of
the SEBI Listing Regulations report on MDA forms an integral part of this Integrated
Annual Report and gives an update, inter alia, on the following matters:
• Economic Overview
• Industry Overview
• Key Growth Drivers
• Company Overview
• Manufacturing
• Research and Development
• Marketing
• Sustainability
• Supply Chain
• Quality
• People
• Opportunities
• Risk Management
8. SHARE CAPITAL
8.1 Paid-up capital:
During the year under review, your Company has made following
allotments pursuant to the exercise of options by eligible employees under various ESOP
schemes:
| Sl Name of the ESOP Scheme No. |
No. of Shares |
| 1 Crompton Performance Share Plan - 1 - 2016 (PSP 1 2016) |
44,10,033 |
| 2 Crompton Performance Share Plan - 2 - 2016 (PSP 2 2016) |
23,27,297 |
| 3 Crompton Employee Stock Option Scheme - 2016 (ESOP 2016) |
2,59,930 |
| 4 Crompton Employee Stock Option (ESOP 2019) |
- |
| Total |
69,97,260 |
Accordingly, the total paid-up share capital of the Company as on March
31, 2024, stood at I 128.62 Crore divided into 64,31,06,979 equity shares of I 2.00
(Rupees Two Only) each.
Further, during the year under review your Company has granted
25,55,000 equity shares under ESOP 2019 scheme.
8.2 Authorised Capital
During the year under review, there was no change in the authorised
capital of the Company.
Your Company has neither issued any shares with differential rights as
to dividends, voting or otherwise nor issued any sweat equity shares during the year under
review.
9. FINANCIAL LIQUIDITY
Consolidated cash and cash equivalent as on March 31, 2024, stood at I
172.06 Crore (Rupees One Hundred Seventy Two Crore and Six Lakh Only) vis-a- vis I 76.84
Crore (Rupees Seventy Six Crore and Eighty Four Lakh Only) in the previous year. The
Company's working capital management is robust and involves a well organised process,
which facilitates continuous monitoring and control over receivables, inventories and
other parameters.
10. CREDIT RATING
The Company has received credit ratings from CRISIL Ratings Limited,
and India Ratings and Research Private Limited (collectively referred to as
"Agencies"). There has been no revision in credit ratings during the year. The
ratings given by these agencies as on the date of the report are as follows:
| Instrument |
Rating Agency |
Rating |
Outlook |
| Non-convertible Debentures ("NCDs") |
CRISIL |
AA+ |
Stable |
| Long-Term |
India Ratings & Research |
AA+ |
Stable |
| Short-Term |
India Ratings & Research |
A1 + |
Stable |
The ratings reflects your Company's diversified business risk profile,
established brand, leading position in multiple consumer durable segments and strong
growth prospects, driven by focus on brand building and consumer sentiments.
11. PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor
renewed deposits from the public falling within the ambit of Section 73 and 74 of the
Companies Act, 2013 (the "Act"), read together with the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.
The requisite return for the Financial Year 2022-23 with respect to
amount(s) not considered as deposits has been filed. The Company does not have any
unclaimed deposits as on the date of this report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of investments made and guarantee provided by the Company
under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing
Regulations
forms part of this Integrated Annual Report in the Notes to the
standalone financial statements for the Financial Year ended March 31,2024.
Further, your Company has not given any loan or provided any security
which are covered under the provisions of Section 186 of the Act during the year under
review.
13. INTERNAL CONTROL SYSTEMS
13.1 Internal Controls and its adequacy
Your Company prioritises reinforcing financial and operational controls
to enhance transparency, accountability and efficiency in its processes. Your Company
adheres to an internal control framework that includes key process coverage that impacts
the reliability of financial reporting such as periodic control testing to assure design
and operational effectiveness, and implementation of remedial measures and regular
monitoring by Senior Management and the Audit Committee of the Board. Internal audits are
conducted periodically, and any design deficiencies or operational inefficiencies are
reported and improvement measures are recommended. The adequacy of controls are reviewed
by the Audit Committee of the Board and specific processes are assessed for improvement in
systems and outcomes periodically. The adequacy of the internal control systems and
procedures forms part of MD & CEO Certificate in the Certification Section of this
Integrated Annual Report.
Your Company has initiated awareness sessions on the Company's Code of
Conduct, Prevention of Sexual Harassment ("POSH") and whistleblowing rights by
conducting Company-wide trainings for all its employees. Additionally, e-learning modules
have also been developed to keep employees informed of these policies. This not only
ensures compliance and a well- regulated environment but also helps us achieve our
organisational objectives.
Process controls with evolving SAP solutions
Your Company is actively enhancing IT in key processes, embedding major
controls in SAP for accuracy. Third-party validation is initiated to ensure system
configuration effectiveness, while periodic reviews are conducted to control authorisation
to SAP through function-based user access supported by the Governance Risk and Controls
module. Evolving SAP solutions are utilised for process controls, with continued
monitoring facililated by automations and exception management.
Standardising processes for better decision-making
To ensure data and IT system security, your Company has implemented a
Single Sign-On ("SSO") feature for authorised access to the systems and
applications.
Your Company is standardising processes across key functions such as
Innovation, Design, Procurement and Quality for superior decision-making. Additionally,
shared services for Accounts Payable process have been implemented to drive process
improvement and facilitate better decision-making, with potential for expansion to other
operational areas.
13.2 Internal Controls over Financial Reporting
The Company's internal financial controls commensurates with the scale
and complexity of its operations. The controls were tested during the year and no
reportable material weaknesses either in their design or operations were observed. The
Company has put in place robust policies and procedures, which inter alia, ensure
integrity in conducting its business, safeguarding of its assets, timely preparation of
reliable financial information, accuracy and completeness in maintaining accounting
records and prevention & detection of frauds & errors.
14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY ("WB Policy")
Over the years, your Company has built a reputation for conducting
business with integrity, maintaining a zero-tolerance policy towards unethical behaviour,
thereby fostering a positive work environment and enhancing credibility among
stakeholders.
Your Company has formulated a WB Policy which provides adequate
safeguards against victimisation of Director(s)/ Employee(s) and also provides for direct
access to the Chairman of the Audit Committee in exceptional cases. It also assures them
of the process that will be observed to address the reported violation. The Policy also
lays down the procedures to be followed for tracking complaints, giving feedback,
conducting investigations and taking disciplinary actions. It also provides assurances and
guidelines on confidentiality of the reporting process and protection from reprisal to
complainants. The Audit Committee oversees the functioning of this policy and no personnel
have been denied access to the Audit Committee of the Board.
Protected disclosures can be made by a whistle-blower through several
channels to report actual or suspected frauds and violation of the Company's Code of
Conduct. The Policy also provides a mechanism to encourage and protect genuine
whistleblowing amongst the Vendors.
Any incident that is reported is investigated and suitable action is
taken in line with the WB Policy. The WB Policy of your Company is available on the
website of the Company and can be accessed at https://reports.crompton.co.in/
shopify/public/files/hxamy77St7 Vigil-Mechanism-and- WB-Policy 19-May updated.pdf The WB
policy of the Company was last amended on May 19, 2023.
Your Company has also initiated awareness sessions on WB Policy for all
regular employees across regions and plants along with an e-training module for both
regular and new employees. Your Company has also provided an e-mail ID and a toll free
number to its employees and vendors for registering any WB complaint.
17 (Seventeen) Whistle-Blower complaints were received during the
Financial Year 2023-24 and suitable action has been taken in accordance with the WB
policy.
15. SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURE COMPANIES
15.1 Subsidiaries
Your Company has 4 (Four) Subsidiaries, the details of which are as
follows:
1. Pinnacles Lighting Project Private Limited (CIN:
U74999MH2018PTC318891)
A wholly-owned subsidiary incorporated on December 31,2018, to execute,
design, manufacture, test, supply, O&M of LED Street Lights & Poles and other
related works for the implementation of Greenfield Street Lighting Project for 19
(Nineteen) Urban Local Bodies ("ULBs") in Odisha. This contract received from
Government of Odisha, Housing & Urban Development Department is on Public-Private
Partnership ("PPP") basis.
Total Revenue booked for the Financial Year ended March 31, 2024, was I
1.98 Crore (including I 0.96 Crore as Other Income). Profit after Tax was I 0.65 Crore as
compared to a profit of I 0.50 Crore in the previous year.
2. Nexustar Lighting Project Private Limited (CIN: U74999M
H2019PTC318955)
A wholly-owned subsidiary incorporated on January 02, 2019, to execute,
design, manufacture, test, supply, O&M of LED Street Lights & Poles and other
related works for the implementation of Greenfield Street Lighting Project for 36 (Thirty
Six) ("ULBs") in Odisha. This contract received from the Government of Odisha,
Housing & Urban Development Department is on PPP basis.
Total Revenue for the Financial Year ended March 31,2024, was I 2.24
Crore (including I 1.28 Crore as Other income) and Profit after Tax was I 1.00 Crore as
compared to I 0.55 Crore in the previous year.
3. Crompton CSR Foundation (CIN: U85300MH2019NPL324784)
(CSR Unique Identification No: CSR00001086)
A wholly-owned subsidiary incorporated under Section 8 of the Act
(being a Company limited by guarantee not having share capital) on May 01, 2019, primarily
with an objective of undertaking/ channelising the CSR activities of the Company. Crompton
CSR Foundation is registered under Section 80G and Section 12A of the Income Tax Act,
1961. Based on the control assessment carried out by the Company, the same is not
consolidated as per Indian Accounting Standards (the "Ind AS") 110.
4. Butterfly Gandhimathi Appliances Limited (CIN:
L28931TN1986PLC012728)
It was incorporated on February 24, 1986, to carry on the business as
Importers, Exporters, Manufacturers and Dealers of household and industrial vessels and
utensils from all type of metals, plastics, ebonite, in particular all household
appliances, lighting Products and all types of consumer electrical goods.
Total Revenue for the Financial Year ended March 31, 2024, ended was I
936.14 Crore (including I 4.86 Crore as Other Income) and Profit after Tax was I 7.39
Crore as compared to a profit of I 51.67 Crore in the previous year.
Pursuant to the requirements of Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, the details of Loans/ Advances made to and investments
made in the subsidiary have been furnished in Notes forming part of the Accounts.
15.2 Joint Ventures ("JVs")/ Associate Companies
The Company does not have any JVs or Associate Companies during the
year or at any time after the closure of the year and till the date of this I ntegrated
Annual Report.
16. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in compliance
with the Ind AS notified under Section 133 of the Act read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the
Act. The said Consolidated Financial Statements forms part of this Integrated Annual
Report.
Pursuant to the provisions of Section 129(3) of the Act read with Rule
5 and 8 of the Companies (Accounts) Rules, 2014, a statement containing salient features
of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure 2.
The separate audited financial statements in respect of each of the subsidiary companies
are open for inspection and are also available on the website of Company and can be
accessed at https://www.crompton.co.in/pages/financial- reports#SubsidiariesFinancials
The Company shall provide free of cost a copy of the Financial
Statements of its Subsidiary Companies to the Members upon their request.
17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company actively strives to adopt global best practices to ensure
the effective functioning of the Board. It emphasises the importance of having a truly
diverse Board whose collective wisdom and strength can be leveraged to create greater
stakeholder value, protect their interests, and uphold better corporate governance
standards. Your Company's Board comprises eminent professionals with proven competence and
integrity. They bring in vast experience and expertise, strategic guidance and strong
leadership qualities.
17.1 Directorate
a. Appointments/ Re-appointments and Retirement by rotation
The appointment and remuneration of Directors are governed by the
Policy devised by the Nomination and Remuneration Committee ("N&RC") of your
Company. The details of Nomination and Remuneration Policy is mentioned in the Report on
Corporate Governance which forms part of this Section of this Integrated Annual Report.
The N&RC policy is also available on the website of the Company and can be accessed at
https://reports.crompton.co.in/shopify/public/ files/Fj46RqOSbO Nomination%20and%20
Remuneration%20Policv.pdf
Further, there were following changes in the directorate during the
year under review:
• Appointment of Mr. Anil Chaudhry (DIN:03213517) and Mr. Sanjiv
Kakkar (DIN:00591027) as Non- Executive Independent Directors
During the year under review, the Board of Directors of the Company at
its meeting held on October 17, 2023, basis the recommendation of the N&RC of the
Board and based on the evaluation of the balance of skills, knowledge, experience and
expertise considered and approved the appointment of Mr. Anil Chaudhry (DIN:03213517) and
Mr. Sanjiv Kakkar (DIN:00591027) as Additional Director (Non-Executive, Independent) for a
period of 5 (Five consecutive years commencing from October 17, 2023, to October 16, 2028,
who are not liable to retire by rotation.
The resolutions pertaining to the above appointments were duly approved
by the Members of the Company, on December 19, 2023, by means of Postal Ballot,
exclusively through remote e-Voting details of which have been provided in the Report on
Corporate Governance which forms part of this Integrated Annual Report.
• Appointment of Mr. Promeet Ghosh as an Executive Director and as
MD & CEO
Mr. Promeet Ghosh (DIN:03213517) was appointed as an Executive Director
on the Board w.e.f. April 24, 2023, and assumed charge as the MD & CEO of the Company
w.e.f. May 01, 2023, uptil April 30, 2028. The said appointment was subsequently approved
by the Members at the 9th AGM of the Company held on July 22, 2023.
• Re-appointment of Ms. Smita Anand (DIN:00059228) as a
Non-Executive, Independent Director
The Board of Directors basis the recommendation of the N&RC of the
Board and considering the positive outcome of performance evaluation and significant
contributions made by Ms. Smita Anand (DIN:00059228) during her initial term as an
Independent Director, re-appointed her for a second consecutive term of 5 (Five) years
w.e.f. December 10, 2023. The said re-appointment was subsequently approved by the Members
at the 9th AGM of the Company held on July 22, 2023.
• Retirement by rotation and subsequent re- appointment
I n terms of Section 152 of the Act, Mr. Shantanu Khosla being liable
to retire by rotation, was re-appointed by the Members at the AGM held on July 22, 2023.
In accordance with the provisions of Section 152 of the Act and the
Company's Articles of Association, Mr. Shantanu Khosla (DIN:00059877) is liable to retire
by rotation at the forthcoming AGM and being eligible offers himself for re-appointment.
The Board recommends re-appointment of Mr. Shantanu Khosla for the consideration of the
Members of the Company at the forthcoming AGM. The relevant details including profile of
Mr. Shantanu Khosla is included separately in the Notice of AGM and Report on Corporate
Governance, forming part of this Integrated Annual Report.
• Change in designation of Mr. Shantanu Khosla and Mr. D Sundaram
During the year under review, Mr. Shantanu Khosla, relinquished his
position as the Company's Managing Director w.e.f. April 30, 2023, and was subsequently
elevated to the position of Executive Vice Chairman w.e.f. May 01, 2023, till April 30,
2024, and thereafter he assumed the position of Non-Executive Vice Chairman w.e.f. May
01,2024, till December 31,2025.
Mr. D Sundaram, Non-Executive Independent Director was appointed as the
Chairman of the Board w.e.f. October 21,2023.
b. Retirement & Cessation
Mr. Mathew Job, Executive Director and Chief Executive Officer, had
resigned from the position of Executive Director w.e.f. April 24, 2023, and as the Chief
Executive Officer w.e.f. close of business hours on April 30, 2023, to pursue other career
interests. Mr. Mathew Job confirmed that there was no other material reason other than
those provided herein above. The Board recognised and expressed their gratitude for the
exceptional leadership and contributions made by Mr. Job during his tenure as the
Executive Director & Chief Executive Officer of the Company.
Mr. H M Nerurkar was appointed as a Non-Executive, Independent Director
and Chairman of the Board for the first term of 5 (Five) consecutive years, w.e.f. January
25, 2016, to January 24, 2021, and further, was re-appointed for the second term w.e.f.
January 25, 2021, to October 20, 2023, considering his attainment of age of 75
(Seventy-Five) years. Pursuant to completion of his tenure, Mr. Nerurkar retired w.e.f.
October 20, 2023. The Board placed on record its appreciation for the contribution made by
Mr. Nerurkar during his tenure as Chairman and Non-Executive, Independent Director of the
Company.
17.2 Key Managerial Personnel ("KMPs")
In accordance with the provisions of Section 2(51) and Section 203 of
the Act read with the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the
time being in force the following are the KMPs of the Company:
1. Mr. Promeet Ghosh, Executive Director w.e.f. April 24, 2023, and MD
& CEO w.e.f. May 01,2023;
2. Mr. Kaleeswaran Arunachalam, Chief Financial Officer; and
3. Ms. Rashmi Khandelwal, Company Secretary & Compliance Officer.
During the year under review, Mr. Shantanu Khosla, has relinquished his
position as the Company's Managing Director w.e.f. April 30, 2023, Mr. Mathew Job has
resigned from the position of Executive Director w.e.f. April 24, 2023, and also resigned
as the Company's CEO w.e.f. April 30, 2023, and Mr. Promeet Ghosh was appointed as the
Executive Director w.e.f. April 24, 2023, and as the MD & CEO w.e.f. May 01, 2023.
17.3 Independent Directors
All the Independent Directors of your Company have submitted requisite
declarations confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. The Board is of the opinion that the Independent Directors of the Company
including those appointed during the year possess requisite qualifications, expertise and
experience in the varied fields and holds highest standards of integrity. The Independent
Directors have also confirmed that they have complied with Schedule IV of the Act and the
Company's Code of Conduct. The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company and can be accessed at:
https://reports.crompton.co.in/shopify/public/files/ yFnc3ag3DW
Letter-of-Appointment-of-Independent- Director-1.pdf
All the Independent Directors of the Company have registered themselves
with Indian Institute of Corporate Affairs, Manesar ("IICA") for the inclusion
of their names in the data bank maintained by IICA. In terms of Section 150 of the Act
read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as
amended, since all the Independent Directors have served on the Board of listed companies
for a period of not less than 3 (Three) years at the time of inclusion of their names in
the database, they are exempted from undertaking the online proficiency self-assessment
test conducted by the Institute.
Mr. D Sundaram, Mr. P M Murty, Mr. P R Ramesh, Mr. Anil Chaudhry, Mr.
Sajiv Kakkar, Ms. Smita Anand and Ms. Hiroo Mirchandani serve as the Independent Directors
on the Board of the Company. Further, the details of the membership of committees and the
qualifications and expertise of all the Directors are covered in the Report on Corporate
Governance which forms part of this Integrated Annual Report.
17.4 Non-Independent Directors
As on March 31, 2024, Mr. Promeet Ghosh and Mr. Shantanu Khosla were
the Non-Independent Directors.
The Board of Directors of the Company on April 24, 2023, based on the
recommendation of N&RC, appointed Mr. Promeet Ghosh as an Executive Director w.e.f.
April 24, 2023. He was appointed as the MD & CEO w.e.f. May 01, 2023, till April 30,
2028. The same was approved by the Members of the Company at the AGM held on July 22,
2023. Additionally, Mr. Shantanu Khosla was elevated as the Executive Vice Chairman of the
Board for 1 (One) year w.e.f. May 01, 2023, till April 30, 2024. He then assumed the
position Non-Executive Vice Chairman, w.e.f. May 01, 2024, till December 31, 2025.
17.5 Board Effectiveness
(a) Familiarisation Programme for Independent Directors
34 Programmes 403 hours
Over the years, the Company has developed a robust familiarisation
process for the newly appointed Directors with respect to their roles and
responsibilities, way ahead of the prescription of the regulatory provisions. The process
has been aligned with the requirements under the Act and other related regulations. This
process inter alia includes providing an overview of the industry, the Company's business
model, the risks and opportunities, the new products, innovation, sustainability measures,
digitisation measures etc.
Your Company has in place an structured induction and familiarisation
programme for its Directors.
Upon appointment, Directors receive a Letter of Appointment setting out
in detail, the terms of appointment, duties, responsibilities, obligations, Code of
Conduct to regulate, monitor and report trading by Designated Persons for Prevention of
Insider Trading and Code of Conduct applicable to all Directors and Senior Management
Personnel ("SMP"). They are also updated on all business related issues and new
initiatives. Regular presentations and updates on relevant statutory changes encompassing
economic outlook, market trends, peer trends, changes in laws where Company is operating
are made to the Directors at regular Board Meetings of the Company.
The MD & CEO along with senior leadership team make(s)
presentation(s) on the performance & strategic initiatives of the Company. Brief
details of the familiarisation Programme are uploaded on the website of the Company and
can be accessed at https://reports.crompton.co.in/shopify/ public/files/2x9Om5cMWS
Familiarization%20 Programme%20for%20FY%2023-24.pdf
(b) Formal Board Performance Annual Evaluation
I n terms of requirements of the Act read with the Rules issued
thereunder and the SEBI Listing Regulations, the Board carried out the annual performance
evaluation of the Board of Directors as a whole, Committees of the Board and Individual
Directors. Your Company believes that the process of performance evaluation at the Board
level is pivotal to its Board engagement and effectiveness. Criteria for Board evaluation
is duly approved by N&RC based on the guidance note issued by the SEBI. Performance
evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of
N&RC.
The process of Board Evaluation is conducted through structured
questionnaires which includes various aspects of the Board's functioning such as adequacy
of the Board composition diversity, skill set of members, the appointment process,
understanding of roles and responsibilities, circulation of board papers, quality of
information provided, strategic oversight, risk evaluation, acquisitions guidance,
individual Board Members' and contributions, execution of duties, governance performance
for the Board as a whole, Committees of the Board and Individual Directors and has been
undertaken digitally.
The performance indicators for the Committees inter alia includes
composition of the Committee, understanding the terms of reference, adherence to the
charters, the effectiveness of discussions at the Committee Meetings, the information
provided to the Committee to discharge its duties/ obligations and performance of the
Committee, support provided to the Board vis-a-vis its responsibilities.
The performance of individual Director(s) was evaluated based on
parameters such as attendance at the meeting(s), contribution to Board deliberations,
engagement with colleagues on the Board, ability to guide the Company in key matters,
knowledge, understanding of relevant areas, and responsibility towards stakeholders. All
the Directors were subject to self-evaluation and peer evaluation.
The performance of the Independent Directors was evaluated taking into
account the above factors as well as independent decision-making and non-conflict of
interest. Further, the evaluation process was based on the affirmation received from the
Independent Directors that they meet the independence criteria as required under the Act
and the SEBI Listing Regulations.
In addition to the questionnaires, detailed one-on-one in-sighting was
carried out by the Chairperson of the N&RC with individual Board Members. A
quantitative analysis and Board Effectiveness brief including insightful feedback and
trends was shared by the Chairperson of the N&RC to all the Board Members. Thereafter,
the following process was followed to assimilate and process the feedback:
• A separate meeting of Independent Directors, Performance of
Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of Executive Directors and Non-Executive Directors;
• The entire Board discussed the findings of the evaluation with
the Independent Directors and also evaluated the performance of the Individual Directors
including the MD & CEO, the Board as a whole and all Committees of the Board; and
• As an outcome of the above process, individual feedback was
shared with each Director.
The Board Evaluation discussion was focused on how to make the Board
more effective as a collective body in the context of the business and the external
environment in which the Company functions. The Board was from time to time apprised of
relevant business issues and related opportunities and risks. The Board discussed various
aspects of its functioning and that of its Committees such as structure, composition,
meetings, functions and interaction with management and what needs to be done to further
augment the effectiveness of the Board's functioning.
The Board's overall assessment indicated that it was operating
cohesively, including its various Committees. These Committees were performing
effectively, regularly reporting to the Board on their activities and progress during the
reporting period. The Board also noted that the actions identified in previous
questionnaire-based evaluations had been implemented.
During the Financial Year 2023-24, the Company actioned the feedback
from the Board evaluation process conducted in a the even year. The Board noted the key
improvement areas emerging from this exercise including but not limited to improving the
talent management, process with specific focus on strengthening top talent pipeline,
improving the attrition rate, business strategy and annual plan etc.
The Board of Directors has expressed its satisfaction with the
evaluation process.
17.6 Remuneration policy and criteria for selection of candidates for
appointment as Directors, KMPs and SMPs
The Company has in place a policy for remuneration of Directors, KMPs
and SMPs as well as a well-defined criterion for the selection of candidates for
appointment to the said positions, which has been approved by the Board.
The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to the Executive and Non-Executive Directors (by way of
sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates
for the above positions cover various factors and attributes, which are considered by the
N&RC and the Board of Directors while selecting candidates. The policy on remuneration
of Directors, KMPs and SMPs can be accessed at https://reports.crompton.
co.in/shopifv/public/files/Fi46RqQSbO Nomination%20 and%20Remuneration%20Policv.pdf
17.7 Executive Director(s) Remuneration
The Board on the recommendation of N&RC appointed Mr. Promeet
Ghosh, as the MD & CEO w.e.f. May 01, 2023, which was subsequently approved by the
Members of the Company in its AGM held on July 22, 2023.
The remuneration to MD & CEO includes the fixed pay and the
variable pay. The variable pay of MD & CEO is paid annually which is determined by the
N&RC after factoring in the individual performance, i.e. KPIs achieved and the
Company's performance. There is no clawback provision in the remuneration paid to the MD
& CEO of the Company.
In terms of applicable laws, there is no mandatory stock ownerships
requirement for MD & CEO. Stock Options granted to MD & CEO are governed by
various Employee Stock Option Plans & Performance Share Plans of the Company as
approved by Members from time to time. N&RC is responsible for administrating the
stock incentives and performance incentives plans of the Company and determines the
eligibility of all the employees including MD & CEO of the Company. The vesting of
options for the MD & CEO is based solely on the Company's performance, with no
consideration given to individual performance.
For details of grant, vesting and exercised options please refer to
Report on Corporate Governance which forms part of this Integrated Annual Report. The
bifurcation of fixed pay and variable pay for MD & CEO and Executive Director as on
March 31,2024, is as under:
18. NUMBER OF MEETINGS OF THE BOARD & ITS COMMITTEES
18.1 Board Meetings
In the normal course of business the meetings of the Board and its
Committees are held to discuss and decide on various business policies, strategies,
financial matters, digitalisation, governance and other businesses.
The schedule of the Board/ Committee Meetings to be held in the
forthcoming Financial Year is circulated to the Directors in advance to enable them to
plan their schedule for effective participation in the meetings. Due to business
exigencies, the Board has also been approving several proposals by circulation from time
to time. This expedited process allows for timely decision-making in response to urgent
business needs.
Your Board of Directors met 7 (Seven) times during the Financial Year
2023-24. The details of the meetings and the attendance of the Directors are mentioned in
the Report on Corporate Governance which forms part of this Integrated Annual Report. The
intervening gap between the meetings was within the period prescribed under the Act and
the SEBI Listing Regulations.
18.2 Board Committees
The Board has established several Committees as a matter of good
corporate governance practices and as per the requirements of the Act and the SEBI Listing
Regulations. The Company has the following 9 (Nine) Board-level Committees, which have
been established in compliance with the requirements of the business and relevant
provisions of applicable laws and statutes:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Corporate Social Responsibility Committee;
4. Stakeholders? Relationship & Share Transfer Committee;
5. Risk Management Committee;
6. Environment Social and Governance Committee;
7. Allotment Committee for allotment of shares arising out of Stock
Options;
8. Strategic Investment Committee;
9. Committee for Debentures;
The composition, terms of reference, number of meetings held and
business transacted by the Committees are mentioned in the Report on Corporate Governance
which forms part of this Integrated Annual Report.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013,
and the SEBI Listing Regulations, separate meetings of the Independent Directors of the
Company was held on August 11, 2023, and November 03, 2023, without the presence of Non-
Independent Directors and members of the management, to review the performance of
Non-Independent Directors and the Board as a whole, the performance of the Chairperson of
the Company, taking into account the views of Executive Directors, Non-Executive, Non-
Independent Directors and also to assess the quality, quantity and timeliness of flow of
information between the Company management and the Board.
During the year under review, and based on the recommendations of the
N&RC, the Board re-constituted Board Committees at its meeting held on April 24, 2023
and October 17, 2023.
The details and composition of the mandatory Committees of the Board
are as follows:
18.18.1 AUDIT COMMITTEE
The Audit Committee comprises of 3 (Three) Members, all the Members of
the Committee are Independent Directors. The Committee is chaired by Mr. P R Ramesh
(Non-Executive, Independent Director). The other Members of the Committee are Mr. P M
Murty (Non-Executive, Independent Director) and Mr. D Sundaram (Non-Executive, Independent
Director). Details of the role and responsibilities of the Audit Committee, the
particulars of meetings held and attendance of the Members at such Meetings are mentioned
in the Report on Corporate Governance, which forms part of this Integrated Annual Report.
Mr. H M Nerurkar ceased to be a Committee Member w.e.f. October 20,
2023, pursuant to his retirement as a Director of the Company. Additionally, Mr. D
Sundaram ceased to be the Chairman of the Committee w.e.f. October 20, 2023, and Mr.
Ramesh was appointed as the Chairman of the Committee w.e.f. October 21, 2023.
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
18.18.2 NOMINATION & REMUNERATION COMMITTEE ("N&RC")
As on the date of this report, the N&RC comprises of 3 (Three)
Members. The Committee is chaired by Mr. P M Murty (Non-Executive, Independent Director).
The other Members of the Committee are Mr. D Sundaram (Non-Executive, Independent
Director) and Ms. Smita Anand (Non-Executive, Independent Director). Details of the role
and responsibilities of the N&RC, the particulars of meetings held and attendance of
the Members at such Meetings are mentioned in the Report on Corporate Governance, which
forms part of this Integrated Annual Report.
Pursuant to the appointment of Mr. Promeet Ghosh as Exceutive Director
w.e.f. April 24, 2023, and as MD & CEO w.e.f. May 1,2023, he ceased to be the member
of N&RC w.e.f. May 1,2023.
Mr. H M Nerurkar ceased to be a Committee Member w.e.f. October 20,
2023, pursuant to his retirement as an Director of the Company.
N&RC is responsible for inter alia, recommendation and approval of
appointment and remuneration of the Directors, KMPs and SMPs. The Committee also acts as
the Compensation Committee for the purpose of administration of the several Employee Stock
Option Plans and Performance Share-Based plans, as amended from time to time. N&RC is
also entrusted with the responsibility of framing the criteria for evaluation of the
individual Directors, Chairperson of the Board, the Board as a whole and its Committees.
It also frequently evaluates the working and effectiveness of the Board and manages the
succession planning for Board Members, KMPs and SMPs.
During the year under review, all the recommendations made by the
N&RC were accepted by the Board.
18.18.3 CORPORATE SOCIAL RESPONSIBILITY ("CSR") COMMITTEE
The CSR Committee comprises of 4 (Four) Members, out of which 2 (Two)
are Non-Executive, Independent Directors. The Committee is chaired by Mr. Shantanu Khosla
(Non-Executive Vice-Chairman). The other Members of the Committee are Mr. D Sundaram
(Non-Executive, Independent Director), Ms. Smita Anand (Non-Executive, Independent
Director) and Mr. Promeet Ghosh (MD & CEO). Details of the role and responsibilities
of the CSR Committee, the particulars of meetings held and attendance of the Members at
such Meetings are mentioned in the Report on Corporate Governance, which forms part of
this Integrated Annual Report.
Mr. H M Nerurkar ceased to be a Committee Member w.e.f. October 20,
2023, pursuant to his retirement as a Director of the Company.
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has set up a
CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual
Report on CSR Activities forms part of this Integrated Annual Report as Annexure 3. The
CSR Policy as recommended by the CSR Committee and as approved by the Board is available
on the website of the Company and can be accessed at https://reports.
crompton.co.in/shopifv/public/files/U6kk0A8Uov
Corporate-Social-Responsibilitv-Policv-1.pdf
18.18.4 STAKEHOLDERS? RELATIONSHIP & SHARE TRANSFER COMMITTEE
("SRC")
As on the date of this report the SRC comprises of 4 (Four) Members,
out of which 2 (Two) are Non-Executive, Independent Directors. The Committee is chaired by
Mr. D Sundaram (Non-Executive, Independent Director). The other Members of the Committee
are Mr. P M Murty (Non-Executive, Independent Director) Mr. Shantanu Khosla (Non-Executive
Vice Chairman) and Mr. Promeet Ghosh (MD & CEO). Details of the role and
responsibilities of the SRC, the particulars of meetings held and attendance of the
Members at such Meetings are given in the Report on Corporate Governance, which forms part
of this Integrated Annual Report. During the year under review, all the recommendations
made by the SRC were accepted by the Board.
Mr. Promeet Ghosh was appointed as the Member of the Committee w.e.f.
May 1, 2023.
Mr. H M Nerurkar ceased to be the Chairman of the Committee and Member
w.e.f. October 20, 2023, pursuant to his retirement as a Director of the Company. Mr. D
Sundaram was appointed as the Chairman of the Committee and Mr. P. M. Murty was appointed
as the Member of the Committee w.e.f. October 21,2023.
SRC is responsible for inter alia various aspects of interest of the
stakeholders, monitoring the performance of the Registrar and Share Transfer Agent and
recommends measures for overall improvement of the quality of investor services as and
when the need arises, resolve the grievances of the security holders of the Company
including complaints related to transfer/ transmission of shares, non-receipt of Annual
Report, non-receipt of declared dividends and issue of duplicate certificates, etc.
18.18.5 RISK MANAGEMENT COMMITTEE ("RMC")
The RMC comprises of 3 (Three) Members, all the Members of the
Committee are Non-Executive, Independent Directors. The Committee is chaired by Mr. P R
Ramesh (Non-Executive, Independent Director). The other Members of the Committee are Mr. P
M Murty (Non- Executive, Independent Director), and Mr. D Sundaram, (Non-Executive,
Independent Director). Details of the role and responsibilities of the RMC, the
particulars of meetings held and attendance of the Members at such Meetings are mentioned
in the Report on Corporate Governance, which forms part of this Integrated Annual Report.
During the year under review, all the recommendations made by the RMC were accepted by the
Board.
Mr. H M Nerurkar ceased to be a Committee Member w.e.f. October 20,
2023, pursuant to his retirement as a Director of the Company. Additionally, Mr. D
Sundaram ceased to be the Chairman of the Committee and Mr. P R Ramesh was appointed as
the Chairman of the Committee w.e.f. October 21,2023.
RMC assists the Board in monitoring and reviewing the risk management
plan and implementation of the risk management and mitigation framework of the Company.
The main objective of the RMC is to assist the Board in fulfilling its corporate
governance oversight responsibilities with regard to the identification, evaluation and
mitigation of risks including risks related to cyber security.
19. RISK MANAGEMENT FRAMEWORK
The Board of Directors of the Company has the RMC to frame, implement
and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls.
The Risk Management Framework is reviewed periodically by the RMC and
the Board is informed about the risk assessment and minimisation procedures to ensure that
executive management controls the risk by means of a properly designed framework, which
includes discussing the Management submissions on risks, prioritising key risks and
approving action plans to mitigate such risks. In addition to that Company's Board of
Directors oversees how management monitors compliance with the Company's risk management
policies and procedures and reviews the adequacy of the Risk Management Framework in
relation to the risks faced by the Company.
The detailed discussion on risk management forms part of the Management
Discussion and Analysis, which forms part of this Integrated Annual Report.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In accordance with the requirements of the Act and the SEBI Listing
Regulations, your Company has framed an Policy on Related-Party Transactions
("RPT") which is uploaded on the website of the Company and can be accessed at
https://reports.crompton.co.in/shopify/ public/files/UA9MvX4Yb5
Policy-on-Materiality-of-and- dealing-with-Related-Party-Transactions.pdf
All RPTs are placed before the Audit Committee for review and approval
and recommendation to the Board for its approval, wherever required. Prior omnibus
approval of the Audit Committee and the Board is obtained for the all the transactions
which are foreseen, repetitive in nature. A statement giving details of all RPTs is placed
before the Audit Committee for their noting every quarter.
The Board of Directors of your Company have approved the criteria to
grant omnibus approval by the Audit Committee within the overall framework of the RPT
Policy on related party transactions. All members of the Audit Committee are Independent
Directors.
There were no material significant transactions with related parties in
terms of the SEBI Listing Regulations requiring approval of the Members during the year
under review. The details pertaining to transactions which were not at arm's length basis
is given in Form AOC-2, along with the all the RPTs entered during the year as a good
corporate governance practice attached as Annexure 4 which forms part of this Integrated
Annual Report.
None of the Directors and the KMPs have any pecuniary relationships or
transactions vis-a-vis the Company. The Directors draw attention of the Members to Note
No. 32 of the standalone financial statements setting out the disclosure on RPTs for the
Financial Year 2023-24.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your
Company has filed the reports on RPTs with the Stock Exchanges within statutory timelines.
21. TRANSFER OF EQUITY SHARES UNPAID/ UNCLAIMED DIVIDEND TO THE IEPF
Pursuant to the applicable provisions of the Act, Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of 7 (Seven) years from the
due date is required to be transferred by the Company to the Investor Education and
Protection Fund ("IEPF"), constituted by the Central Government.
Further, according to the IEPF Rules, all the shares in respect of
which any dividend has not been claimed by the Members for 7 (Seven) consecutive years or
more shall also be transferred by the Company to the designated Demat Account of the IEPF
Authority ("IEPF Account") within a period of 30 (Thirty) days of such shares
becoming due to be transferred to the IEPF Account.
The Company will transfer for the first time unclaimed dividend
declared for the Financial Year 2016-17, along with corresponding shares on which
dividends are unclaimed for 7 (Seven) consecutive years as per the requirements of the
IEPF Rules. Accordingly, the Company shall give a Newspaper Advertisement to the Members
of the Company to claim their unclaimed dividend/ shares underlying in Company's unpaid
dividend account.
Members whose shares/ dividend are transferred to IEPF as stated above,
can still claim the shares/ dividend from the IEPF Authority by submitting an application
in Web Form No. IEPF-5 available on www.iepf.gov.in The voting rights on shares
transferred to the IEPF Authority shall remain frozen until the rightful owner claims the
shares. The shares held in such Demat account shall not be transferred or dealt with in
any manner whatsoever except for the purpose of transferring the shares back to the
claimant as and when he approaches the Authority. All benefits except rights issue
accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc.,
shall also be credited to such Demat account. Any further dividend received on such shares
shall be credited to the IEPF Fund.
Members are requested to claim the shares/ dividend, which have
remained unclaimed/ unpaid, by sending a written request to the Company at
crompton.investorrelations@crompton.co.in or to the Company's Registrar and Transfer
Agent, KFin Technologies Limited at einward.ris@kfintech.com or at their address at KFin
Technologies Limited at Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad 500032. Members can find the details of Nodal officer
appointed by the Company under the provisions of IEPF at
https://www.crompton.co.in/pages/investors- relations#ConInvestors
In terms of Regulation 43A of the SEBI Listing Regulations, the Company
has adopted a Dividend Distribution Policy and the same is available on the website of the
Company and can be accessed at https://reports.crompton.co.in/
shopify/public/files/aaeGlqQcuR Dividend-Distribution- Policy-1.pdf
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
of your Company and its operations in future.
23. RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS
The Company is exposed to a variety of different laws, regulations,
positions and interpretations thereof which encompasses direct taxation and legal matters.
In the normal course of business, provisions and contingencies may arise due to uncertain
tax positions and legal matters.
Based on the nature of matters, the management applies significant
judgement when considering evaluation of risk, including how much to provide for the
potential exposure of each of the matters. These estimates could change substantially over
time as new facts emerge as each matter progresses, hence these are reviewed regularly.
For matters where expert opinion is required, the Company involves the best legal counsel.
Reference is drawn to the "Key audit matters" by the auditors in their reports
on the above matters.
24. AUDITORS
a) Statutory Auditors
M/s. M S K A & Associates, Chartered Accountants (ICAI Firm
Registration Number 105047W) were appointed as Statutory Auditors of the Company by the
Members at the Extra-Ordinary General Meeting held on August 27, 2021, to hold office as
Statutory Auditors for a term of 5 (Five) consecutive years, i.e. till the conclusion of
12th AGM of the Company to be held for the Financial Year 2025-26.
The Board of Directors at their meeting held on May 16, 2024, basis the
recommendation of the Audit Committee approved the remuneration of M/s. M S K A &
Associates I 1,16,00,000 (Rupees One Crore and Sixteen Lakh Only) for the Financial Year
2024-25.
Established in 1978, M S K A & Associates is an Indian partnership
firm registered with the Institute of Chartered Accountants of India ("ICAI")
and the US Public Company Accountancy Oversight Board ("PCAOB") having offices
across 12 (Twelve) cities in India at Mumbai, Gurugram, Chandigarh, Kolkata, Ahmedabad,
Chennai, Goa, Pune, Bengaluru, Kochi, Hyderabad and Coimbatore. The audit firm has a valid
peer review certificate.
The Firm primarily provides audit and assurance services, tax and
advisory services, to its clients. The Firm's Audit and Assurance practice has significant
experience across various industries, markets and geographies.
The Auditor's Report on the financial statements of the Company for the
Financial Year ended March 31, 2024, forms part of this Integrated Annual Report. The said
report was issued by the Statutory Auditors with an unmodified opinion and does not
contain any qualifications, reservations or adverse remarks. Auditors' Report is self
explanatory and therefore, does not require further comments and explanation. During the
year under review, the Auditors have not reported any fraud under Section 143(12) of the
Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not
applicable.
The Audit Committee reviews the independence and objectivity of the
Auditors and the effectiveness of the Audit process.
The Auditors attends the AGM of the Company.
b) Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost
records as specified by the Central Government. Accordingly, the Company has maintained
cost accounts and records in the prescribed manner. The records maintained by the Company
under Section 148 of the Act are required to be audited by a Cost Accountant.
The Board of Directors of the Company at their meeting held on May 16,
2024, based on the recommendation of the Audit Committee, approved the appointment of M/s.
Ashwin Solanki & Associates, Cost Accountants (Firm Registration Number: 100392) as
the Cost Auditors of the Company to conduct audit of the cost records of the Company for
the Financial Year 2024-25. The Company has received a certificate from M/s. Ashwin
Solanki & Associates, confirming their consent and that they are not disqualified from
being appointed as the Cost Auditors of the Company. A remuneration of I 6,00,000 (Rupees
Six Lakh Only) plus applicable taxes and out-of-pocket expenses, has been fixed for the
Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM.
Accordingly, the matter relating to the ratification of the remuneration payable to the
Cost Auditors for Financial Year 2024-25 will be placed at the ensuing AGM.
M/s. Ashwin Solanki & Associates, have confirmed that the cost
records for the Financial Year ended March 31, 2023, are free from any disqualifications
as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4)
of the Act. They have further confirmed their independent status.
c) Secretarial Auditors & Secretarial Audit Report
The Board at its meeting held on May 19, 2023, appointed Parikh &
Associates, Company Secretaries as Secretarial Auditors of the Company to conduct the
Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report in Form
MR-3 is annexed herewith as Annexure 5 to this Integrated Annual Report. The Secretarial
Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the
recommendation of the Audit Committee, the Board of Directors in their meeting held on May
16, 2024, approved the appointment of Parikh & Associates, Practicing Company
Secretaries (ICSI Unique Code P1988MH009800) as the Secretarial Auditors to conduct audit
of the secretarial records of the Company for the Financial Year 2024-25 at a remuneration
of I 2,00,000 (Rupees Two Lakh Only).
Pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an
audit for the Financial Year 2023-24 for all applicable compliances as per SEBI
Regulations and circulars/ guidelines issued thereunder.
Further, the wholly-owned subsidiaries of the Company as mentioned
above are not material unlisted subsidiaries. Therefore, the provisions regarding the
Secretarial Audit as mentioned in Regulation 24A of the SEBI Listing Regulations, do not
apply to such subsidiaries.
d) Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Board, at its
meeting held on May 19, 2023, based on the recommendation of the Audit Committee, approved
the appointment of M/s. Grant Thornton Bharat LLP (Identity number AAA-7677) to conduct
the internal audit of your Company for the Financial Year 2023-24.
The Board of Directors at their meeting held on May 16, 2024, has
re-appointed M/s. Grant Thornton Bharat LLP as the Internal Auditors of your Company for
the Financial Year 2024-25 to review various operations of the Company at remuneration of
I 68,95,000 (Rupees Sixty Eight Lakh and Ninety Five Thousand Only).
25. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which occurred between the end of the Financial Year of
the Company to which the financial statements related to and date of this report. There is
no change in the nature of business of the Company.
26. AWARDS AND RECOGNITIONS
The detailed Section on awards & recognitions forms part of this
Integrated Annual Report.
27. ENHANCING STAKEHOLDER VALUE
We constantly endeavour to fulfill the expectations of our investors
through responsible business decisions and governance. Integrity and transparency are top
priorities in our relationship with our investors. Your Company is committed to creating
and returning value to Members. Accordingly, the Company is dedicated to achieving high
levels of operating performance, cost competitiveness, and striving for excellence in all
areas of operations. We are privileged to share a strong relationship with investors based
on a deep understanding of their expectations and our commitment to creating value for
them.
The Company firmly believes that its success in the marketplace and
good reputation are amongst the primary determinants of shareholder value. Its close
relationship with customers and a deep understanding of their challenges and expectations
drive the development of new products and services. Anticipating customer requirements
early and being able to address them effectively requires a strong commercial backbone.
Your Company continues to develop this strength by institutionalising sound commercial
processes and building world-class commercial capabilities across its marketing and sales
teams. The Company uses an innovative approach in the development of its products and
services, as well as execution of growth opportunities. Your Company is also committed to
creating value for all its stakeholders by ensuring that its corporate actions positively
impact the economic, societal and environmental dimensions of the triple bottom line.
28. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to all requirements of corporate governance in letter and
spirit. All the Committees of the Board of Directors meet at regular intervals as required
in terms of Listing Regulations. The Board of Directors has taken the necessary steps to
ensure compliance with statutory requirements. The Directors, KMP, and SMPs of the Company
have complied with the approved Code of Conduct for Board of Directors and Senior
Management Personnel. A declaration to this effect, according to Schedule V of the SEBI
Listing Regulations, signed by the MD & CEO of the Company, forms part of this
Integrated Annual Report.
The Board of Directors re-affirm their continued commitment to good
corporate governance practices.
During the year under review, the Company complied with the provisions
relating to corporate governance as provided under the SEBI Listing Regulations. Pursuant
to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report
on Corporate Governance is annexed to this report. Further, following certificate(s)/
declaration(s) forms an integral part of this Corporate Governance Report:
a) A declaration signed by Mr. Promeet Ghosh, MD & CEO, stating
that the Members of Board of Directors and SMPs have affirmed compliance with the
Company's Code of Business Conduct and Ethics;
b) A compliance certificate from the Company's Secretarial Auditors
confirming compliance with the conditions of Corporate Governance;
c) A certificate of Non-Disqualification of Directors from the
Secretarial Auditor of the Company; and
d) A certificate of the MD & CEO and CFO of the Company, inter
alia, confirming the correctness of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting of matters to the Audit Committee.
Your Company believes that effective leadership, robust policies,
processes and systems and a rich legacy of values form the hallmark of our best corporate
governance framework. The Board, in conjunction with the management, sets values of your
Company and drives the Company's business with these principles. These ethics and values
are reflected in your Company's culture, business practices, disclosure policies and
relationship with its stakeholders. These ethics and values are practiced by the Company,
which is at par with best international standards and good corporate conduct.
29. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
("BRSR")
Your Company strongly believes that resilient and inclusive growth is
only possible on strong pillars of environmental and social responsibility balanced with
good governance and communicating its ESG performance in a transparent manner and in line
with global standards to our stakeholders. The report is a testimony to our continuous
efforts towards embracing and implementing balanced approach to ESG parameters in our
business operations and forms part of this Integrated Annual Report.
The BRSR Crore is a sub-set of BRSR, consisting of a set of Key
Performance Indicators ("KPIs")/ metrics under 9 (Nine) ESG attributes/
principles of the National Guidelines on Responsible Business Conduct ("NGRBC")
notified by the Ministry of Corporate Affairs, Government of India. Further, the Company
has conducted limited assurance for the BRSR non-core indicators and reasonable assurance
for BRSR Core for the Financial Year 2023-24.
We have also provided the requisite mapping of information and
principles between the Sustainability disclosures and the BRSR as prescribed by SEBI. The
same shall also available on the website of the Company at https://www.
crompton.co.in/pages/financial-reports#AnnualReports Further, the financial sections of
BRSR are presented in line with the requirements of the Act read with the rules made
thereunder, the Ind AS, the SEBI Listing Regulations and the requisite Secretarial
Standards issued by the Institute of Company Secretaries of India. The non-financial
section (Sustainability and Corporate Social Responsibility) is presented in conformance
to the Global Reporting Initiative ("GRI") Standard's Core Performance
Indicators, the UN Sustainable Development Goals ("SDGs") and other sector
relevant international sustainability disclosure guidelines.
The Company has engaged services of BDO India LLP to provide reasonable
assurance for BRSR core indicators and limited assurance for BRSR non-core indicators and
non-financial disclosures in the Integrated Annual Report. BDO India LLP conducted the
assurance in accordance with International Standard on Assurance Engagements (ISAE) 3000
(Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial
Information and ISAE 3410, Assurance Engagements on Greenhouse Gas Statement issued by the
International Auditing and Standards Board.
The initiatives as indicated in the report aims to reduce its
environmental impact, balance profitability with sustainability, and implement a more
transparent, efficient, and effective corporate governance framework.
30. PARTICULARS OF EMPLOYEES
There are 21 (Twenty One) employees who were in receipt of remuneration
of not less than I 1,02,00,000 (Rupees One Crore and Two Lakh Only) if employed for the
full year and 9 (Nine) employees who were in receipt of remuneration of not less than I
8,50,000 (Rupees Eight Lakh and Fifty Thousand Only) per month if employed for part of the
year. Disclosures concerning the remuneration and other details as required in terms of
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in
Annexure 6 to this Report. Your Directors affirm that the remuneration is as per the
remuneration policy of the Company.
Further, details of employee remuneration as required under provisions
of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules of the Act is
available for inspection at the Registered Office of your Company during working hours. As
per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules
the Integrated Annual Report and has been sent to the Members excluding the aforesaid
exhibit. Any Member interested in obtaining copy of such information may write to the
Company Secretary & Compliance Officer at crompton.inverstorrelations@crompton.co.in
31. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors, the
Secretarial Auditor, the Cost Auditors nor the Internal Auditors have reported to the
Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or employees.
32. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the Financial Year ended March 31, 2024 is available
on the website of the Company at https://www.crompton.co.in/pages/financial-
reports#AnnualReports
33. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the
applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2,
"Meetings of the Board of Directors" and "General Meetings",
respectively issued by the Institute of Company Secretaries of India and notified by the
Ministry of Corporate Affairs.
34. STATUTORY DISCLOSURES
a. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
As required under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy,
technology absorption and foreign exchange earnings and outgo is given in the prescribed
format in Annexure 7 to this Integrated Annual Report.
b. Research and Development ("R&D")
Your Company is dedicated to achieving excellence by prioritising
R&D as a cornerstone of innovation. We cultivate a culture of creativity ingrained
within our people and processes. Our in-house R&D team is committed to pioneering
sustainable product innovations driven by cutting-edge technology, ensuring efficiency
across the entire product lifecycle, from design and development to manufacturing
processes.
The Company's in-house R&D team strives for best technology- based
sustainable product innovations, with efficient product lifecycle, including design,
development and manufacturing process.
Crompton has "Innovation & Experience Centre" in
Mumbai serving as the hub for all R&D innovation teams. This center
fosters fungibility and creativity within its Design Studio and encourages experimentation
within its labs, which are equipped with ultra-modern infrastructure. In line with its
commitment of creating consumer delight, the Company has launched a diverse range of
products across various segments. These products are designed to showcase excellence both
in terms of technology and aesthetics:
(A) Fans
Highspeed Toro: A sleek and stylish fan that effortlessly enhances any
space with its modern design and multiple color options. Equipped with Anti-Dust
technology, it attracts 50% less dust than traditional fans for easy maintenance. With
wider blades and an airflow capacity of 220 cubic meters per minute, it ensures a
refreshing breeze. Plus, its Active Power technology and 1 -Star rating prioritise energy
efficiency without compromising performance
Highspeed Rapidus: Elevate your space with its sleek and modern design
that seamlessly blends into contemporary interiors. Inspired by the elegance of emerald
cuts, this fan adds a touch of opulence to any room while maintaining a clean and
uncluttered aesthetic. Equipped with Anti-Dust technology, it keeps maintenance
hassle-free by attracting 50% less dust than standard fans. Its wider blades ensure
superior airflow, delivering a refreshing breeze of 220 cubic meters per minute. Plus,
with Active Power technology and a 1-Star rating, it maximises energy efficiency without
sacrificing performance. Experience sophistication and functionality with the Highspeed
Rapidus.
Luxian Infinia: A harmonious blend of elegance and functionality, this
fan adds timeless sophistication to any space. With ActivPower Technology, it delivers
powerful performance at 220CMM airflow and 370 RPM. Perfect for antique themes, it
elevates the style of any room, offering a classic, timeless look.
Energion Hyperjet: An entry level BLDC remote control ceiling fan which
was launched for the tech savvy online consumers is sold primarily through the ecommerce
channel and has gained is placed in the top 10 ceiling fans on ecommerce platforms. It is
driven by Crompton's ActivBLDC technology and uses a boost mode at 35W which delivers a
powerful 220 CMM air delivery.
Energion Groove Regmote is a testament to our commitment to
technological prowess and ultimate comfort. Unlike any other ceiling fan in the market,
this revolutionary fan can be seamlessly controlled using both a remote control and a
traditional regulator simultaneously. This novel technology is built on our best BLDC
ceiling fan - Energion Groove which is an epitome of performance (220 CMM Air Delivery
& 350 RPM) and minimal aesthetics. This model comes in extensive array of Colors,
including 3 in Anti Rust, 5 in Anti Dust and 2 in Wooden has context menu.
(B) Pumps
• Mini Brand Architecture: Launched DURA series in Mini category
with durable features like Anti Jam Insert, Anti Rust Coating & ADDS Adapter.
- Successfully developed & launched a new category of Solar Pumps.
- Received order from HAREDA for 1388nos. of Pumps, worth I 65.66
Crore, Contribution from Solar Pumps for I 32.7 Crore.
- Received MEDA LOA for 2000 Nos of Pumps Worth I 50.15 Crore
- Received MSEDCL LOA for 250 number of Pumps Worth I 6 Crore
- Qualifications achieved in RHDS & MPUVN PM Kusum Tender for
Rajasthan & Madhya Pradesh, respectively.
• Successfully developed & launched Full AL Series in Surefill
Plus category. Revenue generated I 100 Crore.
• Successfully developed & launched STP/ CCP series in India
(Indigenisation) thus de-risking the import supplies and quality issues. Generated revenue
of I 8.59 Crore.
• Successfully deployed Brand Architecture in High Suction Pumps
series (Aquagold, SWJ, CMB, DMB, Flomax) with consumer insights like Faster tank filling
time and Durability. Revenue generated-110.31 Crore.
• Launched V3 Submersible (AP Series) with Dura Features &
aesthetical offering to consumer. Well accepted in market. Total revenue generated I 9.17
Crore.
• Launched 4VO revamped series with improved durability & BEE
star labelling. Very good response from market, Total Revenue generated I 28.72 Crore.
• New product launched in Agri category based on identified
product gaps and new product requirements:
- 650CS Eco Series: to ensure a competitive offering to consumers with
durability and reliability offerings, total revenue I 0.36 Crore
- MBQ22(1PH)-14 SLV: to ensure penetration in to regional or
territorial low voltage requirements. total revenue I 1.12 Crore
- MBM12(1PH)Z-SE: Ensure product gap filling for east region has
ensured revenue of I 0.22 Crore
- MBN22-I: for Competitive offerings shifting the SKU from inhouse to
Sourcing mode to ensure effective penetration in central India territory.
• Ensured 10 (Ten) Product demos into Bihar & Lucknow branches
for MBG segments to ensure confidence in product and new offering. This has ensured total
revenue of MBG 60.92 Crore INR with 29% Growth over last year.
• Special Focus on product training & additional offering in
control panels & Agri Starters to ensure incremental pump+ Panel ratio which has
increased from 75% to 82% and helped in reduction of PPR of V4 Submersibles.
Other Highlights:
• State-of-the-art Test lab has been commissioned at Innovation
center, Vikhroli for facilitating comprehensive pumps testing from June 2024, onwards;
• Received BIS certification for 33 number of Pumps and BEE
certification completed for 22 number of Pumps as on March 31, 2024;
• This is the fifth consecutive year that Crompton Pumps has been
voted and awarded as "Superbrands";
• Received 23rd Greentech Safety Award 2023 (Winner in
Safety Excellence Category); and
• Received 23rd Greentech Safety Award 2023 (Winner in
Environmental Excellence Category).
(C) Appliances
• 34 (Thirty Four) SKU's launched in Financial Year.
• Storage Water Heater: 12 SKU's. 6L range extension in plastic
round (Versa series) & Square plastic (Solarium Care Series). 35L & 50L range
extension in Arno Neo series. A new range of round plastic series in Hydrajet with 5-star
rating available in 10L, 15L & 25L. Metal round series in Acenza, available in 15L
& 25L. To strengthen the horizontal range, launched plastic round horizontal
series-Versa in 3-star rating.
• Instant water heater: 6 SKU's. Entered tankless geyser range
with 2 models- Rapidjet Royale & Rapidjet Pro, available in 5.5kW. Launched 2 new
models in 5L for trade in Solarium neo and Rapidjet. 2 new region-specific models of 3L
were launched.
• Air Coolers: 13 SKU's. Launched industrial coolers in 95L and
135L. Strengthened the desert series with innovative extensions with more convenience
features. Optimus comfort (65 & 100L) lowest noise in industry. Ozone Royal (55L, 75L
& 88L) with humidity control and auto drain. Surebreeze series in personal, tower and
desert segment launched to strengthen our offering. Supremus series launched in desert
segment. 95L and Supremus 70L were portfolio gaps in capacity. In personal coolers 2 (Two)
new models in 30L & 45L were launched in Surebreeze PAC series. In tower coolers, 24L
& 34L models launched in surebreeze TAC series.
• In room heaters, the Company has launched Insta Genial-PTC
heater (Positive Temperature Coefficient) based room heater. They do not reduce the oxygen
content of the room thus prevent suffocation & skin dryness and are slightly
expensive.
• In Immersion Rods, launched a new series in 1kW and 1.5kW.
Kitchen Appliances
• Mixer Grinder & Iron Category: Mixer Grinder has been
revamped with launch of 11 new models in various segment to strengthen portfolio and 4 new
model in steam iron category.
• Small Kitchen Appliances: Strengthen SKA segment with the launch
of 6 new model to strengthen induction and kettles categories.
State of art Validation lab has been developed to test our products.
All these products are meticulously designed with enhanced aesthetics
and packaging.
(D) Lighting
B2C
• Your Company has introduced many new products which are based on
consumer insight and feedback. Consumer lighting space has evolved in last few years from
only functionality to Decor and style. Connected products are also making entry in
consumer homes with technology getting more affordable for masses.
• Your Company launched an innovative range of Trio ceiling light/
Batten and Lamp anchored on creating ambient lighting with direct and indirect lighting.
• Capitalising on increasing movement of consumers from
functionality to decor & style, your Company has launched a range of decorative
battens and outdoor garden and gate lamps.
• Your Company has expanded its presence to lighting-adjacent
categories like Extension Boards and Torches.
• To win in an increasingly competitive market, your Company has
launched a range of 20W Laser Ray Smile economy battens and fighter models in the lamps
category.
B2B
• Extension to the road and flood light luminaire range was
introduced with upgraded specifications to cater to different applications.
• With the infrastructure boom, the extension to highway street
light with improved optics to cater to wider highways and expressways were introduced
which help in reducing total cost to customer.
• As an extension to infrastructure application, new range of high
wattage flood lights with higher performance were introduced to cater to railway yards,
airports and sports application.
• To cater to SOHO office requirement your Company introduced,
industry first, high performance aesthetic CRCA down lights.
35. MERGERS AND ACQUISITIONS
The Board of Directors of the Company at their meeting held on March
25, 2023, considered and approved the Scheme of Amalgamation ("Scheme") of the
Butterfly Gandhimathi Appliances Limited ("Transferor Company or Butterfly")
with the Company ("Transferee Company") and their respective Members and
creditors under Sections 230 to 232 and other applicable provisions of the Act read with
rules made thereunder. The Scheme was filed with BSE Ltd. and the National Stock Exchange
Limited of India Limited ("Stock Exchanges") on April 07, 2023, and
subsequently, it was approved by the stock exchanges on July 21,2023, and July 24, 2023,
respectively.
Further, the Transferor Company had filed the Application with the
Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") on August 20,
2023, and pursuant to the order issued by NCLT on September 12, 2023, the Transferor
Company had convened an Extra-Ordinary General Meeting for the Equity Members, Secured
Creditors and Unsecured Creditors of the Company on October 28, 2023. However, the
approval of majority of the public Members of the Company was not received in favour of
the Scheme and accordingly, the Scheme was not acted upon.
This does not have any impact on the Company's growth strategy and both
entities continued to operate as separate entities and work towards fulfilling their
mutual strengths while growing in the kitchen appliances category thereby creating value
for all the stakeholders.
36. NON-CONVERTIBLE DEBENTURES
During the year under review, your Company has redeemed Non-Convertible
Debentures ("NCDs") amounting of I 325 Crore (Rupees Three Hundred and Twenty
Five Crore Only) on January 12, 2024.
Presently, total outstanding NCDs of ' 600 Crore (Rupees Six Hundred
Crore Only) are listed on the debt segment of the National Stock Exchange of India Limited
and of which ' 300 Crore (Rupees Three Hundred Crore Only) are due for redemption in July,
2024.
Catalyst Trusteeship Limited is the Debenture Trustee for the Debenture
holders. The details of the Debenture Trustee is available on the website of the Company
and can be accessed at https://www.crompton.co.in/
pages/investors-relations#DebentureTrustee and is also provided in the Report on Corporate
Governance which forms a part of this Integrated Annual Report.
37. EMPLOYEE STOCK OPTION PLAN ("ESOP")
Stock options have long been proven to be an effective tool for
organisations to incentivise employees for accelerating profitable growth and wealth
creation while also working as a performance reward and attract and retain high potential
and critical employees in a competitive talent environment.
The Company has framed various Employees Stock Option Scheme
("ESOP Schemes") in accordance with the SEBI (Share-Based Employee Benefits)
Regulations, 2014, read with Securities and Exchange Board of India (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("the SBEB & SE") as a measure
to reward and motivate employees and attract & retain talent.
Presently your Company has following ESOP Schemes:
• Crompton Employee Stock Option Scheme-2016
("ESOP-2016")
• Crompton Performance Share Plan-1-2016 ("PSP-1 2016")
• Crompton Performance Share Plan-2-2016 ("PSP- 2-
2016")
• Crompton Employee Stock Option Scheme-2019
("ESOP-2019")
There has been no material change in any of the subsisting ESOP
Schemes.
The disclosure relating to ESOPs required to be made under the
provisions of the Act, and the rules made thereunder and the SBEB & SE Regulations is
provided in Annexure 8 which forms part of this Integrated Annual Report.
No employee has been issued stock options, during the year, equal to or
exceeding 1% of the issued capital of the Company at the time of grant. The issuance of
equity shares pursuant to exercise of stock options does not affect the profit and loss
account of the Company, as the exercise is made at the market price prevailing as on the
date of the grant plus taxes as applicable.
38. EMPLOYEE ENGAGEMENT
Your Company's employee engagement initiatives build trust, enthusiasm
and a sense of belonging to the organisation. For further details on employee engagement,
please refer to Page No. 72 of this Integrated Annual Report. Continuous employee feedback
is also gathered with the AI enabled employee listening tool "Amber". The
leadership continues to act on the feedback given by the employees in various forums. The
strong employee engagement initiatives are continued through multi-layer communication,
engagement, and recognition programmes.
38.1 Inclusion & Welfare
Your Company has always been conscious to promote all round employee
welfare. Environment, Health and Safety ("EHS") guidelines are deployed to
promote workplace health and safety and create a healthy environment. Regularly, the
policies are benchmarked with market standards and are upgraded as and when necessary.
Some of the practices, programmes, policies, and welfare measures that were put in place
to demonstrate care and empathy towards employees are listed below:
Your Company has well defined policies around "Diversity &
Inclusion":
1. Capability Building and Employee Wellness related programmes: Your
Company has initiated a new capability-development programme for its employees called
"EDGE". An organisational-level programme, EDGE has been devised as part of the
Company's long-term learning and development ("L&D") strategy. Edge has been
designed to enhance the capabilities of the people at Crompton to give an edge to the
Company in the competitive Indian market. The courses designed as part of EDGE include
upskilling people in functional and behavioural skills. Your Company is following a mixed
strategy of virtual, digital and face-to-face learning. Your Company has been making
efforts to use gamified solutions, certifications, recognitions and small prises to
encourage employees to take part in learning initiatives.
Your Company has also arranged an online medical facility for all the
employees and their families through Doc Online, one of the renowned companies in this
field, so that employees can get their health concerns addressed virtually.
2. Employee & Family Connect: Your Company always believes that
success of employees is in major part dependent on the support system provided by the
family Members at home and made it a point to engage family Members in events through
online talent shows and singing competitions. Your Company believes that our employees are
much more than their accomplishments at work and therefore we take every opportunity to
celebrate employees and teammates whether its Quarterly Rewards and Recognition programme
or as simple as sending out personalised birthday cards. To add value and build the
manager-employee relationships, we've crafted key initiatives like Chai pe Charcha and Dil
Se that has boosted real-time conversations that make a difference and enable to bond
better. Programmes like HR connect allow new joinees to feel more comfortable, put their
role into perspective and feel part of the business, which encourages positive
contribution to the overall Company goals and vision. The festive fervour is back, with us
celebrating festivals in physical mode after the lackluster years of festive exchanging
greetings virtually. Every nook and corner of our offices have been decorated along with
theme-based employee engagement activities. To add to the joviality of the festive time,
personalised greetings on Diwali were sent to employees and their family Members, letting
them know they are important! Family get-together, Annual Functions and Sports events are
conducted.
38.2 Building Talent
Your Company continues to be committed to developing internal leaders
and a talent pipeline. The same was further strengthened through the launch of structured
training architecture EDGE. The talent assessment process of the organisation for
recruitment and internal talents also continued to be strengthened through the
implementation of data- driven tools including Hogan, Korn Ferry and Development Centre by
DDI. Eligible employees underwent 360 feedback on Crompton Behaviours to build greater
awareness.
38.3 Employee and Leadership Development
In line with your Company's long-term business strategy, there are
robust employee development programmes through structured interventions and on-the-job and
experiential learning through career movements, special assignments and projects. It is
intended to build best-in- class capability in the area of Go-to-Market, Operational
Excellence and Quality, Brand and Portfolio Management and Innovation During the year,
following unique initiatives were launched.
a) Manufacturing Excellence Programme - All employees in the
manufacturing team have been enrolled for the programme which covers the concepts of
quality management basics like continuous and lean management, value stream mapping, LEAN
tools etc. The objective of the programme is to build capability on operational
excellence.
b) Functional Capability for Innovation team - This year the focus was
on building functional capability in the innovation process deployment through trainings
on PDM, NPD etc. and building core competence through programmes like GD&T, ALTIUM
etc.
c) Procurement Value Enhancement Programme -
The objective of the programme was to identify the procurement levers
of value enhancement to the business and learn how to apply these levers through practical
examples. The programme also helped understand how to strategise supplier collaboration
through segmentation, relationship management practices, performance and compliance
governance to co-create value and improve customer service. Another focus area for the
procurement team this year was to develop and hone negotiation skills which was done
through practical case studies and role-plays.
38.4 Sales Capability Development
a) Taking Ownership for One?s Development - Career development
workshop for employees to sensitise them on the importance of life-long learning and how
they need to take charge of their own development were conducted. The employees also
realised that they continuously need to up-skill/ reskill themselves if they need to stay
relevant in the job market.
b) Digitalising HR Practices - Your Company has SAP Success Factors,
which is a cloud- based Human Capital Management ("HCM") solution that can help
automate and streamline HR processes. Success Factors is mainly used to manage employee
data, Performance Management, Onboarding. This year, your Company has used AI- powered
recruitment platform that uses machine learning algorithms to match job candidates with
open positions. The platform can help HR teams save time by automatically screening
resumes and identifying top candidates based on their skills and experience. Your Company
continues to use a pulse survey platform that allows us to gather feedback from employees
on a regular basis. The platform uses AI to analyse employee feedback and provide insights
to HR teams, such as identifying areas for improvement or trends in employee sentiment.
Best in class learning management platform allows us to provide learning and development
opportunities to employees by giving them access to a variety of courses and learning
resources, including online courses, books, videos, and articles. The platform also
provides analytics and insights to help HR teams track employee learning and development
progress.
39. ENVIRONMENT, HEALTH & SAFETY ("EHS")
The Health, Safety, and Environmental Management System at Crompton
epitomise our unwavering dedication to safeguarding the environment, fostering a conducive
working atmosphere, and ensuring the well-being and safety of all individuals, including
employees, contractors, and visitors. Through meticulous planning, rigorous
implementation, and continuous monitoring, we uphold stringent standards to mitigate
environmental impact, promote sustainability, and comply with regulatory requirements. Our
commitment extends beyond mere compliance; it encompasses a culture of proactive risk
management, hazard identification, and safety awareness training to cultivate a workplace
where everyone feels valued, supported, and empowered to prioritise health, safety, and
environmental stewardship. By prioritising these core values, we not only protect our
personnel but also contribute to the greater community and demonstrate our responsibility
as a conscientious corporate citizen.
Crompton EHS strategies are aimed at achieving the greenest and safest
operations across all Manufacturing units by optimising the usage of natural resources and
providing a safe and healthy workplace. Safety remains a top priority for the Crompton,
and we are committed to providing a safe and productive environment for our workforce,
maintaining the best health and safety measures across all our manufacturing and office
locations. We prioritise enhancing our workforce's skills levels through various learning
& development programmes throughout the year, ensuring continuous improvement, and at
the time of induction, providing basic safety trainings to all employees and workers at
all our manufacturing sites.
Your Company has a comprehensive EHS manual "KAVACH 3.0"
comprising the policies, procedures and work instructions and it has been implemented
across all the products lines manufacturing sites.
To strengthen the EHS culture, under corporate EHS, Your Company
initiated and conducted various campaigns and awareness programmes such as Near Miss
Reporting, Hand and Finger Injury Control & Prevention, and road safety under
Behavioural-Based Safety ("BBS"). Additionally, manufacturing sites are also
conducting EHS training programmes periodically to enhance EHS activities.
Your Company is committed to conserving and enhancing the EHS culture.
CGCEL owned all manufacturing sites has conducted the surveillance audit for its
Integrated Management System ("IMS") certification which comprises
ISO14001:2015, ISO45001:2018 and ISO9001:2015 which is an important milestone for
continuous improvement for an organisation.
Corporate EHS has initiated and conducted quantitative self-assessments
on various EHS topics like BIS14489:2018, Fire safety, Fire Load Calculations and
Electrical Safety for CGCEL manufacturing sites. Annual EHS audit programme has been
kicked off, which focuses on manufacturing sites, central warehouses and regional sales
offices.
Closure of safety audit observations is ensured by following the PDCA
(Plan-Do-Check-Act) cycle and implementing effective Corrective and Preventive Actions
("CAPA") within a reasonable timeframe, thereby continuously improving safety
practices and mitigating risks. The observations are also shared amongst units for
cross-learning and improvement. Learnings from other organisation incidents and taking
preventive actions are also initiated as a proactive approach in ensuring safety
performance.
A comprehensive EHS-based Leading and Lagging Indicator dashboard is
being prepared and followed across all manufacturing sites on a monthly basis to capture
unit-wise KPI performance, facilitating proactive monitoring of safety metrics. Monthly
EHS meetings are conducted to discuss unit performance, fostering collaboration and
continuous improvement in safety practices. EHS meetings are being conducted to promote
cross- learning between Manufacturing units, focusing on conserving natural resources
through initiatives like water and electricity consumption reduction, and effective
management of hazardous wastes. Additionally, safety fronts including accident incident
details with investigation report are discussed, alongwith onsite emergency and
preparedness plan through conducting mock drill and fire drill on set frequency etc.
ensuring a proactive approach to safety and environmental management.
A brief on EHS programmes of CGCEL is as under:
39.1 Environment - a green pursuit
Your Company is committed to fostering a culture of sustainable
progress across the organisation. On account, Key Result Areas ("KRAs") are
identified and fixed, with monthly tracking under leading and lagging indicators of EHS.
Moreover, your Company is highly focused on reducing its carbon
footprint by manufacturing world class energy efficient products and adopting sustainable
packaging concept.
39.2 Reduction in energy consumption
Under energy reduction programme, your Company has achieved an
approximately 56.29% reduction in electricity consumption. During Financial Year 2023-24,
the overall energy consumption was 19745 GJ against Financial Year 2022-23 which was 35074
GJ. This significant achievement is basis to various energy conservation activities,
closure of energy incentive process of glass plant at Baroda and the transition of using
of natural gas as a source of energy instead of using GSEB power.
Similarly, the Pump unit in Ahmednagar has initiated the sustainable
product development by innovating the solar pump category to use renewable source of
energy. Additionally, the existing solar panels sourced energy are used for street
lighting canteen blower continuous load totaling to approximately ~8 KW load.
Until July 2023, the Domex Line operation at Baddi Unit I was active
which resulted in electricity reduction of
0.0077 KW/Unit of production. Subsequently, in October 2023, the
production from Unit-I was transferred to Unit-II.
The ongoing electricity savings of 7 KW per day in Fans Baddi Unit-I
and Unit-II - are attributed to the installation of new grinding machinery in January
2023. The ongoing electricity savings of 7 KW per day in Fans Baddi Unit-I and Unit-II -
are attributed to the installation of 2 (Two) new grinding machinery in Financial Year
2023-24. Furthermore, as part of our energy-efficient initiatives, we have replaced 114
(One Hundred and Fourteen) conventional fans with BLDC fans at our manufacturing site.
In the Financial Year 2023-24, our electricity consumption reached
2,56,852 KWH for Baddi-II. Comparatively, in the same period of the previous Financial
Year 2022-23, the consumption was 2,01,558 KWH. Notably, the production output during the
Financial Year 2023-24 is 26,51,482 units; compared to 19,11,232 units in the Financial
Year 2022-23. This production enhancement is purely basis to start up of 2 shift in the
Baddi-II.
In the Financial Year 2023-24 year-to-date ("YTD"), our
electricity consumption reached 2,30,180 KWH. Comparatively, in the same period of the
previous Financial Year 2022-23 (till December), the consumption was 2, 22,380 KWH.
Notably, the production output during the Financial Year 2023-24 YTD is 21,67,217 units
(at 0.10
KW per fan produced), compared to 18,43,379 units (at 0.12 KW per fan
produced) in the Financial Year 2022-23. This data reflects a commendable 1.4% reduction
in KW per unit of production.
Apart from above Baddi-II has reduced electricity consumption per unit
from 0.105 KWH/ unit of production to 0.099 KWH/ unit of production for Financial Year
2023-24. This was achieved by replacement of induction motor fan to BLDC fan and removing
exhaust fans from Gold Line Fan Hangers and high Bay lights on shop floor and installed
station wise LED battens. Baddi-III in Financial Year 2023-24 there is 0.053 0.066 KWH/
LED power consumed against the Financial Year 2022-23 which was 0.0325 KWH/ LED. This is
due to the reduction of production volume and SMT and extrusion machine installation for
inhouse batten housing production.
39.3 Reduction in water consumption
During Financial Year 2023-24, the volume of water withdrawal amounted
to 67,731 KL, compared to 68,767 KL in Financial Year 2022-23; reflecting significant
reduction of 0.98%. This reduction is attributed to unit specific initiatives as outlined
below;
• Pump unit- Ahmednagar initiated the water conservation programme
by driving the waterless urinal and arial taps provision in factory saved up to ~200 KL
water per annum.
• Baddi unit I- Due to reduction in production volume and
fluctuated labour numbers during Financial Year 2023- 24 the overall water consumption
raised to 679 KL (55.87 ltr / person/ day) and Financial Year 2022-23 which was 388 KL of
water consumed (25.52 Ltr/ Person/ Day). Further unit initiated the project on water line
leakage repair and maintenance to control wastage of water.
• Baddi Fans II has consumed water during Financial Year 2023-24
is 3,001 KL approx. 53.36 Lt/ Person/ Day as compare to Financial Year 2022-23 which was
1,916.4 KL and the ratio 41.72 Ltr/ Person/ Day. The water consumption
is reported high due to the second shift start up and increase in the contractual
strength. Further in water conversation front unit has installed auto shutoff valve on
rooftop storage tanks and re- routing of pipelines to prevent water losses.
• Baddi Lighting Unit III, in Financial Year 2023-24 reported
water consumption 1,849 KL for Financial Year 2023- 24 & the ratio was 45.56 Ltr/
Person/ Day against the Financial Year 2022-23 water consumption was 2090 KL and 35.245
Ltr/ Person/ Day. The sudden hike of overall water consumption is due to the process water
use in extrusion machine installation for
inhouse production of batten housing. Further unit has conducted
awareness sessions among all employees to reduce and/ or conserve the water resource and
unit has identified and controlled all water line leakages from the plant.
39.4 Hazardous waste reduction and management
The Company's operational units ensure that all hazardous waste is sent
to the authorised disposal facility/ recycler approved by the State Pollution Control
Board. In the Financial Year 2023-24 organisation has successfully achieved the EPR
E-waste authorisation from Central Pollution Control Board ("CPCB") and
processed 75% of the total target obligation. CGCEL has channelised 100% of plastic waste
and fulfilled CPCB target of Financial Year 2023-24.
Under Extended Producer Responsibility ("EPR") plastic waste
management obligation, your Company is in process of issuing agreements to channelise 100%
of plastic waste to fulfill CPCB target of Financial Year 2023-24. Additionally, your
Company has developed the substitute for pump packaging to eliminate the use of thermocol
& plastic bags. Furthermore, in consideration of non-hazardous waste generation, there
has been a reduction of 21.38% in Financial Year 2023-24 quantum, amounting to 1,322.95 MT
compared to 1,682.67 MT in Financial Year 2022-23.
39.5 Safety
The Company's EHS policy is absolute in its commitment to integrating
EHS considerations as a top most priority throughout the organisation. In the Financial
Year 2023-24, there is zero reportable injuries, reflecting our dedication to safety and
well-being.
Further, Corporate EHS have strengthened our commitment, focusing on
enhancing EHS orientation, conducting safety system assessments across manufacturing
sites, and continuously improving to establish a sustainable, injury free workplace. We
have diligently revised and developed various Standard Operating Procedure
("SOPs") including Hazard Identification and Risk Assessment, Environmental
Impact Assessment, Work permitting, Contract Safety Management, and Incident
investigation, among others, among others, to ensure comprehensive EHS management across
all facets of our operations.
The Company's manufacturing facilities prioritises strict adherence to
all rules and regulations outlined in Fire No Objection Certificate ("NOC"),
ensuring the safety of our personnel and assets. Regular fire drills are conducted as per
defined frequencies to ensure preparedness and swift response in the event of an
emergency. During the Financial Year 2023-24, there were no reported fire incidents across
our organisation.
Regular safety walks and meetings, are conducted and a robust review
mechanism ensures timely closure of open points. Periodic internal and external audits
verifies compliances and there were no fatalities or Lost Time Injuries ("LTIs")
for Financial Year 2023-24.
Organisation is committed to building a safety culture by implementing
stringent EHS Policy, Corporate SOPs, a Work Permit System ("WPS") and Daily
Toolbox talk.
Regular interaction is facilitated through Safety Committee Meetings,
while initiatives such as fire-safety drills, safety week celebration, and ongoing safety
training to all employees begin with adequate induction. Internal plant safety audits are
conducted and all actions and recommendations are also recorded, evaluated and acted upon
by respective EHS leaders.
Key Safety programmes implemented during the year include
• Provision of auto braking in vertical impeller balancing machine
which enhanced ergonomics safety aspects of the operators in Pump unit Ahmednagar.
• Side Guarding and Fencing provided in nailing area and provision
of Tempera Socket in Type Test Area.
• Separate Lightning arrester for pump paint storage area.
• 54th National Safety Week celebration is planned
across all Units by organising various initiatives and programmes.
• Leading lagging EHS indicators we are tracking separately and
review those at PL and corporate level regularly.
• Fire Equipment Operation Awareness and Training and Mock/ Fire
Drill.
• Corporate EHS initiatives on road safety campaign, World
Environment Day celebration, assessment drive by corporate EHS i.e., Electrical safety
assessment, IS14489 assessment, Machine safety and fire safety.
• Corporate EHS driving campaigns on Near Miss Reporting, Hand
& Finger Injury control & Prevention and road safety etc.
• IMS ISO14001, ISO45001 and ISO9001 re-certification audit
completed at Goa & Baddi units.
• Increase in sell of star rated pumps products in this H1,
resulted in more energy savings (17.88%).
39.6 Health
During COVID-19 pandemic, your Company has prioritised the health and
safety of all employees, implementing rigorous measures to ensure their well-being.
Corporate EHS has initiated monthly health perspective training and awareness programmes
with the support of "Doc-Online", witnessing excellent participation from
‘sales & non-sales employees in online presentation.
Packaging Materials and Process
The Company has adopted recycling and reuse of metal bins for the
handling of semi-finished components for selected categories, thereby eliminating wooden
packaging. The Company is investing to secure cargo during dispatches by improving loading
procedures.
During the year, your Company has received multiple awards towards its
excellence in EHS which are as follows;
| Award |
Authority |
Division/ Unit |
| 8th Annual HSE Excellence & ESG Global Award
2023 |
OHSSAI
Foundation |
Fans Division- Baddi 2. |
| 8th Annual HSE Excellence & ESG Global Award
2023 |
OHSSAI
Foundation |
Lighting Division- Baddi 3. |
| Greentech Environmental Excellence Award 2023 |
Greentech
Foundation |
Fans Division- Bethora, Goa |
| 11th GSS-National Safety Award |
Fire and
Safety
Forum |
Fans Division- Bethora, Goa |
| Gomant Sarvochcha Suraksha Puraskar in Category ‘C? |
Green
Triangle
Society |
Fans Division- Bethora, Goa |
| Uttam Suraksha Adhikari award |
Green
Triangle
Society |
Fans Division- Bethora, Goa |
| 21st Greentech Safety Award 2023 for Safety
Excellence |
Greentech
Foundation |
Pumps Division Ahmednagar (Additional award) |
| International Safety Award 2024 |
British Safety Council |
Pumps Division
Ahmednagar
(Additional |
40. CORPORATE SOCIAL RESPONSIBILITY ("CSR") FRAMEWORK AND
VISION
Your Company believes that economic value and social value are
inter-linked, and it has a commitment towards the inter-dependent ecosystem consisting of
various stakeholders. In addition to that Corporates have a significant role to play in
bringing about social change and Crompton has kept its social and development mandate
flexible and responsive to development challenges.
Your Company has chosen the grant-making approach, strategically
selecting the implementation partners with required expertise in their respective sector
and strong community connection to effectively impact the lives of the end beneficiary.
Aligned with its long-term commitment to create positive and shared value for its
stakeholders, the CSR programmes addresses developmental priorities as identified by the
Act, aiming to ignite a positive social change.
The Company's CSR initiatives have undergone significant evolution,
primarily executed through the Crompton CSR Foundation, focusing on key areas such as
skill and entrepreneurship development, water conservation, community care, and employee
engagement. For detailed information, please refer to on page number 84 of this Integrated
Annual Report.
The Company has constituted a CSR Committee in terms of the
requirements of Section 135 of the Companies Act, 2013 read with the rules made
thereunder. Details of the same is provided in the Corporate Governance Report which forms
part of this Integrated Annual Report. The Company's CSR Policy is available on the
website of the Company and can be accessed at https://reports.
crompton.co.in/shopifv/public/files/U6kk0A8Uov
Corporate-Social-Responsibilitv-Policv-1.pdf
The Chief Financial Officer of the Company has certified that CSR funds
disbursed for the projects have been utilised for the purposes and in the manner as
approved by the Board.
41. SEXUAL HARASSMENT AT WORKPLACE
As a responsible employer, your Company is deeply committed to
preventing and addressing sexual harassment at workplace, striving to cultivate a healthy
and safe working environment that enables employees to work without fear of prejudice and
gender bias. The Company maintains a zero-tolerance towards any act on the part of any
executive, which fall under the ambit of "sexual harassment" at workplace and is
fully committed to uphold and maintain the dignity of every woman executive working in the
Company. Additionally, your Company continuously works towards fostering a work culture
that promotes respect and dignity of all women employees throughout the organisation,
aiming to provide an empowering and supportive atmosphere at workplace.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee ("ICC") under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act").
The ICC includes an external member who serves as an independent POSH consultant with
relevant expertise. Furthermore, the Company has formulated a comprehensive policy on
prevention, prohibition and redressal against sexual harassment of women at workplace,
which alings with the POSH Act. This policy covers all employees including permanent,
contractual, temporary and trainees. The said policy has been made available on the
internal portal of the Company as well as the website of the Company which can be accessed
at https://reports.crompton.co.in/shopify/public/files/ UxKXXDfbtE
PoSH-at-Workplace-19May2023 updated. pdf
Your Company has taken proactive measures to promote awareness and
compliance with the POSH Act, including conducting e-learning sessions on POSH for all
regular and new employees. Additionally, awareness programmes on POSH have been organised
through out the year to sensitise the employees on upholding the dignity of their female
colleagues in the workplace, reaching all employees across various locations. Moreover, a
Toll-Free Number has been provided to facilitate the telephonic registration of any POSH
complaints, further enhancing accessibility and support for employees.
The details of complaint(s) received and action taken by the Company
are presented before the Audit Committee of the Board of Directors. During the year under
review, 3 (Three) cases of sexual harassment were reported, all of which were thoroughly
investigated and resolved in accordance with the provisions of the POSH Act.
42. REGISTRAR & SHARE TRANSFER AGENT ("R&T/ RTA")
M/s. KFin Technologies Limited (Formerly Kfin Technologies Private
Limited) is the RTA Agent of your Company. Their contact details are mentioned in the
Report on Corporate Governance which forms part of this Integrated Annual Report.
43. LISTING
The equity shares of your Company are listed on BSE Ltd. and National
Stock Exchange of India Limited ("NSE") (collectively referred to as "Stock
Exchanges"). The Non- Convertible Debentures ("NCDs") of the Company are
listed on the Debt Segment of NSE.
Your Company has paid the Listing fees for Equity Shares to both the
Stock Exchanges and Listing fees for NCDs to the NSE for the Financial Year 2023-24 and
2024-25.
44. DIRECTORS? RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the Financial
Statements for the year under review confirm in their entirety the requirements of the Act
and guidelines issued by SEBI. The financial statements are prepared in accordance with
the IND AS, pursuant to the provisions of Section 134(3)(c) of the Act.
To the best of their knowledge and based on the information and
explanations received from the Company, your Directors confirm that:
1. in preparation of the Annual Financial Statements for the Financial
Year ended March 31, 2024, the applicable accounting standards have been followed and
there are no material departures.
2. they have selected the accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for that period.
3. they have taken proper and sufficient care towards 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.
4. the annual accounts are prepared on a going concern basis.
5. they have laid down internal financial controls, which are adequate
and are operating effectively.
6. they have devised proper systems to ensure compliance with the
provisions of all applicable laws, and such systems are adequate and operating
effectively.
45. INTEGRATED REPORTING
The Company has diligently prepared an Integrated Annual Report,
incorporating a comprehensive array of financial and non-financial information. This
report aims to provide Members with the necessary insights to make informed decisions and
gain a better understanding of the Company's long-term perspective. The Report also
touches upon various aspects such as organisation's strategy, governance framework,
performance and prospects of value creation based on the 6 (Six) forms of capital viz.
Financial Capital, Manufacturing Capital, Intellectual Capital, Human Capital, Social
& Relationship Capital and Natural Capital.
46. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these items during the
year under review:
• Issue of equity shares with differential rights as to dividend,
voting or otherwise as per Section 43(a)(ii) of the Act;
• Issue of Shares including Sweat Equity Shares to the employees
of the Company under any scheme as per provisions of Section 54(1)(d) of the Act;
• The Company does not have any scheme of provision of money for
the purchase of its own shares by employees or by trustees for the benefit of employees;
• No instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Act;
• Neither the MD & CEO nor the Executive Director of the
Company receive any remuneration or commission from any of its Subsidiaries;
• No fraud has been reported by the Auditors to the Audit
Committee or the Board;
• Disclosure of reason for difference between valuation done at
the time of taking loan from bank and at the time of one-time settlement. There was no
instance of onetime settlement with any Bank or Financial Institution;
• There was no revision in the Financial Statements and Board's
Report of the Company during the year under review;
• There has been no change in the nature of business of the
Company as on the date of this report; and
• There are no proceedings, either filed by the Company or filed
against Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before
National Company Law Tribunal or other courts during the Financial Year 2023-24.
47. RIGHTS OF MEMBERS
• Right to participate in, and to be sufficiently informed of
decisions concerning fundamental corporate changes;
• Opportunity to participate effectively and vote in General
Meetings;
• Being informed of the rules, including voting procedures that
govern General Meetings;
• Opportunity to ask questions to the Board of Directors at
General Meetings;
• Effective Member participation in key corporate governance
decisions such as election of Members of Board of Directors, appointment of Statutory
Auditors, Declaration of Dividend, Adoption of financial statements etc;
• Exercise of ownership rights by all the Members, including
institutional investors;
• Adequate mechanism to address the grievances of the Members;
• Protection of minority Members from abusive actions by, or in
the interest of, controlling Members acting either directly or indirectly, and effective
means of redress;
• To receive dividends and other corporate benefits like rights,
bonus etc. once approved;
• To inspect statutory registers and documents, including minutes
books of the general meetings, as permitted under law; and
• Any other rights as specified in the statutory enactments from
time to time.
48. ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation to all the
employees of the Company posted at all locations and levels for their whole-hearted
efforts as well as collective dedication, commitment and contribution, which is vital in
achieving the overall growth of the Company.
Your Directors would also like to thank the vendors, suppliers,
bankers, financial institutions, employee unions, members, customers, dealers, Government
authorities, Regulatory authorities, stock exchanges and all other business associates,
consultants' and other stakeholders for their continued cooperation and support extended
to the Company and the Management.
We look forward to continued support of all these associates in the
future.
49. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion and
Analysis Report 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 could differ materially from those expressed or implied.
Important factors that could make a difference to the Company's operations include global
and Indian demand supply conditions, finished goods prices, feed stock availability and
prices, cyclical demand and pricing in the Company's principal markets, changes in
government regulations, tax regimes, economic developments within India and the countries
within which the Company conducts business and other factors such as litigation and labour
negotiations. 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 the Board of Directors |
|
|
D Sundaram |
| Place: Mumbai |
Chairman |
| Date: May 16, 2024 |
DIN:00016304 |