To the Members,
Your Directors have pleasure in presenting the Fifty Seventh Annual Report of Mangalore
Chemicals & Fertilizers Limited ("Company") together with the Audited
Financial Statements for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
|
2023-24 |
2022-23 |
Revenue from operations |
3,795.44 |
3,641.52 |
EBITDA |
417.18 |
340.08 |
Finance Costs |
104.93 |
104.38 |
Depreciation |
71.58 |
59.67 |
Profit before tax |
240.67 |
176.03 |
Tax expense |
85.86 |
41.37 |
Profitafter tax |
154.81 |
134.66 |
Other Comprehensive Income/(Loss) |
(0.54) |
(0.32) |
Total Comprehensive Income |
154.27 |
134.34 |
Earnings Per Share (Basic & Diluted) INR |
13.06 |
11.36 |
Net Worth |
939.68 |
803.19 |
2. DIVIDEND
The Board of Directors recommended a dividend of INR 1.50 per equity share of INR 10
each. The Dividend Distribution Policy is available on the website of the Company i.e.
https://www.mangalorechemicals.com/assets/frontend/pdf
s/16DividendDistributionPolicyNew.pdf
3. REVIEW OF OPERATIONS
The revenue from operations for the year ended March 31, 2024 was INR 3,795.44 crore as
compared to INR 3,641.52 crore for the year ended March 31, 2023.
The profit before tax for the year ended March 31, 2024 was INR 240.67 crore as
compared to INR 176.03 crore for the year ended March 31, 2023. Total Comprehensive Income
stood at INR 154.27 crore for the year ended March 31, 2024 compared to INR 134.34 crore
for the previous year.
4. PRODUCTION
Urea
Your Company achieved production of 4,34,697 MTs during the year against the reassessed
capacity of 3,79,500 MTs compared to 3,31,690 MTs during the previous year with necessary
approval.
Di-Ammonium Phosphate (DAP) and Complex Fertilizers
Your Company produced 3,20,423 MTs of Phosphatic Fertilizers during the year compared
to 2,29,826 MTs in the previous year, based on the availability of raw materials. Ammonium
Bi-Carbonate (ABC)
Production of ABC at 12,490 MTs during the year compared to 11,004 MTs in the previous
year.
5. SALES
During the year, your Company sold 4,34,700 MTs of Urea compared to 3,30,934 MTs in the
previous year. Sale of manufactured Phosphatic Fertilizers were 3,20,425 MTs compared to
2,53,116 MTs in the previous year. Sale of imported fertilizers were 1,16,403 MTs against
30,180 MTs in the previous year.
Sulphonated Naphthalene Formaldehyde (SNF)
The Company sold 13,800 MTs of SNF during the year, compared to 17,081 MTs in the
previous year. The Company has continued with new product variants for applications in
newer areas to improve plant utilization, in order to de-risk its focus on construction
chemical industry.
Agri Advisory Service
The Company provides a comprehensive range of Agri Advisory Services designed to
educate and inform farmers and Agri input dealers on various topics, including fertilizer
use efficiencies, integrated health and other agricultural techniques. To accomplish this,
it regularly organize market development programs that cater to both farmers and dealers.
These programs include its Farmer-Connect initiatives such as Soil Health Days, Farmers
Meetings, Crop Seminars, Method Demonstrations, Field Days and Intensive Farmer Connect
Programs. Additionally, the Company actively engage with rural school children through its
"Mangala Raitha Prathibe" project, aiming to educate them about farming and
modern agriculture, thereby inspiring them to pursue agriculture as a profession or
develop a connection with the agricultural sector.
Expansion of Sulphuric Acid Production Capacity
Your Company has taken up project to expand its sulphuric acid production capacity from
100 to 400 t/d. It is scheduled for completion in August 2025. The sulphuric acid shall be
used for captive consumption for production of NP 20:20:00:13 and other products,
substituting import/ purchase of the acid significantly. Surplus steam from the sulphuric
acid plant shall be utilized in urea production.
6. WORKING CAPITAL
The subsidy receivables decreased during the year on account of reduction in commodity
prices despite depreciation of rupee. The estimated interest cost on account of delay in
subsidy payment was INR 7.33 crore for the year 2023-24.
7. FERTILIZER POLICY
The New Pricing Scheme is notified by Government of India [GOI] for Urea and various
policies are issued from time to time under the Scheme and we are governed by the extant
policy guidelines.
The Nutrient Based Subsidy Scheme (NBS) was introduced by
1, 2010 after de-controlling the theGOIwitheffect
DAP/complex fertilizers, where annual/bi-annual concession rates are announced leaving
the market realization to reflect the fluctuations in respective commodity prices.
However, the GOI is monitoring the market realization with guidelines and its
reasonableness.
8. SAFETY, HEALTH, ENVIRONMENT AND POLLUTION CONTROL
Safety
During the year, periodic audits of Safety, Health and Environment Management System
were carried out by M/s. Det Norske Veritas. Your Company has taken measures to
further strengthen safety systems inside the factory including the following:
New version of awareness film explaining our manufacturing facility, safety, health and
environmental management systems has been produced incorporating the latest details, in
both English and Kannada languages.
This film will be screened during MCF's Public Awareness
Programs.
A visitor safety orientation film has been made to explain about the basic safety
requirements to the visitors to the factory.
2 Nos. Trolley Mounted Breathing Apparatus sets have nutrient management,been
procured for providing respiratory protection to thesoil personnel during online
maintenance jobs.
Pneumatic leak sealing kits have been procured for any emergency sealing of
leaks in pipelines, road tanker body etc.
Emergency water spray system coverage has been expanded further based on safety
audit.
Safety facilities are strengthened by adding more Emergency Life Breathing
Apparatus (ELBA), horizontal fixed anchorage life line system for fuel oil tanker
unloading area in DAP plant, High Velocity Water Spray System (HVWS) for 4 numbers of
transformers.
Third party safety audit of the entire factory was carried out. Extensive training
programs related to fire prevention and basic firefighting, usage of breathing apparatus,
usage of personal protective equipment, emergency management, work permit system, Safety,
Health and Environment management system, were organized for employees. In-house HAZOP
workshop was conducted for all managers and engineers involved in the change management
process. Regular mock drills were conducted to check the emergency preparedness.
Promotional campaigns like National Safety Day, Fire Service Week and Chemical Disaster
Prevention Week were undertaken.
Firefighting training is being conducted regularly to train the employees and also
contractors' workman. MCF received Unnatha Suraksha Puraskara' - the "1st
prize'' in the state level safety awards instituted by National Safety Council, Karnataka
Chapter for the category of industries involved in the manufacture of Iron, Steel,
Aluminium, Cement & Fertilizers, for the best management systems and safety
performance in the years 2021 and 2022.
MCF was awarded Safety award for the "Best Safe Industry (1st Prize) - Mega
Industries category" in the Mysore Region Safety Awards - 2024 instituted by the
Department of Factories, Boilers, Industrial Safety and Health, Govt. of
Karnataka.
MCF team won the 1st prize in the Mysore Region Safety Quiz Competition -
2024, organized by the Department of Factories, Boilers, Industrial Safety and Health,
Govt. of Karnataka on the occasion of 53rd National Safety Day celebrations and
3rd prize in the Inter Industry Safety Quiz Competition, conducted by the
National Safety Council, Karnataka Chapter, Mangaluru Action Centre for the industries in
Dakshina Kannada and Udupi Districts.
Medical services
Annual medical examinations for 2023-24 were conducted for all employees which included
general physical examination, systemic examination and laboratory investigations and
employees with abnormal findings were advised accordingly.
Special tests like Pulmonary Function test, Audiometry and
Vision test were also conducted for identified employees as per Statutory requirement.
Health data of all the employees were recorded in Health Register-Form No.16 as per the
requirement.
Medical examination of the canteen workers was conducted covering tests for any
communicable diseases. Employees of Ammonium Bi Carbonate Plant were examined for any
communicable/skin diseases and were immunized against diseases like Hepatitis B and
Tetanus as per schedule. Health awareness programme on subjects like kidney stones - causes,
management & treatment, family planning were conducted by experts for employees and
contract employees.
First aid training programmes were conducted for employees and contract workers
regularly by Professional Faculty. Awareness programmes on "Health and Personal
Hygiene" were conducted regularly for canteen workers and ABC Plant employees.
Voluntary blood donation camp was organized at OHC in the month of March 2024 in
association with Blood Bank, KMC Hospital, Mangalore.
Free Eye Check-up camps were conducted at Konaje, Kavoor and Hosabettu (Dakshina
Kannada District), Karkala (Udupi District) and Shanthalli (Kodagu District) in
association with Justice K.S. Hegde Charitable Hospital, Deralakatte.
Artificial Limbs were distributed to 15 beneficiaries and 6 people received Hearing
Aids. Medical equipment worth about INR 10 Lakhs were distributed to Govt. Ladygoschen
Hospital, Govt. TB & Chest diseases Hospital and Govt.
Health Centres at Kulai and Bejai, Mangalore.
Environmental management
As an ISO 14001 certified Company, many environmental management programs have been
implemented to improve the environmental performance of the Company. The Company has
changed its Feedstock and Fuel from
Naphtha to cleaner Natural Gas which has significantly reduced Sulphur Dioxide
emissions.
Your Company has achieved zero liquid discharge status in 2010 by upgrading its
effluent and sewage treatment plants to recover and reuse the treated waters. The
rainwater harvesting system and sewage treatment plants are already installed at township
for employees. In addition to the existing 64 acres of green belt in manufacturing site,
your Company has planted 3,000 saplings during 2023-24. Environmental Management System
(EMS) in line with the new version, ISO 14001:2015 was adopted during the year 2017 and
was recertified by M/s. Det Norske Veritas,
Bangalore during the year 2020. Your Company has installed Continuous Ambient Air
Quality Monitoring (CAAQM) station inside factory premises for continuous monitoring of
ambient air quality. Ambient air quality data from CAAQM station is being displayed in LED
display board at the entrance of the factory facing National highway for public
information. Your Company has also installed Continuous Online Monitoring Systems in Urea
prill tower, Di Ammonium Phosphate plant stack, Sulphuric Acid plant stack. Online
analyser for NOx measurement in Captive Power Plant stacks and main plant Boiler stacks
were installed and commissioned during the year 2020-21 as per the Central Pollution
Control Board (CPCB) guidelines. Data from all the online analysers are continuously being
transmitted to CPCB.
In-house Environment Laboratory at factory has been assessed and accredited in
accordance with standard ISO/ IEC 17025:2017 by National Accreditation Board for Testing
and Calibration Laboratories (NABL). Lighting in the entire complex including hazardous
area lighting has been now converted to LED lighting. The Company has installed roof top
solar PV plant of capacity 251.23 KWP. "E-waste Collection Facility" has been
provided inside factory and also at MCF Township for collection and disposal of E-waste
generated in a scientific manner. A Biogas plant installed to generate cooking gas from
canteen food waste is operational and is contributing towards savings of natural
resources. Company has installed Organic waste composting facility at its township to
treat the wet waste generated in the colony houses.
The Company has registered itself with CPCB with respect to Plastic Waste Management
Rule 2016 as Brand Owner and has engaged a Waste Management Agency for collection,
transportation and recycling of the plastic waste generated in the market. EPR
requirements under Plastic Waste Management Rules notified by CPCB is being complied with.
The Company has installed and commissioned highly efficient oxidizing biocide
generating system based on most advanced technology available in market to produce
Chlorine dioxide for treatment of circulating water of cooling tower, replacing the
conventional generators. It has improved the circulating water quality further, reduced
blow down quantity and hence generation of trade effluent.
Green Power
Your Company has taken up initiative by commissioning Roof Top Solar Photo Voltaic
System with a capacity of 251.23 kWp at plant in Mangalore in January 2019. During the
year, 3,08,392 kWh and since commissioning, 16,35,948 kWh, of solar power was generated.
9. ANNUAL RETURN
Annual Return referred to in Section 92(3) of the Companies Act, 2013 will be available
on the website of the Company i.e. https://www.mangalorechemicals.com/investor/annual_
return
10. a) BOARD MEETINGS
During the year, six Board Meetings were held on May
11, 2023, August 07, 2023, October 20, 2023, October 30, 2023, February 02, 2024 and
February 07, 2024. The details of the composition of the Board and attendance of
the Directors at the Board Meetings are provided in the Corporate Governance Report
attached as Annexure 5.
b) AUDIT COMMITTEE
During the year under review, seven Audit Committee Meetings were held and all the
recommendations of the Audit Committee were accepted by the Board. The details of the
composition of the Audit Committee and details of committee meetings are given in the
Corporate Governance Report attached as Annexure 5.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period; sufficient
c) theDirectorshavetakenproperand the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financialcontrols are adequate and operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
12. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS & MEETING OF THE INDEPENDENT
DIRECTORS
The Company has received declaration of independence from the Independent Directors and
the same have been noted by the Board of Directors in its meeting held on May 23, 2024. A
separate meeting of the Independent Directors was held on April 27, 2023.
13. DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. N Suresh Krishnan (DIN: 00021965) was appointed as
Additional Director (Non-Executive Director) with effect from March 25, 2023 and his
appointment was approved by the shareholders through postal ballot on May 31, 2023 (last
date of e-voting).
Mr. N Suresh Krishnan is retiring by rotation at the ensuing Annual General Meeting of
the Company and being eligible, offers himself for re-appointment.
Mrs. Kiran Dhingra (DIN: 00425602) was appointed as Additional Director in the capacity
of Non-executive Independent Director with effect her appointment was approved by the
shareholders at the Annual General Meering held on September 26, 2023. Mrs. Rita Menon
(DIN: 00064714), Non-executive Independent Director, has completed her term as an
Independent Director of the Company on July 28, 2023 and accordingly, retired from the
said position.
Mr. Vijayamahantesh Khannur, Company Secretary & Compliance Officer, resigned from
the services of theCompany from the closing hours of July 31, 2023.
Mr. Vighneshwar G Bhat has been appointed as Company Secretary & Compliance Officer
w.e.f October 20, 2023.
In the opinion of the Board of Directors, all the Independent Directors possess
requisite expertise and experience on the roles, rights and responsibilities of
Independent Directors.
14. DIRECTORS TRAINING & FAMILIARIZATION
The Company, in compliance with Regulation 25(7) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, formulates programs to familiarize new
Independent Directors inducted on the Board with the Company, nature of the industry,
business model and their roles and responsibilities.
15. PERFORMANCE EVALUATION
Pursuant to the provisions of the Section 134, 178 and Schedule IV of the Companies
Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the following performance evaluations were carried out:
a. Performance evaluation of the Board, Chairman and non-Independent Directors by the
Independent Directors;
b. Performance evaluation of the Board, its committees and Independent Directors by the
Board of Directors; and
c. Performance evaluation of every Director by the Nomination and Remuneration
Committee.
The evaluation process covered adequacy of the composition of the Board and its
Committees, disclosure of information to the Board and Committees, performance of duties
and obligations, governance parameters, participation of the members of the
Board/Committees and fulfilment of independence criteria and maintaining independence from
the management by the Independent Directors. Based on the evaluation done by the
Directors, the performance of the Board, its Committees and the Directors was satisfactory
and the quality, quantity and timeliness of flow of information between the management and
the Board was appreciable.
16. NOMINATION AND REMUNERATION POLICY
Based on the recommendation of the Nomination and Remuneration Committee, the Board
has approved the Nomination and Remuneration Policy. The Nomination and Remuneration
Policy provides for constitution & role of Nomination and Remuneration Committee,
guidelines on procedure for appointment/removal of Director, Key Managerial Personnel or
at Senior Management level, recommendation for remuneration, compensation and commission
to be paid to the Managing Director/Whole-time Director/Non Executive Directors and
carrying out evaluation of performance of every Director and Key Managerial Personnel. The
Nomination and Remuneration Policy is placed on the website of the Company i.e.
https://www.mangalorechemicals.com/assets/frontend/pdf
s/8NominationandRemunerationPolicyNew.pdf
17. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company does not have any subsidiary, associate or joint venture.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of the Companies Act, 2013 the Board of Directors have
constituted a CSR Committee. Based on the recommendation of the CSR Committee, the Company
has formulated a comprehensive CSR policy. During the year under review, two CSR Committee
Meetings were held. The details of the composition of the CSR Committee and details of
committee meetings are given in the Corporate
Governance Report attached as Annexure 5.
A report on the Corporate Social Responsibility activities carried out by the Company
during the year 2023-24 is attached to this report as Annexure 1.
19. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has established a vigil mechanism through Whistle Blower Policy and the
Audit Committee of the Company is responsible to review periodically the efficient and
effective functioning of the vigil mechanism, to deal with instances of fraud and
mismanagement and suspected violations of the Company's Code of Business Conduct and
Ethics, if any.
The Whistle Blower Policy provides for adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has also provided direct
access to the Chairman of the Audit Committee on reporting issues concerning the interests
of the employees and the Company. The Whistle Blower Policy is placed on the website of
the Company i.e., https://www.mangalorechemicals.
com/assets/frontend/pdfs/11WhistleBlowerPolicynew.pdf
20. RISK MANAGEMENT
The Company has the requisite processes and procedures in place to identify and assist
in minimizing exposure to risk that threaten the existence of the Company. Based on the
recommendation of the Risk Management Committee, the Board has put in place a risk
management policy to monitor and review potential risks. The heads of departments
regularly review and assess the departmental policies/procedures and identify risks,
perform analysis of the frequency and severity of potential risks, select the best
techniques to manage risk, implement appropriate risk management techniques and monitor,
evaluate and document results.
21. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013 during the year. The details of the investments
made by Company are given in the notes to the financial statements.
22. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year were at arm's
length. All related party transactions were approved by the Audit Committee and the Board
of Directors. The details of related party transactions as per Form AOC 2 is enclosed as
Annexure 2 to the Directors' Report. There were no related party transactions made by the
Company with the Promoters, Directors and Key Managerial Personnel which may have a
potential conflict with the interest of the Company at large.
23. DEPOSITS
The Company has not accepted any deposits in the past or during the year.
24. STATUTORY AUDIT
The Statutory Auditors, M/s. PKF Sridhar & Santhanam LLP, were appointed to hold
office from the conclusion 55th Annual General Meeting till the
conclusion of 60th Annual General Meeting of the Company.
25. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed
M/s. Kedarnath & Karthik, Practicing Company Secretaries to undertake the Secretarial
Audit of the Company for the year 2023-24. The Secretarial Audit report is annexed
herewith as Annexure 3.
26. COST RECORDS & COST AUDIT
The Company is required to maintain cost records as per Section 148(1) of the Companies
Act, 2013, and accordingly such accounts & records are made and maintained. The
Company appointed Mr. Y K Venkatesh, Cost Accountant, Membership No. 5294, as the Cost
Auditor for the year 2023-24. The Cost Audit Report for the year ended March 31, 2023 was
filed by the Company with the Ministry of Corporate Affairs on August 22, 2023.
27. AUDITORS' REPORT
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditor, Secretarial Auditor and Cost Auditor in their respective reports. No frauds have
been reported by the Auditors during the year.
28. MATERIAL CHANGES & COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this report.
29. SIGNIFICANT & MATERIAL ORDERS
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and the Company's operations in future.
30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has adequate systems of internal control in place, which is commensurate
with its size and the nature of its operations. The Company has designed and put in place
adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its
business, including adherence to Company's policies, safeguarding its assets, prevention
and detection of fraud and errors, accuracy and completeness of accounting records and
timely preparation of reliable financial information.
These documents are reviewed and updated on an ongoing basis to improve the internal
control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP)
system to record data for accounting and managing information with adequate security
procedure and controls.
31. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
32. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, are provided in Annuexure 7 to this report. However,
in terms of Section 136 of the Companies Act, 2013, this report is being sent to all the
members of the Company excluding the information required pursuant to Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The said particulars are available for inspection by
the Members at the Registered Office of the Company.
33. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. No complaint has been filed or pending before the
Committee during the year.
34. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 4
attached to this report.
35. OTHER DISCLOSURES UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND SCHEDULE
V OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
No application was made or any proceedings filed against the Company under the
Insolvency and Bankruptcy Code, 2016 during the Financial Year 2023-24. The Company has
not given any Loans and advances in the nature of loans to firms/companies in which
Directors are interested. There were no one time settlement against any of the loan
availed by the Company from the Banks or Financial Institutions during the Financial Year
2023-24.
36. CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. The Board endeavors to
adhere to the standards set out by the Securities and Exchange Board of India (SEBI) on
corporate governance practices and accordingly has implemented all the mandatory
stipulations.
A detailed Corporate Governance Report in line with the requirements of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 regarding the corporate
governance practices followed by the Company and the certificate from Practicing Company
Secretary relating to compliance of mandatory requirements along with Management
Discussion and Analysis report are given as Annexure 5 and 6 respectively. A statement
regarding opinion of the Board, with regard to integrity, expertise and experience
(including proficiency) of the Independent Directors appointed during the year is given in
Corporate Governance Report annexed as Annexure 5.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to amended Regulation 34(2)(f) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, business responsibility and sustainability
report is annexed as Annexure 8.
38. COMPOSITE SCHEME OF ARRANGEMENT
The Board of directors at its meeting held on 7th February, 2024,
approved the proposal of composite scheme of arrangement amongst the Company, Paradeep
Phosphates Limited ("Transferee Company") and their respective shareholders and
creditors ("Scheme") under Sections 230 to 232 of the Companies Act, 2013.
The copy of the proposed Scheme along with the relevant documents are available on the
website of the Company. Currently, the regulatory approvals are in progress.
39. ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for the guidance and
advice given by Mrs. Rita Menon and Mr. Vijayamahantesh Khannur.
Your Directors thank the Company's clients, vendors, investors and bankers for their
support. Your Directors also wish to place on record their appreciation of the excellent
performance of the employees.
Your Directors express their gratitude to the Government of India, the State
Governments, the Customs and Excise
Departments and other government agencies for their support and look forward to their
continued support in the future.
For and on behalf of the Board of Directors, |
Akshay Poddar |
Chairman |
DIN: 00008686 |
May 23, 2024 |