To the Members,
Your Directors have pleasure in presenting the Forth first Annual
Report of Paradeep Phosphates Limited ("Company") together with the Audited
Statement of Accounts for the financial year ended 31st March 2023.
1. FINANCIAL HIGHLIGHTS
(Rs in Crores)
| Particulars |
Standalone |
|
2022-23 |
2021-22 |
| Total income |
13,431.79 |
7,897.99 |
| Finance Costs |
291.24 |
85.54 |
| Depreciation |
175.15 |
90.46 |
| Profit before tax |
425.66 |
534.38 |
| Tax expense |
121.97 |
136.54 |
| Profit after tax |
303.69 |
397.84 |
| Other Comprehensive Income |
0.69 |
(0.46) |
| Total Comprehensive Income |
304.38 |
397.38 |
| Earnings Per Share |
3.89 |
6.91 |
| (Basic & Diluted) ' |
|
|
2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
There was no change in the nature of business of the Company during the
year.
3. REVIEW OF OPERATIONS
During the financial year, on a standalone basis, the Company recorded
operating revenue of Rs 13,340.72 Crores which is 69.76% higher compared to the
revenue for the previous financial year.
The profit before tax for the year ended 31st March 2023 was Rs 425.66
Crores as compared to Rs 534.38 Crores for the year ended 31st March 2022. Net
Profit was Rs 303.69 Crores for the year ended 31st March 2023 compared to earlier
year's Rs 397.84 Crores. Total Comprehensive Income stood at Rs 304.38
Crores for the year ended 31st March 2023 compared to Rs 397.38 Crores for the
previous year.
During the financial year your company has added significant capacities
through organic as well as inorganic route. This includes completion of revamp of four
granulation trains at Paradeep site resulting in a daily average production run-rate of
5000 MT December 2022 onwards, thereby meeting the revamp targets and also completion of
the acquisition of the Goa plant which has in turn added 1.2 Million MT to our overall
capacity
4. Capital Project
At Pardeep Plant
• Installation of new Ship unloader at PPL Jetty, Paradeep which
is ease for operation and maintenance, environment friendly as dust free and provide for
fast unloading. The Erection of the installation started in January 2023 and expected to
complete by end of May 2023.
• The Company Completed one of its prestigious expansion project -
revamp of the four granulation (DAP/NPK) trains (A, B, C & D) at its Paradeep Unit
with object to improve production throughput, improve product quality, and reduce
emissions. Following successful commissioning, production from each train is ramped-up to
the optimal level and, following the revamp, daily production volumes combining all four
trains exceed 5000 MTPD on a consistent basis, with a product mix of DAP & NP20.
Company recorded the highest daily and monthly production volumes during the month of
December 22 as a result of production ramp-up, and is preparing to achieve new highs of
150,000 MT monthly & 1.8 Million MT annual production volumes in the next few months
and years.
As a result of the revamp, granulometry (between 2 and 4 mm, an average
of 90%) as well as the environmental standards (ammonia emissions of 50 mg/NM3 and
fluorine emissions of 5 mg/ NM3) have both been improved. As a result of improved product
quality following the revamp, Company's brand image will be further enhanced on the
market. Company's top and bottom lines will increase significantly in the coming years due
to the addition of 25% production volume resulting from an increase in production rate
through revamp
• The setting up of a new Phosphoric acid Plan was awarded to M/s
Thyssenkrupp Industrial Solution India Private Limited/ Prayon (Belgium) to increase our
Phosphoric acid annual production by 120,000 MT. The Expected commissioning by JulyRs 23.
Further the installation of 4th Evaporator of capacity 350 TPD is under pre-commissioning
which will increase annual production of strong Phosphoric acid by 116,000 MT.
• To support the above project with LP steam, power and sulphuric
acid the Company is in process of setting up of up of 1500 TPD Sulphuric acid plant along
with a 23 MW power plant. The Company has obtained the environment Clearances for project
and expected completion by 2025.
At Goa Plant
• In order to comply with the revised energy norms set forth in
NUP-2015 Policy notified by Department of Fertilizers, Government of India, the Company
had conceptualised an Energy Savings Project (ESP) with target Specific Energy Consumption
of Urea at 6.1GCal/MT Accordingly, the services of M/s CASALE were engaged to carry out
the Process Design Package (PDP) for the ESP schemes and their integration. The PDP
package has been developed to bring down the Urea Energy to 6.1 GCal/MT.
The retrofit of the Ammonia Converter and installation of the
downstream Synthesis Loop Boiler (Phase I) shall be executed in Nov-Dec 2023 and will
bring the Urea Energy to 6.4Gcal. MT The balance interventions (Phase II) as per the PDP
shall be executed in May 2025.
In order to further bring down the Urea energy, a new Gas Turbine based
Cogeneration plant has been conceptualised to replace the existing Steam Turbine based
Cogeneration plant. This will help bring down the Urea Energy to 5.8GCal/MT. This
modification shall be executed in May 2025 along with Ammonia plant Phase II modification
proposed by Casale in the PDP
• In addition, a new 5000MT Atmospheric Ammonia Storage tank is
proposed to be installed in the plant which would in time, replace the existing Horton
Spheres in the plant.
• A new 350 MTPD Sulphuric Acid plant is being conceptualised
which would enable PPL - Goa Unit to produce high NPS grades (such as 20-20- 0-13) as well
as provide Power and thereby reduce the dependency on the Power Grid. We would also be
able to cater to Sulphuric Acid requirements in the nearby markets.
• The existing material storage facilities are being augmented to
facilitate larger storage for Phosphoric Acid, Potash and filler material. This will help
in obtaining larger parcel of imports as well as provide adequate buffer for continuous
production.
• As a part of ESG, Solar power shall be generated from the
roof-top of the Administration building as well as from a floating Solar power plant over
the dam water reservoir located near the factory. The floating power plant will also help
reduce the evaporation losses.
• Other infrastructure like renovation of the administration
building, a new factory Gate and new Colony for employees is being conceptualised.
5. TRANSFER TO RESERVES
Board of Directors has not proposed to carry any amount to any reserve
account during the year.
6. DIVIDEND
Your Board of Directors have recommended dividend of Rupee 0.50 per
equity share of face value of Rs 10 each, for the Financial Year 2022-23. The
dividend distribution policy is available on the website of the company i.e.
https://www.paradeepphosphates.com/ investors/corporate-governance#policies
7. SHARE CAPITAL Authorised Capital
The authorised share capital of the Company as on 31st March 2023 was Rs
10,000,000,000 (Rupees one thousand crores) divided into Rs 9,000,000,000
(Rupees nine hundred crores) consisting of 900,000,000 (ninety crores) equity shares of
face value of Rs 10 each, and Rs 1,000,000,000 (Rupees hundred crores)
consisting of 10,000,000 (one crore) 7% non-cumulative redeemable preference shares of
face value of Rs 100 each"
8. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES
The Equity Shares of your Company are listed on BSE Limited (BSE) and
the National Stock Exchange of India Limited (NSE) with effect from 27th May 2022,
pursuant to Initial Public Offering ("IPO") of the Company by way of a Fresh
Issue and an Offer for Sale.
9. SAFETY, HEALTH, ENVIRONMENT
The Company continues its environment and safety initiatives and has
successfully implemented internationally recognised Environment & Safety Standards and
is an ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018, Protect & Sustain certified
organisation and NABL accreditation ISO/IEC 17025:2017 from The National Board for Testing
& Calibration Laboratories
The Company is commitment to protect environment as a corporate
objective by implementing the new initiatives continuously. It includes mechanised auto
wheel wash system, IP Surveillance camera covering all Stacks & plant and connected to
RT-DAS server of OSPCB as a new initiative in addition to continuous Ambient Air Quality
Monitoring Stations, Continuous emission Monitoring System for Sulphuric acid, Phosphoric
acid & DAP/NPK Plant's Stack and Continuous effluent monitoring system connected to
RT-DAS server of OSPCB /CPCB..
The Company is conscious of the importance of environmentally clean and
safe operations to ensure safety of all concerned, compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the
extent possible. Generation of green power from waste heat of Sulphuring acid plant
leading to Zero fuel consumption, Installation of 255 KW Solar power in township, Zero
Effluent Discharge maintained during the non-monsoon at Paradeep plant.
The Company has initiated the projects towards circular economy, this
system ensures that waste is utilised in an environment friendly manner. New technologies
and initiatives are also explored to manage the waste more effectively. It includes
development of Zypmite and setting up manufacturing facility at PPL unit, use of NPG in
road construction in consultation with of CPCB & CRRI which is approved by Indian Road
Congress (IRC). The Company has tied with IMMT, Bhubaneswar for conversion of Phospho
Gypsum in to alkaline material by mixing banana peduncle biomass in powder form to utilise
in soil conditioning. The Company has tied with CSIR-National Environmental Engineering
Research Institute (CSIR-NEERI), Nagpur to carry out Comprehensive study on Management of
Solid Wastes and Wastewater at Goa unit. Trainings are also imparted to the employees on
the importance of waste management and encouraged them to adopt practices that reduce
waste generation.
The Company puts continuous efforts towards creating a positive impact
on our premises & surroundings to maintain the biodiversity. The vast green cover
occupying more than 39 % of the total area and numerous water bodies make for a
comfortable habitat for terrestrial and aquatic lives. Migratory Birds are arriving every
year in the PPL premises, more than thirty thousand with fifty-nine variety of species.
Dept. of Forest, Govt. of Odisha is conducting Birds census every year in the PPL
premises. Further the Company's
Fertilizer Plant at Goa continues to be a 'Zero Effluent Discharge
Plant' since 1990 and the man-made green belt around the Complex continues to flourish and
attract a variety of birds and animals.
The Company has been putting all efforts for reduction in end-user
Plastic waste and setting an example for other companies. The Company is closely working
with GEM Enviro Management Private Limited which is a Waste Management Agency (WMA) that
specializes in collection and aggregation of all kinds of packaging waste in a
professional and organised manner backed by technology on PAN India basis.
The Company is working with GEM not just to fulfil our EPR (Extended
Produced Responsibility) compliances under guidelines stipulated under PWM Rule 2016,
amended 2018, but be the torchbearer when it comes to managing postconsumer plastic waste.
Under our EPR Activity, the plant at Goa, in 2022-23 has diverted approximate 1440 tonnes
of Post-Consumer Plastic Waste from landfills to recycling and thus contributing towards a
greener and cleaner environment.
Health and Hygiene:
The Company accords high priority to health and hygiene monitoring at
work place. Employees' health assessment and occupational disease monitoring is done
through periodical medical check-up. A well- equipped hospital in the campus at Paradeep
works round the clock to provide health services to the employees and their families.
Necessary training is imparted to employees and workers to enhance their awareness towards
healthrelated matters.
The Company has initiated to make DEFIBRILLATION facility available at
Health Centre at Goa Plant by procuring Automated External Defibrillator which can be used
in the event of severe cardiac conditions like cardiac arrest, of whose incidences have
been very high in recent time. This will be followed by extensive awareness/training
across the industry.
The Company continues to be certified for "Excellence
Certification of Protect & Sustain" stewardship from International Fertilizer
Association. The Company conducted various activities related to Safety, Health &
Environment during National Safety Week, National Road Safety Month, World Environment
Day, National Fire Service Day and Chemical Disaster Prevention Day.
The Company has initiated implementation of Process Safety Management
so as to identify process related risks if any. Safety leadership training programme for
Senior leaders in goa Plant was conducted through British Safety
Council to further strengthen and improve the safety culture. Executives from Paradeep
plant participated three days' workshop on "Chemical Disaster Risk Management"
Disaster Management Institute, Bhopal
"DIGITAL MASS COMMUNITY SAFETY AWARENESS" was conducted by
Goa plant to generate safety awareness within general public on simple precautions to be
taken in the event of ammonia gas emergency in various panchayat areas on giant LED screen
with vehicle, during the Safety week celebration. Simple precautions to be taken in the
event of ammonia gas emergency were played on FM channel to educate and create awareness.
Two days training programme on Occupational Health & Safety, through the Inspectorate
of Factories & Boilers, was conducted for the employees & workers
The Company Received Kalinga Safety Excellence Award-2022 and 13th
"Exceed Award" 2022 on OSH under Platinum Category in recognition of exemplary
efforts in maintaining best safety practices & culture. The Greentech International
EHS Award- 2023 was received by the Company for outstanding achievement in Health &
Safety
Industrial Relations
The Company undertakes a plethora of HR initiatives starting from
talent acquisition, development and retention for longer period. The Company is declared
as a Public Utility Service under the provisions of Industrial Dispute Act. The Employee
Engagement Initiatives are customised to engage the employees in a positive and
constructive way to get maximum satisfaction at the work place. QC/ Kaizen Team have been
increased from 8 to 18 nos. as a part of Employee Engagement Initiative. Training calendar
is designed to fill the identified Competency gaps of the employees. Skill gap is accessed
taking into account of the direct input by employees on the basis of challenges in his
function as depicted by him. The change in approach is to listen to the voice of employees
with respect to their functional requirement. Succession planning and Leadership coaching
are conducted for the high performers. Balance Score Card, the latest and best form of
PMS, is adopted to appraise the performance of employees in effective and efficient
manner.
The wage settlement of regular Staff category of employees has expired
on 31st December 2021 and wage settlement of Contract labour has expired w.e.f. 31st March
2021 and consequent to the
Charter of Demand submitted by the representing contract workers
unions, the concerned contractor establishment have submitted their counter COD to PPDMU
& PPMU. In between, wage settlement for Bagging Contract workers is completed and the
negotiation process for other areas are under progress.
PPL Hospital was declared as authorised Private Covid Vaccination
Centre by the Govt. of Odisha and the facility for vaccination is still available at our
Hospital for future needs.
10. ANNUAL RETURN
Annual Return referred to in Section 92(3) of the Companies Act, 2013
will be available on the website of the Company https://www.paradeepphosphates .
com/investors/corporate-governance#annual-returns
11. a) BOARD MEETINGS
During the year, nine Board Meetings were held on 29th April 2022, 6th
May 2022, 13th May 2022, 20th May 2022, 24th May 2022, 28th May 2022, 2nd August 2023, 4th
November 2022 and 31st January 2023. 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 - A.
b) AUDIT COMMITTEE
During the year under review, six Audit Committee Meetings were held on
28th May 2022, 26th July 2022, 2nd August 2022, 4th November 2022, 23rd January 2023 and
31st January 2023 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- A.
12. 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 and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of 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 financial controls 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.
13. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations
that they meet the criteria of independence as specified in Section 149(6) of the Act and
shall abide by the Code for Independent Directors as specified in Schedule- IV of the Act.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company was having 8 directors as on 31st
March 2023 with seven Non- Executive Directors including four independent directors and a
Managing Director.
The shareholders of the Company by way of postal Ballot resolution
appointed Mr. Subhrakant Panda as an Independent Director to hold office for a term of
three (3) years from 31st January 2022 up to 30th January 2025, not be liable to retire by
rotation.
Mr. Ujjwal Kumar ceased to be a Director of the Company with effect
from 27th May, 2022 on cessation of nomination.
Mr. Marco Philippus Ardeshir Wadia ceased to be a Director of the
Company with effect from 19th September 2022 on completion of his term as Independent
Director of the Company.
The members of the Company on the recommendation of Board approved the
reappointed Mr. N Suresh Krishnan as a Managing Director and Key Managerial
Personnel of the Company for a period of 3 (Three) years with effect from 16th February
2023.
Mr. Bijoy Kumar Biswal has been re-appointed as Chief Financial Officer
and Key Managerial Personnel w.e.f. 1st April 2023
There was no change in Company Secretary of the Company during the year
under review.
Mr. Saroj Kumar Poddar is liable to retire by rotation at the ensuing
Annual General Meeting of the Company. 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.
A certificate obtained by the Company from a company secretary in
practice, confirming that none of the Directors on the Board of Directors of the Company
have been debarred or disqualified from being appointed or continuing as director of
companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or
any such statutory authority, is enclosed as Annexure "D" to this Report.
15. DIRECTORS TRAINING & FAMILIARIZATION
The Company, in compliance with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, formulates programmes to
familiarize new Independent Directors inducted on the Board with the Company. All the
Independent Directors of the Company are made aware of their roles and responsibilities at
the time of their appointment through a formal letter of appointment, which also
stipulates various terms and conditions of their engagement.
Senior management personnel of the Company presents to the Board
Members on a periodical basis, briefing them on the operations of the Company, plans,
strategy, risks involved, new initiatives, etc.,
The Statutory Auditors and Internal Auditors of the Company presents to
the Board Members on Financial Statements and Internal Controls including presentation on
regulatory changes from time to time.
During the year Independent Directors attended the programme which was
scheduled on 24th March 2023. The Management made presentation to the Independent
Directors on the industry overview and business operations, the overview of company's
manufacturing facilities at Paradeep, Odisa and Goa.
16. PERFORMANCE EVALUATION
Pursuant to the provisions contained in Companies Act, 2013 and
Schedule IV (Section 149(8) of the Companies Act, 2013, 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.
17. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION
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
https://www. paradeepphosphates.com/investors/ corporate-
governance#policies.
The disclosure related to the employees under Section 197(12) read with
Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is enclosed as Annexure ‘H' to this Report.
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 in respect of employees of the Company, shall form part of 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 aforesaid information. Any Member,
who is interested in obtaining these particulars about employees, may write to the Company
Secretary at the Corporate Office of your Company.
18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
"Zuari Yoma Agri Solutions Limited", Myanmar continued as a
50:50 joint venture with Yoma Strategic Holdings Limited. Statement containing salient
features of the financial statement of the joint venture under Section 129 of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed
hereto as Annexure-I.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Act and
Companies CSR (Policy) Rules, 2014, your Company has constituted a CSR Committee of the
Board. Based on the recommendation of the Committee, the Board has formulated a CSR Policy
for the Company indicating the CSR activities, modalities of execution, implementation
schedule, and amount of expenditure and monitor the Policy from time to time. A detailed
Report on CSR activities undertaken by the Company during the year, containing the
information in the prescribed format, is annexed hereto as Annexure- G and forms part of
this Report.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has established a vigil mechanism through Whistleblower
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 Whistleblower Policy provides for adequate safeguards against
victimisation 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 Whistleblower Policy is
placed on the website of the Company i.e., https://www .
paradeepphosphates.
com/investors/corporate-governance#policies.
21. RISK MANAGEMENT
The Company has the requisite processes and procedures in place to
identify and assist in minimising exposure to risk that threaten the existence of the
Company. The Board has put in place a risk management policy to monitor and review
potential risks. The brief detail about this policy may be accessed on the Company's
website at the weblink: https://www.paradeepphosphates.com/investors/
corporate-governance#policies 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.
22. LOANS, GUARANTEES OR INVESTMENTS
The details of loans given, Corporate guarantees and investments made
by Company under the provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.
23. UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and other applicable provisions of the Companies Act, 2013 and rules made thereunder there
is no unclaimed / unpaid amounts or shares were transferred to the Investor Education and
Protection Fund (IEPF).
24. RELATED PARTY TRANSACTIONS
Transactions entered by the Company with its related parties were on an
arm's length basis and/or ordinary course of business. Suitable disclosures as required
under Ind AS-24 have been made in Note No. 33 to the Financial Statements. The Company had
not entered into any arrangement/ transaction with related parties which is material in
nature as per the Companies Act, 2013 and accordingly the disclosure of Related Party
Transactions in Form AOC-2 is not applicable.
25. DEPOSITS
The Company has not accepted any deposits in the past or during the
year.
26. STATUTORY AUDIT
The Statutory Auditors, M/s. BSR & Co. LLP Chartered Accountants,
were re-appointed as Statutory Auditors of thr Company at the 40th AGM held on 12th
September 2022 to hold office till the conclusion of 45th Annual General Meeting of the
Company.
27. 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 re-appointed M/s. B. C Debata & Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit
report is annexed herewith as Annexure - E.
28. 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 M/s. S. S. Sonthalia & Co., Cost Accountants, as the
Cost Auditor for the year 2022-23. The Cost Audit Report for the year ended 31st March
2022 was filed by the Company with the Ministry of Corporate Affairs on 8th August 2022.
29. 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.
30. 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.
31. 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.
32. 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.
33. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
34. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions of the Companies Act, 2013. The Consolidated Financial Statements for the
Financial Year ended 31st March 2023 forms part of the Annual Report.
35. EMPLOYEE STOCK OPTION SCHEME
Our Company has formulated an employee stock option scheme, namely, PPL
Employees Stock Option Plan 2021, ("ESOP 2021"). ESOP 2021 was approved pursuant
to a Board resolution and Shareholders' Resolution, each dated 10th August 2021, and
amended pursuant to a Board resolution dated 29th April 2022.
In terms of the SEBI (Share Based Employee Benefits) Regulations, 2014,
as amended from time to time ('SEBI Regulations'), the Nomination & Remuneration
Committee of Board, inter alia, administers and monitors the PPL Employee Stock Option
Plan 2021 of your Company. A certificate from the Secretarial Auditor on the
implementation of your Company's Employees Stock Option Scheme will be placed at
the ensuing Annual General Meeting for inspection by the Members. Further disclosures
pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014,
read with SEBI circular dated 16th June 2015 for the financial year ended 31st March 2023
are available on website of the Company.
36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirement of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and all the employees are covered under this
Policy. Awareness programme on Legislations and remedies related to sexual harassment of
women at workplace has been conducted. No sexual harassment complaint was received during
the year. The Company has complied with provisions relating to the constitution of
Internal Complaints Committee under this Act.
37. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, 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 F attached to this report.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
No application was made or any proceedings filed under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.
39. 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 which given as Annexure - A and the
certificate from Practicing Company Secretary relating to compliance of mandatory
requirements is given as Annexure - B. Declaration by the Managing Director is enclosed as
Annexure "C". 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 A.
Management Discussion and Analysis report for the FY 2022-23, forms part of the Annual
Report.
40. BUSINESS RESPONSIBILITY REPORT
In pursuance of the provisions of the Listing regulations, the Business
Responsibility and Sustainability Report for the Financial Year 2022-23, forms part of the
Annual Report.
41. GENERAL
No disclosure or reporting is made with respect to the following items,
as there were no transactions during 2022-23:
• The issue of equity shares with differential rights as to
dividend, voting or otherwise
• Issue of shares (including sweat equity shares) to employees of
the Company under any scheme except Employees' Stock Options Schemes referred to in this
Report;
• Managing Director and Chief Executive Officer has not received
any remuneration or commission from any of its subsidiaries;
• There was no revision in the financial statements;
• The Company has not made any downstream investments during
2022-23 and hence certificate under FEMA is not required; a
• There was no material subsidiary during the 2022-23
• 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
2022-2023
42. ACKNOWLEDGEMENT
Your Board of Directors take this opportunity to acknowledge the
continued support and co-operation extended by the Shareholders. The Board wishes to place
on record their appreciation of the continued support and cooperation extended by the
Consortium of Bankers, East Coast Railway, Paradeep Port Trust, Government Departments
both at the Centre and the States, Suppliers, Dealers and above all, Farmers. The Board
also wishes to place on record their deep appreciation of the excellent services rendered
by the Employees at all levels during the year.
| For and on behalf of the Board of Directors, |
|
|
Saroj Kumar Poddar |
|
Chairman |
| Date: 17th May 2023 |
DIN: 00008654 |