To the Members,
Your Directors have pleasure in presenting the Fifty Sixth Annual
Report of Mangalore Chemicals & Fertilizers Limited ("Company") together
with the Audited Statement of Accounts for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
(INR in crore)
|
2022-23 |
2021-22 |
Revenue from operations |
3,641.52 |
2,895.58 |
EBITDA |
340.08 |
234.62 |
Finance Costs |
104.38 |
49.40 |
Depreciation |
59.67 |
50.56 |
Profit before tax |
176.03 |
134.66 |
Tax expense |
41.37 |
46.80 |
Profit after tax |
134.66 |
87.86 |
Other Comprehensive Income/(Loss) |
(0.32) |
(0.20) |
Total Comprehensive Income |
134.34 |
87.66 |
Earnings Per Share (Basic & Diluted) INR |
11.36 |
7.41 |
Net Worth |
803.19 |
683.07 |
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. www.mangalorechemicals.com/investor/investor dividend distribution policy
3. REVIEW OF OPERATIONS
The revenue from operations for the year ended March 31, 2023 was INR
3,641.52 crore as compared to INR 2,895.58 crore for the year ended March 31, 2022.
The profit before tax for the year ended March 31, 2023 was INR 176.03
crore as compared to INR 134.66 crore for the year ended March 31, 2022. Total
Comprehensive Income stood at INR 134.34 crore for the year ended March 31, 2023 compared
to INR 87.66 crore for the previous year.
4. PRODUCTION Urea
Your Company achieved production of 3,31,690 MTs during
the year against the reassessed capacity of 3,79,500 MTs on account of
shutdown of urea plant for implementation of Energy Improvement Project in Ammonia Plant
compared to 4,29,000 MTs during the previous year with necessary approval.
Di-Ammonium Phosphate (DAP) and Complex Fertilizers
Your Company produced 2,29,826 MTs of Phosphatic Fertilizers during the
year compared to 2,51,854 MTs in the previous year, based on the availability of raw
materials.
Ammonium Bi-Carbonate (ABC)
Production of ABC at 11,004 MTs during the year compared to 14,366 MTs
in the previous year.
5. SALES
During the year, your Company sold 3,30,934 MTs of Urea compared to
4,31,110 MTs in the previous year. Sale of manufactured Phosphatic Fertilizers were
2,53,116 MTs compared to 2,39,959 MTs in the previous year. Sale of imported fertilizers
were 30,180 MTs against 26,010 MTs in the previous year.
Sulphonated Naphthalene Formaldehyde (SNF)
The Company sold 17,081 MTs of SNF during the year, compared to 18,135
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
We provide 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 nutrient management, soil health and other agricultural
techniques. To accomplish this, we regularly organize market development programs that
cater to both farmers and dealers. These programs include our Farmer-Connect initiatives
such as Soil Health Days, Farmers Meetings, Crop Seminars, Method Demonstrations, Field
Days and Intensive Farmer Connect Programs. Additionally, we actively engage with rural
school children through our "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.
6. WORKING CAPITAL
The subsidy receivables increased during the year on account of
escalation in commodity prices coupled with rupee depreciation. The estimated interest
cost on account of delay in subsidy payment was INR 6.80 crore for the year 2022-23.
7. AMMONIA PLANT ENERGY IMPROVEMENT PROJECT
The ammonia plant is revamped based on KBR's design by technological
upgradation, replacement of aged equipment with new generation high efficiency equipment,
recovery of waste heat and optimization of steam usage. The revamp has also increased
about 25% capacity in Ammonia production substituting the part of Company's ammonia
import.
Erection, hook up and commissioning works of the project were carried
out in the second quarter of the financial year during the plant shutdown. The Project was
successfully completed and production was commenced in September 2022. The plant has
completed more than 180 days of operation since completion of the project without major
interruption as on 31st March 2023.
The revamp has considerably improved reliability of Ammonia plant by
replacement of aging equipment.
Utility sections were also strengthened with addition of capacity to
Nitrogen generation, Instrument Air Drying and Cooling water side stream filtrations.
These initiatives have improved reliability of the section.
8. FERTILIZER POLICY
The writ petition filed by the Company before the Hon'ble High Court of
Delhi (DHC) seeking remedy against some restrictive & discriminatory conditions
imposed by the Notification No. 12018/4/2014-FPP dated June 17, 2015, was disposed since
the GOI confirmed that the Company would be eligible for the benefits as are available to
other manufacturers of Urea who have converted their manufacturing processes to gas based
and are now utilizing gas for production of Urea.
The GOI issued Notification No.12012/1/2015-FPP dated March 28, 2018
confirming the availability of benefits to the Company for having converted its
manufacturing process to gas based, on receipt & use of gas for production of Urea and
continuation of existing policy till March 2020.
The Company has filed a writ petition against the DoF before DHC after
its vain representations against arbitrary and discriminatory non extension of existed
energy norms beyond March 2020 and bench marking the cost of production of Urea by using
naphtha with that of gas price of fertilizer companies recently converted to natural gas.
The Nutrient Based Subsidy Scheme (NBS) was introduced by the GOI with
effect from April 1, 2010 after de-controlling the 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.
9. 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 DNV.
Your Company has taken measures to further strengthen safety systems
inside the factory. Fixed Natural Gas leak detectors have been installed in areas of
recently converted (Fuel Oil to Natural Gas) burners of Package Boiler and Dryer
Combustion chamber in the DAP Plant and Standby auxiliary Boiler (IJT) in Ammonia Plant
for early detection and alarm in case of any gas leaks. Addressable Fire Detection/Alarm
system was extended to the Office area of Main Stores, New cable gallery in Captive Power
Plant, Panel area in MPSS and New PLC room. 'Safe- Owl' - a new Fire & Safety
Equipment Inspection software for logging the inspection data of various safety and
firefighting equipment on an online platform - was implemented. This paperless initiative
will improve the process of inspection and improves reliability.
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. Regular mock drills were also 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 every Friday to
train the employees and also contractors' workman.
MCF Team won First Prize in the State Level safety Quiz Competition
organized by Department of Factories, Boilers, Industrial Safety and Health, Government of
Karnataka.
MEDICAL SERVICES
Annual medical examinations 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.
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.
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. Training on proper usage of Spine Board and Splints in handling emergencies was
conducted for the employees regularly.
Free Health Check-up camp was conducted for Loaders and Truck Drivers
in association with Srinivasa Medical College Hospital, Mukka.
Blood donation camp was organized at factory in March 2023 in
association with Indian Red-cross Society on occasion of Adventz Day.
COVID Vaccination camp was conducted in association with Primary Health
Centre, Kulai and total 550 employees/Contract employees received Booster dose of the
vaccine.
Free Eye Check-up camps were conducted at Krishnapura, near Surathkal
and Ballamanja, near Belthangady in association with Justice K.S. Hegde Charitable
Hospital and Artificial Limbs were distributed to 11 beneficiaries, both as part of CSR
Activity.
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 2,000 saplings during 2022-23.
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. All the on- line analysers are functioning and the data is being transmitted
to CPCB continuously.
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. Over 5,750 LED light
fittings were installed over past three years with focus on reducing energy consumption.
Installed "Solar water heater" for our Industrial canteen. 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 is 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 one Waste Management Agency for
collection, transportation and recycling of the plastic waste generated in the market. The
activity is completed for the year 2022-23 and will be continued for the year 2023-24.
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, 2,99,131 kWh and since commissioning, 13,27,556 kwh, of solar power was
generated.
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 i.e.
www.mangalorechemicals.com/investor/annual return
11. a) BOARD MEETINGS
During the year, seven Board Meetings were held on May 17, 2022, July
07, 2022, August 01, 2022, November 03,
2022, January 12, 2023, January 30, 2023 and March 25,
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 5.
b) AUDIT COMMITTEE
During the year under review, five 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.
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
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 11, 2023.
14. DIRECTORS
Mr. Marco Philippus Ardeshir Wadia (DIN: 00244357) was appointed as
Additional Director (Independent Director) with effect from May 13, 2022 and his
appointment was approved by the shareholders through postal ballot on July 31, 2022 (last
date of e-voting).
Mr. Shubhabrata Saha (DIN: 03036747) Managing Director, resigned from
the services of the Company from the closing hours of November 03, 2022.
Mr. Nitin Manguesh Kantak (DIN: 08029847) was appointed as Whole-time
Director of the Company for a term of 3 years with effect from November 03, 2022 to
November 02, 2025 and his appointment was approved by the shareholders through postal
ballot on December 30, 2022 (last date of e-voting).
Mr. Sabaleel Nandy (DIN: 08677564) was appointed as Additional Director
(Non-Executive Director) with effect from November 03, 2022, his appointment was approved
by the shareholders through postal ballot on December 30, 2022 (last date of e-voting) and
resigned on March 25, 2023.
Mr. N Suresh Krishnan (DIN: 00021965) was appointed as Additional
Director (Non-Executive Director) with effect from March 25, 2023.
Mr. Akshay Poddar (DIN: 00008686) Non-Executive Director and Chairman
of the Company is retiring by rotation at the ensuing Annual General Meeting of the
Company and being eligible, offers himself for re-appointment.
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.
15. 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.
16. 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.
17. 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. www.mangalorechemicals.com/ investor/investor nomination remuneration policy.
18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company does not have any subsidiary, associate or joint venture.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of the Companies Act, 2013 the Board of Directors
have constituted a CSR Committee and also approved the CSR Policy.
Terms of Reference:
The CSR Committee formulates and recommends to the Board a CSR Policy
which shall indicate the activities to be undertaken by the Company, as specified in
Schedule VII of the Companies Act, 2013. The Committee also recommends the amount of
expenditure to be incurred on CSR activities and monitors the CSR Policy of the Company
from time to time. Other terms of reference are given below;
The Corporate Social Responsibility Committee shall meet atleast
once in a financial year.
The quorum for the meetings shall be at least 2 members.
The Committee shall recommend the amount of expenditure to be
incurred on the CSR activities on an annual basis.
The Committee shall monitor & recommend to the Board changes
to the Corporate Social Responsibility Policy from time to time.
The Company Secretary shall act as the secretary of the CSR
Committee.
During the year, the Committee met twice on May 17, 2022 and
July 07, 2022. The attendance at the meeting was as follows:
Name of the member |
Status |
No. of meetings attended |
Rita Menon |
Chairperson |
2 |
D A Prasanna |
Member |
2 |
Shubhabrata Saha$ |
Member |
2 |
Nitin M Kantak@ |
Member |
- |
$ upto 03.11.2022, @ w.e.f. 03.11.2022 Based on the recommendation of
the CSR Committee, the Company has formulated a comprehensive CSR policy. The detailed
Annual Report on Company's CSR activities is furnished in Annexure 1 attached to this
report.
20. 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., www.mangalorechemicals.com/investor/ investor
whistle blower policy.
21. 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.
22. 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.
23. 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.
24. DEPOSITS
The Company has not accepted any deposits in the past or during the
year.
25. STATUTORY AUDIT
The Statutory Auditors, M/s PKF Sridhar & Santhanam LLP, were
appointed to hold office from the conclusion of 55th Annual General Meeting
till the conclusion of 60th Annual General Meeting of the Company.
26. 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 Mr. S Kedarnath, Practicing Company Secretary to undertake the
Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit report is
annexed herewith as Annexure 3.
27. 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 2022-23. The Cost Audit Report for the year ended March
31, 2022 was filed by the Company with the Ministry of Corporate Affairs on August 04,
2022.
28. 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.
29. 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.
30. 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.
31. 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.
32. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
33. 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 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. The said particulars are
available for inspection by the Members at the Registered Office of the Company.
34. 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.
35. 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.
36. 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 2022-23. 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
2022-23.
37. 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.
38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to amended Regulation 34(2)(f) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the top 1000 listed
companies based on market capitalization calculated as on March 31 of every financial
year, need to prepare Business Responsibility and Sustainability Report in the format as
specified by SEBI vide its circular dated May 10, 2021. Accordingly, your Company being
one of the top 1000 listed companies based on market capitalization as on March 31, 2023,
has prepared business responsibility and sustainability report which is annexed as
Annexure 7.
39. ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the guidance and advice given by Mr. Shubhabrata Saha and Mr. Sabaleel Nandy.
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.
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