Dear Members
Your Directors have the pleasure of presenting their Thirty Eighth (38th)
Annual Report together with the Audited Financial Statements for the year ended March 31,
2023.
FINANCIAL RESULTS
In compliance with the provisions of the Companies Act, 2013 (‘Act'), and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations') the Company has prepared its standalone financial statements for the FY
2022-23. The highlights of the standalone financial results of the Company for the FY
2022-23 and FY 2021-22 are as under:
|
in Lakhs except earnings per share) |
Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
4900.89 |
2033.06 |
| Other Income |
23.95 |
9.21 |
Profit / loss before Depreciation, Finance Costs, Exceptional items
and Tax Expense |
4924.84 |
2042.27 |
Less: Depreciation / Amortisation / Impairment |
71.72 |
91.31 |
| Profit / loss before Finance Costs, Exceptional items and Tax Expense |
4853.12 |
1950.96 |
| Less: Finance Costs |
3849.59 |
1762.37 |
| Profit / loss before Exceptional items and Tax Expense |
1003.53 |
188.59 |
| Add / (less): Exceptional items |
0 |
0 |
| Profit / (loss) before Tax Expense |
1003.53 |
188.59 |
| Less: Tax Expense (Current & Deferred) |
236.77 |
51.98 |
| Profit / (loss) for the year(1) |
766.76 |
136.61 |
Other Comprehensive Income / loss (2) |
3.97 |
4.06 |
Total Comprehensive Income (1+2) |
770.73 |
140.67 |
Balance of profit / loss for earlier years |
766.76 |
136.61 |
| Less: Transfer to Reserves |
0.00 |
0.00 |
| Less: Dividend paid on Equity Shares |
93.48 |
41.25 |
| Less: Dividend Distribution Tax |
0.00 |
0.00 |
Balance carried forward |
673.28 |
95.36 |
FINANCIAL RESULTS HIGHLIGHTS
•Revenue from Operations for the year ended 31st March 2023 is D4900.89
lakhs as against D2033.06 lakhs in the corresponding period of financial year,
representing an increase of 141.06%.
•EBT for the year ended 31st March 2023 is D1003.53 Lakhs as against
D188.59 lakhs in the corresponding period of the previous year, representing an increase
of 432.12%
•Net profit for the year ended 31st March 2023 is D766.76 lakhs as
against D136.61 lakhs in the corresponding period of the previous year, representing an
increase of 461.28 %.
•EPS of the Company for the year ended 31st March 2023 stood at D7.67
as compared to D1.45 in its previous year.
During the year under review, your company has done a very remarkable financial result
and achieved a significant turnover of above D4900.89 lakhs for the first time in its
history after completing 38 years. Due to increase in manufacturing, sales and trading
sales and simultaneously increase in conversion activities during the year, the revenue
from operations is increased by 141.06%. from D2033.06 lakhs in previous year to D4900.89
lakhs during the present financial year 2022-23. We as an organization remain vigilant to
the ground developments with confidence and optimism to manage emerging scenarios.
The Company is committed to its vision to emerge as an efficient producer of Valves in
the secondary market. The Company is also focused on increasing capacity utilization of
all units, improving product-mix, reducing operating costs, launching new products and
improving operational efficiency with technology upgradation.
DIVIDEND
During the year, based on the company's performance , the directors are also pleased to
recommend for your consideration and approval for payment of final dividend of D1.5 /- per
equity share of face value of D10/- each for the financial year 2022- 23. The final
dividend on equity shares, if approved by the members would involve a cash outflow of
D1,58,22,000/-. Pursuant to regulation 43A of the SEBI listing regulations, a dividend
distribution policy is available on the company's website viz https://www.atamvalves.in .
SHARE CAPITAL
The paid up equity share capital as on March 31, 2023 stood at D10,54,80,000/-
comprising of 1,05,48,000 shares of D10/- each fully paid shares. During the year under
review, the company has increased its Authorised Capital from D5,00,00,000 to D6,50,00,000
in Extra- ordinary General Meeting held on 20.04.2022. The Company has allotted 23,49,000
Equity warrants optionally convertible into Equity Shares (the total Issue price per
warrant is D52/- convertible into One Equity Share of the Company having face value of
D10/- including a premium of D42/- per equity share) on 10.05.2022, out of which 18,00,000
Equity Warrants were allotted to Mr. Amit Jain, Promoter of the Company and rest 5,49,000
Equity Warrants were allotted to Non- Promoter/ Public Category of the Company.
On, 19.09.2022, 5,49,000 Equity Warrants allotted to Non- Promoter/ Public Category of
the Company were converted into Equity Shares and on 30.09.2022, 6,00,000 (out of
18,00,000 Equity Warrants) allotted to Mr. Amit Jain, Promoter of the Company were
converted into Equity Shares. The funds were utilised for the purpose stated in the
objects and there was no deviation from the same. The company has again increased its
Authorized Capital from D6.50 Crores to D15.00 Crores on 30.09.2022. The company has
issued 52,74,000 Bonus Shares in the ratio of 1:1 on 29.10.2022.
GENERAL RESERVE
The Board of Directors has decided to retain the entire amount of profit for the
Financial Year 2022-23 in the statement of profit and loss.
DEPOSITS
The company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet as per section 73 and 76 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-Appointment
The composition of the Board of Directors and its Committees, viz., Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee are
constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. As on March
31, 2023, the Company has Six Directors comprising of Three Executive Directors and Three
Non-Executive Independent Directors. There are two women directors. In accordance with the
provisions of the Companies Act 2013 read with SEBI (LODR) Regulations, 2015, on the
recommendation of Nomination and Remuneration, the board proposes the Appointment of Mr.
Bhavik Jain as Wholetime Director, and Mr. Parminder Singh as Non Executive Independent
Director on the Board of the Company in the ensuing AGM of the Company for approval of
members. In the opinion of the Board, Mr. Parminder Singh is a person of integrity,
fulfils requisite conditions as per applicable laws and is independent of the management
of the Company.
Retirement by Rotation
Ms. Pamila Jain (DIN: 01063136) retires by rotation and being eligible, offers herself
for re-appointment.
A resolution seeking shareholders' approval for their appointment/re-appointment along
with other required details forms part of the Notice.
Independent Directors
In terms of Section 149 of the Act and the SEBI Listing Regulations, Ms. Rajni Sharma,
Mr. Ravi Bhushan Jain, Mr. Surinder Kumar Salwan are the Independent Directors of the
Company as on date of this Report.
All Independent Directors of the Company have given declarations under Section 149(7)
of the Act, that they meet the criteria of independence as laid down under Section149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. In the opinion of the Board, the
Independent Directors possess the requisite expertise and experience and are persons of
high integrity and repute. They fulfill the conditions specified in the
Act as well as the Rules made thereunder and are independent of the management.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs') of the
Company during FY 2022-23 were:
•Ms. Pamila Jain , Wholetime Director and Chief Financial Officer(CFO).
•Ms. Natisha Choudhary, Company Secretary & Compliance Officer.
•Mr. Amit Jain, Managing Director
•Mr. Vimal Parkash Jain, Wholetime Director cum Chairman
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act (salient features) has been brieRs.y disclosed
hereunder and in the Report on Corporate Governance, which is a part of this Report as
Annexure-I.
Selection and procedure for nomination and appointment of Directors
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including
each time a director's appointment or re-appointment is required. The NRC reviews and vets
the profiles of potential candidates vis-?-vis the required competencies, undertakes due
diligence and meeting potential candidates, prior to making recommendations of their
nomination to the Board.
Criteria for determining qualifications, positive attributes and independence of a
Director
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
•Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
•Positive Attributes - Apart from the duties of Directors as prescribed in the
Act, the Directors are expected to demonstrate high standards of ethical behaviour,
communication skills and independent judgment. The Directors are also expected to abide by
the respective Code of Conduct as applicable to them.
•Independence - A Director will be considered independent if he / she meets the
criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and
Regulation 16(1) (b) of the SEBI Listing Regulations.
The Directors afirm that the remuneration paid to Directors, KMPs and employees is as
per the Remuneration Policy of the Company.
The said policy is also available on the Company's website URL:
https://www.atamvalves.in/wp-content/uploads/AtamRs.
ValvesRs.LimitedRs.NominationRs.RemunerationRs.Policy.pdf .
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following Committees constituted by the Board
function according to their respective roles and defined scope:
•Audit Committee
•Nomination & Remuneration Committee
•Stakeholders' Relationship Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of this
Report. Further, during the year under review, all recommendations made by the various
committees have been accepted by the Board.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 12 (Twelve) times during the year and the maximum interval
between two meetings did not exceed 120 days. The intervening gap between the meetings was
within the period prescribed under the Act and the SEBI Listing Regulations. The details
of the number of meetings of the Board of Directors including meetings of the Committees
of the Board (Audit Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committee) held during the financial year 2022-23 also form part of the
Corporate Governance Report.
AUDIT & ALLIED MATTERS
Audit Committee
The composition, terms of reference and meetings of the Audit Committee are disclosed
in the Corporate Governance section of the Annual Report. The Audit Committee of the Board
acts in accordance with the terms of reference, which is in compliance with the provisions
of Section 177 of the Companies Act, 2013 (Act) and Regulation 18 of SEBI LODR and other
applicable provisions of SEBI LODR, as amended from time to time.
Statutory Audit
M/S K.C KHANNA & CO., Chartered Accountants (Firm Registration No.000481N), were
appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from
the conclusion of the 35th AGM of the Company until the conclusion of the 40TH
AGM of the Company to be held in the year 2025.
The Statutory Auditor's Report does not contain any qualifications, reservations,
adverse remarks or disclaimers.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s
VISHAL SONI & ASSOCIATES, a firm of Company Secretaries in Practice to conduct the
Secretarial Audit of the Company for the year ended March 31, 2023. The Report of the
Secretarial Audit is annexed herewith as Annexure - II. The said Secretarial Audit Report
does not contain any qualification, reservations, adverse remarks and disclaimer.
Internal Audit
M/s. J.C ARORA & ASSOCIATES , Chartered Accountants continues to be the Internal
Auditor of the Company. Their scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency, effectiveness of systems and
processes, review of statutory and legal compliances with applicable statutes / laws and
assessing the internal control strengths in all these areas including financial reporting.
Internal Auditor findings are discussed with the process owners and suitable corrective
actions taken as per the directions of the Audit Committee on a regular basis to improve
efficiency in operations. The Internal Auditor reports directly to the Audit Committee.
The Committee, while reviewing their performance scope, functioning, periodicity and
methodology for conducting the internal audit, has taken into consideration their
confirmation to the effect that their infrastructure viz., internal audit structure,
staffng and seniority of the offcials proposed to be deployed etc., are adequate and
commensurate to the scope, functioning, periodicity and methodology for conducting the
internal audit.
Reporting of Frauds by Auditors
During the year under review, the Statutory, the Secretarial Auditors and Internal
Auditor has not reported to the Audit Committee under Section 143(12) of the Companies
Act, 2013 any fraud committed against the company by its officers or employees, the
details of which would need to be mentioned in the Board's Report.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS
During the financial year under review the company has no subsidiary/associate &
Joint Venture Company and as a result no consolidated financial statements.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the company has not transferred any amount to Investor Education and
Protection Fund (IEPF).
Further in terms section 124(6) read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended,
the company has not transferred any number of equity shares to the demat account of
Investor Education and Protection Fund.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the provisions of Section 135 of the Companies Act, 2013,
are not applicable on the company.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The requirement for Business Responsibility and Sustainability Reporting is not
applicable for the year under review to the Company since it does not fall under the top
1,000 listed companies based on market capitalization.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate
Governance along with the certificate from a Practicing Company Secretary certifying
compliance with conditions of Corporate Governance is annexed to this Report.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The details of familiarisation program for Independent Directors have been disclosed in
the policies section of the website of the Company and available at the web link: https://
www.atamvalves.in/investor-relations/.
INTERNAL CONTROL/INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The company implemented suitable controls to ensure its operational, compliance and
reporting objectives. The company has adequate policies and procedures in place for its
current size as well as the future growing needs. These policies and procedures play a
pivotal role in the deployment of the internal controls. They are regularly reviewed to
ensure both relevance and comprehensiveness and compliance is ingrained into the
management review process.
Adequacy of controls of the key processes is also reviewed by the internal audit team.
Suggestions to further strengthen the process are shared with the process owners and
changes are suitably made. Significant findings, along with management response and status
of action plans are also periodically shared with and reviewed by the audit committee. It
ensures adequate internal financial control exist in design and operation.
M/s. J.C ARORA & ASSOCIATES is the internal auditor of the company for the F.Y
2022-23 who conducts internal audit and submit reports to the audit committee. The
internal audit is processed to design to review the adequacy of internal control checks in
the system and covers all significant areas of the company's operations. The audit
committee reviews the effectiveness of the company's internal control system.
BOARD EVALUATION & CRITERIA FOR EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015,
the Board carried out an annual performance evaluation of its own performance, the
individual Directors as well as the working of the Committees of the Board. The evaluation
process inter alia considers attendance of Directors at Board and committee meetings,
acquaintance with business, compliance with code of conduct, vision and strategy, which is
in compliance with applicable laws, regulations and guidelines. The performance evaluation
of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non- Independent Directors was carried out by
Independent Directors. The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company. Details
of the same are given in the Report on Corporate Governance annexed hereto.
RISK MANAGEMENT
The company has a duly approved risk management policy and constituted risk management
policy as required under SEBI listing regulations. The Board of Directors oversees the
risk management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. The company facets constant
pressure from the evolving marketplace that impacts important issues in risk management
and threatens profit margins. The company emphasizes on those risks that threaten the
achievement of business objectives of the group over the short to medium term. Your
company has adopted the mechanism for periodic assessment to identify, analyse, and
mitigate the risks. The appropriate risk identification method depends on the application
area, the nature of the project, the project phase, resources available, regulatory
requirements and client requirements as to objectives, desired outcome and the required
level of detail.
All the senior executives have the responsibility for over viewing management's
processes and which results in identifying, assessing and monitoring risk associated with
organization's business operations and the implementation and maintenance of policies and
control procedures to give adequate protection against key risk of the company. Further,
in carrying out the risk management processes, the senior executives of the company
consider and assess the appropriateness and effectiveness of management information and
other systems of internal control, encompassing review of the external auditor's report to
management on internal control and action taken or proposed resulting from those reports.
The risk management and internal control systems within the organization encompass all
policies, processes, practices and procedures established by management and/ or the board
to provide reasonable assurance that:
•Established corporate, business strategies and objectives are achieved ;
•Risk exposure is identified and adequately monitored and managed ;
•Resources are acquired economically, adequately protected and managed efficiently
and effectively in carrying out the business
•Significant financial, managerial and operating information is accurate,
relevant, timely and reliable and
•There is an adequate level of compliance with policies, standards, procedures and
applicable laws and regulations.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The company has a vigil
mechanism and whistle blower policy under which the persons covered under the policy
including directors and employees are free to report misuse or abuse of authority, fraud
or suspected fraud, violation of company rules, manipulations, negligence causing danger
to public health and safety, misappropriation of monies, and other matters or activity on
account of which the interest of the company is affected. The reportable matters may be
disclosed to the vigilance officer who operates under the supervision of the audit
committee. Persons covered under the policy may also report to the chairman of the audit
committee.
During the year under review, no employee was denied access to the chairman of the
audit committee. No complaints were received under vigil mechanism & whistle blower
policy during the financial year 2022-23.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186
The Company has neither given any loans or guarantees nor made any investment during
the year under review. The overall limit is within the powers of the Board as applicable
to the Company in terms of the applicable provisions of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions. The Policy can be accessed on the
Company's website at https://www.atamvalves.in/
wp-content/uploads/AtamRs.ValvesRs.LimitedRs.RelatedRs.PartyRs. TransactionsRs.Policy.pdf
.
During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval is obtained for related party transactions
which are of repetitive nature and entered in the ordinary course of business and on an
arm's length basis. The company had not entered into any Contract/ Arrangements/
Transaction with related parties which is required to be reported in Form AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 All related party transactions are mentioned in Note No. 39 of the
notes to the Accounts.
INDEPENDENT DIRECTORS' DECLARATION
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that he/she meets the criteria of independence as laid out in Section
149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proRs.ciency in terms of Section
150(1) of the Act and applicable rules thereunder) of all Independent Directors on the
Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
CHANGE IN THE NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of
Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on
by the Company during the financial year 2022-23.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation. However, Members attention is drawn to the Statement on Contingent Liabilities
and Commitments in the Notes forming part of the Financial Statement.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of directors u/s 197(12) of the act read with Rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report as Annexure-IV. The Remuneration paid to all Key management
Personnel was in accordance with remuneration policy adopted by the Company.
Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of
Directors is being sent to the shareholders of the Company excluding the statement
prescribed under Rule 5 of the Companies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said statement is available for inspection by the shareholders
at the Registered Office of the Company during business hours.
ANNUAL RETURN
In accordance with section 134(3)(a) of the Companies Act, 2013 annual return of the
company is available on the website of the company at
https://www.atamvalves.in/investor-relations/.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report for the financial year under review, as
stipulated under the SEBI listing regulations, is presented in a separate section, forming
part of this annual report.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There were no significant material orders passed by the regulators/courts/tribunals
during the financial year 2022-23 which would impact the going concern status of the
company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo are
under:
Sr. No. (A) Particulars Conservation of energy |
Comments |
(i) The steps taken or impact on conservation of energy. |
Energy conservation is very important for the company and therefore,
energy conservation measures are undertaken wherever practicable in its factory and
attached facilities. The company is making every effort to ensure the optimal use of
energy, avoid waste and conserve energy by using energy eRs.cient equipment's with latest
technologies. Impact on conservation of energy was that the electricity load expenses
reduced. |
(ii) The steps taken by the company for utilizing alternate sources of
energy. |
Nil |
(iii) The capital investment on energy conservation equipment |
Nil |
(B) Technology Absorption |
|
(i) The efforts made towards technology absorption |
Your company firmly believes that adoption and use of technology is a
fundamental business requirement for carrying out business effectively and efficiently.
While the industry is labour intensive, we believe that mechanization of development
through technological innovations is the way to address the huge demand supply gap in the
industry. We are constantly upgrading our technology to reduce costs and achieve economies
of scale. |
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution. |
Nil |
(iii) In case of imported technology imported during the last three
years reckoned from the beginning of the financial year. |
|
| (a) The details of technology imported |
Nil |
| (b) The year of import |
N.A. |
| (c) Whether the technology has been fully absorbed |
N.A. |
(d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof and |
N.A. |
(iv) the expenditure incurred on research and development |
Nil |
(C) Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange earnings and outgo are duly mentioned in the balance
sheet.
DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors , including
audit of internal controls over financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY 2022-23.
Pursuant to section 134(5) of the Act, with respect to Directors' Responsibility
Statement, the board of directors, to the best of its knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures.
2. The directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that period.
3. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of companies act, 2013 and rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities.
4. The directors had prepared the annual accounts on a going concern basis.
5. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
6. The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
MD & CFO CERTIFICATION
The MD and CFO of the company are required to give annual certification on financial
reporting and internal controls to the board in terms of Regulation 17(8) of listing
regulation and certification on financial results while placing the financial result
before the board in terms of Regulation 33 of listing regulation and same is also
published in this report as Annexure-III.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work that is free from
discrimination, harassment and has provided equal opportunities of employment to all
irrespective of their caste,religion, colour, marital status and gender. The Company
believes that women should be able to do their work in a safe and respectful environment
that encourages maximum productivity. The Company has a zero tolerance towards sexual
harassment. The Company has adopted a policy on prevention of sexual harassment of women
at work place and put in place proper dissemination mechanism across the Company. The
Company has carried out awareness programmes / sessions on the mechanism established under
this policy, across its various locations. The Company has complied with the provisions
relating to the constitution of Internal Complaints Committee (ICC) under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH),
comprising of Presiding Officers and members with an appropriate mix of employees and
external subject matter experts. During the period, the details of complaints received /
resolved or pending are as under:
• No. of complaints received during the financial year – Nil
• No. of complaints disposed of during the financial year – Nil
• No. of complaints pending as on end of the financial year – Nil
EQUITY SHARES LISTING, STOCK CODE AND LISTING FEE PAYMENT
Name and address of the Stock Exchange, Scrip code and Status of fee paid for the
financial year 2022-23:
Name and Address of the Stock Exchanges |
Stock code |
Status of fee Paid for FY 2022-23 |
| BSE Limited (SME Platform) |
|
|
| BSE-Corporate Office |
|
|
| Phiroze Jeejeebhoy Towers, |
|
|
| Dalal Street, |
|
|
| Mumbai - 400 001 |
543236 |
Paid |
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation for the contribution made by the
employees at all levels with dedication, commitment and team effort, which helped your
company in achieving the performance during the year. Your directors also acknowledge with
thanks the support given by the government, bankers, members and investors at large and
look forward to their continued support.
|