<dhheadDIRECTORS REPORT </dhhead
To
The Shareholders,
Your Directors have great pleasure in presenting the 34th Annual Report
together with the Audited Accounts of the Company for the financial year ended March 31,
2023. The consolidated performance of the Company and its Subsidiary has been referred to
wherever required.
FINANCIAL HIGHLIGHTS:
The following is the highlight of the financial performance of the Company during the
year under review:
(Rs. in Crores)
Particulars |
Standalone |
Consolidated |
|
Year ended 31.03.2023 |
Year ended H 31.03.2022 U |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Revenue from Operations |
501.49 |
596.22 |
501.49 |
601.30 |
Other Income |
3.61 |
9.06 |
3.84 |
9.28 |
Total Income |
505.10 |
605.28 |
505.33 |
610.58 |
EBITDA |
58.14 |
125.00 |
58.33 |
125.69 |
Less: Finance Cost |
2.99 |
1.28 |
3.52 |
1.84 |
Less: Depreciation & Amortization expenses |
34.43 |
28.57 |
34.43 |
28.57 |
Profit before tax |
20.71 |
95.15 |
20.37 |
95.27 |
Tax Expenses |
5.67 |
24.65 |
5.66 |
24.68 |
Net Profit after tax |
15.05 |
70.50 |
14.71 |
70.60 |
Other Comprehensive Income (Net of tax) |
0.08 |
0.03 |
0.08 |
0.03 |
Total Comprehensive Income after tax |
15.13 |
70.53 |
14.79 |
70.63 |
Earing per shares of Rs.5 each (In Rs.) |
3.45 |
16.15 |
3.38 |
16.17 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
Operational Review:
On Standalone Basis: During the year under review, the Company has achieved a Total
Income of Rs. 505.10 Crores as against Rs. 605.28 Crores in the previous financial year.
EBITDA for FY23 stood at Rs. 58.14 crores with an EBITDA Margin of 11.51%. The Profit
after tax for the financial year 2022-23 was Rs. 15.05 Crores as compared to previous year
of Rs. 70.50 Crores.
On Consolidated Basis: During the year under review, the Company has achieved a Total
Income of Rs. 505.33 Crores as against Rs. 610.58 Crores in the previous financial year.
EBITDA for FY23 stood at Rs.58.33 Crores with an EBITDA Margin of 11.54%. The Profit after
tax for the financial year 2022-23 was Rs. 14.79 Crores as compared to previous year of
Rs. 70.60 Crores.
Dyes and Dye intermediates & Chemical Business
On Standalone Basis: The Turnover of the company from the Chemical Segment amounted to
Rs. 470.25 Crores as against Rs. 524.64 Crores for the previous year. The EBIT
from this segment stood at Rs. 18.48 Crores as against Rs. 87.62 Crores in the previous
year.
Solar Business
On Standalone Basis: The Turnover of the Company from Solar Power Operations amounted
to Rs. 29.14 Crores as against Rs. 28.89 Crores for the previous year. The EBIT from this
segment stood at Rs. 12.04 Crores as against Rs. 10.99 Crores in the previous year.
DIVIDEND:
The Board of Directors has recommended a dividend of Rs.1/- per share (20%) for the
year ended March 31, 2023. This represent pay-out of 29%.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is available on the Company's website viz.
https://www.bhageriagroup.com/company-policies-2/
As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if
declared, will be taxable in the hands of the shareholders at the applicable rates. For
details, shareholders are requested to refer to the Notice of Annual General Meeting.
TRANSFER TO RESERVE:
The Company has not transferred any amount to General Reserve during the financial
year.
CAPITAL STRUCTURE:
During theyear under review, there was no change in Authorized, Issued, Subscribed and
Paid-up Share Capital of the Company. The Company has not issued any equity shares with
differential voting rights during theyear.
Authorized Share Capital
The Authorized Capital of the Company as at March 31, 2023 was Rs.25,00,00,000/-
(Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores ) Equity Shares of
Rs.5/- each.
Issued and paid up Share Capital
The Paid-up Equity Share Capital as at March 31, 2023 was Rs.21,82,20,900/- (Twenty One
Crore Eighty Two Lakh Twenty Thousand Nine Hundred Only) divided into 4,36,44,180 (Four
Crore Thirty Six Lakh Forty Four Thousand One Hundred & Eighty) Equity Shares, having
face value of Rs.5/- each fully paid up.
SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:
As on March 31, 2023, the Company has one (1) subsidiary company, namely Bhageria &
Jajodia Pharmaceuticals Private Limited. There has been no material change in the nature
of the business of the subsidiary.
During the year under review, Bhageria Exim Private Limited, wholly-owned subsidiary,
was disinvested and, consequently, ceased to be a subsidiary of the Company, with effect
from September 29, 2022.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy
is available on the Company's website at https:Awww.bhageriagroup.com/company-policies-2/
Further, interms ofthesaid policy, the Company does not havea material subsidiary.
A statement providing details of performance and salient features of the financial
statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of
the Companies Act, 2013 in Form AOC-1, is provided as Annexure A to the consolidated
financial statement and therefore not repeated in this Report to avoid duplication.
As on March 31,2023, the Company does not have joint venture or associate companies
within the meaning of Section 2(6) of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its subsidiary for FY 2022-23
are prepared in compliance with the applicable provisions of the Companies Act and as
stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the
Auditor's Report thereon form part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the audited financial statement
including the consolidated financial statement of the Company and all other documents
required to be attached thereto is available on the Company's website
https://www.bhageriagroup.com/financial-information/ and the financial statements of the
subsidiary, as required, is available on the Company's website at
https://www.bhageriagroup.com/ financial-statements-of-subsidiary/.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement
it is hereby confirmed:
a) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures, if any;
b) that the Directors had 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 had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) 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; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Board of Directors
Composition:
The Board of Directors includes the Executive and Independent Directors so as to ensure
proper governance and management. The Board consists of Seven (7) Directors comprising of
Three (3) Executive Directors and Four (4) Independent Directors including One (1) Woman
Director as on March 31, 2023.
There was no change in composition of the Board during the FY 2022-23.
Appointment:
On recommendation of the Nomination and Remuneration Committee, the Board of Directors
at their meeting held on August 5, 2023 have appointed Mr. Vikas Goel (DIN: 08265897) as
an Additional Director in the category of Non-Executive Independent Director for a term of
5 years i.e. from August 5, 2023
to August 4, 2028. In terms of Section 161 of the Act, Mr. Vikas Goel (DIN: 08265897)
holds the office as an Additional director till the ensuing AGM of the Company.
Accordingly, resolution has been included in the notice of AGM for approval of the
shareholders.
Re-appointment:
The Board, on recommendation of the Nomination and Remuneration Committee re-appointed
Mr. Suresh Bhageria as a Whole-time Director designated as "Executive Director &
Chairman" of the Company for a term of period of Three (3) years i.e. with effect
from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the
notice of AGM for approval of the shareholders.
The Board, on recommendation of the Nomination and Remuneration Committee re-appointed
Mr. Vinod Bhageria as Managing Director of the Company for a term of period of Three (3)
years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has
been included in the notice of AGM for approval of the shareholders.
The Board, on recommendation of the Nomination and Remuneration Committee re-appointed
Mr. Vikas Bhageria as a Whole-time Director designated as "Jt. Managing
Director" of the Company for a term of period of Three (3) years i.e. with effect
from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the
notice of AGM for approval of the shareholders.
The Board, on recommendation of Nomination and Remuneration Committee, re-appointed Mr.
M. M. Chitale (DIN 00101004) as a Non-Executive Independent director of the Company for a
second term of Five (5) consecutive years i.e. with effect from March 25, 2024 to March
24, 2029. Accordingly, resolution has been included in the notice of AGM for approval of
the shareholders.
Director liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013
("Act") and the Articles of Association of the Company, Mr. Suresh Bhageria
(DIN: 00540285), Director of the Company, retires by rotation at the forthcoming Annual
General Meeting and being eligible offers himself for re-appointment.
Independent Directors:
All the Independent Directors of the Company have given their respective declaration/
disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing
Regulations and have confirmed that they fulfill the independence criteria as specified
under section 149(6) of he Act and Regulation 16(l)(b) of the Listing Regulations and have
also confirmed that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declarations/disclosures on record and acknowledging
the veracity of the same, concluded that the Independent Directors are persons of
integrity and possess the relevant expertise and experience to qualify as Independent
Directors of the Company and are Independent of the Management.
The Board is of the opinion that all Directors including the Independent Directors of
the Company possess the relevant expertise and experience in their respective fields.
The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors' Databank maintained with the Indian Institute of
Corporate Affairs (MCA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014.
Out of Four Independent Directors of the Company as on March 31, 2023, Three
Independent Directors are not required to clear Online Proficiency Self-Assessment Test
conducted by Indian Institute of Corporate Affair (MCA) and One Independent Director has
already appeared and cleared the Online Proficiency Self-Assessment Test conducted by
Indian Institute of Corporate Affair (MCA) before the due date.
Key Managerial Personnel:
In terms of Section 203 of the Act, the Company has the following Key Managerial
Personnel: o Mr. Suresh Bhageria, Executive Chairman (WTD) o Mr. Vinod Bhageria, Managing
Director o Mr. Vikas Bhageria, Jt. Managing Director (WTD) o Mr. Rakesh Kachhadiya, Chief
Financial Officer o Mr. Krunal Wala, Company Secretary
There was no change in Key Managerial Personnel during the FY 2022-23.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year. The details of composition of
the Board, its committees, their meetings held and attendance of the Directors at such
meetings are provided in the Corporate Governance Report, which is a part of this Report.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the
Board has carried out an evaluation of its performance after taking into consideration
various performancerelated aspects of the Board's functioning, competencies, frequency and
regularity of meetings, contribution, creation of stakeholder values, management of
current & potential strategic issues, compliance & governance etc. The performance
evaluation of the Board as a whole, Chairman and Non- Independent Directors was also
carried out by the Independent Directors in their meeting held on February 1, 2023.
Similarly, the performance of various committees, individual Independent and
Non-Independent Directors was evaluated by the entire Board of Directors (excluding the
Director being evaluated) on various parameters like Composition and Working of
Committees, Functioning, Contribution, Independence, Understanding, Knowledge, Initiative,
Integrity, etc.
POLICY ON NOMINATION & APPOINTMENT OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT AND OTHER DETAILS:
TheBoardofDirectorshasframedapolicy,ontherecommendation of the Nomination &
remuneration Committee, which lays down a framework in relation to appointment and
remuneration of its Directors. The policy includes criteria for determining
qualifications, positive attributes, independence of Directors etc., as required under the
provisions of Section 178(3) of the Companies act, 2013 and SEBI (LODR) Regulations 2015.
The policy also broadly lays down the guiding principles, philosophy and the basis for
payment of remuneration to the executive & the Non-executive Directors. The said
policy has been posted on the website of the Company at http://www.bhageriagroup.
com/company-policies-2/. In case of re-appointment of Nonexecutive & Independent
Directors, NRC and the Board takes into consideration the performance of the Director,
based on the Board evaluation and his/her engagement level during his/ her previous
tenure.
AUDITORS & AUDITOR'S REPORT:
Statutory Auditors:
At the AGM held on July 30, 2022, the Members of the Company approved the appointment
of M/s. Sarda & Pareek LLP, Chartered Accountants, (ICAI Firm Registration No.
109262W/W100673), as the statutory auditors of the Company for a term of 5 years
commencing from the conclusion of the 33rd AGM of the Company till the
conclusion of the 38th AGM of the Company to be held in the year 2027.
The Auditors' Report for financial year 2022-2023 on the financial statements forms
part of this Annual Report. There has been no qualification, reservation or adverse remark
or disclaimer in their Report. The Auditors have also confirmed that they satisfy the
independence criteria required under Companies Act, 2013 and Code of Ethics issued by
Institute of Chartered Accountants of India. The Auditors attended the last Annual General
Meeting of the Company.
During the year under review, the Statutory Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Act.
Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the
recommendation of the Audit Committee appointed M/s. Poddar&Co., Cost Accountants
(ICWAI Firm Registration No. 101734) as the Cost Auditors of the Company for the Financial
Year 2023-24 and has recommended their remuneration to the shareholders for their
ratification at the ensuing Annual General Meeting.
M/s. Poddar & Co., have given their consent to act as Cost Auditors and confirmed
that their appointment is within the limits of the Section 139 of the Companies Act, 2013.
They have also certified that they are free from any disqualifications specified under
Section 141 of the Companies Act, 2013.
As per the requirements of section 148 of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of
the applicable products for the year ended March 31, 2023.
Internal Auditor:
Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on
recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co.,
Chartered Accountants, (ICAI Firm Registration No. 131308W) as Internal Auditors of the
Company for the financial year ending March 31, 2024.
Secretarial Auditor:
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries
for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed
as Annexure T to this Report. The report does not contain any qualification, reservation
and adverse remark or declaimer.
During the year under review, the Secretarial Auditors had not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed under
Section 134 (3) (ca) of the Act.
In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the
Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the
Secretarial Auditors of the Company in relation to the financial year ending March 31,
2024. The Company has received their written consent that the appointment is in accordance
with the applicable provisions of the Act and rules framed there under.
Secretarial Compliance Report: - The Company has undertaken an audit for the Financial
Year ended March 31, 2023 for all applicable compliances as per the Securities and
Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The
Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries has
been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year under
review are set out in Annexure II' of this report. For other details regarding the
CSR Committee, please refer to the Corporate Governance Report, which is a part of this
report. The CSR policy is available on http://www.bhageriagroup.com/company-policies-2/.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ('Rules') are enclosed as Annexure III' forming
part of this Report. The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of
this Report. Further, the Report and the Accounts are being sent to the Members excluding
the aforesaid statement. In terms of Section 136 of the Act, the said statement will be
open for inspection upon request by the Members. Any Member interested in obtaining such
particulars may write to the Company at lnfo@ bhageriagroup.com.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure IV' to this
Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans, guarantees given and investments made during the year, as
required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015,
are provided in the Notes to the Standalone Financial Statements.
RELATED PARTY TRANSACTIONS:
Your Company has formulated a policy on related party transactions which is also
available on Company's website at http://www.bhageriagroup.com/company-policies-2/. This
policy deals with the review and approval of related party transactions.
The Board of Directors of the Company has approved the criteria for making the omnibus
approval by the Audit Committee within the overall framework ofthe policy on related party
transactions. 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. All related party transactions are placed before the Audit Committee for review and
approval.
All related party transactions entered during the Financial Year were in ordinary
course of the business and on an arm's length basis. No material related party
transactions were entered during the Financial Year by your Company. Accordingly, no
disclosure is made in respect of related party transactions, as required under Section
134(3)(h) of the Act in Form AOC-2. Members may refer notes to the financial statements
which sets out related party disclosures pursuant to INDAS-24.
RISK MANAGEMENT:
The Board has formed a Risk Management Committee to frame, implement and monitor the
risk management policy for the Company. The Committee is responsible for monitoring and
reviewing the Risk Management Policy and ensuring its effectiveness. The Audit Committee
of Directors has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has adequate internal financial controls and processes for orderly and
efficient conduct of the business including safeguarding of assets, prevention and
detection of frauds and errors, ensuring accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Audit Committee
evaluates the internal financial control system periodically and at the end of each
financial year and provides guidance for strengthening of such controls wherever
necessary. During the year under review, no fraud has been reported by the Auditors to the
Audit Committee or the Board. The details in respect of internal control system and their
adequacy are included in the Management Discussion and Analysis, which is a part of this
report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns,
grievances, frauds and mismanagements, if any. The Vigil Mechanism / Whistle Blower policy
has been posted on the website of the Company at http://
www.bhageriagroup.com/company-policies-2/.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has affirmed with the compliances of Secretarial
Standards issued by Institute of Company Secretaries of India.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
INVESTOR EDUCATION & PROTECTION FUND (IEPF):
During the year, the Company has transferred the unclaimed and un-encashed dividends of
Rs.9,22,360. Further, 8,800 corresponding shares on which dividends were unclaimed for
seven consecutive years were transferred as per the requirements of the IEPF Rules. The
details of the resultant benefits arising out of shares already transferred to the IEPF,
year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend
account up to the year, and the corresponding shares, which are liable to be transferred,
are provided in the corporate governance report. Details of shares/ dividend transferred
to IEPF can also be obtained by accessing https://www.bhageriagroup.com/iepf/.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in
Form MGT-7 as on March 31, 2023 is available on the Company's website at https://www.
bhageriagroup.com/financial-information/.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. The Company affirms that during the year under review, the
company has complied with the provisions relating to Internal Complaints Committee and no
complaints were received by the Committee for redressal.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct
is dealing with ethical issues and also fosters a culture of accountability and integrity.
The Code is in accordance with the requirements of Listing Regulations and has been posted
on the Company's website at http://www.bhageriagroup.com/company-policies-2/.
All the Board Members and Senior Management Personnel have confirmed compliance with
the Code.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.
The Company's policy requires conduct of operations in such a manner, so as to ensure
safety of all concerned, compliances, environmental regulations and preservation of
natural resources at the Plants.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company as on date of this
Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes affecting the financial position of the Company between
the end of the financial year and date of report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts that
would impact the going status of the Company and its future operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIRSTATUS AS AT THE END OF THE FINANCIAL
YEAR:
No application made and no such proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the financial year 2022- 23.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board of
India's Corporate Governance practices and have implemented all the stipulations
prescribed. The Company has implemented several best corporate governance practices.
The Management Discussion & Analysis Report and Corporate Governance together with
the Certificate from the Statutory Auditors of the Company regarding compliance with
therequirements of Corporate Governance as stipulated in Listing Regulations, form an
integral part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business
Responsibility & Sustainability Report depicting initiatives taken by the Company from
an environmental, social and governance perspective is available as a separate section of
this Annual Report.
APPRECIATION:
Your Directors would like to express their sincere appreciation to the company's
Shareholders, Vendors and Stakeholders including Banks, Government authorities, other
business associates, who have extended theirvaluable sustained support and encouragement
during the year under review. Your Directors also wish to place on record their
appreciation for the hard work, solidarity, cooperation and support of employees at all
levels.
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