To,
The Members,
Bigbloc Construction Limited
Your Directors have pleasure in presenting the 8th Annual
Report together with the Audited Financial Statements for the year ended 31st
March, 2023.
1) FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
31/03/2023 |
31/03/2022 |
31/03/2023 |
31/03/2022 |
Revenue from operations |
11382.75 |
10351.16 |
20010.61 |
17522.32 |
Other income |
126.86 |
110.69 |
82.97 |
55.90 |
Profit Before Interest & |
2756.90 |
1626.02 |
5083.49 |
2769.84 |
Depreciation |
|
|
|
|
(-) Finance Cost |
244.97 |
259.02 |
415.81 |
373.40 |
(-) Depreciation |
378.90 |
395.94 |
608.02 |
587.50 |
Profit before tax & Exceptional |
2133.02 |
971.05 |
4059.67 |
1808.94 |
items |
|
|
|
|
(+) Exceptional Items |
0 |
0 |
0 |
0 |
Profit Before Tax |
2133.02 |
971.05 |
4059.67 |
1808.94 |
(-) Tax Expense |
528.62 |
200.51 |
1046.09 |
200.51 |
Profit for the year after tax |
1604.41 |
770.54 |
301357.73 |
1608.43 |
Earnings Per Share (Basic & |
2.27 |
1.09 |
4.28 |
2.27 |
Diluted) (In ) |
|
|
|
|
The Standalone Gross Revenue from operations for FY 2022-23 was
11382.75 Lakhs (Previous Year: 10351.16 Lakhs). The Operating Profit stood at 2133.02
Lakhs as against 971.05 Lakhs in the Previous Year. The Net Profit for the year stood at
1604.41 Lakhs against a Profit of 770.54
Lakhs reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2022-23 was
20010.61 Lakhs (Previous Year: 17522.32 Lakhs). The Consolidated Operating Profit stood at
4059.67 Lakhs (Previous Year: 1808.94 Lakhs). The Consolidated Profit after tax stood at
301357.73 Lakhs (Previous Year: 1608.43 Lakhs).
There were no material events that had an impact on the affairs of your
Company. There is no change in the nature of your Company's business during the year
under review.
2) REAL ESTATE AND CONSTRUCTION INDUSTRIES DURING THE
YEAR
One of the biggest real estate markets in the world is in India. The
industry has had many difficulties in recent years, yet it is still surviving against the
odds. Despite unfavorable tendencies including increasing inflation, growing raw material
costs, rising repo rates, 2022 has been a successful year for the real estate market.
The availability of effective projects given by developers that meet
the expectations of purchasers continues to be the most advantageous element. In addition,
purchasers' desires to own their personal places have not changed over the course of
the year, regardless of whether they are purchasing lands, homes or planned developments.
The market remained robust as more and more purchasers indicated a
strong desire to possess their own spaces in the most prominent areas of their respective
regions. According to experts, a healthy demand was already there in 2022, and they have
great confidence that it would persist in the coming year amidst healthy economic
progress.
One of the most promising years for Indian real estate in recent
history will be 2023. After a considerable period, demand is now exceeding supply, which
will turn the market into a seller's one.
The building material industry sprung back and got closer to the
pre-covid levels. The sector registered a growth of 10% in 2022. As we are moving towards
2023 the industry is showing no signs of slowing
downratheritisheadingtowardssignificantgrowth.
3) SHARE CAPITAL
The Paid up equity share capital as on 31st March, 2023 was
1415.76 Lakhs divided into 7,07,87,875 equity shares of 2 each. During the year under
review, the Company has neither issued any shares/ convertible warrant nor has granted any
stock options and nor sweat equity.
4) DIVIDEND AND RESERVES
Your Directors have pleasure to recommend a dividend @ 20% i.e. 0.40/-
per equity share of 2/- each for the financial year ended 31 st March, 2023.
The dividend, if approved by the members in the ensuing Annual General Meeting, would
absorb 283 Lakhs out of the distributable profits available.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the Shareholders. Accordingly, final dividend will be paid after deduction of tax
at source.
The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available
on the Company's website.
During the year under review, the Company has not transferred any
amount to any of the reserves maintained by the Company.
5) CHANGE IN REGISTERED OFFICE OF THE COMPANY
Your Company has changed its registered office from 601 -B,
A' Wing, International Trade Centre, Majura Gate, Ring Road, Surat-395 002
Gujarat, India to Office No. 908, 9 th Floor, Rajhans Montessa, Dumas Road,
Magdalla, Surat-395007, Gujarat, India
6) DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Mohit Saboo (DIN No. 02357431),
Director of the Company will retire by rotation at the ensuing Annual General Meeting and,
being eligible, has offered himself for re-appointment. The details of the aforesaid
director, his expertise in various functional areas as required to be disclosed under
Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the
ensuing Annual General Meeting.
The following changes took place in the composition of the Board of
Directors during the financial year 2022-23:
1) Mrs. Nishtha Harivanshi Pamnani (Membership No.: A58276), has
resigned from the position of Company Secretary and Compliance Officer w.e.f 4 th
February, 2023.
2) Mr. Mohit Narayan Saboo, Director & Chief Financial Officer of
the Company was appointed as the Compliance Officer of the Company w.e.f4 th
February, 2023 till the appointment of Company Secretary as compliance Officer and ceased
to hold the post of Compliance Officer due to appointment of Mr. Alpesh Somjibhai Makwana
as Company Secretary & Compliance
Officer w.e.f. 17 th March, 2023.
3) Mr. Alpesh Somjibhai Makwana (Membership No.: A46284) has been
appointed as the Company Secretary of the Company w.e.f 17th March, 2023.
7) DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors of the Company have given declarations
stating they meet the criteria of independence as laid down under Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of
the Listing Regulations, Independent Directors have confirmed that they are not aware of
any circumstances or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties.
All the Directors have also affirmed that they have complied with the
Company's Code of Business Conduct & Ethics. In terms of requirements of the
Listing Regulations, the Board has identified core skills, expertise and competencies of
the Directors in the context of the Company's businesses, which are detailed in the
Report on Corporate Governance.
Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate
Affairs. The Independent Directors who were required to clear the
online proficiencyself-assessment test have passed the test.
In the opinion of the Board, the Independent Directors fulfil the
conditions of independence, are independent of the management, possess the requisite
integrity, experience, expertise, proficiency and qualifications to the satisfaction of
the Board of Directors. The details of remuneration paid the members of the Board is
provided in the Report on Corporate Governance.
8) MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR
The Wholly owned subsidiary company - Bigbloc Building Elements Private
Limited having its plant for Greenfield Project of AAC Blocks located at Village: Kanchad
- 421303, Taluka: Wada, District: Palghar, Maharastra has started Commercial Production
with effect from 12 th April, 2023.
The Company has come under the cap of top 1000 companies based on
Market Capitalisation; the Company has formulated Risk Management Committee pursuant to
Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and adopted Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and obtained Directors and
Officers Insurance pursuant to Regulation 25(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
9) FINANCIAL STATEMENTS
Your Company has consistently applied applicable accounting policies
during the year under review. The Management evaluates all recently issued or revised
accounting standards on an ongoing basis. The Company discloses consolidated and
standalone financial results on a quarterly basis which are subjected to limited review
and publishes consolidated and standalone audited financial statements on an annual basis.
There were no revisions made to the financial statements during the year under review.
The Consolidated Financial Statements of the Company are prepared in
accordance with the applicable Indian Accounting Standards as issued by the Institute of
Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 ("Act")
read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the
financial statements
Subsidiaries/Associate Companies/Joint Venture is given in Form AOC-1
and forms an integral part of this Report.
10) RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and that the
provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not
attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act,
2013 is not required. Further, there are no material related party transactions during the
year under review with the Promoters, Directors or Key Managerial Personnel. The
transactions with related parties as per requirements of Indian Accounting Standard (Ind
AS-24) Related Party Disclosures' are disclosed in Note No. 47 of Notes
to Accounts (Standalone Financial Statements) and Note No. 40 of Notes to Accounts
(Consolidated Financial Statements). All Related Party Transactions are placed before the
Audit Committee and also to the Board for approval. Omnibus approval was obtained for
transactions which are of repetitive nature. The policy on materiality of Related Party
Transactions as approved by the Board of Directors has been uploaded on the website of the
Company. The web-link of the same has been provided in the Corporate Governance Report.
11) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY
THE COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the
Act are given in the notes to financial statements forming part of the
Annual Report.
12) SUBSIDIARIES AND JOINT VENTURE COMPANY
Financial statements in respect of each of the subsidiaries shall be
available for inspection at the Registered Office of the Company. The Company will also
make available these documents upon request by any Member of the Company interested in
obtaining the same. The financial statements of subsidiary companies are also available on
the website of the Company. During the year under review, none of the companies ceased to
be subsidiary, joint venture or associate company of the Company.
The Consolidated Financial Statements of Bigbloc Construction Limited
and its subsidiaries is prepared in accordance with Ind AS- 110 on Consolidated Financial
statements and Equity method of accounting given in Ind AS 28 on "Accounting
of Investments in Associates in Consolidated Financial statements". The details of
such subsidiary are as follows:
Sr. No. Name of company |
Nature of relation |
1. Starbigbloc Building Material Private Limited |
Subsidiary |
(Formerly known as Hilltop Concrete Private
Limited') |
|
2. Bigbloc Building Elements Private Limited |
Subsidiary |
3. Siam Cement Big Bloc Construction Technologies Private
Limited |
Subsidiary |
*Please note that Bigbloc Building Elements Private Limited has started
Commercial Production in the Month of April, 2023 and Siam Cement Big Bloc Construction
Technologies Private Limited is yet to commence its Operations in the Year 2023-24
(Tentatively).
13) DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statement in terms of
Section 134(3)(c) of the Companies Act, 2013 that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards have been followed
along with proper explanation relating to material departures; the annual accounts have
been prepared in compliance with the provisions of the Companies Act, 2013;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the
Company for year ended on that date;
c) the directors have taken properandsufficientcare 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 have prepared the annual accounts on a going concern
basis; and
e) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
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.
14) ANNUAL PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the
Board level is pivotal to its
Board engagement and effectiveness. The Nomination and Remuneration
Policy of the Company empowers the Board to formulate a process for effective evaluation
of the performance of individual directors, Committees of the Board and the Board as a
whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to
the Listing Regulations.
The Board has carried out the annual performance evaluation of its own
performance, Committees of the Board and each Director individually. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and performance
of specified duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors, who were evaluated on parameters such as level of engagement and
contribution, independence of judgement, safeguarding the interest of the Company and its
minority shareholders etc.
The Independent Directors of the Company met on March 9, 2023, without
the presence of Non-Independent Directors and members of the management to review
the performance of Non-Independent Directors and the Board of Directors as a whole; review
the performance of the Chairman and Managing Director of the Company and to assess the
quality, quantity and timeliness of flow of information between the management and the
Board of Directors. The performance evaluation of the Independent Directors was carried
out by the entire Board.
15) POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:
The Board of Directors have framed a Nomination, Remuneration and Board
Diversity policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and Non-Executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and payment of
remuneration to other employees.
During the year under review, the Board of Directors at its meeting
held on November 3, 2022 amended the said policy to align it with the provisions of
Listing Regulations.
The policy also provides the criteria for determining qualifications,
positive attributes and
Independence of Director and criteria for appointment and removal of
Directors, Key Managerial Personnel/Senior Management and performance evaluation which are
considered by the Nomination and Remuneration Committee and the Board of Directors.
The Policy sets out a framework that assures fair and optimum
remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and
other employees such that the Company's business strategies, values, key priorities
and goals are in harmony with their aspirations. The policy lays emphasis on the
importance of diversity within the Board, encourages diversity of thought, experience,
background, knowledge, ethnicity, perspective, age and gender at the time of appointment.
The Nomination, Remuneration and Board Diversity policy is directed
towards rewarding performance, based on achievement of goals. It is aimed at attracting
and retaining high calibre talent.
The Company's Nomination and Remuneration Policy for Directors,
Key Managerial Personnel and other employees is available on Company's website
www.nxtbloc.in.
16) MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board/Committee meetings are pre-scheduled and a tentative annual
calendar of the meetings is circulated to the Directors well in advance to help them plan
their schedules and ensure meaningful participation.
In certain special circumstances, the meetings of the Board are called
at a shorter notice to deliberate on business items which require urgent attention of the
Board. The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board meetings.
The Board met Eight times during the year under review and has accepted
all recommendations made to it by its various committees.
The details of the number of meetings of the Board held during the
Financial Year 2022-23 and the attendance of Directors forms part of the Report on
Corporate Governance.
17) COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31,
2023: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders'
Relationship Committee d) Corporate Social Responsibility Committee e) Risk Management
Committee
The details of the Committees of the Board along with their
composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report forming part of this Annual Report FY 2022-23.
18) MEETINGS OF MEMBERS
During the year under review, 7th Annual General Meeting of
the Company was held on
30th September, 2022. No Extra Ordinary General Meeting was
held during the financial year.
19) AUDITORS & REPORTS OF THE AUDITORS a) Statutory Auditor
Pursuant to the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 (including any statutory modification(s)re-enactment(s)/amendment(s)
thereof, for the time being in force), M/s. RKM & Co., Chartered Accountants (Firm
Registration No. 108553W) re-appointed as the
Statutory Auditors of the Company toholdoffice th Annual
General Meeting till the conclusion of 10th Annual General Meeting to be held
in the year
2025, subject to the ratification by members at every Annual General
Meeting to be held after 5 th Annual General Meeting on such remuneration and
terms and conditions as may be mutually agreed upon by the Board of Directors and the
Statutory Auditors subject to their eligibility under Section 141 of the Companies Act,
2013.
The Statutory Auditors' Report forms part of the Annual Report.
The Statutory Auditor's report does not contain any qualification, reservation or
adverse remark for the year under review. There was instance of fraud during the year
under review, which required the Statutory Auditors to report to the Audit Committee
and/or Board under Section 143(12) of Act and Rules framed thereunder.
b) Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed Dhirren R. Dave & Co., Practicing Company Secretaries,
Surat, Gujarat to conduct the secretarial audit of the Company for the financial year
2022-2023. The Secretarial Audit Report for the financial year 2022-2023 is annexed as Annexure-A
to the Director's Report.
As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from
time to time, your Company's unlisted material subsidiary viz. Starbigbloc Building
Material Private Limited has undertaken Secretarial Audit f for the financial year
2022-2023. Copy of Secretarial Audit Report of
Starbigbloc Building Material Private Limited is enclosed as Annexure
B. The Secretarial Audit Report of your Company and its unlisted material subsidiary
Starbigbloc Building Material Private
Limited does not contain any qualification, reservation or adverse
remark.
c) Cost Auditor
Your Company is not required to maintain cost records as specified by
the Central Government under Section 148(1) of the Companies Act, 2013. The provision of
cost audit does not apply to your Company.
20) INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND
RISK MANAGEMENT
Internal Financial Control and Risk Management are integral to the
Company's strategy and for the achievement of the long-term goals. Company's
success as an organisation depends on its ability to identify and leverage the
opportunities while managing the risks. In the opinion of the Board, the
Company has robust internal financial controls which are adequate and
effective during the year under review.
Your Company has an effective internal control and risk-mitigation
system, which is constantly assessedfortheirsecondtermfromtheconclusion the5 and
strengthened with new/revised standard operating procedures. The Company's internal
control system is strong and commensurate with its size, scale and complexities of
operations.
Ms. Anjana Parwal, Chartered Accountants was the internal auditors of
the Company for the FY 2022-23.
Business risks and mitigation plans are reviewed and the internal audit
processes include evaluation of all critical and high risk areas. Critical functions are
reviewed rigorously, and the reports are shared with the Management for timely corrective
actions, if any. The major focus of internal audit is to review business risks, test and
review controls, assess business processes besides benchmarking controls with best
practices in the industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and are also apprised of the
internal audit findings and corrective actions. The Audit Committee suggests improvements
and utilizes the reports generated from a Management Information System integral to the
control mechanism. The Audit Committee and Risk Management Committee of the Board of
Directors, Statutory Auditors and Business Heads are periodically apprised of the internal
audit findings and corrective actions.
The Company has framed the Risk Management Committee on 24th
May, 2023 which shall oversight on the Company's risks and is responsible for
reviewing the effectiveness of the risk management plan or process. Risk management is
embedded within the Company's operating framework and the
Company has a well-defined, internal financialcontrol structure. During
the year under review, these controls were evaluated and no material weaknesses were
observed in their design or operations.
The Company endeavours to continually sharpen its risk management
systems and processes in line with a rapidly changing business environment. During the
year under review, there were no risks which in the opinion of the Board threaten the
existence of the Company. However, some of the risks which may pose challenges are set out
in the Management Discussion and Analysis Report which forms part of this Annual Report.
21) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Vigil Mechanism/Whistle Blower Policy in
accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings xible,of Board and its Powers) Rules, 2014 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Under this policy, your Company encourages its employees to report any
reporting of fraudulent financial or other information to
Company's code of business conduct, to the management (on an
anonymous basis, if employees so desire). Further, your Company has prohibited
discrimination, retaliation or harassment of any kind against any employees who, based on
the employee's reasonable belief that such conduct or practice have occurred or are
occurring, reports that information or participates in the investigation. The Vigil
Mechanism/Whistle Blower Policy is being made available on the Company's website at
www.nxtbloc.in.
22) CORPORATE SOCIAL RESPONSIBILITY ("CSR")
As part of its triple bottom-line approach to its business, Company has
always considered the community as its key stakeholder. It believes that the community
around its operations should also grow and prosper in the same manner as does its own
business. Accordingly, Corporate Social Responsibility forms an integral part of the
Company's business philosophy. To oversee all its CSR initiatives and activities, the
Company has constituted a Board-level Committee - CSR Committee. The major thrust areas of
the Company include healthcare, education, women empowerment, infrastructure support,
integrated rural development, etc. which are aligned to the areas specified under Schedule
VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial
Year 2022-23 with requisite details in the specified format as required
under Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure
C and forms part of this report. The CSR Policy of the Company may be accessed on
website of the Company.
23) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013
In compliance of provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and
Rules framed thereunder, the Company has formulated and implemented a policy on
prevention, prohibition and redressal of complaints related to sexual harassment of women
at the workplace.
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. All women employees whether permanent,
temporary or contractual are covered under the above policy. The said policy has been
uploaded on the internal portal of the Company for information of all employees. An
Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act.
During the year under review, no complaints were reported to the Board.
24) HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company treats its "Human Resources" as one of its most
important assets. The Company's fle purposeful. Theculturepromotes Company environmentthatistransparent,
is driven by passionate and highly engaged workforce. This is evident from the fact that
the Company continues to remain the industry benchmark for talent retention. Your Company
continuously invests in attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people attention are currently underway.
The Company thrust is on the promotion of talent internally through
stakeholders,andanyconductthatresultsinviolationofthe job rotation and job enlargement.
During the year under review, there was a cordial relationship with all the employees. The
Directors would like to acknowledge and appreciate the contribution of all employees
towards the performance of the Company.
25) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Regulations is provided in a separate section and
forms an integral part of this Report.
26) CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together with a certificate from Company's Auditors confirming compliance forms an
integral part of this Report.
27) ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the
annual return in the prescribed format is available at the website of the company,
www.nxtbloc.in.
28) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations,
BRSR, covering disclosures on the Company's performance on Environment, Social and
Governance parameters for Financial Year 2022-23, is annexed as Annexure-D to this
Report. BRSR includes reporting on the nine principles of the National Voluntary
Guidelines on social, environmental and economic responsibilities of business as framed by
the MCA.
29) INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Since the Company was incorporated on June, 2015, there were no amount
of Unclaimed dividend and interest thereon, which remained unpaid/unclaimed for a period
of 7 years, required to be transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central government pursuant to provision of
Section 125 of the Companies Act, 2013 during the Financial Year 2022-2023.
The details of unpaid and unclaimed dividends lying with the Company as
on 31st March, 2023 are uploaded on the website of the Company.
30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
No significant and material order has been passed by the regulators,
courts, tribunals impacting going concern status and Company's operations in future.
31) STATUTORY INFORMATION AND OTHER DISCLOSURES
a) The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with
the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-E and
forms an integral part of this Report.
b) The Disclosure required under Section 197(12) of the Act read with
the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed as Annexure-F and forms an integral part of this Report.
c) During the year under review, your Company has complied with all the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
d) The Company has not accepted any deposits, within the meaning of
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as
amended.
e) No application has been made under the Insolvency and Bankruptcy
Code. The requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the Financial Year is not applicable.
f) The requirement to disclose the details of difference between amount
of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
32) CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis Report describing the Company's objectives, projections, estimates,
expectations or predictions may be "forward-looking statements" within the
meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make difference
to the Company's operations include raw material availability and its prices,
cyclical demand and pricing in the Company's principal markets, changes in Government
regulations, Tax regimes, economic developments within India and the countries in which
the Company conducts business and other ancillary factors.
33) ACKNOWLEDGEMENT
Your Directors thank the Government of India, the State Governments,
local municipal corporations and various regulatory authorities for their co-operation and
support to facilitate ease in doing business.
Your Directors also wish to thank its customers, business associates,
distributors, channel partners, suppliers, investors and bankers for their continued
support and faith reposed in the Company.
Your Directors wish to place on record deep appreciation, for the
contribution made by the employees at all levels for their hard work, commitment and
dedication towards the Company. Their enthusiasm and untiring efforts have enabled the
Company to scale new heights.
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