To
The Members of
VALIANT ORGANICS LIMITED
Your Directors (Board) present this 18th (Eighteenth) Annual
Report of Valiant Organics Limited (the Company/ VOL) along with
the Audited Financial Statements and Report of Auditors thereon for the Financial Year
ended March 31, 2023.
COMPANYS FINANCIAL HIGHLIGHTS
( in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue From Operations |
91,161.80 |
94,844.73 |
1,05,180.48 |
1,15,327.11 |
Other Income |
290.65 |
330.79 |
803.26 |
741.75 |
Total Income |
91,452.45 |
95,175.52 |
1,05,983.74 |
1,16,068.86 |
EBITDA |
13,291.22 |
17,059.80 |
17,226.44 |
21,226.84 |
Depreciation & Amortisation |
2,762.62 |
2,729.44 |
2,918.93 |
2,961.89 |
Profit before Finance Costs |
10,528.60 |
14,330.36 |
14,307.51 |
18,264.95 |
Finance Costs |
1,053.89 |
635.38 |
1,079.27 |
647.93 |
Profit before Exceptional income |
9,474.71 |
13,694.97 |
13,228.24 |
17,617.02 |
Exceptional Items |
489.78 |
- |
489.78 |
|
Profit before Tax |
9,964.49 |
13,694.97 |
13,718.02 |
17,617.02 |
Total Tax Expenses |
2,406.50 |
3,401.15 |
3,461.55 |
4,825.74 |
Net Profit for the period |
7,557.99 |
10,293.82 |
10,256.47 |
12,791.28 |
Other Comprehensive Income |
-111.44 |
71.88 |
15.23 |
59.57 |
Total of profit and other comprehensive income for the period |
7,446.55 |
10,365.71 |
10,271.70 |
12,850.85 |
Earnings Per Share (in Rs.) |
|
|
|
|
Basic |
27.83 |
37.91 |
32.45 |
41.72 |
Diluted |
27.02 |
36.81 |
31.50 |
40.51 |
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
On a Standalone basis, the Revenue from Operations for FY 2022-23 was 91,161.80 Lakhs,
lesser by 3.88% over the previous year's Revenue from Operations of 94,844.73 Lakhs. The
profit after tax (PAT) attributable to shareholders for FY 2022-23 was
7,557.99 Lakhs as against 10,293.82 lakhs for FY 2021-22.
On a Consolidated basis, the Revenue from Operations for FY 2022-23 was 1,05,180.48
Lakhs, lesser by 8.80 % over the previous year's Revenue From Operations of 1,15,327.11
Lakhs. The profit after tax (PAT) attributable to shareholders for FY 2022-23
was 10,256.47 Lakhs as against 12,791.28 Lakhs for FY 2021-22.
On a Standalone basis, Earning per share 27.83 (Basic) and . 27.02 (Diluted) stood at
in FY 2022-23 as compared to 37.91 (Basic) and 36.81 (Diluted) in FY 2021-22.
On a Consolidated basis, Earning per share 32.45 (Basic) and 31.50 (Diluted) stood at
in FY 2022-23 as compared to 41.72 (Basic) and 40.51 (Diluted) in FY 2021-22.
DIVIDEND
During the year, the Board has declared Interim Dividend @
1/- (@10%) each per share. With a view to conserve resources for business expansion,
your Directors do not recommend
Final Dividend for the financial year 2022-23. The interim dividend payout was in
accordance with the Dividend Distribution Policy which is available on the website of the
Company.
DIVIDEND DISTRIBUTION POLICY
As per Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), the top 1000 listed companies shall formulate a Dividend Distribution
Policy (the Policy'). Accordingly, the Policy was adopted to set out the
parameters and circumstances that will be taken into account by the Board in determining
the distribution of dividend to its members and/or retaining profits earned by the
Company.The policy is available on the website of the Company and the web link thereto
is:https://www. valiantorganics.com/assets/investors/dividend-distribution-policy.pdf
TRANSFER TO RESERVES from CS Sunil M. Dedhia The Company has not transferred any
amount of profit to the reserves during the financial year under review
CHANGE IN SHARE CAPITAL
As on March 31, 2023, the Authorized Share Capital of the
Company stood at 40,00,00,000 comprising of 3,71,00,000 equity shares of 10 each and
20,00,000 Optionally Convertible Preference Shares of 10/- each (OCPS) and
40,000 Redeemable Non-cumulative Preference Shares of
100/- each and 5,00,000 redeemable preference shares of 10 each.
During FY 2022-23 there was no change in the share capital of the Company.
The Company has neither issued any shares with differential rights as to dividend,
voting or otherwise nor issued any sweat equity shares during the year under review.
VALIANT ORGANICS LIMITED EMPLOYEES STOCK OPTION PLAN 2022
The Board formulated Valiant - Employees Stock Option Plan-
2022 (ESOP-2022)' on April 30, 2022 which was approved by Members through postal ballot
on June 15, 2022 to reward the eligible Employees of the Company and/ or its Subsidiary
Company(ies)/Group Company(ies)/ Associate Company(ies) (present or future) in India and/
or outside for their performance and to motivate them to contribute to the growth and
profitability of the Company. The Scheme aims to attract and retain talent in the
organization. The Company views Employee Stock Options as a means that would enable the
Employees to get a share in the value they create for the Company in future. ESOP-2022 has
been formulated in accordance with the provisions of the Companies Act, 2013 and SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021(SEBI SBEB and Sweat Equity Regulations). Under the ESOP-2022, the
Company would grant upto 10,00,000 Options to the eligible Employees in one or more
tranches, from time to time, which in aggregate shall be exercisable into not more than
10,00,000 Shares of face value of Rs. 10/- each fully paid up, with each such Option
conferring a right upon the Employees to apply for one Share in the Company in accordance
with the terms and conditions as may be decided under the ESOP-2022.
During the year under review, 16,000 options have been granted to the eligible
employees in terms of the ESOP-2022 and no employee was granted options equal to or
exceeding 1% of the issued share capital of the Company.
Further, the statutory disclosures as required under the Companies Act, 2013 and SEBI
SBEB and Sweat Equity
Regulations and a certificate
No. 2031),Secretarial Auditor of the Company, confirming implementation of the Scheme
in accordance with the
. provisions of SEBI SBEB and Sweat Equity Regulations and the resolution passed by the
shareholders is available on the website of the Company at https://www.valiantorganics.
com/investors.php?action=showSubcat&id=3 and will be available for electronic
inspection by the members during the AGM of the Company.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company as on March 31, 2023 has 2(Two) direct subsidiaries namely, Valiant
Speciality Chemical Limited and Dhanvallabh Ventures LLP. Further, the Company has 2(two)
indirect subsidiaries namely Valiant Laboratories Limited(converted from a partnership
Firm- Bharat Chemicals on August 16,2021) and Valiant Advanced Sciences Private Limited
(incorporated on July 08,2022).
The Company does not have any Joint Venture or Associate Company within the meaning of
Section 2(6) of the Companies Act, 2013.
During the year, the Board of Directors reviewed the affairs of the subsidiaries.
Pursuant to the first
129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts)
Rules, 2014, the salient features of the financial statements and performance of each
subsidiary in Form AOC-1 is disclosed under Annexure-A and forms an integral part
of this Report.
Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, the financial statements along with other relevant documents, in
respect of subsidiaries, are available on the website of the Company and the web link
thereto is https://www.valiantorganics.com/investors. php?action=showSubcat&id=4.
Material Subsidiary
The Company has 1(one) material subsidiary Company Valiant
Laboratories Limited, as it fulfills the criteria given under
Regulation 16(1)(c) of the Listing Regulations. Pursuant to Regulation 24A of Listing
Regulations, Secretarial Audit Report as prescribed in section 204 of the Companies Act,
2013 for the material subsidiary Company Valiant Laboratories Limited for the Financial
year ended March 31,2023 is annexed as Annexure-D2 and forms an integral part of
this Report.
A Policy on material subsidiaries had been formulated and is available on the website
of the Company and the web link thereto is https://www.valiantorganics.com/assets/
investors/Policy-for-Material-Subsidiary.pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Section 129(3) of the Companies Act, 2013
& Regulation 33 of Listing Regulations and applicable Accounting Standards, the
Audited Consolidated Financial Statements of the Company and its subsidiaries, together
with the Auditors' Report forms part of this Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)
Composition
The composition of the Board is in conformity with Section 149 of the Companies Act,
2013 and Regulation 17 of the Listing Regulations. As on March 31, 2023, the Board
comprises 12 (Twelve) Directors out of which 6 (six) are Executive Directors, 2 (Two)
Non-Executive Directors and 4 (Four) Non-Executive Independent Directors. The Chairman of
the Board is an Independent Director. The Board has highly qualified members and has
varied experience in their respective fields.
Appointment/ Re-appointment:
During the year, Shri Santosh S. Vora (DIN: 07633923) was appointed as an Additional
Director by the Board w.e.f. themselves
May 01, 2022 and appointed as a Non-Executive Director by members through Postal Ballot
on June 15, 2022. Shri Nemin M. Savadia (DIN: 00128256) and Shri Siddharth D. Shah (DIN:
07263018) were appointed as Additional Directors of the Company by the Board w.e.f. May
01, 2022 and June 01, 2022 respectively and their appointment as the Executive Directors
of the Company was approved by members through Postal Ballot on June 15, 2022. Shri
Sathiababu K. Kallada (DIN:
02107652), Non-Executive Director's appointment as an
Executive Director was approved by the members w.e.f. May 01, 2022 through Postal
Ballot on June 15, 1022. Shri Vishnu J. Sawant (DIN 03477593) was reappointed as an
Executive Director of the Company w.e.f July 01, 2022 as approved by members through
Postal Ballot on June 15, 2022.
Further, the Board of Directors based on the recommendations of the Nomination &
Remuneration Committee at its meeting held on August 04, 2022, appointed Shri Navin C.
Shah (DIN: 01415556) and Smt. Sonal A. Vira (DIN: 09505883) as an Additional Independent
Director of the Company for a period of three years w.e.f. August 04, 2022 and Shri Mahek
M. Chheda (DIN: 06763870) was reappointed as an Executive Director of the Company for the
further period of Five years w.e.f. July 06,2023 and such appointment/ reappointment were
also approved by the Members at the 17th Annual General Meeting held on
September 28, 2022.
Shri Mahek M. Chheda and Shri Vishnu J. Sawant Executive Directors of the Company, who
retired by rotation in terms of Section 152(6) of the Companies Act, 2013 were reappointed
at the 17th Annual General Meeting held on September 28, 2022.
Further, the Board of Directors based on the recommendations of the Nomination &
Remuneration Committee at its meeting held on May 19, 2023, appointed Dr. Sudhirprakash B.
Sawant (DIN: 02343218) as an Additional Independent Director of the Company for a period
of five years w.e.f. May 19, 2023 and such appointment was approved by the Members through
Postal Ballot on July 11, 2023. The members by passing special resolution approved his
continuation as an Independent Director of the Company for the said term of Five years,
notwithstanding he attains the age of 75 years during his tenure as an Independent
Director.
Directors retiring by rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
relevant rules made thereunder, one-third of the Directors are liable to retire by
rotation every year and if eligible, offer themselves for re-appointment at the Annual
General Meeting.
Dr. Kiritkumar H. Desai (DIN: 08610595) & Shri Sathiababu K.
Kallada (DIN: 02107652), Directors being longest in the office of the Company shall
retire by rotation at the ensuing Annual for re- General Meeting and being eligible,
offers appointment. Based on recommendation of the Nomination and Remuneration Committee,
the Board of Directors has recommended their re-appointment and the matter is being placed
for seeking approval of members at the ensuing Annual General Meeting of the Company.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2
on General Meetings, necessary details of Dr. Kiritkumar H. Desai & Shri Sathiababu K.
Kallada, are provided as an Annexure to the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Resignation/ Retirement
During the year, Shri Bijal D. Modi resigned as Director of the
Company w.e.f. April 10, 2022 due to medical reasons. Shri Mahesh M. Savadia and Shri
Dinesh S. Shah resigned from the office of the Director effective from April 30, 2022 and
May
30, 2022, respectively due to inability to give adequate time to day to day operations
of the Company. The Board placed on record its appreciation for their valuable
contribution to the Company.
Smt. Jeenal K. Savla and Shri Dhirajlal D. Gala Independent
Directors of the Company retired from directorship on account of completion of second
consecutive term as Independent Directors w.e.f. June 30, 2022. The Board placed on record
its appreciation for valuable contribution during their tenure as an Independent Director
of the Company.
Declarations by Independent Directors
In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of
the Listing Regulations, as amended, each Independent Director of the Company has provided
a written declaration confirmingthat he/she meets the criteria of independence as
stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations.
In the opinion of the Board, Independent Directors fulfill the conditions specified in
Companies Act, 2013 read with the
Schedules and Rules issued there under as well as Listing Regulations and are
independent from Management. All the Independent Directors of the Company have registered
their names in the online database of Independent Directors maintained with the Indian
Institute of Corporate Affairs terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.
Familiarization Programmes
The Company has a Familiarisation programme for its Independent Director which is
imparted at the time of appointment of an Independent Director on Board as well as
annually. During the year, the Independent Directors of the Company were familiarized and
the details of familiarization programmes imparted to them are placed on the website of
the Company and the web link thereto is:
https://valiantorganics.com/assets/investors/details-of-familirisation-programme-2022-2023.pdf
Number of Meetings of the Board
The Board met 5 (five) times during the Financial Year 2022-
23. The details of Board Meetings and the attendance of the Directors at such meetings
are provided in the Corporate Governance Report, which forms part of this Annual Report.
The intervening gap between the meetings was within the prescribed period under the
Companies Act, 2013 and the Listing Regulations.
KEY MANAGERIAL PERSONNEL
As on March 31, 2023 and as on the date of this report, the following are Key
Managerial Personnel of the Company as per Sections 2(51) and 203 of the Companies Act,
2013: i) Shri Arvind K. Chheda- Managing Director ii) Shri Mahek M. Chheda- Executive
Director and Chief
Financial Officer and iii) Ms. Avani D. Lakhani- Company Secretary
During the year under review, there was no change in the Key Managerial Personnel of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(5) of the Companies Act, 2013: a. That in the preparation of the annual
financial statements for the year ended March 31, 2023, the applicable accounting
standards have 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 profitand loss of the Company for that period; c. That the
Directors sufficient had taken proper and care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the Assets of the
Company and for preventing and detecting fraud and other irregularities; d. That Directors
have 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
f. The Directors had devised adequate systems and processes, commensurate with the size
of the Company and the nature of its business, to ensure compliance with the provisions of
all applicable laws and that such systems and processes are operating effectively.
ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and as per the Listing
Regulations, the Board of Directors has carried out annual performance evaluation of its
own performance, the directors individually as well as the working of its Committees.
The Board evaluation was conducted through a questionnaire designed with qualitative
parameters and feedback based on ratings. Evaluation of the Board was based on criteria
such as composition and role of the Board, Board communication and relationships,
functioning of Board Committees, review of performance of Executive Directors, succession
planning, strategic planning, etc.
Evaluation of Directors was based on criteria such as participation and contribution in
Board and Committee meetings, representation of shareholder interest and enhancing
shareholder value, experience and expertise to provide feedback, and guidance to top
management on business strategy, governance, risk and understanding of the organization's
strategy, etc.
The performance of the Committees and Independent Directors were evaluated by the
entire Board of Directors except for the Director being evaluated. The performance
evaluation of the Chairman, Non-Independent Directors and Board as a whole was carried out
by the Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board has constituted the following committees:
- Audit Committee
- Corporate Social Responsibility
- Nomination and Remuneration Committee
- Risk Management Committee
- Stakeholders Relationship Committee
- Finance and Investment Committee
During the year, all recommendations made by the committees were approved by the Board.
Details of all the Committees such as terms of reference, composition and meetings held
during the year under review are disclosed in the Corporate Governance Report, which forms
part of this Annual Report.
AUDIT COMMITTEE
The details of the composition of the Audit Committee, terms of reference, meetings
held, etc. are provided in the Corporate Governance Report, which forms part of this
Report. During the year there were no cases where the Board had not accepted any
recommendation of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The Company's CSR initiatives and activities are aligned to the requirements of Section
135 of the Companies Act, 2013. The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-B
of this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
Your Company through, Aarti Foundation and various other NGOs, has been doing work in
the following sectors.
Education & Skill Development
Childcare & Healthcare Facilities
Women Empowerment
Environment Sustainability
Social Welfare
Disaster relief and rehabilitation
Green Environment Project
The detailed Policy on Corporate Social Responsibility is available on the website of
the Company on the web link provided below; https://www.valiantorganics.com/assets/
investors/CSR%20Policy.pdf
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER
OF PEOPLE EMPLOYED
Human resources have always been of supreme importance at Valiant as they are the
growth-drivers and the mainstay of the organization. The prominence of the people of the
organization stems from the belief that they are the authors of the Company's success
story. Integral to the Company's approach, Human resource development is its distinctive
strategy. The strategy ensures developing and nurturing a team of competent, passionate
and inspiring leaders who would turn to be the scribes of a promising future's slate.
Thus, building a future ready organisation through true to type learning, innovation
and world-class execution. The Company believes that the alignment of all employees to a
shared vision and purpose is crucial for succeeding in the marketplace. Further it
recognises the mutuality of interest with key stakeholders and is committed to building
harmonious employee relations.
VOL is confident that its employees will relentlessly strive to meet the growth agenda,
deliver world class performance and innovate newer things. They will thus uphold human
dignity, foster team spirit and discharge their role as trustees' of all
stakeholders with true faith and allegiance.
The Company cares for its people, customers, suppliers, and community which is
reflected in the Company's policy, programs and development efforts. As of March 31,
2023, the Company had 920 permanent employees at its manufacturing plants and
administrative office.
NOMINATION AND REMUNERATION POLICY
Your Company has in place a Nomination and Remuneration Policy which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. The Policy also lays down criteria for selection and
appointment of Board Members. The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management of the Company is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.
The policy on remuneration and other matters provided in Section 178(3) of the
Companies Act, 2013 has been disclosed in the Corporate Governance Report, which is a part
of this report and is also available on the Company's website at the link:
https://www.valiantorganics.com/assets/
investors/nomination-and-remuneration-policy-new.pdf.
PERSONNEL
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure and forms part
of this report.
In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are
being sent to the Members excluding the aforesaid Annexure. Any Member interested in
obtaining a copy of the Annexure may write to the Company
Secretary at the Registered Office of the Company for a copy of it.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There are no other material changes and commitments affecting the financial position of
the Company occurred between the end of the Financial Year to which these financial
statements relate and the date of the report.
RISK MANAGEMENT
During the year under review, the Company has identified and evaluated elements of
risk. The risk, inter-alia, further includes fluctuations in foreign exchange, Raw
Material
Procurement risk, Environmental & Safety Risk, Working Capital Risk, Market Risk
and Business Operations Risk. The Company has put in place an Enterprise risk management
policy which enables businesses to take faster, informed and quality decisions,
encouraging a risk resilient culture.
The risk management framework defines the risk management approach of the Company and
includes periodic review of such risk and also documentation, mitigating controls and
reporting mechanisms of such risks.
In compliance with Regulation 21 of Listing Regulations, Your Company has a Risk
Management Committee consisting of Shri Mulesh Savla (Chairperson), Shri Arvind Chheda,
Shri Mahek Chheda. The Committee through its dynamic risk management framework
continuously identifies, and takes appropriate measures to mitigate various elements of
risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has clearly laid down policies, guidelines and procedures that form part
of internal financial control systems, which provide for automatic checks and balances.
Your Company has maintained a proper and adequate system of internal controls. The Company
has appointed an Internal Auditor who periodically audits the adequacy and effectiveness
of the internal controls laid down by the
Management and suggests improvements. This ensures that all Assets are safeguarded and
protected against loss from unauthorized use or disposition and that the transactions are
authorised, recorded and reported diligently. Your Company's internal control systems are
commensurate with the nature and size of its business operations. Internal Financial
Controls are evaluated and Internal Auditors' Reports are regularly reviewed by the Audit
Committee of the Board.
Statutory Auditors Report on Internal Financial Controls as required under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act, 2013 is annexed with the Independent
AuditorsReport.
INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
There are no amount due to be transferred to the IEPF account.
RELATED PARTY TRANSACTIONS
The Company has a Policy on Materiality of Related Party Transaction and dealing with
Related Party Transaction. The said policy is available on the website of the Company at
https://www.valiantorganics.com/assets/investors/Related-Party-Transactions- Policy.pdf
All related party transactions that were entered into during the FY 2022-23 were on an
arm's length basis and were in the ordinary course of the business. All transactions
entered with related parties were in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made thereunder and the Listing
Regulations.
All related party Transactions are placed before the Audit Committee for their review
and approval. Prior Omnibus approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party transactions is presented
before the Audit Committee on a quarterly basis specifying the nature, value and terms
& conditions of the transactions.
The details of related party transactions are provided in the accompanying financial
statements.
Particulars of contracts or arrangements with related parties referred to in Section
188 (1) of Companies Act,2013, as prescribed in Form AOC-2 under Rule 8 (2) of the
Companies (Accounts) Rules, 2014 is enclosed as Annexure- C.
The transactions entered by the Company during the Financial Year under review were in
conformity with the
Company's Policy on Related Party Transactions.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 forms part of the notes to the Financial Statement of the
Company.
DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from the public was outstanding as on the
date of the Balance Sheet.
The Company does not have any deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
material orders passed by the There are no significant
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
SAFETY HEALTH AND ENVIRONMENT
The Company operates according to the best practices with regards to environmental,
health, safety and quality standards. With a strong commitment to Safety, Health and
Environment (SHE) norms, the Company conducts regular safety training of employees and
undertakes necessary safety management procedures.
The Company practises eco-friendly manufacturing with minimal to zero discharge of
harmful pollutants.
Out of six Manufacturing units, five are Zero Liquid Discharge Units. The Company has
worked towards reducing plants' energy requirement per unit of output and achieved
moderate cost savings by converting high-pressure steam from manufacturing processes to
power the plants.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and Whistle Blower Policy for its
Directors and employees to report concerns about unethical behaviour, actual or suspected
fraud, actual or suspected leak of UPSI or violation of
Company's Code of Conduct. It also provides for adequate safeguards against the
victimization of employees who avail of the mechanism, and allows direct access to the
chairperson of the audit committee in exceptional cases. Further, your Company has
prohibited discrimination, retaliation, or harassment of any kind against any employee who
reports under the Vigil Mechanism or participates in the investigation.
The said Policy has been posted on the website of the Company and the web link thereto
is https://www. valiantorganics.com/assets/investors/Whistle%20 Blower%20Policy.pdf
AUDITORS AND REPORTS
Statutory Auditors & their Audit Report for the year ended March 31, 2023
At the 13th Annual General Meeting (AGM) held on September 29, 2018 Members
had approved the appointment of Gokhale & Sathe Chartered Accountants (Firm
Registration No: 103264W), as the Statutory Auditors for a period of
5 (five) years to hold office till the conclusion of 18th AGM to be held in
the year 2023. Accordingly, their first term as
Statutory Auditors expires at the conclusion of the 18th AGM. Pursuant to
the provisions of Section 139(2)(b) of the
Companies Act,2013, an audit firm can be appointed for two terms of five consecutive
years each. Accordingly, the Board in its meeting held on May 19,2023 approved the
reappointment of Gokhale & Sathe based on the recommendations of the Audit Committee
and the same is subject to the approval of the Members of the Company. The
Notice of ensuing 18th AGM includes the proposal for seeking
Members' approval for the re-appointment of Gokhale &
Sathe as the Statutory Auditors, for the second term of 5
(five) years commencing from the conclusion of the 18th AGM until the
conclusion of the 23rd AGM to be held in the year 2028.
Gokhale & Sathe has provided their consent and a certificate of their eligibility
under sections 139 and 141 of the Companies Act,2013 and the Companies (Audit and
Auditors) Rules 2014 for their continuance as the Statutory Auditors of
In terms theCompanyforthesecondtermof5 of the Listing Regulations, the Auditors have
confirmed that Board they hold a valid certificate of the ICAI.
The Auditors have issued an unmodified opinion on the
Financial Statements, both standalone and consolidated for the financial year ended
March 31, 2023. The said Auditors' Report(s) for the financial year ended March 31, 2023
the financial statements of the Company forms part of this
Annual Report.
The Auditors Report for the financial year ended March 31, 2023 does not contain any
qualification, adverse remark or reservation and therefore, do not call for any further
explanation or comments from the Board under Section
134(3) of the Companies Act, 2013. The Auditors had not reported any fraud under
Section 143(12) of the Companies Act, 2013 and therefore no details are required to be
disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Record and Audit) Rules, 2014 the Company is required to maintain cost
accounting records and have them audited every year. The Cost accounts and records as
required to be maintained are duly made and maintained by the Company.
The Board has re-appointed Ketaki D. Visariya, Cost Accountants, (Membership No.16028)
as the Cost Auditors of the Company for Financial Year 2023-24 under Section 148 and all
other applicable provisions of the Companies Act, 2013.
The remuneration payable to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution for seeking
Member's ratification for the remuneration payable to Ketaki D.
Visariya, Cost Accountants, is included at Item No. 11 of the notice convening the
Annual General Meeting.
Secretarial Auditor & their Audit Report for the year ended March 31, 2023
Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made
thereunder, the Board had appointed CS Sunil M Dedhia (COP no. 2031), Proprietor of Sunil
M. Dedhia & Co, Company Secretary in practice to undertake Secretarial audit of the
Company.
The Secretarial Audit Report is included as Annexure-D1 and forms an integral
part of this Report. The Secretarial Audit
Report does not contain any qualifications, reservations, adverse remarks or
disclaimer. During the year under review, the Secretarial Auditor had not reported any
fraud under Section 143(12) of the Companies Act, 2013 and therefore no details are
required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act,2013, the
Annual Return as on March 31,
2023 is available in prescribed format on the Company's website on
www.valiantorganics.com
CORPORATE GOVERNANCE
Corporate Governance essentially involves balancing the interests of a Company's
stakeholders. The Company is committed to good Corporate Governance practices and the
Corporate Governance practices of the Company are a reflection of its values, policies and
relationship with our stakeholders.
Your Company has complied with the mandatory Corporate Governance requirements
stipulated under the Listing Regulations. A separate Report on Corporate Governance is
annexed hereto forming part of this report together with the requisite certificate
Accountants as stipulated under the Listing Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management
Discussion and Analysis Report, capturing your Company's performance, industry trends and
other material changes with respect to your Company's and its subsidiaries, wherever
applicable, for the year under review is presented in a separate section forms an integral
part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORTING (BRSR)
The Listing Regulations mandate the inclusion of the Business Responsibility &
Sustainability Reporting as part of the Annual Report for top 1000 listed entities based
on market capitalisation. BRSR for the year under review, as stipulated under Regulation
34 (f) of Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562
dated May 10, 2021 is in a separate section forms an integral part of the Annual Report.
DISCLOSUREUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has constituted an Internal Complaints Committee, under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has
a policy and framework for employees to report sexual harassment cases at workplace. The
Company's process ensures complete anonymity and confidentiality of information.
The Company has Zero tolerance towards any action on the part of any one which may fall
under the ambit of Sexual Harassment at workplace and is fully committed to uphold and
maintain the dignity of every woman working with the Company.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The below table provides details of complaints received/ disposed during the Financial
year 2022-23.
Particulars |
No. of Complaints |
Number of complaints at the beginning of the financial year |
0 |
No. of complaints filed and resolved during the financial year |
0 |
No. of complaints pending at the end the financial year |
0 |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to
time, are provided in Annexure?E to this report.
SECRETARIAL STANDARDS COMPLIANCE
During the year under review, the 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.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the Financial Year 2022-23, the Company has not made any settlement with its
bankers for any loan/ facility availed or/and still in existence.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
During the Financial Year 2022-23, there was no application made and proceeding
initiated / pending by any Financial and/or Operational Creditors against your Company
under the Insolvency and Bankruptcy Code, 2016 (the Code). Further, there is
no application or proceeding pending against your company under the code.
GREEN INITIATIVE
Your Company has adopted a green initiative to minimize the impact on the environment.
The Company has been circulating the copy of the Annual Report in electronic form to all
members whose email addresses are available with the Company. Your Company appeals to
other members to also register themselves for receiving the Annual Report in electronic
form.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation for the dedicated
services rendered by the employees of the Company at all levels and the constructive
cooperation extended by them. Your Directors would like to express their grateful
appreciation for the assistance and support by all Shareholders, Government Authorities,
Auditors, financial institutions, Customers, employees, suppliers, other business
associates and various other stakeholders.
|
|
For and on Behalf of the Board |
|
Arvind K. Chheda |
Mahek M. Chheda |
Place: Mumbai |
Managing Director |
Executive Director |
Date: May 19, 2023 |
DIN: 00299741 |
DIN: 06763870 |
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