To,
The Members,
The Directors take immense pleasure in presenting the Seventieth (70th)
Annual Report of the Company and the Audited Statements of accounts for the financial year
ended 31st March, 2023.
1. CORPORATE OVERVIEW
Your Company, Ador Welding Limited (ADoR) was incorporated in the year 1951 and has
come a long way to become one of India's leading players in the welding industry. Your
Company's Vision is "Creating the Best Welding Experience".
ADoR has a huge spectrum of products offering and aims to provide "Complete
Welding Solutions" to the "World of Manufacturing" for enhancing
their operational efficiency. our presence is there across seventy (70) odd countries and
our corporate headquarter is based in Mumbai.
2. FINANCIAL PERFORMANCE & THE STATE OF COMPANY'S AFFAIRS
|
|
(Rs. in Lakhs) |
| Sr. No. Key Financial Indicators |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
| 2.1 Sales & Other Income (Net of GST, Discount & Incentives) |
78,343 |
66,696 |
| 2.2 Profit before exceptional items Interest, Depreciation, Tax & Other
Comprehensive Income |
9,388 |
6,385 |
| 2.3 Exceptional items |
(80) |
898 |
| 2.4 Profit before Tax (PBT) |
7,911 |
5,821 |
| 2.5 Provision for Tax (Including Deferred Tax) |
1,982 |
1,319 |
| 2.6 (Loss) / Profit after Tax (PAT) |
5,929 |
4,502 |
| 2.7 Total Comprehensive Income / (Loss) |
5,861 |
4,441 |
3. DIVIDEND & RESERVE
The Board of Directors is pleased to recommend a Dividend of 175% (i.e. @ Rs. 17.50 per
Equity Share) for the Financial Year (FY) 2022-23, subject to the approval of the Members.
The total amount of Dividend, to be disbursed for FY 2022-23, is Rs. 2379.73 Lakhs,
subject to applicable TDS. Further, the Dividend amount will be paid out of the profits of
the Company.
The Dividend for FY 2022-23 shall be paid to those Shareholders and Beneficial owners,
whose names appear in the Register of Members (RoM) as on the cut-off date for dividend
payment.
The Board recommends transfer of 10 % of the Net profits to General reserve.
The dividend recommendation is in accordance with the Dividend Distribution policy
("policy") of the Company, the said policy is available on the website of your
Company at https:// www.adorwelding.com/wp-content/ uploads/
2021/07/Dividend-Distribution-Policv.pdf
4. SHARE CAPITAL
The paid-up Equity Share Capital as at 31st March, 2023 stood at Rs.
1,359.85 Lakhs. During the financial year under review, the Company has neither issued
shares nor convertible securities nor shares with differential voting rights nor granted
any stock options or sweat equity or warrants. As at 31st March, 2023, none of
the Directors of the Company hold instruments convertible into Equity Shares of the
Company.
5. FINANCE & ACCOUNTS
During the financial year under review, there was no revision in the Credit Rating of
the Company. The rating Agency Care maintained "A+" (Single A Plus; Outlook:
Stable) rating for the Company's long term borrowings and "A1 +" (A One Plus)
rating for the Company's short term borrowings. The Company also obtained Ratings from
CRISIL Ratings and was assigned CRISIL A+/Stable for Long Term Rating & CRISIL A1 for
Short Term Rating.
As mandated by the Ministry of Corporate Affairs (MCA), the financial statements for
the financial year ended 31st March, 2023 have been prepared in accordance with
the Indian Accounting Standards (Ind AS), notified under Section 133 of the Companies Act,
2013 (hereinafter referred to as "the Act"), read with the Companies (Accounts)
Rules, 2014, as amended from time to time. The estimates and judgements relating to the
Financial Statements are made on a prudent basis, so as to reflect a true & fair form
and substance of transactions and reasonably present the Company's state of affairs,
profits & cash flows for the financial year ended 31st March, 2023.
The Notes to the Financial Statements adequately cover the Audited Statements and form
an integral part of this Report.
6. OPERATIONS
In FY 2022-23, the total Sales & Other Income increased by 17 % as compared to last
FY 202122. The year ended with Sales & Other Income of Rs. 78,343 Lakhs. (Rs. 66,696
Lakhs)*.
The Company's Net Sales and Other Income during FY 2022-23 comprised the following:
6.1 Welding Consumables at Rs. 61,449 Lakhs (Rs. 53,540 Lakhs)*
6.2 Equipment and Welding Automation at Rs. 11,504 Lakhs (Rs. 9,854 Lakhs)*
6.3 Flares & Process Equipment Business at Rs. 4,723 Lakhs (Rs. 2,754 Lakhs)*
6.4 Other Income of Rs. 667 Lakhs mainly comprised of forex gain, interest, rent &
export incentives etc. (Rs. 548 Lakhs)*
(*Figures in brackets indicate previous year)
7. CAPEX
The Company incurred CAPEX of Rs. 1,983 Lakhs during FY 2022-23. The Capital
work-in-progress as at 31st March, 2023 was Rs. 192 Lakhs. CAPEX planned for FY
2023-24 is Rs. 4430 Lakhs, mainly for the following:-
a. Automation / modernization at Consumables and Equipment Plants.
b. Plant & Machinery for capacity expansion of certain products, and also for
improvement of "productivity & in-process quality".
c. Replacement of Old Machineries.
d. Upgradation of R&D Infrastructure.
e. Information Technology (IT) upgradation, digitalization & Compliances.
f. Replacement of Vehicles.
8. PERFORMANCE OF THE SUBSIDIARY COMPANY
The Company does not have any material subsidiary. The Board of Directors of the
Company has approved a Policy for determining material subsidiaries, which is in line with
the provisions of SEBI (LODR) Regulations 2015, as amended from time to time. The said
Policy has been uploaded on the Company's website at the following weblink:
https://www.adorwelding.com/wp-content/ uploads/2021/07/Policy-for-determining-Material-
Subsidiarv.pdf
Ador Welding Academy private Limited (AWApL)
The Board of Directors of AWAPL, at its meeting held on 28th May, 2021, had
considered and approved the scheme of amalgamation (merger by absorption), pursuant to
Sections 230 to 232 read with Section 234 and other relevant provisions of the Companies
Act, 2013, of its wholly owned subsidiary, AWAPL ('Transferor Company') with Ador Welding
Limited ('Transferee Company').
Further during the financial year 2021-22, your Company had filed an application on 01st
September, 2021 involving Composite Scheme of Arrangement of AWAPL with AWL before the
Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench, which was subject to
necessary statutory and regulatory approvals, under the applicable laws, including
approval of the Hon'ble NCLT. Your Company thereafter took all the necessary statutory and
regulatory approvals under applicable laws.
The Scheme was finally approved by the Hon'ble NCLT, on 03rd February, 2023,
while the Certified Copy of the order approving the Scheme was issued on 22nd
February, 2023. the Scheme contemplates the Effective Date as the date on which the
Certified Copy of the order is filed with the Registrar of Companies. Consequent to the
receipt of the Certified Copy of the order from Hon'ble NCLT, during the year under
review, your Company has given effect to the Scheme of Amalgamation (Merger by Absorption)
of Ador Welding academy private Limited ("AWApL") with Ador Welding Limited
("Awl") on 16th March, 2023, being Effective Date, thereby recording
the amalgamation of AWAPL into AWL, from the Appointed Date as 01st April,
2021. In view of this, AWAPL ceases to be the wholly-owned Subsidiary of the Company.
9. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated financial statements till previous FY 2021-22 related to M/s. Ador
Welding Ltd. (AWL) and its wholly owned subsidiary, M/s. Ador Welding Academy Pvt. Ltd.
(AWAPL). Since the Company had given effect to the Scheme of Amalgamation (Merger by
Absorption) of Ador Welding Academy Private Limited ("AWAPL") with Ador Welding
Limited ("AWL") from 16th March, 2023, the consolidated financial
statement of the Company and its subsidiary for FY 2022-23 is not applicable.
10. COMPOSITE SCHEME OF ARRANGEMENT
Scheme of Amalgamation (Merger by Absorption) of Ador Fontech Limited with Ador Welding
Limited
The Board of Directors of the Company, at its meeting held on 31st May,
2022, considered and approved the Scheme of Amalgamation (Merger by Absorption) of Ador
Fontech Limited (ADFL) with Ador Welding Limited (AWL) and their respective shareholders
under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
("the Scheme").
The Scheme is subject to receipt of the approval of the requisite majority of the
public shareholders and creditors (if applicable) of the Companies, the Stock Exchanges
where the Shares of the Company are listed, the Securities and Exchange Board of India
(SEBI), the Hon'ble National Company Law Tribunal, Mumbai bench and other statutory &
regulatory authorities, as may be applicable.on the Scheme becoming effective, the
shareholders of ADFL, as on the record date, will receive an aggregate of 05 (five) equity
shares of AWL for every 46 (forty-six) equity shares held by them in ADFL.
The proposed Scheme would be in the best interest of both the Companies and their
respective shareholders, employees, creditors and other stakeholders, as the proposed
restructuring, pursuant to this Scheme of Amalgamation is expected, inter alia, to result
in the following benefits:
a. The consolidation of the businesses of ADFL with AWL will create one of the largest
welding & cutting products manufacturers and refurbishment player in the industry.
b. Creation of a combined entity, by hosting all the products under the brand
"ADOR", will result in diversified portfolio of products, economies of scale,
operational rationalization, efficiency of management, broader & deeper market
presence and will ultimately maximize value for the shareholders.
c. Greater synergies between businesses and optimum use of manufacturing facilities,
marketing strength, R & D facilities, optimized production, streamlining of supply
chains, enhancing customer delight, brand strengthening and certifications will result in
productivity gains, thereby maximizing value for the shareholders.
d. It will enable greater access to different market segments in conduct of its
business and addition of new products in the portfolio, would improve the competitive
position of the combined entity.
e. optimum use of infrastructure will happen and organizational efficiency will
increase by pooling of financial, managerial, and technical resources, personnel,
capabilities, skills, expertise and technologies of ADFL with AWL, thereby significantly
contributing to the future growth and maximizing shareholder value.
f. Better financial leverage, will result in greater efficiency in cash & debt
management and unfettered access to cash flow, generated by the combined business, can be
deployed more efficiently, to realize higher margins for the combined entity.
g. Improved organizational capability and leadership, arising from the pooling of human
capital, who have the diverse skills, talent and vast experience, will help compete
successfully in an increasingly competitive industry.
h. Cost savings will happen because of standardization and simplification of business
processes, elimination of duplication and rationalization of administrative expenses.
i. Reduction in regulatory & legal compliances and avoidance of multiple records
keeping.
j. Strengthening ability will help us face increasing competitive, regulatory,
environmental and global risks; thereby resulting in sustainable and profitable long-term
growth for the combined entity.
n. RISK MANAGEMENT
Given the diversified scale of operations, your Company has formulated an Enterprise
risk Management (ERM) framework to manage various financial & non-financial risks,
operational & nonoperational risks, amongst other risks. The Board takes
responsibility of the overall process of risk management throughout the organization.
the ERM policy of the Company helps to continuously assess & monitor the risks
assumed by the Company, the processes are in place for identifying, evaluating and
managing the risks. Based on the ERM policy, the Board hereby states that there are no
elements of risks, which threaten the existence / going concern status of the Company.
Further, since your Company falls under "Top 1000 Companies", based on market
capitalization, since 31st March, 2021, a Risk Management Committee was
constituted in last FY 2021-22 to oversee implementation of the Risk Management
Policy, to monitor & evaluate risks, basis appropriate methodology, processes &
systems and to keep the Board of Directors informed and recommend the actions, to be
taken.
12. RELATED PARTY TRANSACTIONS (RPTs)
The Policy on Related Party Transactions (RPTs) is reviewed by the Audit Committee
& approved by the Board of Directors in a timely manner and as & when necessary.
The said policy is uploaded on the Company's website at the following web link:
https://www.adorwelding.com/wp-content/ uploads/2022/05/RPT-Materialitv-Policv-2022-23.
pdf
During FY 2022-23, the Company entered into certain Related Party Transactions, in the
ordinary course of business and on arms' length basis, with prior approval of the Audit
Committee. Omnibus approvals are obtained on a quarterly basis for all the transactions,
which are foreseeable & repetitive in nature and the details of all related party
transactions are placed before the Audit Committee and the Board for review & approval
on a quarterly basis.
There were no material related party transactions (RPTs), undertaken by the Company,
during the financial year under review, that required shareholders' approval under
Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act,
2013.
All transactions entered with the Related Parties for the financial year 2022-23 under
review were on arms length basis and were not material. Hence, disclosure pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form AOC-2 is not required. Further, there are no materially significant Related Party
Transactions executed between the Company & its Promoters, Directors, Key Managerial
Personnel or other designated persons, that may have a potential conflict, with the
interest of the Company, at large.
None of the Directors have any pecuniary relationships or transactions vis-a-vis the
Company, except remuneration, commission, sitting fees and reimbursement of expenses, to
the extent applicable. All Related Party Transactions are given / mentioned in the notes
to accounts. The Company has developed a framework through Standard operating procedures
(Sops), for the purpose of identification and monitoring of such Related party
transactions.
13. ANNUAL RETURNS
Pursuant to Sections 92 & 134(3) of the Companies Act, 2013, read with rule 12 of
the Companies (Management and administration) rules, 2014, as amended, the draft of annual
return for FY 2022-23 in e - form MGT-7 is available on the Company's website:
https://www.adorwelding.
com/wp-content/uploads/2023/07/Merged-MGT- 7-to-be-uploaded.pdf
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Under the "Corporate Social responsibility" (CSR) drive, the Company has
spent an amount of rs. 63.47 Lakhs during FY 2022-23, out of its budgeted annual CSR
expenditure of Rs. 63.34 Lakhs & has spent Rs. 9.67 Lakhs, out of Rs. 10.50 Lakhs
parked in the Unspent Corporate Social Responsibility Account (UCSR) for an "Ongoing
project". The various projects / initiatives, undertaken by the Company, were in the
following areas:
a. promoting education among children, women, elderly and differently abled, including
special education & employment enhancing vocational skills, especially skill
development and encouraging safety practices in welding & allied fields for
economically challenged / financially weaker sections of the Society.
b. Empowering women towards individual and professional development opportunities.
c. promoting healthcare, sanitation & hygiene for the non-privileged /
underprivileged.
Your Company understands its duties towards the society and considers social
responsibility as an integral part of its operations. Your Company tries to ensure that
its CSR initiatives have a meaningful impact on the society at large & that the
contribution made by it, reaches the beneficiary at the earliest, with the aim to create a
long-term positive impact.
The Company is committed to continuously explore new opportunities, in alignment with
its CSR philosophy & policy and strives to create a positive impact on the society,
through its CSR 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 are
set out, in a format prescribed in the Companies (CSR policy) Rules, 2014, as amended from
time to time, in Annexure - I to this Report. The CSR policy is also available on
Company's website at URL: https://www.adorwelding.com/wp-content/
uploads/2022/05/CSR-policv-FY-2022-23.pdf
The composition of the CSR Committee is covered under the Corporate Governance Report,
which is annexed to this Report as Annexure - III.
Brief on "Ador Foundation"
"Ador Foundation" is a social initiative, undertaken by all Ador Group
Companies from FY 2022-23 onwards. The mission of the Foundation is to take the Ador
Group's socially conscious legacy forward, through initiatives in the field of Education,
Women Empowerment, Skill-Development & Health Care, which are also considered as four
pillars of the foundation. All the projects are personally vetted by the personnel of the
Foundation & by at least two of our Directors and confirmed to be good, genuine and
beneficial to the underprivileged society at large. Ador believes in doing well by giving
good. It is our firm belief that the long-term success of a corporate depends on giving
back to the society it operates in and ensuring its operations are sustainable.
15. LOANS, GUARANTEES & INVESTMENTS
The details of Loans, Guarantees & Investments, covered under the provisions of
Section 186 of the Companies Act, 2013, are given in the notes to the Financial
Statements, forming part of this Annual Report.
16. FIXED DEPOSIT
Your Company had no opening balances of fixed deposits. Further, the Company has not
accepted or renewed any deposits, within the meaning of Section 73 of the Companies Act
2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
17. SECRETARIAL STANDARDS (SS)
Your Company has complied with all the applicable Secretarial Standards (SS), issued by
the Institute of Company Secretaries of India (ICSI), from time to time.
18. INSURANCE
All the properties / assets of the Company are adequately insured.
19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The information required under Section 134(3) (m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014 with respect to the conservation of energy,
technology absorption & foreign exchange earnings / outgo is annexed hereto as Annexure
- II.
20. CORPORATE GOVERNANCE
As per the Listing Agreements executed with the Stock Exchanges, the Company has been
following the Corporate Governance Code since FY 2001-02. Your Company has strived to
comply with all the requirements of Good Corporate Governance for the period 01st
April, 2022 to 31st March, 2023 (i.e. FY 2022-23), pursuant to Regulation 27(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per
Regulation 34(3) read with Schedule V to SEBI (LODR) Regulations, 2015, a separate section
on the Corporate Governance practices, followed by the Company, together with Corporate
Governance Compliance Certificate received from M/s. N. L. Bhatia & Associates,
Practicing Company Secretaries, Secretarial Auditors of the Company, confirming compliance
forming an integral part of this Report is annexed hereto as Annexure - III.
The Management Discussion and Analysis (MDA) Report, as mandated under Schedule V to
SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015, is also
annexed to this Report as Annexure - IV.
21. SIGNIFICANT & MATERIAL REGULATORY ORDERS
During FY 2022-23, there were no significant orders passed against the Company by any
regulators or courts or tribunals, impacting the going concern status and the Company's
operations, in future. However, Members attention is drawn to the Statement on Contingent
Liabilities and Commitments in the Notes, forming part of the Financial Statement.
There was no application made or proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
22. NOMINATION, REMUNERATION & BOARD DIVERSITY POLICY
The Board of Directors has framed a policy, on the recommendation 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
https://www.adorwelding.com/wp-content/ uploads/2021 /07/criteria_for_payment_to_NEDs. pdf
In case of re-appointment of Non-Executive & 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.
The details of the Remuneration Policy for Directors, are explained in the Corporate
Governance Report, annexed hereto as Annexure - III.
23. INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations under Section
149(7) of the Act, stating that they meet the criteria of independence, as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In
terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence. They
have also given declaration under Rule 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) rules, 2014, that their profile is uploaded / registered in
the databank, as maintained by the Indian Institute of Corporate affairs (IICA), within
the stipulated time. Further, the Independent Directors have also completed their KYC
confirmation on the MCA website.
Pursuant to rule 8(5)(iii)(a) of the Companies (accounts) rules, 2014, in the opinion
of the Board, the Independent Directors are competent, experienced and are the persons of
expertise (including the proficiency), having positive attributes, standards of integrity,
ethical behavior, qualifications & independent judgement.
Your Company has in all 06 (six) Independent Directors, including 01 (one) Woman
Independent Director, as on 31st March, 2023. the Independent Directors met on
03rd February, 2023, without the presence of the Non-Independent Directors and
Members of the Management, as required under SEBI (LoDR) regulations, 2015 and the
Companies Act 2013, to discuss on various important matters & evaluate the working
culture in the Company / operations of the Management (Whole-time Directors & KMps).
24. DIRECTORS & KEY MANAGERIAL PERSONNEL
During FY 2022-23 the following changes occurred in the composition of the Board of
Directors of the Company:
a. the Board of Directors, on the recommendation of the Nomination & remuneration
Committee, appointed Mr. Navroze S. Marshall (DIN: 00085754) as an additional Director
(Non- executive & Independent) with effect from 21 st May, 2022, subject to
the approval of the Shareholders. the appointment of Mr. Navroze S. Marshall was
thereafter ratified by the Shareholders at the subsequently held 69th annual
General Meeting for FY 2021-22.
b. In accordance with the provisions of Section 152 of the Act and the Company's
articles of association (AoA), Mr. ravin a. Mirchandani (DIN: 00175501), Non-executive
Director, retires by rotation at the forthcoming Annual General Meeting and, being
eligible, offers himself for re-appointment. the Board recommends his re-appointment for
consideration of the Members of the Company at the forthcoming Annual General Meeting.
Brief profile of Mr. ravin A. Mirchandani has been given in the Notice convening the 70th
Annual General Meeting.
c. Subsequent to the end of the financial year 2022-23, the Board of Directors, on the
recommendation of the Nomination & remuneration Committee, re-appointed Mr. Aditya T.
Malkani (DIN: 01585637) as the Managing Director for a period of three (03) years with
effect from 14th September, 2023, subject to the approval of the Shareholders
at the ensuing Annual General Meeting, considering his rich experience in business /
strategic management, marketing & financial management as well as his long term
association with the Company / Ador Group of almost 16 years. According to the Company's
Articles of Association (AoA), the Managing Director is not liable to retire by rotation.
The brief profile of Mr. Aditya T. Malkani has been given in the Notice convening the
70th Annual General Meeting. In the interest of the Company's continued
prosperity and well-being, the Board recommends his re-appointment as the Managing
Director at the ensuing Annual General Meeting.
d. the abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the
Companies Act, 2013 & rule 14(1) of the Companies (Appointment & Qualification of
Directors) rules, 2014, along with their consent in Form DIR-2, pursuant to Section 152 of
the Companies Act, 2013 & rule 8 of the Companies (Appointment & Qualification of
Directors) rules, 2014.
e. Necessary resolutions for the re-appointment of the abovenamed Directors have been
included in the Notice convening the ensuing 70th Annual General Meeting and
details of the proposed appointees, as required pursuant to Regulation 36 of SEBI (LODR)
Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are given in the
Appendix to the Explanatory Statement annexed to the said Notice.
25. DIRECTORS PERFORMANCE EVALUATION
The annual evaluation process of the Board of Directors, individual Directors and
Committees of the Board was conducted in accordance with the provisions of the Act and
SEBI (Listing obligations and Disclosure requirements) regulations, 2015. a structured
questionnaire was prepared after taking into consideration various aspects of the Board's
functioning, composition, structure, effectiveness of the Board & Committee Meetings,
execution & performance of specific duties, obligations & governance. The
performance evaluation of the Board of its own performance & that of its Committees
and individual Directors, including the Executive Chairman and the Independent Directors
was completed during the year under review. The NRC reviewed the performance of individual
directors on the basis of criteria, such as the contribution of the individual director to
the Board and committee meetings, like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. and the Board as a
whole. The Board of Directors expressed their satisfaction with the evaluation process.
The evaluation process endorsed the Board's confidence in the ethical standards of the
Company, cohesiveness amongst the Board members, flexibility of the Board and management
in navigating the various challenges faced from time to time and openness of the
management in sharing strategic information with the Board.
The manner of evaluation has been explained in the Corporate Governance Report in
Annexure - III.
26. DIRECTORS RESONSIBILITY STATEMENT
Pursuant to Sections 134(3)(c) & (5) of the Companies Act, 201 3, the Board of
Directors of the Company, to the best of their knowledge and ability, hereby confirms
that:
a. in preparation of the Annual Accounts for FY 2022-23, all the applicable Accounting
Standards (AS) have been followed, along with proper explanation relating to material
departures, if any;
b. the Directors have selected such accounting policies & practices and applied
them consistently & made judgments and estimates, that are reasonable and prudent, so
as to give a true & fair view of the state of affairs of the Company and of the
profits of the Company for the year ended 31st March, 2023;
c. the Directors have 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 & detecting fraud and other irregularities;
d. the Directors have prepared the Annual Accounts, on a going concern basis;
e. the Directors have laid down internal financial controls, to be followed by the
Company and that such internal financial controls are adequate & were operating
effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all the applicable laws and that such systems were adequate & operating
effectively.
27. BUSINESS RESPONSIBILITY & SUSTANABILITY REPORT
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business
Responsibility & Sustainability Report (BRSR), in the prescribed format, is annexed as
Annexure VII and forms an integral part of 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 MCA.
28. AUDIT COMMITTEE & ITS RECOMMENDATIONS
The composition of the Audit Committee is covered under the Corporate Governance
Report, which is annexed to this Report as Annexure - III.
The Audit Committee plays a key role in providing assurance about financial statements
to the Board of Directors. Significant audit observations, if any, and corresponding
corrective actions taken by the Management are presented to the audit Committee.
The Board has accepted all the recommendations of the audit Committee and hence, there
is no further explanation to be provided for, in this Report.
29. NUMBER OF BOARD MEETINGS
The Company has conducted 06 (six) Board meetings during FY 2022-23 and the details
thereof are covered in the Corporate Governance Report, which is annexed to this Report as
annexure - III.
30. COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority / charter.
The following Committees, constituted by the Board, function according to their
respective roles and defined scope / charter:
a. audit Committee (aC)
b. Nomination and Remuneration Committee (NRC)
c. Risk Management Committee (RMC)
d. Corporate Social Responsibility Committee (CSR)
e. Stakeholders' relationship Committee (SRC)
31. KEY MANAGERIAL PERSONNEL
The following are the Key Managerial personnel (KMps) of the Company as on 31st
March, 2023:
a. Mr. aditya T. Malkani, Managing Director
b. Mr. Vinayak M. Bhide, Company Secretary & Compliance officer
c. Mr. Surya Kant Sethia, Chief Financial officer
32. STATUTORY AUDITORS
M/s. Walker Chandiok & Co. LLp, Chartered accountants, (FRN: 001076N / N500013),
Mumbai, were re-appointed as the Statutory auditors of the Company for a second term of 5
(five) consecutive years at the 67th annual General Meeting (AGM) of the
Members held on 22nd September, 2020, i.e. until the conclusion of the 72nd
annual General Meeting, on such remuneration, as mutually agreed upon by the Board of
Directors and the Statutory auditors.
Their remuneration is fixed annually, as recommended by the audit committee and
approved by the Board of Directors.
33. STATUTORY AUDITOR'S REPORT
The Report of the Statutory auditor, forming part of the annual Report, does not
contain any qualification, reservation, adverse remark or disclaimer. the observations
made in the auditor's Report are self-explanatory and therefore do not call for any
further comments / explanations.
34. SECRETARIAL AUDITOR & ITS REPORT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the rules
made thereunder, the Board of Directors had appointed M/s. N.L. Bhatia & associates,
(Unique Identification Number: p1996MH055800), a firm of Company Secretaries in practice,
to undertake the Secretarial audit of the Company for FY 2022-23.
The Secretarial Audit Report is annexed herewith as Annexure - V. there
are no qualifications in the said Report and therefore no explanations are provided in
this Report.
35. COST AUDITOR & ITS REPORT
Pursuant to the provisions of Section 1 48 of the Companies Act, 2013, the Board of
Directors, on the recommendation of the audit Committee, had appointed M/s. Kishore Bhatia
& associates, Cost accountants, Mumbai, as the Cost auditor of the Company for FY
2022-23.
The brief information of the Cost auditor and the Cost audit Report is as under:
a. Name of the Cost auditor: M/s. Kishore Bhatia & associates
b. address: 701/702, D-Wing, Neelkanth Business park, Nathani Road, Vidhyavihar (West),
Mumbai - 400 086, Maharashtra, India.
c. Membership No.: 31166
d. Firm Registration No.: 00294
e. Due date of submitting Cost Audit report for FY 2021-22 by the Cost auditor with the
Company: Within 180 days from the end of the financial year (by 30th September,
2022)
f. actual Date of filing of Cost audit report for FY 2021-22 with the Central
Government: 22nd august, 2022
The Company has appointed M/s. Kishore Bhatia & associates, Cost accountants,
Mumbai (Firm registration No. 00294) as the Cost auditors for the financial year 2023-24,
as well. M/s. Kishore Bhatia & associates have, under rule 6(1A) of the Companies
(Cost records and audit) rules, 201 4, furnished a certificate of their eligibility and
consent for the said appointment. As required under the Companies Act, 2013, the
remuneration payable to the Cost auditor for FY 2023-24 is being placed before the Members
at the ensuing annual General Meeting, for ratification.
The cost records of the Company, as specified by the Central Government under
sub-section (1) of Section 148 of the Companies act 2013, are duly prepared &
maintained by the Company.
36. VIGIL MECHANISM & WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the act and regulation 4(2)(d)(iv) of SEBI (LoDR)
regulations, 2015, the Company has framed a policy on Vigil Mechanism - cum - Whistle
Blower, which enables any Director, employee & Stakeholder of the Company to report
their genuine concerns / instances of any unethical / improper activity, directly to the
Chairman of the audit Committee, as a protected Disclosure. the employees who join the
Company are apprised of the availability of the said policy as a part of their induction
schedule. the policy also provides adequate safeguards against victimization of persons,
who may use such mechanism.
The detailed policy is also posted on the Company's Intranet portal "SANVAD"
and also onto its website at the following weblink: https://www.adorwelding.
com/wp-content/uploads/2021/07/Mechanism- For-Whistle-Blower-For-Stakeholders11.pdf
37. POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has "zero tolerance" for sexual harassment at workplace and has
complied with the provisions relating to the constitution of Internal Complaints Committee
(ICC) under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
redressal) Act, 2013", as amended from time to time, which looks into the complaints
received, if any. All women associates (permanent, temporary, contractual and trainees) as
well as any women visiting the Company's office / factory premises and women service
providers are covered under this Policy. ADOR is committed to creating a safe and healthy
work environment, where every employee, irrespective of gender, is treated with respect
and is able to work without any fear of discrimination, prejudice, gender bias, or any
form of harassment at workplace.
Further, there were no complaints received by the Committee during the financial year
2022-23. The Company has also adopted a policy under the said Act, which is placed on its
internal portal as well as on the website of the Company, which can be viewed at the
following weblink: https://www.adorwelding.com/wp-content/
uploads/2022/02/PQSH-Policv_2022-1.pdf
38. TRANSFER OF UNCLAIMED DIVIDEND To INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) rules,
2016 ("IEPF rules"), as amended from time to time, dividends, if not claimed
within / for a period of 07 (seven) years from the date of transfer to the Unpaid Dividend
Account of the Company, are liable to be transferred to the Investor Education and
Protection Fund ("IEPF"). Furthermore, IEPF rules mandate the Companies, to
transfer shares of the Members, whose dividends remain unpaid / unclaimed for a period of
07 (seven) consecutive years to the demat account of IEPF Authority. The said requirement
does not apply to shares, in respect of which there is specific order of the Court,
Tribunal or Statutory Authority, restraining any transfer of shares.
In the light of the aforesaid provisions, the Company has, during the financial year
2022-23 under review, transferred to IEPF, the unclaimed dividend of Rs. 17,46,250/-
pertaining to FY 2014-15. Further, 15,255 equity shares of the Company, in respect of
which dividends were not claimed / remained unpaid for 07 (seven) consecutive years or
more, have also been transferred to the demat account of IEpF Authority. The details of
the transfer of unclaimed dividend to the Investor Education and protection Fund
("IEpF") are provided in detail in the Corporate Governance Report, annexed as
Annexure III, to this report.
The Members, may claim dividends and / or shares from IEPF Authority, by submitting an
online application in the prescribed electronic Form IEPF- 5, available on the website
www.iepf.gov.in and subsequently send a physical copy of the e-form along with its
acknowledgement, duly signed, to the Company along with the requisite documents enumerated
in the said e-form IEPF-5. No claims shall lie against the Company, in respect of the
dividend / shares, so transferred. Members may also kindly refer to the Refund Procedure
for claiming the aforementioned amounts & shares transferred to IEPF Authority, as
detailed / given on www.iepf.gov.in
Whilst the Company has already written to the Members, informing them about the due
date for transfer of their shares to IEPF, the attention of the shareholders is once again
drawn to this matter through the Annual Report. The data on unpaid / unclaimed dividend
and shares is also available on the Company's website at www.adorwelding.com. Investors,
who have not yet encashed their unclaimed / unpaid dividend amounts are requested to
correspond with the Company's Registrar and Share Transfer Agent, at the earliest. Those
Members / Shareholders, who do not remember / recollect having encashed their dividend,
can also check the "List of Unpaid Dividends", posted on the website of the
Company.
39. HUMAN RESOURCE (EMPLOYEES)
At ADOR, employee well-being is of utmost importance. The Company has a structured
induction process at all its locations and undertakes training programs to upgrade skills
/ knowledge of its employees. Objective appraisal systems, based on key result areas
(KRAs), are in place for its employees. ADOR believes in harnessing the potential of the
employees, by providing them adequate training, opportunities and inclusive work culture,
in order to achieve Company's goal, in line with the overall employee development. The
industrial relations at all the Plants and Offices of the Company continue to remain
harmonious, cordial and peaceful.
Disclosure 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 is annexed to this Report, as Annexure VI.
Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 1 97 (1 2) of the Act, read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, if any, is provided in the Annexure forming part of this report. In terms of
proviso to Section 136(1) of the Act, the Report and the Accounts are being sent to the
shareholders, excluding the aforesaid Annexure. The said Statement is also open for
e-inspection / physical inspection, 21 (twenty one) days before and up to the date of the
ensuing 70th Annual General Meeting, during business hours on working days. Any
Member interested in obtaining a copy of the same, may write to the Company Secretary.
None of the employees, listed in the said Annexure, are related to any of the Directors of
the Company or to each other. None of the employees hold (by himself / herself or along
with his / her spouse and dependent children) more than 2% (two percent) of the Equity
Shares of the Company.
The on-roll manpower strength of the Company, as at the date of this Report, is 616.
40. MATERIAL CHANGES & COMMITMENTS
There were no material changes, affecting the financial position of the Company
subsequent to the close of the financial year 2022-23, at least till 30th May,
2023 i.e. the date of this report.
41. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY
The Board has adopted policies & procedures of governance for orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding its
assets, prevention & detection of frauds and errors, accuracy & completeness of
the accounting records and timely preparation of reliable financial disclosures. ADoR has
an effective internal control system, which is constantly assessed and strengthened. The
Company's financial internal control systems are commensurate with the nature of its
business, the size and complexity of its operations.
The Internal auditor reports to the audit Committee. the audit committee defines the
scope and authority of the Internal auditor. the Internal auditor monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of the Internal auditor, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations
and the corresponding corrective actions are, thereafter presented to the audit Committee,
on a quarterly basis and as & when required.
42. REPORTING OF FRAUDS
There were no instances of fraud, during the financial year 2022-23, which required the
Statutory auditors to report to the audit Committee and / or Board under Section 143(12)
of the Ac and rules framed thereunder.
43. DISCLOSURE W.R.T. VALUATION
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done, while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable during
the financial year under review.
44. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted the Code of Conduct for prevention of Insider trading (pit)
for dealing / trading in the Securities of the Company, in accordance with the Securities
and Exchange Board of India (Prohibition of Insider Trading) (amendment) regulations,
2018. The Code of Conduct for Prevention of Insider Trading & Code of Corporate
Disclosure Practices is also uploaded on the website of the Company at the following
weblink: https://www.adorwelding.com/ wp-content/uploads/2022/12/Code-of-practices-
and-procedures-for-fair-disclosure-of-unpublished- price.pdf
All the Directors, employees and third parties such as auditors, consultants, vendors,
traders, etc, who could have access to the Unpublished Price Sensitive Information (UPSI)
of the Company, are governed by this code. The objective of PIT Code is to protect the
interest of the shareholders at large, to prevent misuse of any unpublished price
sensitive information and to prevent any insider trading activity, by / while dealing in
shares of the Company, by / through its Designated Persons and their immediate relatives.
The trading window is closed during the time of declaration of results and occurrence of
any material events, as per the Code. The Company Secretary & Compliance officer, is
responsible for setting forth procedures and implementation of the Code for trading in the
Company's securities.
45. ENVIRONMENT & HEALTH
Your Company is conscious of the importance of environmentally clean and safe
operations. aDor has undertaken various initiatives, which contribute towards sustainable
development. Your Company strives to operate, after taking into consideration various
environmental, social and governance initiatives / guidelines / laws, in order to achieve
maximum output by optimum utilization of available resources, in environment friendly
manner / ways.
The detailed explanation w.r.t. the intiatives taken by the Company from health &
environment perspective in given in BrSr report, annexed herewith as annexure VII.
46. ANNUAL LISTING FEES
The Company affirms that the annual listing fees for the financial year 2023-24 have
been paid to both M/s. National Stock exchange of India Limited (NSE) and M/s. BSE Limited
(Bombay Stock exchange).
Your Company has also paid its annual custodial fees to M/s. National Securities
Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL).
47. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere gratitude and
warm appreciation for the invaluable contribution and spirit of dedication shown by the
employees, including the support staff, at all levels during FY 2022-23. Your Directors
also express their deep gratitude for the business assistance, co-operation and support
extended to your Company by its
Customers, Distributors, Dealers, Vendors, Suppliers, Service providers, Bankers,
various Government organizations / Agencies & the Shareholders and look forward to
their continued support and co-operation in the future, as well.
|
For and on behalf of the Board |
|
Ninotchka Malkani Nagpal |
|
Executive Chairman |
|
(DIN: 00031985) |
| Place: Mumbai |
|
| Date: 30th May, 2023 |
|
|