Your Directors are pleased to present the Thirty Fourth Annual Report onbusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended March 31 2021. This report states compliance as per therequirements of the Companies Act 2013 ("the Act") the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") and other rules and regulations as applicable tothe
1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY
The summary of Standalone (Company) and Consolidated (Company and its Subsidiaries)financial performance for the year under review as compared to the previous financial yearare given below:
(Rs. in Lakhs)
|Sr. No. Particulars || |
| ||March 31 2021 ||March 31 2020 ||March 31 2021 ||March 31 2020 |
|1 Net Sales / Income from Operations ||24834.13 ||21437.31 ||30971.67 ||27623.19 |
|2 Other Income ||728.98 ||498.66 ||800.55 ||472.80 |
|3 Total Income (1+2) ||25563.11 ||21935.97 ||31772.22 ||28095.99 |
|4 Total Expenditure ||19889.25 ||18245.62 ||24392.37 ||22983.07 |
|5 Operating Profit before Finance Cost Depreciation Tax and Minority Interest (3-4) ||5673.86 ||3690.35 ||7379.85 ||5112.92 |
|6 Finance Cost ||639.83 ||777.13 ||730.21 ||872.23 |
|7 Depreciation ||1157.57 ||1092.22 ||1266.43 ||1192.50 |
|8 Profit before Tax and Minority Interest (5-6-7) ||3876.46 ||1821.00 ||5383.21 ||3048.19 |
|9 Provision for Taxation ||1213.82 ||541.87 ||1451.45 ||761.98 |
|10 NetProfit after Interest (8-9) ||2662.64 ||1279.13 ||3931.76 ||2286.21 |
|11 Non-Controlling Interest ||- ||- ||19.54 ||78.59 |
|12 Net Profit after Tax and Non-Controlling Interest (10-11) ||2662.64 ||1279.13 ||3912.22 ||2207.62 |
|13 Total other Comprehensive Income (Net of Tax) ||(18.33) ||(22.95) ||(18.00) ||(110.38) |
|14 Total Comprehensive Income ||2644.31 ||1256.18 ||3894.22 ||2097.24 |
1. The previous years figures have been regrouped wherever necessary.
2. The above figures are extracted from the Audited Standalone and ConsolidatedFinancial Statements as per Indian Accounting Standards (Ind AS).
3. Figures have been rounded off to the nearest decimal.
2. PERFORMANCE REVIEW
THE FINANCIAL HIGHLIGHTS OF THE COMPANYS PERFORMANCE (STANDALONE) FOR THE YEARENDED MARCH 31 2021 ARE AS UNDER:
The Revenue from operations stood at Rs.24834.13 Lakhs in 2020-21 as compared toRs.21437.31 Lakhs in the previous year
Profit before tax stood atRs.3876.46 Lakhs in 2020-21 as compared to Rs.1821.00 Lakhsin the previous year
Net profit after tax stood atRs.2662.64 Lakhs in 2020-21 as compared to Rs.1279.13Lakhs in the previous year
Earnings per share for the year 2020-21 stood at Rs.9.97/- per share as comparedto Rs.4.86/- per share in the previous year
THE FINANCIAL HIGHLIGHTS OF THE COMPANYS PERFORMANCE (CONSOLIDATED) FOR THE YEARENDED MARCH 31 2021 ARE AS UNDER:
Consolidated Revenue from operations stood at Rs.30971.67 Lakhs in 2020-21 ascompared to Rs.27623.19 Lakhs in the previous year
Profit before tax stood atRs.5383.21 Lakhs in 2020-21 as compared to Rs.3048.19 Lakhsin the previous year
Net profit after tax stood atRs.3931.76 Lakhs in 2020-21 as compared to Rs.2286.21Lakhs in the previous year
Earnings per share for the year 2020-21 stood at Rs.14.66/- per share as compared toRs.8.38/- per share in the previous year
Considering the consistent financial disturbance andperformance of your Company andpromising future prospects while retaining capital to maintain a healthy Capital AdequacyRatio and to support future growth your Board of Directors have declared interim dividendof Rs.0.80/- per Equity Share involving a cash outflow of Rs.213.56 Lakhs and recommend afinal dividend of 60% (Rs.1.20/- per Equity Share) on Equity Shares of Rs.2/- each for thefinancial year ended March 31 2021. The total Dividend amount aggregates to Rs.320.34Lakhs. The declaration and payment of dividend is subject to the approval of shareholdersat the ensuing Annual General Meeting of the Company and shall be subject to deduction ofincome tax at source. The total dividend for FY 2021 amounts to Rs.2/- per Equity Share& would involve a total Cash outflow of Rs.533.90 Lakhs.
4. MATERIAL CHANGES TRANSACTION AND COMMITMENT CHANGE IN THE NATURE OFBUSINESS IF ANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT.
Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and date of this report are given below.
GLOBAL PANDEMIC COVID-19
In March 2020 the World Health Organisation (WHO) declared COVID-19 a global pandemic.Consequent to this Government of India declared nation-wide lockdown for 21 days on March24 2020 which further got extended till May 3 2020 with conditional relaxations afterApril 20 2020 for the regions where the spread had been contained or was minimal thelockdown was further extended till May 17 2020 then till May 31 2020 to preventcommunity spread of COVID-19 in India resulting in significant reduction in economicactivities.
On May 30 it was announced that lockdown restrictions were to be lifted from thenonwards while the ongoing lockdown would be further extended till June 30 for only thecontainment zones. Services were resumed in a phased manner starting from June 8. It wastermed as "Unlock 1.0". The second phase of unlock Unlock 2.0 was announcedfor the period of 1 to 31 July with more ease in restrictions. Thereafter Unlock 3.0 wasannounced for August.
The outbreak of COVID-19 pandemic globally and in India is causing significant ofeconomic activity. In many countries businesses are being forced to cease or limit theiroperations for long or indefinite periods of time. Measures taken to contain the spread ofthe virus including travel bans quarantines social distancing and closures ofnon-essential services have triggered significant to businesses worldwide resulting in aneconomic slowdown.
The Companys Plant was closed w.e.f. March 23 2020 to April 13 2020 (22 days)due to lockdown. However the Company got permission on April 14 2020 from concernedauthorities subject to fulfilment of certain conditions to partially start manufacturingoperations to meet export orders backlog.
The Company has assessed the impact of this pandemic on its business operations and hasconsidered all relevant internal and external information available up to the date ofapproval of these financial results to determine the impact on the Companys revenuefrom operations for foreseeable future and the recoverability and carrying value ofcertain assets such as property plant and equipment investments inventories and tradereceivables. As the situation is unprecedented the Company is closely monitoring thesituation as it evolves in the future.
5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE materialDuring the year under review no significant orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Companys operations infuture.
6. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Managements Discussion and Analysis Report for the year as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") is presented in a separate sectionforming part of the Annual Report.
7. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2021 stands at Rs.53389760 dividedinto 26694880 equity shares of Rs.2/- each.
The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares to the employees or Directors of the Company under anyScheme (including sweat equity shares) during the year. As on March 31 2021 none of theDirectors of the Company hold instruments convertible into Equity Shares of the Company.
8. TRANSFER TO RESERVES
The Company transferred a sum of Rs.500 Lakhs to the General Reserves. An amount ofRs.5943.42 Lakhs is proposed to be retained in the Statement of Profit and Loss ofstandalone financials.
9. CREDIT RATING
The Companys financial discipline and prudence is reflected in the strong creditratings ascribed by ICRA Limited as given below:
|Instrument ||Rating |
|Long Term Debt ||ICRA A- (Stable) |
|Short Term Debt ||ICRA A2+ |
10. SUBSIDIARY COMPANIES
As on March 31 2021 the Company has six subsidiaries including two overseassubsidiaries and one step down overseas subsidiary. There has been no material change inthe nature of the business of the subsidiaries. There are no associate companies or jointventure companies within the meaning of Section 2(6) of the Act. Financials ofsubsidiaries are disclosed in the consolidated financial statements which forms part ofthis Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited Accounts in respect of subsidiaries are available on the website ofthe Company.
The Board has approved a Policy Statement for determining Material Subsidiaries of theCompany and the same is available on the website of the Company i.e.www.acrysilcorporateinfo.com under Company Policies in the InvestorRelations section.
The Audit Committee of the Company reviews the financial statements in particular theinvestments made by the unlisted subsidiary company. The minutes of the Board Meetings ofthe unlisted subsidiary companies were also placed at the Board Meeting of the Company.
The Company has three operating subsidiary companies: Acrysil UK Limited Acrysil GmbHGermany and Acrysil Steel Limited. Further two subsidiary companies are yet to commencebusiness: Acrysil Appliances Limited and Sternhagen Bath Private Limited.
The performance highlights of subsidiaries and their contribution to the overallperformance of the Company during the financial year ended March 31 2021 are as under:
|Subsidiary || |
Performance during FY 2020-21 (Rs.in Lakhs)
Contribution to overall performance of the Company (%)
| ||Revenue ||Profit After Tax ||Revenue ||Profit After Tax |
|Acrysil UK Limited ||6371.94 ||932.67 ||20.57 ||23.72 |
|Acrysil GmbH Germany ||584.26 ||268.78 ||1.89 ||6.84 |
|Acrysil Steel Limited ||2361.17 ||130.30 ||7.62 ||3.31 |
Further pursuant to Accounting Standard AS21 issued by the Institute of CharteredAccountants of India Consolidated Financial Statements presented by the Company in thisAnnual Report include the financial information of its subsidiary.
11. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act 2013 (hereinafter referred toas the "Act") read with the Companies (Accounts) Rules 2014 applicableAccounting Standards prescribed by the Institute of Chartered Accountants of India and theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as the "Listing Regulations") the ConsolidatedAudited Financial Statements forms part of the Annual Report.
Pursuant to section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts)Rules 2014 a statement containing the salient features of the financial statements of aCompanys subsidiaries is given in Form AOC-1 which forms an integral part of theAnnual Report. The statement also provide details of performance and financial position ofeach of the subsidiaries.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:
The Board of Directors of the Company is led by the Executive Chairman and ManagingDirector Mr. Chirag Ashwin Parekh and comprises of five other Independent Directors as onMarch 31 2021.
In accordance with the provisions of Section 152 of the Companies Act 2013 andCompanys Articles of Association Mr. Chirag Ashwin Parekh Chairman and ManagingDirector of the Company retires by rotation at the ensuing Annual General Meeting and theBoard of Directors on the recommendation of Nomination and Remuneration Committee hasrecommended his reappointment and being eligible has offered himself for re-appointment.
All Independent Directors of the Company have given declarations to the Company underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence aslaid down under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations.
The Independent Directors have also confirmed that they have complied with theCompanys Code of Business Conduct & Ethics.
In the proficiency of Company the Company has adopted requisites step towards theinclusion of the name of all Independent Directors in the Data Bank maintained with theIndian Institute of Corporate Affairs Manesar ("IICA"). Accordingly theIndependent Directors of the Company have registered themselves with the IICA for the saidpurpose. Pursuant to the Section 150 of the Act read with Rule 6 of the Companies(Appointment & Qualification of Directors) Rules 2014 the Independent Directors arerequired to undertake Online Proficiency Self-assessment Test conducted by the IICA withinthe period of two (2) years from the date of inclusion of their names in the Data Bank.
KEY MANAGERIAL PERSONNEL (KMP):
Mr. Chirag Ashwin Parekh Chairman and Managing Director Mr. Anand Sharma ChiefFinancial Officer and Mrs. Neha Anup Poddar Company Secretary and Compliance inaccordance with the provisions of Section 2(51) and Section 203 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
13. BOARD MEETINGS
During the year 7 (Seven) Board Meetings were held with gap between Meetings notexceeding the period prescribed under the Companies Act 2013. Details of Board andcommittee meetings held during the year are given in the Corporate Governance Report whichforms part of the Annual Report. Board meeting dates are finalised in consultation withall directors and agenda papers backed up by comprehensive notes and detailed backgroundinformation are circulated well in advance before the date of the meeting thereby enablingthe Board to take informed decisions. A detailed presentation is also made to apprise theBoard of important developments in industry segments business operations marketingproducts etc. In accordance with the provisions of Schedule IV of Companies Act 2013("the Act") and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI LODR Regulations") a separate meeting of theIndependent Directors of the Company was held on Thursday March 18 2021 to review theperformance of Non-Independent Directors (including the Chairperson) and the entire Board.
The Independent Directors also reviewed the quality quantity and time lines of theflow of information between the Management and the Board.
14. COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report. aretheKeyManagerial Personnel
15. BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing
Regulations a structured questionnaire was prepared after taking into considerationthe various aspects of the Boards functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance.
The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Non- Executive Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
16. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME
The Company familiarises its Independent Directors pursuant to the requirements ofRegulation 25 of LODR with their roles rights responsibilities in the Company nature ofthe industry in which the Company operates and business model management structureproduct portfolio Industry overview manufacturing operations internal control systemand processes FOREX management risk management framework functioning of variousdivisions HR Management CSR activities etc. The details of such familiarisationprogrammes for Independent Directors are posted on the website of the Company and can beaccessed at www.acrysilcorporateinfo.com.
17. REMUNERATION POLICY OF THE COMPANY
The Remuneration Policy of the Company for appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company along with otherrelated matters have been provided in the Corporate Governance Report and is also postedon the website of the Company and can be accessed at www.acrysilcorporateinfo.com.
As and when need arises to appoint Director the Nomination and Remuneration Committee(NRC) of the Company determines the criteria based on the specific requirements. NRC whilerecommending candidature to the Board takes into consideration the qualificationattributes experience and Independence of the Candidate. Director(s) appointment andremuneration are made as per Nomination and Remuneration Policy of the Company.
18. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments are as per Section 186 of the Actby the Company and have been disclosed in the notes to the financial statements.
19. AUDITORS a. STATUTORY AUDITORS
M/s. P A R K & Company Chartered Accountants (Firm Registration Number: 116825W)were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from FY2017 18 to 2021 22 at the 30th Annual General Meeting held onSeptember 20 2017. In view of the amendment to Section 139 of the Companies Act 2013the Company is not required to ratify the appointment of the Statutory Auditor at everyAnnual General Meeting. Hence the item of ratification of appointment of StatutoryAuditor is not considered in this Annual General Meeting. The Auditors have confirmed thatthey are not disqualified from continuing as Auditors of the Company.
In view of the same M/s. P A R K & Company Chartered Accountants will continue toact as Statutory Auditors of your Company for Financial Year 2021-22.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation adverse remark or disclaimer.
b. COST AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to maintain costrecords and accordingly such accounts are made and records have been maintained for theyear 2020-21.
The Board of Directors on the recommendation of the Audit Committee has appointedM/s. S. K. Rajani & Co. Cost Accountants (FRN: 101113) as the Cost Auditors of theCompany for the financial year ending 31st March 2022 at a remuneration asmay be mentioned in the Notice convening the 34th Annual General Meeting forconducting the audit of the cost records maintained by the Company.
A resolution seeking ratification by the members for the remuneration payable to CostAuditor will form part of the Notice of the 34th Annual General Meeting of theCompany and same will be recommended for your consideration and approval.
c. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. P. P. Shah & Co. a firm Secretaries in Practice to conduct theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport for the financial year 2020-21 forms part of the Annual Report as "AnnexureIII" to the Boards Report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.
The Board has appointed M/s. P. P. Shah & Co. Practicing Company Secretaries asSecretarial Auditors of the Company for financial year 2021-22.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditors Certificate on Corporate Governance forms part of Annual Report.The Auditors Certificate for financial year 2020-21 does not contain anyqualification reservation or adverse remark.
20. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
In the opinion of the Board the Company has an Internal
Financial Control System commensurate with size scale and complexity of itsoperations. The internal financial controls are adequate and are operating effectively soas to ensure orderly and efficient conduct of business operations.
The Companies Act 2013 has mandated the Company to have a formal framework of InternalFinancial Controls (IFC) and has also laid down specific responsibilities on the BoardAudit Committee Independent Directors and Statutory Auditors with regard to IFC.
Accordingly the Company has adopted financial control system and framework to ensure:
The orderly and efficient conduct of its business
Safeguarding of its assets
The prevention and detection of frauds and errors
The accuracy and completeness of the accounting records and
The timely preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as part of IFC frameworkand take necessary corrective actions wherever weaknesses are identified as a result ofsuch reviews. These have been designed to provide reasonable assurance about recording andproviding reliable financial and operational information complying with applicablestatutes safeguarding assets from unauthorised use executing transactions with properauthorisation and ensuring compliance of Corporate Policies.
Based on this evaluation no significant events had come to notice during the year thathave materially affected or are reasonably likely to materially affect our IFC. Themanagement has also come to a conclusion that the
IFC and other financial reporting was effective during the year and is adequateconsidering the business operations of the Company.
The Statutory Auditors of the Company has audited the IFC with reference to FinancialReporting and their Audit Report is annexed as "Annexure B" to theIndependent
Auditors Report under Standalone Financial Statements and Consolidated FinancialStatements respectively. Internal Controls are continuously evaluated by the InternalAuditors and Management. Findings from internal audits are reviewed by the Management andby the Audit Committee and corrective actions and controls have been put in place wherevernecessary. Scope of work of Internal Auditors covers review of controls on accountingstatutory and other compliances and operational areas in addition to reviews relating toefficiency and economy in operations.
During the year Internal Financial Controls (IFC) testing process was done in order toreview adequacy and strength of IFC followed by the Company. As per the assessment thereare no major concerns and controls are strong.
The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and those systems are adequate and operatingeffectively.
21. AUDIT COMMITTEE
The Company has an Audit Committee pursuant to the requirements of the Section 177 ofthe Act read with the rules framed there under and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details relating to thesame are given in the Report on Corporate Governance forming part of this Report.
During the Financial year 2020-21 the recommendations and ratifications of AuditCommittee were duly approved ratified and accepted by the Board of Directors.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Companies Act 2013 and Rulesframed there under your Company has adopted a policy for CSR and the Board has constituteda Committee for implementing the CSR activities. Composition of the Committee and otherdetails are provided in Corporate Governance Report. In the financial year 2020-21 theCompany has undertaken various CSR activities directly and/ or through implementing agencyand the projects undertaken by the Company are in accordance with Schedule VII of theCompanies Act 2013. The report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is given in "Annexure I"forming part of this report.
23. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and Redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder. Thecompany has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 for reporting and conducting inquiry into thecomplaints made by the victim on the harassment at the work place. During the year underreview there were no complaints pertaining to sexual harassment.
24. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT
Your Company recognizes that the risk is an integral part of business and is committedto managing the risks in proactive and efficient manner. Your Company periodicallyassesses the risks in the internal and external environment along with treating the risksand incorporates risk management plans in its strategy business and operational plans.Your Company through its risk management process strives to contain impact and likelihoodof the risks within the risk appetite as agreed from time to time with the Board ofDirectors.
Major risks identified for the Company by the management are Currency fluctuationManufacturing & Supply Information Technology and new capital investments return. Themanagement is however of the view that none of the above risks may threaten the existenceof the Company as robust Risk mitigation mechanism is put in place to ensure that there isnil or minimum impact on the Company in case any of these risks materialise. The Board ofDirectors has also adopted a formal Risk Management policy for the Company whereby risksare broadly categorised with the parameters of identification assessment monitoring andmitigation of various risks.
Policy on Risk Management is posted on the website of the Company and can be accessedat www.acrysilcorporateinfo.com.
25. VIGIL MECHANISM
The Board of Directors of the Company has approved and adopted a Whistle Blower Policyof the Company for establishing a vigil mechanism for directors and employees to reportgenuine concerns regarding fraud or unethical behaviour as required under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Inappropriate cases any personnel of the Company can have direct access to the auditcommittee. We affirm that no personnel has been denied access to the Audit Committee. TheWhistle Blower Policy is posted on the website of the Company athttp://www.acrysilcorporateinfo.com/public/upload/ pdf/9512vigil-mechanism.pdf.
26. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered during the financial year were at armslength basis and in the ordinary course of the Companys business. All such contractsor arrangements were entered into only with prior approval of the Audit Committee. Omnibusapproval was obtained for the transactions of repetitive nature. The Policy on Materialityof Related Party Transactions and dealing with Related Party Transactions as approved bythe Board is uploaded on the Companys website athttp://www.acrysilcorporateinfo.com/public/upload/pdf/5203related-party-transcation-policy.pdf.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large and thus a disclosure inForm AOC-2 in terms of Section 134 of the Act is not required.
None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than sitting fees payable to them.
27. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided under "AnnexureII" which is annexed to this Report.
A statement comprising the names of top 10 employees in terms of remuneration drawn isnot being sent along with this annual report to the Members of the Company in line withthe provisions of Section 136 of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid
Annexure is also available for inspection by Members at the Registered Office of theCompany 21 days before and up to the date of the ensuing Annual General Meeting duringthe business hours on working days. In terms of Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014 the statement showing the name of the employees drawingremuneration in excess of the limit specified in the Rules are not applicable on theCompany as during the period no employee of the Company was drawing salary in excess ofthe that drawn by the Managing Director or Whole time Director.
The Company takes a very pragmatic approach towards insurance. Adequate cover has beentaken for all movable and immovable assets against unforeseeable perils like fire riotearthquake floods terrorism and other risks which are considered necessary by themanagement. In addition to this coverage a statutory Public Liability Insurance Policyhas been taken to cover the Company for providing against the public liability arising outof industrial accidents for employees working in plants.
The Company has not accepted any deposits during the year from the public fallingwithin the ambit of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. However your company has accepted exempted depositsas per the Act.
30. ANNUAL RETURN
The Annual Return of the Company as on March 31 2021 is available on theCompanys Website and can be accessed at www.acrysilcorporateinfo.com.
31. SECRETARIAL STANDARDS
During the year 2020-21 the Company has complied with all the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
32. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134 of the Companies Act 2013 in relation tofinancial statements of the Company for the year ended March 31 2021 the directors tothe best of their knowledge and belief hereby a. that in the preparation of the annualaccounts for the financial year ended March 31 2021 the applicable accounting standardsand Schedule III of the Companies Act 2013 have been followed and there are no materialdepartures from the same; b. that the directors have selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe etc. financial year ended March 31 2021 and of the profit of the Company for thatperiod; c. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. that the Directors have prepared the annual accounts on agoing concern basis; e. that the Directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively; and f. that the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of energy technology absorption foreignexchange earnings and outgo as required to be given under Section 134 of the Act readwith the Companies (Accounts) Rules 2014 is furnished in "Annexure IV"and forms part of this report.
34. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governancereinforcing the valuable relationship between the Company and its Stakeholders.
Pursuant to Regulation 34 of the SEBI LODR Regulations a separate report on CorporateGovernance has been included in this Annual Report along with a certificate from theStatutory Auditors of the Company regarding the compliance with the provisions of theCorporate Governance.
All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2020-21. A declaration to this effect signed by the Chairman& Managing Director of the Company is contained in this Annual Report.
The Chairman & Managing Director and CFO have certified to the Board with regard tothe financial statements and other matters as required under Regulation 17(8) of the SEBILODR Regulations and the said certificate is contained in this Annual Report.
35. CMD AND CFO CERTIFICATION
Certificate from Mr. Chirag A. Parekh Chairman and Managing Director and Mr. AnandSharma CFO pursuant to the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for the year under review was placed before the Board ofDirectors of your Company at its meeting held on May 20 2021. The Certificate forms partof this Report.
36. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Pradip Shah Partner of M/s. P. P. Shah & Co. Practicing Company Secretarieshas issued a certificate as required under the SEBI (LODR) Regulations 2015 confirmingthat none of the Directors on the Board of your Company have been debarred or disqualifiedfrom being appointed or continuing as Director of companies by the SEBI / Ministry ofCorporate Affairs or any such statutory Authority. The certificate forms part of thisReport.
37. HUMAN RESOURCE
Your Company firmly function is closely integrated with the business and has been animportant pillar supporting growth aspiration. The function focuses on LeadershipDevelopment Succession Planning and Skills & Competency Development. At Acrysil theHuman Resource function is a business partner that focuses on improving the way of lifework culture employee engagement productivity effectiveness and efficiency. The Companybelieves in developing an engaged efficient and committed employee base that is aware andempowered. Employee Engagement Programs are an integral part of the function andare designed in a manner that keeps motivational levels high and they range fromcompetitive sports to celebration festivals cultural events to recognition throughrewarding for exceptional achievement. Company also conducts in-house training programs todevelop leadership as well as technical /functional capabilities in order to meet futuretalent requirements. Industrial relations were cordial throughout the year.
38. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and Rules framed thereunder.
39. ANNUAL SECRETARIAL COMPLIANCE REPORT
Mr. Pradip Shah of M/s. P. P. Shah & Co. Practicing Company Secretaries hasissued Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (LODR)Regulations 2015 which shall cover a broad check on compliance with applicable SEBIRegulations and circulars/ guidelines issued thereunder on annual basis. The said Reporthas been filed with the Stock Exchanges on May 18 2021.
The equity shares of your Company continue to be listed at BSE Ltd. (BSE) and theNational Stock Exchange of India Ltd. (NSE).
|Exchange ||Scrip Code ||ISIN |
|NSE ||ACRYSIL ||INE482D01024 |
|BSE ||524091 || |
have been paid for all of The listing fees for fiscal the above stock exchanges wherethe equity shares of the Company are listed.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. The Managing Director of the Company does not receive any remuneration or commissionfrom any of its subsidiaries.
42. EMPLOYEE STOCK OPTION
Acrysil Limited - Employee Stock Option Plan 2021
During the year the Board of Directors ("the Board") of the Company at itsmeeting held on March 18 2021 based on the recommendation of the Nomination &Remuneration Committee approved introduction of Acrysil Limited - Employees Stock OptionPlan 2021 (ESOP-2021) under which the maximum number of equity shares of theCompany that could be created offered issued and allotted should not exceed 300000(Three Lakhs) options exercisable into equivalent number of Equity Shares of Rs.2/- eachfully paid up of the Company.
The synopsis of the Scheme is as under:
i) Overall limit of 300000 Options
ii) The Scheme is extended to Permanent employees of the Company whether working inIndia or outside India and / or to the directors of the Company whether whole-time ornot and to such other persons as may be decided by the Board and/or permitted under SEBIESOP Regulations (hereinafter referred to as Eligible Employees) butexcluding an Independent Director(s) an employee who is a promoter or a person belongingto the promoter group and the director(s) who either himself or through his relative orthrough any body corporate directly or indirectly holds more than 10% of the outstandingequity shares of the Company.
iii) Permanent employee(s) and Directors of any existing and future subsidiarycompany(ies) of the Company whether in or outside India as may be permissible under theSEBI ESOP Regulations from time to time
iv) The Exercise Price shall be Rs.60/- per Equity Share payable at the time ofexercise of Options.
v) The Company sought and received Shareholders approval for the said Schemethrough Postal Ballot on May 3 2021.
vi) Under the Scheme 225000 Options were granted to eligible employees on May 202021 by the Company at an exercise price of Rs.60/- per option. None of the optionsgranted are vested or exercised as on date.
The details as required to be disclosed under Section 62 of the Act read with Rule 12of Companies (Share Capital and Debentures) Rules 2014 and SEBI (Share Based EmployeeBenefits) Regulations 2014 is attached as an Annexure V formingpart of this report.
The ESOP-2021 was approved by the Board of Directors and the shareholders videresolution dated March 18 2021 and May 3 2021 respectively.
Subsequently there was an amendment in the ESOP-2021 approved by the Nomination &Remuneration Committee vide resolution dated May 20 2021 as under: In case of Death:All Unvested Options shall vest in him on the day of death and may be exercised by theOption Grantees nominee or legal heir/s within the exercise period as per theScheme.
In case of Permanent Disability: All Unvested Options shall vest in him on the dayof Permanent Disability and may be exercised by the Option Grantee or if the OptionGrantee is himself/ herself unable to exercise due to such incapacity the nominee orlegal heir shall exercise within the exercise period as per the Scheme.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government and regulatoryauthorities stock exchange customers vendors and members during the year under review.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the Companys executives staff and workers.
By order of the Board of Directors
For Acrysil Limited
Chirag A. Parekh
Chairman and Managing Director
Place: New York
Date: May 20 2021
B-307 Citi Point J. B. Nagar Andheri - Kurla Road
Andheri (East) Mumbai - 400 059.
Tel.: 022-4015 7817/18