Your Directors hereby present the 49th Annual Report of your Companytogether with audited financial statements for the year ended on March 31 2022.
Your Company's financial performance during the year ended March 312022 as compared to previous financial year is summarized below:
(Rs in lakhs)
|Particulars ||2021-22 ||2020-21 |
|Period ||12 months ||12 months |
|Revenue from Operations ||217901.56 ||163148.40 |
|Other Income ||1387.89 ||1305.18 |
|Pro t / (Loss) before Tax ||44257.82 ||37607.38 |
|Tax Credit / (Expense) ||(12003.48) ||(9585.86) |
|Pro t / (Loss) for the year ||32254.34 ||28021.52 |
|Other Comprehensive Income ||33.91 ||(72.11) |
|Total Other Comprehensive Income for the year ||32288.25 ||27949.41 |
|Retained Earnings || || |
|Opening Balance ||77500.57 ||49551.16 |
|Add: || || |
|Total comprehensive income for the year ||32288.25 ||27949.41 |
|Less: || || |
|Dividends including dividend tax ||35522.94 ||- |
|Closing Balance ||74265.88 ||77500.57 |
|EPS (Basic ) ||183.40 ||159.34 |
|EPS (Diluted ) ||183.40 ||159.34 |
OPERATING RESULTS AND PROFIT
During the year under review total revenue from operations of yourCompany was 217901.56 Lakhs as compared to 163148.40 Lakhs during previous financialyear with an approx. 34% increase in the total revenue as compared to previous year. YourCompany's profit before tax in financial year 2021-22 was 44257.82 Lakhs as compared to aprofit before tax of 37607.38 Lakhs in previous year and the Total Comprehensive Incomefor the financial year 2021-22 was 32288.25 Lakhs as compared to 27949.41 Lakhs in theprevious year.
Considering the performance and to appropriately reward the Members inview of excellent profits the Directors earlier declared a special interim dividend of192/- per equity share involving a cash out flow of 33764 lakhs. The Directors have nowdeclared a second interim dividend of 105/- per equity share involving a cash out flow of18465 lakhs at their meeting held on May 26 2022. The Board has not recommended anyfinal dividend. The total dividend for FY 2021-22 amounts to 297/- per equity share andwould involve a total cash out flow of 52229 lakhs.
TRANSFER TO RESERVES
The Company is not required to transfer any amount to its reserves andaccordingly no amount is transferred to reserves during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) a Management Discussionand Analysis Report forms part of this Report and is annexed hereto.
A review of the performance and future outlook of the Company and itsbusinesses as well as the state of the a airs of the business along with the financialand operational developments have been discussed in detail in the Management Discussionand Analysis Report which forms part of this Report.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash FlowStatement forms part of the Annual Report. The Company does not have any subsidiaries andhence is not required to publish Consolidated Financial Statements.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review:
1. Following directors were appointed at the 48th Annual GeneralMeeting of the Company held on August 13 2021:
|DIN ||Name of Director ||Category ||Resolution number and type ||Tenure |
|08830690 ||Mr. Robbie Alphons Maria Buntinx ||Non-Executive and Non-Independent Chairman of the Board ||Resolution 4 Ordinary Resolution ||w.e.f. August 28 2020 |
|00046815 ||Mr. Vinesh Prabhakar Sadekar ||Non-executive and Independent Director ||Resolution 5 Ordinary Resolution ||For a period of three consecutive years w.e.f. 01 January 2021 |
|07533471 ||Mr. Sanjeev Madan ||CFO and Whole-time Director ||Resolution 6 Special Resolution ||For a period of three years w.e.f. 01 January 2021 |
2. During the financial year 2021-22 at its meeting held on February09 2022 pursuant to the recommendation of the Nomination and Remuneration Committee theBoard of Directors approved the re-appointment of Mr. Sanjiv Vasudeva (DIN: 06570945) asManaging Director & CEO for a further period of 3 years w.e.f. March 01 2022 on theterms and conditions detailed in the explanatory statement to the notice convening theAnnual General Meeting and the Board recommends his re-appointment for the shareholders'approval at the ensuing Annual General Meeting.
3. During the financial year 2021-22 no new Director was appointed asAdditional Director. However during the current financial year 2022-23 at its meetingheld on April 13 2022 pursuant to the recommendation of the Nomination and RemunerationCommittee the Board of Directors approved the appointment of Ms. Sandra Martyres(DIN:00798406) as an Independent Director on the Board for a period of 3 years w.e.f. May16 2022 and she holds office upto the ensuing Annual General Meeting as an AdditionalDirector. The Board recommends her appointment as an independent director for theshareholders? approval at the ensuing Annual General Meeting.
4. Vide resolutions passed at the respective meetings of Nomination andRemuneration Committee and subsequently of the Board of Directors of the Company on May26 2022 it was proposed to recommend the appointment of Mr. Ramesh Chandak (DIN:00026581) as an Independent Director by the shareholders of the Company at the ensuingAGM for a term of 3 years with effect from August 12 2022.
The aforesaid appointments were made pursuant to a detailed evaluationby the Nomination and Remuneration Committee members and their unanimous recommendation tothe Board. The Board believed that the new Directors possess the adequate integrityexpertise and experience (including the proficiency) as required for being appointed asan Independent Director?.
Retirement by rotation.
Mr. Robbie Alphons Maria Buntinx Non-executive and Non-independentDirector(Chairman of the Board) who retires by rotation and being eligible offershimself for re-appointment in terms of the Articles of Association of the Company.
Resignation / Cessation
During the year none of the Directors of the Company has resigned and/ or ceased to be director.
However during the financial year 2022-23 subsequent to thecompletion of second consecutive term as Independent Director following director hasretired as an Independent Director? from the Board and its various Committees.
|DIN number ||Name of the Director ||Effective date of cessation |
|00116930 ||Ms. Ryna Karani Independent Woman Director ||May 15 2022 |
The Board places on record its appreciation for the efforts andcontributions from Ms. Ryna Karani during her tenure as an Independent Director of theCompany.
Policy on Directors' appointment and remuneration
The policy on Director's appointment and remuneration includingcriteria for determining quali cations positive attributes independence of Director andalso remuneration for key managerial personnel and other employees forms part of theCorporate Governance Report annexed hereto.
MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY
During the financial year under review the Board of Directors duly metve times. The details of the Board meetings with regard to their dates and attendance ofeach of the Directors thereat have been set out in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Ms. Ryna Karani Mr. Anil Shankar and Mr. Vinesh Sadekar were theIndependent Directors of the Company as on March 31 2022.
The Board of Directors of the Company hereby con rms that all theIndependent Directors duly appointed by the Company had given the certificate stating thatthey met the criteria of independence as provided under the Act and the ListingRegulations and they have registered their names in the Independent Directors' Databank.
The details of performance evaluation of Directors are stated in thesection on Nomination and Remuneration Committee in the Corporate Governance Reportannexed hereto.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Actthe Board of Directors of the Company confirms that:
i) in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures;
ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of a airs of the Company at the end of financialyear and of the profit / loss of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they had laid down internal finance controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.
The Audit Committee of the Board of Directors comprises of allIndependent Directors and is constituted as under as on March 31 2022:
|Name of the Director ||Position in Committee |
|Mr. Anil Shankar Independent Director ||Chairman |
|Ms. Ryna Karani Independent Woman Director ||Member |
|Mr. Vinesh Sadekar Independent Director ||Member |
The terms of reference of the Audit Committee details of meetings heldduring the year and attendance of members are set out in the Corporate Governance Report.
During the year under review the Board has accepted allrecommendations of Audit Committee and accordingly no disclosure is required to be made inrespect of non-acceptance of any recommendation of the Audit Committee by the Board.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Directors are regularly informed during meetings of the Board andits Committees on the activities of the Company its operations and issues faced by thepetrochemicals industry. The details of familiarization programs provided to the Directorsof the Company are available on the Company?s websitehttp://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/StyrolutionIndia/en_US/Company/Familiarization_Programme_%20Independent_ Directors%20_2017.pdf
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and operations of the Company infuture.
The Company has not accepted any deposit within the meaning ofSections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules2014 during the year under review.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not granted any loans or made any investments orprovided any guarantees or security to the parties covered under Sections 185 and 186 ofthe Act.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Act read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules?) asamended all unpaid or unclaimed dividends which were required to be transferred by theCompany to the IEPF were transferred to IEPF Authority. The Company has also transferredshares in respect of which dividend amount remained unpaid/unclaimed for a consecutiveperiod of 7 (Seven) years or more to IEPF Authority within stipulated time. The details ofunpaid/unclaimed dividend and the shares transferred to IEPF Authority are available onthe Company?s website athttps://www.ineosstyrolutionindia.com/INTERSHOP/web/WFS/Styrolution-India-Site/en_US/-/USD/ViewContent-Start?PageletEntryPointID=investors-investor-dividend.
The Company has already transferred unclaimed dividends and respectiveshares to the IEPF Authority upto the year 2013. Since the Company had changed itsfinancial year in 2014-15 from April to March the next transfer of shares would be due inthe month of September 2022 and the Company would be making necessary announcements inthis regard as per the prescribed timelines. All those shareholders who have not claimeddividends for the year 2014-15 onwards are requested to contact the Company regardingunclaimed dividends at the earliest.
Your Company observes high standards of Corporate Governance in allareas of its functioning with strong emphasis on transparency integrity andaccountability. As required under the Listing Regulations a detailed report on CorporateGovernance along with the CEO and CFO certificate and a compliance certificate thereonfrom a Practising Company Secretary forms part of this report as Annexure - I.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act theCompany has constituted a Corporate Social Responsibility (CSR) Committee? andhas also framed a CSR Policy. The details of the policy composition of the Committee CSRinitiatives CSR spending during the year etc. have been provided as Annexure - IIto this report as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 as amended from time to time.
The amount required to be spent on CSR activities during the year endedMarch 31 2022 in accordance with the provisions of Section 135 of the Act was 228.46 Lacsand your Company had spent an amount of 234.72 Lacs towards CSR expenses details of whichare stated in Annexure-II.
The Company considers CSR as a part of its corporate philosophy andwill continue to ensure that the amounts are adequately spent to ensure compliance in truespirit.
The Company considers CSR as a part of its corporate philosophy andwill continue to ensure that the amounts are adequately spent to ensure compliance in truespirit.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors KMPs andemployees as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure- III to this Report. Details of employee remuneration as required under provisions ofSection 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 form part of this Report. However thereports and accounts are being sent to the shareholders excluding the aforesaidremuneration. Any shareholder interested in inspection of the documents pertaining to theabove information or desiring a copy thereof may write to the Company Secretary.
RISK MANAGEMENT POLICY
The details of the Risk Management Policy adopted by the Board ofDirectors and details of the Risk Management Committee of the Board of Directors arementioned in the Corporate Governance Report.
PARTICULARS OF CONTRACTS AND AGREEMENTS MADE WITH RELATED PARTIES
All related party transactions which were entered into during the yearunder review were on arm's length basis and in the ordinary course of business. There wereno materially significant related party transactions entered into by the Company with thePromoters Directors or the Key Managerial Personnel who may have a potential conflictwith the interests of the Company.
The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Act in the prescribed Form AOC-2 is provided as Annexure-IVforming part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
A statement highlighting details of the conservation of energytechnology absorption and foreign exchange earnings and outgo in accordance with Section134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 is annexed hereto as Annexure- V and forms part of this report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the auditors underSection 143(12) of the Act and rules framed thereunder either to the Company or to theCentral Government.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THEDATE OF THE REPORT
There have been no material changes which have occurred between theend of financial year till the date of this report affecting the financial position of theCompany.
As required under Section 92(3) of the Act the Company has placed acopy of the annual return on its website and the same is available in the InvestorsSection on (ineosstyrolutionindia.com)https://www.ineosstyrolutionindia.com/INTERSHOP/web/WFS/Styrolution-India-Site/en_US/-/USD/ViewContent-Start?PageletEntryPointID=investors-investor-info
Your Company recognizes and embraces the importance of a diverse Boardin its success. We believe that a truly diverse Board will leverage differences inthought perspective knowledge regional and industry experience age ethnicity raceand gender which will help retain our competitive advantage. The Board of Directors hasadopted the Board Diversity Policy? which sets out the approach to diversityof the Board. The Board diversity policy is available on our websitehttps://www.ineosstyrolutionindia.com/INTERSHOP/static/WFS/Styrolution-India-Site/-/Styrolution-India/en_US/Company/Board_Diversity_Policy_INEOS_2017.pdf.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls in place. Ithas documented procedures covering all financial and operating functions. These controlshave been designed to provide a reasonable assurance with regard to maintaining of properaccounting controls monitoring of operations protecting assets from unauthorized use orlosses compliances with regulations and for ensuring reliability of financial reporting.The Company has continued its efforts to align all its processes and controls with globalbest practices in these areas as well.
The Audit Committee of the Board of Directors comprising ofIndependent Directors regularly reviews the audit plans significant audit findingsadequacy of internal controls compliance with accounting standards as well as reasons forchanges in accounting policies and practices if any.
SAFETY HEALTH AND ENVIRONMENT
Your Company gives highest importance to Safety Health and Environment(SHE) and encourages and promotes safety awareness in true letter and spirit as anintegral part of its work culture.
Process Safety Management (PSM) is an integral part of all changestaking place in the process. Onsite emergency plans have been reviewed and updated by alldivisions. Periodic mock drills are conducted at all divisions and reports indicateimproved preparedness of employees.
To further strengthen the safety of overall operations and to promote apositive safety culture and transparency your Company has introduced site specificbehavioral based safety (BBS) process at all its manufacturing locations and substantiallyinvested for the improvement of process safety.
Apart from employees the contractors and workmen are also givenexhaustive training on safety first-aid and firefighting. The Company has appointed andtrained safety stewards to promote safety in all divisions. A green belt in and around allfactory premises has been maintained to enhance the eco-friendliness. We conduct ouroperations responsibly with a sustainable approach towards environment.
As required in terms of the IS I4489 for Safety Audit for Industriesthe SHE Policy of the Company is annexed hereto as Annexure - VI and forms part ofthis report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a policy on prevention of sexual harassment atworkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder and InternalComplaints Committees have also been set up at all locations to redress complaintsreceived regarding sexual harassment. During the year no complaint with allegations ofsexual harassment was received by the Company.
M/s. Deloitte Haskins & Sells Chartered Accountants (RegistrationNo. 117365W) were appointed as the statutory auditors of the Company from the conclusionof 47th annual general meeting until the conclusion of 52nd annual general meeting of theCompany and continue to be the statutory auditors.
The observations made by the auditors in their report read with therelevant notes to the financial statements for the year ended March 31 2022 areself-explanatory and are devoid of any reservation qualification or adverse remarks.
M/s Devesh Pathak & Associates Practising Company SecretariesVadodara were appointed to conduct the secretarial audit of the Company for the financialyear 2021-22 in terms of the requirements of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 framed thereunder. The secretarial audit report received from M/s. Devesh Pathak & Associates isannexed as Annexure - VII.
The Company is required to maintain the cost records as specified bythe Central Government under sub-section (1) of Section 148 of the Companies Act 2013 andaccordingly such accounts and records are prepared and maintained by the Company.
Pursuant to Section 148 of the Companies Act 2013 the Board ofDirectors based on the recommendation of the Audit Committee and upon receipt of theirconsent to act as Cost Auditors and their confirmation regarding the appointment being inaccordance with Section 148 of the Act has appointed M/s. Kailash Sankhlecha andAssociates (Firm's registration no. 100221) Cost Accountants as Cost Auditors of theCompany for the Financial Year 2022-23 for conducting the audit of the cost recordsmaintained by the Company for the various products as mandated by the Central Governmentat a remuneration as mentioned in the notice convening the annual general meeting of theCompany.
The Audit Committee has also received a certificate from the CostAuditor certifying their independence and arm's length relationship with the Company.
A resolution seeking members' ratification for the remuneration payableto the Cost Auditors for the Financial Year 2022-23 forms part of the notice of the 49thAnnual General Meeting of the Company and the same is recommended for your considerationand approval.
As per the provisions of Section 177(9) of the Act read with clause22(1) of the Listing Regulations the Company is required to establish an effective vigilmechanism for Directors and employees to report genuine concerns. The Company has a policyfor prevention detection and investigation of frauds and protection of whistleblowers("Whistleblower Policy") in place and the details of the Company's WhistleblowerPolicy are provided in the Corporate Governance Report annexed hereto.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Our employees are the most valuable assets of the Company. We encourageinnovation meritocracy and the pursuit of excellence. The human resource developmentfunction of the Company is guided by a spirit of corporate team building and dedicationtowards strengthening the Company's systems thereby improving efficiencies and registeringgrowth. All personnel continue to have a healthy cordial and harmonious approach inproblem solving and enhancing Company value at all levels. Despite uncertain economicconditions the enthusiasm and unstinting efforts of the employees have enabled theCompany to maintain leadership in its business areas. The industrial relations during theyear remained cordial.
The Company has drawn up a comprehensive human resource strategy("Human Resource Strategy") which addresses key aspects of human resourcedevelopment such as:
- Code of conduct and fair business practices.
- A fair and objective performance management system linked to theperformance of the businesses.
- Creation of a common pool of talented managers across theorganization with a view to increasing their mobility through inter-company job rotation.
- Evolution of performance based compensation packages to attract andretain talent within the organization.
- Development of comprehensive training programs to impart andcontinuously upgrade the industry / function specific skills etc.
EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR
In order to achieve a highly streamlined and productive organization atransparent and uniform HR policy with a well-defined reporting structure and clear rolesand responsibilities has been put in place.
Necessary trainings based on identified needs have been set-up acrossall functions by the respective heads of departments to enhance the knowledge andcompetencies of our employees and are being updated and upgraded on a continuous basis.Other initiatives including an improvement of the working environment the automation ofHR processes including the outsourcing of the payroll processor and the installation of anew attendance system have been implemented. Initiatives on improving employee engagementhave been implemented with primary focus on employee health and welfare by enhancing themedical and term insurance facilities.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions ofmandatory Secretarial Standards SS-1 and SS-2 issued by the Institute of CompanySecretaries of India during the year under review.
INSOLVENCY AND BANKRUPTCY CODE 2016
Neither any application is made nor any proceeding is pending inrespect of the Company under the Insolvency and Bankruptcy Code 2016.
CODE OF CONDUCT
The Company has suitably laid down the Code of Conduct for all Boardmembers and senior management personnel of the Company. The declaration by CEO of theCompany relating to the compliance of aforesaid Code of Conduct forms part of the AnnualReport.
We thank our customers vendors dealers investors business partnersand bankers for their continued support during the year. We also place on record ourappreciation of the contribution made by our employees at all levels whose hard worksolidarity cooperation and support helped the Company to sustain during these toughtimes.
| ||For and on behalf of the Board |
| ||Mr. Robbie Alphons Maria Buntinx |
|May 26 2022 ||Chairman |
|Vadodara ||DIN: 08830690 |