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Kanoria Chemicals & Industries Ltd.

BSE: 506525 Sector: Industrials
NSE: KANORICHEM ISIN Code: INE138C01024
BSE 00:00 | 03 Feb 123.30 -0.45
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NSE 00:00 | 03 Feb 123.90 -0.45
(-0.36%)
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OPEN 125.50
PREVIOUS CLOSE 123.75
VOLUME 931
52-Week high 177.00
52-Week low 99.20
P/E 26.01
Mkt Cap.(Rs cr) 539
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 125.50
CLOSE 123.75
VOLUME 931
52-Week high 177.00
52-Week low 99.20
P/E 26.01
Mkt Cap.(Rs cr) 539
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kanoria Chemicals & Industries Ltd. (KANORICHEM) - Director Report

Company director report

TO THE SHARE HOLDERS

Your Directors have pleasure in presenting the Sixty Second AnnualReport along with the Audited Accounts of the Company for the financial year ended 31March 2022.

Detailed information on the performance of your Company appears in theAnnual Report. A discussion on the operations of the Company is given in the sectiontitled 'The Year in Review'. Some of the statutory disclosures however appear in thisReport. This Report read along with the other sections provides a comprehensive overviewof the Company's performance and plans.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31 March2022 is summarised below:

(Rs. in million)

Particulars 2021-2022 2020-2021
Total Income 6601.22 3928.33
Pro t before Depreciation & Amortisation Finance Costs Exceptional Items and Tax 703.56 333.66
Depreciation and Amortisation 211.18 221.39
Finance Costs 91.34 124.71
Exceptional Items - 37.85
Profit/(Loss) before Tax 401.04 (50.29)
Tax Expenses 151.18 (13.62)
Profit/(Loss) for the year 249.86 (36.67)
Other Comprehensive Income for the year net of Tax 0.78 6.49
Total Comprehensive Income for the year 250.64 (30.18)

STATE OF COMPANY'S AFFAIRS

During the year under review all three of the Company's manufacturingunits continued to run despite Covid-19 related restrictions. The impact of Covid-19 ondemand was felt more in the markets serviced by our manufacturing units in Andhra Pradeshi.e. in Vizag and Naidupet. Consequently we moderated operations at these units. Globalsupply chain constraints continued to impact with volatility in the prices of key rawmaterials. Our efficiencies in marketing supply chain and manufacturing helped us to showimproved financial performance in our Alco-Chemical segment compared to the previousfinancial year.

During the year the Company received environmental clearances forexpanding its existing products as well as for adding new products at our Ankleshwarmanufacturing unit in Gujarat.

The Company's Phenolic Resin business operating out of our Vizag unitcontinues to perform well. The focus remains product development and market penetration.Considering the significant improvement in our capacity utilization and future demandprojections we are in process of setting up a new manufacturing facility for PhenolicResins at our Ankleshwar unit in Gujarat.

In the Solar Power segment after the expiry of our Power PurchaseAgreement (PPA) with the state Discom the Govt. of Rajasthan has yet not renewed the PPA.In this regard we have led a writ petition before the Hon'ble High Court of Rajasthan andare awaiting a resolution. Generation was low due to inverter tracking-system andtransformer break downs which have since been recti ed.

No material changes and commitments have occurred after the close ofthe financial year 2021-22 till the date of this Report which affect the financialposition of the Company. A brief description of the operations of the subsidiaries of theCompany appears later in this report.

DIVIDEND

The Board of Directors has recommended dividend @ 20% (Re. 1/-) perEquity Share on the Equity Shares of Rs. 5/- each of the Company for the financial yearended 31 March 2022.

The Dividend Distribution Policy as approved by the Board may beaccessed on the Company's website at the following link:

http://www.kanoriachem.com/images/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves for thefinancial year ended 31 March 2022.

CREDIT RATINGS

Care Ratings Limited has reaf rmed the rating for the long-term bankfacilities of the Company as CARE A- while revising Outlook to "Stable" (SingleA Minus;

Outlook: Stable) and also reaf rmed rating for the short-term bankfacilities as CARE A2+ (A Two Pius).

CONSOLIDATED FINANCIAL STATEMENT

As per the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (“Listing Regulations”) and provisions of the Companies Act2013 (“Act”) the audited Consolidated Financial Statement for the year ended 31March 2022 has been annexed with the Annual Report.

DEPOSITS

During the year under review the Company has not accepted any depositsfrom the public and that as at the end of the year there were no outstanding deposits

under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls withrespect to financial statements. The policies and procedures adopted by the Company ensureprevention and detection of frauds and errors accuracy and completeness of the recordsand timely preparation of reliable financial statements. No reportable material weaknessin the design or operation was observed during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In the 61 AGM of the Company held on 16 September 2021 theshareholders approved re-appointment of Shri R. V. Kanoria (DIN: 00003792) as the ManagingDirector of the Company for a further period of three years with effect from 10 January2021.

On the recommendation of the Nomination and Remuneration Committee theBoard of Directors through a Circular Resolution passed on 22 June 2021 appointed Smt.Suhana Murshed (DIN: 08572394) as an Additional Director of the Company in the category ofIndependent Director not liable to retire by rotation for a period of 5 consecutiveyears with effect from 29 June 2021 subject to the approval of the shareholders. At the61 AGM the shareholders approved the appointment of Smt. Suhana Murshed as an IndependentDirector of the Company for a period of 5 consecutive years with effect from 29 June2021.

During the year on the recommendation of the Nomination andRemuneration Committee the Board of Directors at its meeting held on 9 February 2022re-appointed Shri S. V. Kanoria (DIN: 02097441) as the Wholetime Director of the Companyfor a further period of three years with effect from 1 April 2022 subject to the approvalof the shareholders of the Company. The Shareholders have approved the said re-appointmentof Shri S. V. Kanoria as the Wholetime Director of the Company on 29 March 2022 by way ofPostal Ballot.

The 2nd term of Shri G. Parthasarathy (DIN: 00068510) and Shri RavinderNath (DIN: 00062186) who were re-appointed as Independent Directors of the Company for aperiod of three years w.e.f. 4 September 2019 expires on 3 September 2022.

As declared by them none of the Directors of the Company isdisqualified for being appointed as a Director as specified in sub-section (1) and (2) ofSection 164 of the Act or is debarred or disqualified from being appointed or continuingas Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutoryauthority. The Company has received declarations from Shri A. Vellayan Shri AmitavKothari Shri H. K. Khaitan Shri Sidharth Kumar Birla Shri G. Parthasarathy ShriRavinder Nath and Smt. Suhana Murshed confirming that they meet the criteria ofindependence as prescribed under sub-section (6) of Section 149 of the Act and the ListingRegulations. In the opinion of the Board the said Directors fulfill the conditions forappointment/continuation as Independent Directors as specified in the Act and the ListingRegulations and they are also independent of the Management. Shri S. V. Kanoria (DIN:02097441) retires by rotation at the ensuing AGM under the applicable provisions of theAct and being eligible offers himself for appointment as a Director of the Company.Additional information pursuant to the Listing Regulations and Secretarial Standard onGeneral Meetings (SS2) of ICSI in respect of Director seeking appointment is given in theAGM Notice of the Company.

STATEMENT OF INTEGRITY EXPERTISE AND EXPERIENCE OF INDEPENDENTDIRECTORS

All the Independent Directors of the Company have been registered andare members of Independent Directors Databank maintained by Indian Institute of CorporateAffairs at Manesar (IICA). They have con rmed their compliance with Rules 6 (1) and 6 (2)of the Companies (Appointment and Qualification of Directors) Rules 2014 as amended. Inthe opinion of the Board the Independent Directors of the Company have vast experienceexpertise and integrity and their continued association would be of immense benefit to theCompany.

PERFORMANCE EVALUATION

The Company has framed the criteria for performance evaluation ofIndependent Directors the Board the Board Committees and other individual Directors.

Criteria for performance evaluation of the Chairman & ManagingDirector Executive Director and Non-Independent Director have also been framed.

The criteria among others includes factors such as preparationparticipation engagement personality and conduct value addition strategic planning andvision team spirit and consensus building leadership quality understanding and focus onkey business issues independent thinking and judgment quality of analysis experienceand business wisdom management qualities awareness motivation integrity ethics andreceptivity. The criteria for evaluating the Board's functioning/effectiveness inter aliaincludes its structure strategic review business performance review internal controlsprocess and procedures.

The evaluation forms containing the criteria as framed were circulatedand on the basis of responses the Board evaluated the performance of individualDirectors its own performance and that of its Committees. The Independent Directors intheir separate Meeting also carried out the performance evaluation of the Chairman &Managing Director Executive Director and other non-independent Director as well as theBoard of the Company. The Directors expressed overall satisfaction on the performance andfunctioning of the Board its Committees and the Directors. No action was required to betaken on the previous year's observations and also no action is required to be taken onthis year's observations.

FAMILIARISATION PROGRAMMES

The Board Members are provided with necessary documents reports andinternal policies to enable them to familiarise with the Company's procedures andpractices. Periodic presentations are made at the Board and Board Committees on businessand performance updates of the Company. Relevant statutory changes encompassing importantlaws are regularly made available to the Directors. Efforts are also made to familiarisethe Directors about the Company their roles rights responsibility in the Companynature of the industry in which the Company operates business model/ procedures/processes of the Company etc. through various programmes including plant visits. Thedetails of the familiarisation programmes for Independent Directors are put on the websiteof the Company and can be accessed at the link:http://www.kanoriachem.com/images/Familiarisation%20Programme.pdf

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2021-22 the Company held 5 ( ve) Meetings ofthe Board of Directors. The details of the Meetings and attendance of each of the

Directors thereat are provided in the Report on Corporate Governanceforming part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Company comprises Shri Amitav Kothari ShriH. K. Khaitan and Shri Sidharth Kumar Birla. Independent Directors and Shri R. V. KanoriaChairman & Managing Director of the Company. Shri Amitav Kothari is the Chairman ofthe Committee. The terms of reference of the Committee have been provided in the CorporateGovernance Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises ShriH. K. Khaitan and Shri Amitav Kothari Independent Directors and Shri S. V. KanoriaWholetime Director of the Company. Shri H. K. Khaitan is the Chairman of the Committee.The terms of reference of the Committee have been provided in the Corporate GovernanceReport.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises ShriH. K. Khaitan Shri Ravinder Nath and Shri G. Parthasarathy Independent Directors andShri R. V. Kanoria Chairman & Managing Director of the Company. Shri H. K. Khaitan isthe Chairman of the Committee. The terms of reference of the Committee have been providedin the Corporate Governance Report.

The Board of Directors of the Company based on the recommendation ofthe Nomination and Remuneration Committee has formulated the Nomination and RemunerationPolicy which contains the matters with regard to criteria for appointment of Directorsand determining Directors' independence and policy on remuneration for Directors SeniorManagerial Personnel and other employees and the same may be accessed at the Company'swebsite at the following link: http://www.kanoriachem.com/images/NomRemPol.pdf

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company comprisesSmt. Madhuvanti Kanoria Non-executive Director Shri R. V. Kanoria Managing Director andShri H. K. Khaitan an Independent Director. Smt. Madhuvanti Kanoria is the Chairperson ofthe Committee. The terms of reference of the Committee have been provided in the CorporateGovernance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company acts as a good Corporate Citizen and in keeping with itsphilosophy always strives to conduct its business in an inclusive sustainable sociallyresponsible and ethical manner. The Company has in place a Corporate Social ResponsibilityPolicy (CSR Policy) indicating the activities to be undertaken by the Company. TheCorporate Social Responsibility Policy of the Company enables it to continue to make aresponsible contribution towards the welfare of society. The Company will undertake theCSR activities as are enumerated in Schedule VII of the Act. However primarily theCompany's focus will be on the following areas:

Eradicating hunger poverty and malnutrition promoting health careincluding preventive health care and sanitation.

Promoting education including special education and employmentenhancing vocational skills especially among children women elderly and the differentlyabled and livelihood enhancement projects.

Rural Development activities/projects.

Empowering women setting up homes and hostels for women and orphans;setting up old age homes day care centres and such other facilities for senior citizens.

Ensuring environmental sustainability and ecological balance.

The Company may also take other CSR activities as may be prescribedunder the applicable statute from time to time. In addition the Company may take suchother appropriate activities for the society from time to time as may be thought t bythe CSR Committee and approved by the Board. During the year the Company has spent anamount of Rs. 0.21 million on the CSR activities as per the Budget of Rs. 0.21 million.The unspent amount of Rs. 0.14 million relating to the ongoing CSR Project of 2020-21 hasbeen spent during the year.

The Annual Report on the CSR activities pursuant to Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 is provided as Annexure tothis Report.

The CSR Policy may be accessed on the Company's website at thefollowing link:http://www.kanoriachem.com/images/Corporate-Social-Responsibility-Policy.pdf

RISK MANAGEMENT COMMITTEE

The Risk Management Committee of the Company comprises Shri R. V.Kanoria Managing Director Shri S. V. Kanoria Wholetime Director Shri H. K. KhaitanIndependent Director Shri N.K. Nolkha - Group Chief Financial Of cer and Shri RanjeetSingh Chief Executive - Chemicals Business. Shri R. V. Kanoria is the Chairman of theCommittee. The terms of reference of the Committee have been provided in the CorporateGovernance Report.

RISK MANAGEMENT

The Company's management systems organisational structures processescodes of conduct together form the basis of risk management system that governs andmanages associated risks.The Risk Management Committee of the Company assesses thesignificant risks that might impact the achievement of the Company's objectives anddevelops risk management strategies to mitigate/minimise identified risks and designsappropriate risk management procedures. The Board does not foresee any risk which maythreaten the existence of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is a part of the Annual Report.

SUBSIDIARIES

APAG Holding AG Switzerland (“APAG”) is a subsidiary of theCompany. APAG Elektronik AG APAG Elektronik s.r.o CoSyst Control Systems GmbH APAGElektronik LLC and APAG Elektronik Corp. are step-down subsidiaries of the Company.Kanoria Africa Textiles Plc Ethiopia (“KAT”) is a wholly owned subsidiary ofthe Company. APAG CoSyst Electronic Control Systems is in the business of electronics andlighting systems primarily for the automotive and industrial sectors. It has begun to seethe results of its expansion and initiatives from the prior years. The setbacks caused bythe Covid - 19 pandemic accentuated by the unprecedented global shortage ofsemiconductors continue to impact capacity utilisation. The gestation period for theCanadian plant has got prolonged. The semiconductor shortage shows no signs of abatinghowever constant vigilance and quick response to the evolving situation has helped APAGin maintaining its customers and markets. The order book is very healthy with contractedsales in excess of CHF 90 mn. for the year 2022-23. In particular it is expected that theNorth American operations will be close to breaking-even at an EBITDA level. Thesecontracted sales consider a 10% reduction as compared to customer requests (anticipated tobe the case because of unavailability of chips). As the situation of raw material shortageimproves the prospects look bright. The Company's integrated denim manufacturing unit inEthiopia Africa operates through its wholly owned subsidiary company Kanoria AfricaTextiles plc (“KAT”) incorporated in Ethiopia. The year under review was achallenging year for KAT as events such as the political crisis and civil unrest inEthiopia hampered the supply chain and markets. The price and availability of cottonKAT's main raw material was also a global issue this year. Continual devaluation of theEthiopian Birr also impacted revenue and pro tability. KAT has been able to tackle theseabnormal problems by taking appropriate actions.

With some stabilisation and control over cash reserves KAT is startingto show improving performance. Cash reserves and working capital financing efforts areenabling strategic cotton procurement. This helps to take advantage of seasonal low pricesand also increases negotiating power. The company's per unit realisation/contribution onsale of fabrics has shown considerable improvement. Improvement in production ef ciency atKAT is contributing to growing production. Cost control is taken on highest priority andas a result intensive preventive maintenance schedules are followed to improveproductivity and quality. More emphasis is given on housekeeping and improving thefacilities for the workforce and maintaining the machinery in good order. The skill levelof workers has also improved. Reduced labour turnover and reducing absenteeism is alsocontributing to stabilisation of production. During the covid period the apparel andfashion industry has suffered order cancellation and lower order volumes but KAT has beenable to retain its customers due to the quality of its product and service provided. Areport on the financial position of the subsidiaries of the Company as per the CompaniesAct 2013 is provided in the Annual Report and hence is not repeated here for the sake ofbrevity. The Policy for determining Material Subsidiaries as approved by the Board may beaccessed on the Company's website at the following link:http://www.kanoriachem.com/images/MatSub.pdf

PARTICULARS OF INVESTMENTS MADE LOANS GUARANTEES GIVEN AND SECURITIESPROVIDED

Details of investments made loans given guarantees given andsecurities provided as covered under the provisions of Section 186 of the Act are given inthe

Note Nos. 6 and 40 of the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Companyduring the financial year with related parties were in the ordinary course of business andon arm's length basis. None of the transactions with any of the related parties were inconflict with the Company's interest. The Company had not entered into any transactionwith related parties during the year which could be considered material in terms ofmateriality threshold for the related party transactions. During the financial year therewas no contract entered into with any person or entity belonging to the Promoter/PromoterGroup which holds 10% or more shareholding in the Company. The Policy on Related PartyTransactions as approved by the Board may be accessed on the Company's website at thefollowing link: http://www.kanoriachem.com/images/RelPar.pdf

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activitiesand has put in place a mechanism of reporting illegal or unethical behaviour. Incompliance with provisions of Section 177(9) of the Act and the Listing Regulations theCompany has in place a Whistle Blower Policy for its Directors employees and any otherstakeholder to report concerns about unethical behaviour actual or suspected fraud orviolation of applicable laws and regulations and the Company's Codes of Conduct orpolicies and leak or suspected leak of unpublished price sensitive information of theCompany.The concerns may be reported to the Audit Committee through the Nodal Of cer andin exceptional cases may also be reported to the Chairman of the Audit Committee. Theconfidentiality of those reporting violations is maintained and they are not subjected toany discriminatory practice. During the year under review no employee was denied accessto the Audit Committee. The Whistle Blower Policy of the Company may be accessed on theCompany's website at the following link:http://www.kanoriachem.com/images/Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE

The Company adheres to good governance practices. Corporate Governanceat KCI extends to all stakeholders and is embodied in every business decision. The Companyplaces prime importance on reliable financial information integrity transparencyempowerment and compliance with the law in letter and spirit. While Management Discussionand Analysis Report that is an annexure to the Directors' Report appears in the Sectiontitled 'the Year in Review' in the Annual Report the Corporate Governance Report and theCertificate from the Auditors of the Company confirming compliance of the conditions ofCorporate Governance are annexed hereto and form a part of the Directors' Report.

There is a conscious effort to ensure that the values enshrined in theCodes of Conduct for the Directors and Senior Management Personnel and the Employeesrespectively are followed in true spirit across all levels of the Company.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report is a part of the Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31 March 2022 may be accessed on the Company's website at thefollowing link: http://kanoriachem.com/images/Form_No._MGT_7_F.Y._2021_2022.pdf

AUDITORS AND AUDITORS' REPORT

As per the provisions of Section 139 of the Companies Act 2013 theterm of M/s. J K V S & CO Chartered Accountants (Firm Registration No. 318086E) theexisting Statutory Auditors of the Company appointed at the 57 Annual General Meetingheld on 4th September 2017 for a term of 5 years will end at the conclusion of theensuing 62 Annual General Meeting (“AGM”) of the Company.

The Board of Directors of the Company at its Meeting held on 26 May2022 on the recommendation of the Audit Committee has made its recommendation for theappointment of M/s. Singhi & Co. Chartered Accountants (Firm Registration No.302049E) as the Statutory Auditors of the Company at the ensuing 62 AGM to hold officeas such for a term of 5 years commencing from the conclusion of the 62 AGM till theconclusion of the 67 AGM.

M/s. Singhi & Co. have consented and con rmed their eligibility forappointment as the Statutory Auditors of the Company.

The Auditors' Report for the financial year ended 31 March 2022 doesnot contain any quali cation reservation or adverse remark.

FRAUD REPORTING

During the year under review the Auditors have not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed under

Section 134 (3) (ca) of the Act.

COST AUDITORS

Pursuant to Section 148 of the Act the Board on the recommendation ofthe Audit Committee has approved the appointment of M/s N. D. Birla & Co. Cost

Accountants (Firm Registration No. 000028) Ahmedabad as the CostAuditors for conducting the audit of the cost records of the Company for the nancial yearending on 31 March 2023 at a remuneration of Rs. 160000/- (Rupees One Lakh SixtyThousand only) plus applicable taxes and reimbursement of travelling and other incidentalexpenses to be incurred in the course of cost audit.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s VinodKothari & Co. Practising Company Secretaries (UIN: P1996WB042300) to conductSecretarial Audit of the Company for the financial year 2021-22. The Secretarial AuditReport for the financial year 2021-22 is provided as an Annexure to this Report. TheReport does not contain any quali cation reservation or adverse remark.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS/OUTGO

As required under Section 134 of the Act and the rules framedthereunder the statement containing necessary information in respect of conservation ofenergy technology absorption foreign exchange earnings and outgo is provided in theAnnexure to this Report.

EMPLOYEES INFORMATION AND RELATED DISCLOSURES

As required under Section 197(12) of the Act read with the Rules 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules 2014 disclosures of remuneration and other details/particularsof the Directors and employees of the Company are provided in the Annexure to this Report.

SAFETY AND ENVIRONMENT

The Company is committed to sustainable development and a safe &healthy workplace. Its approach to environment management is guided by the principle ofprovision of a safe working environment through continuous upgradation of technologiesprevention of pollution conservation of resources and recycling of waste. Safety is acore value for us and we are committed to achieve the goal of zero injuries.

As a result of its sustained compliance to Environment Health Safetyand Quality standards the Company's Alco Chemical Divisions at Ankleshwar Vizag andNaidupet are ISO 9001:2015 (Quality Management Systems) ISO 14001:2015 (EnvironmentManagement Systems and practices) and ISO 45001:2018 (Occupational Health and SafetyManagement Systems) certified. All the Divisions are also RC 14001:2015 certified forimplementation of Responsible Care management systems recognizing and responding tocommunity concerns related to its products and its operations. The Company also maintainsthe Responsible Care Logo (RC Logo) at its Ankleshwar unit which is in recognition of ourperformance on overall safety environment management community concerns andsustainability.

The Company has a documented Environment Health & Safety Policythat is communicated within the Company and also made available to the interested parties.

With the view to achieve 'Zero Accidents' status the Company hasdeveloped health and safety procedures as well as safety targets and objectives.

In view of Covid-19 all employees are given training on safe practicessuch as social distancing usage of masks personal hygiene and sanitization. This hasresulted in no working hour loss due to Covid-19 at any of our manufacturing units. The efcacy of the Company's commitment to safety was sorely tested during these unprecedentedtimes but the management staff and workers rose to the occasion.

Risk mitigation plans are regularly reviewed by a centralised EHS team.Hazards are identified using techniques such as Hazard and Operability Study (HAZOP)Hazard Identi cation and Risk Analysis (HIRA) etc. to ensure maximum safe man-hours at ourmanufacturing units during operations. The Company has started regular 'Safety Talks' atthe Ankleshwar unit where employees share their knowledge on best safety practices in theindustry.

On the sustainability front the Company strives for sustainabledevelopment by setting ambitious goals and achieves them through strong EHS managementprograms and of course ensures compliance with applicable rules and regulations

The Company also lays thrust on renewable energy sources and solarenergy.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

Our employees are driven by a strong set of values. We keep thriving onbeing a high performance organisation by proactively identifying and addressing issueswhich are of importance to our employees. We consider the safety and wellbeing of ouremployees to be our foremost priority with our safety policy focusing on zero injurieszero occupational illness and zero property damage. We continue to nurture talent andcreate an environment where everyone can perform to his full potential. An inclusive workculture and well-de ned roles help our employees achieve excellence.

During the year various initiatives were taken to improve the employeeengagement level. We conduct structured learning journeys and work in collaboration whichhelp employees transition from one level to the other.

Employee relations during the year continued to be cordial andcongenial.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(5) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for theyear ended 31 March 2022 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) that such accounting policies have been selected and appliedconsistently and judgement and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31 March 2022and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the annual financial statements have been prepared on a goingconcern basis;

e) that proper internal financial controls to be followed by theCompany have been laid down and that the financial controls are adequate and are operatingeffectively; and

f) that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has constituted a Complaints Redressal Committee toconsider and resolve sexual harassment complaints reported by women. During the year underreview no complaint was led pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and that there was no complaint pendingat the end of the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS

During the year under review no significant or material orders werepassed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedicationof the employees for their untiring personal efforts as well as their collectivecontributions at all levels that have led to the growth and success of the Company. TheDirectors would like to thank other stakeholders including lenders and business associateswho have continued to provide support and encouragement.

Registered Office For and on behalf of the Board
‘KCI Plaza'
23-C Ashutosh Chowdhury Avenue R. V. Kanoria
Kolkata 700 019 Chairman & Managing Director
Date: 26 May 2022 DIN:00003792

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