To the Members
Your Directors have pleasure in presenting the Fortieth Annual Reportof Paradeep Phosphates Limited ("Company") together with the Audited Statementof Accounts for the financial year ended March 312022.
1. FINANCIAL HIGHLIGHTS
(Rs in lakhs)
|Particulars ||Standalone |
| ||2021-22 ||2020-21 |
|Total income ||789798.91 ||518393.95 |
|EBITDA ||71037.97 ||56145.14 |
|Finance Costs ||(8554.14) ||(11142.53) |
|Depreciation ||(9045.72) ||(8332.81) |
|Profit before tax ||53438.1 1 ||36669.80 |
|Tax expense ||(13653.91) ||(14323.48) |
|Profit after tax ||39784.20 ||22346.32 |
|Other Comprehensive Income/(Loss) ||(46.34) ||85.05 |
|Total Comprehensive Income ||39737.86 ||22431.37 |
|Earnings Per Share (Basic & Diluted) ' ||6.91 ||3.88 |
2. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
There was no change in the nature of business of the Company during theyear.
3. REVIEW OF OPERATIONS
During the financial year on a standalone basis the Company recordedoperating revenue of Rs 785871.92 Lakhs which is 52.2% higher compared to the revenue forthe previous financial year.
The profit before tax for the year ended March 312022 was Rs 53438.11 lakhs as compared to Rs 36669.80 Lakhs for the year ended March 31 2021. Net profitincreased 78% to Rs 39784.20 Lakhs from earlier year's Rs 22346.32 Lakhs. TotalComprehensive Income stood at Rs 39737.86 Lakhs for the year ended March 31 2022compared to Rs 22431.37 Lakhs for the previous year.
Pursuant to Board approval dated February 1 12021 the Company enteredinto Business Transfer Agreement (BTA) dated March 1 2021 with Zuari Agro ChemicalsLimited (ZACL) for acquisition of fertilizer plant at Goa along with associated businessof ZACL on slump sale basis for an agreed enterprise value of USD 280 million. Theshareholders' approval was obtained on June 01 2021. The Competition Commission of India(CCI) approved acquisition of the Goa plant of the ZACL by Company on June 25 2021. TheInitial Public Offer (IPO) by Company was successfully completed on May 19 2022 and theshares of the Company got listed on May 27 2022. In terms of the objects of the IPOCompany is expected to pay the balance of the purchase consideration on or before May 312022 computed in accordance with the BTA (Closing Consideration). Company and ZACL haveagreed that the Completion Date for BTA consummation shall be June 1 2022.
4. Capital Project
Engineering work for 4th Evaporator of capacity 350 TPD themechanical completion of project is expected to be complete by September 2022.
The contract was awarded to M/s Thyssenkrupp Industrial SolutionIndia Pvt Limited/ Prayon (Belgium) for setting up of 400 TPD Phosphoric acid plant byusing Prayon Technology. The basic engineering of the project is completed and the civilworks is in process.
Three trains of the DAP Plants were revamped based onengineering by M/s Jacobs Lakeland (USA) & Detailed engineering and procurementassistance contract by M/s Jacobs Mumbai. The fourth & last train is under revamp& is expected to start in October 2022.
The Company has obtained the environment Clearances for settingup of 1500 TPD Sulphuric acid plant along with a 23 MW power plant.
5. TRANSFER TO RESERVES
Board of Directors has not proposed to carry any amount to any reserveaccount during the year
Keeping in view the future expansion plans your Board of Directors donot recommend any dividend for Financial Year 2021-2022. The Dividend Distribution Policyof the Company is available on the Company's website: https://www.paradeepphosphates.com/company-policies.php
7. SHARE CAPITAL
During FY 2021-22 Company reclassified the authorized share capital ofthe Company by converting a portion of preference share capital into equity share capital.Further the the face value of (i) the equity shares of the Company subdivided from theexisting Rs 1000 per equity share to Rs 10 per equity share and (ii) the preferenceshares of the Company subdivided from the existing Rs 1000 per preference share to Rs 100per preference share pursuant to the approval granted by the members of the Company in itsExtra Ordinary General Meeting ("EGM") held on June 01 2021.
The authorized share capital of the Company as on 31st March 2022 wasRs 10000000000 (Rupees one thousand crore) divided into Rs 9000000000 (Rupees ninehundred crore) consisting of 900000000 (ninety crore) equity shares of face value of'10 each and Rs 1000000000 (Rupees hundred crore) consisting of 10000000 (onecrore) 7% non-cumulative redeemable preference shares of face value of Rs 100 each"
8. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES
The Equity Shares of your Company are listed on BSE Limited (BSE) andthe National Stock Exchange of India Limited (NSE) with effect from 27th May 2022pursuant to Initial Public Offering ("IPO") of the Company by way of a FreshIssue and an Offer for Sale.
Your Directors are pleased to inform that your Company completed theIPO of its equity shares of 3575551 12 equity shares of face value of Rs 10 each("equity shares") for cash at a price of Rs 42 per equity share (including ashare premium of Rs 32 per equity share) (the "offer price") aggregating up toRs 15017.31 million ("offer"). The offer comprises a fresh issue of 239047619equity shares aggregating up to Rs 10040.00 million and an offer for sale of 1 18507493equity shares aggregating up to Rs 4977.31 million ("offer for sale").
The Main Objects of the IPO are Part-financing the acquisition of theGoa Facility Repayment/prepayment of certain of our borrowings; and General corporatepurposes.
Pursuant to listing of equity shares on the stock exchanges yourCompany enjoys the benefit of enhanced brand equity and creation of public market for theequity shares of the Company. Post the issue 56.10% of the Equity Share Capital of yourCompany is held by the Promoter and Promoter Group.
9. SAFETY HEALTH ENVIRONMENT
The Integrated Management System ISO-45001 (QMS EMS & SMS) are inplace including 5S & Enms-50001. The following actions undertaken during the year toimprove safety health and environment in the Plant:
Product Stewards Excellence Certificate received which is validup to Dec-2022 by International Fertilizer Association (IFA) for ensuring quality of itsproducts maintaining occupational health and safety at workplace and protecting theenvironment.
20th Annual Greentech Effective Safety Culture Award- 2020received for exemplary initiative & practices in the field of developing effectivesafety culture.
Received Kalinga Safety Excellence Award under Platinum Categoryin chemical & fertilizer sector for the performance year 2020 in recognition ofexemplary efforts in maintaining best safety practices.
We received Fire Safety Certificate from Govt. of Odisha FireService the certificate is valid for two years i.e. up to 04th Jan 2024
We received Premium membership Certificate from British SafetyCouncil- UK and valid up to 15th March 2025.
Roof fall protection of all the fragile & tapered concreteroofs & all EOT crane walkway protection completed.
We have adopted 07 numbers of nearby ammonia handling plants as"Safety Buddies" as advised by Factory Directorate Odisha.
Mr. N K Rout Jt GM (F&S) awarded certificate ofappreciation as best performing safety officer of India organized by National SafetyCouncil of India Mumbai.
For this year focusing on Road Safety Management includinginfrastructure & heavy vehicle movement.
Granted & received Consent to Establish from OSPCB forinstallation of 400 TPD Phosphoric Acid Plant.
Applicability of EC letter received from MoEF&CC for 400 TPDPhosphoric Acid Plant.
Granted & received Consent to Establish from OSPCB for PPLprojects (Expansion of existing DAP Plants CHP Ammonia Urea Nitric acid AmmoniumNitrate GSSP & Aluminum fluoride Plants)
Applicability of EC letter received from MoEF&CC for new1500 TPD Sulphuric Acid Plant & enhancement of production from 1400 to 2000 TPD ofPhosphoric Acid Plant.
Granted & received Consent to Operate from OSPCB for threeyears (2022-25) for PPL plant.
Granted & received Authorization for Hazardous waste fromOSPCB under the Hazardous and waste (Management and Trans Boundary Movement) Rules 2016).
NABL has issued Certificate of Accreditation in accordance withthe latest standard ISO/IEC 17025:2017 in favour of PPL which is valid from
2nd Sept 2021 to 1st Sept 2023.
Our Company has received "FAI Special Award" forcoming first for the third consecutive year for Environment Protection for the year2020-21.
Our Company has received "Greentech Environment Award"as WINNER for outstanding Achievements in Environment protection.
Our Company has received "Kalinga Environment ExcellenceAward" as "Five Star" category from Institute of Quality and EnvironmentManagement Service (IQEMS) Odisha for the year 2021.
Health and Hygiene:
The Company accords high priority to health and hygiene monitoring atwork place. Employees' health assessment and occupational disease monitoring is donethrough periodical medical check-up. A well-equipped hospital in the campus at Paradeepworks round the clock to provide health services to the employees and their families.Necessary training is imparted to employees and workers to enhance their awareness towardshealth related matters.
It is observed that when departmental employees and contractor'semployees go under the same diagnostic procedure the findings of diagnostic ture out bearthe mark of difference between the two class of employees (Departmental & contractorsemployees). It is a general phenomenon that the contractor employees are eventually morenear prone to malnutrition hypertension and diabetic mellitus due to unhygienicsustenance of living for which they are more persistently liable for adverse diagnosticabnormalities. But this is not observed in case of diagnostic findings of departmentalemployees. Hence regular industrial hygienic application and observation along withoccupational health survey shall definitely ensure prevention of health issue for allcategories of employees.
Company has conducted annual health check-up of all departmentalemployees and contractor employees during the year 2022.
Company has conducted one Blood Donation camp in association withOdisha Block Bank of Kendrapara district and 52 units of blood collected.
As per the Govt guidelines during the second wave of Covid-19 againthe Covid care Centre is operational along with a dedicated medical staff dedicatedlyengaged for this purpose.
We have vaccinated 100 % of our employees contract employees andeligible dependents there was no impact of recent waves of Omicron wave. However we hadmade Covid care centre ready with all required medicines for any eventuality as well asregular sanitisation of offices.
Now we are vaccinating our eligible employees with the booster dose. Weare continuing with vaccination of children of age 12 & above as per the governmentguidelines.
Our company has successfully managed the Covid spread in our premiseswith the support of both Contract workers and Employees unions without hampering thebusiness during 2021-22.
The Company undertakes a plethora of HR initiatives starting fromtalent acquisition development and retention for longer period. The Company is declaredas a Public Utility Service under the provisions of Industrial Dispute Act. The EmployeeEngagement Initiatives are customized to engage the employees in a positive andconstructive way to get maximum satisfaction at the work place. QC/ Kaizen Team have beenincreased from 8 to 18 nos. as a part of Employee Engagement Initiative. Training calendaris designed to fill the identified Competency gaps of the employees. Skill gap is accessedtaking into account of the direct input by employees on the basis of challenges in hisfunction as depicted by him. The change in approach is to listen to the voice of employeeswith respect to their functional requirement. Succession planning and Leadership coachingare conducted for the high performers. Balance Score Card the latest and best form ofPMS is adopted to appraise the performance of employees in effective and efficientmanner.
In the last Financial Year during the Pandemic Covid'19 the Plant wasfully operational without any man days lost and the IR situation was normal withIndustrial Peace & Harmony maintained at Plant Site.
The wage settlement of regular Staff category of employees has expiredon 31.12.2021 and wage settlement of Contract labour has expired w.e.f. 31.03.2021 andconsequent to the Charter of Demand submitted by the representing contract workers unionsthe concerned contractor establishment have submitted their counter COD to PPDMU &PPMU. The negotiation process is under progress.
PPL Hospital is declared as authorized Private Covid Vaccination Centreby the Govt. of Odisha and till date we have vaccinated to the Employees as well as theirfamily members Contract workers and the people of nearby locality around 8738 members ofthe age group 18 yrs. & above.
10. ANNUAL RETURN
Annual Return referred to in Section 92(3) of the Companies Act 2013will be available on the website of the Company i.e.https://www.paradeepphosphates.com/annual-return.php.
11. a) BOARD MEETINGS
During the year five Board Meetings were held on May 24 2021 August10 2021 August 13 2021 November 10 2021 and January 31 2022. The details of thecomposition of the Board and attendance of the Directors at the Board Meetings areprovided in the Corporate Governance Report attached as Annexure -
b) AUDIT COMMITTEE
During the year under review five Audit Committee Meetings were heldon May 7 2021 May 17 2021 August 13 2021 November 10 2021 and January 31 2022 andall the recommendations of the Audit Committee were accepted by the Board. The details ofthe composition of the Audit Committee and details of committee meetings are given in theCorporate Governance Report attached as Annexure- A.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsconfirm that:
a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively;
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
13. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarationsthat they meet the criteria of independence as specified in Section 149(6) of the Act andshall abide by the Code for Independent Directors as specified in Schedule- IV of the Act.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company was having ten Directors as onMarch 312022 with nine Non-Executive Directors including five Independent Directors and aManaging Director.
The shareholders of the Company at the Annual General Meeting held onSeptember 17 2021 appointed Mr. Satyananda Mishra and Mr. Dipankar Chatterji as anIndependent Directors of the company to hold office for a term of 3 (three) consecutiveyears w.e.f 4th November 2020 and 3rd August 2021 respectively.
During the year Ms. Ghislane Guedira Mr. Prabhas Kumar and Mr. VinayKumar Pandey nominee Directors ceased to be Director on the Board with effect from 24thMay 2021 27th July 2021 and 29th July 2021 respectively on account of withdrawal ofnomination by respective Shareholders.
Mr. Ujjwal Kumar and Mr. Karim Lotfi Senhadji have been appointed asNominee Director w.e.f. 10th November 2021 and 31st January 2022 respectively. Mr.Subhrakant Panda has been appointed as additional / Independent Director for a period of 3years w.e.f. 31st January 2022 subject to the approval of the Shareholders of theCompany. Under the provisions of Section 152(6) of the Act Mr. N Suresh Krishnan isliable to retire by rotation at the ensuing Annual General Meeting and is eligible forreappointment.
During the year Mr. Sailesh Pati ceased to be a Chief FinancialOfficer and Key Managerial Personnel w.e.f. 9th August 2021. Mr. Bijoy Kumar Biswal hasbeen appointed as Chief Financial Officer and Key Managerial Personnel w.e.f. 1st February2022.
There was no change in Company Secretary of the Company during the yearunder review.
In the opinion of the Board of Directors all the Independent Directorspossess requisite expertise and experience on the roles rights and responsibilities ofIndependent Directors.
A certificate obtained by the Company from a company secretary inpractice confirming that none of the Directors on the Board of Directors of the Companyhave been debarred or disqualified from being appointed or continuing as Director ofcompanies by the Securities and Exchange Board of India /Ministry of Corporate Affairs orany such statutory authority is enclosed as Annexure "D" to this Report.
15. DIRECTORS TRAINING & FAMILIARIZATION
The Company in compliance with Regulation 25(7) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 formulates programs tofamiliarize new Independent Directors inducted on the Board with the Company.
All the Independent Directors of the Company are made aware of theirroles and responsibilities at the time of their appointment through a formal letter ofappointment which also stipulates various terms and conditions of their engagement.
Senior management personnel of the Company presents to the BoardMembers on a periodical basis briefing them on the operations of the Company plansstrategy risks involved new initiatives etc.
The Statutory Auditors and Internal Auditors of the Company presents tothe Board of Directors on Financial Statements and Internal Controls includingpresentation on regulatory changes from time to time.
16. PERFORMANCE EVALUATION
Pursuant to the provisions contained in Companies Act 2013 andSchedule IV (Section 149(8) of the Companies Act 2013 the following performanceevaluations were carried out;
a. Performance evaluation of the Board Chairman and non-IndependentDirectors by the Independent Directors;
b. Performance evaluation of the Board its committees and IndependentDirectors by the Board of Directors; and
c. Performance evaluation of every Director by the Nomination andRemuneration Committee.
The evaluation process covered adequacy of the composition of the Boardand its Committees disclosure of information to the Board and Committees performance ofduties and obligations governance parameters participation of the members of the Board /Committees and fulfilment of independence criteria and maintaining independence from themanagement by the Independent Directors.
Based on the evaluation done by the Directors the performance of theBoard its Committees and the Directors was satisfactory and the quality quantity andtimeliness of flow of information between the management and the Board was appreciable.
17. NOMINATION AND REMUNERATION POLICY AND DISCLOSURE ON REMUNERATION
Based on the recommendation of the Nomination and RemunerationCommittee the Board has approved the Nomination and Remuneration Policy. The Nominationand Remuneration Policy provides for constitution & role of Nomination andRemuneration Committee guidelines on procedure for appointment / removal of Director KeyManagerial Personnel or at Senior Management level recommendation for remunerationcompensation and commission to be paid to the Managing Director / Whole timeDirector/Non-Executive Directors and carrying out evaluation of performance of everyDirector and Key managerial personnel.
The Nomination and Remuneration Policy is placed on the website of theCompany i.e. https://www. paradeepphosphates.com/company-policies.php.
The disclosure related to the employees under Section 197(12) read withRule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is enclosed as Annexure 'H' to this Report.
The information required pursuant to Section 197 (12) of the CompaniesAct 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company is enclosed as Annexure'H'.
18. SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES
"Zuari Yoma Agri Solutions Limited" Myanmar continued as a50:50 joint venture with Yoma Strategic Holdings Ltd. Statement containing salientfeatures of
the financial statement of the joint venture under Section 129 of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 is annexedhereto as Annexure- I.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Act andCompanies CSR (Policy) Rules 2014 your Company has constituted a CSR Committee of theBoard. Based on the recommendation of the Committee the Board has formulated a CSR Policyfor the Company indicating the CSR activities modalities of execution implementationschedule and amount of expenditure and monitor the Policy from time to time. A detailedReport on CSR activities undertaken by the Company during the year containing theinformation in the prescribed format is annexed hereto as Annexure- G and formspart of this Report. The Company has spent a sum of Rs 565.77 lakhs minimum amountrequired to be spent under Section 135(5) of the Companies Act 2013.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has established a vigil mechanism through Whistle BlowerPolicy and the Audit Committee of the Company is responsible to review periodically theefficient and effective functioning of the vigil mechanism to deal with instances offraud and mismanagement and suspected violations of the Company's Code of Business Conductand Ethics if any.
The Whistle Blower Policy provides for adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the Chairman of the Audit Committee on reporting issuesconcerning the interests of the employees and the Company. The Whistle Blower Policy isplaced on the website of the Company i.e.https://www.paradeepphosphates.com/company-policies.php
21. RISK MANAGEMENT
The Company has the requisite processes and procedures in place toidentify and assist in minimizing exposure to risk that threaten the existence of theCompany. The Board has put in place a risk management policy to monitor and reviewpotential risks. The brief detail about this policy may be accessed on the Company'swebsite at the weblink:- https://www.paradeepphosphates.com/ company-policies.php
The heads of departments regularly review and assess the departmentalpolicies/procedures and identify risks perform analysis of the frequency and severity ofpotential risks select the best techniques to manage risk implement appropriate riskmanagement techniques and monitor evaluate and document results.
22. LOANS GUARANTEES OR INVESTMENTS
The details of loans given Corporate guarantees and investments madeby Company under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the financial statements.
23. UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act 2013and other applicable provisions of the Companies Act 2013 and rules made thereunder thereis no unclaimed / unpaid amounts or shares were transferred to the Investor Education andProtection Fund (IEPF).
24. RELATED PARTY TRANSACTIONS
Transactions entered by the Company with its related parties were on anarm's length basis and/or ordinary course of business. Transactions entered by the Companywith its related parties were on an arm's length basis and/or ordinary course of business.Suitable disclosures as required under Ind AS-24 have been made in Note No. 33 to theFinancial Statements. The details of related party transactions as per Form AOC-2 isenclosed as Annexure- 'J'
The Company has not accepted any deposits in the past or during theyear.
26. STATUTORY AUDIT
The Statutory Auditors M/s. BSR & Co. LLP Chartered Accountantswere appointed to hold office from the conclusion of 35th Annual General Meeting till theconclusion of 40th Annual General Meeting of the Company.
Accordingly B S R & Co. LLP Chartered Accountants StatutoryAuditors of the Company will continue till the conclusion of Annual General Meeting to beheld in 2022.
27. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany re-appointed M/s. B. C Debata & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the year 202122. The Secretarial Auditreport is annexed herewith as Annexure - E.
28. COST RECORDS & COST AUDIT
The Company is required to maintain cost records as per Section 148(1)of the Companies Act 2013 and accordingly such accounts & records are made andmaintained. The Company appointed M/s. S. S. Sonthalia & Co. Cost Accountants as theCost Auditor for the year 2021-22. The Cost Audit Report for the year ended March 31 2021was filed by the Company with the Ministry of Corporate Affairs on August 23 2021.
29. AUDITORS' REPORT
There were no qualifications reservations or adverse remarks made bythe Statutory Auditor Secretarial Auditor and Cost Auditor in their respective reports.No frauds have been reported by the Auditors during the year.
30. MATERIAL CHANGES & COMMITMENTS
There were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this report.
31. SIGNIFICANT & MATERIAL ORDERS
No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and the Company's operations infuture.
32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS
The Company has adequate systems of internal control in place which iscommensurate with its size and the nature of its operations. The Company has designed andput in place adequate Standard Operating Procedures and Limits of Authority Manuals forconduct of its business including adherence to Company's policies safeguarding itsassets prevention and detection of fraud and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.
These documents are reviewed and updated on an ongoing basis to improvethe internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information withadequate security procedure and controls.
33. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.
34. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared in accordance withIndian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)Rules 2015 notified under Section 133 of the Companies Act 2013 and other relevantprovisions of the Companies Act 2013. The Consolidated Financial Statements for theFinancial Year ended 31 March 2022 forms part of the Annual Report.
35. EMPLOYEE STOCK OPTION SCHEME
Our Company has formulated an employee stock option scheme namely PPLEmployees Stock Option Plan 2021 ("ESOP 2021 "). ESOP 2021 was approvedpursuant to a Board resolution and Shareholders' Resolution each dated August 10 2021and amended pursuant to a Board resolution dated April 29 2022.
As per the ESOP plan 2021 the aggregate number of Options which may beissued by the Company under ESOP Plan is 3600000 options and each option shall entitlethe option holder One Equity Share in the Company.
During the Financial year 2021-2022 the Company has not granted anyoption under ESOP 2021. As on the date of this report 2400058 options have been grantedunder ESOP 2021. The Certificate required as per SEBI ESOP Regulations have been obtainedby the Company. The said certificates will be made available for inspection by the memberselectronically during business hours.
36. DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARRASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirement of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 and all the employees are covered under thisPolicy. Awareness program on Legislations and remedies related to sexual harassment ofwomen at workplace has been conducted. No sexual harassment complaint was received /pending with the Company during the financial year. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under this Act.
37. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure F attached to this report.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR
No application was made or any proceedings filed under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) during the financial year 2021-22.
39. CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. TheBoard endeavors to adhere to the standards set out by the Securities and Exchange Board ofIndia (SEBI) on corporate governance practices and accordingly has implemented all themandatory stipulations.
A detailed Corporate Governance Report in line with the requirements ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 regarding thecorporate governance practices followed by the Company which is given as Annexure-A andthe certificate from Practicing Company Secretary relating to compliance of mandatoryrequirements is given as Annexure-B. A statement regarding opinion of the Boardwith regard to integrity expertise and experience (including proficiency) of theIndependent Directors appointed during the year is given in Corporate Governance Reportannexed as Annexure A. Management Discussion and Analysis report is separatelyannexed.
40. BUSINESS RESPONSIBILITY REPORT
The 'Business Responsibility Report' (BRR) is not applicable to yourCompany for the year ended 31 March 2022.
No disclosure or reporting is made with respect to the following itemsas there were no transactions during FY 2021-22:
The issue of equity shares with differential rights as todividend voting or otherwise;
Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme except Employees' Stock Options Schemes referred to in thisReport;
Managing Director and Chief Executive Officer has not receivedany remuneration or commission from any of its subsidiaries;
There was no revision in the financial statements;
The Company has not made any downstream investments during FY2021-22 and hence certificate under FEMA is not required; a
There was no material subsidiary during the FY 2021-22
There were no one time settlement against any of the loanavailed by the Company from the Banks or Financial Institutions during the Financial Year2021-22.
Your Board of Directors take this opportunity to acknowledge thecontinued support and co-operation extended by the Shareholders. The Board wishes to placeon record their appreciation of the continued support and cooperation extended by theConsortium of Bankers East Coast Railway Paradeep Port Trust Government Departmentsboth at the Centre and the States Suppliers Dealers and above all Farmers. The Boardalso wishes to place on record their deep appreciation of the excellent services renderedby the Employees at all levels during the year.
|For and on behalf of the Board of Directors |
|S. K. PODDAR |
|DIN: 00008654 |
|Date: May 28 2022 |