Your Directors have pleasure in presenting the 61st Annual Report on the business andoperations of PCBL (formerly known as Phillips Carbon Black Limited) and the AuditedAccounts for the financial year ended 31st March 2022.
(Amount in Rs crores)
|Year ended ||Year ended 31.03.22 ||Year ended 31.03.21 |
|Revenue from operations ||4446.42 ||2659.52 |
|PBDIT ||660.09 ||524.12 |
|Less: Finance and hedging cost including foreign currency fluctuation (net) ||6.87 ||23.64 |
|PBDT ||653.22 ||500.48 |
|Less: Depreciation & Amortisation ||120.88 ||110.12 |
|PBT ||532.34 ||390.36 |
|Tax expense ||105.20 ||78.09 |
|PAT ||427.14 ||312.27 |
|Earnings Per Equity Share (FV L 1/- Per Sh.) (EPS) (in Rs)* ||11.84 ||9.06 |
*Pursuant to the Special Resolution passed by the Shareholders of the Company by way ofPostal Ballot through electronic means on 17th March 2022 the Company has sub-dividedits equity shares of face value of Rs 2/- each fully paid up into 2 equity shares of theface value of Rs 1/- per share effective from 13th April 2022. Accordingly earnings perequity share for the financial year ended 31st March 2021 and 31st March 2022 has beencomputed on the basis of Rs 1/- per share as per the requirement of IND AS - 33.
The financial statements for the year ended 31st March 2022 have been prepared inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Companies Act2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules2015 as amended.
The Board of Directors of the Company at its Meeting held on Thursday 20th January2022 has declared an Interim Dividend @ 500 % i.e. Rs 10 /- per equity share on the facevalue of Rs 2/- per equity share for the financial year ended 31st March 2022. The saidInterim Dividend was paid on and from 11th February 2022. The dividend recommendation isin accordance with the Dividend Distribution Policy of the Company which is annexed andforms part of the Annual Report and the same is available on the Company's website and canbe accessed at www.pcblltd.com/investor- relation/general-policies. There has been nochange in the policy during the year. The Notice convening the ensuing Annual GeneralMeeting ("AGM") of the Members of the Company includes an item for confirmationof the said interim dividend.
PERFORMANCE OVERVIEW Carbon Black
Your Company's FY22 EBITDA was Rs 660 crores as against Rs 524 crores in the previousyear. PAT for the year was Rs 427 crores which is around 1.37 times that of previousyear's PAT of Rs 312 crores even with the continued global recession in the automobileindustry as the backdrop further aggravated by the COVID-19 pandemic.
Your Company's power segment revenue (excluding inter segment revenue) in FY22 was atRs 93 crores as compared to Rs 67 crores in FY21 which is an increase by Rs 26 crores dueto higher sales volume as well as higher realisation.
A detailed review of the operations of the Company for the financial year ended 31stMarch 2022 is given in the Management Discussion and Analysis Report which forms a partof this Report.
During the current year ended March 31 2022 the operations of the Company wereslightly impacted due to regional lockdowns caused by the COVID-19 pandemic. The Companyhas made an assessment of the recoverability and carrying values of its assets comprisingproperty plant and equipment inventories receivables and other current/non-currentassets as of March 31 2022 and on the basis of evaluation has concluded that no materialadjustments are required in the financial statements. The Company is taking all thenecessary steps and precautionary measures to ensure smooth functioning of its operationsand to ensure the safety and well-being of all its employees. Given the criticalitiesassociated with nature condition and duration of COVID-19 the assessment onrecoverability of the Company's assets will be continuously made and provided for asrequired.
Carbon black production during FY22 was 456484 MT as compared to 384786 MT in FY21which is 18.6% more on YOY basis.
As a manifestation of our commitment to sustainability we are continuously workingtowards reduction in water and power consumption. We are endlessly strategising towardsconversion cost reduction through inventory and spare management as well as improving ourreliability by strengthening preventive measure compliances condition-based monitoringand periodic reviews of SOPs.
The greenfield project spread over 60 acres of land in Tamil Nadu will have a carbonblack manufacturing capacity of 147 KTPA along with a green power plant is in theprocess of being set-up and is expected to be ready for production by the end of thiscurrent fiscal year. Green power plant of 7.3 MW at Palej and 8 MW in Mundrarespectively got commissioned in FY22. Subsequently a 7 MW power plant at Kochi will becommissioned within the first half of FY23.
With its strategically located four plants PCBL is well equipped to serve customers inIndia as well as all over the globe. Proximity to seaports reduces logistics costs bothwithin India as well as abroad.
ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG)
With its continuous commitment towards sustainability the Company has been working onenhancing its ESG efforts by undertaking a comprehensive and independent ESG strategy andassessment exercise by adhering to certain Key Performance Indicators (KPIs) derived outof materiality targets. Key material factors have been sharply defined in alignment withthe context of the business. These are Greenhouse Gas (GHG) emissions energy and airquality management management of water use solid waste management health and safety(across the value chain) product stewardship human rights and community development.
For the year 2021-22 the Company has conducted a carbon footprint accounting processacross all manufacturing plants and offices. The GHG emissions covered by the reportincludes both direct and indirect emissions generated by the business. The GHG intensity(tCO2 emission/MT production of carbon black) was 1.76 in 2021-22.
The Company's specific key risks and opportunities relating to ESG material issues havebeen identified. Action plans to mitigate these risks and exploring the opportunities mayhave long lead times but PCBL is committed to this.
Your Company is now in the process of reviewing its ESG strategy by balancing businessneeds with sustainability needs and fine-tuning future KPIs. To achieve the goals theCompany is identifying remedial action plans for environmental social and governancespecific issues.
CHANGE OF NAME OF THE COMPANY
The name of the Company has changed from 'Phillips Carbon Black Limited' to 'PCBLLimited' pursuant to the fresh Certificate of Incorporation dated 29th December 2021issued by the Ministry of Corporate Affairs Office of the Registrar of Companies NizamPalace 2nd MSO Building 2nd Floor Kolkata - 700020.
CHANGE OF LOGO OF THE COMPANY
During the year Company has changed its logo i.e. the brand identity. The elephantwhich has been the company's icon since inception has been re-imagined using lines anddots inspired from chemical bonds the domain in which PCBL operates and symbolise theorganisation's digital approach. The stance reflects dynamism agility and moving forwardwith a future-facing outlook. The raised trunk is symbolic of PCBL's respect towardscustomers and stakeholders and echoes the philosophy of nurturing relationships. The greenhexagon inspired from carbon's molecular structure and the elephant reaching out for itembodies PCBL's commitment towards sustainability.
The purple logo is arrived at by mixing the energy of red and the stability of blue. Itreflects the fine balance of PCBL's rich legacy and future-facing outlook. The colour alsotakes inspiration from the palette of the mother brand RP-Sanjiv Goenka Group.
The green is symbolic of sustainability and resonates the company's philosophy ofpursuing growth in harmony with the environment.
QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
In accordance with SEBI Guidelines and Shareholders approval the Company has allottedand issued 16393442 equity Shares to qualified institutional buyers at the issue priceof Rs 244.00 per Equity Share (including a premium of Rs 242 per Equity Share) on 5thOctober 2021.
SUB- DIVISION OF EQUITY SHARES OF THE COMPANY
Pursuant to the Special Resolution passed by the shareholders of the Company by way ofPostal Ballot through electronic means on 17th March 2022 the Company had sub-dividedits equity share of the face value of Rs 2/- per share fully paid up to into 2 (two)equity shares of the face value of Rs 1/- per share fully paid up effective from 13thApril 2022.
During the year under review the Company had received its credit ratings from ICRACARE and CRISIL. The Rating Committee of ICRA Limited after due consideration assigned ashort-term rating of [ICRA]A1+ (pronounced ICRA A one plus) for Rs 500 crores CommercialPaper (CP) Programme. The Rating Committee of CARE Ratings Limited after dueconsideration assigned the rating of CARE AA; Stable (Double A; Outlook: Stable) for Rs550 crores Long Term Bank Facilities and a rating of CARE AA; Stable/CARE A1+ (Double A;Outlook: Stable / A One Plus) for Rs 1850 crores Long Term / Short Term Bank Facilities.The Rating Committee of CRISIL after due consideration assigned a rating of CRISIL A1+(pronounced as CRISIL A one plus rating) for Rs 550 crores Commercial Paper.
The Company has 2 unlisted subsidiaries as on date namely Phillips Carbon BlackCyprus Holdings Limited and PCBL (TN) Limited and 1 step-down subsidiary namely PhillipsCarbon Black Vietnam Joint Stock Company. There are no associate companies or jointventure companies within the meaning of Section 2(6) of the Act.
The Company has prepared a Consolidated Financial Statement of the Company and of allthe subsidiaries namely PCBL (TN) Limited Phillips Carbon Black Cyprus Holding Limitedand Phillips Carbon Black Vietnam Joint Stock Company in the form and manner as that ofits own duly audited by M/s. S R Batliboi & Co. LLP the statutory auditors incompliance with the applicable accounting standards and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended by the SEBI (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 (hereinafter referred to as the'SEBI Listing Regulations.')
The Consolidated Financial Statements for the year 2021-22 form a part of the AnnualReport and Accounts and shall be laid before the Members of the Company at the AGM whilelaying its financial statements under sub-section (2) of the said section. Pursuant to theprovisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing the salient features of the financial statements ofthe Company's subsidiaries in Form AOC-1 is attached to the financial statements of theCompany.
Further pursuant to the provisions of Section 136 of the Act the standalone financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited financial statements in respect of subsidiaries are available on thewebsite of the Company at www. pcblltd.com under the segment 'Investor Relations'.Shareholders desirous of obtaining the financial statements of the Company's subsidiariesmay obtain the same upon request by email to the Company's email id:firstname.lastname@example.org.
The Company does not have any material subsidiary in the immediately precedingaccounting year. However as per Regulation 16 of the SEBI Listing Regulations theCompany has adopted the policy for determining 'material' subsidiaries which states thata 'material' subsidiary means a subsidiary whose income or net worth exceeds 10% of theconsolidated income or net worth respectively of the Company and its subsidiaries in theimmediately preceding accounting year.
A Policy on 'material subsidiaries' was formulated by the Audit Committee of the Boardof Directors of the Company and the same is also posted on the Company's website and maybe accessed at the link: www.pcblltd.com/i nvestor-relation/general-policies
Your Company's paid-up Equity Share Capital as on 31st March 2022 stood at Rs 37.75crores. During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. As on 31st March 2022 none ofthe Directors of the Company hold shares or convertible instruments of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations a separate section onthe Management Discussion and Analysis as approved by the Board of Directors whichincludes details on the state of affairs of the Company is given in RsAnnexure-A' whichis annexed hereto and forms a part of the Board's Report.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ofthe Company as on 31st March 2022 is available on the website of the company at thefollowing link: https://www. pcblltd.com/investor-relation/compliances-under-sebi-regulations/general-meetings.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are given in RsAnnexure-B' whichis annexed hereto and forms a part of the Board's Report.
The Company does not have any Public Deposits under Chapter V of the Act. There is nooutstanding balance as on 31st March 2022.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany that have occurred between the close of the financial year ended 31st March 2022and the date of this Board's Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the Regulators Courts andTribunals impacting the going concern status and the Company's operations in future.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
A detailed section on the Company's internal financial controls with reference tofinancial statements and its adequacy is a part of the Management Discussion and AnalysisReport which forms a part of the Board's Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments are given in the notes to the financialstatements.
COMMITTEES OF THE BOARD
Currently the Board has six committees: Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee Corporate Social Responsibility CommitteeIndependent Directors' Committee and the Risk Management Committee. A detailed note onthe composition of the Board and its committees is provided in the Corporate GovernanceReport section of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company's commitment to create significant and sustainable societal value findsmanifestation in its Corporate Social Responsibility (CSR) initiatives and itssustainability priorities are deeply intertwined with its business imperatives. Over sixdecades of its existence the Company has upheld its tradition of community service andtried to reach out to the underprivileged in order to empower their lives and provideholistic development. The Company's focus areas are concentrated in the realms of healtheducation environment sustainability and community development with a focus onunderprivileged living around its manufacturing units and other establishments. Inaccordance with Section 135 of the Act as amended read with Notification issued by theMinistry of Corporate Affairs ('MCA') dated 22nd January 2021 and the rules madethereunder the Company has formulated a Corporate Social Responsibility Policy a briefoutline of which along with the required disclosures is given in RsAnnexure-C' which isannexed hereto and forms a part of the Board's Report.
The Company along with other companies of the Group has set up the RP-Sanjiv GoenkaGroup CSR Trust to carry out CSR activities. During the year 2021 - 22 the Company hasundertaken CSR initiatives in the fields of education rural development sportsenvironmental sustainability and community development thereby helping in the upliftmentof the underprivileged and underserved sections of the society. All the CSR activitiesfall within the purview of Schedule VII of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.
The details of the CSR Policy are posted on the Company's website and may be accessedat the link: www.pcblltd.com/investor-relation/general-policies
The Company runs its own socio-economic development initiatives in and around itsmanufacturing units. The Company continued to do its best to support communities throughthe current pandemic and assist those impacted by COVID-19 alongside healthcareprofessional and frontline warriors who played a key role in combating the virus.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) of the Act and SEBI ListingRegulations the Company has framed a Whistle Blower Policy/Vigil Mechanism for Directorsemployees and stakeholders for reporting genuine concerns about any instance of anyirregularity unethical practice and/or misconduct. Besides as per the requirement ofClause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amendedby SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 the Companyensures to make employees aware of such Whistle Blower Policy to report instances of leakof unpublished price sensitive information. The Vigil Mechanism provides for adequatesafeguards against victimisation of Directors or employees or any other person who availsthe mechanism and provides direct access to the Chairperson of the Audit Committee. Thedetails of the Vigil Mechanism/Whistle Blower Policy are also posted on the Company'swebsite and may be accessed at the following link: www.pcblltd. com/responsibility/policy.
The Company has devised a formal process for annual evaluation of performance of theBoard its Committees and Individual Directors ("Performance Evaluation") whichinclude criteria for performance evaluation of Non-Executive Directors and ExecutiveDirectors as laid down by the Nomination and Remuneration Committee and the Board ofDirectors of the Company. It covers the areas relevant to the functioning as IndependentDirectors or other Directors Member of the Board or Committee of the Board. TheIndependent Directors carried out annual performance evaluation of the Chairman andExecutive Directors. The Board carried out annual performance evaluation of its ownperformance. The performance of each Committee was evaluated by the Board based on reporton evaluation received from respective Committees. A consolidated report was shared withthe Chairman of the Board for his review and giving feedback to each Director.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for the selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Remuneration Policy and the details pertaining tothe remuneration paid during the year are furnished in the Corporate Governance Section ofthe Annual Report.
The Remuneration Policy is also posted on the Company's website and may be accessed atthe link: www.pcblltd.com/investor-relation/general-policies
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Hence the provisionsof Section 188 of the Act are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no materially significant Related Party Transactions duringthe year under review made by the Company with its Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.
All Related Party Transactions are placed before the Audit Committee for approval.
The Policy on Related Party Transactions duly approved by the Board of Directors of theCompany is posted on the Company's website and may be accessed at the link:www.pcblltd.com/investor- relation/general-policies
Risk Management is the process of identification assessment and prioritisation ofrisks followed by coordinated efforts to minimise monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realisation ofopportunities. Risk Management Policy enables the Company to proactively manageuncertainties and changes in the internal and external environment to limit negativeimpacts and capitalise on opportunities. The Company has laid down a comprehensive RiskAssessment and Minimisation Procedure in accordance with the requirements of the Act andthe SEBI Listing Regulations which is reviewed by the Risk Management Committee andapproved by the Board from time to time. This procedure is reviewed to ensure that theexecutive management controls risk through means of a properly defined framework. Detaileddiscussion on Risk Management is covered in the Management Discussion and Analysis Report(Annexure - A') which forms a part of the Annual Report. In view of its importance theCompany makes efforts on an ongoing basis to strengthen the internal financial controlsystem.
PARTICULARS OF EMPLOYEES
As required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014particulars of the employees concerned forms a part of the Boards' Report. Having regardto the provisions of Section 136 of the Act the Annual Report and Accounts excluding theaforesaid information are being sent to the Members of the Company by e-mail. Any Memberinterested in obtaining such particulars may write to the Company Secretary of the Companyat email@example.com.
KEY MANAGERIAL PERSONNEL
During the year there was no change in the Key Managerial Personnel of the Company.
DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is marked as 'Annexure - D' which is annexed hereto andforms a part of the Boards' Report.
The equity shares of the Company continue to be listed on the National Stock Exchange(NSE) and Bombay Stock Exchange Ltd (BSE). The Company has paid the requisite listing feesto all the Stock Exchanges for FY 2022-23.
A separate Report on Corporate Governance as prescribed under the SEBI ListingRegulations together with a certificate from the Company's Auditors confirmingcompliance is set out in the Annexure forming part of this Annual Report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the year 2021-2022 the Board of Directors met eight times. The details of thenumber of meetings of the Board of Directors held during FY 21-22 have been detailed inthe Corporate Governance Section of the Annual Report.
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings and General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act the Directors to the best of theirknowledge and belief confirm that:
i) I n the preparation of the annual accounts for the financial year ended 31st March2022 the applicable accounting standards have been followed and there are no materialdepartures;
ii) Appropriate accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit and loss of the Company for the period;
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis;
v) Internal financial controls laid down by the Directors have been followed by theCompany and such internal financial controls are adequate and are operating effectively;and
vi) Proper systems to ensure compliance with the provisions of all applicable laws arein place and are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from each Independent Directorunder Section 149(7) of the Act that he/she meets the criteria of independence laid downin Section 149(6) of the Act and Regulation 16(1 )(b) read with Regulation 25(8) of theSEBI Listing Regulations. The Board have taken on record these declarations afterundertaking the due assessment of the veracity of the same.
STATUTORY AUDITORS AND AUDITOR'S REPORT
In terms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Members of the Company in its 56th Annual General Meeting held on21st September 2017 approved the appointment of M/s. S R Batliboi and Co. LLP CharteredAccountants (ICAI Registration No. 301003E/E300005) as the Statutory Auditors of theCompany for an initial term of five consecutive years i.e. from the conclusion of the56th AGM till the conclusion of the 61st AGM of the Company to be held in the year 2022.The Statutory Auditors have confirmed they are not disqualified from continuing asAuditors of the Company.
The Board of Directors of the Company ('the Board') on the recommendation of the AuditCommittee has approved in their Meeting held on 19th April 2022 re-appointment ofMessrs. S. R. Batliboi & Co. LLP Chartered Accountants having registration No.301003E/E300005 as Statutory Auditors of the Company for 2nd term of five consecutiveyears from the conclusion of the 61st Annual General Meeting till the conclusion of the66th Annual General Meeting to be held in the year 2027 on such remuneration as may bedecided by the Board of Directors in consultation with the Statutory Auditors of theCompany.
Accordingly consent of the Members is sought for passing an Ordinary Resolution as setout under Item No. 4 of the Notice for re-appointment of Messrs. S. R. Batliboi & Co.LLP Chartered Accountants having registration No. 301003E/E300005 as Statutory Auditorsof the Company for 2nd term of five consecutive years from the conclusion of the sixtyfirst (61st) Annual General Meeting till the conclusion of the sixty sixth (66th) AnnualGeneral Meeting to be held in the year 2027 on such remuneration as may be decided by theBoard of Directors in consultation with the Statutory Auditors of the Company.
The Report given by M/s. S R Batliboi and Co. LLP Chartered Accountants on thefinancial statement of the Company for the year 2021-2022 is part of the Annual Report.The Notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer. During the year under reviewthe Auditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3) (ca) of the Act.
COST ACCOUNTS AND COST AUDITORS
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 the Cost Audit records maintained by the Company relating to manufacturing ofcarbon black and generation and transmission of electricity at its plants located atDurgapur in West Bengal Kochi in Kerala Mundra and Palej in Gujarat is required to beaudited the Directors of the Company had on the recommendation of the Audit Committee ofthe Board of Directors of the Company appointed M/s. Shome & Banerjee to audit thecost accounts for the FY 22-23 at a remuneration of Rs 550000/- (Rupees Five Lacs FiftyThousand only). As required under the Act the remuneration payable to the Cost Auditorsis required to be placed before the Members in a General Meeting for their ratification.Accordingly a Resolution seeking ratification of the Members for the remuneration payableto M/s. Shome & Banerjee Cost Auditors is included at Item No. 5 of the Noticeconvening the AGM.
The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder. The Cost Auditorshave confirmed they are not disqualified to be appointed as the Cost Auditors of theCompany for the year financial year ending 31st March 2023.
The Company submits its Cost Audit Report with the Ministry of Corporate Affairs withinthe stipulated time period.
SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS
The Secretarial Audit was carried out by M/s. Anjan Kumar Roy & Co. CompanySecretaries (Membership No. FCS 5684) for the financial year ended on 31st March 2022.
The Report given by the Secretarial Auditors is marked as Annexure -E' and forms a partof the Board's Report. The Secretarial Audit Report is self-explanatory and do not callfor any further comments. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the SecretarialAuditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3) (ca) of the Act.
During the Financial Year your Company has complied with applicable SecretarialStandards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors"and "General Meetings" respectively.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company has in place an Anti-Sexual Harassment Policy in Rsine with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 covering all employees of the Company. The Company has compliedwith the provisions relating to the constitution of the Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
A detailed Business Responsibility and Sustainability Reporting as required under SEBIListing Regulations is marked as 'Annexure - F' which is annexed hereto and forms a partof the Board's Report.
QUALIFICATION RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS
There is no qualification reservation or adverse remark made by the Statutory or Costor Secretarial Auditors in their Audit Reports issued by them.
Mr. Shashwat Goenka retires by rotation at the forthcoming AGM and being eligibleoffers himself for re-appointment.
Details of the proposal of re-appointment of Mr. Shashwat Goenka is mentioned in theStatement u/s 102 of the Act of the Notice of the 61st AGM of the Company.
The term of office of Mr. O P Malhotra and Mr. K S B Sanyal as Independent Directors ofthe Company has come to an end on 29th July 2021 and consequently they have ceased to beDirectors of the Company with effect from close of business hours on 29th July 2021.
The Board of Directors placed on record its deep appreciation for the invaluablesupport and guidance received from Mr. O P Malhotra and Mr. K S B Sanyal during their longassociation as Directors of the Company.
Mrs. Rusha Mitra has been appointed as a NonExecutive Independent Director in the Boardof Directors of the Company to hold office for the first term of five consecutive yearswith effect from 8th April 2021 and her appointment got regularised vide the OrdinaryResolution passed by the Shareholders of the Company at its Annual General Meeting held on22nd June 2021.
Mr. R. K. Agarwal has been appointed as a NonExecutive Independent Director in theBoard of Directors of the Company to hold office for the first term of five consecutiveyears with effect from 26th July 2021 and his appointment got regularised vide theOrdinary Resolution passed by the Shareholders of the Company by way of Postal Ballotthrough electronic means on 2nd December 2021.
Mr. T. C. Suseel Kumar has been appointed as a Non-Executive Independent Director inthe Board of Directors of the Company to hold office for the first term of fiveconsecutive years with effect from 27th October 2021 and his appointment got regularisedvide the Ordinary Resolution passed by the Shareholders of the Company by way of PostalBallot through electronic means on 2nd December 2021.
Mr. K. Jairaj has been appointed as a Non-executive Independent Director in the Boardof Directors of the Company to hold office for the first term of five consecutive yearswith effect from 8th March 2022 vide the Special Resolution passed by the Shareholders ofthe Company by way of Postal Ballot through electronic means on 26th February 2022.
The Board is of the opinion that the Independent Directors of the Company possessesrequisite qualifications experience and expertise and they hold highest standards ofintegrity. The Policy on Directors' appointment and remuneration including the criteriafor determining the qualifications positive attributes and independence of Director formsa part of the Corporate Governance Section of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no change in the nature of the business of theCompany.
A detailed section on the Company's Human Resource Development is a part of theManagement Discussion and Analysis Report which forms a part of the Board's Report.
KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended 31st March 2022 are provided in theManagement Discussion and Analysis Report given in "Annexure - A" which isannexed hereto and forms a part of the Board's Report.
As a responsible corporate citizen the Company supports the 'Green Initiative'undertaken by the Ministry of Corporate Affairs Government of India enabling electronicdelivery of documents including the Annual Report etc. to Shareholders at their e-mailaddress previously registered with the DPs and RTAs.
To support the 'Green Initiative' Members who have not registered their emailaddresses are requested to register the same with the Company's Registrar and ShareTransfer Agent/Depositories for receiving all communications including Annual ReportNotices Circulars etc. from the Company electronically.
Pursuant to the MCA Circulars and SEBI Circulars copies of the Notice of the 61st AGMand the Annual Report of the Company for the financial year ended 31st March 2022including therein the Audited Financial Statements for the year 2021-2022 are being sentonly by email to the Members.
Your Company has been able to operate responsibly and efficiently because of theculture of professionalism creativity integrity ethics good governance and continuousimprovement in all functions and areas as well as the efficient utilisation of theCompany's resources for sustainable and profitable growth.
The Directors hereby wish to place on record their appreciation of the efficient andeffective services rendered by each and every employee more particularly during thischallenging time without whose wholehearted efforts the overall satisfactory performancewould not have been possible. Your Directors also record their grateful appreciation forthe encouragement assistance and co-operation received from members governmentauthorities banks customers and all other stakeholders. Your Directors look forward tothe long term future with confidence.
| ||For and on behalf of the Board |
| ||Dr. Sanjiv Goenka |
|Place: Kolkata ||Chairman |
|Date: 19th April 2022 ||(DIN 00074796) |