Presentation on the 91st Annual Report highlighting thebusiness and operations of the Company on a standalone basis and the audited financialstatements for the financial year ended 31st March 2022.
Pursuant to the Order dated 6th April 2021 of the Hon'bleNational Company Law Tribunal Ahmedabad ("NCLT Order") Corporate InsolvencyResolution Process ("CIR Process") has been initiated against the Company inaccordance with the provisions of the Insolvency and Bankruptcy Code 2016("Code") and related rules and regulations issued thereunder with effect from 6thApril 2021 (Corporate Insolvency Resolution Process Commencement Date). Mr. Pinakin Shahhas been appointed as Interim Resolution Professional ("IRP") in terms of theNCLT Order.
The powers of Board of Directors of the Company stand suspendedeffective from the CIR Process commencement date and such powers along with the managementof affairs of the Company are vested with the IRP in accordance with the provisions ofSection 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations").
The Financial highlights of the Company on standalone basis for thefinancial year ended March 31 2022 is summarised below:
|Particulars ||2021-22 ||2020-21 |
|Gross turnover ||3126.50 ||1689.15 |
|Profit/(Loss) before Depreciation Finance Cost Exceptional Items and Tax ||507.05 ||201.34 |
|Less: Depreciation ||262.31 ||281.75 |
|Less: Finance costs ||812.04 ||794.92 |
|Profit/(Loss) before tax and Exceptional Items ||(567.30) ||(875.33) |
|Less: Exceptional Items ||- ||426.64 |
|Profit/(Loss) before tax ||(567.30) ||(1301.97) |
|Less: Provision for taxation - Current tax ||- ||- |
|Provision for taxation - Earlier year ||- ||(0.15) |
|Deferred tax ||- ||- |
|Profit/(Loss) after tax ||(567.30) ||(1301.82) |
|Profit/(Loss) for the Year ||(567.30) ||(1301.82) |
Fiscal 2021-22 was moderate year for the Company as reflected in thefinancials. Your Company reported 85.09% increase in gross sales from Rs 1689.15 crore in2020-21 to Rs 3126.50 crore in 2021-22.
EBIDTA increased to Rs 507.05 crore in 2021-22 from 201.34 crore in2020-21. Net loss for the year is Rs 567.30 against the previous year's loss of Rs 1301.82crores. The earnings per share (face value of Rs 1) stood at Rs (9.47) (basic) and Rs(9.47) (diluted) for 2021-22 against Rs (21.88) (basic) and Rs (21.88) (diluted) for2020-21.
Transfer to Reserves
The Company has not transferred any amount to the general reserveduring the current financial year.
As your Company is under the Corporate Insolvency Resolution Processthe Company has not recommended dividend on the equity shares of the Company for theFinancial Year 2021-22.
Dividend Distribution Policy
Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("LODR") the Company has formulatedits Distribution Policy and the same has been uploaded on the website of the Company whichcan be accessed at http://sintex.in/wp-content/uploads/2016/11/Dividend_Distribution_Policy.pdf
During the year the Company has not issued any shares on exercise ofconversion by the FCCBs holder. As at 31st March 2022 FCCBs worth US$ 6.50 million (ofthe US$ 110 million FCCB issue) were outstanding for conversion into equity shares.
The Company's paid-up Equity Share Capital continues to stand at Rs599217962/- divided into 599217962 equity shares of Rs 1/- each as on 31st March2022.
During the year under review your Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 and the rules madethere under.
State of Company's affairs
Sintex is a respected name in the textile industry in India. TheCompany is engaged into the cotton and 100% wet linen yarn manufacturing. It producespremium quality compact and specialized blended yarns. The high-quality yarn has beenwidely accepted by weavers knitters composite textile mills and large buying houses whoare working for brands in India and in across the globe.
The Company is continuously monitoring the Covid situation &accordingly managing the operations of the Company. The Company plant was operational forwhole year including period of 2nd & 3rd wave of Covid 19 bytaking precautionary steps. Further during first quarter ended 30th June 2021there is severe damage at our factory plant situated at Taluka Jafarabad LunsapurAmreli Gujarat due to Cyclone Tauktae on 17th May 2021 and 18th May 2021. The loss /damage is covered by the Insurance. Process of claiming insurance is going on. Plant ofthe Company was not operational due to non availability of electricity at our factoryplant due to damage of Cyclone Tauktae. Electricity was restored at our plant on 05thJuly 2021 and operations of the Company have commenced in a phased manner and achieved95% capacity during the year under review. The expected quantum of loss is approximatelyRs 115 crores on account of Cyclone Tauktae.
The Company has discontinued the manufacturing operations of structuredfabrics (except bleaching facility) at Kalol effective from 1st July 2019 on account ofhigh cost of operations.
Corporate Insolvency Resolution Process (CIRP)
A petition for initiation of Corporate Insolvency Resolution Processunder Section 7 of the Insolvency and Bankruptcy Code 2016 filed by Invesco AssetManagement (India) Pvt. Ltd. (Financial Creditor) has been admitted against the Companyvide Honorable National Company Law Tribunal Ahmedabad bench order dated 06.04.2021 andMr. Pinakin Shah has been appointed as Interim Resolution Professional by NCLT AhmedabadBench under section 13(1)(c) of the Insolvency and Bankruptcy Code 2016.
The Committee of Creditors (CoC) Members had approved a resolution planon 19th March 2022 submitted by Reliance Industries Limited jointly with Assets Care& Reconstruction Enterprise Limited which was subsequently submitted to the Hon'bleNCLT Ahmedabad Bench on 23rd March 2022 in accordance with Section 30(6) of the Code.The same continues to remain sub-judice with the Hon'ble NCLT.
Material changes and commitments if any 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 the report & Covid-19impact.
The company evaluates events and transactions that occur subsequent tothe balance sheet date but prior to the financial statements to determine the necessityfor recognition and/or reporting of any of these events and transactions in the financialstatements. As of 7th November 2022 there were no subsequent events to be recognized orreported that are not already disclosed. Overall there has been inflationary pressure inthe country which can be seen in dramatic increase in prices of various raw materialsfuels and transportation cost. In our case cotton which is our main raw material pricehas gone up substantially even after arrival of fresh crop in the market. Cotton pricehave doubled in last six months and yarn prices have not increased in line with cottonprices. Accordingly in current time margins are under pressure.
Performance of subsidiary - BVM Overseas Limited
Sintex's presence in domestic as well as export market is partiallythrough its wholly owned subsidiary BVM Overseas Limited.
Sintex is trading its yarn in domestic and international marketsthrough this subsidiary.
BVM Overseas Limited
The Company is the trading arm of Sintex Industries Limited in Indiaand in international markets. While the Company currently trades in yarn other productslike fabrics sheeting etc. will be brought under the Company's fold at a later date forcapitalising on trading opportunities in India and with international customers over time.
During the financial year under review the turnover increased to Rs681.46 crores against Rs 291.37 crores in 2020-21. Out of the total turnover about 79.19%accrued from the international market. The Company reported an EBIDTA of Rs 2.63 crore in2021-22.
For information relating to contribution of subsidiary company to theoverall performance of the Company please refer AOC - 1 forming part of this AnnualReport.
Changes in subsidiaries associates and joint ventures/wholly-ownedsubsidiaries:
During the year under review there was no change in the status ofsubsidiaries and joint ventures/ wholly-owned subsidiaries.
Corporate Social Responsibility initiatives
The Company has constituted Corporate Social Responsibility (CSR)Committee in compliance with the provisions of Section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) Rules 2014. The CSR Committee hasformulated a Corporate Social Responsibility Policy (CSR policy) indicating the activitiesto be undertaken by the Company. The Annual Report on CSR activities is annexed herewithas 'Annexure - A'.
Suspension of trading in equity shares :
The Company's Equity Shares has been suspended for trading to avoidmarket complications as per BSE Notice No. 20220321-66 dated 21.03.2022 and NSE Notice no.0323/2021 dated 21.03.2022.
Internal Financial Control (IFC) systems and their adequacy
As per the provisions of the Companies Act 2013 the Directors havethe responsibility for ensuring that the Company has implemented robust system / frameworkfor IFCs to provide them with reasonable assurance regarding the adequacy and operatingeffectiveness of controls to enable the Directors to meet with their responsibility.
The Company has in place a sound financial control system andframework in place to ensure:
The orderly and efficient conduct of its business includingadherence to Company's policies
Safeguarding of its assets
The prevention and detection of frauds and errors
The accuracy and completeness of the accounting records and
The timely preparation of reliable financial information.
A formal documented IFC framework has been implemented by the Company.The Company regularly reviews the effectiveness of controls and takes necessary correctiveactions where weaknesses are identified as a result of such reviews. This review coversentity level controls process level controls fraud risk controls and InformationTechnology environment. Based on this evaluation there is nothing that has come to theattention of the Directors to indicate any material break down in the functioning of thesecontrols procedures or systems during the year. There have been no significant eventsduring the year that have materially affected or are reasonably likely to materiallyaffect our internal financial controls. The Company has also come to a conclusion thatthe IFC and other financial reporting was effective during the year and is adequateconsidering the business operations of the Company.
Statutory Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act 2013read with rules made thereunder M/s. R Choudhary and Associates (FRN:101928W) CharteredAccountants Ahmedabad were appointed as Statutory Auditors of the Company in 88th AnnualGeneral Meeting to hold their office till the conclusion of 93rd Annual General Meeting ofthe Company.
The Report given by M/s. R Choudhary and Associates CharteredAccountants on the financial statement of the Company for the financial year 2021-22 doesnot have any qualifications observations reservation or comments or other remarks whichhave any adverse effect on the functioning of the company. The notes on financialstatement referred to in the Auditor's Report are self-explanatory and do not call for anyfurther comments.
Reporting of Fraud
There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed thereunder either to theCompany or to the Central Government.
As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records and accordingly such accounts are made and recordshave been maintained every year.
The Interim Resolution Professional of the Company has appointed M/s.Shah Mehta & Co. Cost Accountants Ahmedabad as Cost Auditor to audit the costrecords of the Company for the financial year 2022-23. The Cost Auditors have submitted acertificate of their eligibility for such appointment. As required under the CompaniesAct 2013 the remuneration payable to the cost auditor is required to be placed beforethe Members in a General Meeting for their ratification. Accordingly a Resolution seekingMember's ratification for the remuneration payable to M/s. Shah Mehta & Co. CostAccountants Ahmedabad is included in the Notice convening the Annual General Meeting.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Chirag Shah & Associates Company Secretaries Ahmedabad toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2021-22 of the Company and its material subsidiary company i.e. BVMOverseas Limited are annexed herewith as 'Annexure - B'. There were no qualificationsobservations reservation or comments or other remarks in the Secretarial Audit Reportwhich have any adverse effect on the functioning of the Company.
Directors and Key Managerial Personnel
Mr. Jayesh H. Khatsuria (DIN : 08626274) Director is due to retire byrotation at this Annual General Meeting in terms of Section 152(6) of the Companies Act2013 and is eligible for reappointment.
Mr. Pratit A. Patel (DIN: 07841812) & Mr. Premnarayan R. Tripathi(DIN: 06818747) have given their resignation as Independent Directors of the Company witheffect from 20th October 2022. Further Mr. Yogesh S. Ghatge (DIN: 08755299) & Mrs.Keerti Laxman Lachhwani (DIN : 08757712) have given their resignation as IndependentDirectors of the Company with effect from 27th October 2022. Also Mr. Premnarayan R.Tripathi Mr. Yogesh S. Ghatge and Mrs. Keerti Laxman Lachhwani have filed e-form DIR-11with the Registrar of the Companies notice of their resignation as Independent Directorsof the Company.
The Interim resolution Professional will put the notice of resignationof said directors before the Committee of Creditors (CoC) for their approval pursuant torelevant provisions of Insolvency and Bankruptcy Code 2016.
During the year under review there was no change in Key ManagerialPersonnel of the Company.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) read with Regulation 25(8) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
All Independent directors of the Company have integrity necessaryexpertise and experience required for effectively performing their roles and dischargingresponsibilities. Also your Company has received annual declarations from all theIndependent Directors of the Company confirming that they have already registered theirnames with the data bank maintained by the Indian Institute of Corporate Affairs["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevantrules.
As stipulated under Regulation 36(3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standards-2 issued by the Institute of Company Secretaries of India briefprofile of Mr. Jayesh H. Khatsuria proposed to be appointed/reappointed nature of theirexpertise in specific functional areas names of the companies in which they holddirectorships and membership/Chairmanship of Committees of the Board shareholding in theCompany and disclosure of relationship between directors inter-se are provided in theNotice attached forming part of the Annual Report.
The Independent Directors have been updated with their roles rightsand responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents reports and internal policies to enable them to familiarise withthe Company's procedures and practices.
The Company's plant property equipments and stocks are adequatelyinsured against major risks.
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(3)(c) of the Companies Act 2013 that:
a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of 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 had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concernbasis; and
e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
f) the systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.
Note: Since the Company is under CIR Process the management of theaffairs of the Company is vested with Interim Resolution Professional. Accordingly theabove mentioned duties and responsibility of Directors have been performed by InterimResolution Professional of the Company.
Sintex ESOP 2018
The Company instituted the Sintex Industries Limited -Employees StockOption Plan-2018 (ESOP Plan) to grant equity based incentives to eligible employees of theCompany and its subsidiaries and directors of the Company excluding independent directorsand a total of 3000000 options were available for grant under the ESOP Plan. The Companyhas not granted any stock options pursuant to ESOP Plan to eligible employees of theCompany and looking to the present financial position of the Company the Company hasterminated the ESOP Plan.
Pursuant to the provisions of Section 118 of the Companies Act 2013the Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Company Secretaries of India and notified by Ministry ofCorporate Affairs.
The Consultation Meetings of the Interim Resolution Professional
As the Corporate Insolvency Resolution Process (CIRP) of the Companyhad been in operation from 6th April 2021 as per the Orders passed by Hon'bleNational Company Law Tribunal Ahmedabad Bench the powers of Board of Directors weresuspended. Therefore instead of Board Meeting the Consultation Meetings were called andchaired by the Interim Resolution Professional of the Company and the meetings were heldon 29th June 2021 13th August 2021 25th September 2021 29th October 2021 and 4thFebruary 2022. The intervening gap between two consecutive meetings was not more than onehundred and twenty days. Detailed information on the Meetings of the Interim ResolutionProfessional is included in the Corporate Governance Report which forms part of theAnnual Report.
Audit Committee and other Committees of the Board of Directors
Since the powers of the Board of Directors and committees thereof hadbeen suspended with effect from 6th April 2021 pursuant to the order passed by Hon'bleNational Company Law Tribunal (NCLT) Ahmedabad Bench the powers of the variouscommittees viz. Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee have also been suspended with effect from the same date. Hence nomeetings of the committees were held during the year under review.
As per regulation 15(2A) & (2B) of SEBI Listing Regulations thecompanies under corporate insolvency resolution process are exempted from complying withregulation 17181920 and 21 of SEBI Listing Regulations with respect to Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committeerespectively provided that the roles and responsibilities of the committees specified inthe respective regulation shall be fulfilled by the IRP.
Pursuant to the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process and it coversvarious aspects of the Board functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgement governanceissues etc.
However the Board being suspended due to commencement of CIR Processthe powers of the Board of Directors continued to be suspended till closing dateevaluation of Board its Committees and individual directors has not taken place for theyear 2021-22.
Independent director databank registration
Pursuant to a notification dated October 22 2019 issued by theMinistry of Corporate Affairs all directors have completed the registration with theIndependent Directors Databank. Requisite disclosures have been received from thedirectors in this regard. Your Company has received annual declarations from all theIndependent Directors of the Company confirming that they have already registered theirnames with the data bank maintained by the Indian Institute of Corporate Affairs["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevantrules and that the online proficiency self-assessment test as prescribed under the saidrelevant rules is applicable to them and they will attempt the said test in due course oftime.
Independent Directors' Meeting
As the commencement of CIR Process the Board being suspended noIndependent Directors' Meeting held during the year.
Extra Ordinary General Meetings / Postal Ballot
During the year under review the Company has neither convened anyExtra Ordinary General Meeting of the members of the Company nor passed any resolutionthrough Postal Ballot.
Consolidated financial statements
The IRP reviewed the affairs of the Company's subsidiary during theyear at regular intervals. In accordance with Section 129(3) of the Companies Act 2013the Company has prepared Consolidated Financial Statements of the Company and itssubsidiary which form part of this Annual Report. The consolidated Financial Statementshave been prepared on the basis of audited financial statements of the Company and itssubsidiary as approved by their respective Board of Directors. Further a statementcontaining salient features of the Financial Statements of each subsidiary in Form AOC-1forms part of the Consolidated Financial Statements. The statement also provides thedetails of performance and financial position of subsidiary.
Transfer of shares to IEPF demat account
The Company has transferred 92005 Equity Shares to the IEPF demataccount held with Central Depository Services (India) Limited (CDSL) in terms of Section124 (6) of the Companies Act 2013 and the notified Rules of Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 in respectof those shareholders who have not claimed the dividend for the period of sevenconsecutive years or more.
The Board has on the recommendation of the Nomination and RemunerationCommittee framed and adopted the Policy for selection and appointment of directors seniormanagement and their remuneration. The Board recognizes that the various Committees of theBoard have very important role to play to ensure highest standards of corporategovernance. The remuneration policy is stated in the Corporate Governance Report.
Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information
Pursuant to the amendments in the SEBI (Prohibition of Insider Trading)Regulations 2015 vide The SEBI (Prohibition of Insider Trading) (Amendment) Regulations2018 the Board of Directors of the Company has adopted new code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information("UPSI") ("Fair Disclosure Code") incorporating a policy fordetermination of "Legitimate Purposes" as per Regulation 8 and Schedule A to thesaid regulations w.e.f. 1st April 2019.
Whistle blower policy
The Company has adopted a Whistle Blower Policy through which theCompany encourages its employees to bring to the attention of Senior Management & IRPany unethical behaviour and improper practices and wrongful conduct taking place in theCompany. The details of the same is explained in the Corporate Governance Report and alsoposted on the website of the Company at the linkhttp://www.sintex.in/wp-content/uploads/2016/07/Whistle_blower_policy.pdf
Code of Conduct to Regulate Monitor and Report Trading byInsiders
Pursuant to amendments in the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 vide the Securities and Exchange
Board of India (Prohibition of Insider Trading) (Amendment)Regulations 2018 the Company adopted the revised "Code of Conduct to RegulateMonitor and Report Trading by Designated Persons" as per Regulation 9 and Schedule Bto the said regulations w.e.f. 1st April 2019.
Policy for Determining Material Subsidiaries
Pursuant to amendments in the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 amended from time totime the Company has adopted the revised "Policy for Determining MaterialSubsidiaries" for laying down a criterion for determining Material Subsidiaries andtheir governance as per Regulation 16(1)(c) to the said regulations w.e.f. 1st April2019.
Particulars of loans given investments made guarantees given andsecurities provided
Particulars of loans given investments made guarantees given andsecurities provided under Section 186 of the Companies Act 2013 are provided in thestandalone financial statement (Please refer to Note No. 8 and 15 to the standalonefinancial statement) which are proposed to be utilized for the general business purposeof the recipient.
Contracts and arrangements with related parties
Related party transactions that were entered into during the financialyear were on arm's length basis and in the ordinary course of business in accordance withrelevant provisions of the Companies Act 2013. Further there were material related partytransactions which were entered into in the ordinary course of business and on arm'slength basis under Section 188(1) of the Companies Act 2013 during the financial yearunder review details of which are provided in form AOC-2 pursuant to provisions ofSection 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014. Form AOC-2 is attached herewith as "Annexure - C".
All Related Party Transactions were placed before the meeting of IRPfor approval. Prior omnibus approval was obtained for the transactions which were of arepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted were reviewed and statements giving details of all related party transactions wereplaced before the meeting of IRP on a quarterly basis. The Policy on materiality ofRelated Party Transactions and dealing with Related Party Transactions as approved by theIRP is uploaded on the Company's website at the link:http://www.sintex.in/wp-content/uploads/2022/04/6_related-party-transaction-policy-SINTEX_04.02.2022.pdf.
Disclosures of Related Party transactions as per Regulation 34(3) readwith Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are provided as note No. 39 to Standalone Financial Statements.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of theCompany as required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in a separate section and forms part of this Annual Report.
Corporate Governance is essentially a philosophy. It encompasses notonly the regulatory and legal requirements but also the voluntary practices developed bythe Company to protect the best interests of all stakeholders. The Company complies withall the Standards Guidelines and Principles governing disclosures and obligations set outby the Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporategovernance.
A separate report on Corporate Governance along with Certificate fromM/s. Chirag Shah & Associates Practicing Company Secretaries Ahmedabad on compliancewith the conditions of Corporate Governance as per Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided as a partof this Annual Report.
Your Company has made all information required by investors availableon the Company's website www.sintex.in.
Conservation of energy technology absorption and foreign exchangeearnings and outgo
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 as amended from timeto time is annexed to this Report as 'Annexure - D'.
Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 the Annual Return as on 31st March 2021 and draft Annual Return as on 31stMarch 2022 are available on the Company's website on http://www.sintex.in/investors/ andshall be further updated as soon as possible but not later than sixty days from the dateof the Annual General Meeting.
Particulars of employees
The information required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as 'Annexure-E'.
The statement containing particulars of employees as required underSection 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section136 of the Act the Report and Accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered Office of the Company during business hours onworking days of the Company. If any member is interested in obtaining a copy thereof suchmember may write to the Company Secretary in this regard.
Significant and Material Orders impacting going concern basis passed bythe regulators or courts or tribunals
A petition for initiation of Corporate Insolvency Resolution Processfiled by Invesco Asset Management (India) Pvt. Ltd. has been admitted against the Companyvide NCLT Ahmedabad bench order dated 06th April 2021 and Mr. Pinakin Shahhas been appointed as Interim Resolution Professional by NCLT Ahmedabad Bench.
Application Made/ Proceeding Pending under the Insolvency andBankruptcy Code 2016
Details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the year by the operational creditors areavailable on the official website of the NCLT i.e. www.nclt.gov.in.
The Company recognizes that risk is an integral part of business and iscommitted to managing the risks in a proactive and efficient manner. During the year theIRP has reviewed the risks associated with the business of the Company its root causesand the efficacy of the measures taken to mitigate the same. There are no risks which inthe opinion of the IRP threaten the existence of the Company.
Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
The Company has in place a policy for prevention of sexual harassmentin accordance with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013. All employees (permanentcontractual temporary trainees) are covered under this policy.
Your Company has zero tolerance towards any action on the part of anyemployee which may fall under the ambit of 'Sexual Harassment' at workplace and theCompany is fully committed to uphold and maintain the dignity of every women working inthe Company. The Sexual Harassment Policy provides for protection against sexualharassment of women at workplace and for prevention and redressal of such complaints.
There were no complaints pending as on the beginning of the financialyear and no new complaints were filed during the financial year under review.
The IRP further disclose that the Company has complied with theprovisions relating to the Constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Interim Resolution Professional state that no disclosure orreporting is required in respect of the following items as there were no transactions onthese items during the year under review:
1. Details relating to acceptance of deposits covered under Chapter Vof the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
The IRP would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The IRP alsowish to place on record its deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||On behalf of the Board (suspended during CIRP) |
| ||Pinakin Shah |
|Place: Ahmedabad ||Interim Resolution Professional |
|Date: 7th November 2022 ||(IP Registration No. IBBI/IPA-002/IP-N00106/2017-18/10248) |