for the year ended on December 31 2020
Your Directors are pleased to submit their Annual Report together with the AuditedFinancial Statements for the year ended on December 31 2020.
|Financial Results: ||Year ended 31.12.2020 ||Year ended 31.12.2019 |
|Revenue from Operations ||79151 ||88704 |
|Other Income ||2098 ||2923 |
|Total Revenue ||81249 ||91627 |
|Profit before Depreciation || || |
|Interest & Tax (PBDIT) ||9779 ||14996 |
|Depreciation & Amortisation ||2624 ||2655 |
|Interest Expense ||- ||- |
|Profit before Tax ||7155 ||12341 |
|Provision for Income Tax ||1850 ||3786 |
|Profit for the year after Tax ||5305 ||8555 |
|Other comprehensive income for the year net of tax ||(149) ||(176) |
|Total comprehensive income for the year ||5156 ||8379 |
|Transfer to Reserves: ||Nil ||Nil |
|Proposed Dividend: || || |
|Proposed Dividend || || |
|@ Rs 7 per share ||1421 ||1421 |
|Basic & Diluted Earnings Per Share: ||26.13 ||42.15 |
|Disclosures under Regulation 34(3) read with Schedule V Clause B of SEBI (LODR) || || |
|(i) Debtors Turnover Ratio ||4.40 ||4.75 |
|(ii) Inventory Turnover Ratio ||6.60 ||6.88 |
|(iii) Interest Coverage Ratio ||N.A. ||N.A. |
|(iv) Current Ratio ||4.46 ||4.92 |
|(v) Debt Equity Ratio ||N.A. ||N.A. |
|(vi) Operating Profit Margin (%) ||7% ||11 % |
|(vii) Net Profit Margin (%) ||7% ||10 % |
|(viii) Return on Net Worth (%) ||6% ||12 % |
Financial Year of the Company
The Company Law Board by an Order dated January 7 2016 has permitted the Company tohave the Financial Year to end on 31st December of each year.
Operating & Financial Performance Internal Control
The COVID-19 pandemic which led to lock-down orders issued by the Central and StateGovernments from March 24 2020 had its ultimate impact on the projected revenues andmargins of the Company. Operations had been disrupted at our plants (KolkataVisakhapatnam and Mehsana) and various customer sites. Our plants were closed temporarily.However consequent to the relaxations in lockdown and due to the permissions receivedfrom the authorities for Visakhapatnam Kolkata and Mehsana plants on March 28 2020March 31 2020 and April 25
2020 respectively our plants restarted operations and have progressively improvedtheir production. Road closure in conjunction with the aforesaid orders had resulted inthe restriction of movements and availability of personnel and incoming and outgoinggoods. Steel plants had also reduced production which gradually picked up towards the endof the year following government relaxations. Revenue from Indian operations in 2020 hadtherefore reduced by over 11% and net profits by 42% as compared to 2019. However withthe several measures taken during this period cash and deposits with bank increased by19%. The pandemic not only disrupted our operations it also severely impacted ourcustomers and competitors as well. All of this caused imbalances in the market dynamicswith supplies chasing demands. Furthermore the effect being felt across the globe exportopportunities dried up.
This pushed a number of competitors to look inwards for business further pushing theprices down. andmaterialorderspassed by regulators Things have started reversing withSteel plants ramping up their production to near 2019 levels. Your Company's performancealso improved as evidenced by the Q3 and Q4 numbers.
During this period your Company took the opportunity to initiate a number ofimprovements like operating efficiencies employee engagement researching alternate rawmaterials reduction of Working Capital etc.
There has been no change in the nature of the business of the Company but the mannerin which operations and functioning had to be done had to be altered to adhere to theCOVID-19 restrictions and directions like social distancing no gathering of personnelelectronic communications replacing physical interface with customers implementing workfrom home restricted travel etc. The Company has no subsidiaries therefore disclosuresin this regard are not provided in this Report of the Directors. There were no significantcourts or tribunals impacting the going concern status and Company's operations in thefuture. In preparation of the financial statements there has been no treatment differentfrom the Accounting Standards.
All four factories worked efficiently the controlled COVID-19 environment. Energyefficient installations have been made at these factories. Safety measures and processeshave been installed and improved upon at all plants and work sites. All COVID-19 protocolsand compliances have been followed. The Company has in place an established internalcontrol system designed to ensure proper recording of financial and operationalinformation and compliance of various internal controls and other regulatory and statutorycompliances. These internal controls have been strengthened with the introduction of moreelectronic controls compliances and vigilance methods. Code on Internal Control whichrequires that the Directors review the effectiveness of internal controls and compliancecontrols financial and operational risks risk assessment and management systems andrelated party transactions have been complied with. Self-certification exercises are alsoconducted under which senior management certify the effectiveness of the internal controlsystem their adherence to Code of Conduct and Company's policies for which they areresponsible financial or commercial transactions if any where they have a personalinterest or potential conflict of interest. Internal Audit is conducted on a pan-Indiabasis. Company's Policies and the Code of Conduct and CORE Values and Behavioursapplicable to Directors and Employees of the Company have been complied with during theyear. A list of these Policies which are available on the Company's
website www.vesuviusindia.com is mentioned later in this Report of theDirectors.
Despite reduction of Operating profits for the year your Board of Directors is pleasedto recommend a dividend of Rs. 7/- per Equity Share of nominal value of Rs 10/- eachsimilar to what was paid out last year. The dividend will entail a cash outflow of Rs1421 lakhs (previous year Rs 1421 lakhs). If declared by the Shareholders at theforthcoming Annual General Meeting the dividend will be deposited with the bank withinMay 2 2021 and dividend will be paid within May 11 2021.
Vesuvius plc the ultimate holding company is listed on the London Stock Exchange andis a global leader in metal flow engineering principally serving industries. Vesuviuscontinues to have close collaborative relationships with customers supported by anextended global manufacturing network aligned with customer locations. Vesuvius has 79sales offices 54 production sites and 6 R&D centres of excellence spread globallyacross 6 continents. Vesuvius has focused on R&D activities and investments have beenmade to support long-term profitable growth and extending help to our customers in valuecreation.
Vesuvius has articulated the following five key execution priorities which will enableit to achieve its core objectives of delivering long term sustainable profitability andcreating shareholder value:
Reinforce our technology leadership
Increase the penetration of our value-creating solutions
Capture the growth in developing markets
Improve our cost leadership and margins
Develop our Technical Service Offering The Vesuvius Group has been extremely supportiveof their Indian operations and continues to provide constant support in terms oftechnology research and development systems manufacturing Human resources etc.
The Company's factories at Kolkata and Visakhapatnam have been certified ISO 9001:2015for Quality Management Systems Standards.
The Company is primarily a manufacturer and trader of refractory and is managedorganizationally as a single unit. Accordingly the Company is a single business segmentcompany. Geographical (secondary) segment has been identifiedas domestic sales andexports. Details of segment reporting are available in the Annual Accounts.
Industry Structure & Developments Opportunities &
Threats Outlook Risks & Concerns
During the year 2020 production and consumption of steel was adversely affected by theCOVID-19 pandemic and the lockdown necessitated to contain its spread. Thus thecumulative production of crude steel at 99.57 MT declined by 10.6% from 111.35 MT in theyear 2019. Subsequent to the Lockdown in the current fiscal (April-December) thecumulative production of crude steel at 71.94 MT and finished steel at 64.45 MT declinedby steel and foundry 12.6% and 15.8% respectively over the corresponding period in lastyear. The consumption during the same period at 63.46 MT was lower by 16.8% over thecorresponding period last year. However the sector has seen improvement in production ofcrude and finished steel as well as consumption of finished steel post COVID-19 pandemicand unlocking of the economy during the current fiscal. The continuous increase inconsumption during this fiscal has also led to absorption of inventories with the steelproducing companies resulting in a lower closing stock of 10.57 MT of finished steel atthe end of December 2020 which is 3.80% lower than that in the previous month and 18.02%lower than the same month of the previous year.
During the current fiscal (April-December) the export of finished steel from India at8.31 MT increased by 27.5% while import at 3.21 MT have declined by 41.8% over thecorresponding period last year. India was net exporter of finished steel during thisperiod with net trade surplus of 5.1 MT. However the progressive unlocking of the economyand improving economic activities leading to better domestic demand have resulted in adecline/moderation in export in recent months.
Demand for commercial vehicles white goods real estate had been adversely affected bythe restrictions and protocols implemented due to the COVID-19 pandemic having itscorresponding impact on the Indian steel industry. Indices like PMI and IIP also indicatethe subdued business scenario prevailing in 2020. The steel and foundry industry comprisethe biggest group of our customers. These are also cyclic in nature. Hence anything thataffects the steel and foundry industry will have its one-off effect on our business also.Since refractory industry goes along with the steel industry initiatives by theGovernment targeted at improving the fortunes of the steel industry may have a positiveimpact on the refractory industry as well. There is acontinuousprocessofriskidentificationreview and mitigation thereof. The risk impact ofCOVID-19 has been reviewed both locally and by the Vesuvius Group worldwide. Overallapart from the consequences of change COVID-19 pandemic there has been no significant inthe risks identified and uncertainties during the year.
These inter alia include risk of business interruption due to many reasons attributableto external factors end market risk due to economic downturn demand softening andconsolidation in the steel industry raw material sourcing attraction and retention ofstaff issues around health safety and environment product failure/ quality and failureto secure innovation and continuously changing regulatory landscape. The list above is notexhaustive (some risks are not yet known and some currently not deemed to be materialcould become so). The Company continues to focus on technology R&D support reducingcarbon footprint reducing waste in customer manufacturing processes thereby increasingtheir overall operational efficiency. We also continued our efforts to reduce waste andenergy consumption in our own manufacturing processes.
Board of Directors
At the Board meeting held on February 21 2020 Mr Thiago da Costa Avelar (DIN No.08697241) has been appointed a Director in the casual vacancy caused by the resignation ofMr Jan Roel van der Sluis. His appointment was confirmed by the Members of the Company atthe Annual General Meeting held on September 25 2020. He is due to retire by rotation atthe ensuing Annual General Meeting and therefore a resolution proposing his re-appointmentis mentioned in the Notice convening the ensuing Annual General Meeting of the Company. MrThiago da Costa Avelar is the President-Advanced Refractories of the Vesuvius Group andoperates from the United Kingdom.
He has confirmed and declared that he is qualified to act as a Director of the Companyand being eligible has offered himself for re-appointment as a Director of the Company.The Nomination and Remuneration Committee and the Board of Directors are of the opinionthat Mr Thiago da Costa Avelar is a person of high integrity has relevant expertise andexperience and fulfils all the criteria specified in the Companies Act 2013 and rulesthereon and all the requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 [ "SEBI (LODR)" ] making him eligible to be re-appointed asDirector and have recommended his re-appointment. Mr da Costa Avelar does not hold anyshares of the Company and is not related to any Promoter or Director or Key ManagerialPersonnel of the Company. He is a Member of the Audit Committee and in no other Committeein India. He is not a Director of any other company in India but is a Director of fivecompanies abroad the details of which and other Additional information about Mr da CostaAvelar are mentioned separately in the Notice convening the ensuing Annual General Meetingof the Company.
Mr Tanmay Ganguly (DIN No. 01272338) had resigned from the Vesuvius Group andconsequently resigned from the Company effective from May 21 2020 and Mr Henry JamesKnowles (DIN No. 08751453) was appointed a Director in the casual vacancy caused by theresignation of Mr Ganguly. The appointment of Mr Knowles was confirmed by the Members ofthe Company at the Annual General Meeting held on September 25 2020.
Mr Ritesh Dungarwal (DIN No. 08136275) ceased to be the Managing Director of theCompany on his sudden demise on August 19 2020. Mr Subrata Roy (DIN No. 07046994) wasappointed Managing Director effective from August 19 2020 for two years in place of MrDungarwal and the appointment of Mr Subrata Roy was confirmed by the Members of theCompany at the Annual General Meeting held on September 25 2020. Mr Roy has offered tostep down as the Managing Director effective from March 15 2021 to give way to theappointment of Mr Nitin Jain (DIN No. 07934566) as Managing Director. On therecommendation of the Nomination and Remuneration Committee the Board of Directors attheir meeting held on January 19 2021 appointed subject to the approval of the Membersat the ensuing Annual General Meeting Mr Nitin Jain (DIN No. 07934566) as ManagingDirector for a period of five years effective from March 16 2021 for which an Agreementdated January 19 2021 has been executed between the Company and Mr Jain to record theappointment and his terms of service.
Mr Nitin Jain is a materials engineer from NIT Jaipur. He has Masters of science degreefrom the Case Western Reserve University USA as well as MBA degree from the Ohio StateUniversity USA. As of February 25 2021 Mr Jain was the Managing Director of ImerysCeramics (India) Private Limited (a French multinational in mineral and mining industry)as well as Sales and Technical Director for the Imerys Ceramics APAC Region. He is also aDirector of Imerys Performance and Filtration Minerals Private Limited Imerys CarbonatesIndia Limited and Imerys Minerals (India) Private Ltd. Over the last 19 years Mr Jain hasworked in leadership roles in mergers & acquisitions operations product managementsales and technology in both North America and Asia. Effective from March 16 2021 hewill become a member of the Corporate Social Responsibility Committee Risk ManagementCommittee Board Management Committee and Share Transfer & Stakeholders Grievance& Relationship Committee of Vesuvius India Limited. Mr Jain does not hold any sharesof the Company and is not related to any Promoter Director or Key Managerial Personnel ofthe Company or their relatives. The Board of Directors are of the opinion that Mr NitinJain is a person of high integrity has relevant expertise and experience and fulfils allthe criteria specified in the Companies Act 2013 and rules thereon and all therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015making him eligible to be appointed as Director. Additional information about Mr NitinJain and a resolution proposing his appointment are mentioned in the Notice convening theensuing Annual General Meeting of the Company.
Mr Biswadip Gupta Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri IndependentDirectors of the Company had a separate meeting on December 2 2020 to conduct anevaluation of the performance of Independent Directors individual directors the Boardand its Committees and assess the quality quantity and timeliness of flow of informationfrom the Company management to the Directors as well as an oversight of successionplanning risk management internal controls and prioritization of strategic objectivesand Board efficiency. The Board also conducted a similar evaluation exercise. Mr SudiptoSarkar and Miss Nayantara Palchoudhuri met separately to evaluate and review theperformance of the Chairman. The evaluation concluded that the Board continues to functioneffectively and remains well balanced and diverse with a strong mix of relevant skillsexpertise and experience. The Directors have during the year provided guidance anddirection to steer the Company during the troubled COVID-19 pandemic situation.
The Independent Directors have confirmed and declared that they are not disqualified toact as an independent director in compliance with the provisions of section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsare persons of high integrity have relevant experience and expertise and fulfil theindependence criteria and all the conditions specified in the Companies Act 2013 and SEBI(LODR) making them eligible to act as Independent Directors. All Independent Directorshave obtained lifetime registration with the Indian Institute of Corporate Affairs.
All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company and the declaration in this regard made by Mr Subrata Roy Managing Directoris attached as Annexure X which forms a part of this Report of the Directors. TheCode of Conduct is available on the Company's website www.vesuviusindia.com. AllDirectors have confirmed compliance with the provisions of section 164 of the CompaniesAct 2013.
The details of the number and dates of meetings held by the Board and its Committeesattendance of Directors and remuneration paid to them are given separately in the attachedCorporate Governance Report (Annexure I) which forms a part of this Report of theDirectors.
Directors' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3) (c) read with section 134(5) of the Companies Act 2013 andprovisions of SEBI (LODR) and in the preparation of the annual accounts for the year endedon December 31 2020 and state that: a) in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b) the Directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for thatperiod; c) theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d) the Directorshave prepared the annual accounts on a going concern basis; e) the Directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f) there is a propersystem to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
Key Managerial Personnel
The following persons were the Key Managerial Personnel of the Company in compliancewith the provisions of section 203 of the Companies Act 2013 during the year ended onDecember 31 2020: a) Mr Ritesh Dungarwal Managing Director (upto 19.08.2020) b) MrSubrata Roy Managing Director (from 19.08.2020) c) Mr Vikram Singh Company Secretary d)Mr Sivasis Sen Chief Financial Officer
The Company has in place a framework in compliance with the SEBI regulations pertainingto Corporate Governance. During the year under consideration the Company had a sevenmember Boardunder Regulation 17(8) read withof Directors consisting of three independentdirectors three non-executive directors representing the holding company and the ManagingDirector. Mr Tanmay Kumar Ganguly had resigned from the Board effective from May 21 2020Mr Thiago da Costa Avelar joined the Board on February 21 2020 and Mr Henry James Knowlesjoined the Board on June 3 2020. Mr Ritesh Dungarwal's appointment as Managing Directorceased upon his sudden demise on August 19 2020 and Mr Subrata Roy was appointed ManagingDirector in his place effective from August 19 2020. The non-executive Directorsrepresenting the holding company have waived their commission on profits for the year andhave not received any sitting fees for attending the meetings of the Directors. TheManaging Director does not receive sitting fees for attending the meetings of the Board orany Committee thereof nor any commission on profits. The sitting fees paid to theDirectors are within the limits prescribed under the Companies Act 2013 and Rulesthereon. The Corporate Governance Report for the year ended on December 31 2020 givingthe details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI(LODR) is given separately as Annexure I and forms part of this Report of theDirectors. The Corporate Governance Certificate for the year ended issued by Mr AnjanKumar Roy of M/s Anjan Kumar Roy & Co Practicing Company Secretaries SecretarialAuditor of the Company is also attached as Annexure II and forms a part of thisReport of the Directors. The certificate issued by Mr Anjan Kumar Roy of M/s Anjan KumarRoy & Co Practicing Company Secretaries pursuant to clause C(10)(i) of Schedule Vread with regulation 34(3) of SEBI (LODR) confirming that none of the directors on theBoard of Directors of the Company have been debarred or disqualified from being appointedor continuing as directors of companies by the SEBI Ministry of Corporate Affairs or anysuch statutory authority is given separately as Annexure V and forms a part of thisReport of the Directors. The Company has in place an Insider Trading Code for compliancewith the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015. The Company Secretary is the Compliance Officer responsible forcompliance with the Insider Trading procedures. Details of securities transactions byinsiders are placed before the Board of Directors of the Company and notified to the StockExchanges where applicable. The Company Secretary is also the Nodal Officer for thepurpose of compliances relating to Investor Education and Protection Fund. The ManagingDirector and the Chief Financial Officer have given their certificate B of Schedule II ofSEBI (LODR) regarding the annual financial statements for the year ended on December 2020to the Board of Directors. Mr Subrata Roy Managing Director has given his certificateread with Part D of Schedule V of SEBI (LODR) regarding compliance with the Code ofConduct of the Company for the year ended on December 31 2020 which is attached as AnnexureX and forms a part of this Report of the Directors.
The Audit Committee was constituted on October 24 2000. The Committee as on December31 2020 comprises Mr Biswadip Gupta as Chairman and Mr Thiago da Costa Avelar MissNayantara Palchoudhuri and Mr Sudipto Sarkar as Members. The Company Secretary is theSecretary of the Committee. The Managing Director and Chief Financial Officer arepermanent invitees to the meeting. The Internal Audit reports financial statements anddetails of all related party transactions are placed periodically before the AuditCommittee. During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee. The Company has in place a vigil mechanism detailsof which are available on the Company's website www.vesuviusindia.com. All personshave been given direct access to the Chairman of the Audit Committee to lodge theirgrievances. No personnel has been denied access to the Audit Committee to lodge theirgrievances. The Audit Committee has also been delegated the responsibility for monitoringand reviewing risk management assessment and minimization procedures implementing andmonitoring the risk management plan and identifying reviewing and mitigating all elementsof risks to which the Company may be exposed to.
The details of terms of reference of the Audit Committee number and dates of meetingsheld attendance of the Directors and remuneration paid to them during the year ended onDecember 31 2020 are given separately in the attached Corporate Governance Report.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted on April 29 2014. TheCommittee as on December 31 2020 comprises Mr Biswadip Gupta as Chairman and Mr HenryJames Knowles Mr Subrata Roy Miss Nayantara Palchoudhuri and Mr Sudipto Sarkar asMembers. Mr Rajeev Chalana HR Director-Flow Control & Advanced Refractory South Asiais the Secretary of this Committee.
The Corporate Social Responsibility Policy is available on the Company's website www.vesuviusindia.com
The terms of reference of the Corporate Social Responsibility Committee number anddates of meetings held attendance of the Directors and remuneration paid to them duringthe under Regulation 34(3) year ended on December 31 2020 are given separately in theattached Corporate Governance Report.
The Annual Report on Corporate Social Responsibility is attached as Annexure IX.Vesuvius is committed to positively contribute to the future of the planet by supportingeducational opportunities for children and youth as well as those coming fromdisadvantaged background and especially encouraging more women into scientific / technicalfields of education as well as to support in healthcare hunger/poverty eradication andtheir welfare and such other activities covered under CSR Policy and Company believes thatthese CSR initiatives should be sustainable and with the long term purpose of improvingthe quality of living for the less privileged and for increasing social assets. The fundsshould be carefully spent on CSR projects so that they result in the ultimate objectivesmeted out in the Company's CSR Policy. Meetings have been held with agencies in locationswhere the Company's factories are located and with those having pan-India presence toprovide support to CSR projects. Employees at customer sites have also been made aware ofopportunities for undertaking CSR projects locally and their proposed CSR projects arebeing reviewed. The Company has spent approx. Rs 163 lakhs on CSR activities during theyear. The COVID -19 pandemic prevented complete execution of CSR projects during the year2020 in spite of which the Company has progressively increased its CSR spend during theyear. on There are several new projects finalised and justifiable the basis of needssustainability and the capability of these projects to improve social assets. The Companyremains committed and is better prepared to meet its obligations related to CSR spendduring the next financial year 2021
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted on April 29 2014 and themembers as on December 31 2020 are Mr Sudipto Sarkar as Chairman and Mr Patrick Andre MrBiswadip Gupta and Miss Nayantara Palchoudhuri as Members. The Company Secretary is theSecretary of this Committee. The Managing Director is invited to attend all the meetingsof this Committee. The Company's Remuneration Policy prepared in accordance with section178 of the Companies Act 2013 is available on the Company's website www.vesuviusindia.com.The details of terms of reference of the Nomination and Remuneration Committee number anddates of meetings held attendance of the Directors and remuneration paid to them duringthe year ended on December 31 2020 are given separately in the attached CorporateGovernance Report which forms a part of this Report of the Directors.
Risk Management Committee
The Risk Management Committee was constituted on April 25 2019 and the following areMembers as on December 31 2020:
Mr Biswadip Gupta Chairman Mr Subrata Roy Managing Director Mr Henry James KnowlesMiss Nayantara Palchoudhuri Mr Sudipto Sarkar
SENIOR EXECUTIVES OF THE COMPANY:
Mr Sivasis Sen Chief Financial Officer Mr Vikram Singh Company Secretary
The Company's Risk Management Policy is available on the Company's website www.vesuviusindia.com.The details of terms of reference of the Risk Management Committee number and dates ofmeetings held attendance of the Directors and remuneration paid to them during the yearended on December 31 2020 are given separately in the attached Corporate GovernanceReport which forms a part of this Report of the Directors.
Board Management Committee
A Board Management Committee was constituted on November 11 2020 with Mr BiswadipGupta Chairman and Mr Subrata Roy Managing Director as members. The Company Secretary isthe Secretary of this Committee. The Terms of Reference of this Committee include reviewof the monthly financial performance indicators and as required report the same to theBoard of Directors at the Board Meeting discuss the Quarterly Operating Reports from theManaging Director assess the culture values standards and ethics of the Company anyother matter as may be mandated by the Board from time to time. The details of the numberand dates of meetings held attendance of the Directors and remuneration paid to themduring the year ended on December 31 2020 are given separately in the attached CorporateGovernance Report which forms a part of this Report of the Directors.
Share Transfer and Stakeholders Grievance &
The Share Transfer Committee was constituted on January 1 1993 and was renamed TheShare Transfer and Investor Grievance Committee on February 12 2001. To comply with therequirements of the Companies Act 2013 the name of the Committee was changed to ShareTransfer and Stakeholders Grievance & Relationship
Committee effective from April 29 2014. The Members of the Committee as on December31 2020 are Mr Biswadip Gupta as Chairman Mr Henry James Knowles Mr Subrata Roy MissNayantara Palchoudhuri and Mr Sudipto Sarkar as Members. The Company Secretary is theSecretary of this Committee. The Committee has delegated the responsibility for sharetransfers and other routine share maintenance work to the Company Secretary and to M/s C BManagement Services (P) Ltd the Registrars and Share Transfer Agents of the Company. Allvalid requests for dematerialisation and rematerialisation of shares transfer ortransmission of shares and other share maintenance matters are completed within 15 days ofreceipt of valid and complete documents. Minutes of the Committee meetings are circulatedto all Directors and discussed at the Board meetings. The Committee also reports to theBoard on matters relating to the shareholding pattern shareholding of major shareholdersinsider trading compliances movement of share prices redressal of complaints reports onSCORES of SEBI reports and certificates from Secretarial Auditor and electronic filingswith the stock exchanges and with the Ministry of Corporate Affairs compliances relatedto Investor Education and Protection Fund and all other compliances under the CompaniesAct 2013 and SEBI (LODR). Details of the number and dates of meetings of this Committeewhich were held during the year ended on December 31 2020 attendance of the Directorsand remuneration paid to them are given separately in the attached Corporate GovernanceReport.
The shares of the Company are listed on the Bombay and National Stock Exchange. TheCompany's shares are compulsorily traded in the dematerialized form. The ISIN numberallotted is INE386A01015. The details of the shareholding pattern distribution ofshareholding and share prices are mentioned separately in the attached CorporateGovernance Report. Only 260224 shares i.e. 1.28% of share capital are held in physicalmode by 1719 Shareholders as on December 31 2020.
An application for delisting of the shares of the Company from BSE Limited had beenmade in May 2016 but delisting has not been completed by BSE Limited.
Investor Education and Protection Fund
A sum of Rs 582082/- being dividend lying unclaimed for seven consecutive years outof the fifteenth dividend declared by the Company for the year ended on December 31 2012at the Annual General Meeting held on April 25 2013 was transferred to the InvestorEducation and Protection Fund of the Central Government in June 2020 after givingseveral notices and reminders to the concerned shareholders.
The dividend which remains unclaimed out of the 20th Anniversary Special Dividend(being interim dividend for the year ended on December 31 2014) and declared by the Boardof Directors on February 25 2014 and dividend declared by the Company for the year endedon December 31 2013 at the Annual General Meeting held on April 29 2014 will betransferred to the Investor Education and Protection Fund ("IEPF") of theCentral Government by March and June 2021 respectively pursuant to the provisions ofsection 124 and 125 of the Companies Act 2013. Thereafter no claim shall lie on theCompany for these unclaimed dividends. Shareholders will have to make their claims withthe IEPF Authority following the appropriate procedures in this regard. Individual noticeshave already been sent to the shareholders concerned on January 28 2021.
2607 Equity shares in respect of 28 folios corresponding to the dividend for the yearended on December 31 2012 which remained unclaimed for seven consecutive years has alsobeen transferred after giving several notices and reminders to the concernedshareholders to the IEPF Authority in compliance with Section 124 of the Companies Act2013 read with rule 6 of the Investor Education and Protection Fund (Accounting AuditTransfer and Refund) Rules 2017 after giving individual notices to concerned Shareholdersand advertisements in newspapers. Equity Shares corresponding to the 20th AnniversarySpecial Dividend and dividend declared for the year ended on December 31 2013 andremaining unclaimed for seven consecutive years will also be transferred to the IEPF ifthe dividend is not encashed within March and June 2021 respectively. Individual noticesdated January 28 2021 have been sent to the concerned Shareholders and advertisementsmade in the newspapers on February 3 2021 in this regard. The advertisement is availableon the website of the Company.
Notices dated January 28 2021 have also been sent to all Shareholders concernedreminding them to encash their unclaimed dividend.
List of Shareholders whose dividend remain unclaimed till the date of Annual GeneralMeeting held on September 25 2020 have been uploaded in the website of the Company www.vesuviusindia.comunder heading "Investor Information" => "Dividend &Disclosures". Shareholders are requested to check their unclaimed dividend from thislist and contact the Registrars and Share Transfer Agents to encash these unclaimeddividends.
Messrs Price Waterhouse Chartered Accountants LLP (Firm Registration No: 012754N/N500016) Auditors of the Company have submitted their Independent Auditors Report on thefinancial statements of the Company for the year ended on December 31 2020 and they havemade no qualification reservation or adverse remark or disclaimer in their Report.Ratification of their appointment every year is no more required pursuant to the revisedprovisions of Section 139 of the Companies Act 2013. The Auditors have confirmed thatthey comply with all the requirements and criteria and are otherwise qualified to continueto act as Auditors of the Company. No frauds have been reported by the Auditors undersection 143(12) of the Companies Act 2013.
Secretarial Audit as required under section 204 of the Companies Act 2013 andregulation 24A of SEBI (LODR) was conducted by the Secretarial Auditor Mr Anjan KumarRoy FCS of M/s Anjan Kumar Roy & Co. Practicing Company Secretaries. The SecretarialAudit Report is attached as Annexure III and the Secretarial Compliance Report isattached as Annexure IV and these form a part of this Report of the Directors.There are no qualifications or observations or adverse remarks made by the SecretarialAuditor in his Reports.
Messrs Gondesi & Co Cost and Management Accountants Visakhapatnam have beenappointed the Cost Auditors of the Company for the financial year ended on December 312021. The remuneration payable to the Cost Auditors is required to be approved by theMembers of the Company hence an appropriate resolution for approval of the remuneration ofthe Cost Auditors has been proposed in the Notice convening the ensuing Annual GeneralMeeting. Maintenance of cost records as specified under section 148 of the Companies Act2013 is required by the Company and accordingly such accounts and records are made andmaintained.
The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.
Loans guarantees and investments
It is the Company's policy not to give loans directly or indirectly to any person(other than to employees under contractual obligations) or to other body corporates orgive any guarantee or provide any security in connection with a loan to any other bodycorporate or person. The Company also does not make any investment in securities of anyother body corporate. The Company has not taken or given any loan or advances in thenature of loan to its holding company. The Company has no investments.
Information pursuant to section 134(3) of the Companies Act 2013
Related Party Transactions: Vesuvius plc is the ultimate holding company of theCompany and therefore all subsidiaries of Vesuvius plc are treated as related parties ofthe Company. Such related party transactionsincluding those with the holding company andchain holding companies who hold 55.57% shares of the Company which have been held duringthe current year and the previous year are mentioned in the Annual Report in accordancewith the Indian Accounting Standards 24 on Related Party Disclosures notified by theCompanies (Indian Accounting Standards) Rules 2015 as amended and are not repeated inthis Report of the Directors. All these related party transactions are in the ordinarycourse of business and are at arm's length and hence the restrictive provisions of section188(1) are not attracted to these transactions. In compliance with the provisions ofRegulation 34(3) read with Schedule V(A) of SEBI (LODR) read with section 134(3)(h) it isconfirmed that no loans or advances in the nature of loans have been received or paid tothe holding company or any associate company or any Director or to any firms or companiesin which a director is interested and no investments have been made in the shares of theparent/ holding companies or any of its subsidiaries. The Company does not have anysubsidiaries. The Company has no investments. The prescribed Form AOC-2 is therefore notapplicable to the Company. There were no material changes and commitments affecting thefinancial position of the Company occurring between December 31 2020 and the date of thisReport of the Directors. The prescribed particulars of Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) readwith Rule
8(3) of the Companies (Accounts) Rules 2014 is attached as Annexure VII andforms a part of this Report of the Directors.
The prescribed particulars of Employees required under section 134(3)(q) read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure VIII and forms a part of this Report of the Directors.
The Annual Return for the year ended December 31 2019 which was electronically filedwith the Ministry of Corporate Affairs on November 23 2020 is available on the website ofthe Company www.vesuviusindia.com under the heading Investor Information =>Dividend & Disclosures.
Prevention of Sexual Harassment
In compliance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company had constituted an Internal Committee with threeemployees and a reputed external representative and Miss Nayantara Palchoudhuri Directoras an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available onthe Company's website www.vesuviusindia.com. All employees especially womenemployees were made aware of the Policy and the manner in which complaints could belodged. The Committee submitted their sixth Annual Report which has been received andapproved by the Board. The following is reported pursuant to section 22 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andregulation 34(3) read with sub-clause 10(l) of Clause C of Schedule V of SEBI (LODR) forthe year ended December 31 2020. a. Number of complaints of sexual harassment received/filed during the year : Nil b. Number of complaints disposed off during the year : Nil c.Number of complaints pending for more than ninety days : Nil d. Number of complaintspending as on end of financial year : Nil e. Number of workshops or awareness programmesagainst sexual harassment carried out : Employees have been given training online f.Nature of action taken by the employer or District Officer : Not Applicable
Business Responsibility Report
The Business Responsibility Report for the Company for the financial year ended onDecember 31 2020 is attached as Annexure VI and forms a part of this Report of theDirectors.
Annexures forming a part of this Report of the Directors
The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report of the Directors:
|Annexure ||Particulars |
|I ||Corporate Governance Report |
|II ||Certificate on Corporate Governance |
|III ||Secretarial Audit Report |
|IV ||Secretarial Compliance Report |
|V ||Certificate under Schedule V of SEBI (LODR) |
|VI ||Business Responsibility Report |
|VII ||Prescribed particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo |
|VIII ||Particulars of Employees |
|IX ||Annual Report on Corporate Social Responsibility |
|X ||Managing Director's Certificate on compliance of Code of Conduct |
The following policies of the Company are available on the Company's website www.vesuviusindia.comunder the heading Investor Information=> Policies & Disclosures andwhile framing these Policies all the requirements and criteria prescribed under theCompanies Act 2013 and SEBI (LODR) have been considered a) Remuneration Policy b)Corporate Social Responsibility Policy c) Terms and conditions of Appointment ofIndependent Director d) Related Party Transactions Policy e) Speak Up and IncidentReporting (Whistle Blowing) Policy f) Dividend Distribution Policy g) Policy onPreservation of Documents h) Anti-Bribery and Corruption Policy i) Risk Management Policyj) Insider Trading Code k) Insider Trading Code for Fair Disclosure l) Quality Policy m)Health and Safety Policy n) Environment Policy o) Code of Conduct p) CORE Values andBehaviours
Human Resources Management & Health Safety and Environment
Vesuvius believes that the personal growth and job satisfaction of employees is key tothe success and growth of the business.Various training and awareness programmes conductedto enhance professional skills and development needs and keep employees aware of the COREValues and Behaviours and policies of the Company. Open communications supported byregular updates across businesses and operations encourage information dissemination andexchange of best practices. The I ENGAGE program of the Vesuvius Group brings forthopportunities for improvement in human relations and operations.
The Company strictly adheres to the prescribed norms and practices regarding healthsafety and environment. All COVID-19 protocols and directives were implemented andemployees received numerous support during the period of disruption caused by thispandemic. All employees have been made aware of the Insider Trading codes and haveundergone training on commercial and operational matters and also on Anti-Bribery andAnti-Corruption Policy of the Company and Prevention of Sexual Harassment Policy.
Your Directors record their sincere appreciation of the dedication and commitment ofall employees specially during the unprecedented COVID-19 pandemic environment incontinuing their achievements and excellence in all areas of the business. Your Directorsthank the Shareholders customers suppliers and bankers and other stakeholders for theircontinuous support to the Company.
| ||For and on behalf of the |
| ||Board of Directors |
| ||Vesuvius India Limited |
| ||Biswadip Gupta |
|Place : Kolkata ||Chairman |
|Date : February 25 2021 ||(DIN : 00048258) |