GMM Pfaudler Ltd
Directors Reports
The Directors have pleasure in presenting the Sixtieth Annual Report together with the
Consolidated and Standalone Audited Financial Statements of the Company for the financial
year ended March 31, 2023.
1. SUMMARY OF THE FINANCIAL RESULTS:
STANDALONE
(' in Crore)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Revenue from operations (Net of excise duty) |
1,074.79 |
814.82 |
| Profit before tax |
131.07 |
127.02 |
| Profit after tax |
98.94 |
94.96 |
During the financial year 2022-23, on standalone basis revenue was up by 31.91%, Profit
before tax was up by 3.19% and Profit after tax was up by 4.19% as compared to previous
financial year.
CONSOLIDATED
(' in Crore)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Revenue from operations (Net of excise duty) |
3,177.55 |
2,540.57 |
| Profit before tax |
275.24 |
133.38 |
| Profit after tax |
213.50 |
75.36 |
During the financial year 2022-23, on consolidated basis revenue was up by 25.07%,
Profit before tax was up by 106.35% and Profit after tax was up by 183.31% as compared to
previous financial year.
2. SHARE CAPITAL:
During the year under review, there was a change in Authorised Share Capital of the
Company from H5 Crore to H10 Crore and change in Paid up Share Capital of the Company from
H2.92 Crore to H8.77 Crore due to the issue of Bonus Shares to the Existing Shareholders
of the Company in the ratio of 2:1 on July 14, 2022.
Further, there was a change in the paid-up Share Capital of the Company from H8.77
Crore to H8.99 Crore due to the issue of 11,04,724 shares having face value of H2 per
share on a preferential basis on September 29, 2022.
3. ESOP:
With the approval of the shareholders on December 2, 2021 through Postal Ballot, the
Company had introduced GMM Pfaudler Employee Stock Option Plan 2021 ("ESOP Plan
2021"), to reward, incentivise and retain eligible employees.
The Nomination and Remuneration Committee of the Company at their meeting held on May
25, 2023 approved grant of 12,600 Stock Options as part of tranche 2 under the ESOP Plan
2021.
The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB") have been placed on the
website of the Company and can be accessed at https://www.gmmpfaudler.com/
file/ESOPAnnexure.pdf.
A certificate from M/s. Rathi & Associates, Secretarial Auditors of the Company
certifying that the ESOP Plan 2021 has been implemented in accordance with SEBI SBEB
Regulations pursuant to the resolution(s) passed by the Shareholders, will be available
for electronic inspection at the ensuing Annual General Meeting.
4. TRANSFER TO RESERVES:
During the year under review there was no amount transferred to General Reserve out of
the net profits of the Company. Hence, the entire amount of profit has been carried
forward to the Profit & Loss Reserve Account.
5. DIVIDEND:
During the year under review, the Board of Directors declared and paid an Interim
Dividend of ' 1.00/- per share. The total amount distributed as interim dividend on
paid-up share capital for the year amounted to ' 4.49 Crore.
Based on the performance of the Company for the year, the Board of Directors is pleased
to recommend a Final Dividend of '1.00/- on the paid-up share capital for the year
amounted to '4.49 Crores.
The dividend declared and/or paid by the Company for the financial year 2022-23, is in
compliance with the Dividend Distribution Policy of the Company.
The Dividend Distribution Policy is set out as Annexure A' forming a part of this
Report and is also available on Company's website at
https://www.gmmpfaudler.com/file/Dividend_ Distribution_Policy.pdf
6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
In accordance with the provisions of Section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, a report on the performance and financial position of the
Company's subsidiaries for the financial year ended March 31, 2023 are set out as
'Annexure B' forming a part of this Report.
The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded
on the Company's website and can be accessed at https://www.gmmpfaudler.com/file/
PolicyfordeterminingMaterialSubisidiaries.pdf.
7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial reporting as designed and
implemented by the Company are adequate and ensure that all transactions are authorized,
recorded and reported correctly in a timely manner. During the year under review, no
material or serious lapses have been observed by the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
8. INTERNAL CONTROL SYSTEMS:
The Company's internal control systems are commensurate with the nature of its
business, size and complexity of its operations. Appropriate internal control policies and
procedures have been setup to ensure compliance with various policies, practices and
statutes keeping in view the organization's pace of growth and increasing complexity of
operations. The Internal Auditors carry out extensive audits throughout the year across
all functional areas and submit their reports to the Audit Committee to further strengthen
the process and make them more effective. The Audit Committee periodically reviews the
adequacy and effectiveness of the Company's internal financial control and implementation
of audit recommendations.
9. MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report for the year under review, under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), is presented in a separate section and forms a
part of this Report.
10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Company has been conducting business in a sustainable manner and to create maximum
value for all its stakeholders. Business Responsibility and Sustainability Report for FY23
in accordance with Regulation 34(2) (f) of the SEBI Listing Regulations, forms part of
this report.
It describes various initiatives taken by the Company from environment, social and
governance perspective.
11. CORPORATE GOVERNANCE:
The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI
Listing Regulations forms an integral part of this Report.
The requisite certificate from Deloitte Haskins & Sells, Chartered Accountants
confirming compliance with the conditions of corporate governance as stipulated under
Schedule V of the SEBI Listing Regulations is enclosed to the Report on Corporate
Governance.
12. CORPORATE SOCIAL RESPONSIBILITY:
The Board has constituted a Corporate Social Responsibility ("CSR") Committee
as per the provisions of Section 135 of the Companies Act, 2013 ("the Act"). The
Board has also framed a CSR Policy as per the recommendations of the CSR Committee.
The CSR Policy is available on the Company's website at
https://www.gmmpfaudler.com/file/ CorporateSocialResponsibilityPolicy.pdf
The composition of the Committee, contents of CSR Policy and report on CSR activities
carried out during the financial year ended March 31, 2023 is provided under Annual Report
on CSR prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are set out as 'Annexure C' forming a part of this Report.
The Company has setup a CSR Foundation under the name of GMM Pfaudler Foundation,
(Section 8 Company), a wholly owned subsidiary of the Company. The Foundation focuses on
activities relating to healthcare, education and environment in line with the Company's
CSR policy.
13. RELATED PARTY TRANSACTIONS:
All related party transactions entered by the Company during the financial year were in
accordance with the Policy on dealing with related party transactions formulated and
adopted by the Company. These transactions have been reviewed and certified by an
Independent Consultant and approved by the Audit Committee and reviewed by it on a
periodic basis.
The Board of Directors on recommendations of the Audit Committee approved the revised
'Policy on related party transactions' of the Company to align it with the amendments
notified by SEBI. Policy on dealing with related party transactions is available on the
Company's website at https://www.gmmpfaudler.com/file/
PolicyonRelatedPartyTransactions.pdf
The particulars of material contracts or arrangements with related parties entered by
the Company during financial year ended March 31, 2023 are given in prescribed Form AOC -
2 set out in 'Annexure D' forming a part of this Report.
Except as stated above:
a) All contracts/arrangements/transactions entered into by the Company during the year
under review with related parties were in the ordinary course of business and on arm's
length basis in terms of provisions of the Act:
b) No contracts or arrangements entered into under Section 188(1) of the Act and
c) No materially significant related party transaction that may have potential conflict
with the interest of the Company at large.
The particulars of contracts or arrangements entered into with the related party are
set out in Note 41 to the standalone financial statements of the Company forming part of
the Annual Report.
The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within
the stipulated time from the date of publication of its standalone and consolidated
financial results for the half year, disclosures of related party transactions to the
stock exchanges, in the format specified in the relevant accounting standards and SEBI.
14. RISK MANAGEMENT POLICY:
The Company recognises that risk is an integral and inevitable part of business and is
fully committed to manage the risks in a proactive and efficient manner.
The Company continuously sharpens its risk management systems and processes in line
with a rapidly changing business environment. Accordingly, the Company has a Risk
Management policy to ensure sustainable growth of the organisation and to promote
pro-active approach in evaluating, mitigating, and reporting such risks associated with
the business. The said policy is available on the Company's website at
https://www.gmmpfaudler.com/file/Risk_ Management_Policy.pdf
The Risk Management Committee ("RMC") of the Company has been entrusted by
the Board with the responsibility of reviewing the risk management process in the Company
and to ensure that key strategic and business risks are identified and addressed by the
management. A sub-committee of the RMC named Executive Risk Management Council
("ERMC") consistently monitors and records changes in the business environment,
threats and factors impacting the risk profile of the Company. The ERMC tracks and reports
the implementation of the risk mitigation plans to the RMC which in turn reports to the
Board of Directors.
Necessary information on the reference to the RMC, including meetings of the RMC held
during the year and other related information are furnished in the Corporate Governance
Report attached herewith and forms part of this Report.
15. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
A. DIRECTORS:
The present composition of the Board is in compliance with the provisions of Section
149 of the Act and Regulation 17 of the SEBI Listing Regulations.
During the year under review, Mr. Prakash Apte was appointed as an Independent Director
with effect from May 25, 2022. Dr. Sivaram retired as Chairperson and Independent Director
of the Company with effect from the end of business hours on September 19, 2022.
Consequent to the retirement of Dr. Sivaram, Mr. Prakash Apte, Independent Director has
succeeded as the Chairperson of the Company with effect from September 20, 2022.
As on date, Mr. Prakash Apte, Mr. Nakul Toshniwal, Ms. Bhawana Mishra and Mr. Vivek
Bhatia are the Independent Directors on the Board. All the Independent Directors have
given a declaration to the Board that they meet the criteria of independence as provided
under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations as
amended from time to time. The Independent Directors have also confirmed that they have
complied with the provisions of Schedule IV of the Act and the Company's Code of Conduct.
The Company's Board is of the opinion that the Independent Directors possess requisite
qualifications, experience and expertise in industry knowledge and they hold highest
standard of integrity. All Independent Directors of the Company have registered their name
in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the
provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Pursuant to the provisions of Section 152 of the Act, Mr. Malte Woweries, Director
being longest in the office, will retire by rotation at the ensuing Annual General Meeting
of the Company and being eligible, has offered himself for re-appointment. The Board
recommends his appointment in accordance with the provisions of the Act.
All Directors have given a certificate to the Compliance Officer confirming the
adherence to the Code of Conduct & Ethics Policy of the Company for the financial year
2022-23.
B. KEY MANAGERIAL PERSONNEL:
During the year under review, there is no change in the Key Managerial Personnel of the
Company. As on date, Mr. Tarak Patel, Managing Director, Mr. Aseem Joshi, Chief Executive
Officer, Mr. Manish Poddar, Chief Financial Officer and Ms. Mittal Mehta, Company
Secretary & Compliance Officer are the Key Managerial Personnel of the Company.
C. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act, and in relation to the audited financial
statements of the Company for the year ended March 31, 2023, the Board of Directors hereby
confirms that: a. in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the
Directors have made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March 31, 2023 and of
the profit of the Company for the year;
c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
D. MEETINGS OF THE BOARD:
Seven (7) Meetings of the Board of Directors were held during the financial year ended
March 31, 2023. The details of the Board Meetings with regard to their dates and
attendance of each of the Directors thereat have been provided in the Corporate Governance
Report.
E. AUDIT COMMITTEE:
The Audit Committee as on March 31, 2023 comprised of four members viz. Mr. Vivek
Bhatia, (Chairperson), Mr. Prakash Apte (Member), Mr. Nakul Toshniwal (Member) are
Independent Directors and Mr. Malte Woweries (Member) is a Non-Executive Director.
The details of meetings of the Committee held during the financial year under review
along with attendance of members thereof and Role of the Audit Committee are provided in
the Corporate Governance Report annexed to this Report. All the recommendations made by
the Audit Committee during the year were accepted by the Board.
F. STAKEHOLDERS RELATIONSHIP COMMITTEE & NOMINATION AND REMUNERATION
COMMITTEE:
Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee and
Stakeholders Relationship Committee were constituted by the Board of Directors to deal
with the matters as specified in the reference given to the respective committees.
The details of roles, powers and meetings of the Committees held during the financial
year under review along with attendance of members thereof and status of grievances
received from various stakeholders during the financial year are furnished in the
Corporate Governance Report annexed to this Report.
G. NOMINATION, REMUNERATION AND EVALUATION POLICY:
The Board of Directors has formulated a Policy which set standards for the nomination,
remuneration and evaluation of the Directors & Key Managerial Personnel and aims to
achieve a balance of merit, experience and skills amongst its Directors and Key Managerial
Personnel.
The Nomination, Remuneration and Evaluation Policy is available on website of Company
at https://www.gmmpfaudler.com/file/ NominationRemuneration&EvaluationPolicy.pdf
H. BOARD EVALUATION:
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has
carried out the annual performance evaluation of the Directors individually as well as
evaluation of the working of the Board and of the Committees of the Board, by way of
individual and collective feedback from Directors.
The Nomination Remuneration and Evaluation Policy of the Company empowers the
Nomination and Remuneration Committee to formulate a process for effective evaluation of
the performance of Individual Directors, Committees of the Board and the Board as a whole.
In order to have a fair and unbiased view of all the Directors, the Company used a
secured online application of an external agency which helped maintain anonymity of the
evaluation feedback.
The Independent Directors at their separate meeting reviewed the performance of:
• Non-Independent Directors and the Board as a whole;
• Chairperson of the Company after taking into account the views of Executive
Directors and Non-Executive Directors;
• The quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
The Directors were satisfied with the evaluation process undertaken during the year.
Further, in the opinion of the Board, all the Directors and in particular Independent
Directors possess utmost integrity, professional expertise and requisite experience
including proficiency.
I. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry. The Familiarization Programme for the Board and
details of various familiarization programmes conducted during the year ended March 31,
2023 are available on the Company's website at https://www.gmmpfaudler.
com/file/FamiliarizationProgrammeFY23.pdf
16. VIGIL MECHANISM
The Company has a robust vigil mechanism through its Whistle Blower Policy approved and
adopted by Board of Directors of the Company in compliance with the provisions of Section
177(10) of the Act and Regulation 22 of the SEBI Listing Regulations.
The Company has constituted an Ethics Committee to receive and investigate complaints
received under the Whistle Blower Policy.
It gives a platform to report any unethical or improper practice (not necessarily
violation of law) and to define processes for receiving and investigating complaints.
The mechanism ensures adequate protection and safeguards from any victimization on
reporting of unethical practices and irregularities. The Company is committed to adhere to
the highest standards of ethical, moral and legal conduct of business operations.
The Whistle Blower Policy has been appropriately communicated within the Company across
all levels and is available on the website of the Company at
https://www.gmmpfaudler.com/file/ WhistleBlowerPolicy.pdf
17. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:
The Company believes that all its employees have the right to be treated with dignity
and is committed to providing a safe and conducive work environment.
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
Internal Committee (IC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
During the year under review, the Company has not received any complaint of sexual
harassment. The policy formulated by the Company for Prevention of Sexual Harassment is
available on the website of the Company at https://www.gmmpfaudler.
com/file/AntiSexualHarrassmentPolicynew.pdf
18. AUDITORS AND AUDITORS' REPORT:
A. STATUTORY AUDITORS:
M/s. Deloitte, Haskins & Sells, Chartered Accountants (FRN 117365W) were
re-appointed as Statutory Auditors of the Company, for a second term of consecutive five
years, i.e. from the conclusion of 57th Annual General Meeting held on August
27, 2020 till the conclusion of 62nd Annual General Meeting by the shareholders
of the Company. They have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Auditors' Report for the financial year ended March 31, 2023 report does not
contain any reservation, qualification or adverse remark. The notes on financial statement
referred to in the Auditors' Report are self-explanatory and do not call for any further
comments.
B. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act and Rules made there under, the
Board of Directors had appointed M/s. Rathi and Associates, Practicing Company Secretaries
for conducting Secretarial Audit of the Company for the financial year 2022-23.
The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the
Act and Rules made there under, from M/s. Rathi and Associates, Practicing Company
Secretaries for the financial year 2022-23 is set out at 'Annexure E' forming a part of
this Report and does not contain any reservation, qualification or adverse remark.
Further, the Board of Directors at their meeting held on May 25, 2023 have re-appointed
M/s. Rathi and Associates, Practicing Company Secretaries for conducting Secretarial Audit
of the Company for the financial year 2023-24.
C. COST AUDITORS:
Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit)
Rules, 2014, the Board of Directors of your Company on recommendation of the Audit
Committee appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad as Cost
Auditors of the Company for the financial year 2022-23.
Further, the Board of Directors, on recommendation of the Audit Committee at their
meeting held on May 25, 2023 have re-appointed M/s. Dalwadi & Associates, Cost
Accountants for conducting audit of the cost accounting records maintained by the Company
in respect of its manufacturing activities for the financial year 2023-24.
As required under the Act, the remuneration payable to the Cost Auditor has to be
placed before the Members at a general meeting for ratification. Hence, a resolution
relating to the same forms part of the Notice convening the AGM.
D. INTERNAL AUDITORS:
M/s. Mazars conducted internal audit of the Company for FY23. Significant audit
observations and corrective actions thereon were presented to the Audit Committee on a
regular basis. No instances of fraud, suspected fraud, irregularity or failure of internal
control systems of material nature were reported by the internal auditors during the year.
The current term of Mazars as Internal Auditors of the Company expired on March 31,
2023 as per the guidance note for appointment of Statutory Auditors & Internal
Auditors of the Company.
The Board of Directors have appointed Ernst & Young LLP as Internal Auditors of the
Company for the financial year 2023-24.
19. CREDIT RATING:
During the year under review, CRISIL Ratings Ltd. vide its report dated February 3,
2023 has reaffirmed the Company's long-term banking facilities the CRISIL AA-/Stable.
CRISIL has also re-affirmed short-term banking facility ratings at CRISIL A1+. Further,
ICRA Ltd vide its report dated August 16, 2022 has reaffirmed the Company's long-term
banking facilities the [ICRA]AA-(Stable) and re- affirmed short-term banking facility
ratings at [ICRA]A1+.
The above ratings are considered to have a high degree of safety regarding timely
payment of financial obligations carrying lowest credit risk.
20. STATUTORY STATEMENTS:
A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the the 'Act'
read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of
energy, technology absorption, foreign exchange earnings and outgo etc. are set out at
'Annexure F' forming a part of this Report.
B. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
There have been no material changes and commitments affecting the financial position of
the Company since the closure of the financial year i.e. since March 31, 2023.
C. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which could have
impact on the going concern status and on the Company's operations in future.
D. ANNUAL RETURN:
The Annual Return of the Company for the financial year ended March 31, 2023 in Form
MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 is available on the Company's website at
https://www.gmmpfaudler. com/file/Annual-Return-FY23.pdf
E. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE
5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year under review and other disclosures under
Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 are set out at
'Annexure G' forming a part of this Report.
F. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The particulars of loans given and investments made during the financial year under
Section 186 of the Act are given at Notes forming part of the Financial Statements.
G. PAYMENT OF REMUNERATION / COMMISSION TO MANAGING DIRECTOR FROM HOLDING
OR SUBSIDIARY COMPANIES:
During the year under review, Mr. Tarak Patel, Managing Director received a
remuneration of CHF 32,500 from Mavag AG, wholly owned subsidiary of the Company as
sitting fees for attending its Board meetings.
H. INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 123 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment
Rules, 2017, the amounts of dividends remaining unclaimed for a period of seven years and
shares thereon are required to be transferred to the Investor Education and Protection
Fund ("IEPF"); details of which are available on the Company's website at
https://www.gmmpfaudler.com/investors/ shareholders-center/unclaimed-data During the year
under review, the Company has transferred '400,507 on account of unclaimed/ unpaid
dividend along with corresponding 460 equity shares of face value '2/- each to the IEPF.
Details of the Nodal Officer appointed under the said provisions are:
Ms. Mittal Mehta, Company Secretary & Compliance Officer, Email: mittal.mehta@
gmmpfaudler.com
21. GENERAL:
The Board of Directors confirm that no disclosure or reporting is required in respect
of the following matters as there were no transactions on these matters during the
financial year 2022-23:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise;
2. Issue of sweat equity shares.
3. Non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014;
4. Material or serious instances of fraud falling within the purview of Section 143(12)
of the Companies Act, 2013 and Rules made there under.
5. Change in the nature of business of the Company.
6. Revision of financial statements of the Company pertaining to previous financial
years, during the year.
7. Acceptance or renewal any amount falling within the purview of provisions of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review.
8. Application made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the financial year is not applicable;
9. Disclosure of the details of difference between amount of the valuation done at the
time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
The Board of Directors confirm that the Company has complied with the applicable
Secretarial Standards issued by ICSI on Meetings of the Board of Directors and General
Meetings.
22. ACKNOWLEDGEMENT:
The Board of Directors of the Company acknowledge with gratitude the support received
from shareholders, bankers, customers, suppliers, business partners, regulatory and
government authorities. The Directors recognize and appreciate the efforts of all
employees that ensured accelerated growth in a challenging business environment.
For and on behalf of the Board of Directors
| Prakash Apte |
Tarak Patel |
| Chairperson |
Managing Director |
| DIN: 00196106 |
DIN :00166183 |
Place: Mumbai
Date: May 25, 2023
Registered Office:
Vithal Udyognagar, Anand - Sojitra Road,
Karamsad - 388 325, Gujarat