Dear Shareholders,
Your Directors have pleasure in presenting this Integrated Annual
Report (Annual Report') of the Escorts Kubota Limited (Escorts/ Company) along with
Company's audited financial statements (standalone and consolidated) for the financial
year ended on March 31, 2023.
Financial Results
(' crores)
|
Standalone |
Consolidated |
Particulars |
Year ended on March 31, 2023 |
Year ended on March 31, 2022 |
Year ended on March 31, 2023 |
Year ended on March 31,2022 |
Revenue from operations |
8,344.95 |
7,196.90 |
8,428.69 |
7,282.65 |
Other income |
280.56 |
168.80 |
280.93 |
173.80 |
Total income |
8,625.51 |
7,365.70 |
8,709.62 |
7,456.45 |
Profit from operations before Interest, Depreciation,
Exceptional Items & Tax |
1,060.98 |
1,164.33 |
1,050.97 |
1,139.86 |
Finance Cost |
10.26 |
12.70 |
13.27 |
14.97 |
Profit from operations before Depreciation, Exceptional Items
& Tax |
1,050.72 |
1,151.63 |
1,037.70 |
1,124.89 |
Depreciation & Amortisation |
148.43 |
129.75 |
150.06 |
132.06 |
Profit from operations before Tax and exceptional items |
902.29 |
1,021.88 |
887.64 |
992.83 |
Less: Exceptional Items |
97.16 |
- |
53.05 |
- |
Profit Before Tax |
805.13 |
1,021.88 |
834.59 |
992.83 |
Tax Expense |
198.15 |
256.27 |
197.94 |
257.22 |
Net Profit for the period |
606.98 |
765.61 |
636.65 |
735.61 |
Financial Performance/ State of Company Affairs
The brief highlights of the Company's performance (Standalone) for the
financial year (FY') ended March 31, 2023 are:
J8,625.51 Crores
Total income of the Company for FY 2023 stood at H8,625.51 crores
('7,365.70 crores in FY 2022)
J1,060.98 Crores
Profit from operations before Interest, Depreciation, Exceptional Items
& Tax stood at ' 1,060.98 crores.
J805.13 Crores
Profit from operations before Tax (PBT) stood at H805.13 crores. Net
profit for the period stood at H606.98 crores.
Our Company sold 1,03,290 tractors during the year under review as
against 94,228 tractors sold during the last financial year.
The brief highlights of the Company's performance (Consolidated) for
the financial year ended March 31,2023 are:
Total income of the Company for FY 2023 stood at '8,709.62
crores ('7,456.45 crores in FY 2022).
Profit from operations before Interest, Depreciation,
Exceptional Items & Tax stood at '1,050.97 crores.
Profit from operations before Tax (PBT) stood at '834.59 crores.
Net profit for the period stood at '636.65 crores.
The details on the individual businesses of the Company are provided in
the Management Discussion & Analysis section provided in this Annual Report.
Management Discussion & Analysis
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the
"SEBI Listing Regulations"), the Management Discussion and Analysis is set out
in this Annual
Report and provides a detailed analysis on the performance of
individual businesses and their outlook.
Dividend
Based on the Company's performance, your Directors are pleased to
recommend, for approval of the members, Dividend @70% per share of face value of C10/-
each (i.e. C7.00 per share) for the financial year ended March 31, 2023, payable on all
outstanding shares except on the equity shares held by Escorts Benefit & Welfare
Trust'.
The dividend payout is subject to the approval of members at the
ensuing Annual General Meeting (AGM).
The dividend payout for the period under review has been formulated in
accordance with shareholders' aspirations and the Company's Dividend Distribution Policy
to pay sustainable dividend linked to long-term growth objectives of the Company to be met
by internal cash accruals.
The record date for the purpose of dividend will be June 30, 2023.
The dividend distribution policy is available on our website at https://www.escortsgroup.com/investors/governance.
Transfer to Reserves
During the FY ended March 31, 2023, no amount (previous year: C0.07
crores on account of vested employees stock options lapsed) transferred to general
reserves.
Employee Stock Option Scheme (ESOS)
The Escorts Employees Stock Option Scheme ("Scheme") is in
line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB Regulations") and there were no material changes to the scheme during the
financial year 2022-23.
The Scheme is being implemented in accordance with the SBEB Regulations
and the resolution(s) passed by the members. The
Secretarial Auditors Certificate would be available during the Annual
General Meeting for inspection by the members. The details as required to be disclosed
under the Act and/ or SBEB Regulations would be available on the Company's website at www.escortsgroup.com.
Change in Share Capital
During the FY 2022-23, there is no change in the share capital of the
Company. However, the members of the Company had approved, the scheme of reduction
of share capital' (Second Capital Reduction'), vide postal ballot notice dated July
6, 2022 for reduction of 2,14,42,343 Equity Shares of nominal value C10/- each of the
Company held by the Escorts Benefits and Welfare Trust (EBWT) without payment of any
consideration, and the same has been filed before Hon'ble National Company Law Tribunal
(NCLT), Chandigarh Bench, however, the order of the NCLT awaited.
Merger & Amalgamation
Based on recommendations of the Audit Committee and the Committee of
Independent Directors, the Board of Directors, in their meeting held on September 15,
2022, has approved the scheme of amalgamation (the "Scheme") under Sections 230
to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed
thereunder. The Scheme, inter- alia, provides for amalgamation of Escorts Kubota India
Private Limited, joint venture company of the Company, and Kubota Agricultural Machinery
India Private Limited, joint venture company of the Company, with the Company. The same
has been filed with BSE Limited and National Stock Exchange of India Limited on September
26, 2022 and September 27, 2022, respectively to get no objection letters as required
under Regulation 37 of the SEBI Listing Regulations.
Utilisation of Funds
The reporting of the utilisation of funds, as on March 31,2023, raised
through the preferential allotments are as follows:
Original Object |
Modified Object, if any |
Original Allocation |
Modified allocation, if any |
Funds Utilised |
Amount of Deviation/ Variation for the quarter according
to applicable object |
Remarks if any |
For the Agri Machinery Business of the Company i.e. the
business of manufacturing, assembly, sales, marketing, financing, servicing, research and
development of: (a) tractors; (b) construction equipment (i.e., backhoe loaders and other
items to be mutually agreed between Promoters and Kubota Corporation); (c) implements; (d)
transmission for tractors, construction equipment (i.e., backhoe loaders and other items
to be mutually agreed between the Promoters and Kubota Corporation) and implements; and
(e) spare parts of the items referred in (a), (b), (c) and (d), and for the manufacture of
engines by the Company |
Not Applicable |
H1,041.90 Cr. |
Nil |
H497.38 cr. (Including H179.04 Cr. utilised during the year) |
Nil |
|
For expansion of its agrimachinery business of manufacturing,
assembly, sales, marketing, financing, servicing, research and development of: (a)
tractors; (b) combine harvester & rice transplanter; (c) utility vehicles; (d) turf
equipment; (e) construction machinery; (f) engines; (g) implements; (h) transmission for
tractors, construction equipment and implements; (i) other farm mechanisation equipment;
(j) spare parts of the items referred in (a) to (i) above |
Not Applicable |
H1,855.31 Cr.* |
Nil |
Nil |
Nil |
|
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013
(hereinafter referred as "the Act") and Articles of Association of the Company,
Ms. Nitasha Nanda (DIN: 00032660) and Mr. Yuji Tomiyama (DIN: 08779472), Directors of the
Company, retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offer themselves for re-appointment.
The shareholders at the AGM held on July 14, 2022 had appointed Mr.
Vimal Bhandari, Ms. Reema Rameshchandra Nanavaty and Mr. Manish Sharma as Independent
Directors and Mr. Yasukazu Kamada as non-executive nominee director and approved the
appointment of Mr. Ravindra Chandra Bhargava and Mr. Kenichiro Toyofuku as Independent
Directors and Mr. Shiro Watanabe as non-executive nominee director. Further, the
shareholders of the Company also approved the appointment of Mr. Seiji Fukuoka as
Whole-time Director designated as Deputy Managing Director.
Further, the Board of Director, on recommendation of Nomination
Remuneration and Compensation Committee (NRC) has appointed Mr. Bharat Madan as an
additional director and Whole-time Director of the Company, designated as Whole-time
Director and Chief Financial Officer, effective from February 8, 2023. Subsequently, the
shareholders of the Company has approved the such appointment through postal ballot notice
dated March 15, 2023.
During the year under review the tenure of second term as Independent
Director of Mr. P.H. Ravikumar and Mrs. Vibha Paul Rishi had been completed on July 14,
2022. Further, the tenure of Dr. Sutanu Behuria, Independent Director is expiring in the
ensuing AGM. Dr. Behuria was appointed as an Independent Director in 2015 and completing
the second term which will be ending in the ensuing AGM.
Further, Mr. Shailendra Agarwal has resigned from the position of
directorship effective from February 3, 2023, due to his health condition.
The Company has received declarations from all Independent Directors of
the Company that they meet the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Act and under Regulations 16 and 25 of SEBI Listing Regulations
and there has been no change in the circumstances affecting their status as Independent
Directors of the Company. The Company has also received a declaration from all the
Independent Directors that they have registered their names in the Independent Director
data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate
Affairs.
The policy on Appointment and Removal of Director's and Members of
Senior Management was reviewed and amended by the Board at its meeting held on May 10,
2023. The said policy is annexed as Annexure - A and forms an integral part of this
Report.
Annual performance evaluation of the Board, its committees and
individual directors (including Independent Directors) pursuant to the provisions of the
Act and the Corporate Governance requirements under SEBI Listing Regulations have been
carried out. In accordance with the Policy, and the process, given in Report on Corporate
Governance, was followed by the Board for evaluation of its own performance and its
committees and individual directors including Independent Directors.
The remuneration policy for directors, key managerial personnel, senior
management and other employees was reviewed and amended by the Board at its meeting held
on May 10, 2023. The said policy is annexed as Annexure - B and forms an integral
part of this Report.
The Company has devised a process whereby various presentations/
programs are being conducted to familiarise the directors with various developments at
Industry level, new business initiatives and organisation strategies etc. The details of
programme for familiarisation of Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company and related matters are put up on the website of the Company
- www.escortsgroup.com.
The Company recognises and embraces the importance of a diverse board
in its success. Your Company believes that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help it retain its
competitive advantage.
The brief resumes and other details relating to the directors who are
proposed to be appointed/ re-appointed, as required to be disclosed as per the provisions
of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure to the
Notice of the 77th AGM.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under Section
134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are provided as Annexure
- C and forms an integral part of this Report.
Corporate Governance
Corporate Governance is about maximising shareholders value, ethically
and sustainably. At Escorts Kubota the goal of corporate governance is to ensure fairness
for every stakeholder. Your Company believes that strong corporate governance is critical
to enhancing and retaining investor trust. Your Company also endeavours to enhance long
term shareholder value and respect minority rights in all its business decisions.
Your Company reaffirms its commitment to the good corporate governance
practices and has adopted the Code of Business Conduct which has set out the systems,
processes and policies conforming to international standards. Pursuant to Regulation 34(3)
of the SEBI Listing Regulations, Corporate Governance Report and a Certificate regarding
compliance of conditions of Corporate Governance from Company Secretary in Practice are
enclosed as Annexure - D and forms an integral part of this Report.
Corporate Social Responsibility (CSR)
The key philosophy of all CSR initiatives of the Company is to make CSR
a key business process for sustainable development of the society. The initiatives aim at
enhancing welfare measures of the society based on the immediate and long term social and
environmental consequence of its activities. The Company intends to undertake other
need-based initiatives in compliance with Schedule VII of the Act.
The CSR Policy and Impact Assessment Report may be accessed on the
Company's website www.escortsgroup. com under Investors Information Section.
During the year, the Company has spent H17.30 crores. {Including amount transferred to
unspent CSR account (refer note 29 of the standalone financial statements)}.
The Annual Report on CSR activities is enclosed as Annexure - E and
forms an integral part of this Report.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance
with the Act and Indian Accounting Standard (IND AS) - 110 applicable to the Consolidated
Financial Statements read with IND AS-28 on Accounting for Investments in Associates and
IND AS-31 on Financial Reporting of Interests in Joint Ventures issued by The Institute of
Chartered Accountants of India. The Audited Consolidated Financial Statements along with
the Auditors' Report thereon are annexed with this Report.
Subsidiaries, Joint Ventures and Associate Companies
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of the Subsidiary,
Associates and Joint Venture Companies in Form AOC-1 is provided in this Report. The
statement also provides details of performance and financial position of each of the
Subsidiary, Associates and Joint Venture Companies. Audited Financial Statements together
with related information and other reports of each of the subsidiary companies have also
been placed on the website of the Company at https://www.escortsaroup.com/investors/annual-reports.
html. The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiaries, associate and joint venture
companies.
In terms of the Company's Policy on determining "material
subsidiary", during the financial year ended March 31, 2023, there is no material
subsidiary of the Company whose income exceeds 10% of the consolidated income of the
Company in the immediately preceding financial year.
During the FY ended on March 31, 2023, the Company has sold its entire
49% stake i.e. 7,27,65,000 equity shares of H10/- each of Tadano Escorts India Private
Limited (TEIPL), a joint venture between the Company and Tadano Limited, Japan (Tadano),
to Tadano, at H0.01 Cr. on November 9, 2022.
Further, the Company has also acquired the entire equity share capital
of Escorts Corp Solutions Limited (ECSL), apart from the existing equity shares already
held by the Company. Consequently, ECSL has become the wholly owned subsidiary of the
Company w.e.f. January 18, 2023.
The complete list of subsidiaries, joint ventures and associate
companies as on March 31,2023, in terms of the Act and IND- AS is provided herein below:
S. No. Name of the subsidiary / associate companies /
joint ventures |
Relationship |
% of shares |
1. Escorts Crop Solutions Limited |
Subsidiary |
100% |
2. EKL CSR Foundation (Formerly Escorts Skill Development) |
Subsidiary |
100% |
3. Escorts Finance Limited |
Subsidiary |
67.87% |
4. Farmtrac Tractors Europe Spolka Z.o.o. |
Subsidiary |
100% |
5. Escorts Benefit and Welfare Trust |
Subsidiary |
100% |
6. Escorts Benefit Trust |
Subsidiary |
100% |
7. Adico Escorts Agri Equipments Private Limited |
Joint Venture |
40% |
8. Escorts Kubota India Private Limited |
Joint Venture |
40% |
9. Kubota Agricultural Machinery India Private Limited |
Joint Venture |
40% |
10. Escorts Consumer Credit Limited |
Associate |
29.41% |
The details of the above investments/ disinvestment are provided in the
note 7 of the notes to accounts of Standalone Financial Statements of the Company.
Contracts and Arrangements with Related Parties
All contracts/ arrangements/ transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arm's length basis. During the year, the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered material in
accordance with the policy of the Company on the materiality of related party
transactions.
The particulars of contracts or arrangements, with related parties
referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as Annexure
- F to this report.
The Policy on materiality of related party transactions and dealing
with related party transactions may be accessed on the Company's website at https://www.escortsgroup.com/
investors/governance.html.
Your Directors draw attention of the members to note 45 in the notes to
accounts in the Standalone Financial Statements and to note 44 in the notes to accounts in
the Consolidated Financial Statements which sets out related party disclosures.
Auditors and Auditors' Report Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with rules
thereunder, the shareholders of the Company at the 76th AGM held on July 14, 2022 had
re-appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, New Delhi (Firm
Registration No. 001076N/ N500013) as Statutory Auditors of the Company for a period of 5
years i.e. upto the conclusion of AGM to be held in the year 2027.
The comments given by M/s. Walker Chandiok & Co LLP, Chartered
Accountants, Statutory Auditors, in their report read together with notes to accounts for
the FY ended March 31, 2023 are self-explanatory and hence, do not call for any further
explanations or comments under Section 134 of the Act.
Pursuant to provisions of the Section 143(12) of the Companies Act,
2013 neither the Statutory Auditors nor Secretarial Auditors nor Cost Auditors have
reported any incident of fraud to the Audit Committee or the Board during the year under
review.
Cost Auditors
Pursuant to the Section 148 of the Act read with rules thereunder, your
Company is required to maintain the cost records and the said cost records are required to
be audited.
The Company is maintaining all the aforesaid cost records.
The Board of Directors, on the recommendation of Audit Committee, has
re-appointed M/s. Ramanath Iyer and Co., Cost Accountants (Firm Registration No. 000019),
as Cost Auditors of the Company for conducting the audit of cost records for the FY
2023-24.
The due date of filing the Cost Audit Report for the year ended on
March 31, 2022 was September 30, 2022 and the same had been filed on August 23, 2022.
Secretarial Auditors
The Board had appointed M/s. Jayant Gupta and Associates, Practicing
Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company
for the FY 2022-23.
The Secretarial Audit Report of the Company as prescribed under Section
204 of the Act is annexed herewith as Annexure - G and forms an integral part of
this Report.
The Secretarial Audit Report does not contain any qualification,
reservation and adverse remarks and the comments given by the Secretarial Auditors in
their report are self-explanatory and hence, do not call for any further explanations or
comments under Section 204(3) of the Act.
The Board has also re-appointed M/s. Jayant Gupta and Associates,
Practicing Company Secretaries to conduct secretarial audit of the Company for the FY
2023-24.
Risk Management
The Risk Management Committee of the Board has been entrusted with the
responsibility to assist the Board in (a) Overseeing and approving the Company's
enterprise wide risk management framework; and (b) Overseeing that all the risks that the
organisation faces such as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks have been identified and
assessed and there is an adequate risk management infrastructure in place capable of
addressing those risks.
The Company has laid down a Risk Management Policy and the same is
available on the website of the Company at https://
www¦escortsaroup¦com/investors/aovernance¦html.
The details of constitution of Risk Management Committee of the Company
is provided in Report on Corporate Governance at Annexure - D of the Directors'
Report.
Internal Financial Control and its Adequacy
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of fraud, error reporting
mechanisms, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
The Company has in place adequate internal financial controls for
ensuring the orderly and efficient conduct of its business.
During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
Disclosures
Meetings of the Board
Six meetings of the Board of Directors were held during the year. For
further details, please refer Report on Corporate Governance annexed as Annexure - D to
this Report.
Audit Committee
For constitution and other details of the Audit Committee, please refer
Report on Corporate Governance annexed as Annexure - D to this Report.
All the recommendations made by the Audit Committee were accepted by
the Board.
CSR Committee
For constitution and other details of the CSR Committee, please refer
Report on Corporate Governance annexed as Annexure - D to this Report.
Annual Return
The Annual Return for Financial Year 2022-23 is available on the
Company's website at https://www.escortsgroup.com/ other-documents.
Vigil Mechanism
The Company has adopted a Whistle Blower Policy establishing vigil
mechanism for Directors and Employees to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism
provides for adequate safeguards against victimisation of effected Director(s) and
Employee(s). In exceptional cases, Directors and Employees have direct access to the
Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been
denied access to the Audit Committee.
The Whistle Blower Policy is available on Company's website at https://www.escortsgroup.com/investors/governance.html.
Registrar and Share Transfer Agent
The Share Transfer and related activities are being carried out by M/s.
KFin Technologies Limited (earlier KFin Technologies Private Limited), Registrar and Share
Transfer Agent from the following address:
M/s. KFin Technologies Limited Selenium Building, Tower B, Plot No.
31-32,
Financial District, Nanakramguda, Serilingampally, Hyderabad,
Rangareddy, Telangana - 500032
Particulars of Loans given, Investments made, Guarantees given and
Securities provided
A statement regarding Loans/ Guarantees given and Investments covered
under the provisions of the Section 186 of the Act is made in the notes to the financial
statement.
Particulars of Employees and related disclosures
In terms of provisions of Section 197(12) of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees drawing remuneration in excess of
the prescribed limits are available with the Company Secretary.
In terms of the first proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.
Any member interested in obtaining such particulars may write to the Company Secretary of
the Company and the same will be furnished on request.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - H and
forms an integral part of this Report.
Public Deposits
The Company has not accepted/ renewed any Fixed Deposit during the
financial year under review and as such no amount of principal or interest was outstanding
as of the Balance Sheet date.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Act, read with IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules'), all
unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF
established by the Central Government, after the completion of seven years. Accordingly,
the Company has transferred H16.06 lakhs, pertaining to unclaimed dividend, during the
period under review, to IEPF.
Further, according to the rules, the shares in respect of which
dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account created by the IEPF Authority.
Accordingly, the Company has transferred 38,732 shares, during the period under review, to
IEPF. The detailed information is available at our website www.escortsgroup.com.
As on March 31, 2023, no unclaimed deposits are pending which required
to be transferred to IEPF.
Credit Rating
The present credit rating of the Company is as under:
CRISIL Limited and ICRA Limited granted long term rating as "AA+
with stable outlook" and Short-Term rating as "A1+"
Material Changes and Commitment affecting the financial position
There are no material changes affecting the financial position of the
Company subsequent to the closure of the FY 2023 till the date of this report.
Prevention of Sexual Harassment
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. The Company is committed to
provide equal opportunities without regard to their race, caste, sex, religion, colour,
nationality, disability, etc. All women associates (permanent, temporary, contractual and
trainees) as well as any women visiting the Company's office premises or women service
providers are covered under this Policy. Though the Company's policy is gender neutral.
All employees are treated with dignity with a view to maintain a work environment free of
sexual harassment whether physical, verbal or psychological.
The Company has also complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your directors further state that during the year under review, there
were two cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the same have now been resolved.
Human Resources Management
Our professionals are our most important assets. We are committed to
hiring and retaining the best talent being among the industry's leading employers. For
this, we focus on promoting a collaborative, transparent and participative organisation
culture, and rewarding merit and sustain high performance. Our human resources management
focuses on
allowing our employees to develop their skills, grow in their career
and navigate their next.
Secretarial Standards
The Company is in compliance with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Integrated Report
The Company has provided Integrated Report, which includes
non-financial and financial information to have a better understanding of the Company's
long-term strategy. This report covers six forms of capital viz. financial capital,
manufactured capital, intellectual capital, human capital, social and relationship capital
and natural capital as per International <IR> framework.
Business Responsibility and Sustainability Report (BRSR)
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a
Committee on Business Responsibility Reporting (BRR) ("the Committee") to
finalize business responsibility reporting formats for listed and unlisted companies,
based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC).
Through its report, the Committee recommended that BRR be rechristened BRSR, where
disclosures are based on ESG Corporate Overview Management Discussion and Analysis
Financial Statements parameters, compelling organizations to holistically engage with
stakeholders and go beyond regulatory compliances in terms of business measures and their
reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top
1,000 listed companies (by market capitalization) from FY 2023. Further, pursuant to
Regulation 34 of the SEBI Listing Regulations, the BRSR disclosures are enclosed as Annexure
I and forms an integral part of this Report.
Application made or any proceeding pending under the Insolvency and
Bankruptcy Code
As on the date of the report no application is pending under the
Insolvency and Bankruptcy Code, 2016 against the Company and the Company did not file any
application under (IBC) during the Financial Year 2022-23. Further, the Company has not
made any one-time settlement.
Compliance by Large Corporate
Your Company does not fall under the category of large corporate, as
defined under SEBI vide its circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2018,
as such no disclosure is required in this regard.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Act, with
respect to Directors' Responsibility Statement, your Directors, to the best of their
knowledge and ability, hereby confirm that:
(i) i n the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed along with proper explanation relating to
material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the Directors have prepared the annual accounts for financial year
ended March 31, 2023 on a going concern' basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) t he Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this Report.
3. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future. However, members attention is drawn to note 32 in the notes to accounts in the
Standalone Financial Statements and to note 33 in the notes to accounts in the
Consolidated Financial Statements which sets out information on Commitments and
Contingencies.
5. Details of difference between amount of valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
Acknowledgement
Your Directors would like to express their sincere appreciation of the
positive co-operation received from the Central Government, the Government of Haryana and
Karnataka, Financial Institutions and the Company's Bankers, Customers, Dealers and all
other business associates.
The Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers, workers, employee
unions and staff of the Company resulting in the successful performance of the Company
during the year.
The Board also takes this opportunity to express its deep gratitude for
the continued co-operation and support received from its valued shareholders.
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For and on behalf of the Board of Directors |
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Sd/- |
Sd/- |
Place: Faridabad |
NIKHIL NANDA |
SEIJI FUKUOKA |
Date: May 10, 2023 |
Chairman & Managing Director |
Deputy Managing Director |
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