Dear Members,
The Directors have pleasure to present their 36th Annual Report on the
business and operations of the Company and the Audited Financial Statements for the year
ended March 31, 2023.
Financial Results
The Company's standalone and consolidated financial performance
for the year ended March 31, 2023 is summarized below:
(Rs In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
60441.74 |
52295.03 |
70462.10 |
61537.05 |
Profit before Depreciation, Interest and Tax (PBDITA) |
7526.77 |
7188.15 |
8866.99 |
8155.43 |
Interest for the year |
1499.73 |
1800.14 |
1776.32 |
2024.42 |
Depreciation for the year |
1163.19 |
1180.92 |
1380.45 |
1367.19 |
Profit/(Loss) before tax and Exceptional items |
4863.85 |
4207.09 |
5710.22 |
4763.82 |
Exceptional items |
- |
- |
- |
- |
Profit/(Loss) for the year |
4863.85 |
4207.09 |
5710.22 |
4763.82 |
Add: Share of Net Profit/(Loss) of equity accounted investee |
|
|
9.02 |
(1.33) |
Tax liability : |
|
|
|
|
Current Tax |
1285.13 |
1041.65 |
1584.55 |
1227.03 |
Deferred Tax |
(36.51) |
78.49 |
(61.48) |
62.64 |
Prior period Tax |
|
- |
|
- |
Net Profit/(Loss) for the year |
3615.23 |
3086.95 |
4196.17 |
3472.82 |
Dividend:
Your Directors have pleasure to recommend a dividend @ 15% i.e. H0.75/-
on equity share of H5/- each for the financial year ended March 31, 2023. The dividend, if
approved by the members in the ensuing 36th Annual General Meeting, would absorb H264.64
Lakhs out of the distributable profits available.
Dividend Distribution Policy of the Company as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations') is available at the following link:
https://www.20microns.com/userfiles/corporate_governance_ policies/1663139398.pdf
Transfer to Reserves
The Directors do not propose to transfer any amount to reserves.
State of Company's Affairs
During the year under consideration, following financial developments
have taken place -
Revenue for the FY23 was H60441.74 Lakhs as against H52295.03 Lakhs in
FY22. The revenues has shown stagnation. As the company was focusing on the organic
growth, value added products & robust price-mix effect in business.
For FY23 PBDITA was at H7526.77 Lakhs compared to H7188.15 Lakhs in
FY22
The PAT for FY23 stood at H3615.23 Lakhs compare to H3086.95 Lakhs in
FY22.
Company's debt-equity ratio came to 0.30 in FY 2023 from 0.45 in
FY 2022.
Net Worth of the Company is increased to H26959.50 Lakhs as on March
31, 2023 as compared to H23352.50 Lakhs as on March 31, 2022.
Investors Education and Protection Fund
During the year, Company was not liable to transfer any amount to the
Investor Education and Protection Fund as required under Section 124 and 125 of the
Companies Act, 2013. Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying with Companies)
Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying
with the Company as on 31.03.2023 on the website of the Company, at web link -
https://www.20microns.com/unpaid-dividend-deposit
Material Changes and commitments affecting financial position between
the end of the financial year and the date of report
No material changes affecting financial position of the Company
occurred between the end of the financial year and the date of report.
Corporate Governance Report and Management Discussion & Analysis
As required by Schedule V(C) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is
given as a part of the Annual Report. The Company is in full compliance with the
requirements and disclosures that have to be made in this regard. The Practicing Company
Secretary Certificate of the compliance with Corporate Governance requirements by the
Company is attached to the Report on Corporate Governance.
A detailed report on Management Discussion and Analysis forms an
integral part of this report and also covers the consolidated operations and nature of our
business.
Fixed Deposits
The Company accepts deposits only from the shareholders of the Company
pursuant to the provisions of Companies Act, 2013 and Rules made thereunder. The said
Scheme was approved by you at your Extra-ordinary General Meeting held on 22nd May, 2014
and subsequently approved the amendment made in the scheme from time to time.
As on 31.03.2023, outstanding Unsecured Fixed Deposits from
Shareholders was H2959.28 Lakhs. Deposits amounting to H1747.57 Lakhs are due for
repayment on or before 31.03.2024.
The Company has not made any default in repayment of deposits or
interest due thereon.
Details |
|
Amount of deposits renewed during the year |
`1747.57 Lakhs |
Remained unpaid / unclaimed as at the end of the year |
`13.55 Lakhs |
Whether there is any default in repayment, if yes then provide details
as below:
Particulars |
Amount |
At the beginning of the year |
0.00 |
Maximum during the year |
0.00 |
At the end of the year |
0.00 |
There is no default in repayment of deposits or interest due thereon
during the year under review.
Subsidiaries, Joint Ventures & Associates
Pursuant to Section 129(3) of the Companies Act, 2013
("Act"), the consolidated financial statements of the Company and its
Subsidiaries, Associate Company prepared in accordance with the relevant Accounting
Standard specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the
said section, a statement containing the salient features of the financial statements of
the Company's Subsidiaries, in Form AOC-1 is given in Annexure-A.
Further, pursuant to the provisions of Section 136 of the Act, the
Standalone financial statements of the Company, Consolidated financial statements of the
Company and the relevant Consolidated financial statements and separate audited financial
statements along with other relevant documents, in respect of Subsidiaries, are available
on the website of the Company www.20microns.com with web link https://www.20microns.com/
annual-reports-of-all-subsidiaries/. These documents will also be available for inspection
through electronic mode.
Performance Highlights of Subsidiaries and Associates
As on 31.03.2023, the Company had 7 [Seven] Subsidiaries including one
step down subsidiary and One Associate Company viz. 20 Microns Nano Minerals Limited [20 M
NANO]; 20 Microns SDN. BHD [20MSB], 20 Microns FZE [20MFZE], 20 Microns Vietnam Company
Ltd [20M Vietnam], 20 MCC Private Limited [20MCC], Silicate Minerals (I) Private Limited
[SMIPL] and one Associates Company viz., Dorfner-20 Microns Private Limited [D20MPL].
During the year under review, 20M Nano reported consolidated revenue
from operations of H8805.32 Lakhs and earned consolidated Net Profit of H511.22 Lakhs.
20MSB reported total Revenue of H563.12 Lakhs and Net Profit of H51.21 Lakhs while 20MFZE
reported total Revenue of H380.02 Lakhs and the Net Profit of H38.49 Lakhs. 20M Vietnam
reported the Gross Revenue of H1031.68 Lakhs and Net Profit of H237.99 Lakhs, 20MCC
reported total Revenue of H437.03 Lakhs and Net Loss of H(47.11) Lakhs, SMIPL reported
total revenue of H 0.15 Lakhs and Net Loss of H(0.84) Lakhs and D20MPL reported total
revenue of H200.30 Lakhs and reported Net Profit of H20.04 Lakhs.
Companies which have become or ceased to be Subsidiaries, Associates
and Joint Ventures
During the FY 2022-23, no company ceased as subsidiary or associate or
joint venture of the company. For further analysis on the consolidated performance,
attention is invited to the notes to the consolidated financial statements.
After closure of year, National Company Law Tribunal (NCLT Ahmedabad)
has approved merger of step down subsidiary namely Silicate Minerals (I) Private Limited
with 20 Microns Nano Minerals Limited, however necessary order is awaited from
Hon'ble NCLT.
Particulars of Employees
The information as required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given in Annexure B which forms part of this report. Pursuant to Section 197(14) of
the Act, the details of remuneration received by the Managing Directors from the
Subsidiary company during FY 2022-23 are also given in Annexure B attached to this report.
None of the employees listed in the said Annexure B are related to any Directors of
the Company.
The statement containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request by
shareholders.
In terms of Section 136 of the Companies Act, 2013, the Report and
accounts are being sent to the members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection by members at
the registered office of the Company during business hours on working days of the Company
up-to the ensuing 36th Annual General Meeting.
Related Party Transactions
There were no material related party transactions made by the Company
during the year that require shareholders' approval under Regulation 23(4) of the
Listing Regulations or Section 188 of Section 188 of the Companies Act, 2013. All related
party transactions are reported to the Audit Committee. Prior approval of the Audit
Committee is obtained on a yearly basis for the transactions which are planned and/or
repetitive in nature.
Policy for determining material related party is available at link
https://www.20microns.com/userfiles/corporate_governance_ policies/1663139433.pdf
Particulars of transactions with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed in Annexure
C hereto.
Annual Return
The Annual Return for the Financial Year 2022-23 in prescribed Form No.
MGT-7, as required under Section 92(1) of the Companies Act, 2013 read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 is placed on the Company's
Website at web link: https://www.20microns.com/ userfiles/Annual/document/1684739864.pdf
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
Information as per the Companies (Accounts) Rules, 2014 relating
to conservation of energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure - D forming part of this report.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013, the Company
had undertaken CSR activities, projects and programs as provided in the CSR policy of the
Company and as identified under Schedule VII to the Act.
The Board has framed a CSR Policy for the Company, on the
recommendations of the CSR Committee. The Report on CSR activities as required under
Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the
Company's CSR Policy, total amount to be spent under CSR for the financial year and
details of amount spent on CSR during the year is set out at Annexure E
forming part of this Report.
During the year, we had 188 Juvenile patients registered with us.
Compared to previous year, 25% patients (Total 48 including 20 girls) are increased. All
of them are under the watch and availing facility given by us. They are taken to most
reputed senior doctors (doing practice at Vadodara) for consultancy and now they are
settled with comfortable life. To manage the work at Diabetes Center and to reduce the
fear of the parents and patients, (having age group of more than 18 years) are called by
us and allowing them to work for the center.
Every month, we are receiving new Juvenile patients from the Government
and Private Hospitals located inside, outside & surrounding areas of Vadodara. We are
providing them Insulin, Glucometer, Strips, and other stuffs related to Diabetes free of
cost. We have arranged experienced doctors from Vadodara to visit our center and check the
health of Type 1 patients. Doctors are giving education to parents and making them
understood the fact of the diabetes.
21st April 2022, Diabetes Camp was organized at Vyara Village near
Waghodia.
2nd May 2022, Diabetes Camp was organised at Kevdi Village near
Chhotaudaipur.
8th May 2022, Diabetes Camp was organized at Village Salad Near Dabhoi.
4th June 2022, Diabetes Camp was organized at Chuli Village near
Chhotaudaipur.
11th June 2022, an Educational camp was organized at Avichal Garden,
Diwalipura, Vadodara.
26th June 2022, Diabetes Camp was organized at Jaspur Village near
Padra.
11th September 2022, organized a camp for Juvenile patients Kidney
function checkup by Dr. Shivangi Dhriya at Vadodara.
On 15th October 2022, we have organized an Eye checkup camp for all
Type 1 patients registered with us at no cost. Approximately more than 65 patients visited
for check up with Dr. Sujit Desai, Shubhanpura, Vadodara.
On 13th November 2022, on the day of WORLD DIABETES DAY, we have
arranged awareness program at M.S.University Law Faculty Hall. More than 100 patients with
their parents attended where expert Dr. Rupal Panchali given a speech to all in connection
with the latest researches done by WORLD DIABETES ASSOCIATION, UK.
12th March 2023, organized a camp at Village PANDHRA near Bodeli,
Chhotaudaipur. We have conducted checkup of 94 kids of the school (For Type 1 Diabetes) as
well village people 257 (For Type 2 Diabetes + Blood Pressure). Out of total 94 kids, we
have not found any kids having Type 1 diabetes. From 257 people, we have found 28 people
with diabetes.
On 26th March 2023 a Gujarat level meet was arranged by Dr. Mayur Patel
Ahmedabad at AMA Hall, Atira, where in Juvenile patients came from Vadodara, Rajkot,
Surat, Ahmedabad. 40 Juvenile patients at the above meet from 20 Microns Foundation,
performed a Drama, Garba, Story-telling and Mono Acting related to Diabetes.
Risk Management Implementation
The Company operates in a competitive environment and is generally
exposed to various risks at different times such as technological risks, business risks,
operational risks, financial risks etc. The Board of Directors and Audit Committee of
Directors of the Company periodically review the Risk of the Company so that the
Management controls the risk through properly defined network. The Company has a system
based approach to the business risk management backed by strong internal control systems.
A range of responsibilities from strategy to the operations is
specified. A strong independent internal audit function at the corporate level carries out
risk focused audits across all the businesses enabling identification of areas where risk
managements processes may need to be improved. The Board reviews internal audit findings
and provides strategic guidance on internal control, monitors internal control environment
within the Company and ensures that Internal Audit recommendations are effectively
implemented. The combination of policies and procedures adequately addresses the various
risks associated with your company's businesses.
Internal Finance Control System Adequacy
The Company has established proper and adequate system of internal
control to ensure that all resources are put to optimum use and are well protected against
loss and all transactions are authorized, recorded and reported correctly and there is
proper adherence to policies and guidelines, safeguarding its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures, processes in terms of efficiencies
and effectiveness. The Company's internal control systems are supplemented by an
extensive program of internal audit by an independent firm.
All the transactions are conducted using the IT interface and the
business processes are further audited by internal auditors.
The Company's internal control systems are also periodically
tested and certified by the internal auditors. The Audit Committee constituted by the
Board constantly reviews the internal control systems.
Vigil Mechanism / Whistle Blower Policy
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy has been approved and adopted by Board of Directors of the Company in
compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and
Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Whistle Blower Policy of the Company provides a mechanism for
employees/Board Members and others to raise good faith and concerns about violation of any
applicable law/Code of Conduct of the Company, gross wastage or misappropriation of funds,
substantial or specific danger to public health and safety, abuse of authority or
unethical behavior and to protect the individuals who take such actions from retaliation
or any threat of retaliation and also provides for direct access to the Chairman of the
Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed
by the Audit Committee from time to time. During the financial year under review, the
Company has not received any complaints against any employees/Board Members.
The policy of vigil mechanism may be accessed on the Company's web
link - https://www.20microns.com/userfiles/ corporate_governance_policies/1663139242.pdf
Prevention of Sexual Harassment at Workplace
The Company has adopted a policy with the name "Policy on
Prevention of Sexual Harassment at Workplace". The policy is applicable for all
employees of the organization, which includes corporate office, branches, depots and
manufacturing locations etc.
A Complaint Committee has also been set up to redress complaints
received on sexual harassment including such unwelcome sexually determined behavior,
whether directly or by implication, such as physical contact and advances, a demand or
request for sexual favours, sexually colored remarks, showing pornography, and any other
unwelcome physical, verbal or non-verbal conduct of sexual nature.
During the financial year under review, the Company has not received
any complaint of sexual harassment.
The policy of Prevention of Sexual Harassment at Workplace may be
accessed on the Company's web link - https://www.20microns.
com/userfiles/corporate_governance_policies/1663139470.pdf
Industrial Relations
Industrial relations, during the year, remained co-ordial, healthy and
harmonious at all the locations of the Company across the country.
General Shareholders Information
General Shareholders Information is given in the Report on Corporate
Governance forming part of this Annual Report.
Secretarial Standards
Your company has complied with the provisions of all Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
Particulars of Loans, Guarantees and Investments
Loans, Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided in this
Annual Report.
Selection and Procedure for Nomination and Appointment of Directors
The Company has a Nomination and Remuneration Committee
("NRC") which is responsible for developing competency requirements for the
Board, based on the industry and strategy of the Company. The Board composition analysis
reflects an in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.
The NRC makes recommendations to the Board in regard to appointment of
new Directors and Key Managerial Personnel ("KMP") and senior management
employees. The role of the NRC encompasses conducting a gap analysis to refresh the Board
on a periodic basis, including each time a Director's appointment or re-appointment
is required.
Criteria for determining qualifications, positive attributes and
independence of a Director
In terms of the provisions of Section 178(3) of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender. It also ensures that the
Board has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as
prescribed in the Act the Directors are expected to demonstrate higher standards of
ethical behavior, communication skills and independent judgment. The Directors are also
expected to abide by the respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he /
she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules
framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 or any other provisions applicable as the case may be.
Evaluation of Board of Directors
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Companies Act, 2013 and the Listing Regulations, 2015.
The Board evaluated its performance after seeking inputs from all the
Directors on the basis of criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
Committees were evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India.
Remuneration Policy
Pursuant to the provisions of Section 178(3) of the Act and Regulation
19 of the Listing Regulations, 2015, the NRC has formulated a policy relating to the
remuneration for the Directors, Key Managerial Personnel (KMP), Senior Management and
other employees. The philosophy for remuneration is based on the commitment of fostering a
culture of leadership with trust. While formulating this policy, the NRC has considered
the factors laid down in Section 178(4) of the Act which are as under:
That the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
company successfully;
Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
Remuneration to Directors, KMP and Senior Management Employees involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.
Remuneration Policy of the Company is available at link:
https://www.20microns.com/userfiles/corporate_governance_ policies/1663139152.pdf
Remuneration for Independent Directors and
Non-Executive-Non-Independent Directors
The Non-Executive Directors, including Independent Directors, are paid
sitting fees for attending the meetings of the Board and committees of the Board. As per
the Policy, the overall remuneration (including sitting fees and commission) should be
reasonable and sufficient to attract, retain and motivate Directors aligned to the
requirements of the Company including considering the challenges faced by the Company and
its future growth imperatives. The remuneration should also be reflective of the size of
the Company, complexity of the business and the Company's capacity to pay the
remuneration.
Within the ceiling of 1% of net profits of the Company, computed under
the applicable provisions of the Companies Act, 2013, the Non-Executive Directors
including Independent Directors were also paid a commission, the amount whereof was
recommended by the NRC and approved by the Board.
The basis of determining the specific amount of commission payable to
the Non-Executive Directors is related to their attendance at meetings, role and
responsibility as Chairman or member of the Board / Committees and overall contribution as
well as time spent on operational matters other than at the meetings.
Board of Directors and meetings
The members of the Company's Board of Directors are eminent
persons of proven competence and integrity. Besides experience, strong financial acumen,
strategic astuteness and leadership qualities, they have a significant degree of
commitment towards the Company and devote adequate time to the meetings and preparation.
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other regular Board businesses. Intimation
of Board Meeting date usually be given in advance to help them plan their schedule and
ensure meaningful participation in the meetings. In case of special and urgent business,
if the need arises, the Board's/Committee's approval is taken by passing
resolutions through circulation or by calling Board/Board Committee meetings at shorter
notice, by complying with the applicable law.
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meeting(s).
The agenda for the Board and Committee meetings includes detailed notes on the items to be
discussed to enable the Directors to take an informed decision. The Board of Directors had
held 5 (Five) meetings during FY 2022-23. For further details, please refer to the
Corporate Governance Report, which forms part of this Annual Report. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 and
the Listing Regulations, 2015.
Directors and Key Managerial Personnel
In accordance with the Articles of Association of the Company, Mr. Atil
C. Parikh, CEO & MD, retires by rotation at this Annual General Meeting and being
eligible offers himself for reappointment. The Board recommends his re-appointment.
The Board of Directors at its meeting held on 16th May, 2023, upon
recommendation of Nomination and Remuneration Committee, has appointed Dr. Sivaram
Swaminathan (DIN: 00009900) as an Independent Director for the term of 5 years from 16th
May, 2023 subject to approval of shareholders at the ensuing 36th Annual General Meeting.
Also, Mrs. Sejal Parikh has been appointed as Whole time Director of
the Company for the term of 3 years from 16th May, 2023 by the Board of Directors as
recommended by Nomination and Remuneration Committee subject to approval of shareholders
at the ensuing 36th Annual General Meeting..
Necessary resolutions have been put in the notice of AGM for approval
of shareholders for appointment of Directors as mentioned above. The Board recommends
passing these resolutions.
None of the Directors of the Company is disqualified under Section
164(2) of the Companies Act, 2013. As required by law, this declaration is also reflected
in the Auditors' Report.
In accordance with provisions of Section 149 of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr.
Ramkisan Devidayal, Mr. Atul Patel, Dr. Ajay Ranka and Mr. Jaideep Verma have given a
declaration to the Company that they meet the criteria of independence as mentioned in
Section 149(6) of the Companies Act, 2013.
The composition of the Board, meetings of the Board held during the
year and the attendance of the Directors thereat have been mentioned in the Report on
Corporate Governance which forms part of this Annual Report.
Independent Directors' Declaration
The definition of Independence' of Directors is derived from
Regulation 16(1)(b) of the Listing Regulations, 2015 and Section 149(6) of the Companies
Act, 2013 and rules framed thereunder. The Independent Directors have also submitted a
declaration that they meet the criteria of independence and that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective, independent judgment
and without any external influence, pursuant to Regulation 25 of the Listing Regulations,
2015.
Based on the confirmation/disclosures received from the Directors, the
following Non-Executive Directors are Independent as on March 31, 2023: |
1) Mr. Ramkisan A. Devidayal |
2) Mr. Atul H. Patel |
3) Dr. Ajay I. Ranka |
4) Mr. Jaideep B. Verma |
Committees of the Board |
The Company has 4 (four) Committees of Directors as on March 31, 2023: |
1) Audit Committee |
2) Nomination and Remuneration Committee |
3) Stakeholders Relationship & Share Transfer Committee |
4) CSR Committee |
Details of all the committees along with their main terms, composition
and meetings held during the year under review are provided in the Report on Corporate
Governance, a part of this Annual Report.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board
in its success. The 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 the Company to
retain its competitive advantage.
Familiarization Programme for Independent Directors
As trustees of shareholders, Independent Directors play a pivotal role
in upholding corporate governance norms and ensuring fairness in decision making. Being
experts in various fields, they also bring independent judgment on matters of strategy,
risk management, controls and business performance.
At the time of appointing a new Independent Director, a formal letter
of appointment is given to the Director, inter alia, explaining the role, duties and
responsibilities of the Director.
The Director is also explained in detail the compliances required from
him/her under the Companies Act, 2013, SEBI Regulations and other relevant regulations. By
way of an induction Programme in the Company, presentations are also being made to the
newly appointed Independent Director on relevant information like overview of the
Company's businesses, market and business environment, growth and performance,
organizational set up of the Company, governance and internal control processes.
Ongoing familiarisation Programme aims to provide insights into the
Company and the business environment to enable all the Independent Directors to be updated
of newer challenges, risks and opportunities relevant in the Company's context and to
lend perspective to the strategic direction of the Company. The details for
familiarisation Programme for the Independent Directors is available on the website of the
Company. As required under Regulation 46(2)(i) of the Listing Regulations, 2015 and the
same can be accessed at the link: https://www.20microns.
com/userfiles/corporate_governance_policies/1662094458.pdf
Significant and material orders passed by the Regulators or Courts
There were no significant and material orders passed by the Regulators
or Courts or Tribunal including any quasi-judicial authorities impacting the going concern
status and Company's operations in future.
Auditors
A. Statutory Auditors
M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration
No. 106041W/W100136) were appointed as statutory auditors of the company, at the
conclusion of 35th AGM of the Company. In terms of their appointment made at the 35th AGM
held on 22.07.2022, they are holding office of the auditors as such up to the conclusion
of the 40th AGM and hence, would retire at the conclusion of the forthcoming 40th AGM.
The Statutory Auditors' Report received from M/s. Manubhai &
Shah LLP, Chartered Accountants for FY 2022-23 on the financial statement of the Company
forms part of this Annual Report.
The Statutory Auditors' report on the financial statements for FY
2022-23 does not contain any qualifications, reservations or adverse remarks or
disclaimer.
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso to Section 143(12) of the Companies Act, 2013.
B. Internal Auditors
The Company has re-appointed M/s. Lalit R. Mehta & Associates,
Chartered Accountants, Vadodara as the Internal Auditors of the Company for the F.Y.
2023-24.
C. Cost Auditors
Your Board has re-appointed M/s. Y. S. Thaker & Co, Cost
Accountants in Practice as Cost Auditors of the Company for conducting cost audit for the
FY 2023-24. A resolution seeking approval of the members for ratifying the remuneration
payable to the Cost Auditors for FY 2023-24 is provided in the Notice to the ensuing 36th
Annual General Meeting.
Cost Records
The Cost accounts and records as required to be maintained under
Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.
Cost Report
That cost audit report for FY 2021-22 have been filed with in
prescribed limit and cost audit report for FY 2022-23 will be filed on or before
prescribed time i.e 30-09-2023
D. Secretarial Auditors
The Secretarial Audit Report for the financial year 2022-23 issued by
M/s. Parikh Dave & Associates, Practicing Company Secretaries, Ahmedabad is annexed to
this Report. There are no qualifications, observations or adverse remark or disclaimer in
the said report.
For the FY 2023-24 Company has reappointed M/s. Parikh Dave &
Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor of the
Company to conduct secretarial audit and to ensure compliance by the Company with various
Acts applicable to the Company.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory, cost and secretarial auditors including audit of internal financial controls
over financial reporting by the statutory auditors and the reviews performed by the
management and the relevant Board committees, including the Audit committee, the Board is
of the opinion that the Company's internal financial controls were adequate and
operating effectively during the FY 2022-23.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the Directors have selected such accounting policies and applied
them consistently and 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 at the end of the
financial year and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis; e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
f) adequate systems and processes, commensurate with the size of the
Company and the nature of its business, have been put in place by the Company, to ensure
compliance with the provisions of all applicable laws as per the Company's Global
Statutory Compliance Policy and that such systems and processes are operating effectively.
Disclosure about the Application as made or any proceeding is pending
under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their
Status as at the end of the Financial Year.
During the year under review no application has been made or any
proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016.
Disclosure about the difference between the amounts of Valuation
executed at the time of one time Settlement and the Valuation done while taking loan from
the Banks or Financial Instituion along with the reason thereof.
During the year under review no valuation has been executed with Bank
for one time settlement.
Acknowledgement
The Directors wish to convey their deep appreciation to all the
employees, bankers, customers, vendors, investors and consultants/advisors of the Company
for their sincere and dedicated services as well as their collective contribution to the
Company's performance.
The Directors also thank the Government of India, Governments of
various States in India, Governments of various Countries and concerned Government
departments for their cooperation.
For and on behalf of the Board of Directors |
|
|
Rajesh C. Parikh |
Place: Waghodia, Vadodara |
Chairman & Managing Director |
Date: 16th May, 2023 |
DIN: 00041610 |