Dear Members,
Your Directors are pleased to present the sixty third Annual Report and the Company's
audited financial statements for the financial year ended 31 March 2023.
Financial Results
The Company's financial performance, for the year ended 31 March 2023 is summarized
below:
(H in lakh)
|
2022-23 |
|
2021-22 |
|
Particulars |
Continuing Operations |
Discontinuing Operations |
Total |
Continuing Operations |
Discontinuing Operations |
Total |
Revenue from Operations |
2,28,148 |
56 |
2,28,204 |
1,42,970 |
88,213 |
2,31,183 |
Add: Other Income |
2,595 |
0 |
2,595 |
4,293 |
4,912 |
9,205 |
Total Income |
2,30,743 |
56 |
2,30,799 |
1,47,263 |
93,125 |
2,40,388 |
Profit before tax |
30,419 |
-15 |
30,404 |
17,912 |
1,967 |
19,879 |
Exceptional item - gain from slump sale |
- |
1,729 |
1,729 |
- |
5,775 |
5,775 |
Less: Tax expenses |
5,540 |
429 |
5,969 |
6,260 |
64 |
6,324 |
Profit after tax (i) |
24,879 |
1,285 |
26,164 |
11,652 |
7,678 |
19,330 |
Other Comprehensive Income (net of tax) |
1,323 |
0 |
1,323 |
750 |
- |
750 |
Total comprehensive income for the year |
23,556 |
1,285 |
24,841 |
12,402 |
7,678 |
20,080 |
Add: Balance brought forward (ii) |
|
|
70,011 |
|
|
53,269 |
Amount available for appropriation (i+ii) |
|
|
96,175 |
|
|
72,599 |
APPROPRIATIONS: |
|
|
|
|
|
|
Dividend paid on equity shares |
|
|
3,235 |
|
|
2,588 |
Balance carried forward |
|
|
92,940 |
|
|
70,011 |
(Figures have been rounded off)
Operational Review
Your Company reported a strong performance during FY 2022-23 across all business
divisions and ended the year with revenue from continuing operations of H 2,28,148 lakh as
compared to 1,42,970 lakh in the previous year, registering a growth of 60%. It recorded a
profit before tax and exceptional item from continuing and discontinuing operations of H
30,404 lakh in FY 2022-23 against H 19,879 lakh in FY 2021-22, representing a growth of
around 53%.
Packaging Products Division (PPD)
The revenue from operations for FY 2022-23 was H 2,22,137 lakh (including intersegment
sales) as compared to FY 2021-22 revenue from operations of H 1,43,632 lakh. This resulted
in EBIT of H 38,008 lakh in FY 2022-23 as compared to H 23,788 lakh in FY 2021-22,
representing a growth of around 60%. Our EBIT grew on account of improved realisations,
better product mix, and increasing demand for glass containers from the beer,
pharmaceutical and the food and beverage industry. Some of the key highlights are as
follows:
AGI Glass: Glass Containers and Speciality Glass
Commenced the commercial production of our specialty glass facility set up at
Bhongir in the state of Telangana with an installed capacity of 154 tonnes per day from
January 2023
Forayed into export markets such as the EU, Canada, and South Africa with niche
products
Awarded Great Place to Work" by the Great Place to Work Institute, India 2nd_time
in a row
AGI Plastek: PET Bottles and Products
FSSC 22000 certification (Food safety standards certification) achieved for all
three plants
ISO 15378:2017 (Good manufacturing practices standard for primary packaging in
pharma applications) certification achieved for Selaqui plant
ISO 9001:2015 (Quality Management System) continued certification for Isnapur
and Selaqui plant
AGI Clozures: Security Caps and Closures
A. Launched two new products: SuperCap and NipAce
B. Partnered with European organisations to develop and commercialise High-Security UV
Offset Printing Ink to enhance the security features of the Closures & identify
counterfeiting attempts
Material Changes and Commitments
Hindusthan National Glass & Industries Limited ("HNGIL"), a
Company engaged in similar business activities, is currently undergoing Corporate
Insolvency Resolution Process as per the provisions of the Insolvency and Bankruptcy Code,
2016, as amended from time to time, pursuant to the order dated 21 October 2021 passed by
the Hon'ble National Company Law Tribunal, Kolkata Bench ("Hon'ble NCLT").
Pursuant to the order passed by the Hon'ble NCLT on 18 January 2022, Form-G (Invitation
for Expression of Interest) was issued on 25 March 2022. Pursuant to the Form G and
subsequent issuance of request for resolution plan dated 24 May 2022 and amendments
thereto ("RFRP") by Mr. Girish Siriram Juneja, the resolution
professional of HNGIL, the Company had submitted the resolution plan for HNGIL ("Resolution
Plan") in accordance with the terms and conditions of the RFRP.
Pursuant to the approval of the Resolution Plan by the committee of creditors of HNGIL ("Approved
Resolution Plan"), the resolution professional of HNGIL issued a Letter of Intent
on 28 October 2022 to the Company confirming that the committee of creditors of HNGIL
approved the Resolution Plan submitted by the Company and declared the Company as the
successful resolution applicant.
In accordance with the provisions of the Code, the resolution professional of HNGIL has
filed an application before the Hon'ble NCLT, Kolkata, inter alia, praying for approval of
the Approved Resolution Plan, and the same is currently pending.
The Company is pleased to inform that the Hon'ble Competition Commission of India has
accorded its approval to the aforesaid acquisition of HNGIL in terms of the Approved
Resolution Plan under sub-section (1) of Section 31 of the Competition Act, 2002 vide its
letter dated 15 March 2023 in the manner as specified therein.
Subsidiaries, Joint Ventures and Associate Companies
The Company had no subsidiaries, Joint Ventures and Associates Companies during the
year under review.
The policy for determining material subsidiaries may be accessed on the Company's
website at the link: Material Subsidiary Policy.
Dividend
Your Directors have recommended a dividend of H 5/- (i.e. 250%) per equity share (last
year H 5/- (i.e. 250%) per equity share) on equity shares of H 2/- each for the financial
year ended 31 March 2023, amounting to H 3,234.87 lakh subject to deduction of income tax
at source, as applicable. The dividend payout is subject to approval of members at the
ensuing Annual General Meeting of the Company.
The dividend will be paid to those shareholders whose names appear in the Register of
Members/List of Beneficial Owners (as furnished by National Securities Depository Limited
and Central Depository Services (India) Limited) as on 24 August 2023.
Transfer to Reserves
The Board proposes not to transfer any amount out of the profit for the year under
review to the general reserve.
Deposits
Your Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 ("Act") and as such no amount of principal or
interest was outstanding as on the Balance Sheet date.
Directors and Key Managerial Personnel
With profound grief and sorrow, your Board regrets to inform you of the sad demise of
Dr. Rajendra Kumar Somany, Chairman and Managing Director and Promoter ("Dr.
Somany") of the Company on 20 January 2023.
Dr. Somany had been associated with the Company since its incorporation in 1960 and he
was the stalwart in the sanitaryware industry and under his leadership, the brand name
"Hindware" became one of the leading household brand across India.
The sudden and untimely demise of Dr. Somany is an irreparable loss to the entire
Somany Impresa Group and all the Directors and employees express deep sympathy, sorrow and
condolences in this time of grief.
Consequent to the sad demise of Dr. Somany, the Board of Directors, upon the
recommendation of the Nomination and Remuneration Committee, approved to designate Mr.
Sandip Somany as "Chairman and Managing Director" of the Company considering his
long association and immense contribution towards growth of the Company.
Please refer Corporate Governance section of this Report for composition of various
committees of Board of Directors.
In accordance with the provisions of the Act and Articles of Association of the
Company, Mr. Girdhari Lal Sultania, Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Auditors and Auditors' Reports
Statutory Auditors
At the 62nd Annual General Meeting (AGM) of the Company held on 22 September
2022, the members approved the re-appointment of M/s. Lodha & Co, Chartered
Accountants, as statutory auditors of the Company having Firm's Registration No. 301051E
to hold the office till the conclusion of the 67th Annual General Meeting of
the Company.
The Notes on Financial Statements referred to in the Auditors' report are
self-explanatory and therefore do not require any further comments.
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
the Act and the rules made thereunder. The Auditors' report does not contain any
qualifications, reservations or adverse remarks.
Secretarial Auditor
The Board had appointed M/s. DMK Associates, Company Secretaries, New Delhi, FRN
P2006DE003100 to conduct Secretarial Audit of the Company for the financial year 2022-23,
pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form
No. MR3 for the financial year 2022-23 is enclosed as Annexure A to this
Report. The Secretarial Audit Report does not contain any observation or adverse remark.
Conservation of Energy, Research and Development, Technology Absorption, Foreign
Exchange Earnings and Outgo
The details pertaining to conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure B
to this Report.
Share Capital
During the year under review, there was no change in the equity share capital of the
Company. The paid-up Equity Share Capital as on 31 March 2023 was H 1,293.99 lakh.
Credit Ratings
During the year under review, the credit ratings of the Company was reviewed by CARE
Ratings Limited. A detailed note on the credit ratings of the Company is provided in the
Corporate Governance Report section of this Report.
Investor Education And Protection Fund (IEPF)
Please refer notes on IEPF as mentioned in Notice of ensuing AGM which forms part of
this Annual Report.
Annual Return
In accordance with Section 134(3)(a) of the Act, the extract of Annual Return as
required under Section 92(3) of the Act and prepared in prescribed format, which will be
filed with the Registrar of Companies, is hosted on the Company's website i.e.
www.agigreenpac.com.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), is presented in a
separate section forming part of this Annual Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and SEBI circular no.
SEBI/LAD-NRO/GN/2021/2 dated 5 May 2021, your Company has provided the prescribed
disclosures in new reporting requirements on Environmental, Social and Governance ("ESG")
parameters called the Business Responsibility and Sustainability Report ("BRSR")
which includes performance against the nine principles of the National Guidelines on
Responsible Business Conduct and the report under each principle which is divided into
essential and leadership indicators. Please refer BRSR which forms part of this Annual
Report.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives ("Code") as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed
by designated persons while trading/dealing in Company's shares and sharing Unpublished
Price Sensitive Information ("UPSI"). The Code covers Company's
obligation to maintain a structured digital database ("SDD"), mechanism
for prevention of insider trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI.
Directors' Responsibility Statement
Your Directors in terms of Section 134(3)(c) of the Act state that:
a) in the preparation of the annual accounts for the year ended 31 March 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, had been followed and there are no material departures from the same;
b) the Directors had 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 31 March 2023 and of the profit of
the Company for the year ended on that date;
c) the Directors had 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;
d) the Directors had prepared the annual accounts on a going concern' basis;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
Corporate Governance
The report on Corporate Governance as stipulated under SEBI Listing Regulations forms
an integral part of this Report. The requisite certificate from the Practicing Company
Secretary confirming compliance with the conditions of corporate governance is attached to
the report on Corporate Governance.
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. The disclosure in Form AOC-2 is enclosed as Annexure C to this report.
The policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the
link: Policy on Related Party Transactions.
Your Directors draw attention of the members to Note no. 52 to the financial statements
which set out related party disclosures.
Corporate Social Responsibility (CSR)
The Company has a Corporate Social Responsibility Committee ("CSR
Committee") in place as per the provisions of Section 135 of the Act. Consequent
to the sad demise of Dr. Rajendra Kumar Somany, Chairman of the CSR Committee, the Board
of Directors in its meeting held on 27 January 2023 re-constituted the CSR Committee
comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip Somany, Ms. Sumita Somany and Mr.
Rakesh Sarin as other members of the Committee.
The Company's Corporate Social Responsibility Policy (CSR Policy) duly approved by the
Board, indicates the activities to be undertaken by the Company to fulfil the expectation
of our stakeholders and to continuously improve our social, environmental and economical
performance while ensuring sustainability and operational success of our Company. The
Company would also undertake other need based initiatives in compliance with Schedule VII
to the Act.
The guiding principles for all CSR initiatives of the Company are as follows:
Establishing a guideline for compliance with the provisions of Regulations to
dedicate a percentage of Company's profits for social projects;
Ensuring the implementation of CSR initiatives in letter and spirit through
appropriate procedures and reporting; and
Creating opportunities for employees to participate in socially responsible
initiatives.
The CSR Policy may be accessed on the Company's website at the link: CSR Policy.
The Annual Report on CSR Activities for the financial year 2022-23 is enclosed as Annexure
D to this report.
Number of Board Meetings
During the year under review, Five (5) Board Meetings were convened and held. For
further details, please refer Report on Corporate Governance which is forming part of this
Annual Report.
Audit Committee
The Audit Committee comprises of Independent Directors namely Mr. V.K. Bhandari as
Chairman and Mr. N.G. Khaitan, Mr. Anil Wadhwa, Ms. Himalyani Gupta and Mr. Rakesh Sarin
as other members.
For further details, please refer Report on Corporate Governance which is forming part
of this Annual Report.
All the recommendations made by the Audit Committee were accepted by the Board.
Disclosure under Secretarial Standards
The Directors state that the Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India. The details with
respect to the composition, terms of reference, number of meetings held, etc. of the
statutory committees of the Board of Directors are included in the Report on Corporate
Governance, which is forming part of this Annual Report.
Vigil Mechanism (Whistle Blower) Policy
The Company has in place a Whistle Blower Policy to establish a vigil mechanism for
Directors/Employees and other stakeholders of the Company to report concerns affecting the
smooth and efficient running of operations of the Company. This Policy documents the
Company's commitment to maintain an open work environment in which employees, consultants
and contractors are able to report instances of unethical or undesirable conduct, actual,
suspected fraud or violation of the Company's Code of Conduct.
The Vigil Mechanism (Whistle Blower) Policy is available on Company's website at the
link: Vigil Mechanism (Whistle Blower) Policy.
Nomination and Remuneration Policy
The Company has in place a Nomination and Remuneration Policy for appointment of
Directors, Key Managerial Personnel, Senior Management and fixation of their remuneration
as per the Act and SEBI Listing Regulations.
The Remuneration Policy is available on Company's website at the link: Nomination and
Remuneration Policy.
Dividend Distribution Policy
The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI
Listing Regulations. The policy was adopted to set out the parameters that will be taken
into account by the Board in determining the distribution of dividend to its shareholders
and/or retaining profit earned by the Company. The Policy is available on Company's
website at the link: Dividend Distribution Policy.
Particulars of Loans, Guarantees and Investments
Particulars of loans, guarantees and investments covered under Section 186 of the Act
forms part of the notes to the Financial Statements (Please refer Note Nos. 7, 8 and 15).
Particulars of Employees
Information required as per Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed
as Annexure E to this Report.
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rules 5(2) and 5(3) of 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 limits set out in the
said rules is provided in the Annual Report, which forms part of this Report. Having
regard to the provisions 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 information may write to the Company Secretary and
the same will be furnished on request.
Internal Controls
The Company is committed to ensuring an effective internal control environment that
provides, inter alia, an assurance on the orderly and efficient conduct of operations,
security of assets, prevention and detection of frauds and errors, accurate and timely
completion of accounting records and timely preparation of reliable financial information.
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. The Company uses SAP - a well-accepted Enterprise Resource
Planning (ERP) system to record data for accounting, consolidation, and management
information purposes and connects to different locations for efficient exchange of
information.
The Audit Committee of the Board of Directors, comprising of Independent Directors,
reviews the effectiveness of the internal control system across the Company including
annual plan, significant audit findings, adequacy of internal controls and compliance with
accounting policies and regulations. The Company's internal control system is monitored by
independent consultants and supplemented by in-house Internal Audit Division.
Internal Financial Controls
In line with best practices applicable to organizations of a similar size, nature and
complexity, the Company has adequate Internal Financial Controls System which ensures that
all transactions are authorized, recorded, and reported correctly in a timely manner. The
Company's Internal Financial Controls are designed to provide reliable financial
information and to comply with applicable accounting standards.
Risk Management
The Board of Directors of the Company has constituted a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The Company has
also adopted a Risk Management Policy which establishes various levels of accountability
and overview within the Company.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place a Prevention of Sexual Harassment Policy in compliance with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company always endeavours to create and provide an
environment that is free from discrimination and harassment including sexual harassment.
The Internal Complaints Committee (ICC) has been constituted to redress complaints
regarding sexual harassment, if any.
The Directors further state that during the year under review, there were no complaints
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and SEBI Listing Regulations. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act and SEBI Listing Regulations and are
independent of the management.
The Independent Directors of the Company are persons of integrity and comprise of
appropriate skills/expertise/ competencies (including proficiency) and have rich and
varied experience in diversified domains for effective functioning of the Board of
Directors of the Company.
Board Evaluation
The Board of Directors and Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria and framework adopted
by the Board. In addition, the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the Directors on the basis of various
criteria.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated,
taking into account the views of the Executive Directors and Non-executive Directors. The
evaluation process has been explained in the Corporate Governance Report section of this
Annual Report.
Training of Independent Directors
The details of programmes conducted for familiarization of Independent Directors with
the Company, nature of the industry in which the Company operates, business model of the
Company, recent amendments/notifications etc. has been uploaded on the Company's website
at the link: Familiarization of Independent Directors.
For further details, please refer Report on Corporate Governance which is forming part
of this Annual Report.
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. There is no change in nature of business of the Company.
2. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
3. Issue of equity shares with differential rights as to dividend, voting or otherwise.
4. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
5. 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.
6. The Company is not required to maintain cost records as specified in Section 148(1)
of the Companies Act, 2013.
7. Neither any application is made nor any proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
8. The Company has not defaulted in the repayment of loans to the Banks or Financial
Institutions. Accordingly, disclosure relating to one-time settlement with the Banks or
Financial Institutions is not applicable.
Acknowledgement
Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by all employees of the
Company.
For and on behalf of the Board of Directors
Place: Gurugram |
Sandip Somany |
Date: 4 May 2023 |
Chairman and Managing Director |