To,
The Members,
Your Directors are pleased to present the Thirty Sixth (36th) Annual Report
on business and operations of Carysil Limited ('the Company') (formerly known as 'Acrysil
Limited') together with the Audited Annual Financial Statements for the financial year
ended March 31, 2023. This report states compliance as per the requirements of the
Companies' Act, 2013 ("the Act"), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and other rules and regulations as applicable to the Company.
1. FINANCIAL RESULTS
The summary of Standalone (Company) and Consolidated (Company and its Subsidiaries)
financial performance for the year under review as compared to the previous financial year
are given below:
|
|
(Rs. in Lakhs) |
| Sr. No. Particulars |
Standalone |
Consolidated |
|
March 31,2023 |
March 31,2022 |
March 31,2023 |
March 31,2022 |
| 1 Net Sales / Income from Operations |
33,570.35 |
38,802.57 |
59,388.85 |
48,390.14 |
| 2 Other Income |
114.93 |
1,427.83 |
159.01 |
1,006.69 |
| 3 Total Income (1+2) |
33,685.28 |
40,230.40 |
59,547.86 |
49,396.83 |
| 4 Total Expenditure |
30,342.95 |
33,469.70 |
52,738.18 |
40,788.78 |
| 5 Operating profit before Finance Cost, Depreciation, Tax and Minority Interest (3-4) |
6,624.27 |
9,307.38 |
10,897.77 |
11,339.01 |
| 6 Finance Cost |
1,011.77 |
870.80 |
1,452.45 |
958.64 |
| 7 Depreciation |
2,270.17 |
1,675.88 |
2,635.64 |
1,772.32 |
| 8 Profit before Tax and Minority Interest (5-6-7) |
3,342.33 |
6,760.70 |
6,809.68 |
8,608.05 |
| 9 Provision for Taxation |
784.02 |
1,608.34 |
1,526.63 |
2,082.40 |
| 10 Net Profit after Tax and before NonControlling Interest (8-9) |
2,558.31 |
5,152.36 |
5,283.05 |
6,525.65 |
| 11 Non-Controlling Interest |
- |
- |
41.13 |
49.50 |
| 12 Net Profit after Tax and Non-Controlling Interest (10-11) |
2,558.31 |
5,152.36 |
5,241.88 |
6,476.18 |
| 13 Total other Comprehensive Income (Net of Tax) |
(3.89) |
6.78 |
(149.89) |
3.94 |
| 14 Total Comprehensive Income |
2,554.42 |
5,159.14 |
5,133.16 |
6,529.59 |
2. COMPANY'S PERFORMANCE THE FINANCIAL HIGHLIGHTS OF THE COMPANY'S PERFORMANCE
(STANDALONE) FOR THE YEAR ENDED MARCH 31,2023 ARE AS UNDER:
• The Revenue from operations stood at Rs.33,570.35 Lakhs in 2022-23 as compared
to Rs.38,802.57 Lakhs in the previous year.
• Net profit after tax stood at Rs.2,558.31 Lakhs in 2022-23 as compared to
Rs.5,152.36 Lakhs in the previous year.
• Earnings per share for the year 2022-23 stood at Rs.9.56/- per share as compared
to Rs.19.30/- per share in the previous year.
THE FINANCIAL HIGHLIGHTS OF THE COMPANY'S PERFORMANCE (CONSOLIDATED) FOR THE YEAR ENDED
MARCH 31,2023 ARE AS UNDER:
• Consolidated Revenue from operations stood at Rs.59,388.85 Lakhs in 2022-23 as
compared to Rs.48,390.14 Lakhs in the previous year.
• Net profit after tax stood at Rs.5,283.05 Lakhs in 2022-23 as compared to
Rs.6525.65 Lakhs in the previous year.
• Earnings per share for the year 2022-23 stood at Rs.19.59/- per share as
compared to Rs.24.26/- per share in the previous year.
3. CHANGE IN THE NAME OF THE COMPANY
The name of the Company has been changed to Carysil Limited; vide Fresh Certificate of
Incorporation Consequent upon Change of Name received from the Registrar of Companies,
Maharashtra dated October 26, 2022.
4. DIVIDEND
Considering the consistent financial performance of your Company and promising future
prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to
support future growth, your Directors are pleased to recommend for approval of Members a
final dividend of Re. 2/- (100%) per Equity Share for the financial year ended March 31,
2023. The declaration and payment of dividend is subject to the approval of shareholders
at the ensuing Annual General Meeting of the Company and shall be subject to deduction of
income tax at source.
5. DIVIDEND DISTRIBUTION POLICY
The Company has formulated Dividend Distribution Policy in accordance with Regulation
43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
any amendments thereto ("hereinafter referred to as LODR Regulations") for
bringing transparency in the matter of declaration of dividend and to protect the interest
of investors. The Dividend Distribution Policy is available on the website of the Company:
Microsoft Word - Acrysil_Dividend Distribution Policy (carysil.com)
6. MATERIAL CHANGES, TRANSACTION AND COMMITMENT, IF ANY FROM THE END OF THE FINANCIAL
YEAR TILL THE DATE OF THIS REPORT.
There were no Material changes and commitments which may affect the financial position
of the Company after the end of the financial year till the date of this report except as
mentioned hereunder: -
Acquisition of UK based company ("The tap factory limited")
Carysil UK Limited, a wholly owned subsidiary of the Company , acquired UK based
Company, The Tap Factory Limited , by acquiring 70% shares of The Tap Factory Limited at a
price of ? 1.16 Million(i.e 70% of Total Enterprise Value of ? 1.65 Million) with an
option to acquire balance 30% in 2 tranches of 15% each in next two years.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
During the year under review, 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.
8. DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY
THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
The Company, in accordance with section 148(1) has maintained cost records as specified
by the Central Government.
9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Management's Discussion and Analysis Report for the year, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), is presented in a separate section,
forming part of the Annual Report.
10. SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2023 stands at Rs.5,35,43,882 divided
into 2,67,71,941 equity shares of Rs.2/- each.
During the 2022-23, the Company issued and allotted 77,061 Equity Shares of Re. 2/-
each fully paid to Employees pursuant to Exercise of Employee Stock Option Plan at an
exercise price of Rs.60/- per equity share on exercise of the options granted to them
under 'Acrysil Limited - Employee Stock Option Plan 2021'.
Except mentioned above, the Company has neither issued shares with differential rights
as to dividend, voting or otherwise during the year. As on March 31, 2023, none of the
Directors of the Company hold instruments convertible into Equity Shares of the Company.
11. TRANSFER TO RESERVES
The Company proposes to transfer sum of Rs.1,000 Lakhs to the General Reserves.
12. CREDIT RATING
On December 29, 2022, ICRA Limited has reaffirmed the ratings on the Long Term Debt of
the Company. The Company's financial discipline and prudence is reflected in the strong
credit ratings ascribed by ICRA Limited as given below:
| Instrument |
Rating |
| Long Term Debt |
ICRA A (Stable) |
| Short Term Debt |
ICRA A2+ |
13. SUBSIDIARIES
As on March 31, 2023, the Company has eight subsidiaries, including 4 overseas
subsidiaries and two step down overseas subsidiary. There has been change in the name of
following Subsidiary and step down subsidiary Companies vis-a-vis to change in the name of
parent Company, in order to have a Brand Recall, Launch of 'CARYSIL' as a global brand.;
• Acrysil Steel Limited to Carysil Steel Limited w.e.f. December 20, 2022
• Acrysil Products Limited to Carysil Products Limited w.e.f. December 06, 2022
• Acrysil UK Limited to Carysil UK Limited w.e.f December 06, 2022
• Acrysil Ceramitech Limited to Carysil Ceramitech Limited w.e.f November 17, 2022
• Sylmar Technology Limited to Carysil Surfaces Limited w.e.f December 06, 2022
During the Financial Year, the Company had incorporated a Wholly Owned Subsidiary (WOS)
Company in Dubai (UAE) namely 'Carysil FZ-LLC').
There are no associate companies or joint venture companies within the meaning of
Section 2(6) of the Act. Financials of subsidiaries are disclosed in the consolidated
financial statements, which forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited Accounts in respect of subsidiaries, are available on the website of
the Company.
The Board has approved a Policy Statement for determining Material Subsidiaries of the
Company and the same is available on the website of the Company
i.e. Policy to Determine Material Subsidiary.pdf (carysil.com) under 'Company Policies'
in the 'Investor Relations' section.
The Audit Committee of the Company reviews the financial statements, in particular, the
investments made by the unlisted subsidiary company. The minutes of the Board Meetings of
the unlisted subsidiary companies were also placed at the Board Meeting of the Company.
The audited annual financial statements including the consolidated annual financial
statements of the Company and all other documents required to be attached thereto are
available on the Company's website and can be accessed at the website of Carysil Limited
https://carysil.com .
PERFORMANCE HIGHLIGHTS
The Company has Seven operating subsidiary companies: Carysil UK Limited, Carysil GmbH,
Germany, Carysil Surfaces Limited, Carysil Steel Limited, Carysil Online Limited and
Sternhagen Bath Private Limited, Carysil Ceramictech Limited and newly incorporated Wholly
Owned Subsidiary ie. Carysil FZ LLC and Acrysil USA Inc is not operating Subsidiary
Company as on March 31,2023.
The performance highlights of subsidiaries and their contribution to the overall
performance of the Company during the financial year ended March 31, 2023 are as under:
| Subsidiary |
Performance during 2022-23 (Rs. in Lakhs) |
Contribution to overall performance of the Company
(%) |
|
Revenue |
Profit After Tax |
Revenue |
Profit After Tax |
| Carysil UK Limited (Formerly Known as Acrysil UK Limited) |
23,322.91 |
2,665.05 |
39.17 |
50.45 |
| Carysil GmbH, Germany (Formelry Known as Acrysil GmbH, Germany) |
940.41 |
(130.13) |
1.58 |
(2.46) |
| Carysil Surfaces Limited (Formerly Known as Sylmar Technologies Limited) |
14,289.65 |
1,584.86 |
24.00 |
30.00 |
| Carysil Steel Limited (Formerly Known as Acrysil Steel Limited) |
5,309.45 |
275.46 |
8.92 |
5.21 |
| Carysil Online Limited (Formerly Known as Acrysil Appliances Limited) |
119.96 |
(14.24) |
0.20 |
(0.27) |
| Sternhagen Bath Private Limited. |
0 |
(1.25) |
0 |
(0.02) |
| Carysil Ceramictech Limited (Formerly known as Acrysil Ceramictech Limited) |
0 |
(128) |
0 |
(0.02) |
Further, pursuant to Accounting Standard AS21 issued by the Institute of Chartered
Accountants of India, Consolidated Financial Statements presented by the Company in this
Annual Report include the financial information of its subsidiaries.
14. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to
as the "Act") read with the Companies (Accounts) Rules, 2014, applicable
Accounting Standards prescribed by the Institute of Chartered Accountants of India and the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, (hereinafter referred to as the "Listing Regulations"), the Consolidated
Audited Financial Statements forms part of the Annual Report.
Pursuant to section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts)
Rules, 2014, a statement containing the salient features of the financial statements of a
Company's subsidiaries is given in Form AOC-1 which forms an integral part of the Annual
Report. The statement also provides details of performance and financial position of each
of the subsidiaries.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:
The Board of Directors of the Company is led by the Executive Chairman and Managing
Director Mr. Chirag Ashwin Parekh and comprises of five other Independent Directors as on
March 31,2023.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Company's Articles of Association, Mr. Chirag Ashwin Parekh, Chairman and Managing
Director of the Company, retires by rotation at the ensuing Annual General Meeting and the
Board of Directors on the recommendation of Nomination and Remuneration Committee has
recommended his re-appointment and being eligible has offered himself for re-appointment.
During the financial year, there was no change in the composition of the Board of
Directors.
All Independent Directors of the Company have given declarations to the Company under
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as
laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations and pursuant to Regulation 25 of the said Regulations 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. The Independent Directors have also confirmed
that they have complied with the Company's Code of Business Conduct & Ethics.
In the opinion of the board, the Independent Directors possess the requisite expertise
and experience including the proficiency and are the persons of high integrity and repute.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of
the names of all Independent Directors in the data bank maintained with the Indian
Institute of Corporate Affairs, Manesar ('IICA'). Accordingly, the Independent Directors
of the Company have registered themselves with the IICA for the said purpose.
During the year, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Company.
As on the date of this report, Mr. Pradyumna Vyas (DIN 02359563) has been appointed as
Independent Director on the Board of the Company w.e.f from August 11, 2023 for term of 5
years from the date of appointment subject to shareholder's approval at the ensuing Annual
General Meeting.
KEY MANAGERIAL PERSONNEL (KMP):
Mr. Chirag Ashwin Parekh, Chairman and Managing Director, Mr. Anand Sharma, Chief
Financial Officer and Mrs. Reena Shah, Company Secretary and Compliance Officer are the
Key Managerial Personnel in accordance with the provisions of Section 2(51) and Section
203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
During the year Mrs. Neha Poddar has resigned as the Company Secretary and Compliance
Officer of the Company with effect from November 24, 2022 and Mrs. Reena Shah is duly
appointed as the Company Secretary and Compliance Officer of the Company with effect from
November 25, 2022.
16. BOARD MEETINGS
Minimum four pre-scheduled Board meetings are held every year. Additional meetings are
held to address specific needs, if any, of the Company. During the Financial Year 2022-23,
the Board of Directors met nine times. The maximum gap between any two consecutive
meetings was less than one hundred and twenty days, as stipulated under Section 173(1) of
the Act, and Regulation 17(2) of the Listing Regulations and the Secretarial Standards
issued by the Institute of Company Secretaries of India. Details of Board and committee
meetings held during the year are given in the Corporate Governance Report which forms
part of the Annual Report.
Board Meetings and Procedures:
The Board of Directors is the apex body constituted by the shareholders for overseeing
the overall functioning of the Company. The Board provides and evaluates the strategic
direction of the Company, management policies and their effectiveness and ensures that the
long-term interests of the shareholders are being served. The Chairman & Managing
Director along with other Senior Managerial Personnel oversees the functional matters of
the Company.
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the
meetings is circulated to the Directors well in advance to help them plan their schedules
and ensure meaningful participation. Only in the case of special and urgent business,
should the need arise, the Board's approval is taken by passing resolutions through
circulation, as permitted by law, which are noted in the subsequent Board meeting. In
certain special circumstances, the meetings of the Board are called at a shorter notice to
deliberate on business items which require urgent attention of the Board. The Company has
complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings.
As per Secretarial Standard-1 the Agenda and Notes on Agenda are circulated to all the
Directors, at least 7 days in advance, in the defined Agenda format. All material
information is incorporated in the agenda for facilitating meaningful discussions at the
meeting. Where it is not practicable to attach any document to the agenda, the same is
tabled before the meeting with specific reference of the same in the agenda. Additional or
supplementary item(s) on the agenda are taken up for discussion/decision with the
permission of the Chairman.
The Board is briefed about finance, sales, marketing, major business segments and
operations of the Company, global business environment, all business areas of the Company
including business opportunities, business strategy and the risk management practices
before taking on record the quarterly/annual financial results of the Company. All
necessary information which includes but is not limited to the items mentioned in various
Regulations of the SEBI LODR Regulations 2015 are placed before the Board of Directors.
The Members of the Board are free to bring up any matter for discussions at the Board
Meetings.
To enable the Board to discharge its responsibilities effectively, the members of the
Board are briefed at every Board Meeting on the overall performance of the Company. Senior
Management is invited to attend the Board Meetings as and when required, so as to provide
additional inputs to the items being discussed by the Board.
The Minutes of the Board Meetings of unlisted subsidiary companies are tabled at the
Board Meetings. The Board periodically reviews the statement of significant transactions
and arrangements entered into by the unlisted subsidiary companies.
The Company Secretary records the minutes of the proceedings of each Board and
Committee Meetings. The minutes of each Board/Committee Meetings are circulated in draft
to all Directors for their confirmation before being entered in the Minutes book. The
minutes are entered in the Minutes Book within 30 days from conclusion of the concerned
meeting.
A separate meeting of the Independent Directors of the Company was held on Saturday,
March 25, 2023 to review the performance of Non-Independent Directors (including the
Chairperson) and the entire Board. The Independent Directors also reviewed the quality,
quantity and time lines of the flow of information between the Management and the Board.
17. COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number of meetings held and
attendance at the meetings are provided in the Corporate Governance Report.
18. ANNUAL EVALUATION
The Nomination and Remuneration Committee (NRC) has approved a framework / policy for
performance evaluation of the Board, Committees of the Board and the individual members of
the Board (including the Chairperson) which includes criteria for performance evaluation,
which is reviewed annually by the Committee. A questionnaire for the evaluation of the
Board, its committees and the individual members of the Board (including the Chairperson),
designed in accordance with the said framework and covering various aspects of the
performance of the Board and its Committees, including composition and quality, roles and
responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and
best practices in Corporate Governance as mentioned in the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 05, 2017 was
circulated to the Directors. Pursuant to the provisions of the Act and SEBI LODR and based
on policy devised by the committee, the board has carried out annual evaluation of its own
performance, its committees and individual directors.
The board performance was evaluated on inputs received from all the Directors after
considering criteria as mentioned aforesaid. The performance of the committees was
evaluated by the Board of Directors on inputs received from all the committee members
after considering criteria as mentioned aforesaid. Pursuant to SEBI LODR, performance
evaluation of independent director was done by the entire board, excluding the independent
director being evaluated. The performance evaluation of non-independent directors and the
board as a whole and Chairman of the Board was also carried out by the Independent
Directors of the Company through separate meeting of independent directors held on March
25, 2023.
19. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME
The Company familiarises its Independent Directors pursuant to the requirements of
Regulation 25 of LODR with their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates and business model management structure,
product portfolio, Industry overview, manufacturing operations, internal control system
and processes, FOREX management, risk management framework, functioning of various
divisions, HR Management, CSR activities etc. The details of such familiarisation
programmes for Independent Directors are posted on the website of the Company and can be
accessed at www.carysil.com
20. REMUNERATION POLICY OF THE COMPANY
The Remuneration Policy of the Company for appointment and remuneration of the
Directors, Key Managerial Personnel and Senior Executives of the
Company along with other related matters have been provided in the Corporate Governance
Report and is also posted on the website of the Company and can be accessed at
carysil.com/images/PDF/15-Company Policies/Nomination & Remuneration Policy.pdf.
As and when need arises to appoint Director, the Nomination and Remuneration Committee
(NRC) of the Company determines the criteria based on the specific requirements. NRC while
recommending candidature to the Board takes into consideration the qualification,
attributes, experience and Independence of the Candidate. Director(s) appointment and
remuneration are made as per Nomination and Remuneration Policy of the Company.
21. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of the Act
are given in the notes to financial statements forming part of the Annual Report.
22. AUDITORS
a. STATUTORY AUDITORS
M/s. P A Rs.K & Company, Chartered Accountants (Firm Registration Number: 116825W)
were appointed as Statutory Auditors of the Company for 2nd term of 5 (Five)
consecutive years from the conclusion of 35th Annual General Meeting held on
September 29, 2022 till the conclusion of the 40th Annual General Meeting.
The Auditors have confirmed that they are not disqualified from continuing as Auditors
of the Company.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, observation, adverse remark or disclaimer.
b. COST AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost
records and accordingly, such accounts are made and records have been maintained for the
year 2022-23.
The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. S.
K. Rajani & Co., Cost Accountants (FRN: 101113) as the Cost Auditors of the Company,
for the financial year ending March 31, 2024, at a remuneration as mentioned in the
Notice convening the 36th Annual General Meeting for conducting the audit of
the cost records maintained by the Company.
A resolution seeking ratification by the members for the remuneration payable to Cost
Auditor will form part of the Notice of the 36th Annual General Meeting of the
Company and same will be recommended for your consideration and approval.
c. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. P P Shah & Co., a firm of Company Secretaries in Practice to conduct
the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit
Report for the financial year 2022-23 forms part of the Annual Report as "Annexure
MI" to the Board's Report. The Secretarial Audit Report does not contain any
qualification, observation, or adverse remark.
The Board has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as
Secretarial Auditors of the Company for financial year 2023-24.
d. INTERNAL AUDITORS
M/s. PBMN & Co. conducted an Internal Audit of the Company for the F.Y. 2022-23.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
In the opinion of the Board, the Company has an Internal Financial Control System,
commensurate with size, scale and complexity of its operations. The internal financial
controls are adequate and are operating effectively so as to ensure orderly and efficient
conduct of business operations.
The Companies Act, 2013 has mandated the Company to have a formal framework of Internal
Financial Controls (IFC) and has also laid down specific responsibilities on the Board,
Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.
Accordingly, the Company has adopted financial control system and framework to ensure:
• The orderly and efficient conduct of its business,
• Safeguarding of its assets,
• The prevention and detection of frauds and errors,
• The accuracy and completeness of the accounting records, and
• The timely preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as part of IFC framework,
and take necessary corrective actions wherever weaknesses are identified as a result of
such reviews. These have been designed to provide reasonable assurance about recording and
providing reliable financial and operational information, complying with applicable
statutes, safeguarding assets from unauthorised use, executing transactions with proper
authorisation and ensuring compliance of Corporate Policies.
Based on this evaluation, no significant events had come to notice during the year that
have materially affected, or are reasonably likely to materially affect, our IFC. The
management has also come to a conclusion that the IFC and other financial reporting was
effective during the year and is adequate considering the business operations of the
Company.
The Statutory Auditors of the Company has audited the IFC with reference to Financial
Reporting and their Audit Report is annexed as "Annexure B" to the Independent
Auditors' Report under Standalone Financial Statements and Consolidated Financial
Statements respectively.
Internal Controls are continuously evaluated by the Internal Auditors and Management.
Findings from internal audits are reviewed by the Management and by the Audit Committee
and corrective actions and controls have been put in place wherever necessary. Scope of
work of Internal Auditors covers review of controls on accounting, statutory and other
compliances and operational areas in addition to reviews relating to efficiency and
economy in operations.
During the year, Internal Financial Controls (IFC) testing process was done in order to
review adequacy and strength of IFC followed by the Company. As per the assessment, there
are no major concerns and controls are strong.
The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and those systems are adequate and operating
effectively.
24. AUDIT COMMITTEE
The Company has an Audit Committee pursuant to the requirements of the Section 177 of
the Act read with the rules framed there under and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the
same are given in the Report on Corporate Governance forming part of this Report.
During the Financial year 2022-23, the recommendations and ratifications of Audit
Committee were duly approved, ratified and accepted by the Board of Directors.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules
framed there under your Company has adopted a policy for CSR and the Board has constituted
a Committee for implementing the CSR activities. Composition of the Committee and other
details are provided in Corporate Governance Report. In the financial year 2022-23, the
Company has undertaken various CSR activities directly and/ or through implementing agency
and the projects undertaken by the Company are in accordance with Schedule VII of the
Companies Act, 2013. The report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is given in "Annexure I",
forming part of this report.
26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has zero tolerance towards sexual harassment at the 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 made thereunder. The
Company has complied with the provisions relating to the constitution of Internal
Complaints.
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by
the victim on the harassment at the work place. During the year under review, there were
no complaints pertaining to sexual harassment.
27. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT
Your Company recognises that the risk is an integral part of business and is committed
to managing the risks in proactive and efficient manner. Your Company periodically
assesses the risks in the internal and external environment along with treating the risks
and incorporates risk management plans in its strategy, business and operational plans.
Your Company, through its risk management process strives to contain impact and likelihood
of the risks within the risk appetite as agreed from time to time with the Board of
Directors.
Major risks identified for the Company by the management are Currency fluctuation,
Manufacturing & Supply, Information Technology and new capital investments return. The
management is however, of the view that none of the above risks may threaten the existence
of the Company as robust Risk mitigation mechanism is put in place to ensure that there is
nil or minimum impact on the Company in case any of these risks materialise. The Board of
Directors has also adopted a formal Risk Management policy for the Company, whereby, risks
are broadly categorised with the parameters of identification, assessment, monitoring and
mitigation of various risks.
Policy on Risk Management is posted on the website of the Company and can be accessed
at carysil.com/ images/PDF/15-Company Policies/Risk Management Policy.pdf
28. VIGIL MECHANISM/WHISTLE BLOWER
The Board of Directors of the Company has approved and adopted a Whistle Blower Policy
of the Company for establishing a vigil mechanism for directors and employees to report
genuine concerns regarding fraud or unethical behaviour as required under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In
appropriate cases any personnel of the Company can have direct access to the audit
committee. We affirm that no personnel has been denied access to the Audit Committee. The
Whistle Blower Policy is posted on the website of the Company at Vigil Mechanism.pdf
(carysil.com)
29. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered during the financial year were at arm's
length basis and in the ordinary course of the Company's business. All such contracts or
arrangements were entered into only with prior approval of the Audit Committee. Omnibus
approval was obtained for the transactions of repetitive nature. The Policy on Materiality
of Related Party Transactions and dealing with Related Party Transactions as approved by
the Board is uploaded on the Company's website at https://carysil.com/
images/PDF/15-Company%20Policies/Related%20 Party%20Transaction%20Policy.pdf
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large and thus a disclosure in
Form AOC-2 in terms of Section 134 of the Act is not required.
None of the Non-Executive Directors has any pecuniary relationship or transactions with
the Company other than sitting fees payable to them.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Act read with Rules of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a
statement showing the names of top ten employees in terms of remuneration drawn and names
and other particulars of the employees drawing remuneration in excess of the limits set
out in the said rules forms part of this Report as Annexure II.
Disclosures relating 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 as amended forms part of this Report. The said
information is available for inspection on all working days, during business hours, at the
Registered Office of the Company upto the date of AGM. Any member interested in obtaining
such information may write to the Company Secretary and the same will be furnished on
request. Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
31. INSURANCE
The Company takes a very pragmatic approach towards insurance. Adequate cover has been
taken for all movable and immovable assets against unforeseeable perils like fire, riot,
earthquake, floods, terrorism etc. and other risks which are considered necessary by the
management. In addition to this coverage, a statutory Public Liability Insurance Policy
has been taken to cover the Company for providing against the public liability arising out
of industrial accidents for employees working in plants.
32. DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013
The Company has neither accepted nor renewed any Deposits from the public within the
ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014. The Company has not accepted any deposits from its Directors.
33. ANNUAL RETURN
As required under the provisions of Section 134(3) (a) and Section 92(3) of the
Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014,
the Company is required to place a copy of Annual Return (in Form MGT-7) on the Company's
website, at https://www.carysil.com/ investor-relations
34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering
disclosures on the Company's performance on Environment, Social and Governance parameters
for 2022-23, is annexed to the Annual Report. BRSR includes reporting on the nine
principles of the National Voluntary Guidelines on social, environmental and economic
responsibilities of business as framed by the MCA.
35. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIAL
STANDARD - 2 (SS-2)
The Directors have devised a proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively. The Company has
complied with SS-1 and SS-2.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134 of the Companies Act, 2013, in relation to
financial statements of the Company for the year ended March 31, 2023, the Directors to
the best of their knowledge and belief hereby confirmed:
a. that in the preparation of the annual accounts for the financial year ended March
31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013,
have been followed and there are no material departures from the same;
b. that the directors have selected 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 ended March 31, 2023 and of the profit of the Company for that
period;
c. that 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. that the Directors have prepared the annual accounts on a 'going concern' basis;
e. that 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
f. that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given under Section 134 of the Act, read
with the Companies (Accounts) Rules, 2014 is furnished in "Annexure IV" and
forms part of this report.
38. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance,
reinforcing the valuable relationship between the Company and its Stakeholders.
Pursuant to Regulation 34 of the SEBI LODR Regulations, a separate report on Corporate
Governance has been included in this Annual Report along with a certificate from the
Statutory Auditors of the Company regarding the compliance with the provisions of the
Corporate Governance.
All Board members and senior management personnel have affirmed compliance with the
Code of Conduct for the year 2022-23. A declaration to this effect signed by the Chairman
& Managing Director of the Company is contained in this Annual Report.
The Chairman & Managing Director and CFO have certified to the Board with regard to
the financial statements and other matters as required under Regulation 17(8) of the SEBI
LODR Regulations and the said certificate is contained in this Annual Report.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Auditors' Certificate on Corporate Governance forms part of Annual Report. The
auditors' certificate for financial year 2022-23 does not contain any qualification,
reservation or adverse remark.
39. ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safe
operations. Your Company endeavours that the conduct of all operations is in such manner
so as to ensure safety of all and compliance of statutory and industrial requirements for
environment protection and conservation of natural resources to the extent possible.
40. CMD AND CFO CERTIFICATION
Certificate from Mr. Chirag A. Parekh, Chairman and Managing Director and Mr. Anand
Sharma, CFO, pursuant to the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the year under review was placed before the Board of
Directors of your Company at its meeting held on May 25, 2023. The Certificate forms part
of this Report.
41. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE ON NON DISQUALIFICATION OF
DIRECTORS
Mr. Pradip Shah, Partner of M/s. P P Shah & Co., Practicing Company Secretaries,
has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming
that none of the Directors on the Board of your Company have been debarred or disqualified
from being appointed or continuing as Director of companies by the SEBI / Ministry of
Corporate Affairs or any such statutory Authority. The certificate forms part of this
Report.
42. HUMAN RESOURCE
Your Company firmly believes that Human Resource function is closely integrated with
the business and has been an important pillar supporting growth aspiration.
The function focuses on Leadership Development, Succession Planning and Skills &
Competency Development. At Carysil, the Human Resource function is a business partner that
focuses on improving the way of life, work culture, employee engagement, productivity,
effectiveness and efficiency. The Company believes in developing an engaged, efficient and
committed employee base that is aware and empowered. Employee Engagement Programs are
integral part of the function and are designed in a manner that keeps motivational levels
high and they range from competitive sports to celebration festivals, cultural events to
recognition through rewarding for exceptional achievement. Company also conducts inhouse
training programs to develop leadership as well as technical /functional capabilities in
order to meet future talent requirements. Industrial relations were cordial throughout the
year.
43. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors or Secretarial Auditor to report to the Audit Committee and / or Board
under Section 143(12) of the Act and Rules framed thereunder.
44. ANNUAL SECRETARIAL COMPLIANCE REPORT
Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has
issued Annual Secretarial Compliance Report pursuant to Regulation 24A of the SEBI (LODR)
Regulations, 2015 which shall cover a broad check on compliance with applicable SEBI
Regulations and circulars/ guidelines issued thereunder on annual basis.
45. LISTING
The equity shares of your Company continue to be listed at BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE).
| Exchange |
Scrip Code |
ISIN |
| NSE |
CARYSIL |
INE482D01024 |
| BSE |
524091 |
The listing fees for fiscal 2023 have been paid for all of the above stock exchanges
where the equity shares of the Company are listed.
46. OTHER DISCLOSURE
The Directors state that no disclosures or reporting is required in respect of the
following items, as the same is either not applicable to the Company or relevant
transactions/events have not taken place during the year under review:
a. Details relating to deposits accepted by the Company;
b. The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
c. There was no revision in the financial statements.
d. There has been no change in the nature of business of the Company as on the date of
this Report.
e. The Managing Director of the Company did not receive any remuneration or commission
from any of its subsidiaries.
f. 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.
g. There have been no material changes or commitments affecting the financial position
of the Company which have occurred between the end of the financial year and the date of
this Report, except mentioned at point no. 6.
h. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 as
at the end of financial year March 31, 2023.
i. The Company has not made one-time settlement with the banks or financial
institutions
The Company has been in compliance with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India, during the financial year.
47. EMPLOYEE STOCK OPTION SCHEME
Acrysil Limited - Employee Stock Option Plan 2021
The Board of Directors ("the Board") of the Company at its meeting held on
March 18, 2021, based on the recommendation of the Nomination & Remuneration
Committee, approved introduction of Acrysil Limited - Employees Stock Option Plan 2021
('ESOP-2021') under which the maximum number of equity shares of the Company that could be
created, offered, issued and allotted should not exceed 3,00,000 (Three Lakhs) options
exercisable into equivalent number of Equity Shares of Rs.2/- each fully paid up of the
Company.
The synopsis of the Scheme is as under:
i) Overall limit of 3,00,000 Options;
ii) The Scheme is extended to Permanent employees of the Company, whether working in
India or outside India, and / or to the directors of the Company, whether whole-time or
not and to such other persons as may be decided by the Board and/or permitted under SEBI
ESOP Regulations (hereinafter referred to as 'Eligible Employees'), but excluding an
Independent
Director(s), an employee who is a promoter or a person belonging to the promoter group
and the director(s) who either himself or through his relative or through any Body
Corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of
the Company;
iii) Permanent employee(s) and Directors of any existing and future subsidiary
company(ies) of the Company whether in or outside India, as may be permissible under the
SEBI ESOP Regulations from time to time;
iv) The Exercise Price shall be Rs.60/- per Equity Share payable at the time of
exercise of Options;
v) The Company sought and received Shareholder's approval for the said Scheme through
Postal Ballot on May 03, 2021;
vi) Under the Scheme, 2,25,000 Options were granted to eligible employees on May 20,
2021 by the Company at an exercise price of Rs.60/- per option. None of the options
granted are vested or exercised as on date;
vii) Under the scheme 77, 061 shares were exercised by the eligible employees on June
09, 2022 at an exercise price of Rs.60/- per equity share.
viii) Under the scheme 43, 989 shares were exercised by the eligible employees on June
12, 2023 at an exercise price of Rs.60/- per equity share.
The details as required to be disclosed under Section 62 of the Act read with Rule 12
of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee
Benefits) Regulations, 2014 is attached as an ‘Annexure V' forming part of this
report.
48. OTHER CONFIRMATIONS
There is no application/proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year under review. Further, there are no instances of one-time settlement
with any Bank or Financial Institutions.
49. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government and regulatory
authorities, stock exchange, 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 the Company's executives, staff and workers.
For and on behalf of the Board of Directors
For CARYSIL LIMITED
(Formerly Known as Acrysil Limited)
CHIRAG A. PAREKH
(DIN: 00298807)
Chairman and Managing Director
Date: August 11, 2023
Place: Mumbai
Registered Office:
A-702, 7th Floor, Kanakia Wall Street,
Chakala, Andheri Kurla Road, Andheri (East),
Mumbai - 400 093
Tel.: 022-4190 2000
CIN: L26914MH1987PLC042283
Website: www.carysil.com
E-mail: investors@carvsil.com.
