To,
The Shareholders,
Your Directors have the pleasure of presenting the 28th Annual Report of
your Company together with the Audited Financial Statements for the year ended 31 March,
2023.
FINANCIAL RESULTS
The Company's financial performance for the year ended on 31 March, 2023 is summarised
below:
(Rs in Crores except per share data)
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operation |
1,353.74 |
1,349.10 |
1,562.72 |
1,563.82 |
| Profit/(Loss) before Interest and Depreciation |
(7.53) |
132.48 |
(51.35) |
169.50 |
| Less: Interest |
(8.94) |
(6.95) |
(26.95) |
(25.57) |
| Profit/(Loss) Before Depreciation |
(16.47) |
125.54 |
(78.30) |
143.93 |
| Less: Depreciation |
(19.04) |
(17.86) |
(34.14) |
(30.07) |
| Profit/(Loss) Before Tax |
(35.50) |
107.68 |
(112.44) |
113.86 |
| Less: Provision for taxation |
(9.13) |
19.75 |
(25.53) |
21.77 |
| Profit/(Loss) After Tax |
(26.37) |
87.93 |
(86.91) |
92.09 |
| Transfer from Comprehensive Income |
(0.37) |
(0.03) |
(0.11) |
(0.12) |
| Dividend Paid |
(8.87) |
(1.71) |
(8.87) |
(1.71) |
| Balance carried forward |
(35.61) |
86.19 |
(95.89) |
72.37 |
| Balance brought forward from previous year |
424.88 |
338.69 |
474.12 |
401.75 |
| Balance carried to Balance Sheet |
389.27 |
424.88 |
378.23 |
474.12 |
| Earnings per Share |
(2.23) |
19.73 |
(6.14) |
20.63 |
CONSOLIDATED OPERATING RESULTS
The consolidated sales and operating income remained stagnant to Rs_ 1,563 Crores
during the year under review as against
Rs_ 1,564 Crores in the previous year. The consolidated EBT margin for the year was
negative at Rs_112.44 Crores as against Rs_113.86 Crores in previous year. The
consolidated net loss during the year 2022-23 was at Rs_87 Crores compared to consolidated
net profit of Rs_92 Crores in previous year.
THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of manufacturing and trading of Tiles
(Wall/Vitrified/Ceramics), Marble, Quartz and Bathware.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The details of operating performance of the Company for the year, the state of affairs
and the key changes in the operating environment have been analysed in the Management
Discussion and Analysis section which forms a part of the Annual Report. Further, the
Company is not in the top 1,000 Companies list based on the Market Capitalisation as on 31
March, 2022 and 31 March, 2023, the Business Responsibility and Sustainability Report
(BRSR) may not be applicable to the Company.
APPROPRIATIONS A. Dividend
Y our Directors do not recommend any dividend for the financial year ended 31 March,
2023, due to Loss reported during the financial year 2022-23.
The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI
(LODR) Regulations, 2015 (as amended) is available on the website
https://www.aglasiangranito.com/ policies/Dividend-distribution-Policy.pdf.
B. T ransfer to Reserves
The Board of Directors of the Company has decided not to transfer any amount to the
Reserves for the year under review.
RIGHTS ISSUE 2022-23 AND ALTERATION IN ITS OBJECTS FOR UTILISATION OF FUNDS
During the year 2022-23, your Company has come out with Right Issue vide letter of
Offer dated 06 April, 2022, of 6,99,93,682 fully paid up equity shares of face value of Rs
10/- each (the "rights equity shares") for cash at a price of Rs_63/- per rights
equity share (including a premium of Rs_53/- per rights equity share) not exceeding
Rs_440.96 Crores on a Rights basis to the existing eligible equity shareholders in the
ratio of 37 Rights equity shares for every 31 fully paid-up equity shares held by the
eligible equity shareholders on the record date, i.e. on 12 April, 2022 (the
"issue"). The Rights Issue opened on 25 April, 2022 and closed on 10 May, 2022.
The issue was oversubscribed and the Company received bids for 8,88,24,321 number of
Rights Equity shares. On 16 May, 2022, the Board of Directors of the Company has approved
the allotment of 6,99,93,682 equity shares of face value Rs_10/- each to the eligible
equity shareholders as fully paid up. Your Company has received Listing Approvals and
Trading Approvals from the exchanges. The numbers of issued shares of the company
increased from 5,67,51,634 equity shares to 12,67,45,316 equity shares post allotment of
the rights issue equity shares. Thus your Company has raised funds of Rs_440.96 Crores
through a said rights issue.
In furtherance to that, your Company has obtained approval of the Shareholders for
alteration of the objects for utilisation of funds out of the net proceeds of the Rights
Issue of Equity Shares of the Company and changed the Objects of Issue as stated in the
Letter of Offer dated 06 April, 2022, by way of passing Special Resolution vide Postal
Ballot Notice dated 02 February, 2023 and the same was approved by requisite majority of
the Shareholders of the Company as on 30 March, 2023. The summary of alteration in the
object of issue are as under:
| Sr. No. Objects of the Issue as per Letter of Offer |
Amount to be funded from the Net proceeds (Rs in Crores) |
Revised Objects |
Amount to be funded from the Net proceeds (Rs in Crores) |
| 1. Setting up a New Manufacturing Unit under AGL Surfaces Pvt. Ltd. (ASFPL) to
manufacture Stone Plastic Composite (SPC) flooring at Morbi (including Working Capital
requirement) |
41.57 |
Setting up of Display Centre cum office at Ahmedabad, Gujarat under
Asian Granito India Limited to showcase our entire range of products and capabilities |
73.80 |
| 2. Setting up of a Largest Display Center in Morbi to showcase our entire range of
products and capabilities |
37.23 |
Setting up of a Stock point for carrying out Trading Business of various
building construction materials under Asian Granito India Limited |
5.00 |
| Total |
78.80 |
|
78.80 |
HUMAN RESOURCES
Your Company values its employees and believes that the Company's success is a result
of the Team Work of all of its employees. The Human Resource Development team strives to
create a positive work environment that influences employees' ability, motivation and
creates opportunities for them to perform. Our safe, secure and harassment free work
environment encourages high performance work culture with focus on employee health /
safety, welfare, engagement, development, diversity, productivity, Cost and Quality.
Comprehensive policies of the Company cover the entire spectrum of the life cycle of an
employee from recruitment to retention. We are committed to hiring, nurturing and
developing exceptionally talented human resources. Company's unique culture and robust
People Practices and Policies, inspire and ensure that every employee aspires to grow in
the organization.
On the Industrial front, the Company continued to foster cordial Industrial Relations
with its workforce during the year.
The Company has a diverse workforce of 1568 employees as on 31 March, 2023 vis-a-vis
1616 employees as on 31 March, 2022. Going forward, the Company will continue to focus on
nurturing the right talent to achieve the business goal.
SHARE CAPITAL
A. Authorised Share Capital
• As on 01 April, 2022, the Authorised Share Capital of the Company is Rs_
1,27,00,00,000/- consisting 12,70,00,000 Equity shares of Rs_10/- Each.
• The Authorised Share Capital of the Company was increased from Rs _
1,27,00,00,000/- to Rs_1,40,00,00,000/- vide Ordinary Resolution passed at 27th
Annual General Meeting of the Members of the Company held on 16 September, 2022.
• As on 31 March, 2023, the Authorised Share Capital of the Company is Rs_
1,40,00,00,000/- consisting 14,00,00,000 Equity shares of Rs_10/- Each.
• Further, the Authorised Share Capital of the Company was increased from Rs_
1,40,00,00,000/- to Rs_ 1,50,00,00,000/- vide Ordinary Resolution passed through postal
ballot by the Members of the Company on 25 May, 2023.
B. Paid Up Share Capital
• As on 01 April, 2022 the paid up share capital of the Company was Rs
56,75,16,340/- consisting 5,67,51,634 Equity shares of Rs 10/- Each.
• As on date 16 May, 2022, the paid up share capital of the Company was increased
from Rs. 56,75,16,340/- consisting 5,67,51,634 Equity shares to Rs. 1,26,74,53,160/-
consisting 12,67,45,316 Equity shares on account of allotment of 6,99,93,682 Equity Shares
on Rights basis.
• As on 31 March, 2023 the paid up share capital of the Company was Rs _
1,26,74,53,160/- consisting 12,67,45,316 Equity shares of Rs_10/- Each.
BORROWINGS:
The Company has long-term borrowings outstanding amounting to Rs 68.42 Crores as on 31
March, 2023.
DEPOSITS
Your Company has neither accepted nor renewed any deposits from the public within the
meaning of Section 73 and 74 of the Companies Act, 2013 and read together with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force) for the year ended on 31 March, 2023. None of
the deposits earlier accepted by the Company remained outstanding, unpaid or unclaimed as
on 31 March, 2023.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Details of Loans and advance granted, Investments made and Guarantees given during the
year by the Company under review, covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS WITH RESPECT TO FINANCIAL STATEMENTS
The Company has adequate Internal Financial Control (‘IFC') procedures
commensurate with its size and nature of business in alignment with the requirement of
Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit
Committee, Independent Directors and Statutory Auditors with regard to IFC.
The Company has appointed inhouse Internal Auditors who periodically audit the adequacy
and effectiveness of the internal controls laid down by the management and suggest
improvements.
The Audit Committee of the Board of Directors approves the annual internal audit plan
and periodically reviews the progress of audits as per approved audit plans along with
critical internal audit findings presented by internal auditors, status of implementation
of audit recommendations, if any, and adequacy of internal controls.
The Board reviews the effectiveness of controls documented as part of IFC framework,
and take necessary corrective and preventive actions wherever lapses are found on the
basis of such reviews. No significant events had been identified during the year that have
materially affected, or are reasonably likely to materially affect our IFC. The Statutory
Auditors of the Company has audited the IFC with reference to Financial Reporting and
their Audit Reports is annexed to the Independent Auditors' Report under Standalone
Financial Statements and Consolidated Financial Statements respectively.
RELATED PARTY TRANSACTIONS
All Related Party Transactions, which were entered into during the Financial Year under
review, were on an arm's length basis, and in the ordinary course of business and are in
compliance with the applicable provisions of the Act and the SEBI Listing Regulations. All
Related Party Transactions are placed before the Audit Committee. There were no materially
significant Related Party Transactions made by the Company during the year that required
shareholders' approval under Regulation 23 of the SEBI Listing Regulations. Therefore, the
disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act,
2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The
disclosures as required are provided in IND-AS in relation to transactions with related
parties which are given in the notes to the Financial Statements.
The Related Party Transactions Policy as approved by the Board is hosted on the
Company's website i.e. https://www. aglasiangranito.com/policies/policy_on_materiality_of_
related_partyfitransactions_and_dealing_withfirelated_party_ transactions.pdf
MATERIAL CHANGES AND COMMITMENT – IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT
There has been no material change and commitment, affecting the financial performance
of the Company which occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of this Report.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) and (10) of the Companies Act,2013 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a Vigil Mechanism or ‘Whistle Blower Policy' for directors, employees and other
stakeholders to report genuine concerns has been established. The Company has built a
reputation for doing business with honesty and integrity over the years, and has shown
zero tolerance for any sort of unethical behaviour or wrongdoing. The Audit Committee
reviews the functioning of the Whistle Blower mechanism on a quarterly basis. During the
year under review, no instance has been reported under this policy. Whistle-blower Policy
and Code of Business Conduct have been hosted on the website of the Company https://www.aglasiangranito.com/policies/policy_on_vigil_
mechanism_2020.pdf
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company is an equal opportunity Company and has zero tolerance for sexual
harassment at workplace. It has adopted a policy against sexual harassment in line with
the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. In this regard, the Company has
organized a number of interactive awareness workshops for its employees. During the year,
no complaints were received under this policy.
RISK MANAGEMENT
Risk Management is an integral part of our strategy for stakeholders' value enhancement
and is embedded in to governance and decision-making process across the Organisation. The
Company has in place the Risk Management Policy to ensure effective responses to
strategic, operational, financial and compliance risks faced by the Organisation.
As per Risk Management Policy all the risks are discussed in detail with the functional
heads to identify, evaluate, monitor and minimize the identifiable business risk in the
Organization. The Risk Management Committee meets periodically to assess and deliberate on
the key risks and adequacy of mitigation plan. Inputs from risk assessment are also
embedded into annual internal audit programme. Key risks and mitigation measures are
summarised in Management Discussion and Analysis section of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
During the year, the Company was required to spend Rs _1.11 Crores (2% of the average
net profit of the past three financial years and net profit as computed pursuant to
section 198 of the Act). The total amount spent during the year was Rs_1.11 Crores. The
CSR Activities undertaken by the Company were under the thrust areas of Community
Healthcare, Sanitation and Hygiene, Education and Knowledge Enhancement and Social Care
and Concern. The Annual report on CSR Activities is annexed herewith as "Annexure-A"
forming part of this Annual Report. The CSR policy of the Company is hosted on the website
at https://www.aglasiangranito.com/policies/CSR_policy.pdf.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
We believe that Environment, Health and Safety (EHS) are essential and paramount
pillars for sustainable growth of our business.
We have developed policies and guidelines which take our EHS compliance beyond the
regulatory requirements. The policies also ensure consistent and continuous implementation
of the EHS requirements throughout the Company.
Our sincere and focused endeavours in EHS domain has substantially helped to lead to
safe and healthy working environment for our work force at large.
Our workplace environment is designed to make our employees feel valued, respected,
empowered and inspired to achieve our EHS goals.
A responsibility towards the environment is part of our mandate. We continuously
endeavour to minimize adverse environmental impact and demonstrate our commitment to
protect the environment.
During the year, all our manufacturing plants remained compliant with applicable EHS
regulations.
HOLDING, SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE
The Company has Thirteen (13) Subsidiaries as on 31 March, 2023, out of which Two (2)
are step down subsidiaries and there are 5 (Five) Subsidiaries incorporated during the
year which are yet to commence their operations and further, one of Wholly Owned
Subsidiary of AGL Global Trade Private Limited has filed application for removing its name
from Register of Companies during the year. There are no joint venture companies. There
has been no material change in the nature of the business of the subsidiaries.
The highlights of performance of major subsidiaries of the Company have been discussed
and disclosed under the Management Discussion and Analysis section of the Annual Report.
The contribution of each of the subsidiaries in terms of the revenue and profit is
provided in Form AOC-1 as "Annexure-B", which forms part of this Annual
Report.
The Annual Accounts of the Subsidiary Companies will be made available to any Member of
the Company seeking such information at any point of time and are also available for
inspection by any Member of the Company at the Registered Office of the Company on any
working day during business hours up to the date of the Annual General Meeting. The Annual
Accounts of the Subsidiary Companies are also available on the website of the Company at
https://www.aglasiangranito.com/ financial-results.
INSURANCE
The Company's plant, property, equipments and stocks are adequately insured against
major risks. The Company also has appropriate liability insurance covers particularly for
product liability. The Company has also taken Directors' and Officers' Liability Policy to
provide coverage against the liabilities arising on them.
DIRECTORS AND KEY MANAGERIAL PERSONNEL i) Board of Directors:
Y our Company has well constituted Board, in accordance with the provisions of the
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Articles of Association of the Company.
Declaration from Independent Directors of the Company
All Independent Directors (IDs) have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, during the year under review, the Company did not have any pecuniary relationship
or transactions with any of its Directors, other than payment of remuneration / Incentive
to the Executive Directors and payment of sitting fees, commission to Non-executive
Directors and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board / Committees of the Company.
The details terms of appointment of IDs are disclosed on the company's website with
following link https:// www.aglasiangranito.com/policies/Terms_Conditions_of_
Independent_Directors.pdf.
Resignation of Directors:
Mr s. Dipti Mehta, Independent Director has from the Board w.e.f 08 August, 2022 due to
her preoccupation and paucity of time. Mr. Kanubhai Patel has also resigned from the
position of Executive Director w.e.f. 07 November, 2022 due to his personal reasons.
Re-appointment of Directors
As per the provisions of the Companies Act, 2013, Mr. Bhaveshkumar Patel (DIN:
03382527) will retire by rotation at the 28th Annual General Meeting and being
eligible offers himself for re-appointment.
The tenure of Mr. Kamleshkumar B. Patel (DIN: 00229700), as Chairman and Managing
Director of the Company will expire on 31 December, 2023. The Nomination and Remuneration
Committee and the Board of Directors at their meeting held on 12 August, 2023 recommended
and approved the re-appointment of and payment of remuneration to Mr. Kamleshkumar B.
Patel as a Chairman and Managing Director for a further period of 3 (Three) years w.e.f.
01 January, 2024 subject to approval of Members at the 28th Annual General
Meeting.
The tenure of Mr. Mukeshbhai J. Patel (DIN: 00406744), as Managing Director of the
Company will expire on 31 March, 2024. The Nomination and Remuneration Committee and the
Board of Directors at their meetings held on 12 August, 2023 recommended and approved the
re-appointment of and payment of remuneration to Mr. Mukeshbhai J. Patel, as Managing
Director of the Company for a further period of 3 (Three) years w.e.f. 01 April, 2024
subject to approval of Members at the 28th Annual General Meeting.
Terms and conditions of re-appointment of Mr. Kamleshkumar B. Patel and Mr. Mukeshbhai
J. Patel are contained in the Explanatory Statement forming part of the Notice of this 28th
Annual General Meeting.
Mr. Mukesh M. Shah (DIN: 00084402) is completing his first term of five (5) years of
his appointment as an Independent Director on 13 November, 2023 and is eligible for
re-appointment for another term of five (5) consecutive years subject to approval of the
Members by Special Resolution. Based on the performance evaluation of the Independent
Directors, the Nomination and Remuneration Committee has recommended and the Board of
Directors has approved his re-appointment as an Independent Director for a second term of
five (5) consecutive years commencing from 14 November, 2023 to 13 November, 2028, subject
to approval of Members at the 28th Annual General Meeting.
Appointment of Director
The Board of Directors on recommendation of the Nomination and Remuneration Committee
appointed Dr._ Yashree Dixit as an Additional Non-Executive Independent Director with
effect from 12 August, 2023 for a period of Five (5) years. In terms of Section 161 of the
Act, she holds office up to the date of this Annual General Meeting. Accordingly, the
Board recommends the resolution in relation to the appointment of Dr. Yashree Dixit as an
Independent Director, for a first term of five (5) consecutive years commencing from 12
August, 2023 to 11 August, 2028 for the approval of the Shareholders of the Company at the
28th Annual General Meeting. The brief resume and other relevant information of
the aforesaid Director(s) being appointed / re-appointed are given in the explanatory
statement to the Notice convening the AGM, for your perusal.
In the opinion of the Board, the Directors appointed / re-appointed during the year
possess requisite expertise, integrity and experience (including proficiency) for
appointment / reappointment as Independent Directors of the Company.
ii) Meetings of Board of Directors
During the year, 5 (Five) Board Meetings and one Independent Directors' Meeting were
held, the details of which are given in Corporate Governance Report. The provisions of
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 were adhered to while considering the time gap between two meetings.
Detailed information on the meetings of the Board is included in the Corporate Governance
Report which forms part of the Annual Report.
iii) Committees to the Board
In compliance with the requirement of applicable laws and as part of best governance
practices, the Company has following Committees of the Board as on 31 March, 2023:
| a) Audit Committee |
| b) Stakeholders Relationship Committee |
| c) Risk Management Committee |
| d) Nomination and Remuneration Committee |
| e) Corporate Social Responsibility Committee |
| f) Administrative Committee |
The details with respect to the aforesaid Committees forms part of the Corporate
Governance Report.
The Board has accepted all the recommendations made by the Audit Committee and all
other committee.
Note:
Rights Issue Committee was constituted in Board Meeting dated 04 February, 2022 for
Rights Issue 2022-23, which was temporary in nature, which met on 06 April, 2022, 16
May, 2022 and 20 May, 2022 which gets dissolved once the Rights issue's fund will be
utilized.
iv) Familiarization Programme of Independent Directors
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying them in their appointment letter alongwith
necessary documents, reports and internal policies to enable them to familiarise with the
Company's procedures and practices. The Company endeavours, through presentations at
regular intervals to familiarize the Independent Directors with the strategy, operations
and functioning of the Company. Site visits to various plant locations were organized
during the year under review for the Directors to enable them to understand the operations
of the Company.
The Independent Directors also met with senior management team of the Company in
formal/ informal gatherings.
The details of such familiarization programmes for Independent Directors in terms of
provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of
the Company and can be accessed at https://www.
aglasiangranito.com/familiarisation-programmes.
v) Boar d Performance Evaluation
Pursuant to the provisions of companies Act, 2013 and SEBI Listing Regulations, the
Board has carried out annual performance evaluation of its own performance, its Committees
and the Directors including Chairman. The evaluation manner has been carried out and has
been explained in the Corporate Governance Report.
vi) Key Managerial Personnel
During the year under review, Mr. Amarendra Kumar Gupta, Chief Financial Officer
resigned w.e.f. 09 June, 2022 and CA Mehul Shah has been appointed as Chief Financial
Officer w.e.f. 10 June, 2022.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) of the Act, 2013, in relation to
financial statements of the Company for the year ended 31 March, 2023, the Board of
Directors state that:
i) In the preparation of the annual accounts for the year ended on 31 March, 2023, the
applicable accounting standards had been followed and that no material departures have
been made from the same;
ii) Appropriate accounting policies had been selected and applied consistently and
judgements and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on 31 March, 2023 and the loss of the
Company for the year ended 31 March, 2023;
iii) Proper and sufficient care had been taken 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;
iv) The Financial Statements had been prepared on a going concern basis;
v) The Company is following up the proper Internal financial controls and such internal
financial controls are adequate and are operating effectively; and
vi) The Company had devised proper system to ensure the Compliance with the provisions
of all the applicable laws and that such systems are adequate and operating effectively.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and
details required under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are also stated in "Annexure-C" which
forms part of this Annual Report. Remuneration policy can be assessed at
https://www.aglasiangranito.com/policies/ Nomination_and_Remuneration_policy.pdf.
PARTICULARS OF EMPLOYEES
Your Company does not have any employee drawing remuneration exceeding limits of
Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 during the year under review.
AUDITORS i) Statutory Auditors
M/s. R R S and Associates, Chartered Accountants (FRN: 118336W) were appointed by Board
on 31 August, 2019 as Statutory Auditors of the Company, which has been approved by
shareholders in 24th Annual General meeting held on 30 September, 2019 for the
period of five years i.e. upto conclusion of 29th Annual General Meeting of the
Company to be held in the year 2024.
M/s. R R S and Associates, Chartered Accountants have carried out the Statutory Audit
of the Company for the Financial Year 2022-23 and the Report of the Statutory Auditor
forms part of the Annual Report. The Statutory Auditors have not raised any qualification,
observations or adverse remarks in their report.
ii) Secr etarial Auditor
The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed
M/s. RPAP and Co., Practicing Company Secretary as the Secretarial Auditors of the Company
to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the
year 2022-23.
M/s. RPAP and Co., Practicing Company Secretary have carried out the Secretarial Audit
and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as "Annexure-D".
During the year 2022-23, the Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or to the Board as required
under Section 143(12) of the Act and the rules made thereunder.
CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. As required by
Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate Report on
Corporate Governance forms part of the Annual Report. The Report on Corporate Governance
also contains certain disclosures required under the Companies Act, 2013. A certificate
from M/s. RPAP and Co., Practicing Company Secretary, confirming compliance with the
conditions of corporate governance as stipulated under Clause E of Schedule V of the
Listing Regulations forms part of the Corporate Governance Report.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at the link https://www.aglasiangranito.
com/AnnualReturn/annualfireturn_2022_23.pdf.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The statement containing information on Conservation of energy, Technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as "Annexure-E" to this Report.
NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of
ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges
for the Financial Year 2022-23 has been paid.
COST AUDITORS AND RECORDS
In terms of the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of
Cost Auditors is not applicable to the Company.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators / Courts / Tribunals
impacting the going concern status of the Company and its operations in future.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors acknowledge with sincere gratitude for the trust reposed by all
Stakeholders including Customers, Investors, Vendors, Bankers, Auditors, Consultants and
Advisors and look forward to their continued patronage. The Directors are also grateful
and pleased to place on record their appreciation for the excellent support, guidance and
cooperation extended by the Government and State Government Bodies and Authorities,
Financial Institutions and Banks. The Board also expresses its appreciation of the
understanding and support extended by the shareholders and the continuing commitment and
dedication shown by the employees of the Company.
|
For and on behalf of the Board of Directors |
|
Kamleshkumar B. Patel |
| Place: Ahmedabad |
Chairman and Managing Director |
| Date: 12 August, 2023 |
DIN: 00229700 |
