DEAR MEMBERS,
Your Directors are pleased to present the 66th Annual Report together with the Audited
Statement of Accounts for the year ended March 31, 2023.
1. FINANCIAL PERFORMANCE OF THE COMPANY
(` in Lakhs)
particulars |
year ended March 31, 2023 |
year ended March 31, 2022 |
Sales |
76,641.66 |
83,951.00 |
Profit before tax |
4,626.98 |
4,949.53 |
Exceptional Item |
(630.32) |
- |
Less: Tax expenses (Incl. deferred tax) |
2,078.75 |
617.54 |
Profit after tax |
1,917.91 |
4,331.96 |
Add : Balance brought forward from previous period |
27,360.53 |
26,317.60 |
Amount available for appropriation |
29,278.44 |
30,649.59 |
Appropriations |
|
|
Less: Dividend (including interim and final) |
- |
3,462.27 |
Less: Corporate tax on dividend |
- |
- |
Add : Other comprehensive income (OCI) / (Loss) |
(61.84) |
107.01 |
Add: Reversal of vested option forfeiture |
- |
66.20 |
Transferred to retained earnings |
- |
- |
Balance carried forward to the balance sheet |
29,216.29 |
27,360.53 |
2. REVIEW OF OPERATIONS
The Company's continued operations reported sales for the year ended March 31, 2023 of
` 76,641.66 Lakhs as against ` 83,951.00 Lakhs for the previous year ended March 31, 2022.
The Company recorded a decline in sales by 9% of the total sales revenue for the year
under review. 36% is contributed by exports.
3. DIVIDEND
The Board of Directors have not recommended any Dividend for the Financial year ended
March 31, 2023. Pursuant to the requirement of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company have formulated
and adopted Dividend Distribution Policy which is available on the website of the Company
at www.heubach.com.
4. CHANGE IN NAME OF THE COMPANY
Consequent to the change in ownership structure of the Company post acquisition by SK
Capital and Heubach Group, the Company changed its name from Clariant Chemicals
(India) Limited' to Heubach Colorants India Limited' which was approved by the
Registrar of Companies, Mumbai with effect from October 17, 2022.
5. CORPORATE GOVERNANCE, MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT & BUSINESS
RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company is committed to compliance standards, ensuring checks and balances between
the Board and Management, as well as a sustainable approach to create value for all
stakeholders. As stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and
Analysis Report as well as Certificate confirming the compliance with the conditions of
corporate governance and Business Responsibility and Sustainability Report are annexed
herewith and forms part of this Annual Report.
6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
Company's operations in future.
7. MateRial changes Between the Date oF the BoaRD RepoRt anD enD oFF inancial
yeaR
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
8. SUBSIDIARY COMPANY
As on March 31, 2023, the Company does not have any subsidiary.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Consequent to acquisition of the Company by SK Capital and Heubach Group, and change in
management & control of the Company, the Nomination & Remuneration Committee, the
Board of Directors and the Members of the Company, approved the following appointments:
1. Mr. Bharath R. Sesha (DIN: 01983066) as the Managing Director of the Company for a
term of three consecutive years, effective from April 23, 2022 to April 22, 2025.
2. Mr. Ravi Kapoor (DIN: 01761752) as Non-Executive Director and Chairman of the
Company with effect from April 23, 2022.
3. Mr. Abhijit Naik (DIN: 08097208) as Whole Time Director of the Company for a period
of three years from April 23, 2022 to April 22, 2025. However, due to change in work
profile within the organization, Mr. Abhijit Naik resigned as a Whole Time Director w.e.f.
February 3, 2023.
4. Mr. Jugal Sahu (DIN: 02629782) as the
Executive Director and Chief Financial Officer of the Company for a term of three
consecutive years, effective from February 3, 2023 to February 2, 2026.
Mr. Alfred Muench, Mr. Thomas Wenger and Mr. Sanjay Ghadge, being Clariant's
representative resigned from Directorship of the Company effective from April 23, 2022.
The Board of Directors places on record its sincere appreciation to the Directors for
their contribution during the tenure.
Key Managerial Personnel
1. Mr. Ashish Agarwal tendered his resignation to the Company from the post of Interim
Chief Financial Officer of the Company, effective from closing working hours of April 20,
2022, for advancement of his career.
2. Mr. Jugal Sahu was appointed as Chief Financial Officer of the Company effective
from August 9, 2022.
There were no other changes in the Key Managerial Personnel of the Company during the
year.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Ravi Kapoor retires by rotation at the ensuing Annual
General Meeting, and being eligible, he offers himself for re-appointment.
The above re-appointment forms part of the Notice of the 66th Annual General Meeting
and a Resolution is recommended for your approval.
The brief profile of Mr. Ravi Kapoor, covering details of his qualification and
experience, as required pursuant to the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by
The Institute of Company Secretaries of India is annexed to the notice of this Annual
General Meeting.
All Independent Directors of the Company have given declarations that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, amended.
They have also confirmed that they have registered their name in the data bank of
Independent Directors.
10. AUDIT COMMITTEE
The details on the composition, meeting, attendance, etc. of the Audit Committee are
provided in the Corporate Governance Section of the Annual Report. The Board has accepted
all the recommendations of the Audit Committee during the Financial year under review.
11. NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board of Directors met 6 times on April 22, 2022, May
24, 2022, August 9, 2022, November 9, 2022, November 30, 2022 and February 3, 2023.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
earnings and outgo
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the relevant information and data for the year ended
March 31, 2023 are annexed to this report as 'Annexure A'.
13. CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to
time, the Board of Directors of your Company has constituted a Corporate Social
Responsibility ('CSR') Committee which constitutes of following members:
name |
category |
Dr. (Mrs.) Indu Shahani |
Chairperson |
Mr. Kewal Handa |
Member |
Mr. Bharath R. Sesha (w.e.f. April 23, 2022) |
Member |
Mr. Sanjay Ghadge (till April 23, 2022) |
Member |
Your Company also has in place a CSR policy and the same is available on the website of
the Company at www.heubach.com. A detailed report as per Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as 'Annexure
B' forming part of this report.
14. NOMiNATiON AND REMUNERATiON POLiCY
The Board has, based on the recommendation of Nomination and Remuneration Committee,
framed a policy on Nomination and Remuneration of its Directors and Key Managerial
Personnel, which is available on the website of the Company at www. heubach.com.
15. BoARD EVALUATiON And FAMiLiARiZATiON
programme
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
evaluation of its own performance and Board Committees by seeking the inputs of Directors
on various aspects of the Board/ Committee Governance. The Board have reviewed the
performance of the individual Directors and the Chairperson. The manner in which the
evaluation has been carried out is stated in the Corporate Governance Report.
The details of programme for familiarization of the Independent Directors of your
Company are available on the Company's website at www.heubach.com.
16. particulars of employee
As per provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure
pertaining to the particulars of employees who are in receipt of remuneration as
prescribed under the Section is annexed as 'Annexure O'.
The statement of particulars of employees pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Annual Report. However, pursuant to proviso to Section 136(1) of the Companies Act, 2013,
the report and accounts are being sent to members excluding this statement of particulars
of employees. Any member interested in obtaining a copy of this statement, may write to
Company Secretary at investor-relations india@heubach.com.
17. DiRECTORS' RESPONSiBiLiTYSTATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
(ii) The Directors have selected such accounting policies and applied them consistently
and made 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 as at March 31, 2023 and of the profit
& loss of the Company for that period;
(iii) 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;
(iv) The Directors have prepared the annual accounts on a going concern basis;
(v) The Directors have laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
18. STATUTORY AUDiTOR & AUDiT REPORT
M/s. MSKA & Associates, Statutory Auditors, in their Audit report for the Financial
year ended March 31, 2023, have commented that the backup of the books of accounts and
other books and papers maintained in electronic mode has not been maintained on servers
physically located in India. The Company would like to clarify that the Company's SAP is
centralized in global Data Centers outside India where the backup storage is maintained.
The Company is reviewing the maintenance of backup of SAP data in India as required under
Rule 3 of the Companies (Account) Rules, 2014.
19. COST AUDiT
The Board of Directors, in pursuance of order under Section 148 of the Companies Act,
2013, appointed M/s. RA & Co., Cost Accountants, as Cost Auditors of the Company to
carry out the audit of the cost accounts of the Company for the Financial year 202324,
subject to approval of Central Government, if any. The Cost Audit Report for the 12 months
ended March 31, 2022 has been filed on due date.
20. SECRETARiAL AUDiT REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013, and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s J. R. Ahuja & Co., Company Secretary, as Secretarial Auditor to
carry out the Secretarial Audit for the FY 2022-23.
The Secretarial Audit Report is annexed herewith as 'Annexure D'. The
Secretarial Auditor Report does not contain any qualification, reservation or adverse
remark and is self - explanatory and thus does not require any further comments.
21. iNTERNAL FiNANCiAL CONTROLS AND THEiR adequacy
The details in respect of Internal Financial Controls and their adequacy are included
in the Management Discussion & Analysis Report, which forms part of this Report.
22. extract of annual return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual
Return in Form MGT- 7 as on March 31, 2023, is available on Company's website at www.heubach.com.
23. RisK MANAGEMENT poLicY
The Company has a robust Risk Management to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company's competitive advantage. Many risks identified
by the business and functions are systematically addressed through mitigating actions on a
continuing basis. The Company has framed a Risk Management Policy to manage the risks
involved in all activities of the Company, to maximize opportunities and minimize
adversities.
In accordance of the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors of the Company have constituted
the Risk Management Committee. Particulars of the committee are provided in the Corporate
Governance Report forming part of this Annual Report.
24. RELATED PARTY TRANSACTiONS
In line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has framed a Policy on Material
Related Party Transactions which is available on Company's website at www.
heubach.com.
All the Related Party Transactions entered during the year under review were in
ordinary course of business and on arm's length basis. All the Related Party Transactions
are placed before Audit Committee for review and approval. Prior omnibus approvals are
granted by Audit Committee for Related Party Transactions which are of repetitive nature,
entered in the ordinary course of business and are on arm's length basis.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the Form
AOC-2 is annexed as 'Annexure E' to this report.
25. PARTiCULARS OF LOANS, GUARANTEES or investments
The details of loans, guarantees and investments covered under the provisions of
Section 186 of the Companies Act, 2013, is given in the notes forming part of Financial
Statements.
26. public DEpoSITS
During the year under review, the Company has not accepted any deposits from the public
falling under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on
the balance sheet date.
27. ViGiL MECHANISM
The Company believes in upholding professional integrity and ethical behavior in the
conduct of its business. To uphold and promote these standards, the Company has adopted
Whistle Blower Policy for its Directors and Employees to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Code of Conduct without
fear of reprisal.
28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN At workplace
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
During the year under review, no complaints were received for sexual harassment of
women at workplace.
29. constitution ofinternalcomplaints committee
The Company has constituted an Internal Complaint Committee (ICC) and complied with all
the requirements of provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
30. DETAILS iN RESPECT OF FRAUDS REPORTED BY AUDiTORS UNDER SUB-SECTiON (12) OF SECTiON
143 OF THE COMPANIES ACT, 2013 'OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT'
No matter of actual or alleged fraud has been reported by the auditors under
Sub-Section (12) of Section 143 of the Companies Act, 2013.
31. ACKNOWLEDGEMENT
The Board of Directors wish to place on record its sincere appreciation for the support
received from its stakeholders including shareholders, bankers, distributors, suppliers
and business associates. The Directors recognize and appreciate the sincere and hard work,
loyalty, dedicated efforts and contribution of all the employees that ensured sustained
performance in a challenging business environment.
For and on behalf of the Board of Directors
Bharath R. Sesha
Managing Director DIN (01983066)
Ravi Kapoor
Chairman DIN (01761752)
Navi Mumbai, July 25, 2023