To,
The Members of Indokem Limited
The Board of Directors hereby submits the reports of the business and
operations of your Company ("the Company" or Indokem") along with the
Audited financial statement for the financial year ended 31st March, 2023.
1. Results of our operations and state of affairs : (' in Lakhs)
| Particulars |
For the financial year ended
31.03.2023 |
For the financial year ended
31.03.2022 |
| A - Income from Continuing Operations |
11,186 |
11,356 |
| Profit / (Loss) before Interest, Depreciation & Taxes |
344 |
530 |
| Less: Interest |
184 |
133 |
| Depreciation |
129 |
114 |
| Profit / (Loss) before Tax |
31 |
283 |
| Less: Provision for Tax |
- |
- |
| Less: Excess / Short Provision of previous year |
- |
- |
| Profit / (Loss) after Taxes |
31 |
283 |
| B - Income from Discontinuing Operations |
- |
- |
| Profit / (Loss) for the year |
31 |
283 |
| Total other comprehensive income |
(1) |
7 |
| Total comprehensive income / (loss) for the year |
30 |
290 |
| Profit / (Loss) brought forward from last year |
(1,082) |
(1,372) |
| Surplus / (Deficit) carried to Reserves |
(1,053) |
(1,082) |
2. Operational Performance :
Revenue from operations for F. Y 2022-23 at Rs 11,186 lakhs marginally
decreased by 1.5% over previous year Rs 11,356 lakhs. EBITDA at Rs 344 lakhs registered
decline over EBITDA of Rs 530 lakhs in F. Y 2021-22. PAT for the year at Rs 31 lakhs
registered decrease over the PAT of Rs 283 lakhs in F. Y. 2021-22.
3. Outlook :
During the year under review, your Company faced many challenges viz.
complex geo-political situation arising out of Russia-Ukraine crisis, leading to adverse
impact on global demand and unprecedented increases in prices of raw materials and
indirect materials. Further, strict lock-down restrictions imposed in China resulted in
drastic reduction in supply of raw material used in the textile chemical industry. These
factors primarily resulted in lower sales volumes and lower margins.
Your Company continues to focus on export markets. Initiatives are
directed towards engaging with overseas markets with a view to testing and demonstrating
international competitiveness and seeking profitable opportunities for growth.
Your Company is confident that the incorporation of foreign subsidiary
will play a crucial role in positioning the Company as a dominant player in the Global
Textile Chemical Industry once there is improvement in the scenario of complex
geopolitical situation.
4. Corporate Restructuring :
The Board of Directors of the Company, at its meeting held on 27th
July, 2021, 13th September, 2021 and 15th January, 2022 have
considered and approved a Scheme of Amalgamation (the "Scheme") of Refnol Resins
and Chemicals Limited ("Transferor Company") with Indokem Limited ("the
Company" or "Transferee Company"). The Scheme entails the amalgamation of
the Refnol Resins and Chemicals Limited with Indokem Limited on the appointed date for the
scheme set as on 1st April 2021, and approved by the Hon'ble National Company
Law Tribunal ("NCLT") in their order dated 14th July 2023. The Order
of the NCLT is also uploaded on the website of the Company at
https://www.indokem.co.in/pdf/newpdf/NCLT%200rder%20dated%2014.07.2023.pdf
The Scheme has received the necessary approvals from the shareholders
and creditors of both companies, as well as the regulatory authorities including BSE
Limited, Securities and Exchange Board of India and the NCLT, Mumbai Bench.
This corporate restructuring initiative is expected to be a significant
value creator for all shareholders involved, facilitating the consolidation of business
activities, expansion of the product portfolio, achievement of economies of scale,
enhanced operational efficiency, and optimization of logistics and distribution networks.
Furthermore, the Scheme enables the pooling of resources, leading to a stronger balance
sheet and increased net worth, which will serve to meet future investment requirements
more effectively
Upon the effectiveness of the scheme, subsequent to the fulfillment of
all necessary regulatory and approval requirements, eligible shareholders of Refnol Resins
and Chemicals Limited will be entitled to receive 1,153 (One Thousand One Hundred and
Fifty-Three) fully paid-up equity shares having a face value of Rs. 10 each of Indokem
Limited, for every 1,000 (One Thousand) fully paid-up equity shares having a face value of
Rs. 10 each held in Refnol Resins and Chemicals Limited, as consideration for the approved
scheme.
5. Transfer to Reserves :
Pursuant to provisions of Section 134(3)( j) of the Companies Act,
2013, in view of inadequate profits for the year under review, no amount has been
transferred to the reserves.
6. Dividend and Transfer to IEPF :
The Board of Directors does not recommend any dividend on equity shares
for the financial year ended 31st March 2023.
The Company was not required to transfer any unpaid / unclaimed amount
of dividend to IEPF during the financial year ended 31 st March, 2023.
7. Change in the Nature of Business:
There are no changes in the nature of business during the financial
year ended 31st March, 2023.
8. Share Capital :
The Company's Authorised Share capital during the financial year ended
March 31, 2023, remained at Rs 26,42,56,000/- (Rupees Twenty-Six Crores Forty-Two Lakhs
Fifty-Six Thousand only) consisting of 2,43,25,600 (Two Crores Forty-Three Lakhs
Twenty-Five Thousand Six Hundred only) equity shares of Rs 10 (Rupees Ten) each and
21,00,000 (Twenty-One Lakhs) 8% Non- Cumulative Redeemable Preference Shares of Rs 10/-
each (Rupees Ten).
The paid up equity share capital of the Company as at 31st
March, 2023 is Rs 24,32,56,000/-. During the year under review, the Company has not issued
any:
a) shares with differential rights
b) sweat equity shares.
The issued, subscribed and paid up 8% Non- Cumulative Redeemable
Preference Shares is 20,70,975 of Rs 10/- each amounting to ? 2,07,09,750/-.
9. Material Changes and Commitments :
There have been no material changes and commitments, 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.
10. Significant and Material Orders passed by the Regulators or Courts
or Tribunal :
The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has by
pronouncement made on 14th July, 2023, sanctioned the scheme of amalgamation of
Refnol Resins and Chemicals Limited (Transferor Company) with Indokem Limited (Transferee
Company) and their respective shareholders, under Sections 230 to 232 of the Companies
Act, 2013, and other applicable provisions of the Companies Act, 2013, and rules framed
thereunder.
The copy of the order of the NCLT sanctioning the scheme as uploaded on
its website on 14th July 2023, approves the scheme of amalgamation, finding it
fair, reasonable, and is not in violation of any provisions of law or contrary to public
policy.
According to the order, upon implementation of the scheme, Indokem
Limited will issue fully paid-up equity shares to the equity shareholders of Refnol Resins
and Chemicals Limited in the proportion of 1,153 equity shares of Indokem for every 1,000
equity shares held in Refnol.
There was no application made or proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
11. Subsidiary, Associate and Joint Venture Companies :
During the year under review, the Company does not have any
subsidiaries or associate companies; also it has not entered into any joint venture
agreements with any other entities.
The Company has made investment in Indokem Bangladesh (Pvt.) Limited
i.e. Foreign Subsidiary of the Company incorporated on 30th April 2023.
12. Directors and Key Managerial Personnel :
During the year under review, there were no changes in the composition
of the Board of Director and Key Managerial Personnel of the Company.
As required under Section 152 of the Companies Act, 2013, Mrs. Asha
Mahendra Khatau (DIN - 00063944), Non-executive Director of the Company, retire by
rotation at the forthcoming Annual General Meeting and being eligible have offered herself
for re-appointment at the ensuing Annual General Meeting.
The second term of appointment of Mr. Kailash Pershad (DIN - 00503603)
and Mr. Bhalchandra Sontakke (DIN - 01225753) as Independent Directors of the Company will
come to end as on 31st March 2024. Accordingly, to fill these vacancies to be
caused by the vacation of positions, based on recommendation of the Nomination and
Remuneration Committee, the Board in its meeting held on 25th July, 2023 has
appointed Mr. Suyash Neelkanth Bhise (DIN - 06667481), Mrs. Sneha Vidyadhar Khandekar (DIN
- 06729350) and Mr. Adarsh Pankaj Shukla (DIN - 10244570) as additional Independent
Directors of the Company w.e.f. 25th July 2023.
The Board recommends the appointment of Mr. Suyash Bhise, Mrs. Sneha
Khandekar and Mr. Adarsh Shukla as Independent Directors of the Company for a period of 5
consecutive years from 25th July, 2023 for the approval of the members in the
ensuing Annual General Meeting of the Company
Mr. Manish M. Khatau (DIN - 02952828) was appointed as Whole-time
Director of the Company with effect from 1st March, 2021 for a period of 3
years and hold office till 29th February, 2024. In view of the impending expiry
of his earlier appointment, based on recommendation of the Nomination and Remuneration
Committee, the Board of Directors at their meeting held on 25th July, 2023,
have re-appointed Mr. Manish M. Khatau as Whole-time Director of the Company with effect
from 1st March, 2024 for a further period of 3 years, subject to the approval
of shareholders.
Mr. Arupkumar Basu (DIN - 00906760) was appointed by Board of Directors
as Additional Non-executive Director of the Company w.e.f. 25th July 2023,
based on the recommendation of Nomination and Remuneration Committee. Further in the same
meeting, it was decided to appoint Mr. Arupkumar Basu as Managing Director of the Company
from the date of the scheme of amalgamation between Refnol Resins and Chemicals Limited
and Company becoming effective.
Further, the Board recommends the appointment of Mr. Manish M. Khatau
as Whole-time Director and Mr. Arupkumar Basu as Managing Director for a period of 3 years
for the approval of the members in the ensuing Annual General Meeting of the Company.
The details as required under Regulation 17 of SEBI Listing
Regulations, 2015 of Mrs. Asha Khatau, Mr. Suyash Bhise, Mrs. Sneha Khandekar, Mr. Adarsh
Shukla, Mr. Manish M. Khatau and Mr. Arupkumar Basu are disclosed in the notice of the
Annual General Meeting. None of the other Directors are related inter se except Mr.
Mahendra K. Khatau and Mr. Manish M. Khatau who are related to Mrs. Asha Mahendra Khatau.
Based on the written representations received from the Directors as on 31st
March, 2023 taken on record by the Board of
Directors, none of the Directors are disqualified as on 31st
March, 2023 from being appointed as a Director in terms of Section 164(2) of the Act.
Further, in terms of BSE circular dated 20th June, 2018, bearing reference no.
LIST/COMP/14/2018-19 and based on confirmation received from all the appointees that they
are not debarred from accessing capital markets and / or restrained from holding the
office of director by virtue of any order of the SEBI or any other such authority.
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of Independence as prescribed under the
Act and the Listing Regulations. In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are persons of high integrity and
repute. They fulfil the conditions specified in the Act and the Rules made thereunder and
are independent of the management.
During the year, the Non-executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than the sitting fees and
reimbursement of expenses incurred by them for attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company are Mr. Mahendra K. Khatau as Chairman and Managing
Director, Mr. Manish M. Khatau as Whole-time Director, Ms. Rupal B. Parikh as Chief
Financial Officer and Mr. Rajesh D. Pisal as Company Secretary.
13. Certification from Company Secretary in Practice :
M/s. Ragini Chokshi and Co., Practicing Company Secretaries, has issued
a certificate as required under the Listing Regulations, confirming that none of the
Directors on the Board of the 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 is enclosed with this section as
Annexure F.
14. Training and Familiarization Program for Directors :
The Company has provided information and made the Independent Directors
aware about the major developments in legal and regulatory areas, particularly regarding
Companies Act, 2013 and Regulation 25 (7) of SEBI Listing Regulations, 2015. The details
of Policy on Familiarization Program for the Independent Directors and List of
Familiarization programmers for Independent Directors held by the Company are available on
the website of the Company at www.indokem.co.in
15. Annual Evaluation of Board Performance and Performance of its
Committees and Individual Directors :
The Board evaluated the effectiveness of its functioning of the
Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI
Listing Regulations.
The Board sought the feedback of Directors on various parameters
including:
• Degree of fulfillment of key responsibilities towards
stakeholders (by way of monitoring corporate governance practices, participation in the
long term strategic planning, etc.);
• Structure, composition and role clarity of the Board and
Committees;
• Extent of co-ordination and cohesiveness between the Board and
its Committees;
• Effectiveness of the deliberations and process management;
• Board/Committee culture and dynamics; and
• Quality of relationship between Board Members and the
Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on 5th January,
2017.
In a separate meeting of the IDs held on 6th February, 2023,
the performance of the Non-Independent Directors, the Board as a whole and Chairman of the
Company were evaluated taking into account the views of Executive Directors and other
Non-executive Directors.
The NRC in its meeting held on 6th February, 2023 reviewed
the performance of the individual Directors and the Board as a whole.
In the Board meeting that followed the meeting of the Independent
Directors and the meeting of NRC, the performance of the Board, its Committees, and
individual Directors were discussed.
Outcome of Evaluation :
The evaluation process endorsed the Board Members' confidence in the
ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
16. Policy on Directors? Appointment and Remuneration and other
details :
The Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms part of this report.
17. Remuneration of Directors and Key Managerial Personnel :
Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key
Managerial Personnel are as furnished in Annexure A.
18. Particulars of Employees :
Disclosures pertaining 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 (‘Rules') are annexed to this
report (Annexure A).
None of the employees of the Company fall under the limits laid down in
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given in Annexure H to this Report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company Secretary at
iklsecretarial@gmail.com.
19. Directors? Responsibility Statement :
Pursuant to the requirements under Section 134(3)(c) read with 134(5)
of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, state and confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and there are no material departures;
(ii) Appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the Profit of the Company for that period;
(iii) Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the Assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts had been prepared on a going concern basis;
(v) The Internal Financial Controls had been laid down to be followed
by the Company and the such internal financial controls are adequate and are operating
effectively; and
(vi) Proper systems were devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
20. Statutory Auditors :
Pursuant to the provisions of Section 139 of the Act and the Companies
(Audit and Auditors) Rules, 2014, M/s. CNK & Associates LLP, Chartered Accountants
(ICAI Firm Registration Number: W100036), have been appointed as the Auditors of the
Company to hold office till the conclusion of the 61st AGM to be held in 2027.
21. Statutory Auditor?s Report :
The standalone financial statements of the Company have been prepared
in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor's
report does not contain any qualifications, reservations, adverse remarks or disclaimers.
22. Cost Auditor and Cost Audit Report :
Pursuant to Section 148(1) of the Companies Act, 2013 the Company is
required to maintain cost records as applicable since F. Y 2022-23 as specified by the
Central Government and accordingly Company has maintained accounts and cost records as
required under the Act and the Companies (Cost Records and Audit) Rules, 2014. The members
ratified the appointment of M/s. Y S. Gokhale & Associates (Firm Registration No.
101710) as the Cost Auditors for FY 2022-23 on 29th September, 2022.
The Board, at its meeting held on 25th July, 2023 has, on
the recommendation of the Audit Committee, approved the reappointment of M/s. Y S. Gokhale
& Associates (Firm Registration No. 101710), as Cost Auditors of the Company for F.Y
2023-24 on a remuneration of Rs 90,000/- plus taxes as applicable. The remuneration is
subject to the ratification of the Members in terms of Section 148 read with Rule 14 of
the Companies (Audit and Auditors) Rules, 2014 and will accordingly place before the
Shareholders for ratification. The same is placed for ratification of Members and forms
part of the Notice of the AGM.
23. Secretarial Auditor and Secretarial Audit Report :
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. Ragini Chokshi & Co., a firm of Company Secretaries in
Practice, to undertake the Secretarial Audit of the Company for the FY 2022-23. The Report
of the Secretarial Audit is annexed herewith as Annexure G. The report does not contain
any observation or qualification requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
The Company has also undertaken an audit for the FY 2022-23 pursuant to
SEBI Circular No. CIR/CFD/ CMO/I/27/2019 dated 8th February, 2019 for all
applicable compliances as per the Securities and Exchange Board of India Regulations and
Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report)
has been submitted to the Stock Exchange on 15th May, 2023 which is within 60
days of the end of the financial year ended 31st March, 2023.
24. Internal Auditor :
Pursuant to the provisions of Section 138 of the Act, the Board, at its
meeting held on 26th May, 2022 based on the recommendation of the Audit
Committee, had approved the appointment of Mr. Mukund Nagpurkar to conduct the internal
audit of your Company for the F.Y. 2022-23.
The Board of Directors at their meeting held on 22nd May,
2023 has re-appointed Mr. Mukund Nagpurkar as the Internal Auditors of your Company for
the F.Y. 2023-24 to review various operations of the Company.
25. Reporting of Fraud :
During the year under review, neither the Statutory Auditors, Cost
Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board,
under Section 143(12) of the Act, any instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in this Annual
Report.
26. Statement on compliance of applicable Secretarial Standards :
The Company complies with all applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
27. Corporate Governance :
The Company has complied with the requirements of Corporate Governance
as stipulated under the Listing Regulations and accordingly, the Corporate Governance
Report and the requisite Certificate from M/s. Ragini Chokshi and Co., Practicing Company
Secretaries, regarding compliance with the conditions of Corporate Governance is enclosed
as a part of Annual Report as Annexure E.
28. Management Discussion and Analysis :
The Management Discussion and Analysis as required under Regulation
34(2) read with Schedule V of SEBI Listing Regulations, 2015 forms a part of the Annual
Report.
29. Copy of Annual Return :
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies
Act, 2013, copies of the Annual Return for the F. Y 2022-23 of the Company prepared in
accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 are placed on the website of the Company and can be
accessed at https://www.indokem.co.in.
30. Meetings of the Board of Directors :
During the year, Five Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 and
Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and
Disclosures Requirements) Regulation, 2015.
31. Board Committees :
As required under the Act and the SEBI Listing Regulations, the Company
has formed all the statutory committees namely, Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee. Besides, the Company also
has a Share Transfer Committee, Risk management Committee and Committee of Board of
Directors. Detailed information about these Committees and relevant information for the
year under review are given in the Corporate Governance Report.
There have been no instances where the Board did not accept the
recommendations of its committees, including the Audit Committee.
32. Internal Financial Control Systems and their Adequacy :
The Company's internal control systems commensurate with the nature of
its business, the size, and complexity of its operations and such internal financial
controls with reference to the Financial Statements are adequate. Details on the Internal
Financial Controls of the Company forms part of Management Discussion and Analysis forming
part of this Annual Report 2022-23.
33. Vigil Mechanism / Whistle Blower :
The Company has established a vigil mechanism pursuant to the
requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations. No personnel have been denied access to the chairman of the Audit Committee
to report genuine concerns. Establishment of vigil mechanism is hosted on the website of
the Company under the web link: https://www.indokem.co.in/pdf/newpdf/VIGIL%20
MECHANISM.pdf
34. Code of Conduct :
Your Company has a Code of Conduct for Board and Senior Management
Personnel that reflects its high standards of integrity and ethics. The Directors and
Senior Management of the Company have affirmed their adherence to this Code of Conduct for
F.Y 2022-23. This Code is available on the Company's website and can be accessed at:
https://www.indokem.co.in/pdf/newpdf/Code%20of%20Conduct%20for%20Directors.pdf and
https://www.indokem.co.in/pdf/financial/senior_employee_code_of_conduct.pdf
As required under Regulation 34 of the SEBI Listing Regulations, Mr.
Mahendra K. Khatau, Chairman and Managing Director has signed a declaration stating that
the Board of Directors and Senior Management Personnel of the Company have affirmed
compliance with this Code of Conduct, which is annexed as Annexure D to this Report.
35. Insider Trading Policy :
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015
("PIT Regulations"), the Company has formulated the "Code of Conduct to
Regulate, Monitor and Report Trading by Designated Persons" and the "Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information", ("Code") which allows the formulation of a trading plan
subject to certain conditions and requires pre-clearance for dealing in Company's shares,
it also prohibits dealings in the Company's shares by Directors, Designated Persons,
Connected Persons and their immediate relatives, while in possession of unpublished price
sensitive information in relation to the Company and during the period(s) when the Trading
Window to deal in the Company's share is closed. The Code has been revised in line with
the amendments to the PIT Regulations from time to time.
The Company has put in place adequate and effective system of internal
controls to ensure compliance with the requirements of the PIT Regulations.
A structured digital database of all the designated employees is being
digitally maintained by the Company on its internal server. These contains the names and
other particulars as prescribed of the persons covered under the Code drawn up pursuant to
the PIT Regulations.
The Company Secretary has been appointed as the Compliance Officer to
ensure the implementation of the Code for fair disclosure and conduct.
The Board of Directors, Designated Persons and other Connected Persons
have affirmed compliance with the Code. The Code is available on the website of the
Company and can be accessed at: https://www.indokem.
co.in/pdf/newpdf/IKL_Prevention%20of%20Insider%20Trading%20Rules,%202015.pdf
36. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 :
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and
trainees) are covered under this policy. The Company has also complied with the provisions
related to constitution of Internal Complaints Committee (ICC) under the said Act to
redress complaints received regarding sexual harassment. The Company received no
complaints pertaining to sexual harassment during FY 2022-23.
37. Particulars of Loans, Guarantees or Investments :
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose are given in the Notes to the Standalone
Financial Statements.
The Company has made investment in Indokem Bangladesh (Pvt.) Limited
i.e. Foreign Subsidiary of the Company incorporated in Bangladesh on 30th April
2023 and is holding 75,000 Equity Shares of Indokem Bangladesh (Pvt.) Limited having face
value of Bangladesh Taka 10/- each.
38. Deposits :
The Company has neither accepted nor renewed any deposits falling
within the purview of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time and as such, no amount
of principal or interest was outstanding as of the date of the Balance Sheet. The Company
had no unpaid / unclaimed deposit(s) as on 31st March, 2023. Hence, the
requirement of providing details relating to deposits covered under Chapter V of the Act
is not applicable.
39. Transactions with Related Parties :
All Related Party Transactions that were entered into during the
financial year were at arm's length basis, in the ordinary course of business and were in
compliance with the applicable provisions of the Act and the Listing Regulations. None of
the transactions with related parties fall under the scope of Section 188(1) of the
Companies Act, 2013. All Related Party Transactions are placed before the Audit Committee
and before the Board for their prior approval. Prior approval of the Audit Committee is
obtained on a yearly basis for the transactions which are of a foreseen and repetitive
nature. The Company has also sought approval of the Members for approval of material
significant related party transactions as per the requirements of the Listing Regulations.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website. Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are
stated in Annexure B in Form AOC-2 which forms part of this report.
All RPTs are mentioned in the notes to the accounts. The Directors draw
attention of the Members to the Notes to the financial statements which sets out the
disclosure for RPTs.
40. Insurance :
All the properties and insurable interests of the Company including the
buildings, plant and machineries and stocks have been adequately insured.
41. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo :
Your Company is engaged in the continuous process of energy
conservation by way of improved operational and maintenance practices:
A. Conservation of Energy :
(a) Energy Conservation measures taken :
(i) Electrical Energy :
• Regular preventive / predictive maintenance of electrical system
is carried out to ensure minimum loss of energy / power supply.
• Regular upgradation in electrical system is done so as to
minimize consumption of electrical power supply.
(ii) Furnace Oil / LDO Consumption :
There is no major consumption of Furnace Oil / Light Diesel Oil.
However, there are some processing activities carried out limiting the consumption of
energy.
(b) Additional investments and proposals if any, being implemented for
reduction of consumption of energy :
Apart from the above mentioned strategies, your Company is in the
process to upgrade and install new machineries which will altogether result in energy
saving and will add to operational efficiency in coming years.
(c) Impact of the measures at (a) and (b) for reduction of consumption
of energy and consequent impact on the cost of production :
There is no such special impact for the same.
(d) Energy consumption and energy consumption per unit of production :
As per Form- A forming part of Annexure C
B. Technology Absorption :
Your Company has taken positive efforts for technology absorption and
its up gradation:
(a) Modification in air conditioning system to improve process
conditions.
(b) Modification in existing machines for high value and new products
developments including process simplification.
(c) The Company focused its Research and Development efforts on process
and process development of new products and formulations, trouble shooting.
Due to above factors and measures been considered there are various
benefits resulted such as:
(i) Cost reduction;
(ii) Improvement in quality;
(iii) Improvement in operating performance;
(iv) New product developments
42. Foreign Exchange Earnings and Outgo :
(Rs in Lakhs)
| PARTICULARS |
31.03.2023 |
31.03.2022 |
| I. Foreign Exchange Earned |
|
|
| F. O. B. Value of Export |
2728 |
2887 |
| II. Foreign Exchange Outgo |
|
|
| C. I. F. Value of Imports of Raw Materials |
559 |
1136 |
| Expenses in Foreign Currency |
39 |
15 |
| TOTAL |
598 |
1151 |
43. Safety, Health and Environment :
a) Safety: The Company encourages a high level of awareness of safety
issues among its employees and strives for continuous improvement. Employees are trained
in safe practices to be followed at work place.
b) Health: Your Company attaches utmost importance to the health of its
employees. Periodic checkup of employees is done to monitor their health. Health related
issues if any are discussed with visiting Medical Officer.
c) Environment: Company always strives hard to give importance to
environmental issues in normal course of operations. Adherence to environmental and
pollution control norms as per Maharashtra Pollution Control guidelines is of highest
concern to the Company.
44. Risk Management :
The Company recognizes that risk is an integral part of business and is
committed to managing the risks in a proactive and efficient manner. The Company
periodically assesses risks in the internal and external environment, along with the cost
of treating risks and incorporates risk treatment plans in its strategy, business and
operational plans. The 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. The Board of Directors has developed and implemented Risk
Management Policy for the Company. There are no risks which in the opinion of the Board
threaten the existence of the Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis Report, which forms part
of this report.
45. Research and Development :
Your Company continuously makes significant investments in research and
development (R&D) to develop products that the textile industry needs today and will
need tomorrow. Your Company's in-house laboratories have produced a number of products
that are used by textile industry around the world.
46. Corporate Social Responsibility (CSR) :
Your Company does not fall under the criteria of Corporate Social
Responsibility as laid down under Section 135 of the Companies Act, 2013 and by virtue of
above your Company has not initiated any activities for the same.
47. Cautionary Statement :
Statements in the Board's Report and the Management Discussion and
Analysis describing the Company's objectives, expectations or forecasts may be forward
looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
48. Appreciation :
The Board of Directors is thankful to the employees, customers,
vendors, investors of the Company for their continuous support and is grateful for the
confidence and faith shown by them. Your Directors take this opportunity to place on
record their sincere gratitude to the Banks, Central and State Government Departments and
the Local Authorities for their guidance and support.
|
For and on behalf of the Board |
|
Sd/- |
|
Mr. Mahendra K. Khatau |
| Place: Mumbai |
Chairman & Managing Director |
| Date: 25th July, 2023 |
DIN:00062794 |
