Ecoboard Industries Ltd
Directors Reports
To,
The Members of
Ecoboard Industries Limited
The directors are pleased to submit the annual report of Ecoboard Industries Limited
(the "Company") along with the audited financial statements for the
financial year (FY) ended on 31st March, 2023.
Directors have tried to maintain coherence in disclosures and flow of the information
by clubbing required information topic-wise, and thus certain information which is
required in directors' report is clubbed elsewhere and has to be read as a part of boards'
report.
1. FINANCIAL SUMMARY / HIGHLIGHTS
The financial performance of your Company:
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
Income: |
|
|
| Revenue from operations |
3,859.85 |
3,471.75 |
| Other Income |
172.47 |
101.48 |
Total Income |
4,032.23 |
3,573.23 |
Expenditure: |
|
|
| Cost of materials consumed |
1,868.99 |
2,044.58 |
| Purchase of Stock-in-Trade |
3.69 |
0.00 |
| Changes in inventories of finished goods, work-in-progress |
181.49 |
(310.85) |
| Employee benefits expense |
288.17 |
288.07 |
| Finance costs |
233.62 |
209.02 |
| Depreciation |
104.33 |
98.21 |
| Other expenses |
1,867.67 |
1,337.41 |
Total Expenses |
4,547.96 |
3,666.44 |
Profit / (Loss) before exceptional items and tax |
(515.64) |
(93.21) |
| Add/(Less): Exceptional items |
201.32 |
307.26 |
Profit / (Loss) before tax |
(314.32) |
214.05 |
| Less: Tax expenses |
0.00 |
0.00 |
Profit / (Loss) for the period |
(314.32) |
214.05 |
Other Comprehensive Income |
642.60 |
(11.00) |
| Items that will not be reclassified into profit or loss |
|
|
Total Comprehensive income for the year (net of tax) |
328.28 |
203.05 |
| Total comprehensive income for the year |
|
|
Earnings / (Loss) per Share (Rs.) |
|
|
| -Basic |
1.84 |
1.14 |
| -Diluted |
1.84 |
1.14 |
Financial performance
During the year 2022-23 your company has made turnover of Rs 3,859.85 Lakhs as compared
to turnover of the previous financial year of Rs. 3,471.75 Lakhs, and the Company recorded
the Loss for the year (before comprehensive income) was Rs. 314.32/- Lakhs as against
profit of Rs. 214.05/- Lakhs in the previous financial year. Boards of Directors are very
confident that the business of the Company will grow in upcoming years.
Year |
Sales performance (Rs. Lacs) |
PBT before Exceptional Income (Rs. Lacs) |
PBT (Rs. Lacs) |
PAT (Rs. Lacs) |
2019 |
2,038.20 |
(919.29) |
(720.24) |
(720.24) |
| 2020 |
1,203.73 |
(331.92) |
1,506.63 |
1,506.63 |
| 2021 |
1,502.07 |
(321.72) |
1,125.63 |
1,125.63 |
| 2022 |
3,471.75 |
(93.21) |
214.05 |
214.05 |
| 2023 |
3,859.85 |
(515.64) |
(314.32) |
(314.32) |
Company faced good tail-winds in the "Energy" engineering division with new
projects in distilleries, a traditional market. The turnover of the "Build"
division has got a boost from a large export order. The Build division of the Company
continues to upgrade the products.
Based on internal financial control framework and compliance systems established in the
Company, the work performed by statutory, internal and secretarial auditors and reviews
performed by the management and/or relevant Audit and other Committees of the Board, your
Board is of the opinion that the Company's internal financial controls were adequate and
effective during the financial year 2022-23.
2. BUSINESS OVERVIEW
The Company is engaged in the field of manufacturing and export of particle boards made
out of agricultural residue like Bagasse, rice husk, cotton waste, etc. and deal in
process systems, plants, machinery for Bio-gas recovery, Bio-energy generation, effluent
treatment, micro filtration and fermentation either as turnkey manufacturers or as
suppliers of part and equipment or as consultants. The management Discussion and Analysis
Report is presented separately in the annual report.
3. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE
Through this year, the company has continued to focus on designing and manufacturing
breakthrough products in the EcoEnergy and EcoBuild divisions that are Carbon Capture and
Storage (CCS) positive. Over the last 32 years of our existence, we have contributed to
removing around 35 million tonnes of CO2 from the atmosphere.
EcoBuild Division
Through EcoBuild, the sustainable building materials division of EcoBoard?, we are
enabling customers to reach their sustainability goals. We continued to be instrumental in
substituting high carbon emission products like steel, gypsum, cement, etc. by creating
alternative products that have a positive impact on the environment.
We introduced a new product in the EcoBuild division, EcoRak , which shows huge
potential across industries. EcoRak directly replaces steel and wood panels to meet
internal storage needs.
In continuation to our pioneering innovations including ultra-large wall panels and
large structural flooring, we have recently initiated sustainable solutions for cold
storage. We have executed two largest projects of cold rooms for RIL and Llado Paso.
In another breakthrough for our company, EcoBuild products reached foreign shores,
taking the agro-fibre from Indian farmers and earning revenue for the country.
EcoEnergy Division
The alarming speed of climate change has led us to insist on the reduction of
petroleum-based energy sources. The Indian Government is also promoting the production and
use of Bio-CNG from waste.
In the pursuit of sustainable bio-fuels, the demand for our EcoEnergy plants has been
on the incline. The decades of CSTR technology expertise we possess in executing CNG
projects is generating order for this division.
EcoYou: Conscious Innovation
Over the last 32+ years, we have been making huge strides in the space of sustainable
building materials and our bio-energy division has not been far behind. As we move into a
new era of growth and success, we will be consolidating all our offerings under one
umbrella EcoYou. We will continue to serve you through our EcoBuild and EcoEnergy
divisions under this new brand.
EcoYou encompasses our core value of conscious innovation. It represents our
environment-centric approach to research and development.
4. DIVIDEND
The Board of Directors of the Company did not declare any dividend during the Financial
Year 2022-23.
5. TRANSFER TO RESERVES
During the year under review, the Company has transferred a sum of Rs.8,69,77,940/-
from IND AS Transition reserve to the General Reserve.
6. EXTRACT OF ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the financial year ended 31st March, 2023, is available on the
Company's website. The link to the annual report as per the Companies Amendment Act, 2017
is https://www.ecoyou.in/investor-relations and in accordance with the Companies Act,
2013, the annual return in the prescribed format is available at
https://www.ecoyou.in/investor-relations.
7. SHARE CAPITAL
The Paid up capital of the company is Rs.17,83,20,000. The Company issued Rs. Nil
Equity Shares either with or without differential rights during the F.Y. 2022-2023 and
hence, the disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share
Capital and Debentures) Rules, 2014 is not applicable
8. LISTING ON STOCK EXCHANGES
The Company's shares are listed on BSE under Scrip Code 523732. The ISIN code of the
Company is INE866A01016. The Company has paid annual listing fees to the stock exchange
for the Financial Year 2022-23.
9. LISTING REGULATIONS COMPLIANCE
Your Company's Equity Shares are listed on BSE Ltd. and the provisions of the Listing
Obligation and Disclosures Requirement, Regulations, 2015 have been complied with.
10. NATURE OF BUSINESS
There was no change in the nature of business during the Financial Year under review.
11. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no subsidiary/joint venture and hence consolidation and applicable
provision under the Companies Act, 2013 and Rules made thereunder are not applicable to
the Company. Whereas as per Accounting Standard Ind-AS 24 the following are considered as
Related Party (Associate Company) of Ecoboard:
1 Vesar Furnitek Pvt. Ltd.,
2. Venkata Subba Raaju Energy LLP,
3. Supra Investment Pvt Ltd,
4. Western Bio Systems India Pvt Ltd
5. Meerisha Financial Consultancy Private Limited.
12. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), disclosure on particulars relating to Loans,
advances, guarantees and investments are provided as part of the financial statements.
13. DIRECTORS AND KMP
Your Company has an appropriate mix of executive, non-executive and Independent
Directors to maintain its independence, and separate its functions of governance and
management. As on 31st March, 2023, the Board had 6 members, consisting of two Executive
Directors, one Non-Independent Non-Executive Woman director, 3 Independent Directors and
none of the directors are disqualified under Section 164 of the Companies Act 2013.
A) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Praveen Kumar Raju Gottumukkala (DIN 05180152), Whole Time Director and Chief
Financial Officer (CFO) of the Company, being longest in office since his last appointment
determined to retires by rotation at the ensuing AGM and being eligible offers himself for
reappointment for a period of 5 years with immediate effect commencing from 11th
September, 2023 to 10th September, 2029, upon the terms and conditions, as per
the provisions of Section 152(6) of the Companies Act, 2013 and based on the
recommendation of the nomination and remuneration committee and after taking into account
the performance
Apart from the above, there is no change in the composition of the Board of Directors
during the financial year 2022-23.
B) Declaration by an Independent Director(s) and re- appointment, if any
Composition of the independent director is in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Company has received the Declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the provisions of Section
149(7) of the Companies Act, 2013 read with the schedules and Rules issued thereunder as
well as Regulations 16 and Regulation 25 of SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force).
C) Familiarization Program for Independent Directors
All independent directors inducted into the Board attend an orientation program. The
details of the training and familiarization program are provided in the Corporate
Governance report. Further, at the time of the appointment of an independent director, the
Company issues a formal letter of appointment outlining his / her role, function, duties
and responsibilities. The policy related to familiarization of Independent Directors is
available on our website, at https://www.ecoyou.in/investor-relations.
D) Formal Annual Evaluation
Pursuant to Section 134 (3) (p) of Companies Act, 2013, the Board has conducted the
formal annual evaluation of its own performance, its Committee and individual directors.
Under Schedule IV of the Companies Act 2013, the Independent Directors have conducted the
performance evaluation of Non-Independent Directors and the Board as a whole and also
reviewed the performance of the Chairman.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations
and governance. A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders etc. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department.
The details of Appointment, re-appointment and retirement by rotation of Directors and
Key Managerial
Personnel (KMP) are included in Corporate Governance Report, and forms part of the
board's report as "Annexure B".
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As of March 31, 2023, the Board has 6 members, two
of whom are executive directors, one of whom is a non-executive and woman director and
three independent directors. The details of Board and committee composition, tenure of
directors, areas of expertise and other details are available in the corporate governance
report that forms part of this Annual Report. The policy of the Company on directors'
appointment and remuneration, including the criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under
Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at
https://www.ecoyou.in/investor-relations.
We affirm that the remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
15. COMMITTEES OF THE BOARD
As on 31st March, 2023, the Board had three committees: the audit committee,
the nomination and remuneration committee, and the stakeholder's relationship committee. A
majority of the committees consists entirely of independent directors. During the year,
all recommendations made by the committees were approved by the Board. A detailed note on
the composition of the Board and its committees is provided in the Corporate Governance
Report.
16. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical backgrounds,
age, ethnicity, race and gender that will help us retain our competitive advantage. The
Board Diversity Policy adapted by the Board sets out its approach to diversity. The policy
is available on our website, at https://www.ecoyou.in/investor-relations.
Additional details on Board diversity are available in the Corporate Governance
Report that forms part of this
Annual Report as "Annexure - E".
17. DIRECTORS RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under Section
133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
Accounting policies have been consistently applied except where a newly-issued accounting
standard is initially adopted or a revision to an existing accounting standard requires a
change in the accounting policy hitherto in use. In terms of Section 134(3) (c) of the
Companies Act, 2013, the directors confirm that:
a.that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures; the
directors had 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 at the end of the financial year and of the profit
and loss of the company for that period;
b. the directors had 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;
c. that the annual accounts have been prepared on a going concern basis; d. the
directors had laid down proper internal financial controls which were in place and that
the financial controls were adequate and were operating effectively.
e.that the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2022-2023.
18. MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, the Company held 7 (Seven) board meetings of the
Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
The provisions of Companies Act, 2013 and Listing Regulations were adhered to while
considering the time gap between two meetings.
|
|
Attendance of meeting during 2022-23 |
*No. of other |
Name of Director |
Category |
Board |
Last AGM |
Directorship |
Mr. Ramakrishna Raju Gottumukkala |
Managing Director & CEO - Chairman |
7 |
Yes |
0 |
Mr. Praveen Kumar Raju Gottumukkala |
Executive Director & CFO |
7 |
Yes |
0 |
Mrs. Venkata Sujani Indukuri |
Non-Executive Director |
7 |
Yes |
0 |
Mr. Uttam Sampatrao Kadam |
Non-Executive & Independent |
7 |
Yes |
12 |
Mr. Siva Sankar Kalive |
Non-Executive & Independent |
6 |
Yes |
0 |
Mr. P. V. V. Rama Raju |
Non-Executive & Independent |
6 |
No |
0 |
19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company is not required to transfer any amount of unpaid/unclaimed dividend or any
other amount to the Investor Education and Protection Fund during the year under review.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNING AND OUTGO
The Company is committed towards conservation of energy and climate action which is
reaffirmed in its Environmental Sustainability Policy
(https://www.ecoyou.in/investor-relations).
Through the reporting year, initiatives were aligned towards achieving these targets.
Having already switched over to LED lights across all offices in 2021, this year the focus
was on more efficient conveyor systems and dust collections systems reducing the
electricity requirement, which directly reduces the dependency on coal based electricity.
The Company supplies carbon negative material to all its customers enabling them to
become lesser dependency on Carbon intensive materials.
The 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 - A".
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company which occurred at the end of the financial year to which the financial statements
relate and the date of this report.
22. RISK MANAGEMENT
The Company has adopted the systems and procedures, to ensure sustainable business
growth with stability and to promote a proactive approach in reporting, evaluating and
resolving risks associated with the
Company's business.
Periodic assessments to identify the risk areas are carried out and management is
briefed on the risks in advance to enable the company to control risk through a properly
defined plan. The risks are classified as financial risks, operational risks and market
risks. The risks are taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and the actions taken
to manage them. The Company has formulated a policy for Risk management with the following
objectives:
Provide an overview of the principles of risk management
Explain approach adopted by the Company for risk management
Define the organizational structure for effective risk management
Develop a "risk" culture that encourages all employees to identify risks and
associated opportunities and to respond to them with effective actions.
23. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an internal Control System which commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function lies
with the Audit Committee of Directors. The Audit Committee monitors and evaluates the
efficacy and adequacy of internal control systems, accounting procedures and policies.
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. For more details, refer to the ‘Internal control systems and their
adequacy' section in the Management's discussion and analysis, which forms part of this
Annual Report.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION & REDRESSAL) ACT, 2013
The company is fully committed to their employees specially women workforce to provide
them safe environment, to work with dignity and to provide them better workplace free from
any kind of discrimination including sexual harassment. As per the requirement of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read
with rules made thereunder, the company has constituted Internal Complaint Committee which
is responsible for the redressal of complaint related to sexual harassment. No cases of
sexual harassment and discriminatory employment were reported during the financial year
ended 31st March, 2023.
25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a Vigil Mechanism Policy in place to deal with instances, if any, of
the fraud, mismanagement, misappropriations, if any and the same is placed on the
Company's website.
26. MANAGERIAL REMUNERATION
Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are contained in Corporate Governance Report.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration
drawn are marked as Annexure in the annexure B. It is also to be stated here that there
were no employees during the year who were in receipt of remuneration mentioned in Rule 5
(2)(I), (II) and (III) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
28. DEPOSITS
Your Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
29. CODE OF CONDUCT
i. Code of Conduct for Director and Senior Management of the Company: - The Company has
adopted the Code of Conduct for the Directors and Senior Management of the Company. All
Board Members and Senior Management Personnel have affirmed compliance with the code as on
31st March, 2023.
ii. Code of Conduct for prevention of Insider Trading: - The Company has its own Code
of Conduct for Prevention of Insider Trading which has now been amended according to the
SEBI (Prohibition of Insider Trading) Regulations, 2015.
30. CORPORATE GOVERNANCE
As the listed Company, necessary measures are taken to comply with provisions of the
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Report on
Corporate Governance along with the certificate as stipulated confirming compliance with
the conditions of Corporate Governance, the Managing
Director's declaration as stipulated under the aforesaid Clause, Regulation and
pursuant to Regulation 34 of the listing Regulations, Management Discussion and Analysis
Report forms part of Annual Report.
31. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards on Board Meetings (SS-1) and
on General Meetings (SS-2) have been duly followed by the Company. Also, Company complies
with all applicable secretarial standards issued by the Institute of Company Secretaries
of India.
32. COMPENSATION AND DISCLOSURE ANALYSIS
The Companies Act, listing Regulations through various provisions require disclosure
and analysis on executive, director's, KMP's and other employees' compensation. The said
information forms part of board's report annexed herewith as "Annexure B"
33. STATUTORY AUDITORS
Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s.
Chaturvedi S K & Fellows LLP, Mumbai, (Firm Registration No. 112627W/W100843), were
appointed as the Statutory Auditors of the company for the period of next 5 years with
effect from the conclusion of 31st Annual General Meeting to be held in the
year 2022 to hold the office up to the conclusion of Annual General Meeting to be held in
the financial year 2026-27.
34. 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 has
appointed M/s. SD Kolhe & Company, Pune, a firm of Company Secretaries in
Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report for
the financial year 31st March, 2023 is annexed herewith as "Annexure
D" in FORM MR-3.
35. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT
The observation and qualification is annexed as "Annexure D".
36. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the
Board's report.
37. STATUTORY AUDITOR AND AUDITORS REPORT
The Auditors' Report for fiscal 2023 is enclosed with the financial statements in
this Annual Report and there were no qualifications, reservations or adverse remarks.
The Auditor's certificate confirming compliance with conditions of corporate
governance as stipulated under Listing Regulations, for fiscal 2023 is enclosed as "Annexure
F" to the Board's report.
38. MAINTENANCE OF COST RECORDS
Since the Company is not covered under the section 148(1) of Companies Act, 2013,
therefore the maintenance of cost records is not required.
39. INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations with workers,
employees, Bankers, Shareholders and all stakeholders at all levels.
40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE
COMPANY'S OPERATIONS IN FUTURE
There were no significant material orders passed by the Regulators/ Courts which would
impact the going concern status of the Company and its future operations.
41. RATIO OF REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as Annexure B
42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report in compliance with the Securities and
Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations,
2015 is marked as Annexure E and forms part of this Report.
43. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in subsection (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto has been annexed
as per " Annexure-C".
44. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provision relating to CSR is not applicable to the company as the company does not
meet the criteria prescribed under Section 135 of the Company Act 2013 read with Rules
made thereunder.
45. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There are no such orders except those which have been appropriately challenged before
the judiciary and no impact on going concern status and Company's operation in future of
such matters are expected or visualized at the current stage at which they are.
46. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items since there were no transactions in these matters and/or they are not
applicable to the Company during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
ESOS.
4. No significant or material orders were passed by the Regulators / Courts or
Tribunals which would impact the going concern status of the Company and its future
operations. 5. No fraud has been reported by the Auditors to the Audit Committee or the
Board.
47. ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company. I am sure you
will join our Directors in conveying our sincere appreciation to all employees of the
Company for their hard work and commitment. Their dedication and competence has ensured
that the Company will definitely overcome such turbulent situations and emerge as a
significant and leading player in the industry.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Ramakrishna Raju Gottumukkala
Managing Director & CEO (Chairman)
DIN: 01516984
Place: Pune
Date: 14th August, 2023
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