Yasho Industries Ltd
Directors Reports
To
The Members,
Yasho Industries Limited
Your Directors are pleased to present the 37th (Thirty Seventh) Annual
Report on the business and operations of the Company, together with the Audited
Financial Statements for the year ended March 31, 2023.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
| Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
|
(Standalone) |
(Consolidated) |
| Total Income |
68,159.60 |
62,410.77 |
68,259.47 |
62,298.66 |
| Profit before Tax |
8647.44 |
7,127.42 |
9,060.33 |
7,083.50 |
| Less: Tax |
2217.62 |
1,854.90 |
2,273.56 |
1854.90 |
| Profit after tax |
6,429.83 |
5,272.51 |
6,786.76 |
5,228.60 |
| Add: Balance brought forward |
11,131.42 |
5913.40 |
11,087.50 |
5913.40 |
| Less: Dividend Paid |
57.00 |
54.50 |
57.00 |
54.50 |
| Net Profit available for appropriation |
17,504.25 |
11,131.42 |
17,817.27 |
11,087.50 |
2. STATE OF COMPANY'S AFFAIRS OPERATIONS
a) During the year under review, the Company achieved a total revenue (including other
income) of ' 68,159.60 Lakhs as compared to ' 62,410.77 Lakh in the
financial year 2021-22.
b) EBITDA for the year under review stood at ' 12,185.33 Lakhs as against '
10,370.97 Lakhs in the previous year.
c) After providing ' 1,553.76 for Finance Cost, ' 1,984.12 Lakhs for
depreciation, ' 2,308.48 Lakhs for income tax, ' (90.86) Lakhs deferred tax
Income, Net Profit for the year stood at ' 6,429.83 Lakhs as against ' 5,272.51 Lakhs
achieved in the previous year on standalone basis.
3. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve. However, the Company has
retained the current year profit in the accumulated Profit and Loss account.
4. DIVIDEND
The Board of Directors in its meeting held on May 02, 2023, has recommended a final
dividend of ' 0.50 per equity share for the year ended March 31, 2023
subject to the approval of the Members at the 37th Annual General Meeting ('AGM').
The said dividend is in line with the Dividend Distribution Policy of the Company.
DIVIDEND DISTRIBUTION POLICY
As per Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations")
the top 1000 Listed Companies shall formulate a Dividend Distribution Policy. Company's
ranking as on March 31, 2023 was on No. 790 (Source: https://www.bseindia.com/downloads1/
Top1000Companies_as_on_31March2023_based_on_ market_capitalisation.zip)
The Policy is available on the Company's website and can be accessed at
https://www.yashoindustries. com/uploads/7/9/4/9/7949862/dividend_distribution_
policy-new.pdf
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
In accordance with the provisions of Sections 124, 125 and other applicable provisions,
if any, of the Act, read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF
Rules") (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), the amount of dividend remaining unclaimed or unpaid for a
period of seven years from the date of transfer to the Unpaid Dividend Account is required
to be transferred to the Investor Education and Protection Fund ("IEPF")
maintained by the Central Government. Further, according to the IEPF Rules, the shares in
respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven)
consecutive years or more are also required to be transferred to the demat account created
by the IEPF Authority.
Your Company does not have any unpaid nclaimedd dividend or shares relating thereto
which is required to be transferred to the IEPF till the date of this Report.
The details of the unclaimed dividends for the financial year 2020-21 and 2021-22 are
available on the Company's website at https ://www.yashoindustries.
com/public-notices.html
The nodal officer for the purpose of IEPF is Ms. Komal Bhagat (Company Secretary and
Compliance officer) of the Company. The details of the same are mentioned on the website
of the Company. The web link is https:// www.yashoindustries.com/uploads/7/9/4/9/7949862/
details_of_iepf_nodal_officer.pdf
5. SHARE CAPITAL
a) AUTHORISED SHARE CAPITAL
The authorized share capital of the Company as at March 31, 2023 was ' 15,00,00,000
(Rupees Fifteen Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) equity
shares of ' 10 (Rupees Ten) each.
b) PAID UP SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2023 was ' 11,39,92,000
(Rupees Eleven Crore Thirty Nine Lakhs Ninety Two Thousand Only) divided into
1,13,99,200 (One Crore Thirteen Lakhs Ninety Nine Thousand Two Hundred only) equity
shares of ' 10/- (Rupees Ten) each. During the year under review, the
Company has not issued any equity shares with or without differential voting rights.
6. LISTING FEES
Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its
equity shares are listed.
7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments, have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report
which may affect the financial position of the Company or its status as a "Going
Concern"
8. 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.
9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
SUBSIDIARIES
During the financial year 2021-22 Company has incorporated a wholly owned subsidiary
company in Netherlands viz. 'Yasho Industries Europe B.V.' on June 29, 2021. It has
been engaged in the marketing, sale, import and export of specialty and fine chemicals.
During the financial year 2022-23, revenue from operations was EUR 36.10 Lakhs. Net
profit after tax for the financial year 2022-23 was EUR 3.64 Lakhs.
The Financial Statements of the Subsidiary is also available on the website of the
Company and can be accessed at https ://www.yashoindustries.
com/uploads/7/9/4/9/7949862/yasho_industries_
europe_b.v._financial_results_-_march_2023.pdf
Material Subsidiary
None of the above mentioned subsidiary is a material subsidiary as per the thresholds
laid down under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as
amended from time to time.
The Board of Directors of the Company has approved a Policy for determining material
subsidiaries in line with the Listing Regulations. The Policy has been uploaded on the
Company's website and can be accessed at https://
www.yashoindustries.com/uploads/7/9/4/9/7949862/
determination_of_material_subsidiary_policy-new.pdf
ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2023, the Company does not have any associate and joint venture
companies.
10. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the financial year 2023 are
prepared in compliance with the applicable provisions of the Act, including Indian
Accounting Standards specified under Section 133 of the Act. The audited Consolidated
Financial Statements together with the Auditors' Report thereon form part of the Annual
Report.
Pursuant to Section 129(3) of the Act, a statement containing salient features of the
Financial Statements of each of the subsidiaries, associates and JV Companies in the
prescribed Form AOC-1 as Annexure A forms part of the Annual Report.
The Financial Statements of the Subsidiary is also available on the website of the
Company and can be accessed at https ://www.yashoindustries.
com/uploads/7/9/4/9/7949862/yasho_industries_
europe_b.v._financial_results_-_march_2023.pdf
11. STATUTORY AUDITOR & AUDIT REPORT
M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W) were
appointed as Statutory Auditors of the Company for a period of five consecutive years at
the Annual General Meeting of the Members held on July 29, 2020 on a remuneration mutually
agreed upon by the Board of Directors and the Statutory Auditors. They have confirmed to
the Company that they are not disqualified from continuing to act as the Statutory
Auditors of the Company.
The Statutory Auditors' Report forms part of the Annual Report. There is no audit
qualification, reservation or adverse remark for the year under review. There was no
instance of fraud during the year under review, which required the Statutory Auditors to
report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed
thereunder.
12. COST AUDITOR
As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, the Company is required to
maintain cost accounting records and have them audited every year.
The Board of Directors, on the recommendations of the Audit Committee, has approved the
appointment of Mr. Kaushal Joshi, Cost Accountant (Registration No. 40592), as Cost
Auditor of the Company for the financial year 2023-24, under section 148 of the Companies
Act, 2013.
The remuneration payable to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution seeking
Member's ratification for the remuneration payable to Mr. Kaushal Joshi, Cost Accountant,
is included at Item No. 04 of the notice convening the Annual General Meeting.
The Company has maintained cost records as specified under Section 148 of the Act.
13. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the
Company has appointed M/s. Dhrumil M. Shah & Co. LLP, a Company Secretaries in
Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report
is annexed as Annexure B and forms an integral part of this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark
14. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
15. DIRECTORS OR KEY MANAGERIAL PERSONNEL
a) DIRECTORATE Appointment / Re-Appointment Mr. Vinod Jhaveri
In accordance with the provisions of Section 152 of the Act, Mr. Vinod Jhaveri (DIN:
01655692), Director of the Company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment. The Board recommends
his re-appointment for the consideration of the Members of the Company at the ensuing
Annual General Meeting. Brief profile of Mr. Vinod Jhaveri has been given in the Notice
convening the Annual General Meeting.
Mrs. Sudha Pravin Navandar
During the year, the Board of Directors, in their meeting, had approved the appointment
of Mrs. Sudha Pravin Navandar as an Additional Director under Independent Director
category subject to the approval of shareholders for a period of 5 (Five) years effective
from June 06, 2022. Subsequently, the shareholders approved the appointment of Mrs. Sudha
Pravin Navandar as an Independent director at the Annual General Meeting for the financial
Year 2021-22 held on July 12, 2022.
Mr. Yayesh Jhaveri
In terms of Section 152 of the Act, Mr. Yayesh Jhaveri, Director, being liable to
retire by rotation, was re-appointed by the Members at the AGM held on July 12, 2022.
Cessation
There is no cessation during the period under review.
b) KEY MANAGERIAL PERSONNEL ('KMP') Cessation
Mr. Yayesh Vinod Jhaveri
Mr. Yayesh Vinod Jhaveri, has resigned from the position of Chief Financial Officer of
the Company with effect from May 2, 2023. The Board of Directors, in their meeting dated
May 2, 2023 have accepted resignation of Mr. Yayesh Vinod Jhaveri.
Appointment
Mr. Deepak Lalit Kaku
Consequently, due to resignation of Mr. Yayesh Vinod Jhaveri from the position of Chief
Financial Officer of the Company with effect from May 2, 2023. The Board of Directors, in
their meeting, have approved appointment of Mr. Deepak Lalit Kaku as a Chief Financial
Officer of the Company with effect from May 3, 2023.
c) INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations that they meet the
conditions of
independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion
of the Board, the Independent Directors fulfil the said conditions of independence. The
Independent Directors have also confirmed that they have complied with the Company's Code
of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies of the Directors in the
context of the Company's businesses for effective functioning, which are detailed in the
Report on Corporate Governance.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors are independent of the
management, possess the requisite integrity, experience, expertise, proficiency, and
qualifications. The details of remuneration paid to the members of the Board of Directors
and its Committees are provided in the Report on Corporate Governance.
16. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details of the requite Committees of the Board along with their composition, number
of meetings and attendance at the meetings are provided in the Report on Corporate
Governance as required under Schedule V of the Listing Regulations.
17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has developed a robust familiarisation process for the newly appointed
Directors with respect to their roles and responsibilities, way ahead of the prescription
of the regulatory provisions. The process has been aligned with the requirements under the
Act and other related regulations. This process inter alia includes providing an overview
of the chemical industry, the Company's business model, the risks and opportunities, the
new products, innovation, sustainability measures, digitisation measures etc.
Further a visit to Vapi Plant of the Company was also organised during the year.
The Details of the familiarisation programme are also available on the Company's
website and can be accessed at https ://www.yashoindustries.
com/uploads/7/9/4/9/7949862/details_of_ familiarization_programme_imparted_to_independent_
directors_%E2%80%93_2022-23.pdf
18. BOARD EVALUATION Formal Annual Evaluation
In compliance with the Act and Regulation 17 and other applicable provisions of the
Listing Regulations, the performance evaluation of the Board, its committees and of the
Directors was carried out during the year under review.
Manner of effective evaluation
The Company has laid down evaluation criteria separately for the Board, its Committees,
and the Directors in the form of questionnaire.
Evaluation of Directors
The criteria for evaluation of Directors include parameters such as attendance,
acquaintance with business, communication inter se between board members, effective
participation, domain knowledge, compliance with code of conduct, focus on core values,
vision, and mission etc.
Evaluation of Board and its Committees
The criteria for evaluation of Board include whether Board meetings were held in time,
all items which were required as per law to be placed before the Board were placed or not,
whether the same have been discussed and appropriate decisions were taken, adherence to
legally prescribed composition and procedures, timely induction of additional/ women
Directors and replacement of Board members/Committee members, whenever required, and
whether the Board facilitates the independent directors to perform their role effectively.
The criteria for evaluation of Committee include taking up roles and functions as per
its terms of reference, independence of the Committee, whether the Committee has sought
necessary clarifications, information and explanations from management, internal and
external auditors etc.
Based on such criteria, the performance evaluation of the Independent Directors was
carried out by the entire Board, excluding Directors being evaluated. Independent
Directors were evaluated based on parameters, such as, qualifications, experience,
knowledge and competence.
The performance evaluation of Chairman, Executive and Non-Executive Directors were
carried out by the Independent Directors who also reviewed the performance of the Board as
a whole in their meeting held on February 7, 2023.
The Directors expressed their satisfaction with the evaluation process. Performance
evaluation of the Board, its various Committees and directors including Independent
Directors was found satisfactory.
19. DEPOSITS
The Company has not invited/ accepted any deposits from the public during the year
ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.
DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT
Since the Company has not accepted any deposits during the financial year ended on
March 31, 2023, there has been no non-compliance with the requirements of the Act.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
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 C.
21. ANNUAL RETURN
The Annual Return of the Company in Form MGT-7 as provided under Section 92 of
the Act is available on the website of the Company at https://www.
yashoindustries.com/uploads/7/9/4/9/7949862/ annual_return_2022-23.pdf
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors has adopted a policy on related party transactions. As per the
Policy on related party transactions, all transactions with related parties were reviewed
and approved by the Audit Committee. Omnibus approval was obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's length basis. A statement giving details of all related party transactions
entered pursuant to omnibus approval so granted is placed before the Audit Committee on a
quarterly basis for its review. The Policy on Related Party Transactions is available on
the website of the company at https://www.yashoindustries.com/
uploads/7/9/4/9/7949862/materiality_of_related_ party_transactions_policy_-110622.pdf
The objective of the policy is to ensure proper approval, disclosure and reporting of
transactions that are or may be executed by and between the Company and any of its related
parties. The related party transactions are as mentioned in notes to accounts which sets
out the related party transactions disclosures pursuant to IND AS-24. All the
transactions/contracts/arrangements, falling within the purview of provisions of section
188 of the Act, entered by the Company with related parties during the year under review
are in ordinary course of business and an arm's length has been maintained in the
transaction. The Company has not entered into any new material contract or arrangement
with related parties during the year under review. Therefore, there is no requirement to
report any transaction in Form AOC-2 in terms of Section 188 and 134 of the Act,
read with Rule 8 of the Companies (Accounts) Rule, 2014.
23. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a CSR Committee in accordance with Section 135 of the Act.
CSR activities at your Company are in line with the provisions of section 135 read with
schedule VII to the act. As a part of its initiative under the "Corporate Social
Responsibility" (CSR) drive, the Company has focused in the areas of education,
preventive health care and Rural Development. These projects are in accordance with
Schedule VII of the Act and the Company's CSR policy. The Report on CSR activities as
required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as Annexure D and forms an integral part of this Report.
The CSR policy is available on the website of the Company at
https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/csr_policy.pdf
24. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this
Report.
25. NUMBER OF MEETING OF THE BOARD
The Board meetings are pre-scheduled well in advance to help Director's to plan their
schedules and ensure meaningful participation. However, if the need arise in case of
special and urgent business, the Board's approval is obtained by passing resolutions
through circulation, as permitted by law, which are confirmed in the subsequent Board
meeting. The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board meetings.
The Board met Four (4) times during the year under review. The details of the number of
meetings of the Board held during the Financial Year 2022-23 and the attendance therein
forms part of the Report on Corporate Governance.
26. DIRECTORS' RESPONSIBILITY STATEMENT
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 financial year ended March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii. 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 as at March 31, 2023 and of the profit
and loss of the company for that period;
iii. 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;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors, had 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 had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
27. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178
The Company has in place a policy for remuneration of Directors and KMP as well as a
well-defined criterion for the selection of candidates for appointment to the said
positions, which has been approved by the Board. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of remuneration to the Executive and
Non-Executive Directors (by way of sitting fees and commission) and KMP.
The criteria for the selection of candidates for the above positions cover various
factors and attributes, which are considered by the Nomination & Remuneration
Committee and the Board of Directors while selecting candidates. The policy on
remuneration of Directors and KMP is available at the website of the Company and can be
accessed at
https://www.yashoindustries.com/uploads/7/9/4/9/7949862/nomination_and_remuneration_policy-new.pdf
The Board of Directors of the Company also formulated and adopted the policy on the
'Diversity of the Board'. The details of the same are available at the website of the
Company and can be accessed at https://www.
yashoindustries.com/uploads/7/9/4/9/7949862/board_ diversity_policy-new.pdf
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY
To oversee and review the Vigil Mechanism/ whistle-blower function established by the
Company to report the genuine concerns against the suspected or confirmed fraudulent
activities, allegations of corruption, violation of the Company's Code of Conduct. The
Company will provide adequate safeguards against victimisation of persons who use this
mechanism. Such persons shall have direct access to the Chairman of the Audit Committee
when appropriate. During the year under review, no complaints were received under the
Whistle Blower Policy.
The Whistle Blower Policy has been posted on the website of the Company at
https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/vigil_mechanism_policy.pdf
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the Notes to the Financial Statements.
30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
TheCompany'sinternalcontrolsystemsarecommensurate with the nature of its business, and
the size and complexity of its operations and such internal financial controls concerning
the Financial Statements are adequate.
Further, Statutory Auditors in its report expressed an unmodified opinion on the
adequacy and operating effectiveness of the Company's internal financial controls.
31. RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk management is a structured approach to manage
uncertainty. The Company has duly approved a Risk Management Policy. The objective of this
Policy is to have a well-defined approach to risk. The policy lays down broad guidelines
for timely identification, assessment, and prioritization of risks affecting the Company
in the short and foreseeable future. The Policy suggests framing an appropriate response
action for the key risks identified, so as to make sure that risks are adequately
addressed or mitigated. Risk Management Policy is available on the website of the Company
at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/risk_management_policy-
new.pdf
Further, The Company has developed and implemented a risk management plan and in the
opinion of the Board of Directors, no risks have been identified which may threaten the
existence of the Company. Your Company continuously monitors business and operational
risks. All key functions and divisions are independently responsible to monitor risks
associated within their respective areas of operations such as finance & taxation,
regulatory & compliance, insurance, legal and other issues like cyber security, data
privacy, health, safety and environment.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
During the year, no complaint was received by the Company.
33. SECRETARIAL STANDARDS
During the year under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations is provided in a separate section and forms an
integral part of this Report.
35. CREDIT RATINGS
The following ratings have been reaffirmed / assigned to the Company for its Bank
facilities:
| Instrument Type |
Maturity Date |
Size of Issue (' in Million) |
Rating/Outlook |
Rating Action |
| Issuer rating |
|
|
IND BBB+/Stable |
Affirmed |
| Term loan |
March 2027 |
' 324.3 |
IND BBB+/Stable |
Affirmed |
| Fund-based limits |
|
' 1,400 |
IND BBB+/Stable/IND A2+ |
Affirmed |
| Non-find-based limits |
|
' 505 |
IND A2+ |
Affirmed |
| Term loan |
March 2031 |
' 2,400 |
IND BBB+/Stable |
Assigned |
| Fund-based limits |
|
' 300 |
IND BBB+/Stable/IND A2+ |
Assigned |
| Non-fund-based limits |
|
' 200 |
IND A2+ |
Assigned |
Above ratings are given for the FY 2021-22, Company have not received rating for F.Y.
2022-23.
36. REPORT ON CORPORATE GOVERNANCE
As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on Report on Corporate Governance
practices followed by the Company, together with a certificate received from the
Practicing Company Secretaries confirming compliance is annexed as Annexure F.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required by Regulation 34(2)
of the Listing Regulations is annexed as Annexure G and forms an integral part of
this Report.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the Financial Year 2022-23, there was no application made and proceeding
initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against
your company under the Insolvency and Bankruptcy Code, 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the Financial Year 2022-23, the Company has not made any onetime settlement with
any Bank or Financial Institutions.
40. OTHER DISCLOSURE
During the Financial Year under review:
a) The Company has not issued Equity Shares with differential rights as to dividend,
voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made
thereunder.
b) The Company has not issued any Sweat Equity Shares to its Directors or employees.
c) No Director of the Company is in receipt of any remuneration or commission from its
subsidiaries.
d) There was no revision of financial statements
e) The Company has not made any provisions of money or has not provided any loan to the
employees of the Company for purchase of shares of the Company, pursuant to the provisions
of Section 67 of the Act and Rules made thereunder.
f) The Company's securities were not suspended.
41. CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion and Analysis
describing the Company's objectives, expectations or predictions, 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, and other business policies, changes in government regulations and tax laws,
overall economic growth rate etc., economic developments within India and the countries
within which the Company conducts business etc.
42. ACKNOWLEDGMENTS
Your Directors wish to place on record sincere gratitude and appreciation, for the
contribution made by the employees at all levels for their hard work, support, dedication
towards the Company.
Your Directors thank the Government of India and the Government of Gujarat and
Maharashtra for their co-operation and appreciate the relaxations provided by various
Regulatory bodies to facilitate ease in compliance with provisions of law.
Your Directors also wish to thank employees, customers, business associates, suppliers,
investors and bankers for their continued support and faith reposed in the Company.
For Yasho Industries Limited
| Place: Mumbai |
Vinod Harilal Jhaveri (Chairman & Executive
Director) |
| Date: May 02, 2023 |
DIN: 01655692 |
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