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XPRO India Ltd

BSE Code : 590013 | NSE Symbol : XPROINDIA | ISIN:INE445C01015| SECTOR : Plastic products |

NSE BSE
 
SMC up arrow

689.30

1.35 (0.20%) Volume 20980

27-Sep-2022 EOD

Prev. Close

687.95

Open Price

705.00

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

689.30(20)

 

Today’s High/Low 711.05 - 657.95

52 wk High/Low 1,113.34 - 312.00

Key Stats

MARKET CAP (RS CR) 1223.32
P/E 20.93
BOOK VALUE (RS) 75.9186806
DIV (%) 20
MARKET LOT 1
EPS (TTM) 32.98
PRICE/BOOK 9.09328237192784
DIV YIELD.(%) 0.19
FACE VALUE (RS) 10
DELIVERABLES (%) 62.93
4

News & Announcements

22-Sep-2022

XPRO India Ltd - Compliances-Reg. 39 (3) - Details of Loss of Certificate / Duplicate Certificate

21-Sep-2022

XPRO India Ltd - Disclosures Of Information Under Regulation 30

17-Sep-2022

XPRO India Ltd - Compliances-Reg. 39 (3) - Details of Loss of Certificate / Duplicate Certificate

16-Sep-2022

XPRO India Ltd - Compliances-Reg. 39 (3) - Details of Loss of Certificate / Duplicate Certificate

12-Aug-2022

XPRO India receives upgrade in LT credit ratings

23-Jul-2022

XPRO India to table results

06-Jul-2022

Board of XPRO India allots 59.06 lakh bonus equity shares

27-May-2022

XPRO India schedules AGM

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Aadi Industries Ltd 530027
ABCO Plastics Ltd 526699
Ahimsa Industries Ltd 532594 AHIMSA
Anka India Ltd 531673
Apollo Pipes Ltd 531761 APOLLOPIPE
Apt Packaging Ltd 506979
Aravali (India) Ltd 530473
Arcee Industries Ltd 520121
Arihant Thermoware Ltd 526564
Arrow Greentech Ltd 516064 ARROWGREEN
Arvind International Ltd 524760
Ashish Polyplast Ltd 530429
Astral Ltd 532830 ASTRAL
Avro India Ltd 543512 AVROIND
AVSL Industries Ltd 538373 AVSL
Axel Polymers Ltd 513642
Beardsell Ltd 539447 BEARDSELL
Bharat Pipes & Fittings Ltd 513028 BHARATPIPE
Bhor Industries Ltd 523808 BHORIND
Biopac India Corporation Ltd 532330
Bisil Plast Ltd 531671
Bonanza Biotech Ltd 532027
Bright Brothers Ltd 526731 BRIGHTBROS
Caprihans India Ltd 509486 CAPRIHANS
Captain Pipes Ltd 538817
Captain Polyplast Ltd 536974
Clara Industries Ltd 543435
Cool Caps Industries Ltd 535441 COOLCAPS
D K Chemo-Plast Ltd 523612
Deep Polymers Ltd 541778
Dhabriya Polywood Ltd 538715
Dutron Polymers Ltd 517437
Eon Polymers Ltd 40295
Fancy Fittings Ltd 40314
Fenoplast Ltd 526689
Finolex Industries Ltd 500940 FINPIPE
Fusion Polymers Ltd 514108
G M Polyplast Ltd 543239
Good Value Irrigation Ltd 531997
Gujarat Chemi Plasto Ltd 524776
Gujarat Petrosynthese Ltd 506858
Gujarat Pipes Ltd 517445
Gummadi Industries Ltd 531243
Gwalior Polypipes Ltd 506987
Hans Polyurethanes Ltd 526327
Hansaflon Plasto Chem Ltd 526079
Indian Plastics Ltd 40073
Innocorp Ltd 531929
Innovative Tech Pack Ltd 523840
Integrated Thermoplastics Ltd 530921
J K Leatherite Ltd 519388
Jai Corp Ltd 512237 JAICORPLTD
Jain Irrigation Systems Ltd 500219 JISLJALEQS
Jain Irrigation Systems Ltd-DVR 570004 JISLDVREQS
Jain Plastics & Chemicals Ltd (Merged) 526769 JAINPLAST
Jasch Industries Ltd 500220 JASCHIND
Jauss Polymers Ltd 526001
Jay Vinyls Ltd 514424
Jayavant Products Ltd 531382
Jolly Plastic Industries Ltd 507968
Jyoti Poly Vinyl Ltd 531623
Kanoria Plaschem Ltd 530847
Kemrock Industries & Exports Ltd 526015 KEMROCK
Kingfa Science & Technology (India) Ltd 524019 KINGFA
Kisan Mouldings Ltd 530145
KKalpana Industries (India) Ltd 526409
KPR Teleproducts Ltd 531258
Kriti Industries (India) Ltd 526423 KRITI
Kshitij Polyline Ltd 535114 KSHITIJPOL
Kunststoffe Industries Ltd 523594
Lalit Polymers & Electronics Ltd 524250
Machino Plastics Ltd 523248
Mahindra EPC Irrigation Ltd 523754 MAHEPC
Marvel Vinyls Ltd 531394
Mayur Uniquoters Ltd 522249 MAYURUNIQ
Mazda Enterprises Ltd 523172
MB Industries Ltd 526863
Mega Flex Plastics Ltd 535472 MEGAFLEX
Mitsu Chem Plast Ltd 540078
Mold-Tek Packaging Ltd 533080 MOLDTKPAC
Mold-Tek Packaging Ltd Partly Paidup 890151 MOLDTEKPP
Movilex Irrigation Ltd 526411
MPL Plastics Ltd 526143 MILTONPLAS
MSL Industries Ltd 513242 MSLIND
Multibase India Ltd 526169
Narmada Macplast Drip Irrigation Systems Ltd 517431
National Flask Industries Ltd 531903
National Plastic Industries Ltd 526616
National Plastic Technologies Ltd 531287
Naval Technoplast Industries Ltd 532014
Nilkamal Ltd 523385 NILKAMAL
Niraj Ispat Industries Ltd 538386 NIRAJISPAT
Noble Polymers Ltd 539200
Nova Pumech Ltd 526303
OK Play India Ltd 526415
Osian Industries Ltd 531617
Padmanabh Alloys & Polymers Ltd 531779
Padmini Technologies Ltd 500321 PADMINPOLY
Paramani Replast Ltd 40249
Pasumai Irrigations Ltd 524616
Pearl Polymers Ltd 523260 PEARLPOLY
Pet Plastics Ltd 524046
Pil Italica Lifestyle Ltd 500327 PILITA
Polycon International Ltd 531397
Polylink Polymers (India) Ltd 531454
Polymac Thermoformers Ltd 537573
Prakash Pipes Ltd 542684 PPL
Premier Polyfilm Ltd 514354 PREMIERPOL
Premier Vinyl Flooring Ltd 500334 PREMVINYL
Prima Plastics Ltd 530589
Prime Petro Products Ltd 524252
Prince Pipes & Fittings Ltd 542907 PRINCEPIPE
R M Drip & Sprinklers Systems Ltd 535010 RMDRIP
Raj Irrigation Pipes & Fittings Ltd 513406
Rajasthan Polyvin Tubes Ltd 500351
Rajshri Forex Ltd (Merged) 526395
Rasuvishi Plastic Ltd 40221
Responsive Industries Ltd 505509 RESPONIND
Rikvin Floors Ltd 523365
Roplas India Ltd 509854
Royal Cushion Vinyl Products Ltd 526193 ROYALCUSHN
Rungta Irrigation Ltd 530449
Saket Extrusions Ltd 526527
Sanco Industries Ltd 532120 SANCO
Shaily Engineering Plastics Ltd 501423 SHAILY
Shish Industries Ltd 540693
Shivalik Agro-Poly Products Ltd 40407
Shri Khodiyar Industries Ltd 531401
Shyam Vinyls Ltd 523297
Sintex Plastics Technology Ltd 540653 SPTL
Skip Plastics Ltd 532043
SMVD Poly Pack Ltd 535038 SMVD
Sri KPR Industries Ltd 514442
SRPL Ltd 531174
Supreme Industries Ltd 509930 SUPREMEIND
Suryodaya Plastics Ltd 530753
Tainwala Chemicals & Plastics (India) Ltd 507785 TAINWALCHM
Technology Plastics Ltd 526459
Texmo Pipes & Products Ltd 533164 TEXMOPIPES
Tijaria Polypipes Ltd 533629 TIJARIA
Time Technoplast Ltd 532856 TIMETECHNO
Tirth Plastic Ltd 526675
Tokyo Plast International Ltd 500418 TOKYOPLAST
Tulsi Extrusions Ltd 532948 TULSI
Union Quality Plastics Ltd 526799
Uniplas India Ltd 500428 UNIPLAS
Uniroll Leather India Ltd 514384
VHCL Industries Ltd 522233
VHCL Industries Ltd(merged) 40379
Vikas Ecotech Ltd 530961 VIKASECO
Vikas Ecotech Ltd Partly Paidup 890162 VECOPP
Vinayak Polycon International Ltd 534639
Vinyoflex Ltd 530401
Vishal Chairs Ltd 526502
Wim Plast Ltd 526586 WIMPLAST
Yuvraaj Hygiene Products Ltd 531663

Share Holding

Category No. of shares Percentage
Total Foreign 333271 2.82
Total Institutions 10260 0.09
Total Govt Holding 5200 0.04
Total Non Promoter Corporate Holding 380631 3.22
Total Promoters 5909286 50.02
Total Public & others 5174852 43.81
Total 11813500 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About XPRO India Ltd

Xpro India Ltd is a diversified multi-divisional, multi-locational company with a strong commitment to the polymer processing industry. The company forms an integral part of India's largest and most reputed Industrial House with a global presence in manufacturing and trading activities - the BIRLA Group, a conglomerate comprising of many divisions, each consisting of a number of publicly-listed companies and headed by a member of the Birla Family. Xpro India Ltd was incorporated in the year 1997. The company is engaged in the polymers processing business primarily in India. They operate in three divisions namely, Biax, Coex, and Thermoset. Biax division manufactures a range of coextruded biaxially oriented polypropylene (BOPP) films on sophisticated, automated production lines having multipurpose use ranging from food packaging to films for use in electronics. Coex division manufactures coextruded sheets, thermoformed refrigerator lines and cast films. Thermoset division is a manufacturer of phenol formaldehyde and melamine formaldehyde besides phenolic resins. During the year 2002-03, the company increased the production capacity of Thermoplastic Films/ Sheets/ Liners by 1,500 MT to 18,600 MT. They also increased the production capacity of Thermosetting Powders & Synthetic Resins by 186 MT to 4,450 MT. During the year 2003-04, the company further increased the production capacity of Thermoplastic Films/ Sheets/ Liners by 2,500 MT to 21,100 MT. In September 29, 2003, the company acquired a running BOPP firm plant located in Pithampur (MP) and synergized the plant with the existing business of Biax Division and the unit was named 'Unit II' of Biax division. Also, they sold the 100% EOU for Cotton Yarn located at Solapur with effect from October 21, 2003. During the year 2004-05, the company entered into a joint venture agreement with 'Rani Group' and established a company namely Terxpro Films Pvt Ltd for the development, production and marketing of specialized base and metallised film for capacitors. Also, the company transferred the Biax Division - Unit II at Pithampur, to the joint venture company, for their subsequent modification and conversion into a capacitor films manufacturing plant, with effect from January 19, 2005. During the year 2005-06, the company increased the production capacity of Thermosetting Powders & Synthetic Resins by 1,000 MT to 5,450 MT. In March 2006, they completed the first phase of Thermoset materials plant at Ranjangaon (near Pune) and commenced commercial production. During the year 2006-07, they further increased the production capacity of Thermosetting Powders & Synthetic Resins by 3,800 MT to 9,250 MT. During the year 2007-08, the company increased the production capacity of Thermoplastic Films/ Sheets/ Liners by 6,500 Mt to 27,600 MT. Also, the joint venture company, Terxpro Films Pvt Ltd established a production facilities for BOPP Capacitor Film. During the year 2008-09, the company acquired the entire shareholding of the joint venture company, namely Terxpro Films Pvt Ltd, as the joint venture incurred significant losses. As a result, Terxpro Films Pvt Ltd became a wholly owned subsidiary of the company. In January 27, 2010, the company commenced commercial production in the second thermoforming line at Ranjangaon Unit. In March 22, 2010, they commenced commercial production in new Co-extruded Sheet Line at Coex Division, Ranjangaon. Also, they enhanced the capacity for Synthetic Resins and Moulding Powders at Thermosets Division, Ranjangaon.

XPRO India Ltd Chairman Speech

XPRO India Ltd Company History

Xpro India Ltd is a diversified multi-divisional, multi-locational company with a strong commitment to the polymer processing industry. The company forms an integral part of India's largest and most reputed Industrial House with a global presence in manufacturing and trading activities - the BIRLA Group, a conglomerate comprising of many divisions, each consisting of a number of publicly-listed companies and headed by a member of the Birla Family. Xpro India Ltd was incorporated in the year 1997. The company is engaged in the polymers processing business primarily in India. They operate in three divisions namely, Biax, Coex, and Thermoset. Biax division manufactures a range of coextruded biaxially oriented polypropylene (BOPP) films on sophisticated, automated production lines having multipurpose use ranging from food packaging to films for use in electronics. Coex division manufactures coextruded sheets, thermoformed refrigerator lines and cast films. Thermoset division is a manufacturer of phenol formaldehyde and melamine formaldehyde besides phenolic resins. During the year 2002-03, the company increased the production capacity of Thermoplastic Films/ Sheets/ Liners by 1,500 MT to 18,600 MT. They also increased the production capacity of Thermosetting Powders & Synthetic Resins by 186 MT to 4,450 MT. During the year 2003-04, the company further increased the production capacity of Thermoplastic Films/ Sheets/ Liners by 2,500 MT to 21,100 MT. In September 29, 2003, the company acquired a running BOPP firm plant located in Pithampur (MP) and synergized the plant with the existing business of Biax Division and the unit was named 'Unit II' of Biax division. Also, they sold the 100% EOU for Cotton Yarn located at Solapur with effect from October 21, 2003. During the year 2004-05, the company entered into a joint venture agreement with 'Rani Group' and established a company namely Terxpro Films Pvt Ltd for the development, production and marketing of specialized base and metallised film for capacitors. Also, the company transferred the Biax Division - Unit II at Pithampur, to the joint venture company, for their subsequent modification and conversion into a capacitor films manufacturing plant, with effect from January 19, 2005. During the year 2005-06, the company increased the production capacity of Thermosetting Powders & Synthetic Resins by 1,000 MT to 5,450 MT. In March 2006, they completed the first phase of Thermoset materials plant at Ranjangaon (near Pune) and commenced commercial production. During the year 2006-07, they further increased the production capacity of Thermosetting Powders & Synthetic Resins by 3,800 MT to 9,250 MT. During the year 2007-08, the company increased the production capacity of Thermoplastic Films/ Sheets/ Liners by 6,500 Mt to 27,600 MT. Also, the joint venture company, Terxpro Films Pvt Ltd established a production facilities for BOPP Capacitor Film. During the year 2008-09, the company acquired the entire shareholding of the joint venture company, namely Terxpro Films Pvt Ltd, as the joint venture incurred significant losses. As a result, Terxpro Films Pvt Ltd became a wholly owned subsidiary of the company. In January 27, 2010, the company commenced commercial production in the second thermoforming line at Ranjangaon Unit. In March 22, 2010, they commenced commercial production in new Co-extruded Sheet Line at Coex Division, Ranjangaon. Also, they enhanced the capacity for Synthetic Resins and Moulding Powders at Thermosets Division, Ranjangaon.

XPRO India Ltd Directors Reports

We present herewith our Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2022.

FINANCIAL RESULTS & SHARE CAPITAL

(Amounts in INR lacs)

FY 2022 FY 2021
Operations for the year resulted in a Profit before Interest and Depreciation (PBIDT) of 6566.20 4247.60
less: Interest & other finance costs 1300.72 1653.26
Profit before Depreciation and Tax (PBDT) 5265.48 2594.34
less: Depreciation 1206.81 1239.69
Profit Before Tax (PBT) 4058.67 1354.65
less: Exceptional items (net) - ( 51.00 )
less: MAT credit for earlier years written off - ( 533.58 )
add: Tax adjustment for earlier years ( 20.12 ) 20.93
add: Deferred Tax asset 454.52 -
Profit after Tax (PAT) 4493.07 791.00
add : Other comprehensive income ( 28.53 ) ( 39.55 )
add : Surplus brought forward 590.01 ( 161.44 )
Balance available for appropriation 5054.55 590.01
Which is appropriated as :
- Surplus carried forward 5054.55 590.01

These results signify - in essence - steady operations, sustained market opportunities for our technically robust product offerings, and the strategic initiatives over the past few years. It is gratifying that these results were achieved, and the tempo of the previous year's second-half was maintained, in the face of uncertainties due to the pandemic and global economic conditions. Going forward, while one may reasonably expect the momentum in our markets to continue, in the prevailing macro-environment sudden volume and/ or margin hiccups or other disruptions cannot be ruled out.

During the year the Company, upon shareholder approval and receipt of subscription amounts, allotted on a preferential basis 19,68,000 Convertible Warrants to (a) Central India General Agents Limited (2,62,000 warrants) and Janardhan Trading Co. Limited (66,000 warrants) - both members of the promoter group; and (b) Malabar India Fund Limited ("Malabar"), a category I foreign portfolio investor (non-promoter, public) (16,40,000 warrants) at an issue price ("warrant exercise price") of Rs.762 per warrant, including a premium of Rs.752 each. 25% of the warrant exercise price was payable for allotment (Rs.37.49 crores) and the balance 75% is payable at the warrant holder's option within 18 months and each warrant upon being fully paid-up shall be entitled for conversion into 1 equity share of face value Rs.10 each. Proceeds from the issue would aggregate to Rs.149.96 crores on full conversion, including the allotment amount already received as above. Proceeds from the issue are being fully utilized for purposes stated in the offer letter. The Board welcomes Malabar's association as a worthy stakeholder in the Company's future.

The Directors having considered the relevant factors in the Dividend Distribution Policy are pleased to recommend for shareholders' approval a Dividend of Rs.2.00 per equity share (subject to tax) for the financial year ended March 31, 2022. This declaration is compliant with the said policy.

Further, having carefully reviewed the capital resource base (capital & reserves) and various other relevant factors, the Board recommends for approval by shareholders the issue and allotment of Bonus shares by capitalization of appropriate reserves and surplus, in the ratio of 1 equity share for every 2 equity shares. Equity Capital shall expand from Rs 11.81 crores to Rs 17.72 crores as a consequence. All holders of Warrants shall also receive Bonus shares in the same ratio on the equity shares allotted to them, after such allotment; assuming full conversion of Warrants into equity shares, the final Equity Capital would stand at Rs.20.67 crores, latest by July 2023.

REVIEW OF KEY BUSINESS MATTERS

Against a backdrop of slowing economic growth over 2018-20, which was then magnified by the Covid/lockdown shocks, macroeconomic management and stimulating broad-based recovery are major domestic challenges. The global economic environment and outlook are both uncertain as nations grapple with slower growth, increased inflation, covid-induced disruptions in China, the Ukrainian situation with its fallout on Europe and global supply chains, and a declining capital flow to developing economies.

Reserve Bank of India, IMF and various institutions essentially accept that the global economy stands at a tough juncture. Inflation is entrenched across economies and most risks tilted downside. Many people's income levels have reduced while income and wealth inequality has clearly gone up; this also affects demand across many sectors. How all these factors will play out in socio-economic and policy terms cannot be forecast. Nevertheless, one hopes that discretionary consumption in India will grow and stabilize at higher levels. Private investment can revive only thereafter; in reality it seems likely that meaningful investment-led growth still has some time to materialize.

The domestic corporate sector has performed well though growth and earnings were led by select sectors and companies, even as many others - particularly many smaller enterprises - struggled with liquidity concerns, higher input costs, lower margins and indifferent markets. Going forward, the ability to set pricing and maintain volumes will be a key factor in cash generating ability; niche or specialized manufacturing companies will probably be better placed in this regard.

The Company's operational performance in FY 21-22 has delivered resilient cash generation. Market capitalization also rose steadily over the period - evidencing keen investor interest. We believe, notwithstanding the covid-led disruptions, the 15-18 month period (including the FY 20-21 post-lockdown period) vouches for our strategic direction and sets new benchmarks for operating and financial parameters that can be reasonably expected under steady conditions.

Aggregate production volumes rose marginally to 29,508 MT (28,478 MT), while sales value of the product and value- add mix grew by over 26% to Rs.471.72 crores (Rs.373.35 crores). Exports were substantially higher at Rs.22.62 crores (Rs.9.55 crores). Operating PBIDT was higher at Rs.65.66 crores (Rs.42.48 crores) while interest and financial costs were lower at Rs.13.00 crores (Rs.16.53 crores). Profit after Depreciation was Rs.40.59 crores (Rs.13.55 crores) and the overall debt was brought down by Rs.45.87 crores (Rs.33.74 crores) including by prepayment of some domestic loans.

The dielectric film line (Biax Division - Unit II at Barjora) has delivered healthy volumes on production and sales buildup. This unit remains the sole Indian manufacturer of high-quality dielectric BOPP films, with its own development capabilities, that has established itself in the market competing with imports from multiple suppliers in China (price-led), Japan, South Korea and Europe (perceived quality-led). Exports to USA and Germany also continued well in the midst of the pandemic and shipping uncertainties. Excitement and growth in EV (electrical vehicles) segment can also augur well for the range of the Company's competencies and dielectric products.

Consumer durables, including refrigerators (the significant client base for Coex Division at Ranjangaon and Greater Noida) achieved subdued growth. A quick recovery from the pandemic-driven demand restraint was tempered in the last quarter by uncertainties arising from resurgence of covid, and inflationary trends. Aggressive competition in the end- product markets does force our OEM customers to moderate the value-addition afforded to the suppliers. However, in coming periods one expects renewed demand for consumer durables. The Company continues to be the leading supplier of sheets and liners for white goods of most leading brands. The white goods industry hold good and long-term potential and therefore continues to attract global players.

Though we remain open to all practical opportunities to grow, our preferred approach to increasing business value is via investing in organic growth and enhancing our product value-additions. The Company intends to maintain a leadership position and increase market share in its product niches, building on its manufacturing facilities & skills, development, marketing & export competency, and healthy relationships with customers and suppliers. It is equally important for us to point out that the technical excellence and superior customer service levels have come about due to diligent application of mind and sustained organizational efforts at all levels - not via external or collaboration connects. This homegrown perspective inspires a sense of great pride in our Indian-centric self-sufficiency resulting from our team's enterprise.

During the year we announced the intention to opt for material capacity expansion by adding new manufacturing lines for dielectric and other technologically superior grades of biaxially oriented polypropylene film. This would again be the largest investment initiative undertaken by the Company. The first phase would aim to double capacity at the existing facility at Barjora, to be followed by a second phase either at Barjora or another appropriate location. Such phases could probably span over at least the next 2 - 4 years taking into account long equipment delivery periods - which incidentally is the critical-path activity for this investment. This initiative should help consolidate our domestic first-mover advantage in this high-tech segment, and the position as a quality value-add producer, so as to achieve a globally worthy standing in supplying state-of-the-art dielectric film products and intelligent solutions. Additionally, expansion in the Coex division requires a much shorter timeline and will be rationally linked to its related market trends.

Shareholders had approved in FY 2019-20 the sale, transfer or disposal otherwise of Unit I at Barjora (manufacturing packaging grade BOPP films). Certain necessary approvals from West Bengal Government relating to sale/transfer were received only during the year. Transfer of business awaits certain closures at the acquirer's end, but payment has been received in full; the relevant assets are classified as "held for sale". The transaction is expected to formally conclude in the current year. In the meanwhile, as a transitory arrangement, we continue toll manufacturing at this unit on account of the acquirer.

Operations of the subsidiary company Xpro Global Limited remain insignificant, with trading activities suspended during the year while management seeks trading opportunities for future.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Smt. Madhushree Birla retires by rotation at the ensuing Annual General Meeting. Being eligible, she offers herself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013.

Ms Suhana Murshed was appointed as a Non-Executive Independent Director at the last Annual General Meeting held on August 10, 2021, for a term of five years.

The Board of Directors, on recommendation of the Remuneration and Nomination Committee, appointed as Additional Directors, Sri K Balakrishnan in the capacity of a Non-Executive Independent Director to hold office for a term of five years with effect from May 25, 2022, and Sri Bharat Jhaver as a Non-Executive Non-Independent Director liable to retire by rotation, both subject to approval of shareholders at the ensuing Annual General Meeting.

During the year, six Board Meetings were convened and held as per details in the annexed Corporate Governance Report. The Independent Directors met separately on February 4, 2022 as required.

STATUTORY AND OTHER MATTERS

Information as per the requirements of the Companies Act, 2013 ("the Act"), our report on Corporate Governance and the Managements' Discussion & Analysis Report form a part of this Report and are annexed hereto.

The Annual Return (Form MGT-7) is available on the Company's website at www.xproindia.com/annual-reports.html and information on conservation of energy, technology absorption & foreign exchange earnings and outgo is furnished in annexure hereto.

The Board has, on recommendation of the Remuneration and Nomination Committee, framed a policy for appointment and remuneration of Directors and Senior Managerial Personnel and criteria for determining independence and relevant matters (policy and criteria are annexed; policy also available at www.xproindia.com/Codes/XILPolicyRemuneration.pdf. Pursuant to the provisions of the Act and SEBI Listing Regulations, 2015, the Board carried out annual evaluation of its performance, and individually for directors (including independent) as well as the evaluation of its Audit, Remuneration and Nomination, and Stakeholders Relationship Committees. The concerned Director does not participate in a meeting while he/she is being evaluated. A questionnaire was circulated to all Directors. The Remuneration and Nomination Committee also evaluated the performance aspects of every Director. The evaluation of the Chairman and of the nonindependent Directors was also carried out at the separate meeting of Independent Directors.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation 16(1)(c) of the SEBI Listing Regulations, 2015 (available at www.xproindia.com/Codes/XILPolMatSubs.pdf). The Company has one wholly owned subsidiary viz. Xpro Global Limited. Performance and financial position of the said subsidiary is annexed herewith in Form AOC-1 as required.

The Company has constituted a Risk Management Committee of the Board to, inter alia, review business risks with the responsibility of implementing and monitoring the Risk Management Policy on a periodic basis. The main objective of such policy is 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 and processes. The Board is informed about the identified risks, assessment thereof and minimization procedures and identification of risk elements which in the opinion of the Committee may threaten existence of the Company.

The Company has an internal control system commensurate with its size of operations. The internal audit function is carried out by external agencies which report to the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems is also evaluated and all corrective actions are taken, based on the reports or whenever merited.

The Company has not granted any loan or issued any guarantee or made any investment to which the provisions of Section 186 of the Act apply. The Company does not invite or accept any Fixed Deposits and accordingly there are none outstanding as on March 31, 2022.

Transactions with related parties during the year were in the ordinary course of business and on arm's length basis. There are no material related party transactions entered into by the Company which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under provisions of the Act and Regulation 23 of SEBI Listing Regulations, 2015, all proposed Related Party Transactions are placed before the Audit Committee for approval or for omnibus approval as necessary and a statement of all such transactions is also placed for review. The policy on Related Party Transactions is uploaded on the website www.xproindia.com/Codes/XILPolRelPartyTrans.pdf. The Audit Committee is compliant with Section 177 of the Act and Regulation 18 of SEBI Listing Regulations, 2015; details are in our Corporate Governance Report. There was no instance during the year where the Board did not accept any recommendation of the Audit Committee.

There are no significant and material orders passed by any Regulators/Courts/Tribunals which impact the going concern status of the Company and its future operations.

The Company has a vigil mechanism for directors and employees to report genuine concerns in accordance with the Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The said policy provides for safe guards through Protected Disclosures against victimization of persons who use such mechanism, and is displayed on the Company's website. The details of the whistle blower policy are also annexed herewith.

Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. A Committee is set up to look into complaints under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no related complaint was filed during the year, and none are pending.

The Company has constituted a Committee on Corporate Social Responsibility (CSR), in compliance with Section 135 of the Companies Act, 2013, details of which are furnished in the Corporate Governance Report. Steps have always been taken by the Company for education, social and inclusive development in its local areas, besides immediate humane response and support during the pandemic; however given the relatively small size of the units and their geographical spread, it has not been practical to yet undertake any significant projects beyond these. Your Company carries out CSR activities mainly through other implementing agencies or contribution to approved funds as the CSR Committee and the Board decide. The CSR Policy and the annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed herewith.

The Company is at present among the top 1000 listed entities based on market capitalization (as at March 31, 2022). Accordingly, a Dividend Distribution Policy, as required, was adopted by the Board and is available on the Company's web-site at www.xproindia.com/Codes/XILDivDistPolicy.pdf. A Business Responsibility Report as now required is also annexed herewith.

DIRECTORS' RESPONSIBILITY STATEMENT

As per Regulation 17(8) of SEBI Listing Regulations, 2015 the CEO and CFO certified the financial statements; which have been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 134(3)(c) of the Act, the Directors indicate that (i) in preparation of the annual accounts, applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the Directors selected such accounting policies and applied them consistently and made judgements 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 the year; (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.

AUDITORS' OBSERVATIONS

The observations of Statutory Auditors and Secretarial Auditors are routine and in the nature of general disclosures.

AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 20th Annual General Meeting held on September 5, 2017 to hold office for a term of five years until the conclusion of the 25th Annual General Meeting. Being eligible they have offered themselves for reappointment. As proposed by the Audit Committee and recommended by the Board of Directors, re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.001076N/N500013) is being proposed as the Statutory Auditors to hold office for a second and final term of 5 (Five) consecutive years from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting.

Pursuant to Section 204 of the Act, the Company appointed Sri Girish Bhatia, practicing Company Secretary, to undertake Secretarial Audit of the Company. The Report of Secretarial Auditors is annexed herewith.

Cost Audit for the year ended March 31, 2022 is being carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Firm Registration No. 00175). The Board, on recommendation by the Audit Committee, has appointed M/ s Sanghavi Randeria & Associates, Cost Accountants, Mumbai, to conduct the audit of the cost records of the Company for the year ending March 31, 2023. In terms of Section 148 (3) of the Act their remuneration is required to be approved at the forthcoming Annual General meeting.

ACKNOWLEDGEMENTS

Former Company Secretary, Sri S C Jain, who was also advising the Company post-retirement, demised suddenly in January 2022. The Board expresses its sincere condolences and recollects his dedicated services during his long tenure.

We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, all concerned Government and other authorities and Shareholders. Relations with employees were generally cordial. We particularly record our appreciation of the sincere and dedicated services made by all employees during what has been a trying period. We greatly appreciate the trust, faith and confidence of the Shareholders as reposed in the Company.

For and on behalf of the Board
New Delhi Sidharth Birla
May 25, 2022 Chairman

   

XPRO India Ltd Company Background

Sidharth BirlaC Bhaskar
Incorporation Year1997
Registered OfficeBarjoria-Mejia Road,P O Ghutgoria Tehsil Barjora
Bankura,West Bengal-722202
Telephone91-9775301701,Managing Director
Fax
Company SecretaryAmit Dhanuka
AuditorWalker Chandiok & Co LLP
Face Value10
Market Lot1
ListingBSE,Kolkata,MSEI ,NSE,
RegistrarMCS Share Transfer Agent Ltd
383 Lake Gardens ,1st Floor , ,Kolkata-700045

XPRO India Ltd Company Management

Director NameDirector DesignationYear
Sidharth Birla Chairman 2022
Madhushree Birla Director 2022
Utsav Parekh Independent Director 2022
S Ragothaman Independent Director 2022
C Bhaskar Managing Director & CEO 2022
Amitabha Guha Independent Director 2022
Ashok Kumar Jha Independent Director 2022
Amit Dhanuka Company Sec. & Compli. Officer 2022
K Balakrishnan Independent Director 2022
Bharat Jhaver Director 2022
Suhana Murshad Independent Director 2022

XPRO India Ltd Listing Information

XPRO India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 000351.479
Scrap Sales NA 0002.9367
Export Benefits NA 0000.4236
Adjustment NA 0000
Haryana Local Area Devep Tax NA 0000
Thermosetting Powders & ResinsMT 0000
Thermoplastic Films/Sheets MT 0000
Cotton Yarn MT 0000
Spindles-Cotton Yarn No 0000
VAT Subsidy NA 0000
Processing Charges NA 0000
Other Operating Revenue NA 0000
Others NA 0000

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