Borosil Renewables Ltd
Directors Reports
To
The Members
BOROSIL RENEWABLES LIMITED
Your directors have immense pleasure in presenting the 60th
(Sixtieth) Annual Report on the business and operations of the Company together with the
Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31, 2023.
FINANCIAL RESULTS
The CompanyRss financial performance (Standalone and Consolidated) for
the financial year 2022-23 is summarized below:
(Rs in Lakhs)
Particulars |
Standalone
Consolidated* |
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Revenue from Operations |
68,817.11 |
64,422.21 |
89,403.49 |
Other Income |
1,891.47 |
2,051.04 |
1,974.34 |
Profit for the year before
Finance Cost, Depreciation, Exceptional Items and Tax |
17,655.45 |
26,501.08 |
16,284.58 |
Less: Finance Cost |
742.78 |
280.11 |
779.19 |
Less: Depreciation and
Amortization Expenses |
4,998.12 |
4,244.84 |
5,401.29 |
Profit before Exceptional
Items and Tax |
11,914.55 |
21,976.13 |
10,104.10 |
Less: Exceptional Item |
- |
- |
- |
Profit Before Tax |
11,914.55 |
21,976.13 |
10,104.10 |
Less: Tax expenses |
3,060.16 |
5,391.29 |
3,040.42 |
Profit for the year |
8,854.39 |
16,584.84 |
7,063.68 |
Other Comprehensive Income |
(14.94) |
(29.61) |
6,058.40 |
Total Comprehensive Income for
the year |
8,839.45 |
16,555.23 |
13,122.08 |
*As the Company did not have any subsidiary / associate company during
the previous year, the corresponding figures for the previous year have not been given in
respect of the consolidated financial results.
The above figures are extracted from the Standalone and Consolidated
Financial Statements prepared in accordance with accounting principles generally accepted
in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“the
Act”) read with the Companies (Accounts) Rules, 2014, as amended and other relevant
provisions of the Act and guidelines issued by the Securities and Exchange Board of India.
The Financial Statements as stated above are available on the
CompanyRss website at http://borosilrenewables.com/Investor. html?q=AnnualReports
STATE OF AFFAIRS / REVIEW OF OPERATIONS
During the year under review, the Company achieved standalone revenue
of Rs 68,817.11 lakhs and EBITDA of Rs 17,655.45 lakhs. Although the revenue increased by
approximately 7% compared to the previous year, the EBITDA showed a decline of about 33%.
This decline can be attributed to lower selling prices in the domestic market and increase
in the cost of raw materials, energy and packing materials. Unfortunately, these increased
costs could not be passed on to customers due to prevailing market conditions.
The year witnessed a growth in volumes following the commissioning of
the third furnace and processing facilities in February, 2023. However, margins were
affected due to the decline in selling prices by Chinese exporters. Additionally, the
removal of Anti-dumping duty (ADD) on imports of Chinese glass from August 17, 2022, and a
significant drop in international freight costs made imports cheaper, forcing the Company
to adjust its selling prices.
It is worth noting that Chinese companies control a substantial 98%
share of solar glass production globally. The share of imports into India has risen from
65% in the previous year to an average of 85% in FY 2022-23. Selling prices in India
continue to follow the declining trend of landed price of imported glass. Chinese
producers have undertaken extensive expansions in anticipation of growth projections. They
are engaging in large-scale dumping of solar glass in India, which happens to be the next
biggest market globally. Chinese manufacturers often establish production facilities
outside China to circumvent measures such as Anti-dumping duties imposed on their exports
from China. This is evident from the fact that Chinese exports to India, post removal of
ADD in August 2022 contribute 70% of solar glass imported into India, up from about 10% at
the beginning of FY 2022-23. On the other hand, the share of
Malaysia, which still has a Countervailing Duty (CVD), has decreased.
Additionally, solar glass imports from Vietnam, which are not subject to any duties,
account for another 25% of total imports. This situation raises serious concern since the
solar glass production in these countries is heavily subsidized, and there are export
subsidies as well, enabling them to export at artificially low prices. It is ironic that
while all major components for making solar modules, including the modules themselves, are
subject to basic customs duty or anti-dumping duty, solar glass is allowed to be imported
into the country duty-free. Even though there is a Basic Customs Duty of 15% in place, its
levy is exempted by reason of two circulars for last 24 years, but this is slated to end
on March 31, 2024. The Company has been highlighting this anomaly to various government
authorities and urging them to end the exemption without any further delay. The Company
will also take appropriate steps under available trade remedies to safeguard the interests
of local solar glass production.
The cost of major inputs such as Soda Ash and Natural Gas has
experienced a sharp price increase during the year, significantly driving up the
production cost of solar glass across all producing countries including in India. The
geo-political situation caused by the conflict in Ukraine has further aggravated this
situation by causing oil and gas prices to rise to unprecedented levels. In contrast, the
selling prices of Chinese companies have actually declined, resulting in compressed
margins for the solar glass industry, including our Company. Although the Company has been
constantly implementing cost reduction measures in order to reduce the cost of production,
such measures have a limited scope to provide any cushion against significant decline in
selling prices. The decline in selling prices at a time when costs have increased so much
points to subsidization.
Export sales [excluding to customers in Special Economic Zone (SEZ)]
amounted to Rs 18,107.86 lakhs during the year under review, compared to Rs 12,011.14
lakhs in the previous year. Exports accounted for 26.31% of the CompanyRss revenues, with
impressive growth of 50.76%, in FY 2022-23.
As glass-glass modules gain popularity globally, there is a shift
towards using twice the quantity, albeit of a thinner glass. These modules enhance
productivity and cost effectiveness of solar projects compared to conventional modules
that use 3.2 mm thick glass on the top and a polymer back-sheet at the bottom. Glass-glass
modules provide increased reliability and extend the longevity of solar modules. When
these modules use bifacial cells, power generation can be enhanced up to 10-15%. The
demand for 2 mm glass in the photovoltaic solar market is growing in export markets and
gaining traction in the local market as well. The Company expects a significant increase
in the sale of 2 mm glass from the current financial year.
The solar cell space is witnessing a series of technological
advancements aimed at improving efficiency and reducing cost of power. The advent of
larger cell formats of higher efficiency has led to an increase in the size of modules and
thereby the demand for a larger glass. There is a swift transition towards these high
efficiency solar cells and large modules. The Company has successfully introduced the
required sizes and reached almost 50% of its production in such sizes, which is expected
to increase further.
The Company continues to leverage its engineering and development
capabilities to innovate new products and processes. It also maintains a strong focus on
cost optimization and increasing productivity to remain competitive against cheap dumped
imports.
Domestic manufacturing of solar modules has been increasing gradually
over the years and there has been a significant rise in capacity in the current year as a
result of various steps taken by the Government to promote domestic manufacturing:
1. A basic customs duty of 40% on import of modules and 25% on import
of solar cells have been levied from April 01, 2022.
2. A Production Linked Incentive (PLI) scheme, National Program on High
Efficiency Solar PV Modules, have been announced, under which additional production of
High-efficiency solar modules, cells and further backward integration will be
incentivized. The allocation for the scheme has been raised from Rs 4,500 crores to Rs
24,000 crores. This will help build 40 GW manufacturing capacity across the solar PV value
chain. The scheme encourages the use of domestically produced components by incentivizing
the use of domestic components, including solar glass.
3. Approved list of Models and Manufacturers (ALMM) has been introduced
to promote the use of domestically manufactured modules.
The ALMM scheme, which has been suspended temporarily for one year
until March 31, 2024, can be credited as one of the major factors driving solar module
manufacturing capacity additions/utilization in the last 1-2 years. The total annual
manufacturing capacity of solar modules in India has increased to 35 GW from 15 GW at the
beginning of the financial year 2022-23. Further, large capacity additions are expected to
take place in the next 2-3 years, potentially rising the capacity to almost 100 GW. The
increase in installed capacity of solar module/cell manufacturing will lead to a higher
production of solar modules, resulting in increased demand for solar glass. The demand for
solar glass in the country is already showing a promising trend, and it is anticipated
that the solar glass production capacities being added in the current financial year
2023-24 by various companies may still fall short of the demand. The local solar glass
production will face a challenging situation in the absence of Anti-dumping duty, which
ended unexpectedly in August, 2022. New investments in solar glass production will be
attractive only if the Government takes steps to provide a level playing field by imposing
duties and offering incentives such as PLI to offset the unfair advantage of
incentives/subsidies enjoyed by the competitors in South East Asian countries.
In addition to the domestic market, the Company has been focused on
increasing its exports. Direct exports now account for 26.31% of the total sales. The
market in Turkey is growing significantly and the manufacturing in the EU and USA led by
various initiatives by the respective Governments, is expected to grow exponentially over
the next 2-3 years. The Company envisages a substantial growth in its exports going
forward.
The CompanyRss third furnace, which entered commercial production on
February 23, 2023, is expected to reach its full capacity by end of the ongoing quarter.
The increased capacity will enable the Company to achieve certain operating leverages.
This furnace specially caters to the demand for large size glasses and serves both the
domestic and export markets. The Company continues to monitor developments in the sector
and will decide further growth opportunities at an appropriate time.
OVERSEAS ACQUISITION
In October, 2022, the Company, through its wholly owned overseas
subsidiaries viz. Geosphere Glassworks GmbH and Laxman AG, acquired a majority stake of
86% in GMB Glasmanufaktur Brandenburg GmbH (“GMB”), based in Germany and
Interfloat Corporation (“Interfloat”), based in Liechtenstein. While the wholly
owned subsidiaries are non-operating companies and were primarily established for the
purpose of this overseas acquisition, GMB and Interfloat are the operating companies. GMB
specializes in the manufacturing of solar glass whereas Interfloat supplies solar glass,
primarily in European markets. This acquisition has already started to bring in several
synergies in the manufacturing and sales operations of the aforesaid entities as well as
the Company.
The consolidated sales of the Interfloat group (comprising of GMB and
Interfloat) during the period November 01, 2022 to March 31, 2023 amounted to EUR 23.70
Mn, while the EBITDA was EUR 1.45 Mn. The consolidated results as above include the same.
The other comprehensive income includes a bargain purchase gain representing the
difference between the fair value of the net assets acquired and the purchase
consideration paid for acquisition. A spike in energy prices in financial year 2022-23
affected the profitability.
Fortunately, the energy prices have gradually softened over the last
few months. At the same time, the selling prices have been gradually adjusted downwards
due to competitive prices offered by South East Asian countries. In the mean-time the
planned cold repair of GMBRss furnace has been carried out in the most efficient way and
the furnace has been brought back into production with a higher capacity i.e. from 300 to
350 tonnes per day. Certain glass processing equipments are being installed in the current
year which will increase productivity by improving the yields and also enable serving the
demand for large sized glass. On the demand side, the commitment shown by the European
Union (EU) to achieve a 30 GW manufacturing capacity is progressing and it is expected
that additional capacities will come into operation over the next 2-3 years. The Company
also expects that the EU will take additional measures to control the power prices to
improve the competitiveness of the domestic production of products falling under all the
critical/strategic sectors. The Company maintains a positive outlook on the sector keeping
in view that a strong demand in the EU can be served from local production and
supplemented with exports from India.
DIVIDEND
In order to conserve its resources for future growth of the Company,
the Board has not declared any dividend for the year under review.
The Dividend Distribution Policy duly approved by the Board of
Directors in line with Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) has been made available
on the CompanyRss website at http://borosilrenewables.com/Investor.html?q=Policies
RESERVES
During the year under review, no amount was transferred to any reserve.
SHARE CAPITAL
During the financial year 2022-23, the paid-up equity share capital of
the Company has increased from Rs 13,03,55,279/- consisting of 13,03,55,279 fully paid-up
equity shares of Rs 1 each, to Rs 13,04,98,179/- consisting of 13,04,98,179 fully paid up
equity shares of Rs 1 each, consequent to allotment of 1,42,900 equity shares of face
value of Rs 1/- each upon exercise of stock options under the Borosil Employee Stock
Option Scheme 2017.
The CompanyRss Authorized Capital as on March 31, 2023 was
Rs183,90,00,000/- consisting of 91,65,00,000 equity shares of face value of Rs 1/- each
and 9,22,50,000 preference shares of face value of Rs 10/- each. During the year under
review, the Company has neither issued shares with differential voting rights nor sweat
equity shares.
UTILISATION OF FUNDS RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT
(QIP)
In December, 2020, the Company had raised approx. 200 crores by way of
Qualified Institutional Placement (“QIP”), primarily for commissioning its third
furnace (SG-3 project) at the existing manufacturing facility situated in Bharuch,
Gujarat. As of the previous year, majority of these funds were utilized towards the
implementation of the said project and the remaining funds were utilized during the year
under review. There has been no deviation or variation in the utilization of QIP proceeds,
from the objects stated in the QIP placement document. The Company has successfully
commissioned the said furnace and commenced the commercial production from the same during
the financial year ended March 31,2023.
SUBSIDIARIES AND ASSOCIATES
During the year, the following companies have become Subsidiaries /
Associate Company. The Company has formulated a Policy for determining material
subsidiaries. The said policy is available on the website of the Company at
http://borosilrenewables.com/ Investor.html?q=Policies
Subsidiary Companies:
Geosphere Glassworks GmbH (Geosphere): Geosphere is a wholly owned
subsidiary of the Company. It is a non-operating company and was primarily established as
a special purpose vehicle to acquire the majority stake in GMB Glasmanufaktur Brandenburg
GmbH (GMB). Both Geosphere and GMB are based in Germany.
Laxman AG: Laxman AG is a wholly owned subsidiary of the Company.
It is a non-operating company and was primarily established as a special purpose vehicle
to acquire the majority stake in Interfloat Corporation (Interfloat). Both Laxman AG and
Interfloat are based in Lichtenstein.
GMB Glasmanufaktur Brandenburg GmbH (GMB): GMB has become a
stepdown subsidiary of the Company, as Geosphere, a wholly owned subsidiary of the Company
has acquired 86% stake in GMB. GMB specializes in the manufacturing of flat glass, special
glass products and similar products, which in particular produces glass for solar modules,
thermal collectors and greenhouse glass amongst others. It is the largest producer of
textured tempered solar glass in Europe having its manufacturing facility in Tschernitz,
Germany. GMB is a material subsidiary of the Company in terms of Regulation 16(c) of
Listing Regulations.
Interfloat Corporation (Interfloat): Interfloat has become a
stepdown subsidiary of the Company, as Laxman AG, a wholly owned subsidiary of the Company
has acquired 86% stake in Interfloat. Interfloat is a well-established and leading solar
glass supplier to European markets and has been operating in this industry for close to 40
years. Interfloat is a material subsidiary of the Company in terms of Regulation 16(c) of
Listing Regulations.
Associate Company:
Renew Green (GJS Two) Private Limited (RGPL): The Company has
subscribed to 31.2% equity shares of RGPL, by virtue of which, it has become an Associate
of the Company. The Company has invested in RGPL to facilitate the implementation of
hybrid solar+wind power plant so that a portion of the CompanyRss energy demand can be met
from renewable sources.
Performance and financial position of Subsidiaries and Associate
Company:
As required under the Listing Regulations and Section 129 of the Act,
the consolidated financial statements have been prepared by the Company in accordance with
the applicable accounting standards and form part of the Annual Report. Further, a
statement containing the salient features of financial statements of subsidiaries and
associate company which also highlights their performance and their contribution to the
overall performance of the Company, in the prescribed Form AOC-1 is annexed along with the
Consolidated Financials Statement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as required in terms of Listing Regulations, forms part of this Report as RsAnnexure
- ARs.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of the Listing Regulations, Business
Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance along with the Compliance Certificate
from the Auditors forms part of the Annual Report.
The Board of Directors of the Company has adopted a Code of Conduct and
the same has been hosted on the CompanyRss website at
http://borosilrenewables.com/Investor.html?q=Policies The Directors and Senior Management
Personnel have affirmed their compliance with the Code of Conduct for the financial year
ended March 31,2023.
BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017
A certificate has been obtained from Mr. Virendra G. Bhatt, Practicing
Company Secretary (CP no.124) certifying that Borosil Employee Stock Option Scheme 2017
has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and in accordance with the resolution passed by shareholders.
This certificate will be available for inspection by shareholders at the ensuing Annual
General Meeting.
The details as required to be disclosed under Regulation 14 of the SEBI
(Share Based Employee Benefits and Sweat Equity), Regulations, 2021 in respect of the
aforesaid ESOP Scheme, are placed on the CompanyRss website at
http://borosilrenewables.com/ Investor.html?q=Miscellaneous
BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.
Board Meetings
The Board of Directors of the Company met Eight (8) times during the
financial year 2022-23 on April 25, 2022, May 05, 2022, July 14, 2022, August 05, 2022,
August 09, 2022, October 20, 2022, November 09, 2022 and February 13, 2023.
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 in the form of
questionnaire, separately for the Board, its Committees and the Directors.
Evaluation of Directors, Board and its Committees
The criteria for evaluation of Directors includes parameters such as
attendance, participation and contribution by Director, acquaintance with business,
independence, providing timely disclosures as per statutory requirements, etc.
The criteria for evaluation of Board includes 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, whether the Board facilitates the independent directors to perform their role
effectively, and whether the Board reviews redressal of investor grievances & CSR
contribution etc.
The criteria for evaluation of Committees includes adherence to the
roles and functions as defined in their 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 the defined criteria, evaluations were conducted for each
Director, Committees and the Board of Directors. The observations and feedback from the
Directors were discussed and presented to the Chairman of the Board. The performance
evaluation of NonIndependent Directors namely, Mr. P K. Kheruka, Mr. Shreevar Kheruka, Mr.
Ashok Jain and Mr. Ramaswami V. Pillai and the entire Board was carried out.
The evaluation of performance of the Independent Directors namely Mr.
Raj Kumar Jain, Mr. Pradeep Vasudeo Bhide, Mr. Haigreve Khaitan, Mrs. Shalini Kamath and
Mr. Syed Asif Ibrahim was also conducted.
The Directors expressed their satisfaction with the evaluation process
and the performance evaluation of the Board, its Committees, and Directors including
Independent Directors, was found to be satisfactory.
BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL
There was no change in the composition of the Board of Directors during
the year under review.
Shareholders at their last Annual General Meeting held on August 11,
2022, had approved the re-appointment of Mr. P K. Kheruka as Whole Time Director
designated as Executive Chairman for a period of 5 years with effect from April 01, 2023.
The Board of Directors at their meeting held on February 13, 2023 on
recommendation of Nomination and Remuneration Committee, approved the re-designation of
Mr. Ramaswami V. Pillai as Non-executive Non-independent Director with effect from April
01, 2023, in view of him completing his existing tenure as a Whole Time Director on March
31, 2023.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. P K. Kheruka, retires by rotation at the ensuing Annual
General Meeting, and being eligible has offered himself for re-appointment. The Board of
Directors at their meeting held on May 24, 2023, on the recommendation of the Nomination
and Remuneration Committee have recommended his re-appointment to the Shareholders for
their approval.
Further, the Board of Directors at their meeting held on May 24, 2023,
on recommendation of the Nomination and Remuneration Committee have approved the
re-appointment of Mr. Ashok Jain as Whole Time Director of the Company for a further
period of 2 years with effect from August 01, 2023, subject to approval of shareholders.
Independent Directors & Declarations
The Company has 5 (five) Independent Directors, namely, Mr. Raj Kumar
Jain, Mr. Pradeep Vasudeo Bhide, Mrs. Shalini Kamath, Mr. Haigreve Khaitan and Mr. Syed
Asif Ibrahim.
The Company has received declaration of independence from them in terms
of Section 149 of the Act and also as per the Listing Regulations. Further, they have in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in
the Independent DirectorsRs Databank maintained with the Indian Institute of Corporate
Affairs.
CompanyRss Policy on DirectorsRs Appointment and Remuneration etc.
The Company has devised, inter alia, a policy on DirectorRss
appointment and Remuneration including Key Managerial Personnel and other employees. This
policy outlines the guiding principles for the Nomination and Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, while considering their appointment as Directors of the Company
and that remuneration is directed towards rewarding performance based on Individual as
well as Organizational achievements and Industry benchmarks.
There has been no change in the policy during the year under review.
The aforesaid policy is available on the website of the Company at
http://borosilrenewables.com/Investor.html?q=Policies
Familiarization Program for Independent Directors
The details of familiarization programme conducted for Independent
Directors are mentioned in the Corporate Governance section, forming part of the Annual
Report.
DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT PLAN
In todayRss ever evolving business landscape, where multiple
uncertainties of varied complexities are at play in tandem, the Company has taken
cognizance of the business risks and assures commitment to proactively manage such risks
to facilitate the achievement of business objectives.
With this context in mind, the Company has developed and implemented an
Enterprise Risk Management (ERM) framework, benchmarked with leading international risk
management standards such as ISO: 31000 and Committee of Sponsoring Organization of the
Treadway Commission (RsCOSORs). ERM Framework facilitates a coordinated and integrated
approach for managing Risks & Opportunities across the organization. The management
teams across businesses and functions analyze risks in their operations and related to
their strategic objectives, at least annually, considering bottom-up risk assessment, an
external outlook and top management input.
In accordance with the provisions of Listing Regulations, the Board has
constituted a Risk Management Committee. The Risk Management Committee conducts integrated
risk and performance reviews along with the Senior Executives engaged in different
business divisions and functions. The Committee reviews identified risks and the
effectiveness of the developed mitigation plans to provide feedback and guidance on
emerging risks. The Committee has also adopted the practice of reviewing Key Risk
Indicators (KRIs) to facilitate in-depth analysis of the identified risks. The overall ERM
program developed by the Company rests on the foundation of continuous training and
development of employees on risk management to enhance the awareness of ERM framework and
strengthen risk-informed decision-making culture.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into Related Party Transactions during the
financial year which were in the ordinary course of business and at armRss length basis.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Company has formulated a policy on dealing with Related Party
Transactions. The same is available on the CompanyRss website at
http://borosilrenewables.com/Investor.html?q=Policies
The details of all the transactions with Related Parties are provided
in the accompanying financial statements.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. Raj Kumar Jain (Chairman), Mr. P
K. Kheruka, Mrs. Shalini Kamath, Mr. Pradeep Vasudeo Bhide and Mr. Haigreve Khaitan.
During the year under review, all recommendations made by the Audit Committee were
accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR committee comprises of Mr. P K. Kheruka (Chairman), Mr.
Shreevar Kheruka, Mrs. Shalini Kamath and Mr. Syed Asif Ibrahim.
The Company considers CSR as a process by which an organization thinks
about and evolves its relationships with stakeholders for the common good and demonstrates
its commitment in this regard. The CSR Policy formulated by the CSR Committee and approved
by the Board, remains unchanged, and has been uploaded on the CompanyRss website at
http://borosilrenewables.com/Investor. html?q=CSR
As part of its CSR initiatives during the year under review, the
Company made contribution towards the following:
Sr.
No. |
CSR Project or Activity |
Amount spent during the
year (Rs in Lakhs) |
1 |
Horticulture - Plantation of
fruit trees and related activities in Burhanpur district of Madhya Pradesh (through
Implementing Agency: Global Vikas Trust) |
93.00 |
2 |
Water Conservation and Harvesting
related activities in Kachchh region of Gujarat (through Implementing Agency: Global Vikas
Trust) |
75.00 |
3 |
RsOne Teacher SchoolRs called as
RsEkal VidyalaRs, situated at Phulbani, Odisha (through Implementing Agency: Friends of
Tribal Society) |
25.00 |
4 |
Hospital expansion project,
Jhagadia, Gujarat (through Implementing Agency: Sewa Rural Trust) |
25.00 |
5 |
RsMy Livable BharuchRs aimed
at cleaning of all targeted roads on daily basis in the city of Bharuch, promoting
practices of better sanitation (through Implementing Agency: Bharuch Citizen Council
Trust) |
20.00 |
6 |
Rainwater Harvesting System at
Kolwan village, Mulshi Taluka, Pune, Maharashtra (through Implementing Agency: Central
Chinmaya Mission Trust) |
20.98 |
|
Total |
258.98 |
During the year, the Company spent 2% of the average net profits of
last three financial years on CSR activities. An Annual Report on CSR activities in terms
of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules,
2014 is attached herewith as an RsAnnexure BRs to this Report.
ANNUAL RETURN
The Annual Return for the financial year 2022-23 as per provisions of
the Act and Rules thereto, is available on the CompanyRss website at
http://borosilrenewables.com/Investor.html?q=AnnualReports
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has established a Whistle Blower (Vigil) Mechanism and
formulated a Whistle Blower / Vigil Mechanism Policy to deal with instances of fraud and
mismanagement. The details of the Policy are explained in the Corporate Governance Report,
which forms part of the Annual Report and the Policy is hosted on the website of the
Company at http://borosilrenewables.com/Investor. html?q=Policies
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, there were no significant / material
orders passed by the Regulators/Courts/Tribunals, which would impact the going concern
status of the Company and its future operations.
STATUTORY AUDITORS
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration no. 101720W/ W100355) were appointed as Statutory Auditors of the Company at
the 58th Annual General Meeting held on September 30, 2021, for a term of 5
(five) consecutive years from the conclusion of 58th Annual General Meeting
till the conclusion of the 63rd Annual General Meeting of the Company. The
Auditors have confirmed that they are not disqualified from continuing as Auditors of the
Company.
AUDITORSRs REPORT
The Notes on financial statement referred to in the AuditorsRs Report
are self-explanatory and do not call for any further comments. The Statutory AuditorRss
Report for the financial year 2022-23 does not contain any qualification, reservation,
adverse remark or disclaimer.
COST RECORDS AND AUDIT
The Company has prepared and maintained cost records as required under
Section 148(1) of the Act. Such cost records are required to be audited pursuant to
Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. The
Board of Directors in its meeting held on May 24, 2023, on the recommendation of the Audit
Committee, appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant as Cost
Auditors of the Company for the year ending March 31, 2024. A certificate certifying
independence and armRss length relationship with the Company has been received from the
Cost Auditor. M/s Kailash Sankhlecha & Associates have vast experience in the field of
cost audit and have been conducting the audit of the cost records of the Company for the
past several years.
SECRETARIAL AUDIT
Secretarial Audit Report dated May 24, 2023 issued by Mr. Virendra G.
Bhatt, Practicing Company Secretary (COP no.124) and Secretarial Auditor of the Company,
is attached as an RsAnnexure CRs to this Report. The Secretarial Audit Report does
not contain any qualification, reservation, adverse remarks or disclaimer by the
Secretarial Auditor. Hence, there is no need of any explanation from the Board of
Directors.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2022-23 for
the compliances in respect of all applicable Regulations, Circulars and Guidelines issued
by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report,
as required under Regulation 24A of the Listing Regulations, has been obtained from Mr.
Virendra G. Bhatt, Practicing Company Secretary and Secretarial Auditor of the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, there have not been any instances of
fraud and accordingly, the Statutory Auditor, Secretarial Auditor and Cost Auditor have
not reported any frauds either to the Audit Committee or to the Board under Section
143(12) of the Act.
DIRECTORSRs RESPONSIBILITY STATEMENT
Based on the disclosures provided in the Annual Accounts and as per the
discussion with the Statutory Auditors of the Company, the Board of Directors confirm
that:
(a) in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out under Schedule III to the Act have
been followed and there were no material departures from the same;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down Internal Financial Controls to be followed by
the Company and that such Internal Financial Controls are adequate and are operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Control Systems
commensurate with its size and nature of business. These internal control systems are
designed to ensure that the financial statements are prepared based on reliable
information. Wherever possible, the key internal financial controls have been automated.
The Company has also engaged a third party to review the existing internal financial
controls and suggest necessary improvements / enhancements to strengthen the same.
Internal Audits are regularly conducted by Internal Audit team of the Company and Internal
Audit Reports are reviewed by the Audit Committee on a quarterly basis.
PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES PROVIDED AND
INVESTMENTS MADE
The particulars of loans given, guarantee/ securities provided and
investments made are provided in RsAnnexure DRs to this report read with Note nos.
8, 9, 17 & 38 to the Standalone Financial Statement.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment at the work place, which is in line with the requirements
of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and
trainees) are covered under this Policy. The Company has constituted Internal Complaint
Committee for its Registered Office and Works/Plant office under Section 4 of the
captioned Act. No complaints have been received by these committees till date. The Company
has submitted an Annual Report to the concerned Authority confirming the same.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The prescribed particulars of employees required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached as RsAnnexure ERs and forms a part
of this report.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Having regard to the provisions of the second proviso to Section 136(1) of the
Act, the Annual Report excluding the aforesaid information is being sent to the members of
the Company. Any member interested in obtaining such information may write to
investor.relations@borosilrenewables.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to the conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of
the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in RsAnnexure
FRs to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to RsMeetings of the Board of DirectorsRs and RsGeneral
MeetingsRs, respectively.
ESG INITIATIVES
The CompanyRss manufacturing process at Bharuch, Gujarat is an
efficient and a low energy-intensive process as a result of several product and process
innovations. The Company has a 22% lower carbon footprint in comparison to the default
score for glass manufacturing in life cycle assessment (carried out by a reputed French
Institute) and also uses renewable energy. The Company is WorldRss 1st company
to develop a process to remove a toxic element Antimony (Sb) from solar glass (Patented
technology). The Company uses reusable packing material thereby saving cutting of trees,
also uses Bag filters for fine dust control, a close loop water circuit system for water
treatment and reuse of water, and has installed a sewage treatment plant at Bharuch,
Gujarat. Further, the Company has now developed a ESG roadmap focused on achieving
progress on key parameters in the areas of Environment, Social and Governance. The
achievement of these targets shall be monitored regularly. For details on ESG initiatives
of the Company, please refer to the ESG Report forming part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT
There were no material changes and commitments, which affected the
CompanyRss financial position, between the end of the financial year and the date of this
Report.
OTHER DISCLOSURES:
o There has been no change in the nature of business of the Company
during the year under review.
o No Director of the Company is in receipt of any remuneration or
commission from any of its subsidiaries.
o The Company does not have any scheme or provision of providing money
for the purchase of its own shares by employees or by trustees for the benefit of
employees.
o The Company has not accepted any public deposit during the year under
review.
o There has been no issuance of shares (including sweat equity shares)
to employees of the Company under any scheme save
and except Employee Stock Option Scheme referred to in this Report.
o There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
o There was no instance of one-time settlement with any Bank or
Financial Institution.
ACKNOWLEDGEMENT
Your Directors would like to express their deep appreciation for the
co-operation received from the Employees, Customers, Government, Regulatory authorities,
Vendors, Banks and last but not least, the Shareholders for their unwavering support,
during the year under review.
For and on behalf of the Board of Directors
|
P. K. Kheruka |
Place: Mumbai |
Executive Chairman |
Date: May 24, 2023 |
DIN:00016909 |
  Â