| Disclosure in board of directors report explanatory
BOARD REPORT
To the Members,
SEDEMAC Mechatronics Private Limited
Mumbai
Your Directors have pleasure in submitting their 16th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2023.
FINANCIAL RESULTS / STATE OF COMPANY’S AFFAIRS:
The summarized standalone results of your Company are given in the table below:
(Amt. in Rupees Millions)
Particulars |
Financial Year Ended |
|
|
31/03/2023 |
31/03/2022* |
Revenue from Operations |
4230.28 |
2832.70 |
Other Income |
60.43 |
26.50 |
Total Income |
4290.71 |
2859.20 |
Profit/(loss) before Depreciation & Tax |
398.35 |
250.30 |
Less: Depreciation |
262.56 |
206.10 |
Profit/(Loss) Before Tax |
135.79 |
44.20 |
Less: Provision for Income Tax (including for earlier years) |
25.00 |
9.20 |
Less: Provision for Deferred Tax |
-- |
-- |
Net Profit/(Loss) After Tax |
110.79 |
35.00 |
Less: Dividend Distribution (including Interim) |
-- |
-- |
Less: Amount Transferred to General Reserve |
-- |
-- |
Profit/(Loss) carried to Balance Sheet |
110.79 |
35.00 |
Earnings per share:
Basic (in Rs.)
Diluted (in Rs.) |
10,056
3,955 |
3,186
1,244 |
* Previous year’s Figures have been regrouped / rearranged wherever necessary
DIVIDEND:
Considering the necessity of conserving resources for the future growth and expansion of the Company, the Board of Directors do not recommend payment of dividend on the Preference and Equity Shares of the Company for the financial year ended 31st March 2023.
MAINTENANCE OF BOOKS OF ACCOUNTS:
The company has decided to maintain of Statutory Books of accounts and other relevant papers and records at place other than registered office. The Board shifted the Statutory Books of accounts and other relevant papers and records at the Corporate Office of the Company at Survey No. 270/1/A/2, Pallod Farms, Baner Road, Baner, Pune 411 045 w.e.f. 19th May 2022.
TRANSFER OF UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds, which were required to be transferred to Investor Education and Protection Fund (IEPF).
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the disclosures under section 134(3)(g) of the Companies Act, 2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters or other designated persons, which may have potential conflict with interest of the company at large required to be reported herein.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company and hence no further disclosure is required in this regard.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Nature of Business during the year under review.
DEPOSITS:
Your Company has neither accepted / renewed any deposits during the year nor has any outstanding Deposits in terms of Section 73 to 76 of the Companies Act, 2013.
SHARE CAPITAL:
As on 31st March, 2023, the issued, subscribed and paid up share capital of your Company stood at Rs. 9,75,670/- (Rupees Nine Lacs Seventy-Five Thousand Six Hundred and Seventy Only), comprising 11,077 (Eleven Thousand Seventy-Seven) Equity Shares of Rs. 10/- (Rupees Ten only) each, 8,290 (Eight Thousand Two Hundred Ninety) Preference Shares of Rs. 10/- (Rupees Ten only) each, 7,820 (Seven Thousand Eight Hundred Twenty) Preference Share of Rs. 100/- (Rupees One Hundred only) each.
The company has not issued shares with differential voting rights, sweat equity, Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.
The Company has issued 91 Equity Shares under ESOP to eligible employees during the financial year under review.
The details as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 in respect of Employee Stock Option Scheme is given as per Annexure I attached herewith.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:
The constitution of the Board remained unaffected during the year under review.
The status of the Company being a Private Limited Company, the Directors are not liable to retire by rotation.
The status of the Company being a Private Limited Company the provisions of Section 203 of the Companies Act, 2013 relating to Key Managerial Personnel (KMP) are not applicable to the Company.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year under review, the Company had 14 (Fourteen) Board Meetings on 15.04.2022, 18.05.2022, 19.05.2022, 16.06.2022, 15.07.2022, 03.08.2022, 11.08.2022, 23.08.2022, 29.09.2022, 30.09.2022, 21.12.2022, 08.02.2023, 23.02.2023 and 10.03.2023. The details of attendance of each Director at the Board Meetings are as follows:
Name of Director |
No. of Meeting Attended |
Mr. Shashikanth Suryanarayanan |
14 |
Mr. Sandeep Singhal |
4 |
Mr. Paul Robine |
4 |
Mr. Amit Dixit |
14 |
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: -
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) 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.
DISCLOSURE IN TERMS OF VARIOUS PROVISIONS OF COMPANIES ACT, 2013:
The following provisions are not applicable to the Company:
A. Appointment of Independent Director (Section 149),
B. Formation of Audit Committee (Sec. 177),
C. Formation of Nomination and Remuneration Committee (Section 178),
D. Undertaking formal Annual Evaluation of the Board and that of its committees and the Individual Director
E.. Undertaking Secretarial Audit (Section 204)
VIGIL MECHANISM:
The Company has established Vigil Mechanism and has Vigil Mechanism in line with the requirements of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of CSR have become applicable to the Company from FY 2022-23. The brief outline of CSR Policy of the Company and other details about the CSR as per the Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure II attached to this report. The Company has not constituted CSR Committee as the CSR liability of the Company is less than Rs. 50 Lakhs as stated under Section 135 (9) of the Companies Act, 2013.
STATUTORY AUDITORS:
M/s B S R & Co. LLP, Chartered Accountants, (having Firm Registration No: 101248W / W-100022) were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 29.12.2020.
Further, as per the notified section of the Companies (Amendment) Act, 2017, the requirement related to annual ratification of appointment of Auditors by members is dispensed with. Accordingly, the Statutory Auditors shall continue their term upto the conclusion of the AGM of the Company to be held in the year 2025 without seeking annual ratification from members.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:
There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The comments by the auditors in their report read along with information and explanation given in notes to accounts are self-explanatory and do not call for further explanation.
COST RECORDS AND COST AUDITORS:
The Company has maintained Cost Records as required under section 148 of the Companies Act, 2013.
The Company has appointed M/s. A. J. Paranjape & Co., Cost Accountants as Cost Auditors of the Company pursuant to the provisions of section 148 of the Companies Act, 2013 read with Rules made there under for the financial year 2022-23 at board meeting held on 16th June, 2022.
SECRETARIAL STANDARD:
The Company has endeavored to comply with the applicable Secretarial Standards to the extent applicable.
DETAILS OF FRAUD:
There were no frauds, which are reported to have been committed by employees or officers of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:
There are no material orders passed by the judicial or quasi-Judicial Authority which affects the Going Concern Status of the Company during the year under review.
ANNUAL RETURN:
The Annual Return of the Company is available on the website of the Company and can be accessed at www.sedemac.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY
(i) |
Steps taken or impact on conservation of energy
|
Regular Efforts are made to conserve the energy at all levels. The Company is taking every possible step to conserve energy wherever possible and also organize regular training of employees to achieve the same. Several environment friendly measures were adopted by the Company to conserve energy. |
(ii) |
Steps taken by the company for utilizing alternate sources of energy
|
The Company is using electricity as main source of energy. The Company is not required to use any other alternate source of energy. |
(iii) |
Capital Investment on energy conservation equipment’s; |
NIL |
(B) TECHNOLOGY ABSORPTION:
(i) the efforts made towards technology absorption: |
Assimilation, adaptation and innovation of technology in an expeditious manner is given continuous importance. | |
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; |
Wider product applications.
| |
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- |
N.A. | |
(a) the details of technology imported; |
| |
(b) the year of import; |
| |
(c) whether the technology been fully absorbed; |
| |
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; |
| |
(iv) the expenditure incurred on Research and Development. |
Capital Expenditure
Revenue Expenditure
Total |
Rs. 366.14 Millions
Rs. 366.45 Millions
Rs. 702.59 Millions |
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earning: Rs. 241.72 Millions
Foreign Exchange Outgo: Rs. 44.64 Millions
CIF Value of Imports: Rs. 3655.77 Millions
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
There was no instance / complaint reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has constituted the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and made its endeavor to comply with the provisions of the said law to the extent applicable.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no applications made against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31, 2023.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:
During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Banks or Financial Institutions and hence no comment with regard to the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
Note: All figures are in full INR Millions unless otherwise stated.
For and on behalf of the Board of Directors |
|
For SEDEMAC Mechatronics Private Limited |
|
|
|
|
|
|
|
Sd/- |
Sd/- |
Director |
Director |
Shashikanth Suryanarayanan |
Amit Dixit |
DIN: 01269904 |
DIN: 01288169 |
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|
Date: 22nd September 2023 |
Date: 22nd September 2023 |
Place: Lisbon |
Place: Pune |
Annexure I
Details as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 in respect of Employee Stock Option Scheme
The Company instituted the ESOP 2014 w.e.f. 01.04.2014. The objective of ESOP 2014 is to reward the employees for their past association and performance as well as to motivate them to contribute to the growth and profitability of the Company. The Company amended ESOP Plan by passing shareholders resolution in Annual General Meeting held on 29.12.2020 to update the details of new investors.
The following table sets forth the particulars of the options granted under ESOP 2014:
Sr. No. |
Particulars |
Remarks |
1 |
Options Granted (during the year) |
246 |
2 |
Options Vested (during the year) |
169 |
3 |
Options exercised (during the year) |
91 |
4 |
Total number of shares arising as a result of exercise of option |
91 |
5 |
Options lapsed (during the year) |
08 |
6 |
The exercise price |
Ranging from Rs. 10 to Rs. 2,12,593 as per Option Grant Letters |
7 |
Variation of terms of options |
N.A. |
8 |
Money realized by exercise of options |
Rs. 40,52,908/- |
9 |
Total number of options in force (as on end of the year) |
797 |
10 |
Employee wise details of options granted to:
|
|
|
(i) key managerial personnel
|
(i) N.A
|
|
(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year;
|
(ii) Anaykumar Joshi -150 Options, Suraj Kumar Pabbu 20 Options, Sudeep Solanki 33 Options, Utkarsh Chauhan 20 options.
|
|
(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; |
(iii) N.A.
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For and on behalf of the Board of Directors |
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For SEDEMAC Mechatronics Private Limited |
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|
|
|
|
|
|
Sd/- |
Sd/- |
Director |
Director |
Shashikanth Suryanarayanan |
Amit Dixit |
DIN: 01269904 |
DIN: 01288169 |
|
|
Date: 22nd September 2023 |
Date: 22nd September 2023 |
Place: Lisbon |
Place: Pune |
Annexure – II
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company:
“SEDEMAC Mechatronics Private Limited” is vigilant in its enforcement towards corporate principles, which the Government of India has mandated through Companies (Corporate Social Responsibility) Policy, 2014 and is committed towards sustainable development. The Board has framed a Corporate Social Responsibility Policy (“CSR Policy”) in compliance with Section 135 of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy), Rules 2014 (the CSR Rules).
2. Composition of CSR Committee:
Sl. No. |
Name of Director |
Designation/ Nature of Directorship |
Number of Meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
|
Not Applicable* |
|
|
|
*Company is not required to constitute CSR Committee under Section 135(9) of Companies Act, 2013.
3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company:
CSR Policy and CSR Projects are available on the Company’s website on www.sedemac.com.
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:
The requirement of carrying out the Impact assessment of CSR projects in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is not applicable to the company.
5.
(a) Average net profit of the company as per sub-section (5) of section 135: Rs. 1,32,54,029/-
(b) Two percent of average net profit of the company as per sub-section (5) of section 135: Rs. 2,65,081/-
(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Not Applicable
(d) Amount required to be set-off for the financial year, if any: Rs. 10,716/-
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 2,54,365/-
6.
(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 3,00,000/-
(b) Amount spent in Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: NIL
(d) Total amount spent for the Financial Year [(a)+(b) +(c)]: Rs.3,00,000/-
(e) CSR amount spent or unspent for the Financial Year:
|
Amount Unspent (in Rs.) |
|
|
|
|
Total Amount
Spent for the
Financial Year.
(in Rs.) |
Total Amount transferred to
Unspent CSR Account as per subsection (6) of section 135 |
|
Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135. |
|
|
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
3,00,000/- * |
NIL |
Not Applicable |
Not Applicable |
NIL |
Not Applicable |
(f) Excess amount for set-off, if any:
SI. No. |
Particular |
Amount
(in Rs.) |
(1) |
(2) |
(3) |
(i) |
Two percent of average net profit of the company as per sub-section (5) of section135 |
2,54,365/-** |
(ii) |
Total amount spent for the Financial Year |
3,00,000/- |
(iii) |
Excess amount spent for the Financial Year [(ii)-(i)] |
45,365/- |
(iv) |
Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any |
NIL |
(v) |
Amount available for set off in succeeding Financial Years [(iii)-(iv)] |
45,365/- |
** Amount shown after deducting set-off for previous financial year
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
1 |
2 |
3 |
4 |
5 |
6 |
|
7 |
8 |
SI. No. |
Preceding Financial
Year(s) |
Amount transferred to
Unspent CSR
Account under subsection
(6) of section 135
(In Rs.) |
Balance Amount in Unspent CSR
Account under subsection (6) of section 135
(In Rs.) |
Amount Spent in the
Financial Year
(in Rs) |
Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any |
|
Amount remaining to be
spent in succeeding Financial Years
(In Rs) |
Deficie
ncy, if
any |
|
|
|
|
|
Amount
(in Rs) |
Date of
Transfer |
|
|
1 |
2021-2022 |
|
|
|
|
|
|
|
2 |
2020-2021 |
|
Not Applicable |
|
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|
3 |
2019-2020
|
|
|
|
|
|
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|
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
The company has not created or acquired Capital assets through Corporate Social Responsibility amount spent in the Financial Year.
If Yes, enter the number of Capital assets created/ acquired: Not Applicable
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:
Sl. No. |
Short particulars of the property or asset(s) [including complete address and location of the property] |
Pin code of the
Property or asset(s) |
Date of Creation |
Amount of CSR
Amount spent |
Details of entity/ Authority/ beneficiary of the registered owner |
|
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
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|
|
CSR Registration Number, if applicable |
Name |
Registered
address |
|
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(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135:
Not Applicable
* Details of CSR Expenditure are as follows:
(1)
|
(2) |
(3) |
(4) |
(5) |
|
(7) |
(10) |
(11) |
|
Sl. No. |
Name
of the
Project |
Item from the
list of activities
in Schedule VII
to the Act. |
Local
area
(Yes/No) |
Location of the
project. |
|
Amount
spent for
the
project
(in Rs.). |
Mode of
Implementation -
Direct
(Yes/No). |
Mode of Implementation -
Through Implementing
Agency |
|
|
|
|
|
State |
District |
|
|
Name |
CSR
Registration
number. |
1 |
Migrant worker's children’s safety, health care, education, recreation |
(i) & (ii) |
No |
Maharashtra |
Pune |
50,000 |
No |
Tara Mobile Creches, Pune |
CSR00006166 |
2 |
Education and Afforestation |
(ii) |
No |
Tamilnadu |
Tiruvannamalai |
1,00,000 |
No |
The Forest Way Trust |
CSR00021290 |
3 |
Nutrition and Health project |
(i) |
No |
Maharashtra |
Thane |
1,50,000 |
No |
We Together Foundation |
CSR00034192 |
For and on behalf of the Board of Directors |
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For SEDEMAC Mechatronics Private Limited |
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|
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Sd/- |
Sd/- |
Director |
Director |
Shashikanth Suryanarayanan |
Amit Dixit |
DIN: 01269904 |
DIN: 01288169 |
|
|
Date: 22nd September 2023 |
Date: 22nd September 2023 |
Place: Lisbon |
Place: Pune |
Description of state of companies affair FINANCIAL RESULTS / STATE OF COMPANY’S AFFAIRS: The summarized standalone results of your Company are given in the table below: (Amt. in Rupees Millions) Particulars Financial Year Ended 31/03/2023 31/03/2022* Revenue from Operations 4230.28 2832.70 Other Income 60.43 26.50 Total Income 4290.71 2859.20 Profit/(loss) before Depreciation & Tax 398.35 250.30 Less: Depreciation 262.56 206.10 Profit/(Loss) Before Tax 135.79 44.20 Less: Provision for Income Tax (including for earlier years) 25.00 9.20 Less: Provision for Deferred Tax -- -- Net Profit/(Loss) After Tax 110.79 35.00 Less: Dividend Distribution (including Interim) -- -- Less: Amount Transferred to General Reserve -- -- Profit/(Loss) carried to Balance Sheet 110.79 35.00 Earnings per share: Basic (in Rs.) Diluted (in Rs.) 10,056 3,955 3,186 1,244 * Previous year’s Figures have been regrouped / rearranged wherever necessary Details regarding energy conservation(i) Steps taken or impact on conservation of energy Regular Efforts are made to conserve the energy at all levels. The Company is taking every possible step to conserve energy wherever possible and also organize regular training of employees to achieve the same. Several environment friendly measures were adopted by the Company to conserve energy. (ii) Steps taken by the company for utilizing alternate sources of energy The Company is using electricity as main source of energy. The Company is not required to use any other alternate source of energy. (iii) Capital Investment on energy conservation equipment’s; NIL Details regarding technology absorption (B) TECHNOLOGY ABSORPTION: (i) the efforts made towards technology absorption: Assimilation, adaptation and innovation of technology in an expeditious manner is given continuous importance. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; Wider product applications. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A. (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; (iv) the expenditure incurred on Research and Development. Capital Expenditure Revenue Expenditure Total Rs. 366.14 Millions Rs. 366.45 Millions Rs. 702.59 Millions Details regarding foreign exchange earnings and outgo(C) FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange Earning: Rs. 241.72 MillionsForeign Exchange Outgo: Rs. 44.64 MillionsCIF Value of Imports: Rs. 3655.77 Millions Disclosures in director’s responsibility statementDIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: - (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) 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. |