Dear Shareholders,
Your Directors are pleased to present the 41st Annual Report along with the
Audited Financial Statements of your Company for the financial year ended March 31, 2024
("FY 2023-24" / "FY24").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS")
and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").
The summarised financial highlight is depicted below:
|
|
|
|
( C In crore) |
|
Consolidated |
Standalone |
Particulars |
|
|
|
|
|
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
| Revenue from operations |
33,159.64 |
38,937.03 |
17,919.34 |
19,985.43 |
| Other Income |
1,166.40 |
737.71 |
852.63 |
952.27 |
Total Income |
34,326.04 |
39,674.74 |
18,771.97 |
20,937.70 |
| Expenditure other than Depreciation and Finance cost |
26,760.13 |
33,814.66 |
14,548.50 |
16,764.99 |
| Depreciation and Amortisation Expenses |
1,623.38 |
1,644.67 |
937.95 |
832.42 |
| Foreign Exchange (Gain)/Loss (net) |
- |
- |
- |
- |
| Finance Cost |
|
|
|
|
| - Interest and Bank Charges |
276.38 |
194.90 |
162.25 |
127.97 |
| - Derivative (Gain)/Loss (net) |
- |
- |
- |
- |
Total Expenditure |
28,659.89 |
35,654.23 |
15,648.70 |
17,725.38 |
Profit before share of Profit/(Loss) from joint |
5,666.15 |
4,020.51 |
3,123.27 |
3,212.32 |
ventures, exceptional items and tax |
|
|
|
|
| Share of profit from joint ventures |
22.90 |
28.02 |
- |
- |
Profit before exceptional items and tax |
5,689.05 |
4,048.53 |
3,123.27 |
3,212.32 |
| Exceptional Items |
(211.57) |
319.04 |
15.82 |
157.27 |
| Total Tax Expense |
1,162.61 |
705.11 |
772.76 |
501.56 |
Profit/loss for the year |
4,738.01 |
3,024.38 |
2,334.69 |
2,553.49 |
Other Comprehensive income (net of tax) |
29.97 |
28.87 |
1.72 |
(2.11) |
Total Comprehensive Income for the year (net of tax) |
4,767.98 |
3,053.25 |
2,336.41 |
2,551.38 |
| Attributable to: |
|
|
|
|
| Equity holders of the parent |
3,592.31 |
2,596.81 |
2336.41 |
2,551.38 |
| Non-controlling interests |
1,175.67 |
456.44 |
- |
- |
1. There are no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year and the date of
this report except for your Company has entered into a definitive agreement with My Home
Industries Private Limited ("MHIPL") for acquisition of its 1.5 MTPA Cement
Grinding Unit in Tuticorin, Tamil Nadu on slump sale basis at a total value of C 413.75
crore. The acquisition of the above unit was concluded on April 22, 2024.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights
Consolidated income, comprising Revenue from Operations and other income, for FY
2023-24 was D 34,326 crore as against D 39,675 crore in FY 2022-23.
Consolidated Profit before Tax for the FY 2023-24 was D 5,901 crore vis-?-vis D
3,729 crore in FY 2022-23. Consolidated Profit after Tax for the FY 2023-24 was D 4,738
crore compared to D 3,024 crore in FY 2022-23. Consolidated Cement production is 56.61
million tonnes in FY 2023-24 as against 67.06 million tonnes in 2022-23.
Consolidated Cement Sales Volume is 58.04 million tonnes in FY 2023-24 as against
67.60 million tonnes in 2022-23.
The net sales in cement is D 32,530 crore in FY 2023-24 as against D 38,398 crore
in FY 2022-23.
Credit Rating
CRISIL Ratings has reaffirmed the Long-Term Credit Rating of AAA/Stable (i.e. highest
category) and Short-Term Credit Rating of A1+ for the bank loan facilities. This indicates
Company's sound financial health and its ability to meet the financial obligations.
Dividend and Reserves
Dividend
The Board is pleased to recommend a dividend of D 2 per share (100%) for the period
ended March 31, 2024. The dividend is subject to approval of shareholders at the ensuing
Annual General Meeting (AGM) and shall be subject to deduction of tax at source. The
dividend, if approved by the shareholders, would involve a cash outflow of D 493crore.
Shareholders Payout
Dividend Distribution Policy
The dividend recommended is in accordance with your Company's Dividend Distribution
Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing
Regulations is available on your Company's website and the link for the same is given as Annexure
– 1 of the report.
Unclaimed Dividends
Details of outstanding and unclaimed dividends previously declared and paid by your
Company are given under the Corporate Governance Report which forms part of this
Integrated Annual Report.
Transfer to Reserves
As permitted under the Act, the Board does not propose to transfer any amount to
General Reserves. The closing balance of the retained earnings of your Company for FY24,
after all appropriations and adjustments, was D 6,667 crore.
Share Capital
During the year under review, there was no change in the authorised share capital of
your Company. The authorised equity share capital of your Company is D 8,004 crores. and
the authorised preference share capital of your Company is D 150 crores.
Your Company has issued and allotted 212,030,758 equity shares of face value of D 2/-
each, at a premium of D 416.87/- per share, pursuant to the exercise and conversion of
212,030,758 convertible warrants on March 28, 2024 out of total 477,478,249 outstanding
warrants. Accordingly the paid up capital of your company increased to D 439.54 crore as
on March 31, 2024. As on March 31, 2024, 265,447,491 warrants are outstanding.
Subsequently, your Company has also issued and allotted 265,447,491 equity shares of
face value of D 2/- each, at a premium of D 416.87/- per share, pursuant to the exercise
and conversion of remaining 265,447,491 convertible warrants on April 17, 2024.
Accordingly, as on date all the 477,478,249 outstanding convertible warrants are
converted into 477,478,249 Equity Shares of D 2 each. Accordingly the paid up capital of
your company increased to D 492.62 crore as on date.
Strategic Acquisitions/Divestment
Your Company has completed acquisition of 14,08,21,941 equity shares representing
54.51% of the equity share capital of Sanghi Industries Limited ("Sanghi") for
cash consideration of D 121.90/- each aggregating to D 1,716.61 crore, pursuant to which
your Company has obtained control over Sanghi w.e.f. December 07, 2023 and your Company
became the holding company of Sanghi. As per SEBI Regulations, your Company had made an
open offer to the public shareholders of Sanghi to acquire upto 6,71,64,760 equity shares,
constituting 26% of the voting share capital of Sanghi at a price of D 121.90 per equity
share, out of which 2,04,81,161 equity shares representing 7.93% of the equity share
capital of Sanghi were acquired. Total shareholding of your Company in Sanghi post
acquisition of shares from promoters and public shareholders through open offer
accumulates to 62.44% and overall promoter shareholding of Sanghi became 80.52%.
Your Company has sold 51,66,000 equity shares representing (~2.00%) of Sanghi in the
open market to achieve minimum public shareholding in accordance with the requirement of
Rule 19(2)(b) and 19(A) of Securities Contracts (Regulation) Rules, 1957 and Regulation 38
of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with
Section VI-A of the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/ 2023/120 dated July
11, 2023.
As on March 31, 2024, your Company holds 15,61,37,102 equity shares representing 60.44%
of the equity share capital of Sanghi.
Public Deposits
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of FY24 or the previous financial years. Your
Company did not accept any deposit during the year under review.
Particulars of loans, guarantees or investments
The details of loans, guarantees and investments covered under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the Notes to the Financial Statements (Refer Note 52).
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries/associates/joint ventures of your Company is provided as part of
the notes to the consolidated financial statements.
During the year under review, your Company formed/ acquired following entities:
Subsidiaries:
Sanghi Industries Limited
Ambuja Concrete North Private Limited Ambuja Concrete West Private Limited LOTIS
IFSC Private Limited
Further, ACC Limited, a subsidiary of your Company has acquired control over Asian
Concretes and Cements Private Limited and Asian Fine Cements Private Limited and
therefore, these two companies became the step down subsidiaries of your Company.
ACC Limited, also incorporated ACC Concrete South Limited and ACC Concrete West Limited
during the year and therefore, these two companies also became the step down subsidiaries
of your Company.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements of your Company and a separate statement containing the
salient features of financial statement of subsidiaries, joint ventures and associates in
Form AOC-1, which forms part of this Integrated Annual Report.
The annual financial statements and related detailed information of the subsidiary /
joint venture companies shall be made available to the shareholders of the holding and
subsidiary companies seeking such information on all working days during business hours.
The financial statements of the subsidiary / joint venture companies shall also be kept
for inspection by any shareholders during working hours at your Company's registered
office and that of the respective subsidiary / joint venture companies concerned. In
accordance with Section 136 of the Act, the audited financial statements, including
consolidated financial statements and related information of your Company and audited
accounts of each of its subsidiary / joint venture are available on website of your
Company at www.ambujacement.com under the "Investor Section".
Material Subsidiaries
As on March 31, 2024, your Company has formulated a policy for determining Material
Subsidiaries. The policy is available on your Company's website and link for the same is
given in Annexure – 1 of this report. ACC Limited, is a material subsidiary of
your Company.
Pursuant to Section 134 of the Act read with rules made thereunder, the details of
developments at the level of subsidiaries and joint ventures of your Company are covered
in the Management Discussion and Analysis Report, which forms part of this Integrated
Annual Report.
Directors and Key Managerial Personnel
As of March 31, 2024, your Company's Board had eight members comprising of one
Executive Director, two Non-Executive & Non-Independent Directors, one nominee
director and four Independent Directors, including one Woman Director. The details of
Board and Committee composition, tenure of directors, and other details are available in
the Corporate Governance Report, which forms part of this Integrated Annual Report. In
terms of the requirement of the Listing Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the context of your Company's business for
effective functioning. The key skills, expertise and core competencies of the Board of
Directors are detailed in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Appointment/Cessation/Change in Designation of Directors
During the year under review, there were no changes in the Directorships of your
Company.
Re-appointment of Director(s) retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of your Company, Mr. Gautam S. Adani (DIN:
00006273) is liable to retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment.
The Board recommends the re-appointment of Mr. Gautam S. Adani as Director for your
approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI
Listing Regulations, are provided in the Notice of AGM.
Declaration from Independent Directors
Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
During the year under review, your Company appointed Mr. Hitesh Marthak, as a Company
Secretary & Compliance Officer with effect from August 17, 2023. As on March 31, 2024,
the following are Key Managerial Personnel ("KMPs") of your Company as per
Sections 2(51) and 203 of the Act: Mr. Ajay Kapur, Chief Executive Officer Mr. Vinod
Bahety, Chief Financial Officer Mr. Hitesh Marthak, Company Secretary & Compliance
Officer Subsequently, following changes took place in the Key Managerial Personnel: Mr.
Hitesh Marthak resigned as Company Secretary
& Compliance Officer w.e.f. closing hours March 31, 2024.
Mr. Manish Mistry was appointed as Company Secretary & Compliance Officer
w.e.f. April 1, 2024. As on date of this report, the following are Key Managerial
Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act: Mr.
Ajay Kapur, Chief Executive Officer Mr. Vinod Bahety, Chief Financial Officer Mr. Manish
Mistry, Company Secretary & Compliance Officer
Committees of Board
As required under the Act and the SEBI Listing Regulations, your Company has
constituted various Statutory Committees. Additionally, the Board has formed other
governance committees and sub-committees to review specific business operations and
governance matters including any specific items that the Board may decide to delegate. As
on March 31, 2024, the Board has comprised the following committees/sub-committees.
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee Risk
Management Committee Corporate Social Responsibility Committee
Governance Committees:
Corporate Responsibility Committee
Information Technology & Data Security Committee Legal, Regulatory & Tax
Committee Reputation Risk Committee Mergers and Acquisition Committee Commodity Price Risk
Committee Public Consumer Committee Details of all the committees such as terms of
reference, composition and meetings held during the year under review are disclosed in the
Corporate Governance Report, which forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 7 times during the year under review. The intervening gap between the
meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Independent Directors' Meeting
The Independent Directors met on March 28, 2024 without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation
The Nomination and Remuneration Committee (NRC) has devised criteria for evaluation of
the performance of the Board as a whole, various Committees, Chairperson and individual
Directors.
Your Company has engaged an independent external agency "Talentonic HR Solutions
Private Limited" ("Talentonic") for facilitating Board evaluation for the
financial year ended March 31, 2024. The evaluation process focused on Board dynamics,
softer aspects and involved independent discussions with all Board members. A detailed
Board effectiveness assessment questionnaire was developed based on the criteria and
framework adopted by the Board. The CEO of Talentonic conducted one-to-one virtual
meetings with all the board members on five key themes i.e., Fiduciary Role of the Board,
Board involvement in strategy, quality of Board discussions, Board leadership and
organisation health and talent and Board Structure & Capability.
The results of the evaluation showed a high level of commitment and engagement in the
Board, its various committees and senior leadership. The recommendations arising from the
evaluation process were discussed at the Independent Directors' meeting held on March 28,
2024 and also at the NRC meeting and Board meeting held on March 28, 2024. The suggestions
were considered by the Board to optimise the effectiveness and functioning of the Board
and its committees.
Board Familiarisation and Training Programmes
The Board is regularly updated on changes in statutory provisions, as applicable to
your Company. The Board is also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help the Directors to keep abreast of
key changes and their impact on your Company. An annual strategy retreat is conducted by
your Company where the Board provides its inputs on the business strategy and long-term
sustainable growth for your Company. Additionally, the Directors also participate in
various programmes/meetings where subject matter experts apprise the Directors on key
global trends. The details of such programmes are provided in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Policy on Directors' appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors'
appointment and remuneration and other matters ("Remuneration Policy") which is
available on the website of your Company and link for the same is given in Annexure
– 1 of this report. The Remuneration Policy for selection of Directors and
determining Directors' independence sets out the guiding principles for the NRC for
identifying the persons who are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Remuneration Policy.
Board Diversity
Your Company recognises and embraces the importance of a diverse board in its success.
The Board has adopted the Board Diversity Policy which sets out the approach to the
diversity of the Board of Directors. The said Policy is available on your Company's
website and link for the same is given in Annexure – 1 of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which focuses on
orderly succession of Directors, Key Management Personnel and Senior Management. The
Nomination and Remuneration Committee implements this mechanism in concurrence with the
Board.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
based on the information and explanations received from the management of your Company,
confirm that: a. in the preparation of the Annual Financial Statements, the applicable
accounting standards have been followed and there are no material departures; b. they have
selected such accounting policies and applied them consistently and 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 that period; c. proper and sufficient care has been taken 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. the annual financial statements have been prepared 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 operating effectively; f.
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their adequacy are included
in the Management Discussion and Analysis Report, which forms part of this Integrated
Annual Report.
Risk Management
Risk Management Framework which provides a process of identifying, assessing,
monitoring, reporting, and mitigating various risks at all levels at periodic intervals.
Under the framework, the Company has constituted a Risk Management Committee to
continuously monitor, report and mitigate various risks faced. The outcome of this process
is reported to the Audit Committee and the Board of Directors on quarterly basis.
Board policies
The details of various policies approved and adopted by the Board as required under the
Act and SEBI Listing Regulations are provided in Annexure – 1 to this report.
Corporate Social Responsibility (CSR)
The details of the CSR Committee are provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report. The CSR policy is available on the website of
your Company and link for the same is given in Annexure – 1 of this report .
The Annual Report on CSR activities is annexed and forms part of this report Annexure
– 2. During the financial year, your Company has met its CSR obligations in terms
of Section 135 of the Act. Your Company has spent more than 2% of its statutory CSR
obligations. The Chief Financial Officer of your Company has certified that CSR spends of
your Company for FY24 have been utilised for the purpose and in the manner approved by the
Board of your Company.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this
Integrated Annual Report.
Corporate Governance Report
Your Company is committed to maintain highest standards of corporate governance
practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations,
forms part of this Integrated Annual Report along with the required certificate from a
Practicing Company Secretary, regarding compliance of the conditions of corporate
governance, as stipulated.
In compliance with corporate governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of the Company ("Code of Conduct"), who
have affirmed the compliance thereto. The Code of Conduct is available on the website of
your Company and the link for the same is given in Annexure – 1 of this
report.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY24, describing the
initiatives taken by your Company from an environment, social and governance (ESG)
perspective, forms part of this Integrated Annual Report. In addition to BRSR, the
Integrated Annual Report of your Company provides an insight on various ESG initiatives
adopted by your Company. The ESG disclosures have been independently assured by external
agency viz., Intertek India Pvt. Ltd.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024
prepared in accordance with Section 92(3) of the Act is made available on the website of
your Company and link for the same is given in Annexure – 1 of this report.
Transactions with Related Parties
All transactions with related parties are placed before the Audit Committee for its
approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature.
All transactions with related parties entered into during the year under review were at
arm's length basis and in the ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your
Company's Policy on Related Party Transactions.
The Audit Committee comprise solely of the Independent Directors of your Company. The
members of the Audit Committee abstained from discussing and voting in the transaction(s)
in which they were interested.
During the year, your company has not entered into any transactions with related
parties which could be considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
During the year, the material Related Party Transactions pursuant to the provisions of
SEBI Listing Regulations had been duly approved by the shareholders of your Company
through Postal Ballot on March 14, 2023. Your Company did not enter into any related party
transactions during the year under review, which could be prejudicial to the interest of
minority shareholders. The Policy on Related Party Transactions is available on your
Company's website and can be accessed using the link given in Annexure – 1 of
this report.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your
Company has filed half yearly reports to the stock exchanges, for the related party
transactions.
Statutory Auditors & Auditor's Report
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S
R B C & Co. LLP, Chartered Accountants (Firm Registration No.: 324982E/ E300003) were
appointed as the Statutory Auditors of your Company, for the first term of five years till
the conclusion of 44th AGM of your Company to be held in the year 2027.
The Statutory Auditors have confirmed that they are not disqualified to continue as
Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
Representative of M/s. S R B C & Co. LLP, Statutory Auditors of your Company
attended the previous AGM of the Company held on July 20, 2023.
Statutory Auditors have expressed their unmodified opinion on the Standalone and
Consolidated Financial Statements and their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers. The Notes to the financial statements
referred in the Auditor's Report are self-explanatory. The Auditor's Report is enclosed
with the financial statements forming part of this Annual Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board re-appointed M/s. Mehta & Mehta, Practicing Company Secretary,
to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report
for the year under review is provided as Annexure – 3 of this report.
Explanation to Secretarial Auditors' Comment:
The Secretarial Auditor has mentioned their observation regarding delay in appointment
of Compliance Officer in the Secretarial Audit Report as per Annexure – 3 forming
part of this Board's Report. In this regard, your Company had made necessary
representations before the Stock Exchanges with reasons / justifications for the same,
which was considered by the Stock Exchanges favourably and they waived the fine.
Secretarial Standards
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Cost Records and Cost Auditors
During the year under review, in accordance with Section 148(1) of the Act, your
Company has maintained the accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject to audit by M/s. M. Nanabhoy &
Co., Cost Accountants (ICWAI Firm Registration Number: 000012) as the Cost Auditors of
your Company for FY24.
The Board has re-appointed M/s. M. Nanabhoy & Co., Cost Accountants (Firm
Registration Number: 000012) as Cost Auditors of your Company to conduct a cost audit for
the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the
ensuing Annual General Meeting.
The Cost accounts and records as required to be maintained under section 148 (1) of the
Act are duly made and maintained by your Company.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by Company's
officers or employees, to the Audit Committee, as required under Section 143(12) of the
Act.
Particulars of Employees
Your Company had 4,330 (consolidated basis) employees as of March 31, 2024.
The information required under Section 197 of the Act, read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to
percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure
– 4 of this report. The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. However, in terms of Section 136 of the Act, the Integrated
Annual Report is being sent to the shareholders and others entitled thereto, excluding the
said annexure, which is available for inspection by the shareholders at the Registered
Office of your Company during business hours on working days of your Company. If any
shareholder is interested in obtaining a copy thereof, such shareholder may write to your
Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal
Complaints Committees (ICs), at all relevant locations across India to consider and
resolve the complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual
harassment at the workplace.
The ICs also work extensively on creating awareness on relevance of sexual harassment
issues, including while working remotely. The employees are required to undergo mandatory
training/ certification on POSH to sensitise themselves and strengthen their awareness.
The Company received one complaint during the year. All new employees go through a
detailed personal orientation on anti-sexual harassment policy adopted by your Company.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear of retaliation. The vigil
mechanism of your Company provides for adequate safeguards against victimisation of
whistle blowers who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said
policy is uploaded on the website of your Company and the link of the same is given in Annexure
– 1 of this report.
ConservationofEnergy,TechnologyAbsorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the
Companies (Accounts) Rules, 2014, as amended is provided as Annexure – 5 of
this report.
Cyber Security
In view of increased cyber-attack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment is enabled with real time security
monitoring with requisite controls at various layers starting from end user machines to
network, servers, application and the data.
Code for prevention of insider trading
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and
report trading in Company's shares by Company's designated persons and their immediate
relatives as per the requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the
procedures to be followed by designated persons while trading/ dealing in Company's shares
and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers
Company's obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI.
Further, it also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on your Company's
website and link for the same is given in Annexure – 1 of this report.
The employees are required to undergo mandatory training/certification on this Code to
sensitise themselves and strengthen their awareness.
General Disclosures
Neither the Chairman nor the CEO of your Company received any remuneration or
commission from any of the subsidiary of your Company.
Your Directors state that no disclosure or reporting is required in respect of the
following items, as there were no transactions/events of these nature during the year
under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under
any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and your Company's operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by your Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
Section 67(3)(c) of the Act).
5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
6. One time settlement of loan obtained from the Banks or Financial Institutions.
7. Revision of financial statements and Directors' Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, concerned
Government Departments, Financial Institutions and Banks. Your Directors thank all the
esteemed shareholders, customers, suppliers and business associates for their faith, trust
and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
your Company continues to grow and excel.
For and on behalf of the Board of Directors
|
Gautam S. Adani |
| Date: May 1, 2024 |
Chairman |
| Place: Ahmedabad |
(DIN: 00006273) |
|