Dear Members,
Your Board of Directors is pleased to present the 62nd Directors Report of Bajaj Steel Industries Limited ("the Company"), together with the Audited Financial Statements including Consolidated Financial Statement for the financial year ("FY") ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The Company's Financial Performance (Standalone & Consolidated) for the FY 2022-23 is summarised below;
(Rs. In Lakhs)
PERFORMANCE HIGHLIGHTS
The Performance Highlights on Standalone and Consolidated basis for the FY 2022-23 of the Company are as under:
STANDALONE BASIS
• During the year under review, the gross turnover including other Income on standalone basis of the Company increased from Rs. 42,491.90 Lakhs of 2021-22 to Rs. 48,880.39 Lakhs in 2022-23 representing a growth of 15.03%.
• The Profit before Interest, Depreciation and Tax (PBITDA) of the Company increased from Rs. 5,946.08 Lakhs of 2021-22 to Rs. 9,217.56 in 2022-23 with a growth of 55.01%.
• The Earnings Per share increased by Rs. 45.23 during the year under review.
• The Net worth of the Company in 2022-23 was Rs. 24,602.56 Lakhs in comparison of Rs. 18,708.02 Lakhs of 2021-22.
CONSOLIDATED BASIS
• The gross turnover including other Income on consolidated basis of the Company also increased from Rs. 45,018.82 Lakhs of 2021-22 to Rs. 54,851.07 Lakhs in 2022-23 representing a growth of approx. 21.84%.
• The Profit before Interest, Depreciation and Tax (PBITDA) of the Company increased from Rs. 6,524.18 Lakhs of 2021-22 to Rs. 10,649.58 Lakhs in 2022-23 with a growth of 63.23%.
• The Earnings Per share increased by Rs. 57.87 during the year under review.
• The Net worth of the Company in FY 2022-23 was Rs. 27,288.22 Lakhs in comparison of Rs. 20,625.56 Lakhs of FY 2021-22.
OPERATIONS
In the FY 2022-23, the Company has captured/tapped new geographical areas/countries i.e. China, Uzbekistan and Brazil. All the business divisions of the Company are doing well and it has resulted into increased order booking and good profitability. The Company is also expanding its land parcel in the Industrial area to cater the operational requirements of new business segments. The business divisions in which the Company operates are as under:
GINNING MACHINERY DIVISION
Company manufactures and supply machineries, equipment, spare parts and other allied equipment related to cotton ginning and processing units of all the four cotton ginning technologies i.e. Single Roller Gins, Double Roller Gins, Rotary Knife Roller Gins (Rotobar Gins) and Saw Gins for different varieties of seed cottons, under one roof. The Company is having distinction of only company in the world with capabilities for manufacturing Cotton Ginning Machines for all the four major cotton ginning technologies being used in the world.
The Continental Eagle Corporation (CEC) Division that is a part of the Ginning Machinery Division manufactures & supply all the products based on CEC, USA design or Improved designs thereof including Saw Gins, Rotobar, Delinting, Decorticating, Cotton Cleaning, Cotton Conveying, Cotton Conditioning, Conveyors, Rotobar gin, spare-parts, high capacity humidification systems, dryers, and all other equipments required to be fitted in saw gin, Rotobar gin based factories and Delinting and decorticating factories.
INFRASTRUCTURE DIVISION
The Infrastructure division of the Company is engaged in the business of designing, fabrication, manufacturing and erection of pre-engineered buildings, Civil Industrial Buildings, Warehouses, K-houses, solar module mounting structures, etc. This division has in-house design and engineering capabilities to scale new frontiers of technical excellence and is driven by its own sales, marketing, technical, and support team.
The Company also provides customised solutions for prefabricated buildings, PEB industrial shed, pre-engineered school buildings, pre-engineered warehouse structures, agricultural warehouses, pre-engineered industrial sheds for pharmaceutical and food processing units.
Over the period, it has successfully executed over 500 steel building projects (domestic and overseas). It is also executing EPC projects for clients like Indian Oil Corporation Limited., Maharashtra State Warehousing Corporation, Nuclear Fuel Complex and Maha Metro projects etc.
ELECTRICAL DIVISION
The Company has in place Electrical Panel Division that manufactures & sells Electrical Panels including Power Control Centres, Motor Control Centres, APFC Panels, LT & HT Panels, IMCC Panels, Drive Panels, PLC & SCADA Panels, AMF Panels, Synchronisation Panels, Control Panels, Lighting Panels, Power Distribution Boards, Customised Panels and Panel Cabinets.
The Company also manufactures and supply Bus Truncking System, Intelligent Motor Control Centre, SVGR System for Harmonic Control etc. and has manufacturing/quality certifications such as IEC 61439 Part 1 and 2, UL certification and IS 8623 certification.
HEAVY EQUIPMENT DIVISION
The Company is also engaged into the manufacturing and supply of Heavy Equipment and Structural Fabrication for various Steel Plants and provides other customised fabricated structures, as per the requirement of the clients. Heavy Equipment Division (HED) is capable enough to fulfil the basic requirements of any Original Equipment Manufacturer (OEM) belonging to various sectors like Steel, Cement, Mineral, Power etc.
Further, the said division is also involved in the manufacturing of its new product line of Aerobridges and Passenger Boarding system. The Company is having rich manufacturing capabilities with the backup of its Design Cell, Production & Quality team and impressive infrastructure for Heavy Fabrication, Critical Machining, Assembly along with Painting and Packing.
FIRE FIGHTING DIVISION
This division is carrying the business of designing and Installation of Firefighting systems i.e. Fire extinguishers, Hydrant systems, Sprinkle systems and Fire Diversion Systems etc.
OTHER PRODUCTS
The Company also manufactures various ancillary and other products such as Specialty Conveyors, Office Furniture, Steel Doors, Industrial Fans and Impellers, Hydraulic Cylinders, Ducting System, cutting of steel and other material on job-work basis and also for the Internal purposes.
SLUMP SALE OF SUPERPACK DIVISION
The Company had a Plastic division better known as Superpack Division. The Superpack Division was into the production of various kind of Master batches having proven range of products for various applications especially for HDPE & PP tapes, Injection & blow molded items lamination of woven fabrics, non-woven fabrics etc. TiO2, UV & elastomer based master batches. The Superpack Division was incurring continuous losses since past few years and due to the said losses the division could not get recovered. The Revenue from the operation of Superpack division in FY 2021-22 was Rs. 4,937.33 Lakhs which is less than 20% of the overall Revenue generation of the Company for FY 2021-22 i.e. Rs. 41,231.09 Lakhs and the Net Loss of the said division in FY 2021-22 was Rs. 753.92 Lakhs and whereas the Net profit of the Steel Division was Rs. 4,070.59 Lakhs and after adjusting the losses of the Superpack division the total net profit of the Company was Rs. 3,316.67 Lakhs in FY 2021-22. Thus the losses of the Superpack division has impacted the performance of the Company to a great extent.
The management of the Company has taken various measures and actions to mitigate the expenses which shall overcome the continuous losses of the division but the desired results could not be achieved which resulted reduction in the overall profitability and has also affected financial performance of the Company. Therefore, to concentrate more on the different verticals of the steel division of the Company which can produce good results, the Board of Directors finally at its Board Meeting dated February 14, 2023, decided to Sale-Off the Superpack Division together with all the assets, liabilities, approvals, contracts, books & records, litigations and employees etc. of the Superpack division except those retained by the Company on a slump sale basis to VSA Business Solutions Private Limited, Nagpur for a lump sum consideration, without values being assigned to Individual assets and liabilities.
The Slump Sale Agreement with regard to sale of Superpack Division on a going concern basis was executed by the Company on February 20, 2023 and the said division was finally sold for a lump sum consideration of Rs. 4,75,00,000/- (Rupees Four Crore Seventy Five Lakhs only). Since the said Division did not fall under the category of substantial undertaking as defined under Section 180 of the Companies Act, 2013 read with relevant rules made thereunder by the fact that the annual revenue of the said division was less than 20% of the total annual revenue of the Company, instead of Shareholder's approval, only the Board Resolution su_ced and necessary compliances were also done under the Companies Act, 2013 and SEBI Listing Regulations.
DIVIDEND
Your Directors are pleased to recommend a Dividend @ 60 % i.e. Rs. 3/- per equity share having a Face Value of Rs. 5/- each as final dividend for the FY 2022-23. The Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend, subject to its declaration, will be distributed to shareholders whose names appear in the Register of Members on Friday, September 08, 2023.
Based on the total number of Equity Shares of the Company, the dividend, if approved would result in a cash outflow of Rs. 156 Lakhs. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 09, 2023 to Wednesday, September 20, 2023 (both days inclusive) for the purpose of payment of dividend and AGM of FY 2022-23.
TRANSFER OF RESERVES
Out of the amount available for appropriations for the FY 2022-23, the Company has transferred Rs. 4,447.13 Lakhs to its General Reserves.
DEPOSITS
During the FY 2022-23, the Company did not invite or accept any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).
SUBSIDIARIES OF THE COMPANY
The Board of Directors at its meeting held on May 27, 2023, approved the Audited Standalone and Consolidated Financial Statements for the FY 2022-23 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2022-23, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary Companies is attached to the Financial Statement in Form AOC-1 as Annexure-A. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.bajajngp.com. These documents will also be available for inspection during business hours at the registered office of the Company.
The Company has the following two Wholly Owned Foreign Subsidiaries:
1) Bajaj Coneagle LLC, Alabama, USA;
2) Bajaj Steel Industries (U) Limited, Uganda
MATERIAL SUBSIDIARY
The Company has no material subsidiary as per the thresholds laid down under the Listing Regulations.
CREDIT RATING
During the year under review, the Debt Equity Ratio of FY 2022-23 was 0.13 times vis a vis against last FY 2021-22 which was 0.28 times. Due to the significant growth in the Debt Equity Ratio, and Company's track record of good operating performance and conservative financial policy, the Global rating agency, "Dun & Bradstreet" (D&B) has rated your Company in the below manner:
Rating Key D & B Rating: 5A2
Condition: Good
During the year, the domestic rating agency, CRISIL has also upgraded the Company's long term & short term ratings in the below manner:
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement pertains and date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no such change in the nature of business of the Company during the reporting period.
AUDITORS
STATUTORY AUDITORS
M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur, (FRN: 305123E), were appointed as Statutory Auditors of the Company at the 61st AGM to hold their office till the conclusion of 66th AGM upon being eligible and qualified under the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
AUDITORS' REPORT
The Auditor's Report for the FY 2022-23 on the financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
COST AUDITOR
During the year under review, in accordance with Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government. Such cost records are subject to audit by M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost Auditors of the Company for the FY 2022-23. The Cost Auditors' Report of FY 2022-23 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.
Further, the Board of Directors has re-appointed M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost Accountants, as Cost Auditors of the Company for the FY 2023-24 and in accordance with the provisions of Section 148 (3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration plus applicable taxes and reimbursement of out-of-pocket expenses as payable to Cost Auditor for conducting cost audit of the Company for the FY 2023-24, has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the AGM.
INTERNAL AUDITOR
The Internal Audit of the Company for the FY 2022-23 was undertaken by the Internal Auditors M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur. Further, there were no adverse remarks or qualification received from the Internal Auditors. The Internal Auditors reports directly to the Audit Committee of the Company and the internal audit was completed as per the scope defined by the said Committee from time to time Further on the recommendation of the Audit Committee, M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur, were re-appointed as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 to carry out the Internal Audit of the functions and activities of the Company for the FY 2023-24.
SECRETARIAL AUDITOR
The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company Secretaries, Nagpur, to conduct the Secretarial Audit for the FY 2022-23, as prescribed under Section 204 of the Act and Rules made thereunder.
The Secretarial Audit Report in the prescribed Form MR-3 for FY 2022-23 as furnished by M/s Siddharth Sipani & Associates is annexed to this Report as Annexure-B. Further, the Secretarial Auditors have made the following observation in their Report and the Board's explanation thereof is as under:
Observation:
Promoter's Holding is not fully maintained in the dematerialised form as required under SEBI (LODR) Regulations, 2015
Board's Explanation/Comments:
Few shares held by the promoter(s)/ promoter(s) group have not been dematerialised due to following reason:
- The said Promoter(s) who had not dematerialised their shares, have informed the Company that at present they are the owners of those shares and their name is appearing in the Register of Members of the Company.
- Requisite documents for the issue of duplicate certificate and other formalities is under process and after submission of those documents with the Company, the letter of confirmation shall be issued to Promoter(s) for the dematerialisation of shares.
FRAUDS REPORTED BY AUDITOR
During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
INTERNAL FINANCIAL CONTROLS
The Company's internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
BUSINESS RISK MANAGEMENT
Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, the Audit Committee has an additional oversight in the area of financial risks and controls.
SHARE CAPITAL
During the FY 2022-23, the paid-up Equity Share Capital was Rs. 260 Lakhs. Further, during the year under review, the Company did not issue any shares and grant stock options or sweat equity shares to the employees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has disclosed the details relating to the Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, in the Notes to the Financial Statement which forms part of this Annual Report.
TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Policy on the Materiality of Transaction (RPT) and dealing thereof which is also available on the Company's website at https://bajajngp.com/investor-relations/ guidelines-code-policy/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all the transactions between the Company and its Related Parties. All the RPTs are placed before the Audit Committee for its approval, review and ratification. Prior omnibus approval is obtained for RPTs on a yearly basis for the transactions which are of repetitive nature and/or entered in the ordinary course of business at arm's length.
All the RPTs entered during the year were in ordinary course of the business and at arm's length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. However, the particulars of all the RPTs in terms of IND AS 24 are forming part of the financial statements.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company believes that Human Resource is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering.
The HR Management of the Company continuously strives towards good work life balance, talent acquisition and minimal employee turnout. The HR management systems and processes are designed to enhance organisational effectiveness and employee alignment. Your Company is also maintaining smooth Industrial relation and statutory compliance across all the plants and divisions.
MANAGEMENT
DIRECTORS AND KEY MANEGERIAL PERSONNEL (KMP)
The composition of the Board of Directors of the Company is as below:
Sr. Name of Director DIN Position No.
1. Shri. Rohit Bajaj 00511745 Chairman & Managing Director
2. Shri. Sunil Bajaj 00509786 Executive Director
3. Dr. Mahendra Kumar Sharma 00519575 Whole Time Director & CEO
4. Smt. Bhanupriya Thakur 08276607 Non-Executive Non Independent Director
5. Shri. Deepak Batra 02979363 Non-Executive Independent Director
6. Shri. Mohan Agrawal 01028558 Non-Executive Independent Director
7. Shri. Alok Goenka 00789716 Non-Executive Independent Director
8. Shri. Rajiv Ranka 00392438 Non-Executive Independent Director
9. Dr. Raja Iyer 07602907 Non-Executive Independent Director
Pursuant to Section 152(6)(d) and (e) of the Companies Act, 2013, Smt. Bhanupriya Nikhil Thakur, Non-Executive Director, retires by rotation, and offers herself for the reappointment.
DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY
Sr. Name of Director/KMP DIN/PAN Designation Nature of Change Effective Date No
1. Shri Divyanshu Vyas AOBPV7389A Company Secretary Resignation July 07, 2022
2. Shri Rachit Jain BBXPJ4452L Company Secretary Appointment July 08, 2022
3. Shri Vinod Kumar Bajaj 00519541 Non-Executive Director Retirement September 21, 2022 (NED) Additional NED Appointment October 03, 2022 NED Change In Designation November 15, 2022 NED Resignation February 08, 2023
4. Dr. Raja Iyer 07602907 Non-Executive Retirement September 26, 2022 Independent Director Re-Appointment for 2nd September 27, 2022 term During the year 2022-23, Shri Divyanshu Vyas resigned from his office as Company Secretary and therefore to fill the said vacancy, the Board appointed Shri Rachit Jain as Company Secretary of the Company w.e.f July 08, 2022.
Shri Vinod Kumar Bajaj, Non-Executive Director, has held his office up to the conclusion of 61st AGM pursuant to his terms of re-appointment at 60th AGM of the Company.
However, after the cessation of his term at the 61st AGM and on the recommendation of Nomination & Remuneration Committee, he was further appointed as an Additional Non-Executive Director vide circular resolution dated October 03, 2022 to hold the office till the conclusion of 62nd AGM of the Company w.e.f. October 03, 2022 and the said appointment was accordingly regularised by the members of the Company in terms of the provisions of Companies Act, 2013 and SEBI Listing Regulations, 2015, vide Special Resolution passed through Postal Ballot dated November 15, 2022.
Further, due to his pre-occupancy and health concerns, he resigned from his office under Section 168 of the Companies Act, 2013, w.e.f. February 08, 2023 and the same was intimated to the Stock Exchange(s).
Apart from the above, Dr. Raja Iyer, who was appointed as Non- Executive Independent Director on the Board of the Company by the Members at the 56th AGM for a period of 5 (five) consecutive years commencing from September 27, 2017 had completed his initial term as Non-Executive Independent Director on September 26, 2022 and being eligible & qualified under the provisions of Companies Act, 2013 and SEBI Listing Regulations and on the recommendation & approval of Nomination & Remuneration Committee and the Board of Directors, he was further reappointed as Non-Executive Independent Director by the members at the 61st AGM of the Company for the 2nd term of three (03) consecutive years commencing from September 27, 2022 to September 26, 2025, not liable to retire by rotation.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 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.
Further, all the Independent Directors are also registered on the Independent Director's data bank maintained by the Indian Institute of Corporate Affairs.
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. Performance evaluation of independent directors was also done by the entire Board, excluding the independent director being evaluated.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the annual return as on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https://bajajngp.com/ investor-relations/annual-report/.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate received from the Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated.
In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, the Company has formulated and implemented a Code of Conduct for all the Board members and senior management personnel ("Code of Conduct"), who have afirmed the compliance thereto. The Code of Conduct is available on the website of the Company at https://bajajngp.com/investor-relations/guidelines-code-policy/.
CORPORATE SOCIAL RESPONSIBILITY (‘CSR')
A detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee and CSR activities is attached as Annexure ‘C - I' and ‘C - II' to this Report. Further, the Chief Financial Officer of the Company has certified that the amount spent on CSR expenditure for the FY 2022-23 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company. The CSR policy is also available on the website of Company at https://bajajngp.com/investor-relations/guidelines-code-policy/.
BOARD MEETINGS
The Board of Directors met 7 (seven) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
BOARD COMMITTEES
The Board of Directors has following Committees: -
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
A detailed disclosure on the Board, its committees, its composition, and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is mentioned in the Report on Corporate Governance which forms part of this Annual Report.
VIGIL MECHANISM
The 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 provides for adequate safeguards against victimisation of directors and employees 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 the Company at https://bajajngp.com/investor-relations/ guidelines-code-policy/.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 {‘POSH Act'} and rules made thereunder, the Company has constituted Internal Complaints Committees (ICC) to consider and resolve the complaints related to sexual harassment. The ICC is headed by a senior woman, conduct the investigations and make decisions at the respective locations. The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure ‘D' to 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, in terms of the first provision of Section 136(1) of the Act, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company, any shareholder interested in obtaining a copy of the same may write to the Company Secretary on email id : csfilegal@bajajngp.com and will be made available to any Member on his/her request.
TRANSFER OF UNCLAIMED AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. Accordingly, the Company has transferred the unclaimed dividend of Rs. 4,37,060/- (Rupees Four Lakhs Thirty Seven Thousand and Sixty Only) relating to FY 2014-15 and 24,048 corresponding equity shares to the IEPF authority.
The Members who have a claim on above dividends and/or shares are requested to follow the below process:
1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www.iepf.gov.in) to the Company/ Registrar and Transfer Agent (RTA).
2. After verification of the aforesaid documents submitted, Company/RTA will issue an entitlement letter.
3. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company/RTA.
4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is as under:
CONSERVATIONOFENERGYANDGREENTECHNOLOGY/ INITIATIVES
The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in per unit consumption of energy is an ongoing exercise in the Company. The following effective measures have been taken to minimise the loss of energy:
1. Replacement of all halogen type lights by LED lamps across all the factory locations.
2. Variable Frequency Drive (VFD) installed in the maximum lathe and hoist system
3. Energy saving fans and office bulbs installed across all the plants and offices to reduce the overall energy consumption. Apart from the above, the Company has also worked mainly in following areas to preserve and protect the surrounding Nature:
Company has planted more than 400 trees and plants of various species within the designated area around its factories locations of approx. 1800 sq. ft in FY 2022-23.
The Chairman and Managing Director of the Company strongly believes in the principle of "When you love the Nature, the Nature loves you back."
RESEARCH AND DEVLOPMENT (R&D)
a. Specific areas in which R&D was carried out by the Company
Company has carried out the R&D in the below product:
• Humidification System
• Rotobar High Speed Machine
• Heavy Equipment
• Seed Drier System
b. Benefits derived as a result of the above R&D
Increased orders under various divisions of the Company
New multi engineering Products launched
c. Future Plan of action
Launching of modern technology to get rid of conventional methodologies
Development under R&D unit to achieve multi fold growth in the concerned industry.
TECHNOLOGY ABSORPTION
The technological developments on Ginning & Pressing Machinery has acted as an driving force in structural shift from old outdated to more productive advance machinery. The technology used by the Company is updated as a continuous exercise. The Company recognises that focused initiative on the development of new products would form the backbone of the Company's future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products. At present, the Company is working on various products under the able leadership of Dr. M.K. Sharma, Whole Time Director & CEO. The Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products to trap the market throughout the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned and used during the financial year 2022-23
LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited and Calcutta Stock Exchange Limited (CSE). The Company has paid annual listing fees to the concerned Stock Exchanges for the FY 2022-23. Since the shares are not being traded on the CSE, it is being informed that the Company is in the process to voluntary delist the equity shares from the CSE.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Company's operations in the future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application has been made under the Insolvency and Bankruptcy Code, 2016 and hence the disclosure is not applicable to the Company for the period under review.
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
No such incident took place during the reporting year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (‘ICSI') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by the Ministry of Corporate Affairs.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that:
1. In the preparation of Annual Accounts for the FY 2022-23, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws;
2. The Directors 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 year on that period;
3. The Directors have taken proper and sufficient care towards 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;
4. Annual Accounts have been prepared on a going concern basis;
5. Internal financial controls were in place which were adequate and were operating effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.
CEO/CFO CERTIFICATION
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) have issued a certificate pursuant to the provisions of Regulation 17 (8) of the Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs, which has been reviewed by the Audit Committee and taken on record by the Board.
CAUTIONARY STATEMENT
It is to be noted that in accordance with relevant securities laws and regulations, certain comments in the Management Discussion and Analysis section may be regarded to be "forward-looking statements" with respect to Company's objectives, plans, estimates and expectations. It is crucial to recognise that the actual results achieved may significantly deviate from the expressed or implied statements. Company's operations are subject to various influential factors, including economic developments within the country, industry-specific demand and supply conditions, fluctuations in input prices, modifications in government regulations and tax laws, as well as additional considerations such as litigation and industrial relations.
APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to express their grateful appreciation for the co-operation and continued support extended by its various stakeholders like the Central Government, State Government, Customers, Suppliers, Dealers, Value Chain Partners, Banks, Financial Institutions, Communities, Employees, Workers and the Members towards conducting the business of the Company.
FOR AND ON BEHALF OF THE BOARD OF BAJAJ STEEL INDUSTRIES LIMITED