For The Financial Year Ended 31st March, 2023
Dear Members,
Your Directors are pleased to present their Twenty Ninth Annual Report together with the Audited Accounts for the year ended 31st March, 2023.
Financial Summary Highlights
Share Capital
The issued, subscribed and paid up share capital of the Company as on 31st March, 2023 was at ' 753.93 lakh divided into 3,76,96,475 Equity Shares of ' 2 each.
During the year under review, the Board of Directors by adopting a Resolution through Circulation on 27th June, 2022, allotted 10,00,000 0.01% Compulsory Convertible Preference Shares(CCPS) of face value of ' 10 each at an issue price of ' 156 including securities premium of ' 146 per CCPS aggregating to ' 15,60,00,000 (Fifteen Crores Sixty Lakhs Only) on preferential basis to BMG Enterprises Limited, Holding Company ('Allottee'), being part of the Promoters Group, in terms of approval obtained from Members of the Company by way of Special Resolution at the Extra-ordinary General Meeting held on 21st April, 2022.
Further, pursuant to the option exercised by the Allottee as per terms of issue of CCPS, the Board of Directors at its Meeting held on 16th December, 2022 approved the conversion of entire CCPS into Equity Shares and allotted 10,00,000 Equity Shares of ' 2 each, ranking pari passu in all respect with the existing Equity Shares of the Company.
In compliance with the applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and guidelines issued by BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), the Trading Approval for 10,00,000 Equity Shares of ' 2 each arising from conversion of aforesaid CCPS were obtained from both the Stock Exchanges viz. BSE and NSE on 3rd March, 2023, which became effective from 6th March, 2023.
Post aforesaid approval of Stock Exchanges, the total listed paid-up Share Capital of the Company on BSE and NSE stands increased from ' 7,33,92,950 comprising of 3,66,96,475 Equity Shares of ' 2 each to ' 7,53,92,950 comprising of 3,76,96,475 Equity Shares of ' 2 each.
Apart from above, the Company has not issued any shares with differential voting rights, employee stock options and sweat Equity Shares.
Appropriation Of Profit After Tax For Transfer To Reserves
During the Financial Year 2022-2023, an amount of ' 2,500 lakhs was separately transferred to General Reserve in terms of the first proviso to section 123(1) of the Companies Act, 2013 and a sum of ' 126.95 lakhs was kept as retained earnings.
Dividend
Your Directors are pleased to recommend to the Members, for their approval, a Dividend of Re.0.40 per Equity Share of ' 2 each (i.e 20% on the paid up capital) in the Company for the year ended 31st March, 2023.
The Dividend recommended is in accordance with the Company's Dividend Distribution Policy as framed by the Board of Directors on 9th February, 2022. This Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://www.rossellindia.com/wp-content/uploads/2022/07/Dividend-Distribution-Policy.pdf.
The State Of Company's Affairs Revenue
The gross revenue of your Company including sale of Tea, Black Pepper, Avionics Equipment as well as Receipt for Technical and Support Services have been higher by 18.24% at ' 35,358.32 lakhs as against ' 29,902.80 lakhs for the previous financial year 2021-2022.
Performance
Rossell Tea
Your Directors' are extremely satisfied with the excellent performance of Rossell Tea Division for the financial year 2022-23. Even though extreme weather conditions were experienced with excessive rainfall, we were able to produce 51.99 lakh kgs own crop and 4.61 lakh kgs from bought leaf aggregating to 56.60 lakh kgs, which happens to be the highest crop ever produced from the existing 6 Tea Estates. High quality Orthodox and CTC compliant teas were outturned and "Rossell Tea" continues to be the benchmark for the Industry in both the categories for its customers in the domestic and global markets.
Orthodox production was maximized as the price realization of this category was much higher than the CTC variety on the back drop of lower Orthodox production at Sri Lanka.
The CTC prices which opened firm in the beginning of the year, dropped and were lower in May and June due to the high production in April/ May. Thereafter the CTC prices were quite firm till October and again started dropping from November till the end of the season owing to overproduction and less demand and consumption.
The Orthodox market opened low initially due to the sanctions on Iran and also due to the global trade being impacted owing to the pandemic. However, once the shortfall in crop started emanating from Sri Lanka, the prices were spiraling. A number of producers shifted to Orthodox production due to the high Orthodox prices in the Domestic market. We too curtailed our CTC production and made more Orthodox at our Estates for better value. Orthodox production was 30.58 lakh kgs as compared to 22.29 lakh kgs in the previous year. CTC production was 26.02 lakh kgs as compared to 29.44 lakh kgs.
Our Orthodox sale averages are ' 301.65 per kg as against ' 249.73 in the previous year and in the CTC category ' 284.03 as against ' 291.70 per kg.
In both the categories of teas our averages are significantly higher than the Industry averages for Assam estates, which are ' 282.69 for Orthodox and ' 224.53 for CTC.
We have achieved the highest ever sale average of ' 290.29 per kg for our teas.
Exports during the financial year was 6.32 lakh kgs as against 6.83 lakh kgs in the previous year. Exports were lower due to the global trade being affected owing to the pandemic and also owing to no exports to Iran on account of the sanctions imposed by the US. Exports out of India have been dropping in favor of the African teas as their teas are much cheaper and also due to the logistic location. Another factor which has contributed to the lower exports is the ongoing Ukraine conflict which has led to high inflation and recession worldwide.
This is however limited to the medium category as the best quality, where our teas fit in, continue to be exported to the continent and beyond.
Our product-mix allowed us to realize the best possible value for our teas. Improved productivities and efficiency, and the higher production allowed us to absorb and obviate the wage cost which was significantly higher.
The total income of the Division has increased from ' 14,644.76 lakhs to ' 16,689.79 lakhs which is the highest ever turnover recorded for the Division.
Rossell Techsys
It can now be confidently stated that the Aerospace and Defense industry has emerged out of the effects of the pandemic. In addition, it can also be stated that in 2024 the industry would have exceeded the pre-pandemic levels. The Division's largest customer has shown a very encouraging and positive trend of growing by over 12% in 2022-2023. Most of the Division's customers forecast that 2024 will be a year of complete turnaround. The three major Original Equipment Manufacturers (OEMs), Boeing, Lockheed Matin and Honeywell, contribute close to 85% of the Division's revenue. Of the three OeM's Honeywell business has grown by over 100%. The Division has been successful in capturing new customers, commencing mid of 2022 and through the first quarter of 2023. The new customers are IAI in Israel, SFC in Germany, Telair (a Transdigm company) in Germany, and has positive signs of adding new major OEMs in 2023. IAI, the Division's newest customer, shows exceptional growth rates predicted in 2024 and beyond. The timing for acquiring IAI as a customer has been significant and can turn out to be a booster opportunity for further growth for the Division.
The Division, being in the electrical sub-assembly business, is bound to experience this same buoyancy in 2024-2025. The Division has posted a significant increase in revenue in the fiscal year 2022-2023. The growth has been around 22%. The Division continued to maintain its high credibility and brand image across the board and has established itself as leader in its competencies. The Division delivered more than 22,000 manufactured parts in the year, maintaining consistently lofty standards of quality and delivery. The key factor in the year 2022-2023 has been the rise in product mix to cover niche areas of critical aircraft engine harnesses, in a "Built to Specification" model, significantly enhancing the design and engineering capabilities of the Division. This has opened out further avenues not only with existing customers but also with new customers.
The Division has experienced an increase of 12% in Request for Proposals (RFPs) from customers. This has resulted in an increase in order booking for FY 2022-2023 by over 16%. The number of customers has increased by over 50% and the customer count at the close of the fiscal year stood at 20.
Prospects Rossell Tea
The year 2023 has started with conducive growing conditions in Assam as well as West Bengal resulting in good cropping during the period of January to March 2023, wherein the production in North India stands at 66 million kgs as compared to 54 million kgs last year.
Production in Sri Lanka for January to March 2023 period is lower by 4.80 million kgs from last year and compared to 2021 is 16.00 million kgs lower. Kenya is marginally behind by 2.00 million kgs till end February.
The latest available report indicates that the production in East Africa is overall improving and the cropping is favorable, but there has been a decline in quality which has resulted in the latest auction witnessing selective demand at easier rates, with substantial quantity of 35% of the offerings remaining unsold. To-date price average at Mombasa auctions is $2.16 as compared to $2.42 last year. The prices are low due to over- supply and weaker demand.
In Sri Lanka due to shortage of teas on offer, the average prices at the auctions has shot up substantially and is around ' 130 per kg more than the prevailing orthodox prices in India. As per the latest information available even at the last auction held in Colombo, the market was very strong though slightly lower than the earlier weeks with aggressive buying from most of the importers in spite of the ongoing conflict between Russia and Ukraine. Sri Lanka seems to have entered into some kind of a barter system with Iran for its Tea exports. The largest importers of Tea from Sri Lanka this year are Turkey, Russia and Iraq.
In India the Orthodox market has been very sluggish as Iran which is the largest importer of Indian orthodox tea has not been issuing fresh orders since December 2022 as inflation has hit their economy severely. The inflation is around 48% and the sanctions have crippled their economy.
Moreover, seeing the firm market for orthodox teas in 2022 a large number of producers in India maximized orthodox production in the 1st flush of 2023 resulting in over 3 million kgs more of Orthodox production.
The CTC market which had started on a slightly subdued note initially due to carry forward stocks and lower demand should start perking up from June on the backdrop of a lower April crop and improved quality of tea. Thus, to conclude good quality CTC would continue to sell at remunerative prices and anything below good will decline in prices. The Orthodox category will remain subdued though there will be higher demand during the 2nd flush from the continent.
We at Rossell Tea in spite of the adversity, continue to be in touch with all our customers in UK, Germany and the Middle East, we have already been able to generate interest from the Middle East and the UK buyers .We are happy to state that we have been able to conclude a contract for significant quantity of our CTC produce from Romai TE with the most reputed buyer, Taylors of Harrogate, UK at an average which is at a much higher rate than the previous year. Another contract has been made with Ekaterra for supply of our CTC teas to Egypt. We are very hopeful that with progress of the season, we would be able to procure sufficient export orders from Germany, UAE, UK, and Saudi Arabia.
The Indian Tea Industry is faced with a number of issues, some of them are highlighted hereunder.
. Due to the very high inflation in Iran and shortage of currency the demand for Orthodox teas is lacking and resulting in low prices. . Imbalance in supply and demand domestically has a direct impact on the Tea prices.
. Climate change and vagaries of nature/extreme weather is effecting the production and Quality.
. Low per capita consumption of Tea.
. High inflation in the domestic market as well as globally has led to lower demand.
. Increasing production in the STG segment, over supply of average/medium quality of tea.
. Exports dropping in favor of countries like Africa, Nepal, Vietnam etc.
. There is likelihood of an interim wage hike for the daily rated workers from June and in early 2024, we may see the minimum wages being rolled out.
. To summarize we feel that the production may be more than the previous year and could be in line with 2019. As a result, CTC prices may be somewhat similar to last year, the orthodox prices will be much lower than the previous year.
However, the biggest challenge will be to rein in the escalating costs particularly wages and fuel.
In just the first two months of the fiscal year, the number of RFPs has increased significantly over the previous year. The Division is confident that the number of customers will also increase. The Division continues to receive opportunities in diverse areas in Electrical Wiring and Interconnect Systems (EWIS), Complex Consoles, Box Builds, Automatic Test Equipment (ATE's), Electrical Panel Assemblies (EPAs), After Market product support services. The philosophy of risk sharing on the right opportunity and for new customers has had its rewards.
The Division won a large size strategic contract for a new airborne military platform, the T7-A trainer, for which the Division had proactively invested in. The value of this single strategic agreement is more than $100 Million. It was also declared one of the winners for the F16 platform for Electrical Panels. This is in addition to the Wire harnesses that are already being delivered for the F16. The key aspect of this win is that it provides the Division with the opportunity to further enhance its skill and capability in electrical panel assemblies.
The Division is expected to be a significant contributor of EWIS and EPA parts for the coming decade. The long-term outlook is positive. The Division has submitted significantly large size bids in response to multiple RFPs, competing with global companies, with most of these bids, scheduled to reach decision points in the fiscal year 2023-2024. If won, these bids offer huge production revenue starting in 20242025 and through 2032.
Change in Nature of Business
During the year, there has been no change in any business and all the Divisions of the Company continue to concentrate on their own business with growth plans in short to medium terms.
Directors and Key Managerial Personnel
As reported in the previous year, the Board of Directors at its Meeting held on 21st March, 2022 re-appointed Mr. Krishan Katyal (DIN: 00765487) as an Independent Director of the Company for a second term of 5 consecutive years with effect from 1st April, 2022, to hold office till 31st March, 2027. This appointment was approved by the Members of the Company at the Extraordinary General Meeting of the Company held on 21st April, 2022.
Upon completion of his first term, the re-appointment of Mr. Rahul Bhatnagar (DIN: 07268064) was made on 27th May, 2022 as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 9th August, 2022, to hold office till 8th August, 2 0 27. The re-appointment was made by the Board of Directors on the recommendation of Nomination and Remuneration Committee and was approved by the Members of the Company at the 28th Annual General Meeting held on 9th August, 2022.
The Board, at its Meeting held on 27th May, 2023, on recommendation of the Nomination and Remuneration Committee, has re-appointed Mr. H. M Gupta (DIN: 00065973) as the Managing Director designated as Executive Chairman for a further period of 3 (Three) consecutive years commencing from 1st April, 2024, subject to the approval of the Members of the Company at the 29th Annual General Meeting.
The Board, at its Meeting held on 27th May, 2023, on recommendation of the Nomination and Remuneration Committee, has also reappointed Mr. N. K. Khurana (DIN: 00123297) as a Whole time Director designated as Director (Finance) and Company Secretary for a further period of 3 (Three) consecutive years commencing from 1st September, 2023 subject to the approval of the Members of the Company at the 29th Annual General Meeting.
Mr. H. M. Gupta, being the rotational director of the Company under Section 152 (6) of the Companies Act, 2013 (the Act) retires by rotation and being eligible offers himself for re-appointment.
The detailed composition of the Board of Directors has been provided in the Report on Corporate Governance.
The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Act:
a) Mr. H. M. Gupta - Managing Director - Chief Executive Officer (CEO)
b) Mr. N. K. Khurana - Director (Finance) - Chief Financial Officer-cum-Company Secretary (CFO cum CS)
c) Mr. R. M. Gupta - Whole Time Director
Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2023 are mentioned in Clause 5.3 of the Report on Corporate Governance as well as in the Annual Return of the Company, in the prescribed format, which is available on the website of the Company at https://www.rossellindia.com/investor-information/.
Criteria for determining Qualifications, Positive Attributes, Independence and Other Matters concerning a Director
In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of the Act, the Nomination and Remuneration Committee, while appointing a Director, take into account the following criteria for determining qualifications, positive attributes and independence:
Qualification: Diversity of thought, experience, industry knowledge, skills and age.
Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behavior, good communication, leadership skills and give impartial judgment.
Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
Board and Committee Meetings
The Board met eight times during the year further details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of all Committees of the Board and their Meetings have been given in the Report on Corporate Governance.
Independent Director's Declaration
The Declarations required under Section 149(7) of the Act and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from all the Independent Directors of the Company confirming that they meet the criteria of independence, were duly received by the Company.
Corporate Governance
The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with schedule II thereof. A separate report on Corporate Governance in terms of Regulation 34(3) read with clause C of Schedule V of the SEBI Listing Regulations along with certificate from the Practicing Company Secretary confirming the compliance, is annexed as Annexure-1 and forms part of this Report.
Corporate Social Responsibility
The Company has a Policy on Corporate Social Responsibility (CSR) duly approved by the Board and the same has been hosted on Company's website at https://www.rossellindia.com/divisions/. The CSR budget for the Financial Year 2022-2023 was prepared in accordance with the provisions of Section 135 (5) of the Companies Act, 2013 (the Act) read with the Company's CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2023, the Chief Financial Officer of the Company has certified to the Board in this regard in terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended). A detailed report on CSR Activities/ Initiatives is enclosed as Annexure-2 which forms part of this Report.
Annual Performance Evaluation
In terms of the relevant provisions of the Act and SEBI Listing Regulations, the Board had carried out an annual evaluation of its own performance and that of its Committees as well as individual Directors.
During the year, the performance evaluation was done at two levels - by the Independent Directors at their separate Meeting as well as by the Board. First, the Independent Directors at their separate Meetings held on 23rd March, 2023 reviewed the performance of the Executive Chairman, other Whole time Non-Independent Directors and the Board of Directors as a whole with reference to the questionnaire prepared in terms of the Criteria specified by SEBI vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
Subsequently, the Board at its Meeting held thereafter on the same day reviewed the performance of the Board as a whole, its Committees and individual Independent Directors of the Board as specified by SEBI in its aforesaid circular dated 5th January, 2017.
Annual Return & Extracts of Annual Return
In compliance with Section 134(3) of the Act, the Annual Return of the Company, in the prescribed format, is available on the website of the Company at https://www.rossellindia.com/investor-information/
Vigil Mechanism/ Whistle Blower Policy
Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's code of conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism.
The detailed policy related to this vigil mechanism is available in the Company's website at https://www.rossellindia.com/divisions/. Directors' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act and confirm that:
(a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
(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 for the financial year ended 31st March, 2023 and of the profit 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 the 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 for the Financial Year ended 31st March, 2023 on a 'going concern basis';
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Auditors, their Report and Notes to Financial Statements
The Statutory Auditor of your Company M/s. Khandelwal Ray & Co., Chartered Accountants, Kolkata (Firm Regn No. 302035E), were reappointed for a second term of 5 consecutive years at 28th Annual General Meeting of the Company held on 9th August, 2022 pursuant to Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.
The report given by the Auditors on the Financial Statement of the Company for the year under review, forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer given by the Auditors in their report.
The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.
Cost Audit
Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to have the audit of its cost accounting records relating to products manufactured by Rossell Tea Division and Rossell Techsys Division. Accordingly, M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the Previous Financial Year ended 31st March, 2022 (Firm Registration No. 000001) and submitted their report to the Central Government on 7th September, 2022.
In terms of Section 148(3) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditor of the Company for the financial year 2023-2024.
Their remuneration is required to be ratified by the Members in the ensuing Annual General Meeting.
Secretarial Audit
In terms of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Labh & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2022-2023. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-3 to this Report.
The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company has also in place the proper Board Processes and Compliance Mechanism. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.
Related Party Transactions
All the Related Party Transactions are entered on arm's length basis and are in the ordinary course of business, in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All Related Party Transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions, which are foreseen and repetitive in nature. Policy on Related Party Transactions, as approved by the Board is uploaded on the Company's website at the web link: https://www.rossellindia.com/divisions/.
Necessary disclosure of Related Party Transactions in terms of clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-4 to this Report.
Loans, Guarantees or Investments
During the year under review, your Company has not granted any inter-corporate loan, neither provided any Guarantee in connection with any loan to any party nor made any investment in terms of the provisions of Section 186 of the Act, except as stated hereunder:
During the year the Company made an investment of ' 1.00 lakh in Rossell Techsys Limited, Wholly Owned Subsidiary by way of subscription money towards the entire Paid-up Share Capital of ' 1,00,000 divided into 50,000 Equity Shares of ' 2 each.
Statements of subsidiaries / Joint Ventures
Your Company has formed a Wholly Owned Subsidiary namely Rossell Techsys Inc. in the State of Delaware, USA on 6th August, 2020 for expansion of operation of Rossell Techsys Division of the Company.
Your Company further formed a Wholly Owned Subsidiary namely Rossell Techsys Limited on 6th December, 2022 for the purpose of segregation of the Rossell Techsys Division from the Company into a separate Company by way of demerger and to create a dedicated A & D vertical with focused attention on the Aerospace and Defense business.
The accompanying Note 50 to the Audited Accounts contains detailed financials of the said Subsidiary.
In view of this, Consolidated Financial Statements have also been prepared and forms part of Annual Report of the Company.
Your Company do not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Act during the year under review.
Risk Management Policy
Your Company's business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the Risk Management Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.
The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis, forming part of this Report as Annexure-7.
Your Company has constituted Risk Management Committee of the Board in the manner stated under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vide SEBI notification dated 5th May, 2021. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company and enables the Board to discharge its responsibility of framing, implementing and monitoring risk management plan of the Company.
In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company.
Remuneration Policy
The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance.
The required disclosure under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- 5 to this Report.
Human Resources
Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
No efforts have been spared to provide the highest levels of safety, security and hygiene to all staff members and to comply with various legislation from the Government of India/ State Governments.
Industrial relations at all the units remain satisfactory, your Company employed 5,478 personnel on its permanent roll as on 31st March, 2023 including that of Rossell Techsys Division.
Details of employee remuneration as required to be provided in terms of the provisions of Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure- 6, forming part of this Report.
Prevention of Sexual Harassment
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Separate Internal Complaint Committees have been set up in for every Divisions of the Company to redress complaints received regarding sexual harassment in respect of each Divisions. However, during the year under review, the Company has not received any complaint of alleged sexual harassment in any of its Divisions.
Awards and Recognition
During the year under review, The Economic Times in consultation with Association of Corporate Advisers & Executives (ACAE) have awarded your Company, Rossell India Limited, the ET BENGAL CORPORATE AWARDS, 2023 in the category- Fastest Growing Organisation between ' 100 to ' 500 Crores.
Rossell Techsys Division was recognized as one of the 'World's Best Emerging Brands 2022' in WCRCFEST (World Consulting and Research Corporation) 2022 Organised in London, England.
Rossell Techsys won the Skit event organised by its key customer Boeing India Ltd. among all its supplier partners, as part of World Quality Month celebration, appreciating our focus on world-class quality.
Significant and Material Orders passed by the regulators
There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
Internal Financial Controls
Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit of Rossell Tea Division of the Company are carried out by firms of Chartered Accountants and the Internal Audit of Rossell Techsys Division is conducted by Baker Tilly, an International Audit, Tax and Advisory Company. The Audit Committee of the Board looks into Auditor's review, which is deliberated upon and corrective action taken, where ever required.
Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (IEPF)
In compliance with the provisions of Section 124 (5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, a sum of ' 2,36,391 being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2014-2015 were transferred to IEPF on 14th September, 2022. The details of the said unclaimed dividend transferred is available at the website of the Company at https://www.rossellindia.com/investor-information/.
Similarly, during the period under review 21,104 Equity Shares pertaining to Financial Year 2014-2015 have been transferred to IEPF Authorities vide Corporate Action dated 24th September, 2022 in compliance with the provisions of Section 124 of the Act and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares transferred to IEPF are available on the website of the Company at https://www.rossellindia.com/investor-information/.
Deposits
Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.
Management Discussion and Analysis
A report on the Management Discussion and Analysis concerning all the business segments of the Company is given as Annexure-7 to this Report.
Business Responsibility and Sustainability Report
In compliance with Regulation 34(2)(f) of SEBI Listing Regulations, as amended vide SEBI notification SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021, Business Responsibility and Sustainability Report(BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed as Annexure - 8 to this Report in the format as specified by the SEBI from time to time.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
(a) Conservation of energy
(b) Technology absorption Rossell Tea
(c) Foreign exchange earnings and Outgo
During the year, the total foreign exchange used was ' 1,324.42 lakhs on account of various expenses and ' 12,262.02 lakhs for imports of raw materials, stores as well as capital goods.
The total foreign exchange earned was ' 20,079.01 lakhs.
Material Changes and Commitments
Your Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of this report.
Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016
Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2022-2023.
One-Time Settlement
You Company has not made any one-time settlement against loans taken from the Banks or Financial Institutions during the Financial Year 2022-2023.
Acknowledgement
Your Directors place on record their appreciation for employees at all levels, who continue to contribute towards the growth and performance of your Company.
Your Directors also thank the business associates, financing banks, shareholders and other stakeholders of the Company for their continued support.