To
The Members,
Ami Organics Limited
Your Directors are pleased to present the seventeenth (17th) Annual Report on the business and operations of the Company along with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2024.
1. Corporate Overview and General Information:
Your Company is a research and development ("R&D") driven manufacturer of speciality chemicals focused towards the development and manufacturing of advanced pharmaceutical intermediates ("Pharma Intermediates") for regulated and generic active pharmaceutical ingredients ("APIs") and chemicals for New Chemical Entities ("NCE"), and other specialty chemicals including parabens and paraben formulations, methyl salicylate, semiconductor chemicals, electrolyte additives and niche key starting materials ("KSM") for cosmetics, fine chemicals and agrochemical industries. The Pharma Intermediates which we manufacture, find application in certain high-growth chronic therapeutic areas including anti-depressant, anti-cancer, anti-retroviral, anti-Parkinson, and seizure disorder. We are the market leader for various key intermediates across the globe and pioneer in India outside China to spearhead the development of electrolyte additives in India.
Your Company has developed and commercialised over 550 Pharma Intermediates for generic and regulated APIs across more than 17 key therapeutic areas since inception and chemicals for NCE, with a strong focus on R&D across select high-growth high margin chronic segment, therapeutic areas such as anti-depressant, anti-cancer, anti-retroviral, anti-Parkinson, and seizure disorder, for use across the global pharmaceutical market. Our Pharma Intermediates used for manufacturing of generic and regulated APIs and chemicals for NCEs portfolio has expanded from over 450 products as of March 31, 2022, to over 550 products as of March 31, 2024. We believe that our focus on R&D and continuous process improvement has positioned us as a preferred supplier to our customers.
As part of endeavour to expand our capabilities, during the FY 2023-24 your Company has entered some long-term contracts with some of our leading global customers and has completed the acquisition of 55% stake in the business of Baba Fine Chemicals (BFC), a leading speciality chemicals company supplying high value specialised chemicals to the semiconductor industry.
2. Financial Results: Standalone and consolidated
The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 ("the Act"), read with Rule 7 of the (Companies Accounts) Rules, 2014.
The standalone and consolidated financial performance of the Company, for the Financial Year ended on March 31, 2024 are summarized below:
The Board of Directors of Ami Organics reviews the affairs of its subsidiary companies regularly. In accordance with the provisions of Section 129(3) & Section 133 of the Companies Act, 2013 ("the act"), read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended the Company has prepared Consolidated Financial Statements including requisite details of its subsidiaries and joint venture.
3. Dividend:
For FY 2023-24, in line with the Dividend Distribution Policy of the Company the Board of Directors has recommended a dividend of Rs. 3/- per share i.e. 30% on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting (‘AGM?), the total dividend outgo during FY 2024-25 would amount to 122.78 million (Previous year: 109.31 million. The proposed dividend is subject to approval of shareholders in the ensuing Annual General Meeting of the Company. The dividend would be payable to all shareholders whose names appear in the Register of Members and the list of beneficial owners furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the Record date i.e. September 13, 2024. Final Dividend once approved by members shall be disbursed within 30 days of the approval and the date of disbursement shall be communicated in advance to the Stock Exchanges, BSE Limited and National Stock Exchange of India Limited.
Dividend Distribution Policy:
In terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") the Company has formulated a Dividend Distribution Policy, which is approved by the Board of Directors at their meeting held on March 22, 2022 and is uploaded on Company?s website and the link for the sameishttps://www.amiorganics.com/static/uploadfiles/ downloads/download_4467.pdf?20220323080317
Unpaid / Unclaimed Dividend:
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.
4. Change in nature of Business:
During the financial year under review, there has been no change in the nature of business of the Company. However Company has diversified into semiconductor industry by acquisition of controlling stake in Baba Fine Chemicals, a partnership firm.
5. Transfer to General Reserves:
During the financial year under review, your Company has not transferred any amount to General Reserve.
6. Changes in Subsidiaries, Joint Ventures and Associate Companies:
Ami Onco-Theranostics, LLC was incorporated as a limited liability company on January 29, 2015 in the State of Delaware, U.S.A. as an international corporate joint venture between Photolitec LLC, a limited liability company formed under the laws of New York state in the United States of America and Ami Organics Limited.
During the FY 2023-24, your company has incorporated a new Wholly owned subsidiary company namely "Baba Advance Materials Limited". having certificate of incorporation dated September 13, 2023. Company has other subsidiaries namely "Ami Organics Electrolytes Private Limited" (wholly owned subsidiary) and "Baba Fine Chemicals" (partnership firm). During the year Company acquired controlling stake of 55% in the partnership firm, Baba Fine Chemicals. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act?), a statement containing salient features of the financial statements of subsidiaries, joint venture and associate?s companies in Form AOC-1 is is attached as Annexure I to the Board Report.
The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at www.amiorganics.com at link : http://www. amiorganics.com/financials-results.html
Material Subsidiaries:
The Board of Directors of the Company at its meeting held on July 15, 2022 has approved the policy for determining material subsidiaries. At present the Company does not have any material subsidiary. The Policy on Material Subsidiary has been posted on the website of the Company at the following link: https://amiorganics. com/static/uploadfiles/downloads/download_6570. pdf?20240529135915
7. State of Company?s Affairs and Outlook:
Business Highlights:
Geopolitical tensions across the globe continued to put pressure on supply chains throughout the financial year, this coupled with subdued demand and decelerating raw material prices lead to a challenging year. Your Company has been successful in navigating through the tough industry scenario to deliver sustained growth in revenue from operations by 16.3% on year-on-year basis, consolidating on our key strengths viz. continuous research & development, long term relation with our key clients, cost controls and marketing efforts, technology adoption for increase in productivity and quick adaptation for changing product demands, introduction of niche products through continued research and development.
Advanced Pharmaceutical Intermediates business for the year grew by 9.6% year-on-year basis to Rs. 5678 million. Company has been significantly growing this business segment with introduction of large CDMO contracts to balance the business model. Also, our extensive track record and longstanding relationships with the major customers is helping us making new strides in the NCE market, innovator market as well as life cycle management market. The speciality chemical business grew strongly by 52% on Y-o-Y basis to reach at revenue of Rs. 1497 million driven by strong growth in organic business and acquisition of Baba Fine Chemicals.
The Key business highlights during the financial year 2023-24 may be summarised as under:
Company acquired a 55% stake in Baba Fine Chemicals ("BFC"), manufacturer of high-value custom speciality chemical products essential for semiconductor applications, by way of Revised Partnership Deed dated October 10, 2023, having effect from April 1, 2023. This acquisition is in line with our strategy of expanding our speciality chemicals division to focus on niche products manufactured using advanced technology with low competition and high entry barriers.
During the year, Company has incorporated a wholly owned subsidiary company namely Baba Advance Materials Limited to operate in the niche speciality chemicals industry.
A state-of-the-art technology driven plant in Ankleshwar Unit with the total reactor capacity of 442 KL dedicated for the manufacture of advanced pharmaceutical intermediate business has been established. The new plant is testimony to the state-of-the-art fully computerised Distributed Control System (DCS) technology with minimum human intervention and high accuracy while providing quality processes, allowing us to save manpower and safer operation.
Your company has achieved Gold Medal accreditation by EcoVadis within 3 years of initial audit by EcoVadis. Despite being in the chemical manufacturing industry, your Company remains committed on the ESG goal, propelled by an intensified focus on green chemistry and green initiatives. This commitment underscores our proactive approach to environmental responsibility and sustainability.
Ami Organics Electrolytes Private limited, a wholly owned subsidiary of Ami Organics Limited focused on Battery chemicals, commenced its regular commercial operations for manufacture and supply of products for lithium-ion battery cells. Your Company has entered into Long-Term Definitive Agreement to Supply Electrolyte Additives to a Leading Energy Storage Device Manufacturer
With respect to the battery chemicals opportunity, your company has signed an MOU with Government of Gujarat for investment amounting up to Rs. 5300 million which includes 3000 million for setting up of a dedicated manufacturing facility for battery chemicals business in Gujarat.
During the year, your company received process patents for its five inventions in the pharma intermediates business. Your Company now boasts a robust portfolio of 10 process patents, further exemplifying its prowess in chemical synthesis. These products are niche and complex and have been developed using indigenous process, which is not only better in terms of cost, efficiency and yield, but also environmental friendly.
Company successfully cleared the audit and implemented the comprehensive framework of Information and Security Management System, ISMS 27001-2022 practice for managing and protecting its information assets across the organization. By adopting ISMS practice, our goal is to enhance our overall information security posture and create a secure environment for our employee, clients and stakeholders.
Financial Highlights of the Company:
During the financial year of review i.e. FY 2023-24 your company continued its strong growth momentum by achieving total revenue from operations of over INR 7,175 million, which was higher than 16.3% when compared to last year revenue from operations of INR 6,167 million. Our core Advance Pharma Intermediate business aided the growth for the whole year with 9.6% growth year-on-year, whereas specialty chemical business grew robustly by 52% on year-on-year basis.
Key financial highlights on consolidated results of our operations as are under:
Revenue from operations for FY24 grew by 16.3% YoY to Rs. 7,175 million as compared to 6,167 million in FY 23.
EBITDA for the full year came at Rs. 1,285 million up 4.8% as compared to Rs. 1,226 Million in FY23.
Profit after tax after adjustment of exceptional item amounting to Rs. 317.53 million provided for full impairment of investment in the joint venture – Ami Oncotheranostics LLC, arrived at Rs. 808 million as compared to 833 Million in FY23,
Export for the year was at 56%, whereas domestic business was at 44%.
Financial Highlight of Joint Venture:
Ami Onco-Theranostics, LLC was incorporated as a limited liability company on January 29, 2015 in the State of Delaware, U.S.A. as an international corporate joint venture between Photolitec LLC, a limited liability company formed under the laws of New York state in the United States of America and Ami Organics Limited. Ami Onco-Theranostics, LLC is primarily engaged in the business of commercialising, manufacturing, marketing and selling its pharmaceutical products as authorised under the objects clause of its constitutional documents. The joint venture company along with its co venturer Photolitec LLC is engaged in developing niche technology for cancer imaging and therapy. Few of the Protocols for cancer treatment have received FDA approval in USA and Phase II clinical trials for Photodynamic Therapy (PDT) for usage in variety of cancers are ongoing. During the year of review the joint venture contributed a net loss of Rs. 0.78 million. During the FY 2023-24, your company has fully impaired its investment amounting to Rs. 317.53 million in the Joint venture, as it was presumed that revenue generation from the joint venture will take significant time considering the inherent nature of its research activity, longer gestation period and uncertain success rate. However Ami Onco Theranostics LLC will continue as the joint venture of your company.
Financial Highlight of wholly owned Subsidiaries:
AmiOrganicsElectrolytesPrivateLimitedwasincorporated on June 30, 2022 as a wholly owned subsidiary of Ami Organics Limited. During the year of review, Company had negligible revenue and had incurred losses amounting to Rs. 4.46 million in FY24 as compared to Rs. 2.01 million in the previous FY23 on account of finance costs and other expenses. Company has entered into Long-Term Definitive Agreement to Supply Electrolyte Additives to a Leading Energy Storage Device Manufacturer. Company has commenced commercial operations for electrolyte additives business, with firm order in hand, which is expected to start ramping up from FY25 onwards. Baba Advance Materials Limited was incorporated on September 13, 2023 as wholly owned subsidiary of Ami Organics Limited. The Company?s business operation has commenced and the total revenue from operations registered for the FY 24 was at 7.33 million contributing net profit of Rs. 1.51 million.
Financial Highlights of Subsidiary Baba Fine Chemicals :
As a part of strategic expansion your company forayed into the semiconductor industry in FY24 by acquiring
55% stake in the partnership firm, Baba Fine Chemicals, manufacturer of high-value custom speciality chemical products essential for semiconductor applications. Baba Fine Chemicals makes high purity photo resist chemicals with its main application in semiconductor industry. Baba Fine Chemicals has a manufacturing unit spread over an aggregate land area of 999 sq. mtrs. with an installed reactor capacity of 1.80 KL located at Export Promotion Industrial Park, Site V, Industrial Area, Kasna, Greater Noida, Gautam Budh Nagar 201306, Uttar Pradesh.
During the FY 2023-24 Baba Fine Chemicals registered a total income of Rs. 302.54 million as compared to 506.61 million in FY 2022-23 whereas profit after tax registered to Rs. 131.89 million as compared to 209.70 million during the corresponding period. The revenue of Baba Fine Chemicals registered a decline during the FY 2023-24 on account of integration process. After the integration process company is revamping its marketing strategies to promote the products of Baba Fine Chemicals to other geographies and develop allied products in the niche photo resistant speciality chemicals space. The business will see steady organic growth in the coming years, as new clients for existing products or new products are onboarded.
8. Internal Financial Controls:
The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company?s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.
Company has laid down Standard Operating Procedures, and Policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management. The Company tracks all amendments to Accounting Standards, the Companies Act and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same.
9. Material Changes and commitments:
Your Company?s Board of Directors as on April 12, 2024 approved the issue of equity shares on preferential basis to Qualified Institutional Buyers and others upto an amount aggregating to Rs. 5000 million. Accordingly, your Company successfully completed the qualified Institutions placement of 32,25,806 equity shares at an issue price of Rs. 1,240/- to certain Qualified Institutional Buyers. Additionally, Board as on April 26, 2024 approved the issue of 7,99,193 Equity shares at an issue price of Rs.
1240/- per equity shares on Preferential basis to certain identified non promoter institutional buyers..
The options granted to eligible employees under Category I of Ami Organics Employees Stock Option Scheme ("ESOS 2023") have vested to the eligible employees to be excercisable within two years after the vesting date. As on date of this Report, 21,950 shares have been exercised and allotted to such employees under the Scheme.
On June 6, 2024, the wholly owned subsidiary company i.e. Ami Organics Electrolytes Private Limited incorporated its wholly owned subsidiary with the name of "Enchem Ami Organics Private Limited" which shall be considered as a step down subsidiary of Ami Organics Limited.
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company - 31st March, 2024 and the date of this Report.
10. Deposits:
The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.
11. Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:
Company has granted loan amounting to Rs. 22.17 million to its wholly owned subsidiary company, Ami Organics Electrolytes Private Limited to be used for its business purpose. Except this, there were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. During the year Company made investment in the share capital of its Wholly owned subsidiary company, " Baba Advance Materials Limited" for an amount Rs. 0.1 Million which was within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.
12. Share Capital:
As on 31st March 2024, the authorized share capital of the Company is Rs. 500 million comprising of 50 million equity shares of Rs. 10/- each. The paid up Equity share capital of Company as on 31st March, 2024 was Rs. 36,88,05,620/- divided into 3,68,80,562 equity shares of Rs. 10/- each. The Company?s equity shares are listed at BSE Limited and the National Stock Exchange of India Limited. The Listing fees for the financial year 2024-25 have been paid. The stock code of the Company at BSE Limited is 543349 and the Symbol at the National Stock Exchange of India Limited is AMIORG.
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares:
Company has not issued any bonus shares during the year under review.
d. Employees Stock Option Plan:
Company has implemented Ami Organics Employees stock Option Scheme 2023 ("ESOS 2023") upon the approval of shareholders on June 4, 2023. The ESOS 2023 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2021 (‘SBEB Regulations?). The size of ESOS 2023 is 3,64,370 options convertible into equity shares of Rs. 10/- each, which shall be granted to eligible employees of Company at a grant price to be fixed by Nomination and Remuneration committee / Board. Accordingly Company had granted 30,000 options under Category I Grant of the Scheme to its eligible employees on July 15, 2023 upon the recommendation of NRC and Board. The options granted have vested to the employees after one year of such grant i.e on July 15, 2024 and shall be exercisable within two years of vesting. The ESOS 2023 Scheme is available on the website of company at https://www.amiorganics. com/static/uploadfiles/downloads/download_1179. pdf?20230705051708
e. Fresh Issue of Shares:
During the FY 2023-24, Company has issued 4,43,500 equity shares of face value of Rs. 10/- each at an issue price of Rs. 1,169/- per share on preferential basis to non promoters.
f. Issue of equity shares with differential rights as to dividend, voting or otherwise.
Company has not issued any equity shares with differential voting rights during the FY 2023-24
13. Directors & Key Managerial Personnel:
Your Company has 4 (four) Independent Directors including two Women Independent Directors, namely, Mr. Girikrishna Maniar , Mr. Hetal Gandhi, Mrs. Richa Goyal and Dr. Anita Bandyopadhyay.
Key Managerial Personnel:
Mr. Nareshkumar R. Patel – Chairman & Managing Director, Mr. Chetankumar C. Vaghasia -Whole Time Director, Mr. Virendra Nath Mishra – Whole time Director, Mr. Ram Mohan Lokhande- Whole Time Director, Mr. Bhavin Shah – Chief Financial Officer (CFO) and Mrs. Ekta Kumari Srivastava – Company Secretary & Compliance Officer are the Key
Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
i) Retirement by rotation:
In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr. Ram Mohan Lokhande (DIN: 08117035) will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The brief profile of Mr. Ram Mohan Lokhande (DIN: 08117035) and the resolution for his appointment as Director is given in the Notice of the 17th Annual General Meeting (AGM), The Board proposes his reappointment to the members.
ii) Re-appointment of Mr. Girikrishna Maniar as a Non-Executive & Independent Director of the Company:
Based on the recommendation of the Board of the Directors and Nomination and Remuneration Committee, shareholders at 15th Annual General Meeting held on August 09, 2022 re-appointed of Mr. Girikrishna Maniar as the Non-Executive Independent Director of the Company for second term of five (5) consecutive years on the Board of the company starting from April 23, 2023 till April 22, 2028. In the opinion of the Board Mr. Girikrishna Maniar possesses requisite integrity, expertise and experience, including the proficiency required for an independent director.
14. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, structured evaluation procedure was adopted after taking into consideration the various aspects of the Board?s functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed in time. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee ("NRC") has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairperson, each Executive, Non-Executive and Independent Director, Board as a whole and its Committees.
The Independent Directors at their meeting held on February 12, 2024, through discussion, evaluated the performance of non-independent directors, The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management Committee, Corporate Social Responsibility and Stakeholders? Relationship Committee.
While evaluating the performance, interalia, the following points were considered:
i. Participation in Board Meetings and Board Committee Meetings.
ii. Managing relationship with other directors and management.
iii. Knowledge and Skill i.e., understanding of duties, responsibilities, refreshment of knowledge, knowledge of industry, ability to listens and to present their views.
iv. Personal attributes like maintain high standard of ethics and integrity.
v. Strategic perspectives or inputs regarding future growth of Company and its performance
Outcome of Evaluation:
The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees? terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities
15. Declaration by Independent Directors:
The Company has received a declaration from all Independent Directors that they meet the criteria of independence specified under Section 149 of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of SEBI LODR Regulations for holding the position of ID and that they shall abide by the "Code for Independent Directors" as per Schedule IV of the Act. Pursuant to IICA, Companies (Accounts) Amendments Rules, 2019 Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 dated 22nd October, 2019, all IDs on the Board of the Company have completed registration on Independent Director?s Data Bank. There has been no change in the circumstances affecting their status as Independent Directors of the Company
Familiarisation Program for Independent Directors:
The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.
The policy and details of familiarisation programme is available on the website of the Company at https://amiorganics.com/corporate-policies.html
16. Related Parties Transactions:
All related party transactions/arrangements/contracts entered into by the Company during the financial year 2023-24 were either undertaken on the basis of omnibus approval of the Audit Committee or with prior approval of the Audit Committee and/or Board. All related party transactions were at arm?s length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There were no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure II to this Report.
The Company?s Related Party Transactions Policy appears on its website at www.amiorganics.com link https:// www.amiorganics.com/static/uploadfiles/downloads/ download_4637.pdf?20240413045446
17. Corporate Governance:
Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ami Organics, which form the core values of Ami Organics. These guiding principles are also articulated through the Company?s code of business conduct, Corporate Governance Guidelines, charter of various sub-committees and disclosure policy. As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Kashyap Shah & Co., Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, forms a part of the Annual Report.
18. Business Responsibility & Sustainability Report:
Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators which forms part of this Annual Report and is also hosted on the website of the Company i.e. https://amiorganics. com/annual-reports.html
19. Management Discussion and Analysis (MDA):
In compliance with Regulation 34 of SEBI Listing Regulations Management Discussion and Analysis for the financial year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section, which forms a part of the Annual Report.
20. Vigil Mechanism & Whistle Blower Policy:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board and its powers Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 Company has constituted a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The format of reporting and the vigil mechanism and whistle blower policy is regularly updated to the employees and Directors. The Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company at http://www.amiorganics.com/ corporate-policies.html
21. Board Meetings:
During the F.Y. 2023-24, Eight (8) meetings of Board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Board's report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
22. Committees of Board:
As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2024, the Board has the following statutory committees:
Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
Other voluntary committees constituted by the Board are ESG Committee, Finance Committee, Project Committee and QIP Committee. Company has dissolved the IPO committee as the purpose of constituting the committee has been fulfilled. In its place company has constituted the QIP Committee.
During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.
23. Risk Management
Risk Management is at the core of the business which provides framework towards risk identification, analysis & prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the risk management plan of the Company.
Risk Governance Framework is created within the Company in the following lines :
(i) Risk Management Committee : The Committee oversee implementation of mechanism of Operational Risk Management and guide the organization towards that. The Committee reports to the Board. The Committee has atleast one independent director.
(ii) Chief Risk Officer (CRO) : CRO is appointed by the Risk Management Committee and his role is to facilitate risk management mechanism through decentralized approach, providing support and guidance to the whole organization.
(iii) Three Lines of Defence : For proper Governance and control, the organization has three lines of defence.
First line of defence include actual functional owners throughout the organization, mainly consists of Managing Director, Executive Directors, KMPs, other Senior Management and Functional Heads. The company is run by these officials and they are supposed to take care of risks within their own functional areas.
Second line of defence include Chief Compliance Officer, Chief Risk Officer who do not participate in day to day operations of the company but facilitate compliance risk management process through support and guidance for other functions
Third line of defence is internal auditors who reports their observations to Audit Committee.
(iv) Risk Champions / Risk Co-ordinators (RC Group):
The organization has appointed one official from each function, who is responsible for carrying out risk management initiative within their own functional area. This is under guidance of CRO and their own functional Head. This group is called RC- Group and is instrumental for decentralized effective implementation of risk management mechanism.
24. Business Continuity Plan:
The Company has also Business Continuity Plan in place, which has been designed to ensure continuity of critical processes during any disruption. The Business Continuity Plan creates a framework within the Company to ensure that business can continue in case of an emergency and recover from the emergency with minimum impact on the operations of the Company. Test of the Business Continuity Plan and the Disaster Recovery Plan is periodically conducted to ensure that all elements of the Plan are feasible, compatible and effective.
25. Risk Management Policy:
The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.
The Company recognises that all emerging and identified risks need to be managed and mitigated to
Protect its shareholder?s and other stakeholder?s interests;
Achieve its business objectives; and
Enable sustainable growth.
The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has framed a sound Risk Management Policy to identify and evaluate potential business risks and its mitigation and the same has become integral part of Company?s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Business Risks, Finance Risks, Market Risk, Regulatory risk, Liquidity risk, and Technology risk. The Company has worked out mitigation plans for the aforesaid risks. The risk management policy is available at the website of Company at www.amiorganics.com at the link : https:// www.amiorganics.com/static/uploadfiles/downloads/ download_9925.pdf?20220719122611
26. Nomination and Remuneration Policy:
The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; and (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors.
The salient features of the Nomination and Remuneration Policy of the Company along with highlights are outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company at www.amiorganics.com at the link : https://www.amiorganics. com/Nominationandremunerationpolicy.pdf
27. Employee Stock Options:
The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increasedparticipationbytheminthegrowthoftheCompany.
The details of Options granted, exercised, vested and lapsed during the FY 2023-24 till date of the Board Report and other particulars as required under the Act and the SEBI (SBEB and Sweat Equity) Regulations, in respect to the Scheme are attached as Annexure VI to this Board Report.
Ami Organics Employee Stock Option Scheme 2023 ("ESOS 2023"):
Pursuant to the approval of the Board at its meeting held on April 22, 2023 and the approval of the Members vide postal ballot passed on June 4, 2023, the Company had introduced the Ami Organics Employee Stock Option Scheme 2023 ("ESOS 2023") to issue employees stock options ("Options") to the eligible employees of Company.
The Board of Directors has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company under ESOS 2023 plan vide approval by the shareholders through postal ballot passed on June 4, 2023. The maximum number of shares to be granted under the ESOS 2023 shall not exceed 3,64,370 equity shares. Nomination and Remuneration Committee at its meeting held on June 28, 2023 approved the grant of 30,000 options to the eligible employees under Category I of Ami Organics Employee Stock Option Scheme 2023 at an exercise price of Rs. 100/- per option convertible into equal number of equity shares of the Company to vest within a period of one year from the date of the grant. Accordingly as on July 15, 2024 the options had vested to the employees for their exercise within two years of vesting.
28. Remuneration of Directors, Key Managerial Personnel and Senior Management:
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report. The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors and employees of the Company is set out in Annexure III & IV to this Report. Further, the Managing Director and Whole-time Directors of the Company have not received any remuneration or commission from any of its subsidiary Companies.
During the year under review, none of Non-Executive Directors of the Company had any material pecuniary relationship or transactions with the Company, other than sitting fees, payment of commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
29. Corporate Social Responsibility (CSR):
During the financial year 2023-24, the Company has spent Rs. 18.37 million towards CSR expenditure. The CSR initiatives of the Company were under the thrust areas of education, health & hygiene, women empowerment, enhancing vocational skills, environment, health & sanitation and rural development. Company implemented its CSR activities both directly and through various NGOs/Trusts as implementing agencies. The CSR Policy of the Company is available on the website of the Company at www.amiorganics.com at the the link : http://www.amiorganics.com/csrpolicy.pdf
The Company?s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2024, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure V to this Report.
30. Board Diversity:
Your Company recognizes and embraces the importance of a diverse Board in its success. Company believes that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in chemical industry, financial diversity, global business, leadership, information technology, mergers and acquisitions, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG), risk management and cybersecurity and other domains, which will ensure that company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at www.amiorganics.com at the link http://www. amiorganics.com/board diversity policy.pdf
31. Director?s Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;
i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;
iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. That the Directors have prepared the annual accounts on a going concern basis and 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.
v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
32. AUDITORS:
Statutory Auditors:
The Company?s statutory auditors M/s. Maheshwari & Co., Chartered Accountants, bearing (ICAI Registration Number: 105834W) have been reappointed as statutory auditor of the company for a period of five years starting from the conclusion of Annual General Meeting held for FY 2023-24 till Annual General Meeting to be held for FY 2028-29. The first term of statutory auditors ended in the 16th AGM and M/s. Maheshwari & Co., Chartered Accountants, bearing (ICAI Registration Number: 105834W) were reappointed as Statutory Auditors by the members for another term of five years from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st AnnualGeneralMeetingofCompany.Theirre-appointment has been done in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Also the statutory auditors had submitted their certificate to the effect that they fulfil the requirements of Section 141 of the Companies Act, 2013 for their reappointment. The Statutory Auditors have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013. The report of the Statutory Auditors of the Company forms part of the annual report.
During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board Report
Cost Auditors:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are applicable to the Company and accordingly such records are being maintained. M/s Chirag Vallabhbhai Vekariya & Co, Cost Accountant have been appointed as Cost Auditors of the Company for the conduct of Cost Audit for the FY 2024-25. In terms of the provisions of Section 148(3) of the Act, read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members, accordingly, a resolution seeking ratification by the Members for the remuneration is listed in the AGM Notice as Special Business. The Cost Audit report for the FY 2022-23 was obtained from the Cost Auditors and e Form CRA 4 was filed to the Ministry of Corporate Affairs on time. The Cost Audit Report for the Financial Year ended 31st March, 2024 will be filed in due course.
Internal Auditors:
The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization?s risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.
For the FY 2023-24, Company appointed M/s K.C. Mehta & Co. LLP as the Internal Auditors for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the company. The Internal Auditors report to the Audit Committee on quarterly basis. Several recommendations were received from the Internal Auditors and most of them were compiled by the management during the FY 2023-24. Company has reappointed M/s K.C. Mehta & Co. LLP as the Internal Auditors for conducting Internal audit of the company for FY 2024-25.
Secretarial Auditors:
The Board has appointed M/s Kashyap Shah & Co., Practicing Company Secretaries, to conduct secretarial audit for the financial year 2023-24. The secretarial audit report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure VII to this report.
Additionally, in line with SEBI Circular dated February 8, 2019, an Annual Secretarial Compliance Report confirming compliance with all applicable SEBI Regulations, Circulars and Guidelines issued thereunder by the Company was issued by the Secretarial Auditors and filed with the Stock Exchanges within sixty days of the end of FY 2023-24. It is annexed to this report as Annexure VIII. The remarks provided in the report are self-explanatory. The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.
33. Compliance of applicable secretarial standards:
During the year of review, Company has complied with the applicable provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
34. Code for Prevention of Insider Trading:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by 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 familiarize 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 the Company?s website at www.amiorganics.com at the link https://amiorganics.com/corporate-policies.html During the year of review no cases of violation of insider trading regulations were reported.
35. Disclosure under the Sexual Harassment of Women at workplace (Prevention of, Prohibition and Redressal) Act, 2013.
The Company has in place an anti-Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). All employees (permanent, contractual, temporary, trainees) are covered under this policy. Company has constituted the Internal Complaints committee consisting of male and female employees of Company and a reputed female lawyer as an external member of the internal complaints committee. Three internal committees have been constituted at all places of business locations of the Company. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.
Company has also submitted the Annual report under POSH Act to the District Officer of concerned locations. Regular awareness sessions and interaction programmes with female employees are held. As per the Annual Report of Internal Complaints Committee no case of sexual harassment complaint was received during the Financial Year 2023-24.
36. Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo:
[Pursuant to Section 134(3)(M) Of the Companies Act, 2013 Read with Rule 8(3) of the Companies (Accounts) Rules, 2014]
Conservation of Energy:
All business units continued their efforts to improve energy usage efficiencies. Various key performance indicators like specific energy consumption (energy consumed per unit of product), energy costs were continuously tracked to monitor alignment with the Company?s overall sustainability approach. The Company is engaged in the continuous process of further energy conservation through improved operational and maintenance practices and has also undertaken effective measures to minimize energy consumption. The above measures have resulted / will result in less consumption of power, fuel and coal, ultimately resulting in savings in the cost of production.
Company has executed work order for commissioning of solar power plants of 15.80 MW DC capacity in Gujarat which is ongoing and slated to be commissioned in FY2024-25. As a result approximately 90% of the Company?s electricity consumption will be met through renewable sources. Company has undertaken Energy Audits in its plants to identify excess energy consumption and intends to reduce the same to the best possible extent. Your Company continues to strive to improve operational efficiency in its operations for conservation of energy and optimization of resource consumption.
i) Steps taken for conservation of energy:
ii) To improve the operational efficiencies, following steps have been taken for conservation of energy:
- Installed VFD "Variable frequency drives "in Brine Plant to control energy as per the process requirements.
- Installed ATFD machines to produce the products in place of reactors, filters and dryers in series to reduce power consumption.
- InstalledACswitheffectiveenergyconservation.
- Improvement in recovery of steam condensate water to reuse in boiler.
- Auto control electricals switches installed on each reactor, ANFD, Centrifuges for lighting energy saving purpose.
- Occupancy Sensors for Lights, leading to the reduction in energy consumption & thereby saving & conservation of energy.
- Company has upgraded its effluent treatment new air blower with membrane diffuser system in aeration and replaced surface aerator in ETP. This will help to improve the DO level in aeration system and also reduce energy consumption
- Replacement of old high energy consumption pumps and motors with high efficiency pumps and motors to have the better control energy savings.
- Automatic Power Factor Controller Panel with 7% detuned Reactors helps us to maintain Power factor & amplification of Harmonics enabling us to save energy consumption.
iii) The steps taken by the Company for utilising alternate sources of energy.
Installation work of 15.80 MW DC captive solar power plant projects in Bharuch and Narmada district has commenced and is expected to be commissioned in FY 2024- 25. This will fulfil the electricity needs of Sachin, Ankleshwar and Jhagadia units.
iv) The capital investment on energy conservation equipment?s: 6.93 million
Technology absorption :
i) Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc
Our Company?s focus has been to develop cost effective processes for manufacturing our products and as on March 31, 2024 we have been granted 10 process patents, three of our process patents are published and we have filed applications for two process patents (in respect of intermediates used in the manufacture of generic API across therapeutic segments) and have developed significant expertise in chemistry and series of molecules. Through indigenous in-house R&D company focuses to develop continuous process technologies in place of batch process that creates significant reduction in energy consumption, less process times. Technological innovation is also simultaneously focused on Safety, health & environmental issues. During the year Company focused its R&D efforts on development of new products, process improvement of its existing products, recovery of products from pollutants.
Continuous flow reactors are more efficient, economical and sustainable for manufacturing products compared with conventional batch reactors hence company has successfully developed flow processes, also commercialized 2 generic products under continuous flow reactors. Continuous flow processes have been developed with flow process capabilities in Plug Flow reactor, Catalytic fixed-bed flow reactor, Tubular flow reactor, Micro channel reactor & Slurry flow reactors. This flow technology reduces the process time cycle to manufacture a product with less energy consumptions which leads to lower utilization of efficient utilities. It has many benefits like minimum space for installation, lesser energy consumption and reduction in process times after establishment of flow process. Hence, continuous flow processes / reactors have many benefits compared with traditional reactors enabling cost efficient quality products to sustain in the generic market competition During the financial year, Company has installed, commissioned and started operations by using DCS "Distributed Control System" at Ankleshwar facility for the current production requirement. This automation system works with high efficiency and high accuracy to manufacture best quality products. This new technology, the DCS system works with high accuracy while providing quality processes and helping to reduce resource usage & manpower intervention and achieve high operational efficiency. ii) The benefits derived like product improvement, cost reduction, product development or import substitution etc.
With the adoption of new technology using continuous flow reactors the benefits derived are increase in yield, reduction in timelines of the reaction process, proportionate reduction in cost of manufacturing and reduction in power consumption. Company increased yield of its products, decreased consumption of raw materials in some products, decreased consumption charge of solvent in products, recovered few products from pollutants.
The DCS system installed at Ankleshwar unit works with high accuracy while providing quality processes and helping to reduce resource usage & manpower intervention and achieve high operational efficiency.
iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:
During the FY 2023-24 Company has not imported any technology and hence not applicable.
Expenditure incurred on Research and Development :
Foreign Exchange Earnings and Outgo :
37. Disclosure in respect of scheme formulated under section 67(3) of the Companies act, 2013:
Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 for the benefit of employees.
38. Disclosures pursuant to section 197 (14) of the Companies act, 2013:
None of the Directors of the Company are in receipt of any commission or remuneration from any holding or subsidiary Company.
39. Annual Return
Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 Annual Return of the Company for the FY 2022-23 has been placed at website of the Company at https://www.amiorganics.com/annual-return.html
40. Awards and Recognitions:
The year gone by has been a remarkable year for the company. Company was conferred with the following prestigious awards: i. Your Company has been assessed by the Ecovadis which has certified your company in the Gold category in the area of environment & sustainability.
ii. Your Company has been accredited with ISO 27001:2022 for information security management system applicable for the operations of design & development, manufacture and dispatch of pharmaceutical intermediates and fine chemicals for bulk drugs, supported by the functions of it operations, human resources (HR), administration, R&D, finance & accounting, sales & marketing and warehouse.
iii. Your Company has became a member of the United Nations Global Compact (UNGC) and signatory to the Climate Neutral Now Initiative assuring our commitment to minimising climate-related risks and the environmental impact of our operations. iv. Your company has received prestigious "Outstanding Business Leader-Male" by FGI for FY 2022 and has been felicitated with "Outstanding work in Research and Development" by SGCCI for FY 2022.
41. Other Disclosures : i. Statement of Deviation(s) or Variation(s)-
In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the terms of the objects mentioned in the postal ballot notice dated August 4, 2023 ("Notice") in respect of preferential issue of 4,43,500 number of equity shares of the Company.
The net proceeds of the Preferential Issue aggregating to Rs. 518.45 million was utilised in accordance with the objects mentioned in the Notice. As on March 31, 2024 the proceeds of the preferential issue was completely utilised as per the objects stated in the Notice. The statement of utilisation of Issue proceeds as on March 31, 2024 is provided below:
ii. Significant and Material Order passed by the Regulators/ Courts:
Company had filled an application to Hon?ble High Court of Bombay for institution of arbitration proceeding to decide upon the dispute arising out of shortfall in payment of claim amount by New India Assurance C. Ltd. in respect of a fire insurance claim by the company under its Fire Accident Policy. During the subsistence of Policy, Company claimed for a Fire accident which took place on February 26, 2021 in company?s factory premises (Unit I). Company had claimed an amount of Rs. 11,93,64,163/- for the fire loss. A surveyor was appointed by the Insurer who assessed the loss at Rs. 10,28,52,941/- in his report, however the Insurer approved the claim of only Rs. 7,62,23,946/- towards full and final settlement of the claim, which was accepted by the Company under Protest. The company had disputed the shortfall in claim settlement amount with the Insurer, which was not accepted by the Insurer, hence the dispute arose.
Hence, your Company had sought initiation of arbitration proceeding and appointment of Arbitrator under the Policy, by its application to the Hon?ble High Court of Bombay. The Application accepted and Arbitrator has been appointed by the Hon?ble High Court of Bombay vide its order updated on April 26, 2024 to decide on the dispute between the Parties, which is now in process of hearing after appointment of the learned Arbitrator. Other than the above, no significant and material order was passed by any of the Regulators or courts or tribunals in respect of any litigation involving the Company or impacting the going concern status and company?s operations in future.
iii. Disclosure under the Insolvency and Bankruptcy Code, 2016:
During the year under review, No application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.
iv. Disclosure on one-time settlement with Banks or Financial Institutions:
During the year under review, no one-time settlement is done with Banks and Financial Institutions and as such there is no 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.
42. Human Resources:
Board acknowledges the impeccable contribution of all employees, at all levels of hierarchy, whether at lower, junior, mid or senior levels. Each and every employee of the company is an important factor and contributor to the growth and success story of organization. During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has carried out systematic appraisal of performance and imparted trainings at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. During the year Company successfully completed the Social Assessment System Audit SA 8000:2014 and received the certification for its Sachin & Jhagadia units, R&D & warehouse. HR team conducted several workshops, safety related trainings, policies refresher trainings, POSH, ESG & sustainability trainings to the employees. Company continues to provide free meals to all the employees and workers including permanent and contractual workers at all the three units of Company. During the year several cultural activities, yoga trainings, blood donation camps, health & well being sessions for the employees were successfully organized to keep up the employees skills, knowledge motivation and zeal.
43. Cautionary Statement
Statements in this Directors? Report and Management Discussion and Analysis Report describing the Company?s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company?s operations include raw material availability and its prices, cyclical demand and pricing in the Company?s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.
44. Acknowledgment:
The Board takes this opportunity in expressing their gratitude and appreciation to the various Government Authorities, Company?s Stakeholders?, bankers, business associates, consultants for their continued support extended to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders, valued customers, suppliers, and employees of the Company.