To the Members,
Your Board of Directors have pleasure in presenting the 56th Annual Report and Audited Accounts of the Company for the Financial Year ended on 31st March, 2024.
FINANCIAL RESULTS
The summarized financial results for the year are as under:
(Rs. in Crores)
ECONOMIC REVIEW Global Economy
The financial year 2023-24 witnessed significant developments in the global economy, marked by a combination of growth opportunities and challenges. The post-pandemic recovery continued to shape economic activities, with varying impacts across different regions and sectors. Global economic growth experienced a moderate pace during the year. The International Monetary Fund (IMF) estimated global GDP growth at approximately 3.2%. Advanced economies, including the United States and the Eurozone, saw steady but slowing growth rates as they navigated through inflationary pressures and tightening monetary policies. Emerging markets and developing economies, particularly in Asia and Africa, continued to drive global growth, benefiting from robust domestic demand and ongoing structural reforms. Global trade experienced mixed outcomes during the year. While trade volumes rebounded from the pandemic lows, geopolitical tensions and trade disputes posed challenges. The conflict in Eastern Europe, particularly the Russia-Ukraine war, had significant implications for global energy markets, commodity prices, and trade routes. Additionally, ongoing trade tensions between major economies, such as the United States and China, continued to influence global trade dynamics. Moving forward, a balanced approach to economic policies, innovation, and sustainability will be key to addressing the emerging global economic challenges and opportunities
In summary, the global economy in the financial year 2023-24 navigated through a complex landscape of recovery, inflationary pressures, geopolitical challenges, and technological advancements. While the path to sustained growth remained uneven, the resilience and adaptability of economies and businesses were evident.
Indian Economy
The Financial Year 2023-24 was a period of significant economic activity and transformation for India. Despite global headwinds and domestic challenges, the Indian economy demonstrated resilience and adaptability, supported by strong policy measures and structural reforms. India's GDP growth for FY 2023-24 was estimated at approximately 7.6%, positioning it among the fastest-growing major economies globally. The recovery was driven by robust domestic demand, increased investment activities, and a revival in key sectors such as manufacturing, services, and agriculture. The government's continued focus on infrastructure development and policy reforms further bolstered economic growth. Inflation remained a critical concern, influenced by global supply chain disruptions, rising energy prices, and domestic factors. The Reserve Bank of India (RBI) adopted a cautious approach to monetary policy, balancing the need to support growth while containing inflationary pressures. The central bank adjusted interest rates and employed other monetary tools to manage liquidity and ensure price stability. The government maintained an expansionary fiscal stance, prioritizing spending on infrastructure, healthcare, and social welfare schemes. Key initiatives such as the Atmanirbhar Bharat (Self-Reliant India) campaign, Production-Linked Incentive (PLI) schemes, and the National Infrastructure Pipeline (NIP) played pivotal roles in stimulating economic activities and attracting investments. The manufacturing sector showed robust growth, supported by the PLI schemes aimed at boosting domestic production and reducing import dependence. Key industries such as automotive, electronics, and pharmaceuticals witnessed significant expansions. The services sector, particularly IT and IT-enabled services, continued to drive economic growth. The sector benefited from increased global demand for digital solutions and a strong domestic market. India's trade performance was marked by a recovery in exports, driven by strong demand for goods and services in global markets. However, imports also increased, leading to a wider trade deficit. The government's emphasis on trade diversification and export promotion initiatives helped mitigate some of the external vulnerabilities. While the Indian economy showed remarkable resilience, several challenges persisted. Inflationary pressures, global economic uncertainties, and structural issues such as unemployment and income inequality required continued policy attention. The outlook for FY 2024-25 remained cautiously optimistic, with growth expected to be supported by ongoing reforms, digitalization, and increased public and private investments. Strong policy measures, robust domestic demand, and structural reforms underpinned the economic performance. Looking ahead, sustained efforts in policy implementation, innovation, and infrastructure development will be crucial for maintaining the growth momentum and achieving long-term economic stability.
Performance of the Company
Your Company registered total revenue of Rs. 5014.4 crore in
FY 2023-24 as against Rs. 4,481.1 crore in the previous year, registering a 12% YoY growth in value terms. While part of the growth resulted from commodity price increases, volume growth was also significant due to higher activity levels in Real Estate, Automobile and Communication sectors.
The segment-wise revenue growth was:
Electrical Cables by 14.6%
Communication Cables declined by 8.3% due to delays in government- sponsored projects.
Other products segment registered a growth of 15.3%
For more details, please refer to the Management Discussion and Analysis (MDA), forming part of this Report in "Annexure A - I", inter-alia, which deals adequately with the operations as well as the current and future outlook of the Company.
Exports
Exports stood at Rs. 35.3 crores as against Rs. 39.9 crores in the previous year.
Finance
The short-term debt programs of your Company continue to be rated by CRISIL. Since the last several years, these have been accorded the highest ratings that CRISIL issues (A1+). CRISIL has also rated your Company's long term debt offerings at AA+/stable. During the year, no debt papers were issued. As on the date of this report, your Company continues to remain debt free.
Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.
Dividend
Based on the Company's performance, the Directors are pleased to recommend a Dividend of Rs. 8.00 per equity share i.e., 400 % of the face value of Rs. 2 each, for approval of the members at the ensuing Annual General Meeting. The total dividend outgo would involve a cash outflow of Rs. 122.4 Crores.
In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regualtions,2015 ("SEBI Listing Regulations,2015") the Company has formulated Dividend Distribution Policy and the same is available on the Company's website at https://www.Finolex. com/UploadedDocs/Dividend%20Distribution%20Policy.pdf
Transfer to Reserves
The Company has not transferred any amount to the reserves during the current Financial Year.
Fixed Deposits
During the year, your Company has not invited, accepted or renewed any fixed deposits from the public and accordingly, there is no principal or interest outstanding in respect thereof.
Change in Nature of Business
There has been no change in the nature of business of the Company during the year under review.
Expansion
As reported in the previous year, your Company had committed a capex of ?500 crore over 18 months for enhancing manufacturing capabilities at Urse, Goa and
Roorkee. This capex is directed towards enhancing production capabilities to meet the requirements of the Construction, Railways, instrumentation, Solar Power and the Automotive application bringing in-house certain value additions which were outsourced earlier and further expansion of the Optic Fiber line. Expansion work is in progress and certain lines will go on stream in Q2 of 2024-25.
Joint Ventures, Subsidiaries and Associates
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Company's Joint Ventures / Associates (in form AOC-1) is attached to this Report as "Annexure G".
The Company does not have any investments in subsidiaries.
Corning Finolex Optical Fiber Private Limited
Members are aware that the following understanding and agreement with JV Partner M/s Corning SAS of France, the JV had approved NCLT for voluntary liquidation in the year 2023. The JV has now been liquidated in accordance with Section 59(7) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 9 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, vide National Company Law Tribunal's ("NCLT"), Mumbai Bench (Court-VI) order dated 06th June 2024.
Finolex J-Power Systems Limited
During the year, the JV made significant strides towards achieving profitability - the JV bagged several orders during the year and has an order backlog of approximately Rs. 300 Cr going into the Financial Year 2024-25. Based on current trends, it is expected that the JV will be able to breakeven as well as become profitable going forward.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure F" to this Report.
In terms of provisions of Section 197(12) of Companies
Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the "Annexure F1" to this Report.
Key Managerial Personnel
The following persons continued as Key Managerial Personnel during the year 2023-24.
1. Mr. Deepak Chhabria ceased to be Whole Time Director designated as "Executive Chairman" of the Company w.e.f. 16th October 2023.
2. Mr. Ratnakar Barve- Executive Director was appointed as KMP with effect from 29th September, 2023.
3. Mr. R.G. D'Silva-Company Secretary and President (Legal) of the Company retired from service on 03rd April, 2023.
4. Mr. Siddhesh Mandke was appointed as Company Secretary and General Manager (Legal) with effect from 4th April, 2023.
Human Resources
The Company engaged approximately 1576 and 1546 permanent employees as at 31st March, 2024 and 31st March 2023, respectively. The number of flexible (contractual, trainee and temporary) employees as at 31st March, 2024 was 1641, compared to 1608 as of 31st March 2023.
Corporate Governance
The Company has always responsibly followed corporate governance guidelines and best practices sincerely. As a responsibility and service to all its shareholders, the Company promptly discloses timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company. Your Company is in full compliance with the Corporate Governance guidelines as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations 2015") and is committed to good corporate governance. Accordingly, all Directors and Senior Management employees confirm in writing their adherence to the Company's Code of Conduct.
A separate report on Corporate Governance ("Annexure B") is provided together with a Certificate from the Statutory/ Secretarial Auditors of the Company regarding compliance with conditions of Corporate Governance as "Annexure C", as mandated under SEBI Listing Regulations, 2015. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in their report.
Corporate Social Responsibility
Your Company strives to provide best products and services not only to its customers, employees and shareholders, but also to the whole society as a whole. Your Company commits itself to utmost care and assistance for sections of society in need of such support, as evident through the CSR initiatives undertaken by the Company. These initiatives include:
Education and Skill Development Healthcare Initiatives, Environmental Sustainability, Community Development, Women Empowerment, Livelihood Enhancement. Annual Report on CSR, forming part of this Report, inter-alia, provides the details of all CSR activities during the year under review and other related information is given as an "Annexure I" to this Report.
The Company's Policy on CSR as approved by the Board is also available on the website of the Company at https:// www.finolex.com/UploadedDocs/CSR%20Policy.pdf.
Management Discussion and Analysis Report (MDAR)
Management Discussion and Analysis Report for the financial year under review, as stipulated under regulation 34 (2) (e) of SEBI Listing Regulations, 2015 is presented in a separate section forming part of this Annual Report as "Annexure A".
Business Responsibility and Sustainability Report:
Business Responsibility and Sustainability Report for the financial year under review, as stipulated under regulation 34 (2) (f) of SEBI Listing Regulations, 2015 is presented in a separate section forming part of this Annual Report as "Annexure J".
Environmental, Social and Governance (ESG):
Recognizing its role as a responsible corporate citizen, the Company is keenly aware of its environmental and societal obligations. For more information on our ESG initiatives, please refer to the Business Responsibility and Sustainability Report (BRSR) "Annexure J"
Directors:
The Board of Directors of the Company currently comprises of 5 (Five) Directors out of which 3 (Three) Directors are appointed as Independent Directors, 1 (One) Director is a Whole Time Director and 1 (One) Director is a Non Independent Non-Executive Director.
• During the year, Mr. Achyut Dhadphale (DIN 07172828) and Dr. Kshitija Wadatkar (DIN 10202871) were appointed as Additional Directors in the category of Non-Executive Non-Independent Director and Non-Executive Independent Directors respectively with effect from 30th September, 2023. However, since their appointments were not confirmed by members at the postal ballot conducted on 22nd December, 2023, they have ceased to be Directors with effect from 22nd December, 2023 The Board places on record its sincere appreciation towards the contribution made by them during their tenure as directors of the Company.
Further, Mr. Shane Pedder (DIN 03595409) was appointed as Additional Director in the category of Non-Executive Non-Independent Director with effect from 20th March 2024. However, he ceased to be the Director with effect from 15th June, 2024 as his appointment was not confirmed by members of the Company. The Board places on record its sincere appreciation towards the contribution made by him during his tenure as a director of the Company.
Pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its earlier meeting held on 29th June, 2023 had appointed Mr. Deepak Chhabria as Executive Chairman and Whole Time Director of the Company for a period of 5 years w.e.f. 1st July 2023 to 30th June 2028. The proposal for such an appointment was not approved by majority members at the 55th Annual General Meeting of Company held on 29 September, 2023. Mr. Deepak Chhabria ceases to be executive chairman and whole time director with effect from 16th October, 2023.
The Board places on record its most sincere appreciation towards the contribution made by Mr. Deepak Chhabria during his tenure. Between 19th October, 2023 and 4th September, 2024 Mr. Nikhil Naik functioned as the Chairman of the Board. At its Meeting on 4th September, 2024 Board appointed Mr. Ratnakar Barve as Chairman.
Mr. Nikhil Naik is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommend the same. A resolution proposing his re-appointment for the consideration and due approval of members at the ensuing AGM is included in the notice convening the AGM.
Compliance under the Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company complied with the requirements. The details of such compliances are enumerated below:
• Web link to the Annual Return: Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return is available on the website of the Company at https://www.nnolex.com/View/Paqe/Annual-Return.
• Number of meetings of the Board: The Board met on 12 (Twelve) occasions during the year. The details of the meetings are furnished in the Report on Corporate Governance which is attached as "Annexure B" to this Report.
• Directors' Responsibility Statement: Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, (the "Act"), the Directors, to the best of their knowledge and belief and according to the information and explanations provided to them, confirm that:
- In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.
- the Directors have 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.
- the Directors have prepared the annual accounts on a going concern basis;
- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and ;
- 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.
• Declaration By Independent Directors:
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of Independence laid down under Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations, 2015.
• Nomination and Remuneration Policy:
The Board of Directors has framed the policy which lays down a framework in relation to the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as "Annexure B" to this Report.
The Nomination and Remuneration Policy us available on the website of the Company at https:// www.finolex.com/UploadedDocs/Nomination%20 and%20Remuneration%20Policv.Ddf.
• Board Evaluation:
Pursuant to the relevant provisions of Companies Act, 2013, the Independent Directors at their meeting dated 27th March 2024 considered and evaluated the Board's performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.
Particulars of loans, guarantees or investments under section 186 of The Companies Act, 2013:
During the year, the Company has given additional corporate guarantee of Rs. 25 Crore to the Axis Bank, in respect of loans availed by Finolex J-Power Systems Limited - please refer Note no. 32 A III (b) of Standalone Financial Statements which form part of the Notes to the financial statements provided in the Annual Report.
Particulars of Contracts or arrangements with related parties:
All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and the Members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee. The Company has not entered into material transactions during the Financial Year 2023-24. At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding quarter. Details of related party transactions have been disclosed under Note 35A to the financial statements. Details of the same are also reproduced in Form AOC-2 which is attached as an "Annexure H" to this Report.
The Company's Policy on transactions with related parties as approved by the Board is also available on the website of the Company at https://www.finolex.com/ UploadedDocs/Related%20party%20transactions%20 policy.pdf
• Material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2024 and date of this report :
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
• Significant and material orders passed by the regulators or Court or Tribunals impacting the going concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company or the Company's operations in the future.
• Adequacy of Internal Financial Controls with reference to the Financial Statements:
Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statements of the Company are as follows:
Your Company maintains appropriate systems of internal control including monitoring procedures. These internal control systems ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of the Company's operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved / modified to meet changes in business conditions, statutory and accounting requirements.
Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/s. Ernst & Young LLP, Chartered Accountants. Both these teams in their respective assignments, test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.
The Audit Committee regularly meets and reviews the results of the various internal control audits both with the Auditors as well as with the respective Auditees. The Audit Committee is apprised of the findings as well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system.
• Risk Management Policy:
Your Company has set up a Risk Management Committee of the Board of Directors which comprises Mr. Zubin Bilimoria, Mr. Ratnakar Barve, Mrs. Vanessa Singh and Mr. Mahesh Viswanathan. More details of the risks faced by the Company are available in the Management Discussion and Analysis (MDA), attached as "Annexure A" to this Report.
The Company's Policy on Risk Management as approved by the Board is also available on the website of the Company at: chrome-extension:// efaidnbmnnnibpcaipcqlclefindmkai/https:// www.finolex.com/UploadedDocs/Risk%20 Manaaement%20Policv.pdf
• Vigil Mechanism / Whistle Blower Policy:
As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up a complaint. Your Company affirms that no one has been denied access to the Chairman of the Audit Committee. and No complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as "Annexure B" to this Report., The policy is also available on the Company's website at https://www.nnolex.com/UploadedDocs/Whistle%20 Blower%20Policv.pdf.
• Prevention of Sexual Harassment Policy:
The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Statutory Auditors
As per provisions of Section 139(1) of the Companies Act, 2013, M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants (Firm Registration No.1 17366W / W100018) were appointed as Statutory Auditor of the Company at the Fifty- Fourth AGM of the Company held on 28th September, 2022 to hold office from the conclusion of the said meeting till the conclusion of the Fifty- Ninth Annual General Meeting to be held in the financial year 2027-28.
Further as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, the said Auditors have confirmed their consent as well as eligibility to continue to act as Auditor of the Company.
Statutory Auditors' Report
There are no qualifications, reservations or adverse remarks made by M/s. Deloitte Haskins & Sells LLP (Firm Registration No.1 17366W/W100018), Statutory Auditors, in their report for the financial year ended on 31st March, 2024. The Notes on financial statements referred to in the Auditors' Report are self-explanatory. Pursuant to provisions of section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
Cost Audit
As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) rules of 2014 as amended from time to time, your Company has been carrying out an audit of cost records every year. At the previous Annual General Meeting, the members had approved the appointment of M/s. Joshi Apte & Associates as Cost Auditors, for the Financial Year 2023-24, at a remuneration of Rs. 6 lakh plus GST, as applicable, and reimbursement of out of pocket expenses.
Secretarial Audit
In accordance with the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, M/s. Jog Limaye & Associates, a firm of Company Secretaries in practice, was appointed by the Board to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.
Their Report dated 23rd April 2024 is attached as "Annexure D" to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Standards
The Institute of Company Secretaries of India had issued the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2. Your Company is in compliance with the said secretarial standards.
Listing of Securities
Your Company's equity shares are listed on the two premier stock exchanges of the country namely BSE Limited and National Stock Exchange of India Limited. Your Company's Global Depository Receipts have been delisted from the Luxembourg Stock Exchange, effective from April 16, 2024. Your Company has not issued any Non-Convertible Debentures ("NCDs") in financial year 2023-24 and no NCDs were outstanding as on 31 st March 2024.
General
1. During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:
a) Details relating to deposits covered under Chapter V of the Act;
b) Issue of equity shares with differential rights as to Dividend, voting or otherwise;
c) Issue of shares (Including Sweat equity shares) to employees of the Company under any scheme, save and except Employee Stock Options Schemes referred to in this Report;
d) Raising of funds through preferential allotment or qualified institutions placement;
e) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016
2. A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year - The Board of Directors is of the opinion that the Independent Non-Executive Directors are of integrity and possess the requisite expertise and experience (including the proficiency).
3. No Company has become ceased or ceased to be a subsidiary or associate or joint venture company of the Company during the year. However, Corning Finolex Optical Fiber Private Limited, Joint Venture Company has been Liquidated vide National Company Law Tribunal's ("NCLT"), Mumbai Bench (Court-VI) order dated 06th June 2024.
4. Cash Flow Statement for the Financial Year ended on 31st March 2024 is attached to the Balance sheet.
5. The Company has duly constituted the following mandatory committees in terms of the provisions of the Act &SEBI Listing Regulations,2015 read with rules framed thereunder viz.
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder's Relationship Committee
iv. Corporate Social Responsibility Committee
v. Risk Management Committee
The Composition of all above Committees, number of meetings held during the year review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo and Research and Development
Information on conservation of energy, technology absorption, foreign exchange earnings & outgo and the Research and Development activities carried out by the Company as required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report as an "Annexure E".
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend which are not subject to any legal requirements has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. The Company has transferred 26,957 shares on which dividends were unclaimed for seven consecutive years as per the requirements of the IEPF Rules. Mr. Mahesh Viswanathan is appointed as a nodal officer of the company and his details are provided on https://www.finolex.com/ View/Page/Nodal-Officer. The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. I EPF-5 available on the website https://www.iepf.qov.in/ IEPF/ and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred.
However, pursuant to Section 124 (5) of the Act, the unpaid dividend that will be due for transfer to the IEPF are as follows:
Disclosure of Agreements in terms of Regulation 30 A (2) of SEBI Listing Regulations, 2015
The details of agreements entered in to by the promoters of the listed entity whose purpose and effect is to impact the management or control of the listed entity that subsist as on the date as date of notification i.e., 13th July 2023 of clause 5A to para-A of part A of schedule III of SEBI Listing Regulations, 2015 including their salient features are given in an "Annexure K"
The link to the webpage where the complete details of such agreements are available: https://finolex.com/wp-content/ uploads/2023/08/Listino-Qblioations-and-Disdosure- Requirements-2024.pdf
Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
Your Company neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.
The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions.
Cautionary Statement
Statements in this Boards' Report and Annexure may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Company's operations and would impact eventual results.
Acknowledgements
The Company's Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your directors express their gratitude to the other business associates for their unstinting support. Your directors value the commitment and contribution of the employees towards the Company. Last but not the least, your directors are thankful to the Members for extending their constant trust and for the confidence shown in the Company.