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EQUITY - MARKET SCREENER

Symphony Ltd
Industry :  Domestic Appliances
BSE Code
ISIN Demat
Book Value()
517385
INE225D01027
103.3675189
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
SYMPHONY
44.1
6614.36
EPS(TTM)
Face Value()
Div & Yield %
21.75
2
0.53
 

As on: Apr 20, 2024 02:43 AM

Dear Members,

The directors take immense pleasure in presenting the 36th Annual Report of the Company together with the audited standalone and consolidated financial statements, showing the financial position of the Company for the financial year ended March 31, 2023.

Highlights of results and state of company's affairs

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operations & Other Income 930.60 679.18 1,237.79 1,079.01
Profit before Financial Charges, Depreciation & Taxation 222.49 152.94 188.62 200.62
Less: Financial Charges 0.77 0.96 10.23 8.92
Less: Depreciation & Amortisation Expenses 5.58 5.68 26.45 24.18
Profit Before Tax 216.14 146.30 151.94 167.52
Less: Income Tax 50.14 31.68 51.46 35.25
Less: Provision for Tax of Earlier Years (0.05) 0.72 (0.05) 0.72
Less: Deferred Tax 1.25 3.09 (15.35) 10.69
Profit After Tax 164.80 110.81 115.88 120.86
Less: Non-controlling Interest - - (0.54) 0.55
Profit After Tax Attributable to the Shareholders 164.80 110.81 116.42 120.31
Other Comprehensive Income (0.05) (0.11) (0.33) 0.28
Total Comprehensive Income for the Year 164.75 110.70 116.09 120.59
Add: Balance as per Last Year's Balance Sheet 758.77 697.04 760.93 689.31
Amount Available for Appropriation 923.52 807.74 877.02 809.90
Less: Dividend 69.96 48.97 69.96 48.97
Less: Gain/(Loss) on Acquisition of Interest in Subsidiary - - (0.04) -
Less: Buyback Expenses 0.28 - 0.28 -
Surplus in Statement of Profit and Loss 853.28 758.77 806.82 760.93

Key Financials as on March 31, 2023

Your Company, along with its subsidiaries, has a global presence in four continents. The Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other income stood at H1,237.79 Crores (PY H1,079.01 Crores). The profit after tax was H115.88 Crores (PY H120.86 Crores). The standalone revenue from operations along with other income stood at H930.60 Crores (PY H679.18 Crores). The profit after tax was H164.80 Crores (PY H110.81 Crores).

The highlights of the key financials are as under:

Particulars Standalone Consolidated
Equity Share Capital 13.99 13.99
Net Worth 912.01 880.91
Book Value Per Equity Share 130.37 125.92
Earnings Per Share (EPS) 23.56 16.64
Investments 628.68 526.86

Contribution To Exchequer

Your Company has contributed a sum of H113.04 Crores to the exchequer during the financial year 2022-23 by way of duties and taxes on a standalone basis.

Transfer To Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2022-23 in the profit and loss account.

Dividend

During the period under review, the Board of Directors has declared two interim dividends aggregating to H4.00/- (200%) per share, and a bifurcation is as under:

Date of declaration Interim dividend amount per share (in H) % of dividend
July 26, 2022 2.00 100
October 20, 2022 2.00 100

The Board has recommended a final dividend of H1.00 (50%) per equity share having face value of H2.00 each subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2023.

The aggregate dividend for the financial year ended on March 31, 2023, on approval of the proposed final dividend at the ensuing annual general meeting, would be H5.00/- (250%) [including interim dividends of H4.00 (200%)] per share.

The total pay out towards dividend for the financial year 2022-23 would be H34.88 Crores, and towards buyback of shares would be ~ H248.70 Crores (including buyback tax and incidental expenses), translating into a total payout of H284 Crores i.e., 244% on consolidated net profit.

Shareholders' Reward Policy (Including Dividend Distribution Policy)

Symphony believes in maintaining a fair balance over a long-term period between pay-out/reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in pay-out/reward to the shareholders. The quantum and manner of pay-out/reward to shareholders of the Company shall be recommended by the Board of Directors of the Company. During the year under review, the Board has approved and revised the Shareholders' Reward Policy (Dividend Distribution Policy) and decided to distribute at least 60% of Profit After Tax (PAT) (previously it was ‘upto 50% of the PAT'). The Shareholder's Reward Policy (including Dividend Distribution Policy) can be accessed at https:// www.symphonylimited.com/wp-content/ uploads/2023/02/Shareholders-reward-policy.pdf

Buyback Of Shares

During the year under review, the Board has approved the buyback of equity shares in their meeting held on February 8, 2023. The same has been subsequently approved by the shareholders through special resolution dated March 15, 2023, passed through postal ballot/remote e-voting. Your Company will buy back equity shares of the Company not exceeding 10,00,000 for an aggregate amount of H200 Crores, being 24.76% and 24.69% of the aggregate of the fully paid-up equity share capital and free reserves as per the last audited financial statements of the Company as on March 31, 2022 on standalone and consolidated basis respectively at a price of H2,000/- per equity share. The buyback will be made from all existing shareholders of the Company as on March 29, 2023, this being the record date for the purpose of buyback. The Buyback will be done on a proportionate basis through the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. The Company has announced the opening of its buyback offer starting from May 3, 2023 to May 17, 2023. The pre-buyback paid up capital of the Company is H13,99,14,000/-, divided into 6,99,57,000 equity shares, and after extinguishing 10,00,000 equity shares, the post-buyback paid up share capital will be H13,79,14,000/-, divided into 6,89,57,000 equity shares.

Material Changes and Commitment

There have been no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report, to which the financial statements relate. There has been no change in the nature of the business of the Company.

Performance Review – India Business

The Company encountered a mixed performance in its global and Indian markets during the year under review. The performance represented a validation of the Company's multi-geography business model, where the improved performance in one geography was complemented by a temporary downtrend in another and where the coherences of one geography were shared with another, making it possible to report a creditable overall performance.

India played the role of a dependable complement at a time when global revenues appeared erratic. The Company surpassed sales level of FY 2019-20, the previous high, during the year under review. The Company expected a strong finish in March 2023, which usually signals the start of the summer in various parts of India, but the month was unusually cool, resulting in subdued sales. The Company prepared for this climatic turn by expanding the GT network width and depth. The Company also invested in enhancing its modern trade including e-commerce and D2C exposure, which should play out attractively during the current financial year.

Household Coolers:

The year started with lower inventory with the channel partners. The business sentiments were restored to how they were in the pre-Covid days. Good market sentiments have resulted in early investments from general trade customers. Secondary schemes that were rolled out early resulted in early placement during the off-season period. The distributor, dealer and town categorisation has helped to focus on priority markets and customers. The e-com, modern trade, and regional chain stores are adding desired growth and expanding customer base as well as number of stores.

Direct to Consumer (D2C):

Symphony's direct-to-consumer (D2C) segment is one of the most exciting dimensions of its evolving business model. In a world where consumers seek disintermediation and prefer to buy directly off the internet, Symphony engages directly. The Company's D2C platform facilitates personalized communication (email, text messages, and chats), which makes it possible to connect with consumers directly. The Company recognizes that this direct interface empowers it to decode and respond to market realities with speed.

Besides, Symphony's D2C segment enhances brand flexibility in terms of product and service innovation with fewer limitations than traditional distribution channels. By bypassing intermediaries, the platform provides the Company with a direct understanding of customer shopping needs, purchase habits, and brand experience.

E-commerce:

The facility to compare products and buy from e-commerce marketplaces is emerging as one of the powerful revenue drivers of most companies.

In line with this development, Symphony enhances its e-commerce visibility. The Company's digital marketing (social media, email, and search engine optimization) increased brand awareness and website tra_c.

Large Space Venti Cooling (LSV):

The LSV division of Symphony consolidated its position in the market, creating awareness and taking advantage of being the first mover from the organized segment in industrial and commercial air coolers, in the domestic market. We substantiated our position by participating in relevant exhibitions, acquiring leads through digital platforms, and using the News18 network platform to subtly market our brand and products among the MSME segment. We have also initiated a path of improvement of the quality of sales by providing free ‘preventive maintenance' services to all new customers; we have selected existing customers to present an aura of customer delight, along with developing a very robust audit system for controlling the quality of installations at customers' chosen locations, so that they enjoy the best performance of our products. We have restructured the entire lead tracking process in our sales CRM and developed a new CRM for updating and tracking our regular customers' post-sales services, installations, and preventive maintenance services. On the sales team front, we have recalibrated selected team members to handle the management of key accounts and a quartet of them as ‘sector experts' to bring in focus for large pan India businesses as well as sector specific businesses.

Service:

During the year under review, your Company has initiated auto generated installation and subsequent four free preventive maintenance calls through the CRM to increase product life and satisfaction levels of our valued customers using our LSV coolers (industrial coolers). The Company has developed "Koolz" — the first ever liquid descaling cleaner for air coolers, and has initiated the sale of cooler covers and accessories to its customers. The Company has introduced a single ticketing solution mobile app for fast response to escalations/feedbacks received from our customers.

Export:

One of the most attractive emerging markets for cooling products is that of Europe, where a heat wave in 2022, during the course of short intensive summer enhanced visibility for the portable cooler. This cooling alternative found traction because it did not warrant construction alterations and could be plugged in and operated with convenience. The opening of the Gulf Corporation Council (GCC) market was addressed with a representative in Dubai. Even as the Company was faced with attractive demand in countries like Egypt, Sri Lanka, Myanmar, and Iraq, exports were restricted on account of currency and economic imbalances in these and other countries. The ongoing Ukraine war also impacted sales, as most customers curtailed their purchases due to uncertainties. Global supply chain disruptions and the unusually high sea freight costs also affected international sales.

Performance review — subsidiaries

(i) Climate Technologies Pty Limited (CT), Australia:

The Company's performance in this geography was most challenged on account of a convergence of a multitude of factors. Sales in Victoria, the largest market for the Company's products in Australia, were affected by possibly the longest lockdown imposed anywhere in the world (more than 260 days), affecting sales, installation, and service. The state encountered _oods in November and December, 2022, losing a part of the summer in Australia that begins around that time. The pandemic-induced sluggishness and commodity inflation affected the viability of real estate companies; some of the ten largest property developers in Australia were affected by bankruptcy, staggering the rollout of new homes. However, there are indications that the worst is over. The Company launched new portable products that should widen the portfolio for prospective sales. The Company is also working on product outsourcing arrangements that should enhance asset lightness and viability, the benefits of which are likely to show in the near future.

(ii) Bonaire USA LLC, USA (BUSA):

The Company encountered a revenue challenge on account of the economic slowdown. The late onset of the summer resulted in a slowing of ofitake; retailers turned conservative and slowed orders indent, preferring to draw on existing inventory instead. However, this phase is expected to be transitory; once demand revives, a projected stock out could promote the large retailers to build inventories. The Company strengthened its business by widening its SKU and category coverage; it also broad-based by accessing other retailers and moving from offine engagement to online. The Company is in the process of working with Amazon to position products and push sales; it piloted the launch of direct-to-consumer (D2C) store that should translate into enhanced online revenues across the foreseeable future.

(iii) IMPCO S. de R. L. de C. V. (IMPCO) Mexico:

The Company performed creditably with a ~ 15% increase in revenues from this geography. Even as the business in this country was challenged by increased material and freight costs, which peaked, and imports into Mexico from India became expensive, the business responded by raising sticker prices. This increase helped cover a part of the product inflation during the year. The Company enhanced sale of heaters where it established an attractively high realization that helped cover some costs for the moment, and created the prospect of superior performance once the cost curve begins to taper.

(iv) Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK), China:

The challenges of enhancing your Company's presence in this geography were related to the pandemic surge, and decline in trade engagements with the USA. The combined impact of these realities affected industrial and commercial investments, translated into a weaker ofitake for cooling equipment. It is only at the end of the year under review that operations began to normalize. The Company responded creditably: it has moderated its cost of doing business strengthening it for an impending rebound. This resilience indicated that the Company, using its lower cost structure and cross-geography synergies, is fitter, leaner, and attractively placed to capitalize on the impending national economic recovery.

(v) Symphony Climatizadores Ltda, (SCL), Brazil

Brazil is the largest economy in South America and is an important market for Air coolers. Many brands sell residential and commercial air coolers which are mainly imported from China. There is a market for Industrial air coolers too. SCL has been established to tap this air cooler market. It imports range of portable and industrial coolers from Symphony India and from GSK China and distributes in the local market. Offering high quality products at competitive prices has been the strategy of SCL. During the year, the team was strengthened with experienced personnel coming on-board. The business also got increased over the previous year. New customers were roped in, and marketing and brand building activities were also carried out. The distribution network is being expanded and further growth is anticipated.

Awards and Accolades

• Symphony has been recognized among the Top 50 organizations for India's Best Workplaces™ in Manufacturing 2023.

• Symphony won the "Best Creativity" award in the Consumer Durables and Electronics category at the e4M Primetime Awards 2022.

• Symphony won the "Best FMCD & FMCE Campaign" award at the #ImpactDigitalInfluencer Awards 2022.

Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the financial year ended on March 31, 2023, is part of this annual report.

Corporate Governance

Your company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards, transparency, and accountability in its dealings with all its constituents. Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Corporate Governance Report for the financial year ended on March 31, 2023, is part of this annual report. The requisite certificate obtained from the practising company secretaries confirming compliance with the conditions of corporate governance is attached with the report on corporate governance.

Subsidiaries

Your company has six overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V., (IMPCO), Mexico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China, (GSK) (iii) Symphony AU Pty Limited, Australia, (SAPL) (iv) Climate Technologies Pty Limited, Australia, (CT) (v) Bonaire USA LLC, USA (BUSA), and (vi) Symphony Climatizadores Ltda., Brazil (SCL). All subsidiaries are wholly owned subsidiaries of the Company.

During the year, the Company has purchased remaining 5% shares of Symphony AU Pty Limited, Australia from its existing investor and made it a wholly owned subsidiary of the Company. Accordingly, CT and BUSA have become first level wholly owned subsidiary and second level wholly owned subsidiary of the Company, respectively.

As per the requirements of Regulation 24 of the Listing Regulations, Mr. Naishadh Parikh, Independent Director of the Company continued to represent the Company on the board of its subsidiary companies viz. (i) Climate Technologies Pty Limited, Australia, and (ii) Symphony AU Pty Limited, Australia.

In accordance with Section 129(3) of the Companies Act, 2013 (‘the Act'), the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form No. AOC-1 is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company, which can be accessed at https://www.symphonylimited.com/investor/ results/#1668762167371-3516390d-82bd

Corporate Social Responsibility

As required under Section 135 of the Act and the Rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the committee, CSR activities, amount spent during the year, and other details is enclosed as Annexure – 1. The Corporate Social Responsibility Policy is displayed on the website of the Company.

Auditors

The auditors' report does not contain any qualification, reservation, or adverse remark and is self-explanatory; thus, it does not require any further clarifications/ comments.

During the year under review, the auditors have not reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Secretarial Audit Report

As required under the provisions of Section 204 of the Act, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, practicing company secretaries, to conduct a Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2023, is annexed to the Board's Report as Annexure – 2.

The secretarial auditors' report does not contain any qualification, reservation, or adverse remark and is self-explanatory; thus, it does not require any further clarifications/comments.

Cost Auditors

During the year under review, the Company was not required to maintain cost records and hence, cost audit was not applicable; no manufacturing activities or services, covered under the Companies (Cost Records and Audit) Rules, 2014, have been carried out or provided by the Company.

Directors and Key Managerial Personnel

Mr. Achal Bakeri has been re-appointed as Managing Director for a period of five years w.e.f. December 1, 2022, by the members of the Company in their annual general meeting held on August 29, 2022.

Mr. Ashish Deshpande has been appointed as Independent Director of the Company for a second term of five years w.e.f. May 22, 2023 by the members of the Company by passing a special resolution dated March 15, 2023 through postal ballot.

Mr. Amit Kumar, Executive Director and Group CEO, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Ms. Reena Bhagwati was appointed as an Independent Woman Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 (five) years and will hold office up to February 4, 2024. Considering her knowledge, expertise, and experience and the substantial contribution made by her during her tenure as an Independent Director, the Nomination and Remuneration Committee and the Board has recommended re-appointment of Ms. Reena Bhagwati as an Independent Woman Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from February 05, 2024 to February 04, 2029, and not liable to retire by rotation.

Brief profiles of Mr. Amit Kumar and Ms. Reena Bhagwati as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards – 1, are annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report. Your directors recommend their appointment/reappointment.

Annual Return

In accordance with Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.symphonylimited.com/investor/ shareholding-information/#1648619612073-f3dd9dca-7d0e

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable Indian accounting standards have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act read with rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively;

(f ) they have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

Meetings of the Board

Four meetings of the Board of Directors of the Company were held during the year under review. The details of composition, meetings, and attendance, along with other details of the Board have been reported in the Corporate Governance Report, which is annexed to the Board's Report.

Your Company has complied with the Secretarial Standards as applicable to the Company, pursuant to the provisions of the Act.

Audit and other Committees

The audit committee comprises Mr. Naishadh Parikh (Chairman), Mr. Ashish Deshpande, Ms. Reena Bhagwati, and Mr. Santosh Nema as members. In accordance with the provisions of Section 177(8) of the Act and Listing Regulations, the Board has accepted all the recommendations of the audit committee during the financial year 2022-23.

The details of composition, meetings, and attendance, along with other details of the audit committee and other committees, are reported in the Corporate Governance Report, which is annexed to the Board's Report.

Nomination and Remuneration Policy

The Company has framed the Nomination and Remuneration Policy for appointment of directors, key managerial personnel, and senior management personnel, their remuneration, and the evaluation of directors and the Board. The said policy is part of the Corporate Governance Report.

Particulars of Loans, Guarantees, Security, or Investments

The liquidity position of your company is fairly comfortable and therefore the surplus funds were invested to generate returns. The Company has given loans and provided guarantee and security to the subsidiary companies for general business purposes. Details of loans, guarantees, and investments under the provisions of Section 186 of the Act as on March 31, 2023, are set out in notes numbered 4, 9, and 35 of the Standalone Financial Statements of the Company.

Particulars of contracts or arrangements with related parties

All transactions entered with Related Parties during the year under review were on an arm's length basis, and in the ordinary course of business. The same were placed before the audit committee and before the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of a repetitive nature. All Related Party Transactions are placed before the audit committee and the Board for review and approval on a quarterly basis.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Act is not applicable to your Company. Members may refer to note number 35 of the standalone financial statement, which sets out related party disclosures pursuant to Ind AS.

Transactions with persons or entities belonging to the Promoter/Promoter Group which holds 10% or more shareholding in the Company, have been disclosed in the accompanying financial statements.

Risk Management

As per the requirement of the Listing Regulations, the Company has constituted the Risk Management Committee. The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing/mitigating these risks. The Company also periodically reviews its process for identifying, minimizing, and mitigating risks. The Board of Directors of the Company have framed a risk management policy that is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Annual Performance Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee and all directors of the Company as required under the Act and the Listing Regulations.

i. Criteria for evaluation of the Board

Criteria for evaluation of the Board broadly covers the competency, experience, qualification of the director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, and evaluation of risks, among other things.

ii. Criteria for evaluation of the committee

Criteria for evaluation of the committee covers mandate and composition, effectiveness, structure and meetings, independence of the committee from the Board, and contribution to the decisions of the Board. iii. Criteria for evaluation of directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation at meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other things. The Board of Directors have expressed their satisfaction with the evaluation process.

Declaration by Independent Directors

Independent directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Act and Listing Regulations, as amended from time to time.

Vigil Mechanism

The Company has established a vigil mechanism (Whistle Blower Policy) to provide adequate safeguards against victimization and to provide direct access to the chairman of the audit committee in appropriate cases. This mechanism is available on the website of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Particulars of Employees

The statement of disclosure of remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure - 3 to the Board's Report.

The statement of disclosures and other information as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Rules is part of this report. However, as per the second proviso to Section 136(1) of the Act and the second proviso of Rule 5(3) of the Rules, the report and financial statement are being sent to the members of the Company, after excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the company secretary at the registered office of the Company.

Internal financial controls and their adequacy

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to the Company's policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. These are reviewed by the statutory auditor and internal auditor at regular intervals and by the audit committee.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has in place an anti-sexual harassment policy, 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 regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received or disposed of during the year under review; there were no pending complaints till the end of the financial year, either.

Application made or any proceeding pending under the insolvency and bankruptcy code

As on date of the Report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2022-23.

Deposit

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest were outstanding as on March 31, 2023.

Insurance

The insurable interests of the Company including building, plant and machinery, stocks, vehicles, and other insurable interests are adequately covered.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report for the financial year 2022-23, as stipulated under Regulation 34 of the Listing Regulations is annexed to this report as Annexure - 5.

Appreciation

The directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your

Company. The directors also wish to place on record their deep sense of appreciation to the shareholders, OEMs, dealers, distributors, service franchises, CFA, consumers, banks, and other financial institutions for their continued support.

For and on behalf of the Board
Achal Anil Bakeri
Place: Ahmedabad Chairman and Managing Director
Date: May 5, 2023 DIN - 00397573