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EQUITY - MARKET SCREENER

Rossari Biotech Ltd
Industry :  Chemicals
BSE Code
ISIN Demat
Book Value()
543213
INE02A801020
164.2838851
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ROSSARI
42.11
4069.14
EPS(TTM)
Face Value()
Div & Yield %
17.49
2
0.07
 

As on: Apr 18, 2024 04:26 PM

BOARD’S REPORT

Your Directors have pleasure in presenting the Fourteenth Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.

highlights of financials

Financial performance of the Company for the Financial Year ended 31st March, 2023 is summarised below:

(Rs. in million)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Revenue from Operations

9,751.72

10,728.44

16,558.81

14,829.74

Other Income

35.98

127.00

54.84

119.96

Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense

1,262.46

1,354.93

2,285.08

1,954.39

Less : Depreciation & amortisation

259.83

262.68

629.31

480.55

Profit/loss before Finance Costs, Exceptional items and Tax Expense

1,002.63

1,092.25

1,655.77

1,473.84

Less : Finance Costs

46.18

25.45

223.15

126.56

Profit/loss before Exceptional items and Tax Expense

956.45

1,066.80

1,432.62

1,347.28

Add/(Less) : Exceptional items

-

-

-

-

Profit before Tax Expenses and share of profit/loss of joint venture/associate

956.45

1,066.80

1,432.62

1,347.28

Add: Share of profit /(loss) of joint venture/associate

-

-

9.57

15.47

Profit Before Tax Expenses

956.45

1,066.80

1,442.19

1,362.75

Less: Tax Expense (Current & Deferred)

242.55

272.06

369.62

385.80

Profit/loss after Tax

713.90

794.74

1,072.57

976.95

Other Comprehensive Income / (Cost)

3.37

0.14

3.00

0.85

Total Comprehensive Income

717.27

794.88

1,075.57

977.80

BUSINESS OUTLOOK & FINANCIAL PERFORMANCE

The Specialty Chemicals industry in India is fast progressing with multiple strong growth prospects, focus on R&D, new technologies and manufacturing capacities. On the back of this, your Company is well-positioned to capitalise on the upcoming opportunities in this space.

The Company has delivered steady performance during the Financial Year 2022-23 despite a subdued macro-environment. On the profitability front, the Company has shown improvement in margin percentage during the current Financial Year. Revenue has been lower by 9% on a standalone basis while it has grown by 12% on a consolidated basis.

For the Financial Year ended 31st March, 2023, on a standalone basis, your Company achieved total revenue from operations of Rs.9,751.72 million compared to Rs.10,728.44 million during the previous Financial Year. Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) decreased from Rs.1,227.93 million in the previous Financial Year to Rs.1,226.48 million during the current Financial Year ended 31st March, 2023. Profit after Tax (PAT) was at Rs.713.90 million in the current Financial Year as compared to Rs.794.74 million in the previous Financial Year.

During the Financial Year under review, the major headwind was seen in the Textile vertical. The slowdown in the overall Textile industry, due to the subdued demand, impacted the growth of our Textile Specialty Chemicals division. Home, Personal Care and Performance Chemicals delivered steady performance while Animal Health and Nutrition had a growth of 12% during the Financial Year under review. Raw material prices stabilised as the year progressed and so did the logistics cost. The impact of softening of the raw material prices was also evident in our finished goods pricing, although we were able to hold on to our volumes. Also, our margins showed an improvement throughout the Financial Year.

acquisitions

During the previous Financial Year, your Company had done strategic acquisitions of three high-quality and high-potential companies in the Speciality Chemicals space viz. Unitop Chemicals Private Limited (UCPL), Tristar Intermediates Private Limited (TIPL) and Romakk Chemicals Private Limited (RCPL). These acquisitions brought in multitude synergies such as expanded product portfolio, stronger presence in new markets, cross-selling opportunities, access to newer technologies, capacity and talent. UCPL is a leading supplier of Surfactants, Emulsifiers and Specialty Chemicals. TIPL has a prominent presence in the field of Preservatives, Aroma Chemicals, and Home & Personal Care Additives while Romakk is into business of manufacturing, trading and sale of Silicone Oils and its Derivatives and Emulsions.

During the Financial Year under review, your Company acquired additional stake of 15% in UCPL and 8% in TIPL, taking the Company's holding to 80% and 84%, respectively. Also, the Company has acquired the remaining 16% stake in TIPL after the end of the Financial Year.

On a consolidated basis, your Company achieved total revenue from operations of Rs.16,558.81 million as compared to '14,829.74 million during the previous Financial Year. Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) increased from Rs.1,834.43 million in the previous Financial Year as compared to Rs.2,230.24 million during the Financial Year ended 31st March, 2023. Profit after Tax (PAT) was at 1,072.57 million in the current Financial Year as compared to Rs.976.95 million in the previous Financial Year.

There is ample of growth potential for all our business verticals and acquired businesses in both the domestic and international markets and we are optimistic of tapping upon these opportunities, going forward. In a stabilised environment, we look forward to deliver strong and sustainable growth. Overall, the Company is optimistic that over a longer period of time the demand environment should get stabilised, which will help drive sustainable growth. To maintain our market position as a leading provider of intelligent and sustainable solutions, our long-term focus will continue to be on growing our wallet share among our current client base while expanding out to emerging customer segments.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act"), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms a part of this Annual Report. In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and the Audited Accounts of each of its Subsidiaries are available on the website of the Company at https://www.rossari.com/financial-information/.

The Board of Directors of the Company reviewed the affairs of Subsidiaries/ Associate of the Company. Pursuant to the provisions of Section 129 (3) of the Act and the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of our Subsidiaries/ Associate are set out in the Form AOC-1, which forms a part of the Financial Statements section of this Annual Report.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE

During the Financial Year under review, the Company had the following Subsidiaries/ Associate /Joint Venture namely:

BuzII Rossari Private Limited

Buzil Rossari Private Limited ("BRPL") is a wholly owned subsidiary of the Company. BRPL achieved a revenue of Rs.789.42 million as compared to Rs.848.37 million in the previous Financial Year. Profit before Tax is Rs.21.97 million in the current Financial Year as compared to Rs.65.26 million in the previous Financial Year. The Profit after Tax stood at Rs.5.36 million as compared to Rs.16.14 million in the previous Financial Year.

Rossari Consumer Products Private Limited

Rossari Consumer Products Private Limited ("RCPPL") (formerly known as Rossari Personal Care Products Private Limited) is a wholly owned subsidiary of the Company. RCPPL achieved a revenue of Rs.3.05 million as compared to Rs.59.13 million in the previous Financial Year. Profit / (Loss) before Tax is Rs.(1.60) million as compared to Rs.1.48 million in the previous Financial Year. The profit /(loss) after Tax stood at Rs.(1.55) million as compared to Profit of Rs.1.51 million in the previous Financial Year.

Unitop Chemicals Private Limited

The Company holds 80% stake in Unitop Chemicals Private Limited ("UCPL") w.e.f. 02nd September, 2022. UCPL achieved a revenue of Rs.5,541.30 million in current Financial Year as compared to Rs.2,697.37 million from the date of acquisition upto 31st March, 2022. Profit before Tax is Rs.722.05 million in current year as compared to Rs.347.04 million from the date of acquisition upto 31st March, 2022. The Profit after Tax stood at Rs.545.28 million as compared to Rs.215.99 million from the date of acquisition upto 31st March, 2022.

Tristar Intermediates Private Limited

The Company holds 100% stake in Tristar Intermediates Private Limited ("TIPL") w.e.f. 12th April, 2023. TIPL achieved a revenue of Rs.2,090.25 million in current Financial Year as compared to Rs.1,045.19 million from the date of acquisition upto 31st March, 2022. Profit before tax is Rs.138.54 million in current Financial Year as compared to Rs.100.21 million from the date of acquisition upto 31st March, 2022. The Profit after Tax stood at Rs.102.87 million as compared to Rs.82.26 million from the date of acquisition upto 31st March, 2022.

Romakk Chemicals Private Limited

The Company holds 50.10 % stake in Romakk Chemicals Private Limited ("RCPL") w.e.f. 25th November, 2021. RCPL achieved a revenue of Rs.347.55 million in current Financial Year as compared to Rs.115.12 million from the date of acquisition upto 31st March, 2022. Profit before Tax is Rs.11.63 million in current Financial Year as compared to Rs.9.76 million from the date of acquisition upto 31st March, 2022. The Profit after Tax stood at Rs.8.64 million as compared to Rs.7.26 million from the date of acquisition upto 31st March, 2022.

Hextar Unitop SDN BHD

Hextar Unitop SDN BHD ("Hextar") is a Joint Venture of UCPL, a subsidiary of the Company. Hextar achieved a revenue of Rs.114.28 million in current Financial Year as compared to Rs.83.54 million from the date of acquisition upto 31st March, 2022. Profit before Tax is Rs.15.33 million in current Financial Year as against profit of Rs.13.48 million from the date of acquisition upto 31st March, 2022. The Profit after Tax stood at Rs.9.14 million in current Financial Year as compared to the profit of Rs.12.06 million from the date of acquisition upto 31st March, 2022.

dividend

Your Directors have recommended a Final Dividend of 25 % (i.e. Rs.0.50) on Equity Shares of the Face Value of Rs.2/- each for the Financial Year ended 31st March, 2023. The Dividend is subject to the approval of Members at the Annual General Meeting ("AGM") scheduled to be held on 31st May, 2023. In view of the changes made under the Income tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members, the Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

The Company has also formulated a Dividend Distribution Policy and the same is available on the website of the Company at www.rossari.com/corporate-governance/ and is set out as "Annexure-I" and forms a part of this Annual Report.

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 was no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

transfer to general reserve

During the Financial Year under review, Company has not transferred any amount to General Reserve.

share capital

The paid-up equity share capital of the Company as on 31st March, 2023 was Rs.110.31 million divided into 55,155,486 Equity Shares of Rs.2 each.

- Employee Stock Options

During the Financial Year under review, the Company has allotted 99,100 equity shares at a price of Rs.425/- per equity share aggregating to Rs.42.11 million to the eligible employees under the Rossari Employee Stock Option Plan 2019.

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows:

201 A-B, 2nd Floor, Akruti Corporate Park, L.B.S Marg, Next to GE, Gardens, Kanjurmarg (W), Mumbai 400078.

CORPORATE GOVERNANCE REPORT AND CERTIFIFICATE

The Corporate Governance Report and the certificate on Corporate Governance received from the Statutory Auditors of the Company for the Financial Year 2022-23, forms a part of this Annual Report as required under Regulation 34 read with Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the Company for the Financial Year 2022-23 forms a part of this Annual Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2022-23 forms a part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations. The Board of Directors have also adopted a Business Responsibility Policy, which is available on the website of the Company at www.rossari.com/corporate-governance/

BOARD OF DIRECTORS

A. Appointments/Re-appointment

As per the recommendation of the Nomination and Remuneration Committee ("NRC"), Ms. Aparna Sharma (DIN: 07132341) was appointed as an Additional Director, designated as Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a consecutive tenure of 3 (three) years w.e.f. 29th April, 2023, subject to approval of Members at this AGM. She will hold office as an Additional Director upto the date of this AGM and is eligible for appointment as a Director.

The Board is of the opinion that Ms. Aparna Sharma is a person of integrity, expertise, and has relevant experience to serve the Company as an Independet Director.

Ms. Aparna Sharma is exempted from requirement of clearing the online proficiency test pursuant to Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

At the forthcoming AGM, approval of the Members will be sought for appointment of aforesaid Director. A detailed profile(s) of said Director seeking appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

B. Retirement by Rotation

Mr. Sunil Chari (DIN: 00149083) will retire by rotation and being eligible, offers himself for re-appointment at the ensuing 14th AGM of the Company. Your Directors recommend his re-appointment.

A detailed profile(s) of Mr. Sunil Chari seeking appointment at the forthcoming AGM as required under Secretarial Standard on General Meetings and Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to the Notice of the AGM.

C. Cessation

During the Financial Year under review Mr. Robin Banerjee (DIN:00008893), has tendered his resignation as NonExecutive Independent Director of the Company due to preoccupations with effect from 03rd January, 2023.

Further, in accordance with Regulation 30 of the Listing Regulations, read with clause 7B of Part A of Schedule III of the Listing Regulations, Mr. Banerjee confirms that there is no other material reason other than stated aforesaid for his resignation from the post of Non-Executive Independent Director of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board had 7 (Seven) meetings during the Financial Year under review. The maximum gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors. Further, details on meetings of the Board of Directors and other details are provided in the Corporate Governance Report section which forms a part of this Annual Report.

BOARD EVALUATION

In compliance with the Act and the Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and Individual Directors including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees and Individual Directors. Performance evaluation of Executive Chairman and Managing Director was carried out by Independent Directors at a separate meeting.

The Board's functioning was evaluated on various aspects, including inter alia, structure of the Board, strategy, meetings of the Board, stakeholders value and responsibility, performance management, information management, governance and compliance and performance parameters. The Directors were evaluated on aspects such as strategy, function, ethics and values, team player, self-development and other general criteria.

The Committees of the Board were evaluated on aspects such as mandate, composition and terms of reference of the Committees, reviews and decision making, core governance and compliance as a whole.

The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. Performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declaration of Independence, as required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations, stating that they have met the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation programme is 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 www.rossari.com/corporate-governance/.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) i n the preparation of the Annual Financial Statements for the Financial Year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the Financial Year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted following Committees as per the requirement of the Act and the Listing Regulations:

(a) Audit Committee

(b) Nomination & Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Risk Management Committee

Details of the Committees along with their terms of references, composition and meetings held during the Financial Year under review are provided in the Corporate Governance Report section which forms a part of this Annual Report.

key managerial personnel

During the Financial Year under review, Mr. Ketan Sablok was designated as Key Managerial Personnel.

auditors

a. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), was appointed as Statutory Auditors of the Company at the 9th AGM held on 29th September, 2018, for a period of 5 years to hold the office from the conclusion of 9th AGM till the conclusion of 14th AGM of the Company to be held in the Year 2023.

The Report given by the Auditors on the Financial Statements of the Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Statutory Auditors Report to the Members for the Financial Year under review does not contain any modified opinion or qualifications and the observations, comments given in the report of the Statutory Auditors read together with Notes to Accounts are self explanatory and hence, do not call for any further explanation or comments under Section 134(f)(i) of the Act.

No frauds have been reported by the Statutory Auditors during the Financial Year under review pursuant to the provisions of Section 143(12) of the Act.

The tenure of Statutory Auditors M/s. Deloitte Haskins & Sells LLP, Chartered Accountants expires at the ensuing AGM. As per the recommendation of the Audit Committee and the Board of Directors, M/s. Walker Chandiok & Co LLP Chartered Accountants, Firm Registration No. 001076N/ N500013 are proposed to be appointed as the Statutory Auditors of the Company in place of M/s. Deloitte Haskins & Sells LLP, Chartered Accountant (ICAI) Firm Registration No 117366W/W-100018 , Retiring Auditors, subject to approval of Members at the AGM.

M/s. Walker Chandiok & Co LLP, have confirmed their eligibility under Section 139 and 141 of the Act and the rules framed there under for appointment as Statutory Auditors of the Company. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries as Secretarial Auditor of the Company. The Secretarial Audit Report is set out as "Annexure-II" and forms a part of this Annual Report. Pursuant to Regulation 24A of the Listing Regulations the Secretarial Audit Report of the material unlisted subsidiary of the Company i.e. Unitop Chemicals Private Limited is set out as "Annexure-II(A)" and forms a part of this Annual Report.

The Secretarial Compliance Report for the Financial Year ended 31st March, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out as "Annexure-II(B)" and form a part of this Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

The Secretarial Audit Report(s) and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

C. Cost Auditors

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee has appointed M/s. R. Shetty & Associates, Cost Accountants (Firm Registration No.: 101455) to audit the cost accounts of the Company for the Financial Year ended 31st March, 2023. 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 Auditors has certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act. Maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for the Financial Year ended 31st March, 2022 submitted by M/s. R. Shetty & Associates. The Cost Audit Report for the Financial Year ended 31st March, 2023 will be filed in due course.

ROSSARI EMPLOYEE STOCK OPTION PLAN

The Company has an Employee Stock Option Scheme, namely ‘Rossari Employee Stock Option Plan - 2019' ("ESOP 2019") which was approved and ratified by the Members on 02nd December, 2019 and 17th April, 2021, respectively. The plan is administered by the NRC. The objective of ESOP 2019 is to reward employees to align individual performance with Company objectives and drive shareholders' value creation, create a culture of ownership among the executives, and employees to enhance their commitment to the organisation, to collaborate, attract and retain key talent critical to organisation's success. There are no material changes made to the above Scheme and same is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations")

In compliance with the Regulation 13 of the SBEB Regulations, a certificate from Secretarial Auditor of the Company, confirming implementation of ESOP 2019 in accordance with the said regulations will be available electronically for inspection by the Members during the AGM of the Company.

As per Regulation 14 of the SBEB Regulations (read with SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated 16th June, 2015) details of the plan as required under SBEB Regulations is available on the website of the Company at www.rossari.com/ir-annual- report/. Further, details of ESOP 2019 are also given in the Notes to the Financial Statements, and forms a part of this Annual Report.

related party transactions

The Board of Directors have adopted Policy on Materiality of Related Party Transactions and Dealings with Related Party Transactions as per the applicable provisions of the Act and the Listing Regulations and the same is available on website of the Company at www.rossari.com/corporate-governance/.

All contracts/ arrangements/ transactions entered by the Company during the Financial Year under review with related parties were on an arm's length basis and in the ordinary course of business. The approval of the Audit Committee was sought for all Related Party Transactions. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and the Listing Regulations. The disclosure of Material Related Party Transactions as per Section 134(3)(h) read with Section 188(2) of the Act, in Form AOC 2 is set out as "Annexure-III" and forms a part of this Annual Report. Details of Related Party Transactions are also given in the notes to the Financial Statements.

During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

nomination and remuneration policy

The Nomination and Remuneration policy is available on the website of the Company at www.rossari.com/corporate-governance/. More details about the Nomination and Remuneration policy is provided in Corporate Governance Report.

vigil mechanism / whistle blower policy

The Company promotes ethical behavior in all its business activities and in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company.

The Whistle Blower Policy aims to:

- allow and encourage stakeholders to bring to the management's notice concerns about unethical behavior;

- ensure timely and consistent organisational response;

- build and strengthen a culture of transparency and trust; and

- provide protection against victimisation.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Directors and employees have direct access to the Chairman as well as the Members of the Audit Committee. No person was denied access to the Audit Committee. Details of the vigil mechanism are explained in the Corporate Governance Report and Whistle Blower Policy is available on the website of the Company at www.rossari.com/corporate-governance/.

corporate social responsibility

The brief outline of the Corporate Social Responsibility ("CSR") policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out as "Annexure IV" and forms a part of this Annual Report. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy is available on the website of the Company at www.rossari.com/corporate-governance/ .

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-V" and forms a part of this Annual Report.

prevention of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.rossari.com/corporate-governance/.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

ANNUAL RETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at www.rossari.com/ir-annual-report/.

PARTICULARS OF EMPLOYEES

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as "Annexure-VI" and forms a part of this Annual Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 and forms a part of this Annual Report.

Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements, and forms a part of this Annual Report.

RISK MANAGMENT & INTERNAL FINANCIAL CONTROLS

Risk management is integral to the Company's strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks. The Risk Management Committee is constituted to frame, implement and monitor the risk management plan of the Company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Our approach to risk management is to identify, evaluate risks and opportunities. This framework is intended to assist in decision making process that will minimise potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

Details of risks & concerns associated with the Company has been provided under Management Discussion and Analysis Report.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and it covers all offices, factories and key business areas. The Company has adopted the procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors.

The Company has implemented Systems, Applications & Products in Data Processing ("SAP") for betterment of internal control in the organisation. SAP will work as a tool for strengthening internal control systems for the Company. SAP will reduce the risk of errors and fraud, by enforcing segregation of duties, automating processes, providing audit trails and real-time reporting, while also ensuring compliance with regulatory requirements.

GENERAL DISCLOSURE

During the Financial Year under review:

(a) there was no change in the nature of business of the Company.

(b) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

(c) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

(d) the Company has not issued any Sweat Equity Shares to its Directors or employees.

(e) the Company has not failed to implement any corporate action.

(f) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

(g) the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder.

(h) there was no revision of financial statements and Board's Report of the Company.

(i) there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

(j) there were no significant 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 this Report.

(k) neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its Subsidiaries, Associate.

(l) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

(m) the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

(n) the Company's securities were not suspended.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Company's operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express our sincere gratitude to all of our employees, customers, and suppliers who have contributed to our success over the past year. Their hard work, dedication, and support have been instrumental in achieving our goals and driving our business forward. We would also like to thank our shareholders for their continued trust and investment in the Company. We are committed to build strong relationships with all of our stakeholders, and we value their feedback and input as we strive to improve and grow our business. We are proud of what we have accomplished together, and we look forward to continued success in the years ahead.

For and on behalf of the Board of Directors
Edward Menezes
Executive Chairman
(DIN: 00149205)
Date: 05th May, 2023
Place: Mumbai