To the Members of Rallis India Limited
The Directors present their Seventy-Fifth (75th) Annual Report on the
business and operations of Rallis India Limited (the Company' or
Rallis') along with the Audited Financial Statements for the Financial Year
(FY') ended March 31, 2023.
Financial Results
(` in crore)
Particulars |
2022-2023 |
2021-2022 |
Revenue from operations |
2,966.97 |
2,603.93 |
Other income |
12.71 |
27.44 |
Total Income |
2,979.68 |
2,631.37 |
Profit before finance cost, depreciation and tax |
231.04 |
301.58 |
Finance costs |
12.24 |
4.79 |
Depreciation |
91.36 |
74.31 |
Profit before exceptional items and tax |
127.44 |
222.48 |
Exceptional items |
0.62 |
- |
Profit before tax |
128.06 |
222.48 |
Provision for tax |
45.19 |
62.18 |
Deferred tax |
(9.07) |
(3.97) |
Profit for the year |
91.94 |
164.27 |
Profit for the year attributable to: |
|
|
- Owners of the Company |
91.94 |
164.27 |
- Non-controlling interests |
- |
- |
Other comprehensive income (OCI') |
(0.20) |
(0.65) |
Total comprehensive income |
91.74 |
163.62 |
Profit for the year |
91.74 |
163.62 |
Balance of Profit brought forward from previous year |
1,233.77 |
1,128.50 |
|
1,325.51 |
1,292.12 |
Appropriations |
|
|
Others |
- |
(0.01) |
Dividend on Equity Shares# |
(58.34) |
(58.34) |
Transfer to Reserve for equity instruments through OCI* |
0.00 |
0.00 |
Transfer to Cash flow hedge reserve |
0.24 |
- |
Balance Profit carried forward to Balance Sheet |
1,267.41 |
1,233.77 |
# Dividend declared in the previous year and paid during the
respective reporting year * Value is less than ` 1 crore
Dividend
The Directors are pleased to recommend a dividend of ` 2.5 per share
(i.e. 250%) on the Equity Shares of the Company of ` 1 each for the year ended March 31,
2023 (previous year ` 3 per share i.e. 300%). If the dividend, as recommended above, is
declared at the ensuing Annual General Meeting (AGM'), the total outflow
towards dividend on Equity Shares for the year would be ` 48.62 crore (previous year `
58.34 crore).
Dividend Distribution Policy
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations'), the Board of Directors of the Company have adopted a Dividend
Distribution Policy which aims to maintain a balance between Profit retention and a fair,
sustainable and consistent distribution of Profits among its Members. The said Policy is
available on the website of the Company under the Investors' section at https://www.rallis.com/dividend-distribution-policy.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
Profits for FY 2022-23 in the Profit and loss account.
Share Capital
The paid-up Equity Share Capital as on March 31, 2023 was
` 19.45 crore. During the year under review, the Company has not issued
any shares.
Rooted in Values, Seeding Growth 75 Years and Beyond
Rallis, incorporated in 1948, is known for its deep understanding of
Indian agriculture, connect with farmers and quality agri-inputs. In its endeavour
to be at the forefront of strategic advances centred on science and innovation, Rallis has
come a long way in digital transformation over the years.
A key success attribute of over a seven-decade business journey is the
consistent focus on creating value for the stakeholders and accelerating farm prosperity.
With the goal of evolving as a future-ready organisation, Rallis heads towards a greener
chemistry by aligning its Mission, Vision and Values with sustainable business practices
and stakeholder value creation.
Driven by its core value of Serving Farmers through
Science', Rallis shall continue to accelerate its journey and enhance value in
areas of environmental sustainability, societal initiatives, digitisation and long-lasting
partnerships.
Company's Performance
The Company's revenue from operations for FY 2022-23 was
` 2,967 crore compared to ` 2,604 crore in the previous year, an
increase of 14% over the previous year. The Company's Profit before exceptional items
was ` 127 crore during the year compared to ` 222 crore in the previous year. The Company
earned a net Profit after tax of ` 92 crore, lower by 44%, as against a net Profit after
tax of ` 164 crore in the previous year.
The Company's performance in FY 2022-23 was also impacted due to
reassessment of intangible assets under development which has resulted in impairment of
technical know-how of seed development technology amounting to ` 30.41 crore. Also,
reassessment of future sales potential has resulted in the Company recognising the
provision for slow moving inventory in seeds amounting to ` 52.81 crore.
Business Context
Agriculture sector in India continued to experience the impact of
climate change which is respected in the adverse yield impact in wheat due to the early
heat wave towards the end of previous wheat growing season and the decline in the sown
area in Kharif Paddy due to delayed monsoons and de_cient rainfall. The 2022 rainfall over
the country as whole was 108% of its long-period average (LPA'). As second
Advance Estimate for 2022-23, total foodgrains production in the country is estimated at
324.6 million tonnes which is 2.5% higher than the previous year.
Though India is one of the largest producers of agricultural output in
the world, the intensity of crop protection usage is relatively low compared to other
leading agriculture economies like USA, Brazil, China, etc. The Industry has taken various
initiatives to promote safe use of crop protection solutions. Agriculture sector is well
supported by the State and Central Government for ensuring economic prosperity to farmers,
which is critical for balanced economic development of the country. Ministry of
Agriculture and Farmers Welfare has brought out Standard Operation Procedures for use of
drones in pesticide and nutrient application to promote drone technologies in Indian
agriculture. The crop protection market in India is expected to sustain the growth trend
as farmers seek solutions to protect their crops from emerging biotic and abiotic stress
to ensure food security of the growing population.
India is the leading exporter of agrochemicals and the business
environment is conducive for rapid export growth going forward. The Government and
Industry is working together to tap the opportunities to make India a global hub for
agrochemicals.
A. C rop Care
Dur ing the year under review, the Domestic Care business achieved a
revenue of ` 1,643 crore as against ` 1,468 crore during FY 2021-22, a growth of 12%. The
Exports business achieved a revenue of
` 979 crore during the year under review as against
` 787 crore during FY 2021-22, a growth of 24.5%.
D omestic Crop Protection:
T he Company registered 7.5% growth over the previous with the help of
its new product introductions, commercial interventions, supportive trade policies and by
enhancing channel reach and engagement. New formulations developed through R&D e_orts
are Daksh Plus (Herbicide), Clasto (Insecticide), Capstone (Fungicide) & Castillo
(Fungicide) for the domestic crop protection market. In a challenging environment,
Industry is estimated to have sustained the recent growth trend.
Insecticides:
Insecticide growth was driven by paddy brown plant hopper and cotton
sucking pest segments. In general, pest incidents were relatively low and missed sprays
due to adverse weather conditions further impacted insecticide business for the industry
and Rallis. During the year under review, the Company successfully launched Clasto for
Cotton white _y, which is also the carrier of dreaded cotton leaf curl virus. The Paddy
portfolio further strengthened with the launch of Clue for brown plant hopper menace and
Dext for borer segment which can also be applied to sugarcane. The Company also launched
Onto for control of sucking pests in tea and also having wider application in multiple
crops.
Fungicides:
Fungicide demand was relatively low due to weather conditions in paddy
and plantation crops and low disease incidence in potato. The Company achieved marginal
growth in this challenging environment leveraging its strong portfolio including the scale
up of recently launched Zaafu and Ayaan. Fungicide portfolio further strengthened with the
introduction of Capstone to address the increasing leaf and neck blast challenges in Paddy
and Castello, a broad spectrum fungicide for Fruits and Vegetables segments.
Herbicides:
Herbicide as an e_ective alternative to manual weeding is getting
increasing acceptance in India as farmers are trying to mitigate cost and labour
availability challenges. This trend is expected to continue and to tap these
opportunities, the
Company has been strengthening its portfolio across crops like paddy,
sugarcane, maize, wheat and soybean which is also respected in the growth of herbicide
segment during the year. In addition to successfully scaling up Prodim for weed control in
soybean and paddy herbicides Pepe and Preetplus, the Company launched Daksh Plus, a highly
di_erentiated wheat herbicide during Rabi 2022.
Exports:
Global crop protection market is estimated to have grown by around 12%
representing the strongest growth rate for the market in last two decades to reach a total
value of USD 74 billion during calendar year (CY') 2022 compared to USD
66 billion during CY 2021. Total agrochemical market including no-crop usage has grown to
USD 83 billion in CY 2022 from USD 73 billion reported for CY 2021. Revenue growth
registered is mostly attributed to price increase undertaken to ofset volatile and high
input cost and relatively low volume growth. Herbicide in particular was benefited from
Significant price increase of major herbicides like Glyphosate and Glufosinate.
Rallis' exports have grown by 24.5% from ` 787 crore in FY 2021-22
to ` 979 crore in FY 2022-23. During the year, Significant growth was recorded in Latin
America (278%), Middle East (90%) and Europe (22%) compared to last year. During the year
under review, the Company has gained 7 registrations in overseas markets and onboarded new
customers from European territory. The Significant devaluation of currency against dollar
in many South East Asian and African countries has impacted the sales volume of
formulation products.
C rop Nutrition:
Cr op Nutrition is a critical and necessary input for production,
productivity and quality of farm produce. Rallis has a range of unique and di_erentiated
products in Organic fertilisers, Biofertiliser, Biostimulants, Secondary and
Micronutrients and Water Soluble Fertilisers categories. During FY 2022-23, the Crop
Nutrition business sustained the high growth trend to record 21.8% growth. Addition of
three new products viz. Rallizin, Paclo and GeoGreen P plus GR strengthened the portfolio
to cater to wider geographies and crop segments.
Biopesticides are an integral part of integrated pest management and
play an important role in resistance management and residue management. The Company
entered this segment a couple of years ago and established its presence in Biopesticides
solutions which is getting increasing acceptance in India.
B. Seeds
R allis' Seeds business is research based. Hybrid
Paddy, Maize, Cotton, Bajra, Mustard & Vegetables are made
available for sale across the country. The Company is one among the few Indian companies
engaged in both conventional and biotechnology based research and development, supported
by national and international collaborations.
The year was challenging for the Seeds business.
The Company continued to leverage its strong channel engagement,
customer loyalty and diversi_ed portfolio which is respected in the success it achieved in
North Cotton Market. Rallis was able to navigate a challenging environment to maintain the
revenue by adapting to changing market dynamics. Rallis will continue to focus on
opitimising costs to improve margins for sustained growth going forward.
Farmer Engagement
Rallis Samrudh Krishi (RSK):
RSK is a Crop solution centric approach wherein the Company understands
what crop the farmer is growing, at what stage the crop is, what are the likely
interventions the crop will need and accordingly suggest solutions to farmers. In FY
2022-23, the focus was on further strengthening the planning & implementation e_orts
among sales and marketing team. Enhancements were made in the Sampark mobile application
to capture detailed inputs with respect to demand creation activities through both digital
and physical means.
Samrudh Krishi (SK):
SK delivers Good Agriculture Practices with expertise in crop
protection, nutrition and canopy management. SK now provides services to more than 5,000
customers. Rallis has updated SK services according to the gap needs of grape farmers. The
Company has introduced Aquafert Grape Fertigation grades which is a complete solution for
Nutrient management of Grapes.
Drishti:
Drishti is the Company's _agship digital initiative aimed at
climate-smart agriculture. In collaboration with Tata Consultancy Services Limited, Rallis
co-developed Drishti, a state-of-the-art decision intelligence and crop monitoring system
that harnesses the power of space borne remote sensing and arti_cial intelligence (AI) to
generate predictive advisories on crop conditions, soil moisture, pest outbreaks and more.
Rallis has been utilising
Drishti for internal planning to improve resilience toward climate
change, monitoring hybrid seed production farms and providing of advisories to farmers and
seed growers. During the year under review, the Company was conferred with the CII-DX
award under the Most Innovative' category and the NASSCOM Enterprise Cloud
Adoption Awards 22 for leveraging Drishti to monitor its HSP farms and for internal
planning.
Financial Statements
The Company did not have any subsidiary, associate or joint venture
company as on March 31, 2023 and hence is not required to consolidate its financial
statements with any other company.
Credit Ratings
There were no changes in the credit ratings of the Company during the
year under review. As on March 31, 2023, the Company had a short-term credit rating of A1+
and a long-term rating of AA+/ Stable by CRISIL Limited for bank loan facilities
aggregating to ` 440 crore. The Company had a short-term credit rating of A1+ for the
Commercial Papers of ` 75 crore issued and repaid during the year.
Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not made any investment.
Further, the Company has not given any loan or corporate guarantee or provided any
security during the year.
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.
Related Party Transactions
The Company formulated a Policy on Related Party Transactions in
accordance with the Companies Act, 2013 (the Act') and the SEBI Listing
Regulations including any amendments thereto for identifying, reviewing, approving and
monitoring of Related Party Transactions (RPTs'). The said Policy is available
on the Company's website at https://www.rallis.com/Upload/PDF/
Related-Party-Transactions-Policy.pdf. During the year under review, the Company also
appointed Ernst & Young LLP (EY) as an external independent agency to review and
validate the RPT processes and compliances with the applicable provisions as a measure of
good governance.
All RPTs are placed before the Audit Committee for review and approval.
Prior omnibus approval of the Audit Committee is obtained on an annual basis for the
transactions which are planned/repetitive in nature. A statement giving details of all
RPTs entered pursuant to omnibus approval so granted is placed before
the Audit Committee on a quarterly basis for its review. All the RPTs under Ind AS-24 have
been disclosed in note no. 38 to the Financial Statements forming part of this Integrated
Annual Report.
The RPTs entered into during the year under review were on arm's
length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act read with the rules framed thereunder and the SEBI
Listing Regulations. Further, the Company did not enter into any contracts or arrangements
with related parties in terms of Section 188(1) of the Act and no material related party
transactions were entered into during the year under review. Accordingly, the disclosure
of RPTs as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable
to the Company for FY 2022-23 and hence does not form part of this Integrated Annual
Report.
In terms of Regulation 23 of the SEBI Listing Regulations, the Company
submits details of RPTs as per the prescribed format to the stock exchanges on a
half-yearly basis.
Risk Management
The Company has a comprehensive Risk Management framework that seeks to
minimise adverse impact on business objectives and capitalise on opportunities.
The Company has implemented a mechanism for risk management and
formulated a Risk Management Policy. The said policy provides for creation of a risk
register, identi_cation of risks and formulating mitigation plans. Major risks identi_ed
by the business and functions are systematically addressed through mitigation actions on a
continuing basis. The risk register is refreshed periodically to ensure that the risks
remain relevant at all times and corresponding mitigation measures are timely and
effective so that the risk profle is within identi_ed tolerance levels.
The Company has set up a Risk Management Committee which is chaired by
Dr. Punita Kumar Sinha, Independent Director, to monitor the risks and their mitigation
actions as well as formulating strategies towards identifying new and emergent risks.
Further, the Board is apprised of any actual / emergent risk that may threaten the long
term plans of the Company.
The major risks forming a part of the Enterprise Risk Management
process are linked to the audit universe and are also covered as part of the annual risk
based audit plan.
Details of the risks identi_ed and mitigation plans are set out on page
48 of the Integrated Report.
Internal Financial Controls
The Company's internal financial controls framework is based on
the three lines of defence model'. The Company has laid down Standard Operating
Procedures, policies, roles, responsibilities and authorities to guide the operations of
the business.
Process owners are responsible to ensure compliance with the policies
and procedures laid down by the Management. Robust and continuous internal monitoring
mechanisms ensure timely identi_cation of risks and issues. The Statutory and Internal
Auditors undertake rigorous testing of the control environment of the Company. During the
year, two external _rms viz. Ernst & Young LLP and Mahajan & Aibara LLP, were
engaged to perform the de_ned reviews. Independence of the Internal Auditor is ensured by
way of direct reporting to the Audit Committee.
The Audit Committee reviews the adequacy and e_ectiveness of the
Company's internal control environment and monitors the implementation of the audit
recommendations including those relating to strengthening of the Company's risk
management policies and systems. The ultimate objective being, a Zero Surprise, risk
controlled organisation.
Further details of the internal control systems are provided in the
Management Discussion & Analysis which forms part of this Integrated Annual Report.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, audit conducted by the Internal,
Statutory, Cost and Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and
operating e_ectively during FY 2022-23.
Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the
Directors, to the best of their knowledge and ability, con_rm that for the year ended
March 31, 2023: (i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures; (ii) 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 a_airs of the Company at the end of the financial year and of the Profit of the Company
for that period; (iii) they have taken proper and su_cient 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;
(iv) they have prepared the annual accounts on a going concern basis; (v) they have laid
down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating e_ectively; and (vi) they have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating e_ectively.
Governance, Compliance and Ethics
The Governance, Corporate Secretarial and Legal functions of the
Company ensure maintenance of good governance within the organisation. They assist the
business in functioning smoothly by ensuring compliance and providing strategic business
partnership in the areas including legislative expertise, corporate restructuring,
regulatory changes and governance.
The Company has also adopted the governance guidelines on Board
effectiveness to fulfill its responsibility towards its stakeholders. At Rallis, human
rights are also an integral aspect of doing business and the Company is committed to
respect and protect human rights to remediate adverse human rights impacts that may be
resulting from or caused by the Company's businesses. In furtherance to this, the
Company has adopted the Business and Human Rights Policy' which aligns with the
principles contained in the Universal Declaration of Human Rights, International Labour
Organisations (ILO), Declaration on Fundamental Principles and Rights at Work and the
United Nations Guiding Principles on Business and Human Rights and is consistent with the
Tata Code of Conduct.
The Company has in place an online compliance management system for
monitoring the compliances across its various plants and ofces. A compliance certi_cate is
also placed before the Board of Directors every quarter. In compliance with the SEBI
Listing Regulations, the Corporate Governance Report and the Auditor's Certi_cate
form part of this Integrated Annual Report.
Management Discussion & Analysis
The Management Discussion & Analysis as required under the SEBI
Listing Regulations forms part of this Integrated Annual Report.
Business Responsibility & Sustainability Report
The Company endeavours to cater to the needs of the communities it
operates in thereby creating maximum value for the society along with conducting its
business in a way that creates a positive impact and enhances stakeholder value. As per
Regulation 34(2)(f ) of the SEBI Listing Regulations, the Business Responsibility &
Sustainability Report depicting initiatives taken by the Company from an environmental,
social and governance perspective which has been assured by Ernst & Young LLP forms
part of this Integrated Annual Report.
Directors and Key Managerial Personnel
Directors
Re-appointment:
In accordance with the provisions of Section 152 of the Act and in
terms of Article 112(2) of the Articles of Association of the Company, Mr. Bhaskar Bhat,
Non-Executive Director of the Company (Chairman), retires by rotation at the ensuing AGM
and being eligible, ofers himself for re-appointment and his term would be up to and
inclusive of August 29, 2024 in view of the retirement age policy for Directors adopted by
the Company.
Independent Directors:
Dr. Punita Kumar Sinha, Dr. C. V. Natraj and Ms. Padmini Khare Kaicker,
Independent Directors of the Company, have given declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing
Regulations, they have con_rmed that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgment and without any external
in_uence. The Board of Directors of the Company has taken on record the declaration and
con_rmation submitted by the Independent Directors after undertaking due assessment of the
veracity of the same. In the opinion of the Board, they ful_ll the conditions of
independence as speci_ed in the Act and the Rules made thereunder and are independent of
the management. There has been no change in the circumstances a_ecting their status as
Independent Directors of the Company.
The Board is of the opinion that all Directors including the
Independent Directors of the Company possess requisite quali_cations, integrity, expertise
and experience in the _elds of science and technology, industry experience, strategy,
_nance and governance, IT and digitalisation, human resources, safety and sustainability,
etc.
The Independent Directors of the Company have con_rmed that they have
enrolled themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate A_airs (IICA') in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment & Quali_cation of Directors) Rules, 2014, as
amended. They are exempt from the requirement to undertake the online profciency
self-assessment test conducted by IICA.
Details of Familiarisation Programme for the Independent Directors are
provided separately in the Corporate Governance Report.
During the 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 incurred by them for the purpose of
attending meetings of the Board/Committees of the Board.
Key Managerial Personnel (KMP'):
Mr. Yashaswin Sheth resigned as the Company Secretary with e_ect from
the close of business hours on September 29, 2022 to pursue an opportunity within the Tata
Group. The Board places on record its appreciation for Mr. Sheth's contribution
during his association with the Company. The Board, on recommendation of the Nomination
& Remuneration Committee (NRC'), appointed Mr. Srikant Nair as the Company
Secretary of the Company with e_ect from September 30, 2022.
In terms of the provisions of Sections 2(51) and 203 of the Act, the
following are the KMP of the Company:
Mr. Sanjiv Lal, Managing Director & CEO
Ms. Subhra Gourisaria, Chief Financial OFcer
Mr. Srikant Nair, Company Secretary
Procedure for Nomination and Appointment of Directors:
The NRC is responsible for developing competency requirements for the
Board based on the industry and strategy of the Company. The Board composition analysis
respects in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.
The NRC is also responsible for reviewing the profle of potential
candidates vis-?-vis the required competencies and meeting potential candidates, prior to
making recommendations of their nomination to the Board.
At the time of appointment, speci_c requirements for the position
including expert knowledge expected are communicated to the appointee.
The Board has also reviewed the list of core skills, expertise and
competencies of the Board of Directors as are required in the context of the businesses
and sectors applicable to the Company which were mapped with each of the Directors on the
Board. The same is disclosed in the Corporate Governance Report forming part of this
Integrated Annual Report.
Criteria for determining Quali_cations, Positive Attributes and
Independence of a Director:
The NRC has formulated the criteria for determining quali_cations,
positive attributes and independence of Directors in terms of provisions of Section 178(3)
of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing
Regulations.
Independence: In accordance with the above criteria, a Director
will be considered as an Independent Director' if he / she meets the criteria
for Independence as laid down in the Act and Rules framed thereunder, as amended and
Regulation 16(1)(b) of the SEBI Listing Regulations.
Quali_cations: A transparent Board nomination process is in place
that encourages diversity of thought, experience, knowledge, perspective, age and gender.
It is also ensured that the Board has an appropriate blend of functional and industry
expertise. While recommending the appointment of a Director, the NRC considers the manner
in which the function and domain expertise of the individual will contribute to the
overall skill- domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under
the Act, the Directors on the Board of the Company are also expected to demonstrate high
standards of ethical behaviour, strong interpersonal and communication skills and
soundness of judgement. Independent Directors are also expected to abide by the Code
for Independent Directors' as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance and Performance of its
Committees and Directors:
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The NRC has de_ned the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors.
The performance of the Board and individual Directors was evaluated by
the Board after seeking inputs from all the Directors. The performance of the Committees
was evaluated by the Board after seeking inputs from the Committee Members.
The criteria for performance evaluation of the Board included aspects
such as Board composition and structure, e_ectiveness of Board processes, contribution in
the long-term strategic planning, etc. The criteria for performance evaluation of the
Committees included aspects such as structure and composition of Committees, e_ectiveness
of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India.
The Chairman of the Board had one-on-one meetings with each Independent
Director and the Chairman of the NRC had one-on-one meetings with the Executive and
Non-Executive, Non-Independent Directors.
ln a separate Meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and performance of the Board as a whole. They
also evaluated the performance of the Chairman taking into account the views of the
Managing Director and Non-Executive Directors. The NRC reviewed the performance of the
Board, its Committees and the Directors. The same was discussed in the Board Meeting that
followed the Meeting of the lndependent Directors and the NRC, at which the feedback
received from the Directors on the performance of the Board and its Committees was also
discussed. The Company follows a practice of implementing each of the observations from
the annual evaluation by calendarising its implementation through the Action Taken Report
which is reviewed by the Board of Directors from time to time.
The Annual Performance Evaluation is conducted in a paperless manner
with documents being securely uploaded and accessed electronically. This has resulted in
saving paper, reducing the cycle time of the process and increasing con_dentiality of the
information.
Remuneration Policy
The Company has adopted a Remuneration Policy for the Directors, KMP
and other employees, pursuant to the provisions of the Act and the SEBI Listing
Regulations. The Remuneration Policy is attached as Annexure A which forms part of
this Report.
Board and Committee Meetings
Regular meetings of the Board and its Committees are conducted to
discuss and approve various strategies, policies, financial matters and such other
businesses. A calendar of Board and Committee Meetings to be held during the year was
circulated in advance to the Directors.
a. D etails of Board Meetings
Dur ing the year under review, eight (8) Board were held, details of
which are provided in the Corporate Governance Report.
b. C omposition of Audit Committee
A s on March 31, 2023, the Audit Committee four (4) Members out of
which three (3) were Independent Directors and one (1) was a Non-Independent,
Non-Executive Director. During the year, seven (7) Audit Committee Meetings were held,
details of which are provided in the Corporate Governance Report.
There have been no instances during the year when recommendations of
the Audit Committee were not accepted by the Board.
c. C omposition of Corporate Social Responsibility (CSR')
Committee
Dur ing the year under review, the CSR comprised three (3) Members out
of which one (1) was an Independent Director. During the year under review, two (2) CSR
Committee Meetings were held, details of which are provided in the Corporate Governance
Report.
There have been no instances during the year when recommendations of
the CSR Committee were not accepted by the Board.
Details on other committees including their composition, number of
meetings held and terms of reference are included in the Corporate Governance Report.
Corporate Social Responsibility
CSR and A_rmative Action (AA') continued to be an integral
part of the business journey of the Company. The Company has aligned its CSR and AA
strategy and operations with Tata Chemicals Society for Rural Development
(TCSRD'). The CSR framework of TCSRD as followed by the Company addresses a
majority of the Sustainability goals.
Employees are one of the key stakeholders and they extend great support
to the CSR and AA initiatives by their active participation through volunteering. During
the year under review, the Company has achieved more than 12,600 volunteering hours
through various activities in which 755 employees actively participated.
Under Natural Resource Management, the Company has focussed on water
conservation through rainwater harvesting (Jal Dhan'), recharging groundwater
and soil conservation.
In Education, the Company has focussed on Science, English, Mathematics
and initiatives for special children. The Company has been engaged in capacity building of
school teachers and has provided necessary training to teachers. The Company has also
supported schools by providing teachers, especially in the stream of Science, English and
special teachers for special children. The Company has branded its educational
interventions as RUBY' (Rallis Ujjwal Bhavishya Yojana).
Under Unnat gram initiative, the Company works to convert a backward
Tribal Village into a Model Tribal Village.
Under the Integrated Village Development, the Company focusses on
Education, Health and Skilling. During the year under review, the Company worked in 8
villages from Warangal and Karimnagar districts of Telangana.
The above projects are in accordance with Schedule VII to the Act. The
Annual Report on CSR activities is attached as Annexure B which forms part of this
Report.
The CSR Policy is available on the website of the Company at
https://www.rallis.com/CSRPolicy.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (POSH Act') and Rules made
thereunder, the Company has constituted requisite Internal Committees (ICs). The
Company's POSH Policy is gender neutral, detailing the governance mechanisms for
prevention and redressal of sexual harassment issues. All persons whether employed as
permanent, contractual, temporary or trainees are covered under this policy. While
maintaining the highest governance norms, the Company has appointed an external
independent person with prior experience in the areas of women empowerment and prevention
of sexual harassment as the external member on all the Internal Committees.
To build awareness in this area, the Company has been conducting
related training programmes across locations in the organisation on a continuous basis.
Moreover, the POSH e-learning module has also been uploaded on the Learning Management
System (LMS) and is used extensively by employees including new entrants.
No complaints were pending at the beginning of the year. During the
year under review, no complaints with allegations of sexual harassment were received by
the Company and accordingly no complaints were pending as at the end of the year.
The said Policy is available on the website of the Company at
https://www.rallis.com/posh-policy.
Vigil Mechanism and Whistleblower Policy
The Company has adopted a Whistleblower Policy as a part of its vigil
mechanism. The purpose of this Policy is to enable any person including the directors,
employees, other stakeholders, etc. to raise concerns regarding unacceptable or improper
practices and / or any unethical practices, fraud or violation of any law, rule or
regulation.
The Chief Ethics Counsellor's contact details have been mentioned
in the Policy for easy access. Furthermore, employees are free to communicate their
complaints directly to the Chairperson of the Audit Committee as stated in the Policy. The
Audit Committee reviews reports made under this Policy and implements corrective actions
wherever necessary.
The Company believes in the conduct of its a_airs by adopting the
highest standards of professional conduct, honesty, integrity and ethical behaviour, in
line with the Tata Code of Conduct. All the stakeholders are encouraged to raise their
concerns or make disclosures on being aware of any potential or actual violation of the
Company's Code of Conduct, policies or the law. Periodic awareness is also conducted
for the same.
Additionally, the Company provides access to the third party helpline
"Integrity Matters" through phone, web based, email facility for its Directors
and employees across all locations.
Details of the Vigil Mechanism and Whistleblower Policy are made
available on the Company's website at https://www.rallis. com/WhistleblowerPolicy.
Auditors
(1) S tatutory Auditors:
A t the 74th AGM of the Company held on June 24, pursuant to the
provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered
Accountants (BSR') (Firm Registration No. 101248W/W-100022), were re-appointed
as Statutory Auditors of the Company for a second term of _ve (5) consecutive years i.e.
from the conclusion of the 74th AGM till the conclusion of the 79th AGM to be held in the
year 2027.
The Audit Report of BSR on the Financial Statements of the Company for
FY 2022-23 forms part of this Integrated Annual Report. The Report does not contain any
quali_cation, reservation, adverse remark or disclaimer.
(2) C ost Auditors:
T he Company is required to maintain cost records speci_ed by the
Central Government as per Section 148(1) of the Act and the rules framed thereunder and
accordingly, the Company has made and maintained such cost accounts and records.
In terms of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the
Board of Directors appointed D. C. Dave & Co., Cost Accountants (Firm Registration No.
000611), being eligible, to conduct Cost Audits relating to the business of the Company
for the year ending March 31, 2024.
D. C. Dave & Co. have con_rmed that they are free from
disquali_cation speci_ed under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Act and that their appointment meets the requirements of Section
141(3)(g) of the Act. They have further con_rmed their independent
status and an arm's length relationship with the Company. The remuneration payable to
the Cost Auditors is required to be placed before the Members in a General Meeting for
their rati_cation. Accordingly, a resolution for seeking Members' rati_cation for the
remuneration payable to D. C. Dave & Co. is included in the Notice of the 75th AGM
forming part of this Integrated Annual Report.
(3) S ecretarial Auditors:
I n terms of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Parikh & Associates (Firm
Registration No. P1988MH009800), a _rm of Company Secretaries in Practice, has been
appointed as Secretarial Auditors of the Company. The Report of the Secretarial Auditors
is enclosed as 2022, Annexure C which forms part of this Report. There has been no
quali_cation, reservation, adverse remark or disclaimer given by the Secretarial Auditors
in their Report.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its ofcers or employees, to the Audit Committee under Section 143(12) of the Act, details
of which are required to be mentioned in this Report.
Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014 read with as Section 134(3)(a) of the Act, the
Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company's
website at https://www.rallis.com/MGT2023.htm.
Other Disclosures
No sig ni_cant material orders have been passed Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its
future operations
No applications were made or any proceedings were pending
against the Company under the Insolvency and Bankruptcy Code, 2016
No deposits have been accepted from the public during the year
under review and no amount on account of principal or interest on deposits from the public
was outstanding as on March 31, 2023
T here has been no change in the nature of business Company as
on the date of this Report
There were no material changes and commitments a_ecting the
financial position of the Company between the end of the financial year and the date of
this Report
Secretarial Standards of ICSI
The Directors have devised proper systems and processes for complying
with the requirements of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems were adequate and operating e_ectively.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure D which
forms part of this Report.
Particulars of Employees and Remuneration
The information required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is attached as Annexure E which forms part of this Report.
The information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
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 thewill be
open for inspection upon request by the Members. Any Member interested in obtaining the
same may write to the Company Secretary at investor_relations@rallis.com. None of the
employees listed in the said Annexure is related to any Director/ KMP of the Company.
Acknowledgements
The Directors appreciate and value the contribution, dedication,
support, hard work and commitment made by all the employees towards continuous improvement
in all functions and areas as well as e_cient utilization of the Company's resources
for sustainable and Profitable growth.
The Directors would also like to place on record their appreciation for
the continued co-operation and support received by the Company during the year from
bankers, financial institutions, government authorities, farming community, business
partners, shareholders, customers and other stakeholders. The Directors look forward to
continuance of the supportive relations and assistance in the future.
On behalf of the Board of Directors
Bhaskar Bhat Chairman
Mumbai, April 27, 2023 DIN: 00148778
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