To,
The Shareholders of the Company
Your Directors are pleased to present the 22nd Annual report of the Company
together with Consolidated and Standalone Audited Financial Statements of the Company for
the Financial Year ended on March 31, 2023.
1. FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31, 2022 is summarized
below:
(Amount in Lakhs.)
|
STANDALONE |
CONSOLIDATED |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operation |
1000,05.66 |
690,89.98 |
1004,89.50 |
718,86.18 |
Other Income |
236.35 |
218.75 |
239.94 |
222.81 |
Gross Revenue |
1002,42.01 |
693,08.73 |
1007,29.44 |
721,08.98 |
Total Expenses |
947,95.68 |
650,55.05 |
952,59.37 |
678,83.80 |
Profit before Depreciation, Exceptional items & Tax |
6,112.32 |
49,63.36 |
6,136.06 |
4,934.86 |
Less: Depreciation |
794.97 |
709.68 |
794.97 |
709.68 |
Less: Share of Net Profit of Investments using |
- |
- |
- |
- |
Equity Method |
|
|
|
|
Exceptional Items |
(64.49) |
- |
(64.49) |
- |
Profit before Tax |
5,381.84 |
42,53.68 |
5,405.58 |
42,25.18 |
Less: Provision for Taxation |
|
|
|
|
Current Tax |
1357.97 |
10,96.16 |
13,65.74 |
11,03.40 |
Deferred Tax |
14.40 |
(23.90) |
14.40 |
(23.90) |
Profit after tax (PAT) |
40,09.47 |
31,81.42 |
40,25.44 |
31,45.68 |
Other Comprehensive Income |
(7.94) |
72.65 |
(7.94) |
72.64 |
Total comprehensive income |
40,01.53 |
32,54.06 |
40,17.50 |
32,18.32 |
No. of Equity Shares (FV Re. 1) |
31,57,05,280 |
2,85,70,528 |
31,57,05,280 |
2,85,70,528 |
Earning per share (Basic) |
1.32 |
11.14 |
1.33 |
11.01 |
Earning per Share (Diluted) |
1.32 |
11.14 |
1.33 |
11.01 |
Note: In FY 22-23 the EPS is worked out after split of shares in 10:1 ratio.
2. FINANCIAL PERFORMANCE:
During the year under review, your Company's Revenue from operations was Rs. 1000,05.66
Lakhs as against Rs69,089.98 Lakhs in the previous financial year at Standalone level. The
Profit after Tax amounted to Rs 4,009.47 Lakhs as against Rs3,181.42 Lakhs in the previous
financial year. Company's Profit after comprehensive income was Rs 4,001.53 Lakhs as
compared to Rs 3,254.06 Lakhs in the previous financial year.
The Consolidated Revenue from operations amounted to Rs1004,89.50 Lakhs as against Rs
718,86.18 Lakhs in the previous financial year. The Profit after Tax amounted to
Rs40,25.44 Lakhs as against Rs 31,45.68 Lakhs in the previous financial year. Company's
Profit after comprehensive income was Rs 40,17.50 Lakhs as compared to Rs 32,18.32 Lakhs
in the previous financial year. The Company has good growth in the topline as well as in
the PAT of the Company on consolidated level. During the year the Company has crossed
Rs1000 Crores Revenue.
The performance and financial position of the subsidiary companies are included in the
Consolidated Financial Statements and presented in the Management Discussion and Analysis
Report forming part of this Annual Report.
3. FUTURE OUTLOOK
The Future outlook of the business of the Company in different segment is as under:-
A. TELECOM:-
The Telecom industry in India is the second largest in the world with a subscriber base
of 1.17 bn as of September 2022 (wireless + wireline subscribers). India has an overall
tele-density of 84.86%, of which, the tele-density of the rural market, which is largely
untapped, stands at 58.01% while the tele-density of the urban market is 134.62%.
According to the count of mobile towers provided on the Department of Telecommunications
Dashboard, the four operators running the telecom network utilised 7.37 lakh towers and
23.7 lakh base stations as of November 2022. Since 2017, the country has seen
approximately 45,00055,000 year-on-year addition on the telecom tower side and
50,00065,000 net adds on the BTS side. The Government of India, under the Union
Budget 2023, has allocated Rs 975.79 billion for the Department of Telecommunications. As
per the Budget, Bharat Sanchar Nigam Limited (BSNL), which is expected to roll out 4G and
5G services during the current year, is expected to get Rs529.37 billion capital infusion
from the government in 2023-24. The Government plans to set up one hundred labs for
developing applications using 5G services in engineering institutions to realize a new
range of opportunities, business models, and employment potential. The DoT is targeting a
combination of 100% broadband connectivity in the villages, 55% fiberisation of mobile
towers, average broadband speeds of 25 mbps and 30 lakh kms of optic fibre rollouts by
December 2022. Broadband connections rose to 816 million in September 2022. By December
2024, DoT is looking at 70% fiberisation of towers, average broadband speeds of 50 Mbps
and 50 lakh kms of optic fibre rollouts at a pan-India level. In the current budget, the
government has also allocated Rs 21.58 billion for optical fibre cable-based network for
defence services and Rs7.16 billion for telecom projects in the northeastern states.
The industry's exponential growth over the last few years is primarily driven by
affordable tariffs, wider availability, roll-out of Mobile Number Portability (MNP),
expanding 4G and 5G coverage, evolving consumption patterns of subscribers, Government's
initiatives towards bolstering India's domestic telecom manufacturing capacity, and a
conducive regulatory environment.
B. Renewable Energy:-
India stands 4th globally in Renewable Energy Installed Capacity (including Large
Hydro), 4th in Wind Power capacity & 4th in Solar Power capacity (as per REN21
Renewables 2022 Global Status Report).The country has set an enhanced target at the COP26
of 500 GW of non-fossil fuel-based energy by 2030. This has been a key pledge under the
Panchamrit. This is the world's largest expansion plan in renewable energy. The country's
installed non-fossil fuel capacity has increased 396% in the last 8.5 years and stands at
more than 179.322 Giga Watts (including large Hydro and nuclear), about 43% of the
country's total capacity. The Country saw highest year-on-year growth in renewable energy
additions of 9.83% in 2022.The installed solar energy capacity has increased by 24.4 times
in the last 9 years and currently stands at 67.07 GW. The installed Renewable energy
capacity (including large hydro) has increased by around 128 % since 2014. India has set a
target to reduce the carbon intensity of the nation's economy by less than 45% by the end
of the decade, achieve 50 percent cumulative electric power installed by 2030 from
renewables, and achieve net-zero carbon emissions by 2070. India aims for 500 GW of
renewable energy installed capacity by 2030 and aims to produce five million tonnes of
green hydrogen by 2030. This will be supported by 125 GW of renewable energy capacity. 57
solar parks with an aggregate capacity of 39.28 GW have been approved domestically. The
Government has also set an off-shore target of 30 GW by 2030 through Wind Energy.
C. RAILWAY:-
The Indian Railways has committed itself to achieving 100% electrification, as a part
of its goal ofbecominganetzerocarbonemitterbefore2030.
This is in tandem with the Indian government's stated mission of achieving Net Zero
carbon emissions by 2070 as pledged to at the COP26 in Glasgow. On successfully completing
this journey, the Indian Railways will achieve the remarkable feat of becoming the world's
largest green railway system. This large-scale effort is also in line with the United
Nation's Sustainable Development Goals which is an urgent and collaborative call for
action by all countries. By modernizing its infrastructure and electrifying its lines, the
railways are covering SDG 9 which is a push towards building resilient
infrastructure and fostering innovation. Further, this will help the Railways in
substantially reducing their carbon emissions, tying it to SDG 13 which emphasizes the
need to take urgent action to battle climate change and its adverse impacts. On average,
the Indian Railways with track length spanning 126,366 km contains 7,335 stations operate
11,2831 trains daily and had transported 1512 MT of freight during 2022-23. Given that the
operations are this widespread, the energy needs of the railways are also equally massive.
As opposed to the high-emitting diesel engines, country-wide electrification would then
introduce a more efficient and centralized power system. Indian Railways has planned to
electrify a total of 28,810 km of broad-gauge route by December 2023. As of March 2023,
100% electrification has been completed in 14 states & UTs including Haryana,
Uttrakhand, Meghalaya, and Uttar Pradesh. In line with the Centre's seven priorities or
Saptarshi, as called out during the Union Budget a significant milestone was the
completion of railway track electrification in the Union Territory of Jammu and Kashmir.
D. POWER TRANSMISSION AND DISTRIBUTION SECTOR:-
India's power transmission market is a crucial component of the country's energy
sector, which is growing rapidly to meet the rising electricity demand. The country's
transmission system plays an important role in supply of power to the consumers through
the vital link between the generating stations and the distribution system. The energy
resources like coal, hydro and renewable have a skewed distribution in the country This
skewed distribution of resources necessitated development of robust transmission system
including establishment of inter-regional corridors for seamless transfer of power from
surplus to deficit regions/areas. In this process, it enables access to power generation
from anywhere in the country to various consumer spread throughout the country. The
progressive integration of regional grids started in 1992, and on 31st December 2013, our
country achieved ONE NATION'-'ONE GRID'-'ONE FREQUENCY' with synchronous
interconnection of Southern Region Grid with rest of the Indian Grid with the
commissioning of 765kV Raichur-Solapur Transmission line. The Central Government has given
emphasis to have congestion free transmission network, so that there is no constraint in
flow of power from surplus region to deficit region. Accordingly, transmission system in
the country has been continuously strengthened with addition of transmission lines and
inter-regional capacity. During FY 22-23 the country added 14,625 ckm of transmission
lines and added 75,902 MVA in its transformation capacity. With this the country has
become one of the largest synchronous interconnected electricity grids in the world with
4,71,817 ckm of transmission line and 11,85,058 MVA of transformation capacity (as on
Apr'23). Besides, the country's inter-regional capacity also increased by whopping 212% to
1,12,250 MW since 2014.The above transmission capacity addition has benefitted in
development of power sector in the country.
E. Heavy Steel Structure
Heavy Steel Structural segment Mainly includes Bridges, pre-engineered buildings and
other Heavy Industrial Structure. Structural Steel
Fabrication Market was valued at $ 6.111 Billion in 2020 and is projected to reach $
9.78 Billion in 2028, growing at a CAGR of 5.36% from 2021 to 2028. The Indian
structural steel market is expected witness significant growth during the forecast period,
owing to factors, such as the increasing demand from manufacturing sector, the rising
preference toward pre-engineered buildings and components, and government initiatives for
infrastructure development activities. Additionally, the booming commercial building
sector, along with Indian government's initiatives, such as increasing the construction of
green buildings, smart cities, and make in India scheme, is expected to boost the
structural steel fabrication market in India. Currently global manufacturing companies'
are focusing to diversify their production by setting-up low-cost plants in countries
other than China, is expected to drive the India's manufacturing sector to grow more than
six times by 2025, to USD 1 trillion. Thus, this is driving the demand in the structural
steel fabrication market in the country. Government initiatives, such as the construction
of metro stations, new no frill airports, international terminals, industry corridors,
power plants, and ports, require heavy steel structures. Also, in renewable energy
generation like Wind and Nuclear Energy, structural steel finds its use. This is further
increasing the demand of the market.
4. BUSINESS OPERATIONS:
The Company is primarily engaged in the business of Manufacturing and sale of
galvanized and Non galvanized steel structure including telecom towers, transmission line
towers including Railway Electrification (OHE), solar panels and pre-fabricated steel
structure such as Bridges, Heavy Steel Structure etc. Your Company has three manufacturing
units at Jindal Nagar, Hapur District (UP) and Khera Dehat, Hapur District (UP). The
Business is divided in two major segments i.e. Steel Structure segment and Engineering
procurement & construction segment.
4.1. Steel structure segment
Under this segment it mainly operates in following business verticals-
- Telecommunication Tower
- Transmission and rail towers
- Solar Towers
- Poles
- Heavy Steel Structure
- Smart City Solutions
4.2 EPC Segment
The Company's EPC business primarily consists of the manufacture and deployment of
transmission towers and railway electrification towers for its own EPC and Turnkey
Projects. It has completed around 702 kilometres of power transmission lines and 588
kilometres of railway track.
5. DIVIDEND:
The Board of Directors is pleased to recommended a Final Dividend of Rs 0.10/- (Rupee
Ten Paisa i.e. 10%) per equity share of face value of Re. 1.00 (Rupees One Only) each
(previous year final Dividend of Rs 0.10/-paisa per Equity Shares of Nominal Value of Rs
1/- each). The dividend, if approved by the Members in the ensuing Annual General Meeting,
would involve a cash outflow of Rs 3,15,70,528 and will be paid to those members whose
name appear in the Company's Register of Members and to those persons whose name appear as
Beneficial Owners as per the details to be furnished by National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited as at the close of business
hours on September 16, 2023.
In terms of Regulation 43A of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended ("the Listing
Regulations"), the Company has formulated a Dividend Distribution Policy which is
enclosed herewith as Annexure-A, and is also available on the website of the
Company at http://www.salasartechno. com
6. TRANSFER TO RESERVES:
The Company has not made any transfer to reserve during the Financial Year 2022-23.
However, profit for the year is shown as surplus under the head Reserve & Surplus
during the financial year 2022-23.
7. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. The details relating to deposits, covered under Chapter V of the
Act,-
(a) accepted during the year; NIL
(b) remained unpaid or unclaimed as at the end of the year; NIL
(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-NIL
(i) at the beginning of the year; NA
(ii) maximum during the year; NA
(iii) at the end of the year; NA
During the year under review, your Company had not accepted or renewed the deposits
which are not in compliance with the requirements of Chapter V of the Act;
8. SHARE CAPITAL
(a) The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs
31,57,05,280. Company had Issued QIP as further issue of 3 crores equity shares during the
year. Therefore, the paid up share capital of the Company increased from Rs 28,57,05,280
(divided into 28,57,05,280 Equity shares of Rs. 1 each) to Rs31,57,05,280 (divided into
31,57,05,280 Equity shares of Rs. 1 each)
(b) Status of Shares
As the members are aware, the Company's shares are compulsorily tradable in Electronic
form. As on March 31, 2023, out of total shares 99.999652% of the Company's total paid up
capital representing 31,57,05,280 shares are in dematerlized form and 0.000348% of the
Company's total paid up capital representing 1100 shares are in physical form.
(c) Sub- Division of Equity Shares
The Board of Directors on 30th April, 2022 has recommend Sub-division of
Equity Shares in (10:1) ratio which was approved by the shareholders by Postal Ballot on
07th June, 2022. Accordingly the paid up share capital of the Company was Rs
28,57,05,280 divided in to 28,57,05,280 Equity Shares of Rs 1/- each.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125 of the Companies Act, 2013 the Company has Unclaimed and Unpaid
Dividend but the unpaid Dividend amount not liable to transfer in Investor Education and
Protection Fund.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Except those disclosed in this Annual Report, there are no material changes and
commitments affecting the financial position of the Company between the end of the
financial year i.e. 31st March, 2023 and the date of this Report.
11. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 as applicable for the year under review is
presented in a separate section forming part of this Annual Report are attached hereto as
"Annexure-B"
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
Joint Venture and Associates
The Company had entered into following Joint Ventures namely:-
1. Sikka- Salasar JV
2. Salsar- HPL JV.
3. Salasar-REW JV.
The company does not have any Associate Company. Further, the Company is having one
Subsidiary LLP namely Salasar Adorus Infra LLP
13. PERFORMANCE AND FINANCIAL POSITION OF THE JOINT VENTURE AND ASSOCIATES INCLUDED IN
THE CONSOLIDATED FINANCIAL STATEMENT.
The statement containing the financial statement of Joint Venture and Associates of the
Company was duly disclosed in the Balance sheet. Details of financial of Joint Venture as
required under the first proviso to sub-section (3) of Section 129 of the Companies Act,
2013 is being attached with the Board's Report in Form AOC-1 as Annexure-C and the
forming part of the Board's Report.
14. DEPRECIATION AND AMORTIZATION
The Company had followed Straight-line method on its tangible fixed assets the rates
prescribed under the Part C of the Schedule II of the Companies Act, 2013, Intangible
fixed assets stated at cost less accumulated amount of amortization.
15. AUDITORS
15.1 STATUTORY AUDITORS
M/s VAPS & Company, Chartered Accountants (Firm's Registration No. 003612N), were
appointed as the Statutory Auditors of the Company to hold office for a period of three
years from the conclusion of the Twenty First Annual General Meeting until the conclusion
of the Twenty Fourth Annual General Meeting of the Company. The Statutory Auditors' Report
for the FY 2022-23 does not contain any qualifications, reservations, adverse remarks or
disclaimer and no frauds were reported by the Auditors under sub-section (12) of Section
143 of the Act.
The Company has received consent letter and certificate from the Auditors to effect
that they are not disqualified to act as Auditors within the meaning of section 139 and
141 of the Companies Act, 2013.
15.2 COST AUDITOR
Pursuant to Section 148 read with Section 141 & 143 and other applicable provisions
of the Companies Act, 2013, read with Rule 6 of the Companies (Cost Records and Audit
Rules), 2014 as amended from time to time, your Company has carried out audit of Cost
Records every year. The Board of Directors on the recommendation of Audit Committee has
appointed M/S S. Shekhar & Co., Cost Accountants (Membership No. 30477, FRN 000452),
as cost Auditors of the Company for the Financial Year 2023-24. As required under the
Companies Act, 2013 a resolution seeking members' approval for remuneration payable to the
Cost Auditor is part of the Notice convening the Annual General Meeting for their
ratification.
15.3 SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended up to date and
other applicable provisions, if any, the Company has appointed M/s Deepika Madhwal &
Associates (C. P. No. 14808) Practicing Company secretaries, to do Secretarial Audit of
the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial
Year ended 31st march, 2023 in Form MR-3 is annexed to this report as Annexure-D'
and forms part of the Board's Reports.
The observation made by Secretarial Auditors in their report are self explanatory and
therefore do not call for any further explanations/comments. The Secretarial Auditors'
Report does not contain any qualification, reservation or adverse remark.
15.4 INTERNAL AUDIT
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rule, 2014 as amended from time to time, the Board of Directors
on recommendation of Audit Committee had appointed M/s Alok Mittal & Associates.,
Chartered Accountants, New Delhi (FRN 005717N) as internal auditor of the Company to
conduct internal audit of the Company from 01st April, 2023 to 31st
March, 2024.
16. ANNUAL RETURN
The Annual Return for the year ended 31st March 2022 in Form MGT-7, filed with Ministry
of Corporate Affairs, is available in the Company's website at the following link:
www.salasartechno.com/investor
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
17.1 Conservation of Energy:
During the financial year under review, following specific actions were taken by the
Company at its various locations, which resulted in saving of energy consumption: (i) The
Company is now using of LPG in the zinc melting furnace of galvanizing plant at all the
three Units. LPG is a more sustainable fuel than furnace oil and minimizes environmental
pollution and also leads to more efficiency.
17.2 Technology Absorption:
(i) The efforts made towards technology absorption:
Manufacturing process is continuously monitored to ensure better productivity.
The Company is using new technology machines for better production and effective
utilization of resources.
(ii) The benefits derived:
Improvement in product quality.
Improved productivity and cost reduction
Introduction of new and improved products.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):
(a) Technology imported: Not Applicable
(b) Year of import: Not Applicable
(c) Whether the technology been fully absorbed: Not Applicable
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable
(iv) The expenditure incurred on Research and Development (R&D): No major expenses
have been incurred on R&D.
17.3 Foreign exchange earnings and Outgo:
Following are the details of total foreign exchange earned and used during the
financial year:
(Rs in Lakh)
Particulars |
FY 2022-23 |
FY 2021-22 |
Foreign exchange earned |
12619.28 |
7558.76 |
Foreign exchange used |
546.89 |
88.65 |
18. DIRECTORS:
18.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies
Act,2013andtheArticleofAssociationoftheCompany, Ms. Tripti Gupta, Whole Time Director
(DIN:06938805) of the Company is liable to retire by rotation and being eligible, offer
herself for re-appointment. The Board recommends the re-appointment of Ms. Tripti Gupta,
Whole Time Director in the ensuing AGM of the Company.
During the Year Mr. Jitendra Kumar Sharma was appointed as Company Secretary of the
company with effect from 11th February, 2023 Accordingly, pursuant to the
recommendation of Nomination & Remuneration Committee, the Board of Directors at their
meeting held on 11th February, 2023 had accorded the appointment of Mr.
Jitendra Kumar Sharma as Company Secretary of the Company. During the Year Mr. Rahul
Rastogi was resigned on 30th November, 2022 from the post of Company Secretary
of the Company.
All the Directors have made necessary disclosures as required under the various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
18.2 KEY MANAGERIAL PEROSNNEL
Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act
read with the Rules framed there under , the following persons are the Key Managerial
Personnel of the Company as on March 31, 2023:
a. Mr. Alok Kumar, Chairman and Managing Director
b. Mr. Shashank Agarwal, Joint Managing Director
c. Mr. Shalabh Agarwal, Whole Time Director
d. Ms. Tripti Gupta, Whole Time Director
e. Mr. Pramod Kumar Kala, Chief Financial Officer
f. Mr. Jitendra Kumar Sharma, Company Secretary (w.e.f. 11.02.2023)
Note: Mr. Rahul Rastogi has resigned from the post of company secretary of the company
on 30.11.2022
18.3 DECLARATION BY INDEPENDENT DIRECTORS
In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation
16 of SEBI Listing Regulations including amendments thereof, the Company has received
declarations from all the Independent Directors of the Company that they meet the criteria
of independence, as prescribed under the provisions of the Act and SEBI Listing
Regulations, as amended from time to time. There has been no change in the circumstances
affecting their status as an Independent Director during the year. Further, 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, if any,
incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the
Company.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and they hold highest standards of
integrity.
18.4 ANNUAL EVALUATION OF BOARD PERFORMANCE
As the ultimate responsibility for sound governance and prudential management of a
Company lies with its Board, it is imperative that the Board remains continually proactive
and effective. An important way to achieve this objective is through an annual evaluation
of the performance of the Board, its Committees and all the individual Directors.
As per the provisions of the Companies Act, 2013 a formal annual evaluation needs to be
made by the Board of its own performance and of its Committees And their individual
Directors. Pursuant to the provisions of the Act and Listing Regulations, the Board has
carried out the annual performance evaluation of the Board, Independent Directors,
Non-Executive Directors, Executive Directors, Committees and Chairman of the Board.
Directors were evaluated on aspects such as attendance, contribution at Board/Committee
meetings and guidance/support to the management outside Board/Committee meetings. The
Committees of the Board were assessed on the degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
The detailed analysis of performance evolution is incorporated under nomination and
Remuneration Committee head in Corporate Governance Report.
19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy
aims for conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. All permanent
employees of the Company are covered under the Vigil Mechanism Policy.
A mechanism has been established for employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also
provides for adequate safeguards against the victimization of employees who avail of the
mechanism and allows direct access to the Chairperson of the audit committee in
exceptional cases. The Vigil Mechanism Policy has been posted on the website of the
Company.
The aforesaid policy can be accessed on the Company's website www.salasartechno.com.
20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The company conducts its businesses with high standards of legal, statutory and
regulatory compliances. A dedicated Compliance Cell ensures that adequate internal
financial controls with reference to the Financial Statement of the Company.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively,
is annexed to the Board's report as
Annexure-E'
22. MEETINGS OF THE BOARD
The Company prepares the schedule of the Board Meeting in advance to assist the
Directors in scheduling their programme. The Agenda of the meeting is circulated to the
members of the Board well in advance along with the necessary papers, reports,
recommendations and supporting documents so that each board member can actively
participate on agenda items during the meeting.
The board met 7 (Seven) times during the Financial Year 2022-23. The maximum intervals
between any two meetings did not exceed 120 days. Details of Board Meetings and held
during the period under review are given in Corporate Governance Report.
23. AUDIT COMMITTEE
The Company has constituted Audit Committee as per the provisions of the Companies Act,
2013. The details of terms of reference of the Audit Committee, number and dates of
meeting held, attendance, among others are given separately in the attached Corporate
Governance Report. The Audit committee satisfies the requirements of section 177 of the
Companies Act, 2013 read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year
under review, there were no instances, where Board had not accepted the recommendations of
the Audit Committee.
24. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to provisions of Section 178(3) of the Companies Act, 2013, read with rules
made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Boardh as a Nomination and Remuneration Committee and
the details of terms of reference, number & dates of meeting held, attendance and
other details are given separately in the Corporate Governance Report. The Board on the
recommendation of Nomination
& Remuneration Committee had formulated the criteria for determining
qualifications, positive attributes and independence of directors and the same was
recommended to the Board. The Board had approved the policy. Also the committees was the
deciding factors in decisions like remuneration of Directors, KMP's and other employees,
identifying qualified personnel to appoint in Key Management of the Company etc. We affirm
that the remuneration paid to the directors is as per the terms laid out in the Nomination
and Remuneration Policy of the Company.
25. COMPANY'S POLICY ON REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES
The Policy of the Company on remuneration of Directors, KMPs and other employees
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of section 178, is annexed to
the Board's Report as Annexure F. 26. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS
COMMITTEES
The Corporate Social Responsibility Committee of the Board of Directors inter alia gives
strategic direction to the Corporate Social Responsibility (CSR) initiatives, formulates
and reviews annual CSR plans and programmes, formulates annual budget for the CSR
programmes and monitors the progress on various CSR activities. Details of the composition
of the CSR Committee have been disclosed separately in the Corporate Governance Report.
The CSR Policy of the Company adopted in accordance with Schedule VII of the Act,
outlines various CSR activities to be undertaken by the Company in the areas of promoting
education, enhancing vocational skills, promoting healthcare including preventive
healthcare, community development, heritage conservation and revival, etc. The CSR policy
of the Company is available on the Company's website i.e. www.salasartechno.com under
Investors' tab.
The Company is committed to operate and grow its business in a socially responsible
way. The core values strengthening your Company's business actions comprise of Customer
Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.
The Committee's prime responsibility is to assist the Board in discharging its social
responsibilities by way of formulating and monitoring implementation of the framework of
corporate social responsibility policy, observe practices of Corporate Governance at all
levels, and to suggest remedial measures wherever necessary.
The company requires to spent during the year on CSR Rs 71.44 Lakhs for the Current
Year. The Company had spent Rs 87.34 Lakhs (including Rs 15.89 Lakhs unspent amount of
Last Year) on CSR activities during the financial year 2022-23. As on March 31, 2023
(Corporate social Responsibility Policy) Amended Rules 2021 ("the rules"),. The
disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 has been made as per Annexure-G'.
27. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
Stakeholder's Relationship Committee has been constituted by the Board in accordance
with section 178 of the Companies Act, 2013.
The details regarding composition, terms of reference, power, functions, scope,
meetings, attendance of members and the status of complaints received during the year are
included in the Corporate Governance Report which forms part of the Annual Report.
28. RISK MANAGEMENT COMMITTEE
Risk Management Committee has been constituted by the Board in accordance with
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The details regarding composition, terms of reference, power, functions, scope,
meetings, attendance of members and the status of complaints received during the year are
included in the Corporate Governance Report which forms part of the Annual Report.
29. INDUSTRIAL RELATIONS
The Company always give importance to industrial relation and therefore the Industrial
relations continued to remain cordial throughout the year under review.
30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The management Discussion and Analysis for the year under review as stipulated under
the Listing Regulations is presented in a separate section forming part of this Annual
Report and marked as "Annexure- H"
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The loans given, investments made and guarantee given & securities provided during
the year under review are in compliance with the provisions of the Act and Rules framed
there under and details thereof are given in the Notes to the Standalone Financial
Statements.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23
with related parties were on an arm's length basis and in the ordinary course of business.
The Audit committee grants omnibus approval for the transactions that are in the ordinary
course of business and repetitive in nature. For other transactions, the Company obtains
specific approval of the Audit Committee before entering into any such transactions. The
approval of the Audit Committee was sought for all RPTs. All the transactions were in
compliance with the applicable provisions of the Act and SEBI Listing Regulations.
Further, disclosure as required under Indian Accounting Standards ("IND AS")- 24
have been made in Note No. 44 to the standalone Financial Statements. During the FY
2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company other than sitting fees as applicable. The policy on related
party transaction, as formulated by the Board is available on the Company's website i.e.
www.salasartechno.com under investor tab.
33. ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS
The Company Secretary plays a key role in ensuring that the Board (including committees
thereof) procedures are followed and regularly reviewed. The Company Secretary ensures
that all relevant information, details and documents are made available to the Directors
and senior management for effective decision-making at the meetings. The Company Secretary
is primarily responsible to assist and advise the Board in the conduct of affairs of the
Company, to ensure compliance with applicable statutory requirements and Secretarial
Standards, to provide guidance to directors and to facilitate convening of meetings. The
Company Secretary interfaces between the management and regulatory authorities for
governance matters.
34. ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)
The Chief Financial Officer-Cum-Key Managerial Personnel of the Company plays a pivotal
role in ensuring the compliance of applicable accounting procedures, taxation aspects and
administrative policies are followed and regularly reviewed. The Chief Financial
Officer-Cum-Key Managerial Personnel ensures that all relevant information pertaining to
accounting policy including details and documents are made available to the Directors for
taking effective decision-making at the meetings.
35. RISK MANAGEMENT POLICY
The Company has adopted the measures concerning the development and implementation of a
Risk Management System in terms of Section 134(3) (n) of the Companies Act, 2013 after
identifying the elements of risks which in the opinion of the Board may threaten the very
existence of the Company itself. The Company has an elaborate Risk Management process of
identification, assessment and prioritization of risk followed by coordinated efforts to
minimize, monitor and mitigate/control the probability and/or impact of unfortunate events
or to maximize the realization of opportunities. The Risk Management procedure is reviewed
by the Audit Committee from time to time, to ensure that the executive management controls
risks through means of a properly defined framework. Major risks identified are
systematically addressed through mitigating actions on a continuing basis.
36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A Business Responsibility And Sustainability Report prepared in accordance with
Regulation 34(2) of Listing Regulations, detailing the various initiatives taken by the
Company on the environmental, social and the governance perspective for the year 2022-23
is set out in the "Annexure I" to this report.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace
which is in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to ensure prevention, prohibition and
redressal against sexual harassment. Awareness programmes are organized by the Company to
sensitize employees. During the year under review, no complaints of any nature were
received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
38. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief of the Directors of the Company and according
to the information and explanations obtained by them, your Directors make the following
statement in terms of Section 134(3) (c) of the Companies Act, 2013. :
(a) In the preparation of the annual accounts for the financial year 2022-23,
the applicable accounting standards read with requirements set out under Schedule III to
the Act, had been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies, 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 2022-23 and of the profit and loss of the company ended on that date;
(c) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis;
and
(e) The directors have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and are operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
36. ACKNOWLEDGEMENTS
The Directors acknowledge with sincere gratitude, the cooperation and help extended by
all the stakeholders of your Company including its esteemed shareholders, government
departments and agencies, financial institutions and banks, customers, vendors and
employees.
37. ANNEXURES
The following annexures form part of this Report:
a. Dividend Distribution Policy- Annexure A'
b. Corporate Governance Report- Annexure B'
c. Details of Financial of Joint Ventures and Associates- Annexure C'
d. Secretarial Audit Report- Annexure D'
e. Information under sub-rule (1) of Rule 5 of the Companies (Appointment And
Remuneration of Managerial Personnel) Rules, 2014- Annexure E'
f. Nomination and Remuneration Policy- Annexure- F'
g. Corporate Social Responsibility Report- Annexure G'
h. Management Discussion and Analysis Report- Annexure H'
i. Business Responsibility and Sustainability Report Annexure I'
For and on behalf of the Board of Directors |
For Salasar Techno Engineering Limited |
|
Alok Kumar |
Shashank Agarwal |
|
Chairman and Managing Director |
Jt. Managing Director |
|
DIN NO. 01474484 |
DIN:00316141 |
|
KL-46, Kavi Nagar |
B-166, Sector-50 |
Date: 12.08.2023 |
Ghaziabad-201001 |
Gautam Budh Nagar |
Place: New Delhi |
Uttar Pradesh |
Noida 201301 UP |
|