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