The Directors take pleasure in presenting the Fifty Second Annual Report of BENARES
HOTELS LIMITED ("BHL" or "the Company") along with the Audited
Financial Statements for the Financial Year ended March 31, 2023.
OPERATING AND FINANCIAL RESULTS
|
(Rs. Lakhs) |
(Rs. Lakhs) |
|
2022-23 |
2021-22 |
Income |
9,483 |
4,994 |
Gross Profit for the year |
3,766 |
1,472 |
Less: Depreciation |
601 |
636 |
Less: Interest |
37 |
65 |
Profit before tax |
3,128 |
771 |
Less: Provision for Tax: |
|
|
- Current Tax |
807 |
21 |
- Deferred Tax |
-17 |
184 |
- Provision of tax of earlier years ( Net ) |
— |
— |
Profits after Taxes |
2,338 |
565 |
Add: Other Comprehensive Income (Net of Taxes) |
-14 |
-5 |
Total Comprehensive Income |
2,324 |
560 |
Add: Balance brought forward from previous year |
5,486 |
4,925 |
Changes in accounting policy - Transition impact of Ind AS 116 |
— |
— |
Balance available for appropriations |
7,809 |
5,486 |
Less: Dividend Paid |
-130 |
— |
Less: Tax on Dividend |
— |
— |
Less: Amount transferred to General Reserve |
— |
— |
Balance Carried forward |
7,679 |
5,486 |
COMPANY'S OPERATIONS AND PERFORMANCE
The Total Income for the year ended 31st March, 2023 stood at Rs. 9,483 lakhs as
compared to Rs. 4,994 Lakhs in previous year and the Gross Operating Profit (EBIDTA) stood
at Rs. 3,766 Lakhs as compared to Rs. 1,472 Lakhs in previous year.
The profit before Tax for the year was at Rs. 3,128 Lakhs as compared to profit before
tax of Rs. 771 lakhs for the previous year. The profit after Tax for the year was at Rs.
2,338 lakhs as compared to profit after Tax of Rs. 565 lakhs for the previous year.
DIVIDEND
Based on the performance of the Company and keeping in view of the increase in the
revenue of the Company, the Board recommended a dividend @ 200 % i.e. Rs. 20 per fully
paid Equity share on 13,00,000 Equity shares of face value Rs. 10 each, for the year ended
March 31, 2023 (Previous year Rs. 10 per equity share).
The dividend on Equity Shares is subject to the approval of the Shareholders at the
Annual General Meeting (AGM) scheduled to be held on Thursday, August 24, 2023. The
dividend once approved by the Shareholders will be paid on and after Monday, September 4,
2023.
The dividend on Equity Shares if approved by the Members, would involve a cash outflow
of Rs. 260 lakhs resulting in a dividend pay-out of 11% of the profits of the Company.
HOLDING AND SUBSIDIARY COMPANIES
The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL. The
Company does not have any subsidiary company.
DIRECTORS
In accordance with the requirements of the Companies Act, 2013 (the Act) and the
Company's Articles of Association, Dr. Anant Narain Singh (DIN: 00114728) retires by
rotation and being eligible, offers himself for re-appointment. A resolution seeking
Shareholders' approval for his re-appointment forms part of the Notice.
During the year under review, Mr. Puneet Chhatwal (DIN: 07624616) has resigned from the
Directorship of the Company w.e.f. February 2, 2023. The Board places on record its
appreciation for his invaluable contribution and guidance provided to the Company during
his tenure.
Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in
accordance with the provisions of the Act and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), Mr. Beejal Desai (DIN: 03611725) was appointed as an Additional Director
with effect from February 8, 2023 subject to the approval of the Members. The members of
the Company have approved his appointment vide Postal Ballot, w.e.f. March 23, 2023. In
the opinion of the Board, Mr. Desai is a person of integrity and possesses the requisite
qualifications, experience and expertise required for discharging his duties as a Director
of the Company.
The Board of Directors approved the proposal to re-appoint, Mr. Puneet Raman (DIN:
00341221) as an Independent Director, based on the recommendation of Nomination and
Remuneration Committee (NRC), for a further period of five (5) years upon the expiry of
his current term on September 16, 2023, subject to the Members approval, by way of Special
Resolution as required under the provisions of the Companies Act, 2013.
The approval of the shareholders for the re-appointment of Directors including
Independent Directors has been sought in the Notice convening the AGM of your Company.
In terms of Section 149 of the Act and Regulation 16(1) of the SEBI Listing
Regulations, Mrs. Rukmani Devi, Mr. Moiz Miyajiwala and Mr. Puneet Raman are the
Independent Directors of the Company as on March 31, 2023.
In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors
have confirmed 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 judgement and without any external influence.
Based upon the declarations received from the independent Directors, the Board of
Directors has confirmed that they meet the criteria of Independence as mentioned under
Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that
they are Independent of the Management. In the opinion of the Board, there has been no
change in the circumstances affecting their status as Independent Directors of the Company
and the Board is satisfied of the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the
Independent Directors of the Company have registered their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
During the year under review, the Non – Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than Director's Commission,
sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of
attending meetings of the Board/Committee and General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act, your Company has Mr. Vivek Sharma as the Chief
Executive Officer (CEO), Mr. Harish Kumar as the Chief Financial Officer (CFO) and Ms.
Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel of
the Company, as on March 31, 2023.
Mr. Vivek Sharma has resigned as the Chief Executive Officer (CEO) w.e.f. April 12,
2023 and Mr. Vishal Singh was appointed as new Chief Executive Officer (CEO) of the
Company w.e.f. April 19, 2023. The Board places on record its appreciation for the
invaluable contribution and services provided by Mr. Vivek Sharma to the Company during
his tenure.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has an ongoing familiarization programme for the Independent Directors with
respect to their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company, etc. All the Board members of
the Company are afforded every opportunity to familiarize themselves with the Company,
statutory changes impacting the Company, its Management and its operations and all the
information /documents sought by them is/are shared with them for enabling a good
understanding of the Company, its various operations and the industry of which it is a
part. The details of the familiarization programme for Independent Directors are disclosed
on the Company's website under the weblink:
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/indepenent-directors/familiarization-programme-BHL.pdf
NUMBER OF MEETINGS OF THE BOARD
During the year under review, five (5) Board Meetings were held and the intervening gap
between the meetings did not exceed the period of one hundred and twenty days, the details
of which are given in the Corporate Governance Report, which forms a part of the Annual
Report.
STATUTORY AUDITORS
M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, (Firm Registration No.
003990S/S200018) were appointed as the Statutory Auditors of the Company at the 46th AGM
to hold office for a period of one financial year from the conclusion of the 46th AGM
until the conclusion of the 47th AGM and then at the 47th AGM to hold office for a period
of five financial years from the conclusion of the 47th AGM until the conclusion of the
52nd AGM to examine and audit the accounts of the Company. The Company can appoint M/s PKF
Sridhar & Santhanam LLP, as the Statutory Auditors of the Company, for a further
period of 4 (four) years – which would be in compliance with the 10 (ten) year tenure
restriction set out under Section 139 of the Companies Act. The Board of Directors based
on the recommendation of the Audit and Risk Management Committee approved the
re–appointment of PKF Sridhar & Santhanam LLP as the Statutory Auditors of the
Company for a further period of four Financial Years, i.e. to hold office from the
conclusion of the ensuing 52nd AGM till the conclusion of the 56th AGM of the Company, to
audit and examine the books of accounts of the Company, subject to approval of the Members
at the ensuing AGM.
The necessary resolution for the re-appointment of PKF Sridhar & Santhanam LLP,
forms a part of the Notice convening the ensuing AGM scheduled to be held on Thursday,
August 24, 2023.
The Statutory Auditors Report on the Financial Statements of the Company for Financial
year 2022-23 does not contain any qualifications, reservations, adverse remarks or
disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143 (12) of the Act, in the year under review.
SECRETARIAL AUDITORS
In terms of Section 204 of the Act, and Rules made thereunder, D. S. Associates,
Company Secretaries (C.P. No. 7347) were appointed as Secretarial Auditors of the Company
to conduct the Secretarial Audit of records and documents of the Company for Financial
Year 2022-23 and their report is attached as Annexure 1 to this Report. The Secretarial
Auditor's Report, does not contain any qualifications, reservations, disclaimers or
adverse remarks.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under Section 148
(1) of the Act is not applicable to the Company.
ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, the Annual Return in Form
MGT-7 for Financial Year 2022-23 is available on the website of the Company at
https://www.benareshotelslimited.com/en-in/AGM-2023/
VIGIL MECHANISM
In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulations, the Company has established the necessary vigil mechanism that provides a
formal channel for all its Directors, Employees and other stakeholders to report concerns
about unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct. The details of the policy have been disclosed in the Corporate Governance Report,
which forms a part of the Annual Report and is also available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-policies/bhl-whistle-blower-policy-revised-21-07-2023.pdf
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE
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 year under
review are set out in Annexure 2 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Amendment Rules 2022. For other details regarding
the CSR and Sustainability Committee, please refer to the Corporate Governance Report,
which is a part of this report. The CSR policy is available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-policies/BHL-CSR-POLICY-2021-2022.pdf
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act is available on
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/policies/remuneration.pdf
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)
The Company has always believed in providing a safe and harassment-free workplace for
every individual working in the Company. The Company has complied with the applicable
provisions of the POSH Act, and the rules framed thereunder, including constitution of the
Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the POSH Act and the same is available on the Company's
website
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/policies/BHL-POSH-Policy-Final.pdf
During the financial year 2022-23 the Company has not received any complaint on sexual
harassment. No case remains pending as on March 31, 2023.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The information required under Section 197 of the Act read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is
furnished in Annexure 3.
PARTICULARS OF EMPLOYEES
The Company had no employees during the year who were in receipt of remuneration
aggregating to: (a) Not less than Rs. 102.00 lakhs for the year, if employed throughout
the financial year, or (b) Not less than Rs. 8.50 lakhs per month, if employed for part of
the financial year.
BUSINESS OVERVIEW
An analysis of the Business and Financial Results are given in the Management
Discussion and Analysis, which forms a part of the Annual Report.
FINANCE COST
Finance cost for the year ended 31st March 2023 was Rs. 36.77 lakhs (Previous year Rs.
64.80 Lakhs). Breakup of the total interest cost of Rs. 36.77 lakhs is as follows:
Interest expenses on borrowings: Nil Interest on lease liability: Rs. 36.77 lakhs
DEPRECIATION – Rs. 600.91 Lakhs (Previous Year - Rs. 636.32 Lakhs)
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company falls within the scope of the definition of ‘infrastructure company'
as provided by the Act. Accordingly, the Company is exempt from the provisions of Section
186 of the Act with regards to Loans, Guarantees, Securities provided and Investments.
Therefore, no details are provided.
BORROWINGS
During the year under report, the Company has not accepted any borrowings. The
borrowings are Nil as on 31st Mar 2023. (Previous Year - Nil)
CAPITAL EXPENDITURE
During Financial Year 2022-23, the capital expenditure incurred was Rs. 158.23 Lakhs
(Previous year Rs. 34.74 Lakhs).
DEPOSITS FROM PUBLIC
The Company has not accepted and / or renewed any deposits from public covered under
Chapter V of the Act and as such, no amount on account of principal or interest on
deposits from public was outstanding as at the end of Financial Year 2022-23.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, as amended,
the Company has formulated a Policy on Related Party Transactions for identifying,
reviewing, approving and monitoring of Related Party Transactions and the same can be
accessed on the Company's website at
https://www.benareshotelslimited.com/content/dam/thrp/benareshotelslimited/documents/announcement-policies/Related-Party-Transaction-Policy.pdf
During the year under review, all Related Party Transactions that were entered into were
in the Ordinary Course of Business and at Arms' Length Basis. All transactions entered
into with related parties were approved by the Audit and Risk Management Committee.
None of the transactions with related parties are material in nature or fall under the
scope of Section 188(1) of the Act. The information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for Financial Year
2022-2023 and hence the same is not provided.
CORPORATE GOVERNANCE
As required by SEBI Listing Regulations, the report for the year 2022-23 on Management
Discussion and Analysis; and Corporate Governance along with the Practicing Company
Secretary's Certificate regarding compliance of conditions of Corporate Governance norms
as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations
forms part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has complied with the provision of Secretarial Standards on Board Meetings
and General Meetings issued by the Institute of Company Secretaries of India.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by the Management and the relevant Board Committees, including the Audit and
Risk Management Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during the FY 2022-2023.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Effective from April 1, 2023, The Gateway Hotel, Gondia has been rebranded as Ginger
Hotel, Gondia. This transition is expected to benefit the hotel in terms of market
positioning and profitability. There are no material changes affecting the financial
position of the Company till the date of signing of Financial Statements of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
operations.
RISK MANAGEMENT
The Audit and Risk Management Committee is responsible for monitoring and reviewing the
Enterprise Risk Management process and ensuring its effectiveness. The Committee has
additional oversight in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically addressed through mitigating
actions on a continuous basis. The details of the Committee and its term of reference are
set out in the Corporate Governance Report.
Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of
the Act, to identify and evaluate business risks and opportunities for mitigation of the
same on a continuous basis. This framework seeks to create transparency, minimize adverse
impact on business objective and enhance your Company's competitive advantage. The risk
management framework defines the risk management approach across the enterprise at various
levels including documentation and reporting.
The framework enables risks to be appropriately rated and graded in accordance with
their potential impact and likelihood. The two key components of risks are the probability
(likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs.
Risk is analyzed by combining estimates of probability and impact in the context of
existing control measures.
The key business risks identified by the Company and its mitigation plans are as under:
Risks that matter |
Mitigants |
Geo-political Risk & related Economic Recession |
- Awareness & scanning of environment |
|
- Strategic initiatives |
Fuel Prices & related inflation |
- Development of alternate energy sources, suppliers and equipment |
|
- Locally sourced raw materials |
|
- Productivity & efficiency initiatives |
Cyber vulnerabilities |
- Cyber Risk assessment conducted |
|
- Vulnerability Assessment & Penetration testing (VAPT) |
|
- Cyber Incident Protocol drafted |
Impact of climate change |
- Continuous scanning of the environment |
|
- Use of renewable / alternate energy |
|
- Adherence to the various norms and alternate measures to reduce
release of pollutants |
|
- ESG initiatives |
Abuse of social media and other media |
- Continuous monitoring of comments in social media and timely
responses provided |
|
- All inclusive sustainable business model, involving all
stakeholders |
|
- CSR connect |
Data governance - Quality of data, |
- Data Lake in advanced stages of implementation |
democratisation of data analytics, etc |
- Process for Third Party Data Transfer initiated |
Business interruption inter alia on account of pandemics |
- Learnings from recent pandemic to assist in augmenting
performance |
|
- New initiatives continue |
Impact on employee and customer well being |
- Employee communication & counselling |
|
- Customer Communication |
|
- Hygiene & safety audits |
Data privacy – GDPR, CCPA, etc - leading to penalties and
litigation |
- Strengthening of policies and processes |
|
- Data Processor/Controller agreements with all relevant vendors |
|
- Internal Audits, Continuous monitoring |
Loss of critical / sensitive data due to leakage / loss / hacking |
- Encryption, Firewalls, Policies, Endpoint protection, including
audits of IT and automated controls, and processes |
|
- Operation Management Tool in place |
|
- Backup and Disaster Recovery Site |
|
- Running 24X7 SOC |
|
- Creating awareness amongst associates |
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO [PURSUANT TO COMPANIES (ACCOUNTS) RULES, 2014]
A. CONSERVATION OF ENERGY: The Company has always been conscious of the need for
conservation of energy and has been sensitive in making progress towards this end. During
the year, the Company has enhanced the capacity of solar power plant at Taj Ganges,
Varanasi by 270 kwp. Post this installation, the total solar power plant capacity has
reached to 770 kwp at Taj Ganges, Varanasi. Further, the Company has added three electric
vehicles in its fleet for guest transportation.
B. TECHNOLOGY ABSORPTION: There is no material information on technology absorption to
be furnished. The Company continues to adopt and use the latest technologies to improve
the efficiency and effectiveness of its business operations.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: In terms of the provisions of Section 134(3)(m)
of the Act, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the foreign
exchange earned in terms of actual inflows during the year and the foreign exchange outgo
during the year in terms of actual outflows is furnished below:
|
2022-23 |
2021-22 |
|
Rs. Lakhs |
Rs. Lakhs |
a) Value of Imports |
|
|
Stores, Supplies and Spare Parts for Machinery |
1.74 |
0 |
Value of Imports (CIF) Capital Imports |
0 |
0 |
b) Expenditure in Foreign Currency |
|
|
Professional and Consultancy Fees |
34.93 |
0 |
Other Expenditure in Foreign Currency |
22.94 |
24.18 |
c) Earnings in Foreign Currency |
|
|
Earnings in Foreign Exchange |
1346.76 |
266.49 |
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016
as amended, before National Company Law Tribunal or other Courts.
VALUATION
During the year under review, there were no instances of onetime settlement with any
Banks or Financial Institutions.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
well defined in the organization. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit and Risk Management Committee
of the Board.
The Internal Auditors monitors and evaluate the efficacy and adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of Internal
Audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. All significant audit observations and corrective actions
suggested are presented to the Audit and Risk Management Committee of the Board for
review. The internal financial controls as laid down are adequate and were operating
effectively during the year under review.
The Board's Audit and Risk Management Committee oversees the adequacy of the internal
control environment through periodic reviews of audit findings and by monitoring
implementation of internal audit recommendations through compliance reports. In addition,
as required under Section 143 of the Act, the Statutory Auditors have evaluated and
expressed an opinion on the Company's internal financial controls over financial reporting
based on the audit for the FY 2022-23. In their opinion, the Company has, in all material
respects, adequate internal controls over financial reporting and such internal financial
controls over financial reporting were operating effectively as on March 31, 2023.
COMMITTEES OF THE BOARD
a. Audit and Risk Management Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility and Sustainability Committee
d. Stakeholders' Relationship Committee
During the year under review, all recommendations of the Committees were approved by
the Board. The details including the composition of the committees including attendance at
the meetings and terms of reference are included in the Corporate Governance Report, which
forms a part of the Annual Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees, and individual Directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as the board composition and structure, Degree
of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);
effectiveness of board processes, information and functioning, etc.; extent of
co-ordination and cohesiveness between the Board and its Committees; and Quality of
relationship between Board Members and the Management.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness 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 on January 5, 2017.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of Non-Executive Directors.
The Board and the NRC reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
In the Board Meeting that followed the meeting of the Independent Directors and meeting
of NRC, the performance of the Board, its Committees, and individual Directors was also
discussed. Performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.
ACKNOWLEDGMENT
The Directors thank the Company's customers, vendors, investors, partners and all other
stakeholders for their continuous support.
The Directors appreciate and value the contribution made by all our employees and their
families.
|
On behalf of the Board of Directors |
|
Dr. Anant Narain Singh |
|
Chairman |
|
(DIN: 00114728) |
Place : Mumbai |
|
Date : 19th April, 2023 |
|
|