Dear Members,
Your Board of Directors ("Board") present the Eleventh (11th)
Annual Report of FSN E-Commerce Ventures Limited ("your Company" or "the
Company" or "Nykaa") together with the Audited Financial Statements of the
Company, for the financial year ended March 31, 2023 ("the year under review" or
"the year" or "FY 2022-23").
FINANCIAL PERFORMANCE - AN OVERVIEW
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
2,177.99 |
1,876.99 |
51,438.00 |
37,739.35 |
Other Income |
1,286.86 |
1,157.07 |
302.13 |
269.72 |
Total Income |
3,464.85 |
3,034.06 |
51,740.13 |
38,009.07 |
Total Expenditure |
2,658.58 |
1,817.14 |
51,356.18 |
37,536.01 |
Profit/(Loss) before Tax |
806.27 |
1,216.92 |
383.95 |
473.06 |
Current Tax |
157.90 |
64.46 |
861.11 |
446.39 |
Deferred Tax Expenses/(Credit) |
35.28 |
117.33 |
(725.37) |
(386.21) |
Profit/(Loss) after Tax |
613.09 |
1,035.13 |
248.21 |
412.88 |
Share in loss of associate |
- |
- |
(38.60) |
- |
Profit for the period |
613.09 |
1,035.13 |
209.61 |
412.88 |
Other Comprehensive Income / Loss (OCI) |
(2.20) |
(19.06) |
1.57 |
5.56 |
Total Comprehensive Income |
610.89 |
1,016.07 |
211.18 |
418.44 |
Balance in the Profit/(Loss) Account in the Balance Sheet |
1,364.38 |
751.29 |
(388.88) |
(581.50) |
REVIEW OF OPERATIONS
During the year under review, the Standalone income of your Company
increased to H 3,464.85 million compared to H 3,034.06 million in the previous year,
registering growth of 14%. The Standalone profit after tax for the year was H 613.09
million as compared to H 1,035.13 million in the previous year registering decrease of
41%.
During the year under review, the Consolidated income of the Group
increased to H 51,740.13 million compared to H 38,009.07 million in the previous year,
registering growth of 36%. The Consolidated profit after tax for the Group was H 209.61
million as compared to H 412.88 million in the previous year registering decrease of 49%.
The operating and financial performance of your Company has been
covered in the Management Discussion and Analysis Report which forms part of the Annual
Report.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS FROM THE END OF THE
FINANCIAL YEAR
There are no material changes and commitments affecting the financial
position of your Company, which have occurred between the end of the FY 2022-23 and the
date of this report. Further, there has been no change in the nature of business of your
Company.
RESERVES
There is no amount proposed to be transferred to the reserves.
DIVIDEND
Your Board do not recommend any dividend on the equity shares of the
Company for financial year ended March 31, 2023 considering that the Company is in growth
stage and require funds to support its growth objectives.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations"), your Company has formulated a Dividend Distribution Policy,
with an objective to provide the dividend distribution framework to the stakeholders of
the Company. The policy sets out various internal and external factors, which shall be
considered by the Board in determining the dividend pay-out. The policy is available on
the website of the Company at https://www.nykaa.com/
media/wysiwyg/2021/Investors-Relations/pdfs/10-11/ Dividend-Distribution-Policy.pdf
SHARE CAPITAL
The Details of changes in paid-up equity share capital during the year
under review, are as under:
# Paid-up Equity Share Capital |
' in Million |
A At the beginning of the year, i.e., as on April 01, 2022 |
474.10 |
B Pre-Bonus Allotments made pursuant to: |
|
(i) Employees Stock Options Scheme - 2012 |
0.01 |
(ii) FSN Employees Stock Scheme - 2017 |
0.60 |
C Sub-Total of C (A + B) |
474.71 |
D Bonus Issue of Shares (in ratio of 5:1)(1) |
2,373.57 |
E Post-Bonus Allotments made pursuant to: |
|
(i) Employees Stock Options Scheme - 2012 |
0.04 |
(ii) FSN Employees Stock Scheme - 2017 |
4.13 |
F Sub-Total of F (D + E) |
2,377.74 |
At the end of the year, i.e., as on March 31, 2023 (C + F) |
2,852.45 |
(1)With a view to encourage the participation of retail investors
in the long term, increasing the overall tradeable float/activity level in the equity
shares and retail diversification of shareholding, your Board at its meeting held on
October 03, 2022, subject to consent of the members of the Company, approved and
recommended issue of bonus equity shares of H 1/- each credited as fully paid-up to
eligible members of the Company in the proportion of 5 new fully paid-up equity share of H
1/- each for every 1 existing fully paid-up equity share of H 1/- each by capitalising a
sum not exceeding H 2,373,563,075/- out of Securities Premium Account. On November 12,
2022, subsequent to the approval of shareholders vide Postal Ballot, which concluded on
November 02, 2022, the Company had allotted 2,373,563,075 fully paid-up equity shares of
face value H 1/- each in the ratio of 5:1 i.e., five equity share for every one existing
equity share held by the members in the Company on November 11, 2022 (the record
date' fixed for this purpose).
Further, during the year under review, the Company reclassified the
authorized share capital from H 3,250,000,000/- comprising of 2,750,000,000 equity shares
of H1 each and 500,000,000 preference shares of H1 each to H 3,250,000,000/- divided into
3,250,000,000 equity shares of H1 each and consequently altered the Capital Clause of
Memorandum of Association of the Company.
STRATEGIC INITIATIVES DURING THE YEAR UNDER REVIEW AND TILL THE DATE OF
THIS REPORT
A. ACQUISITION OF ILUMINAR MEDIA PRIVATE LIMITED (KNOWN AS LITTLE
BLACK BOOK')
Your Board, at its meeting held on August 05, 2022, had approved the
execution of Share Purchase Agreement to acquire 100% fully diluted share capital of
Iluminar Media Private Limited ("Little Black Book" or "LBB") and on
September 09, 2022, acquisition of 100% Equity Shares of Little Black Book by the Company
was completed.
Investments in LBB aligns with Nykaa's fundamental content-first
approach to engaging with its loyal consumer base. LBB's large, discerning user base,
content creation capability, curation mindset and relationship with emerging brands makes
it an attractive content powerhouse. Their focus on fashion, home and beauty categories
fits well with Nykaa's areas of strength.
Co-Founded by Suchita Salwan and Dhruv Mathur in 2015, LBB is involved
in the business of running and operating a digital platform through https://lbb. in/
and a mobile application that serves as a lifestyle and recommendations platform.
Gradually, LBB has evolved from a Tumblr-blog to a buzzing online, curated marketplace.
LBB has built a brand and audience amongst India's urban millennials, reaching over
70 million users through their various channels. Their focus on audience engagement
through content and discovery has made them a brand loved by their users and brand
partners alike.
B. STRATEGIC ALLIANCE WITH APPAREL GROUP
Your Board at its meeting held on October 06, 2022, had approved
execution of Share Purchase cum Shareholders' Agreement between FSN International
Private Limited, a wholly owned subsidiary of the Company ("FSN International")
and Apparel Group, a global fashion and lifestyle retail conglomerate headquartered in the
United Arab Emirates (UAE) ("Apparel") for undertaking an omni-channel, multi
branded beauty retail operation business in the countries that are part of the Gulf
Cooperation Council (GCC) namely the Kingdom of Bahrain, State of Kuwait, Sultanate of
Oman, State of Qatar, Kingdom of Saudi Arabia and UAE.
Founded by Sima Ved in 1996, the Apparel Group is one of the largest
omnichannel retailers in the Middle East based out of the UAE. It is home to more than 75
lifestyle and beauty brands with over 2,000 stores in 14 countries. The Group brings over
two decades of deep understanding of retailing in the GCC, having steadily kept their
finger on the pulse of evolving consumer trends.
This Strategic Alliance with Apparel Group will benefit your Company in
leveraging the Apparel Group's robust offline retail network and deep market
relationships to build distinctive GCC-focused beauty offerings in the Kingdom of Bahrain,
State of Kuwait, Sultanate of Oman, State of Qatar, Kingdom of Saudi Arabia and the UAE.
Technology-led Nykaa is now set to bring its keen understanding of beauty category and
strong partnerships with domestic and international brands to GCC's beauty-forward
consumers.
As these two retail powerhouses i.e., Nykaa and Apparel Group come
together to harness each other's strengths, the GCC can expect a seamless, world-
class beauty shopping experience that is both highly curated and discovery led. Poised for
accelerated growth, especially in the beauty and personal care category, the GCC presents
a large opportunity for Nykaa to extend its highly focused value offering and drive the
region's offline and online retail growth story with the Apparel Group. As per a Red
Seer report, KSA & the UAE, two of the region's biggest beauty and personal care
markets, were sized at 17.1bn USD and 6.6bn USD respectively in 2021 and are projected to
grow at a CAGR of 7% and 9% respectively over the next 3 years.
The business operations in GCC will be carried through "Nessa
International Holdings Limited" (Nessa International'), incorporated in
the Abu Dhabi Global Market, in which FSN International is holding 55% stake and balance
45% is held by Apparel. As on March 31, 2023, FSN International has completed all
necessary formalities with respect to the acquisition of 55% stake in Nessa International.
Consequently, Nessa International has become the subsidiary of FSN International and
step-down subsidiary of the Company.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
As on March 31, 2023, the Company has ten direct subsidiaries, three
step-down subsidiaries and one associate company. Following were the additions during the
year under review:
(i) Nudge Wellness Private Limited became subsidiary of the Company
w.e.f. June 30, 2022;
(ii) Nykaa Foundation became subsidiary of the Company w.e.f. June 08,
2022;
(iii) Iluminar Media Private Limited became wholly owned subsidiary of
the Company w.e.f. September 09, 2022;
(iv) Nessa International Holdings Limited became subsidiary of the
Company through FSN International Private Limited (wholly owned subsidiary of the Company)
w.e.f. March 02, 2023; and
(v) Earth Rhythm Private Limited became associate company w.e.f. May
04, 2022.
The details of business carried on by the subsidiaries and associate
company are as follows:
Nykaa E-Retail Private Limited (Nykaa E-Retail') was
incorporated on February 22, 2017 and is a 100% subsidiary of your Company. Nykaa E-Retail
operates primarily using an inventory-led model and is engaged in the business of
purchasing beauty, hygiene and wellness products directly from the manufacturers and
selling such products through online channels i.e., its online platforms or websites, and
other online applications.
Nykaa Fashion Private Limited (Nykaa Fashion') was
incorporated on February 04, 2019 and is a 100% subsidiary of your Company. Nykaa Fashion
runs on marketplace, sale or return (SOR), and just-in-time inventory models. It is
engaged in the business of selling and distribution of fashion garments and fashion
accessories through online channels i.e., its online platforms or websites, other online
applications and retail outlets, general trade and modern trade.
FSN Brands Marketing Private Limited (FSN Brands') was
incorporated on February 19, 2015 and is a 100% subsidiary of your Company. FSN Brands is
engaged in the business of import, purchase, selling and distribution of beauty and
wellness, personal care, health care, skin care, hair care and other related products
through retail outlets, general trade and modern trade.
FSN International Private Limited (FSN International')
was incorporated on December 10, 2019 and is a 100% subsidiary of your Company. FSN
International is engaged in the business of selling beauty, wellness, fitness, personal
care, health care, skin care, hair care and other related products on/through e-commerce,
m-commerce, internet, stores, stalls, etc.
FSN International Private Limited has three subsidiaries namely, FSN
Global FZE, Dubai, Nykaa International UK Limited, United Kingdom (UK) and Nessa
International Holdings Limited, UAE.
(i) FSN Global FZE (FSN Global') was incorporated on
June 21, 2020 as the wholly owned subsidiary of FSN International and is engaged in the
business of sale of cosmetics, beauty, personal care, skin care, hair care, beauty and
personal care products and equipment through marketplace model.
(ii) Nykaa International UK Limited (Nykaa International') was
incorporated as the wholly owned subsidiary of FSN International on November 15, 2020 to
engage in the business of sale of cosmetics, beauty, personal care, skin care and hair
care products in UK.
(iii) Nessa International Holdings Limited (Nessa
International') was incorporated on October 05, 2022 and FSN International
acquired its 55% stake on March 02, 2023. Nessa International has not yet commenced its
operations and will undertake an omni-
channel, multi branded beauty retail operation business in the
countries that are part of the Gulf Cooperation Council. For details, kindly refer to
"Strategic Alliance with Apparel Group".
FSN Distribution Private Limited (FSN Distribution')
was incorporated on July 30, 2021 and is a wholly-owned subsidiary of
your Company. FSN Distribution is in the business of selling beauty, hygiene and wellness
products through its distribution network to the wholesalers and retailers using online
and offline channels of sales.
Nykaa-KK Beauty Private Limited (Nykaa-KK Beauty')
was incorporated on July 13, 2018. Your Company entered into a Joint
Venture Agreement with Katrina Kaif, Matrix India Entertainment Consultants Private
Limited and Nykaa-KK Beauty on December 11, 2018 and holds 51% shares in Nykaa-KK Beauty
which is engaged in the business of manufacturing, selling & distribution of Kay
Beauty' products on the online platforms or websites such as e-commerce,
m-commerce, internet as well as through physical stores, stalls, general trade and modern
trade etc.
Dot & Key Wellness Private Limited (Dot & Key') was
acquired on September 28, 2021 and your Company holds 51% shares in it.
Dot & Key is engaged in the business of manufacturing, marketing, branding and sale of
skincare, personal care products and nutraceutical products, including serums, toners,
cleansers, face masks, face creams and meltables.
Nykaa Foundation was incorporated on June 08, 2022 under the
provisions of section 8 of the Companies Act, 2013 (the Act') to achieve CSR
objectives of the Company and / or its subsidiaries and your Company holds 99.93% shares
in it. Nykaa Foundation is involved in undertaking any or all of the permissible CSR
activities set out in Schedule VII of the Act, on behalf of the Company or any other
company / entity as may be legally permissible from time to time, in accordance with the
applicable provisions of the Act, Companies (Corporate Social Responsibility Policy)
Rules, 2014 and other applicable laws, as amended from time to time.
Nudge Wellness Private Limited (Nudge Wellness') was
acquired on June 30, 2022 and your Company holds 60% shares in it. Nudge Wellness is a
nutricosmetics wellness company engaged in the business of manufacturing and selling
dietary supplement products on their website and other e-commerce websites. This
acquisition marked Company's entry into owned brand of dietary supplement and other
nutricosmetics products.
Earth Rhythm Private Limited (Earth Rhythm') became an
associate company on May 04, 2022 with the acquisition of 18.51% stake in it. Earth Rhythm
is a personal care brand which manufactures and sells sustainable/non-toxic beauty
products on their website and other e-commerce websites.
Iluminar Media Private Limited (Little Black Book' or
LBB') was acquired on September 09, 2022 and is a wholly owned subsidiary
of the Company. LBB is engaged in the business of operating a digital platform and mobile
application that serves as a lifestyle guide and recommendations platform. For details,
kindly refer to "Acquisition of Iluminar Media Private Limited (known as Little
Black Book')".
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
("Act") read with the Companies (Accounts) Rules, 2014 and in accordance with
applicable accounting standards, a statement containing the salient features of financial
statements of your Company's subsidiaries and Associate Company in Form No. AOC-1 is
annexed as Annexure-I to this Report.
In accordance with the provisions of Section 136 of the Act and the
amendments thereto, and the Listing Regulations, the audited Financial Statements,
including the consolidated financial statements and related information of the Company and
financial statements of your Company's subsidiaries and joint ventures have been
placed on the website of your Company viz. https://www.nykaa.com/ investor-relations
Your Company has formulated a Policy for determining Material
Subsidiaries. The said policy is available on the website of the Company at
https://www.nykaa.com/media/ wysiwyg/2021/Investors-Relations/pdfs/10-11/Policy-for-
determining-Material-Subsidiary.pdf.
During the year under review, Nykaa E-Retail and FSN Brands were
material subsidiaries of the Company
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under the Listing Regulations, is presented in a separate section, forming part
of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
SEBI vide Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/10 dated February
06, 2017, had recommended voluntary adoption of Integrated Reporting' by the
top 500 listed companies. SEBI has also mandated the requirement of submission of Business
Responsibility and Sustainability Report (BRSR') with effect from the financial
year 2022-23 under Regulation 34(2)(f) of SEBI Listing Regulations.
An Integrated Report intends to give a holistic picture of an
organisation's performance and prospects to the providers of financial capital and
other stakeholders. It is thus widely regarded as the future of corporate reporting. In
line with the global trends on Environmental, Social, and Governance ("ESG"),
your Company continues with its integrated reporting journey in the current fiscal for
comprehensive review of the financial and non-financial factors enabling better assessment
of the Company's long-term perspective. The previous year Integrated Report of the
Company have been well-received by various stakeholders and have been awarded Asia's
best category (first time) at the 8th Asia Integrated Reporting Awards (AIRA).
The AIRA is widely considered the most distinguished accolade for integrated reporting in
the region. The Board acknowledges its responsibility for the integrity of the report and
the information contained therein.
In the previous year, the Business Responsibility Report (BRR) of the
Company was being presented to the stakeholders as per the requirements of Regulation 34
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 describing the environmental, social and governance
initiatives taken by the Company. SEBI vide its Notification dated December 26, 2019 and
consequent amendments carried out to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, has made the Business
Responsibility and Sustainability Report (BRSR) applicable to the top 1000 listed entities
(by market capitalisation) for reporting on a mandatory basis from FY 2022-23.
The BRSR for the year under review, as stipulated under Regulation
34(2)(f) of the Listing Regulations, describing the initiatives taken by your Company from
social and governance perspective, forms an integral part of the Annual Report.
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The audited financial statements of the Company are drawn up, both on
standalone and consolidated basis, for the financial year ended March 31, 2023, in
accordance with the requirements of the Companies (Indian Accounting Standards) Rules,
2015 (Ind-AS) notified under Section 133 ofthe Act, read with relevant Rules and other
accounting principles. The Consolidated Financial Statement has been prepared based on the
financial statements received from subsidiaries and associate company, as approved by
their respective Board of Directors.
CORPORATE GOVERNANCE
Your Company embeds sound Corporate Governance practices and constantly
strives to adopt emerging best practices. It has always been the Company's endeavour
to excel through better Corporate Governance and fair and transparent practices. A Report
on Corporate Governance forms part of this Report as Annexure-II.
M/s. S. N. Ananthasubramanian & Co., Company Secretaries, the
Secretarial Auditor of the Company vide their certificate dated May 23, 2023, have
confirmed that the Company is and has been compliant with the conditions stipulated in the
chapter IV of the Listing Regulations. The said certificate is annexed as Annexure-III to
this Report.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 in Form MGT - 7
in accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to
time and the Companies (Management and Administration)
Rules, 2014, will be made available on the website of the Company at
https://www.nykaa.com/investor-relations.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the
Act, with respect to Directors' Responsibility Statement,
the Directors of the Company confirm that:
(a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards had been followed and there are no material
departures from the same;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profits of the Company for the year ended on that date;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
AUDITORS AND THEIR REPORT
(i) Statutory Auditors
M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm
Registration No. 101049W/ E300004), were re-appointed as Statutory Auditors of the Company
at the 9th AGM of the Company held on September 29, 2021, to hold office till
the conclusion of the 14th AGM to be held for the FY 2025-26.
In terms of Section 139 and 141 of the Act and relevant Rules
prescribed thereunder, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants has
confirmed that they are not disqualified from continuing as Auditors of the Company. The
Auditors have also confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants ofIndia (ICAI) and hold a valid certificate
issued by the Peer Review Board of the ICAI.
The Auditors have issued an unmodified opinion on the Financial
Statements for the financial year 2022-23 and the Auditor's Report forms part of this
Annual Report.
(ii) Secretarial Auditor
In terms of the provisions of Section 204 of the Act read with Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, your Company has appointed M/s. S. N.
Ananthasubramanian & Co., Company Secretaries, as Secretarial Auditor to conduct
Secretarial Audit of the Company for FY 2022-23.
Further, in compliance of Regulation 24A of the Listing Regulations,
Company's unlisted material subsidiaries also undergo Secretarial Audit and the
Secretarial Audit Reports of the Company and its unlisted material subsidiaries thereto in
the prescribed Form No. MR-3 is attached as Annexure-IV, IV(A) and IV(B) forming
part of this Report. The same are also available on the website of the Company.
The Secretarial Audit Report of the Company and its unlisted material
subsidiaries does not contain any qualification, reservation, adverse remark or
disclaimer.
disclosures in terms of the provisions of the act & the listing
regulations
A. Board of Directors ("Board")
(i) Number of meetings
The Board met 9 (Nine) times during the year under review. The details
of such meetings are disclosed in the Corporate Governance Report forming part of this
Annual Report.
The maximum interval between any two meetings did not exceed 120 days,
as prescribed by the Act.
(ii) Director retiring by rotation
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Milan Khakhar, Non-Executive Director and Ms. Adwaita
Nayar, Executive Director, are due to retire by rotation at the ensuing Annual General
Meeting and being eligible, have offered themselves for re-appointment. The Board of
Directors on the recommendation of the Nomination and Remuneration Committee
("NRC") has recommended their re-appointment.
Resolution seeking their re-appointment along-with their profile as
required under Regulation 36(3) of the Listing Regulations forms part of the Notice of
Eleventh Annual General Meeting.
(iii) Board evaluation
In sync with Nykaa value of "Be Better Everyday", the
Nomination and Remuneration Committee / Board of Directors reviewed the Board evaluation
framework and process for the financial year 20222023 to further strengthen the criteria,
parameters and sharpness of rating/feedback for Board, its Committees & individual
Board Members.
Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination and Remuneration Committee,
has formulated a framework containing, inter alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors. The framework is monitored, reviewed and updated by the
Board, in consultation with the Nomination and Remuneration Committee, in accordance with
the new compliance requirements.
The annual performance evaluation of the Board, its Committees and each
Director has been carried out for the financial year 2022-23 in accordance with the
framework. The details of evaluation process of the Board, its Committees and Individual
Directors, including Independent Directors have been provided under the Corporate
Governance Report which forms part of this Report.
The Policy on Board ofDirectors' Evaluation Framework can be
accessed at: https://www.nykaa.com/media/ wysiwyg/2021/Investors-Relations/pdfs/10-11/
Board-of-Directors-Evaluation-Framework.pdf
(iv) Declaration of independence
The Company has received necessary declaration from each Independent
Director ofthe Company stating that:
(i) they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and
(ii) as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 they have registered their names
in the Independent Directors' Databank maintained by the Indian Institute of
Corporate Affairs.
Based on the declarations received from the Directors, the Board
confirms, that the Independent Directors fulfil the conditions as specified under Schedule
V of the Listing Regulations and are independent of the management.
(v) Familiarisation programme for Independent Directors
Disclosure pertaining to familiarisation programme for Independent
Directors is provided in the Corporate Governance Report forming part ofthis Annual
Report.
B. Committees of the Board
The Board has constituted five committees which are mandated by the Act
and the Listing Regulations, viz. Audit Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, Risk Management Committee and Corporate Social
Responsibility & Environmental, Social, and Governance Committee. In addition to the
said committees, the Board has also constituted Fundraise and Investment Committee.
Details of all the committees, along with their charters, composition
and meetings held during the year, are provided in the Corporate Governance Report forming
part of this Annual Report.
C. Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the following are the Key Managerial Personnel of the Company:
(a) Ms. Falguni Nayar - Executive Chairperson, Managing Director and
Chief Executive Officer;
(b) Mr. P. Ganesh - Chief Financial Officer (appointed w.e.f. February
03, 2023); and
(c) Mr. Sujeet Jain - Chief Legal and Regulatory Officer, Company
Secretary and Compliance Officer (appointed w.e.f. February 14, 2023).
Mr. Arvind Agarwal resigned as the Chief Financial Officer with effect
from close of business hours on November 25, 2022 and Mr. Rajendra Punde resigned from the
position of Company Secretary and Compliance Officer with effect from close of business
hours on February 13, 2023. The Board places on record its appreciation towards their
valuable contribution and guidance during their respective tenure.
D. Remuneration of Directors and Employees
Disclosure comprising particulars with respect to the remuneration of
directors and employees and other details, as required to be disclosed in terms of the
provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-V to this
Report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of
remuneration drawn and names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1)
ofthe Act, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. Any member interested in obtaining such information may write to
the Company Secretary or e-mail at nykaacompanysecretary@nykaa.com.
Your Company has adopted Remuneration Policy for Directors, Key
Managerial Personnel and other Employees' which sets out criteria for the
remuneration for Directors, Key Managerial Personal (KMP') which can be
accessed at: https://www.nykaa.com/ media/wysiwyg/2021/Investors-Relations/pdfs/10-
11/Remuneration-Policy-for-Directors-KMP-and-
other-employees.pdf
E. Vigil Mechanism/Whistle-Blower
Your Company believes in conduct of the affairs of its business in a
fair and transparent manner by adopting highest standards of honesty, integrity,
professionalism, and ethical behavior. Your Company has established a Vigil
Mechanism/Whistle-Blower Policy ("Policy") in accordance with the provisions of
the Companies Act, 2013 and the Listing Regulations with a view to provide a platform and
mechanism for Employees, Directors and other stakeholders of the Company to report actual
or suspected unethical behaviour, fraud or violation of the Company's Code of
Conduct, ethics, principles and matters specified in the policy without any fear of
retaliation, and also provide for direct access to the Chairperson of the Audit Committee
as the case may be, in exceptional cases.
Employees and other stakeholders are encouraged to report actual or
suspected concerns or violations of applicable laws and regulations and the Code of
Conduct. Such genuine concerns or violations are called Protected Disclosures'
which can be raised by a Whistle-Blower to "Speak-up Helpline" (an external
independent agency or agencies appointed by the Company to receive and attend to the
Protected Disclosures through toll-free number / e-mail / web portal), established in
terms of the Policy.
The Company affirms that in compliance with the Whistle-Blower
Policy/Vigil Mechanism no personnel had been denied access to the Audit Committee. The
policy is available on the Company's website and can be accessed at:
https://www.nykaa.com/media/ wysiwyg/2021/Investors-Relations/pdfs/10-11/
Whistle-Blower-Vigil-Mechanism-Policy 2023.pdf
F. Corporate Social Responsibility ("CSR")
At Nykaa, our vision is to bring inspiration and joy to people
everywhere, everyday. This commitment, strengthened by our Mission and six core Values,
forms the DNA of our CSR agenda. From our founding days, giving back has been part of
ourjourney. Over the years we have made strong strides with consistent efforts and a focus
on vulnerable communities, especially underprivileged women and children. We aim to be an
ally that inspires positive change in people and their communities as we believe this will
go a long way in building a more inclusive India.
The Company through its CSR programme aims to be a champion of
authentic self-expression and meaningfully impact communities. Driving Empowerment and
Inclusion for all forms the crux of our CSR philosophy, including the communities our
business operates in, the socially and economically marginalised, as well as the society
at large. By laying a CSR foundation that seamlessly aligns with its social voice and
business behaviour, the company ensures
its efforts towards programmes that are meaningful, scalable,
sustainable and timeless.
While the Ministry of Corporate Affairs has spelt out the CSR
activities under Schedule VII to the Companies Act, 2013 (the Act'), in order
to build focus and have a more impactful execution - with a view to make a difference -
Company's focus areas for CSR are as follows:
Upliftment and mentoring of vulnerable age groups
Education, skilling & entrepreneurship
Access to healthcare
Sustainability and environmental responsibility
Over and above these, from time to time, on need and criticality basis
the Company will review additional CSR activities which are prescribed under Schedule VII
of the Act, such as:
Contribution to Government's various relief funds
Support armed forces welfare
Support to research & technology
Protection of national heritage
Promote sports
The Company has in place a CSR policy in line with Section 135 read
with Schedule VII of the Act. The objective of CSR policy of the Company is to lay down
the guidelines and mechanism to carry out CSR projects/programmes by the Company and to
report its CSR efforts in the format provided by the rules under the Act.
During the year under review, Nykaa Foundation was incorporated under
the provisions of Section 8 of the Act to achieve CSR objectives of the Company and / or
its subsidiaries. Nykaa Foundation is involved in undertaking CSR activities, on behalf of
the Company or any other company / entity as may be legally permissible from time to time.
Through Nykaa Foundation, the Company along with its subsidiaries namely, Nykaa E-Retail
and Nykaa-KK Beauty has undertaken the following CSR projects in FY 2022-23:
(a) Project Labour Net (Sambhav Foundation):
Project Labour Net is an effort towards bringing more young women into
the mainstream workforce by making them skilled beauty professionals. These young women,
hailing from low-income communities have the ambition to become independent and
contributing members of society but at times lack the right opportunities to do so. With
two centres in Bengaluru and Guwahati each fully equipped with beauty stations for
practical sessions, this project is providing months-long beginners training and
internship to women who will then go on to work at beauty salons in local neighbourhoods,
unlocking a new career for more than 400 women to explore and grow into.
(b) Nykaa Chair in Consumer Technology implemented by IIM-A: Nykaa
has joined hands with IIM-A Endowment Fund to set up the Nykaa Chair in Consumer
Technology. This three-year program has its focus on research and education to promote the
scientific practice of marketing, and present insights on the impact of digital, social,
and mobile technologies on business models, customer behaviour, and social changes at
large facilitate incorporation of AI and machine learning insights in a disrupted
marketplace. The chair also looks at deploying economic and statistical models to measure
the role of the Internet and new media on consumer and firm behaviour besides
understanding the privacypreserving future of digital advertising.
(c) Rangeet (Adiwasi Sewa Sanstha): In partnering with an
innovative impact-led organization like Rangeet, Nykaa attempted to teach children aged
7-16 a holistic approach to looking at the world around us through a mobile app featuring
a play-based Social, Emotional and Ecological Knowledge (SEEK) curriculum, with the aim to
help children become better learners and support their wellbeing, agency and global
stewardship. The app bolsters existing academic curricula and acts as a bridge towards
achieving government education objectives of holistic learning.
(d) Slum Soccer - Krida Vikas Sanstha: Nykaa supported Krida Vikas
Sanstha's (Slum Soccer) to help 50 at-risk underprivileged youth to represent India
at 20th Edition of the H omeless World Cup in Sacramento, USA 2023. The 50
players/ youth are the potential game changers who come from slum/impoverished communities
from different states - Jharkhand, Delhi, Maharashtra, Karnataka, Tamil Nadu,
Chhattisgarh, Gujarat to name a few. While 18 of them are representing the India squad,
all the players/youth had undergone two specially designed training programs aimed to
equip them with skills, knowledge, mindset and confidence, determination and motivation to
bring a sustainable change in the community by using the power of football.
(e) Anushkaa Foundation (for eliminating Club Foot): Aligning with
"Rashtriya Bal Swasthya Karyakram" (RBSK), an important initiative "aiming
at early identification and intervention for children from birth to 18 years to cover 4
D's viz., Defects at birth, Deficiencies, Diseases, Development delays
including disability". Anushkaa Foundation for Eliminating Clubfoot (AFEC) in 100
children across India in 2023 focuses on skilling doctors and developing them as Ponseti
Method Trained Practitioners, Medical Trainers and providing Supportive Supervision. The
Ponseti Method is an effective, inexpensive, minimally invasive form of treatment, well
suited
to low resource settings. It is considered as the gold standard
treatment for clubfoot.
(f) Indian Deaf Cricket Association: Support by way of sponsorship
to the Indian Deaf Cricket Association' (IDCA) for Women's 4th
T-10 National Cricket Championship for Deaf. Indian Deaf Cricket Association (IDCA)
continuously works on development, training, and promotion of Differently Abled Cricket
especially Deaf Cricket in the country and has a strong network of 20 State Deaf Cricket
Associations. Through this endowment, we intended to provide a unique opportunity for
talent from underprivileged backgrounds to excel in the field of disability sport.
A brief outline of the CSR Philosophy, salient features of the CSR
Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23
together with progress thereon and the report on CSR activities in the prescribed format,
as required under Section 134(3)(o) read with Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure-VI to
this Report and the CSR Policy can be accessed using the link
https://www.nykaa.com/media/wysiwyg/2021/ Investors-Relations/pdfs/10-11/CSR-Policy.pdf.
G. Employee Stock Option Scheme and Share Based Employee Benefits
Your Company grants employee stock options that would enable the
employees to share the value they create for the Company in the years to come.
Accordingly, pursuant to the approval of Board and shareholders of the Company and in
terms of the provisions of applicable laws, your Company has instituted Employees Stock
Options Scheme - 2012 ("ESOS 2012") and FSN Employees Stock Scheme - 2017
("ESOS 2017") for grant of stock options to eligible employees.
Further, during the year under review, based upon the recommendation of
the Nomination and Remuneration Committee, the Board of Directors on October 03, 2022 and
the Shareholders of the Company vide special resolutions passed through postal ballot on
November 02, 2022, had approved the implementation of "FSN E-Commerce Ventures
Limited - Employee Stock Option Plan 2022" ("ESOP 2022") and FSN E-Commerce
Ventures Limited - Employee Stock Unit Plan 2022 ("Stock Unit Plan 2022") to
motivate, incentivize, and reward the eligible employees of the Company and its
Subsidiaries.
Consequently, as on the date of this report, your Company has four
operative schemes / plan, namely, ESOS 2012, ESOS 2017, ESOP 2022 and Stock Option Plan
2022 (collectively referred to as "ESOP & RSU Schemes").
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the ESOS & RSU Schemes, in
accordance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). During the year
under review, there is no material change in the ESOS & RSU Schemes, and they are in
compliance with the provisions of SEBI SBEB Regulations and other applicable provisions of
law.
During the financial year 2022-23, 42,000 Stock Options under ESOS
2012, 31,47,100 Stock Options under ESOS 2017 and 7,60,000 Stock Options under ESOP 2022
were issued to eligible employees. As on March 31, 2023, 660 Stock Options under ESOS
2012, 32,900 Stock Options under ESOS 2017 and 88,40,000 Stock Options under ESOP 2022 and
24,00,000 Stock Units under Stock Unit Plan 2022 are outstanding.
The applicable disclosures as stipulated under Regulation 14 of SEBI
SBEB Regulations with regard to the ESOP & RSU Schemes of the Company are available on
the website of the Company and weblink for the same is https://www.nykaa.com/media/
wysiwyg/2021/Investors- Relations/pdfs/annual-
report/22-23/SEBI-ESOP-Disclosure-2022-23.pdf.
A certificate from M/s. S. N. Ananthasubramanian & Co., Company
Secretaries, the Secretarial Auditor of the Company, confirming that the aforesaid ESOP
& RSU Schemes have been implemented in accordance with the SEBI SBEB Regulations, will
be open for inspection at the ensuing Eleventh Annual General Meeting.
H. Investor Education and Protection Fund (IEPF')
Transfer of unclaimed/unpaid amount to the Investor Education and
Provident Fund' has been covered in the Corporate Governance Report forming of the
Annual Report.
I. Related Party Transactions
All transactions with related parties were reviewed and approved by the
Audit Committee and are in accordance with the Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions and the Related Party
Framework, formulated and adopted by the Company. An omnibus approval from the Audit
Committee is obtained for the related party transactions which are unforeseen in nature.
All contracts/arrangements/transactions entered into by the Company
during the year under review with Related Parties were in the ordinary course of business
and on arm's length. During the year under review, the Company had not entered into
any contract/ arrangement/ transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions or which is required to be reported in
Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no
transactions that are required to be reported in Form AOC-2.
The Company's Policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions is available on the website of the Company
at https://www.nykaa.com/media/wysiwyg/2021/
I nvestors-Relations/pdfs/10-11/Related-Party- Transaction- Policy.pdf.
The details of the related party transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Note 44 to the Standalone Financial Statement of
the Company. The Company in terms of Regulation 23 of the Listing Regulations submits
within the stipulated time from the date of publication of its standalone and consolidated
financial results for the half year, disclosures of related party transactions on a
consolidated basis, in the specified format to the stock exchanges. The said disclosures
can be accessed on the website of the Company at https://www.nykaa.com/
stock-exchange-fi lings.
J. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Considering the nature of business of your Company, the particulars
with respect to conservation of energy and technology absorption required as per Section
134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not
applicable to the Company.
The foreign exchange earnings and outgo are as below:
Particulars |
2022-23 |
2021-22 |
Earnings in Foreign Exchange |
Nil |
Rs 15.69 million |
Expenditure in Foreign Exchange |
Rs 139.63 million |
Rs 271.66 million |
K. Risk Management
Risk Management is integral to your Company's strategy and for the
achievement of our long-term strategic goals. Our success as an organisation depends on
our ability to identify and leverage the opportunities while managing the risks.
At Nykaa, while we scan the business horizon to evaluate potential
business opportunities, we also continuously monitor the internal and external environment
to identify, assess and mitigate potential and emerging risks that may adversely harm or
threaten the achievement of our strategic objectives.
Your Company has a risk management framework that supports decision
making across various levels across the enterprise while being designed to proactively
identify, assess and mitigate risks.
These levels form the strategic defence cover of your Company's
risk management with an organisational structure for managing and reporting on risks.
Furthermore, the Enterprise Risk Management (ERM') Governance Structure of your
Company identifies the key internal stakeholders responsible for creating, implementing
and sustaining ERM in the organisation.
The Board, through a dedicated Risk Management Committee (RMC),
provides an effective oversight of the ERM framework including the processes for the
identification, evaluation and management of material risks including emerging risks, and
regularly reviews the effectiveness of risk treatment or mitigation actions implemented to
reduce the exposure as also the quantum of residual risk to ensure it is within the
overall risk appetite of the enterprise.
Our approach to risk management is designed to provide reasonable
assurance that our assets are safeguarded, the risks facing the business are being
assessed and mitigated and all information that may be required to be disclosed is
reported to Company's Senior Management, the Audit Committee, the Risk Management
Committee and the Board.
The Company endeavours to continually strengthen its Risk Management
systems and processes in line with a rapidly changing business environment. There are no
risks which in the opinion of the Board threaten the existence of the Company. Details of
various risks faced by your Company are provided in the Management Discussion &
Analysis Report.
Your Company has framed and implemented a Risk Management Policy in
terms of the provisions of Regulation 21 of the Listing Regulations, for the assessment
and minimisation of risk, including identification therein of elements of risk, if any,
which may threaten the existence of the Company. The policy can be accessed at
https://www.nykaa.com/ media/wysiwyg/2021/Investors-Relations/pdfs/10-
11/Risk-Management-Policy-v1.pdf
L. Internal Financial Control
According to Section 134(5)(e) of the Act the term Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The Act also mandate the need for an
effective Internal Financial Control system in the Company which should be adequate and
shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires
the information regarding adequacy of Internal Financial Controls with reference to the
financial statements to be disclosed in the Board's report.
The Company has adequate Internal Financial Control System over
financial reporting ensuring that all transactions are authorised, recorded, and reported
correctly in a timely manner to provide reliable financial information and to comply with
applicable accounting standards which commensurate with the size and volume of business of
the Company.
The key internal financial controls have been documented, automated
wherever possible and embedded in the respective business processes. Assurance to the
Board on the effectiveness of internal financial controls is obtained through 3 Lines of
Defence which include:
(a) Management reviews and self-assessment;
(b) Continuous controls monitoring by functional experts; and
(c) Independent design and operational testing by the external
professional firm.
The Company believes that these systems provide reasonable assurance
that the Company's internal financial controls are adequate and are operating
effectively as intended. During the year under review, such controls were tested by the
Statutory Auditors of the Company and no material weaknesses or significant deficiencies
in the design or operations were observed and reported by the Statutory Auditors. Details
of the internal controls system are provided in the Management Discussion & Analysis
Report.
M. Policy on Directors' Appointment and Remuneration
In terms of Section 178 of the Act and Regulation 19 of the Listing
Regulations, the Board of your Company, on recommendation of the Nomination and
Remuneration Committee (NRC'), had adopted a "Remuneration Policy for
Directors, Key Managerial Personal (KMP') and other employees"
(Remuneration Policy') and "Policy on Board Diversity".
The Company's Remuneration Policy is directed towards designing
remuneration so as to attract, retain, and reward talent who will contribute to longterm
success of the Company and build value for its shareholders. Objective of Board Diversity
Policy is to ensure that the Board is fully diversified and comprises of an ideal
combination of Executive and Non-Executive Directors, including Independent Directors,
with diverse backgrounds.
The salient features of the policies are outlined in the Corporate
Governance Report and the policies are made available on the Company's website, which
can be accessed using the link https://www. nykaa.com/policies.
N. Particulars of Loans, Guarantees and Investments
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security
provided is proposed to be utilised by the recipient are provided in the Standalone
Financial Statement (Refer Note 8, 9, 17 and 45B to the Standalone Financial Statement).
O. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
In compliance with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder,
your Company has adopted a Prevention of Sexual Harassment Policy for the prevention of
sexual harassment and constituted Internal Complaints Committee (ICC) to deal with
complaints relating to sexual harassment at workplace. For details, kindly refer to
relevant disclosures in the Corporate Governance Report which forms part of the Annual
Report 2022-23.
P. Environment & Safety
Your Company is conscious of the importance of environmentally clean
and safe operations and has framed and adopted Health, Safety and Environment (HSE) Policy
which can be accessed at https://www. nykaa.com/media/wysiwyg/2021/Investors-Relations/
pdfs/10-11/Nykaa-Health-Safety-and-Environment- Policy.pdf. The Company's policy
requires conduct of operations in such a manner, so as to ensure safety of all concerned,
compliances of environmental regulations and preservation of natural resources.
Your Company is committed to the highest standards of health, safety
and environment practices within the organisation and the extended areas within our
influence, with an aim to provide safe and healthy working environment to our employees,
customers, business partners, suppliers and visitors.
During the year under review, the Company continued its waste
management efforts through various environment friendly measures i.e., use of eco-friendly
packaging material, recycling of plastic waste and redesigning packaging to reduce plastic
waste. Scrap disposal is in line with industry benchmarks.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events on these items during
the year under review:
There was no change in the nature of business of your Company as
stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.
Details relating to deposits covered under Chapter V of the Act
since your Company has not accepted any deposits from the public falling under Section 73
of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
No significant or material orders were passed by the Regulators
or Courts or Tribunals, which impact the going concern status and Company's
operations in future.
Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except Employees' Stock Options Schemes and
Bonus Issue referred to in this Report.
No fraud has been reported by the Auditors to the Audit
Committee or the Board.
There is no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the FY 2022-23.
The Company has not made any one-time settlement for the loans
taken from the Banks or Financial Institutions, therefore, the same is not applicable.
Your Company has not issued Equity Shares with differential
rights as to dividend, voting or otherwise; and
Your Company has not raised funds through preferential allotment
or qualified institutions placement as per Regulation 32(7A) of the Listing Regulations.
SECRETARIAL STANDARDS
During the year under review, your Company has complied
with the Secretarial Standards 1 and 2 on meetings of the
Board of Directors and on General Meetings, respectively,
issued by the Institute of Company Secretaries of India and
notified by the Ministry of Corporate Affairs, in terms of Section
118(10) of the Act.
MAINTENANCE OF COST RECORDS
Your Company is not engaged in the business of production of goods or
providing of services as specified in Rule 3 of the Companies (Cost Records and Audit)
Rules, 2014 ("Rules"). Accordingly, the requirement of maintaining cost records
in accordance with Section 148(1) of the Act read with the Rules is not applicable to the
Company for the period under review.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the
assistance, co-operation and encouragement extended to the Company by the Company's
customers, business partners, brands, bankers and other stakeholders.
The Directors take this opportunity to place on record their warm
appreciation for the valuable contribution, untiring efforts and spirit of dedication
demonstrated by the employees and officers at all levels, in ensuring an excellent
all-around operational performance. We applaud them for their superior levels of
competence, solidarity, and commitment to the Company. The Directors would also like to
thank the shareholders for their wholehearted support and contribution. We look forward to
their continued support in future.
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