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The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 6 of the Act. There is no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.
The Policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole and the Board Committees and individual Directors shall be carried out annually.
Your Company has appointed a reputed agency that engages with the Chairman of the Board and Chairman of the Nomination and Remuneration Committee in respect of the evaluation process. During the year, the evaluation cycle was completed by the Company which included the evaluation of the Board as a whole, Board Committees and individual Directors.
The evaluation process focused on various aspects of the Board and Committees'' functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties, obligations and governance issues. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and exercise of independent judgment. The results of the evaluation of the Board and Committees were shared with the Board and respective Committees.
The Chairman of the Board had individual discussions with each member of the Board to discuss the performance feedback based on self-appraisal and peer review. Based on the outcome of the evaluation, the Board and Committees have agreed on various action points, which would result in each Director, its Committees and the Board playing more meaningful roles to increase shareholder value.
A calendar of proposed dates for meetings is prepared and circulated in advance to the Directors. The Board met five times during the year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. Your Company aims to provide a safer and better quality of life for the communities it serves, whilst ensuring the long-term sustainability of the.
Eklavya: Strengthening skills in the automotive and industrial sectors, with a focus on technology. Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorisation and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safe-guarded against significant misuse or loss.
An independent Internal Audit function is an important element of your Company''s internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.
The Audit Committee reviews the Policy from time to time and also approves and reviews all Related Party Transactions, to ensure that the same are in line with the provisions of applicable law and the Policy.
The Committee approves the Related Party Transactions and wherever it is not possible to estimate the value, approves limit for the Financial Year, based on best estimates. All Related Party Transactions are reviewed by an independent accounting firm to establish compliance with law and limits approved. Particulars of loans, guarantees and investments made by your Company pursuant to Section of the Act, are given in the Notes to the Financial Statement which forms part of the Annual Report.
The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, as required to be disclosed under the Act, are provided as Annexure-V. There has been no qualification, reservation or adverse remark given by the Auditors in their Report. I n accordance with Section of the Act, listed companies cannot appoint or re-appoint the auditor for more than two terms of five consecutive years, if the auditor is an audit firm.
Existing companies, which are covered under auditor rotation requirement, should comply with these requirements within three years from the date of commencement of the Act. The qualification made by the Secretarial Auditor in the Secretarial Audit Report is pertaining to non-appointment of Company Secretary within the statutorily permitted period of six months from the vacancy of office of the whole-time Key Managerial Personnel pursuant to Section 4 of the Companies Act, for which your Company has filed a suo-moto application for compounding of the contravention of said provision of the Act before the Hon''ble National Company Law Tribunal, Mumbai Bench.
Your Board has appointed Ms. Chandana Dhar as Company Secretary with effect from 12 January As per the provisions of Section of the Act, the Report and Financial Statement are being sent to the shareholders of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the Registered office of the Company during the designated working hours up to 21 days before the Annual General Meeting. Any Member interested in obtaining such details may also write to the Secretarial Department at the Registered Office of the Company.
Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviours. Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.
Your Company has a Sexual Harassment -Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved.
During the year there was one complaint of sexual harassment that was reported which was reviewed by the Internal Complaints Committee. Pursuant to the review, disciplinary action was taken against the employee accused of sexual harassment. Your Company has not resorted to any buy back of its shares during the year under review. Neither the Managing Director nor the Whole time Directors of your Company receive any remuneration or commission from any of its subsidiaries.
The Board also wishes to thank its members, distributors, vendors, customers, bankers, government and all other business associates for their support during the year. Dec 31, Dear Members, Report of the Directors to the Shareholders of the Company in respect of the year ended 31st December, Despite the challenging economic environment, its the performance of personal mobility brands which has helped your Company to improve its unit gross margins and gross profit.
Operating and other expenses increased by about Rs. The Company''s performance has been discussed in detail in Management Discussion and Analysis Report. The Interim Dividend of Rs.
The Final Dividend, subject to approval of members, will be paid within statutory period, to the members whose names appear in the Register of Members, as per the book closure. The total dividend for the financial year, including the proposed Final Dividend, amounts to Rs. The Company also returned Rs. Jayanta Chatterjee was appointed as an Additional Director with effect from 30th October, Chatterjee was also appointed as Whole-time Director, designated as ''Director - Supply Chain'' with effect from 30th October, His appointment has been put up for approval of Members of the Company through Postal Ballot and approval of Central Government is also being obtained.
Datta, Mr. Gopalakrishnan and Mr. Uday Khanna were appointed as Independent Directors for a period of 5 years from 1st October, and shall not be liable to retire by rotation. Ravi Kirpalani and Mr. Peter Weidner retire by rotation and being eligible, offer themselves for re-appointment.
LLP, Chartered Accountants, due to internal restructuring. A certificate from them has been received, to the effect that their appointment as Statutory Auditors of the Company, if made, would be in accordance with the provisions of Sections and of the Companies Act, and rules framed thereunder. Nil c Impact of Measures at a and b above for reduction of energy consumption and consequent impact on the cost of production of goods.
The improvement measures have led to efficient use of energy and optimization in the production per unit cost. Your Company continues to derive sustainable benefits from its India Technology Centre located in Mumbai. The year was yet another year where your Company''s product development capability helped the business meet pressing consumer needs, partner closely with its customers and leverage strengths of its global affiliates to meet the needs of the local market.
In the year under review, your Company continued its investment in a world-class two-wheeler oil product development team, based out of the India Technology Centre to support the needs of the domestic and global market.
To enable this team in its work, your Company further added state-of- the-art test rigs specific to two-wheeler engine oil development. This has helped us to study friction properties and screen candidates for further engine trials. It not only helps us develop differentiation, but also hastens the product development cycle.
With Intelligent Molecules that cling and protect, Castrol Magnatec is an engine-oil for cars with a unique proposition. But with unique requirements of city driving with multiple start and stops in a journey; Castrol embarked on a journey to launch a custom made oil for driving in these conditions - yet fulfilling the Magnatec promise of cling and protect. This was a first ever co-engineering project with this important passenger car OEM with dominant market share in the domestic market that resulted in Castrol being the only oil marketer to supply oil that optimized fuel efficiency performance, while maintaining engine protection.
This product is extensively tested for durability and fuel efficiency in Tata Motors gasoline and diesel cars. This is also the only and first lubricant to be approved for the Tata new generation "Revotron Series of Engine" with optimized fuel efficiency performance while maintaining engine protection.
India, where the hub and spoke model plays a key role in its supply chain - has a large number of ultra-light commercial vehicles. To cater to this unique demand - where the engine is constantly under stress - your Company developed and launched Castrol CRB Mini Truck - specifically designed and locally tested for these vehicles. Building capability within to sell the technologically superior products developed by your Company is a critical link to ensure our customers understand the superior value they are getting when they purchase our products.
This year your Company launched the virtual engine training program to bring multiple locations together using virtual reality platform. This created a huge impact in the market wherein the benefits of our products could be technically explained to the customers.
Your Company invests in creating a state-of-the- art semi replica of the liquid engineering centre at our key customer - Maruti Suzuki India Ltd. Another major milestone that was achieved in the year was the renewal of the ISO and certification for the India Technology Centre.
Both these certifications are effectively a license-to-operate today for a reputed organization such as your Company. The ISO assures the management of your Company that the operations of the Centre continue to be streamlined and efficient. The ISO certification is a mark of your Company''s commitment to the customer and shareholder to be environmentally responsible and to adopt sustainable business practices.
Magnatec 5W Stop Start with intelligent molecules that give you instant protection from the moment you start - every time you start. Magnatec Professional A1 5W c. CRB Mini Truck - to cater to the fast growing category of mini trucks d. SF RP - a mid-flash rust preventive for tube industry e. Optigear MX - for wind turbines ii New products and offers for Original Equipment Manufacturers OEM''s : Your Company has been successful in obtaining endorsement for fuel efficient products from two of the leading car manufacturers viz.
This will also ensure a strong security of supply in case of any crisis. It also helped your Company in forging new partnerships with OEM''s and demonstrating its technical superiority. C Future plan of action Innovation is a journey and your Company is well placed to ensure that it continues to maintain a strong track record in this field.
Your Company will continue its focus on generating fuel efficient products for its consumers, strengthening its synthetic technology based portfolio and working on the state-of-the-art technologies of modelling to fast track product development cycles. Activities relating to Export There were no significant exports by the Company during the year. Earning and Outgo Members are requested to refer to note Nos.
In terms of Section 1 b iv of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office address. Despite the challenging economic environment, a pro-active margin management strategy helped your Company to improve its unit gross margin and gross profit. The Directors have recommended payment of Final Dividend of Rs. The dividend, if approved by the Members will be paid to all the eligible Members and reduction in share capital from Rs.
The said Reduction of Share Capital became finally effective on 20th January, upon obtaining the Certificate of Registration of Order and minutes of reduction of Capital from Registrar of Companies, Maharashtra, Mumbai. The Board places on record its appreciation of the contributions made by them during their respective tenures on the Company''s Board as Directors of the Company.
Ravi Kirpalani was appointed as a Whole-time Director designated as Managing Director of the Company for the period of 5 years effective from 27th April, , subject to the approval of the Members.
An abstract and memorandum of interest under Section of the Act, was sent to the Members of the Company. Rashmi Joshi was appointed as Additional Director effective from 1st August, In accordance with the provisions of Section of the Companies Act, the Act and Article a of the Company''s Articles of Association, she will cease to hold this office at the forthcoming Annual General Meeting and is eligible for re-appointment.
Rashmi Joshi is also appointed as the Whole-time Director designated as ''Director - Finance'' of the Company for a period of 5 years with effect from 1st August, , subject to the approval of the Members and the Central Government. Pursuant to Section of the Companies Act, , notice has been received from a Member, together with necessary deposit, proposing the appointment of Ms. Rashmi Joshi as a Director retiring by rotation on the Board of the Company.
Datta and Mr. Uday Khanna retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 1 B of the Companies Act, and that they are not disqualified for re-appointment within the meaning of Section of the said Act. The said appointment has also been filed in the prescribed format with the Central Government.
The Cost Auditors had certified that their appointment was within the limits of Section 1 B of the Act. Create screener. Just getting started? My Screeners. Custom Parameters. All in One Screener. All Superstar Investors. Create a Superstar Alert. Your Portfolio. Sell Transactions. How good are your current hold decisions? How good were your sell decisions?
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