DEAR SHAREHOLDERS,
Your Board of Directors are pleased to present the 63rd
Annual Report on business and operations of the Company along with the Audited Financial
Statements of your Company for the financial year ended 31 March, 2024.
FINANCIAL PERFORMANCE
The Audited Financial Statements of your Company as on 31 March, 2024,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarised financial highlight is depicted below:
(' in Crores)
Particulars |
Standalone |
Consolidated |
Year ended |
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Revenue from operations |
5,674.32 |
5873.89 |
6,419.77 |
5,774.06 |
PBDIT |
997.54 |
774.84 |
1,074.37 |
771.83 |
Less: Finance cost |
126.20 |
53.41 |
180.78 |
53.41 |
PBDT |
871.34 |
721.43 |
893.59 |
718.42 |
Less: Depreciation |
150.53 |
136.60 |
217.26 |
136.74 |
PBT |
720.81 |
584.83 |
676.33 |
581.68 |
Tax expense |
187.52 |
140.74 |
185.22 |
139.49 |
PAT |
533.29 |
444.09 |
491.11 |
442.19 |
Earnings Per Equity Share (FV Re. 1/- Per Sh.) (EPS) (in
') |
14.13 |
11.76 |
13.00 |
11.70 |
There are no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year and the date of this report.
Previous year's figures have been regrouped/ re-arranged
wherever necessary.
There has been no change in nature of business of your Company.
PERFORMANCE OVERVIEW Standalone Basis
Your Company's FY 2023-24 EBITDA was ' 998 Crores as against ' 775
Crores in the previous year. PAT for the year was ' 533 Crores, as against previous year's
PAT of ' 444 Crores.
Carbon Black
Your Company's carbon black segment EBIT in FY 2023-24 was at ' 897
Crores as compared to ' 699 Crores in FY 2022-23, which is an increase by ' 198 Crores due
to higher volume, change in product mix and operational efficiencies.
Power
Your Company's power segment revenue (excluding inter segment revenue)
in FY 2023-24 was at ' 163 Crores as compared to ' 142 Crores in FY 2022-23, which is an
increase by ' 21 Crores due to higher sales volume as well as better realisation.
PCBL (TN) Limited Performance Summary
Your Company's subsidiary PCBL (TN) Limited during FY 2023-24 sold
49,830 MT of Carbon Black. Revenue from operations (excluding inter segment revenue)
during FY 2023-24 was ' 507 Crores while EBITDA during the same period was ' 61 Crores.
Consolidated Basis
Your Group's FY 2023-24 EBITDA was ' 1074 Crores as against ' 772
Crores in the previous year. PAT for the year was ' 491 Crores, as against previous year's
PAT of ' 442 Crores.
A detailed review of the operations of your Company for the financial
year ended 31 March 2024 is given in the Management Discussion and Analysis Report, which
forms a part of this Report
DIVIDEND
The Board of Directors of your Company at its meeting held on 15
January, 2024 had declared an Interim Dividend @ 550 %, i.e. ' 5.50 /- per equity share on
the face value of Re. 1/- per equity share, for the financial year ended 31 March, 2024.
The said Interim Dividend was paid on and from 9 February, 2024. The dividend
recommendation is in accordance with the Dividend Distribution Policy of your Company
which is annexed hereto and forms part of the Annual Report and the same is available on
your Company's website and can be accessed at
https://www.pcblltd.com/investor-relation/general- policies. There has been no change in
the policy during the year. The Notice convening the ensuing Annual General Meeting
("AGM") of the Members of your Company includes an item for confirmation of the
said interim dividend.
MANUFACTURING
Carbon Black production during FY 2023-24 was 4,84,035 MT as compared
to 4,47,003 MT in FY 2022-23 on standalone basis. Your Company's subsidiary PCBL (TN)
Limited during FY 2023-24 produced 52,165 MT of carbon black. However, we are focusing on
the production of value-added products in the performance and specialty chemical segment,
which is having higher contribution margin.
As a manifestation of our commitment to sustainability, we are
continuously working towards a reduction in water and power consumption. We are endlessly
strategising towards conversion cost reduction through inventory and spare management as
well as improving our reliability by strengthening preventive measure compliances,
condition-based monitoring and periodic reviews of SOPs.
Subsequent to the commencement of commercial production of first phase
(63,000 MTPA) of the Greenfield Project in Chennai on 14 April, 2023, the final phase
(84,000 MTPA) of the Project was successfully commissioned on 12 September, 2023. With
this, the Project's total capacity has reached 1,47,000 MTPA.
During the year, 24 MW green power plant was also commissioned at the
Greenfield Project by PCBL (TN) Limited, a wholly owned subsidiary of your Company in the
state of Tamil Nadu. With this, the total capacity of the cogeneration power of your
Company and its subsidiary stands at 122 MW.
The brownfield expansion at our existing facility at Mundra Plant to
produce specialty chemicals is in full swing.
With its strategically located plants, your Company is well equipped to
serve customers in India as well as all over the globe. Proximity to seaports reduces
logistics costs.
ENVIRONM ENTAL, SOCIAL AND GOVERNANCE (ESG)
With its continuous commitment towards sustainability, your Company has
been working on enhancing its ESG efforts by undertaking a comprehensive and independent
ESG strategy and assessment exercise by adhering to certain Key Performance Indicators
(KPIs) derived out of materiality targets. Key material factors have been sharply defined
in alignment with the context of the business. These are Greenhouse Gas (GHG) emissions
and energy management, Water management, Solid waste management, Health and safety, Human
rights and Employee wellbeing and community engagement, Product stewardship, Leadership
and Governance.
For the FY 2023-24, your Company had conducted a carbon footprint
accounting process across all manufacturing plants and offices. The GHG emissions covered
by the report include both direct and indirect emissions generated by the business. The
GHG emission intensity (tCO2 emission/MT production of carbon black) was 1.93 tCO2e/MT for
Scope1 and Scope2 in FY 2023-24. Eleven categories out of total fifteen were found to be
applicable for your Company while calculating GHG emission under Scope3.
Your Company's specific key risks and opportunities relating to ESG
material issues have been identified. Action plans have been formulated to achieve the
targets under each of the identified key material issues. Implementation of some of the
action plans to mitigate the risks and exploring the opportunities may have long lead
times, but your Company is committed to this.
CREDIT RATINGS
Your Company's financial discipline and prudence is reflected in the
strong credit ratings ascribed by rating agencies. The details of credit rating are
disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
SHARE CAPITAL
Your Company's paid-up Equity Share Capital as on 31 March, 2024 stood
at ' 37.75 Crores. During the year under review, your Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity. As on 31 March,
2024, none of the Directors of your Company hold shares or convertible instruments of your
Company.
ACQUISITION
On 31 January, 2024, your Company has acquired Aquapharm Chemicals
Private Limited (ACPL), a Pune-based specialty chemicals company. This landmark
acquisition, the largest by the RPSG Group, is a transformative entry for your Company
into the global specialty segments of water treatment and oil and gas chemicals. The
acquisition propels your Company from a single platform to multiple platforms, enhancing
its offerings in line with your Company's vision of becoming a trusted global player with
a diversified specialty chemical portfolio. It represents a pivotal moment for both your
Company and Aquapharm, strengthening your Company's position in the fast-growing and
high-margin specialty chemicals sector.
As your Company ventures into new avenues of specialty chemicals, this
strategic move puts your Company on the path of sustained growth. This will further enable
your Company to capitalise on the increasing demand for water treatment and oil and gas
chemicals worldwide. The success of this acquisition will undoubtedly reinforce your
Company's position as a dominant player in the dynamic landscape of specialty chemicals.
JOINT VENTURE
On 16 March, 2024, your Company entered into a Joint Venture agreement
with Kinaltek Pty Limited ('Kinaltek'), an Australian firm renowned for its expertise in
nano silicon technology tailored for battery applications. This strategic partnership is
founded on the principle of maximising synergies and harnessing the combined expertise of
both entities to pioneer breakthroughs in nano-silicon- based products for battery
applications. The primary objective is to capitalise on the lucrative opportunities
presented by the burgeoning battery application market, particularly in sectors such as
electric vehicles, where significant growth potential exists. Holding the intellectual
property and know-how of products for battery application,
Kinaltek will be responsible for overseeing the development and
commercialisation of nano- silicon-based products, as well as the establishment of
manufacturing facilities to support production. With this partnership, your Company aims
to diversify and boost its product portfolio with high- margin offerings, thereby
enhancing its competitive edge in the marketplace. Under this agreement, your Company will
hold a majority share of 51% in the Joint Venture Company, while Kinaltek will hold the
remaining 49% share.
NON- CONVERTIBLE DEBENTURES (NCDs)
Your Company had allotted rated, listed, secured, redeemable 70,000
non-convertible debentures of the face value of ' 1,00,000/- each for a total sum of ' 700
Crores on private placement basis on 29 January, 2024. The NCD's are listed on the BSE
Limited.
The proceeds of the non-convertible debentures have been fully utilised
before March 31, 2024, for acquisition of shares of Aquapharm Chemicals Private Limited,
through a subsidiary Advaya Chemical Industries Limited incorporated on January 11, 2024.
PREFERENTIAL ISSUE
Pursuant to SEBI guidelines and necessary approval of Members, the
Board has approved the allotment of 1,60,00,000 warrants of your Company, on a
preferential basis by way of a private placement on 7th May, 2024. The allotment has been
undertaken in accordance with the provisions of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable
rules/ regulations / guidelines, if any, prescribed by any other regulatory or statutory
authorities. The equity shares issued upon conversion of the warrants so issued will be
listed on BSE Limited and the National Stock Exchange of India Limited.
SUBSIDIARY COMPANIES
Your Company has 6 subsidiaries as on date, namely Phillips Carbon
Black Cyprus Holdings Limited, PCBL (TN) Limited, PCBL Europe SRL, Advaya Chemicals
Limited, Advaya Chemical Industries Limited and Nanovace Technologies Limited. There are
no associate companies or joint venture companies within the meaning of Section 2(6) of
the Act. Further, your Company has acquired Aquapharm Chemicals Private Limited on 31
January, 2024 through one of
its subsidiarles namely Advaya Chemical Industries Limited.
Pursuant to the provisions of Sections 129, 134 and 136 of the Act read
with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company
has prepared Consolidated financial statements of your Company and a separate statement
containing the salient features of financial statement of subsidiaries, joint ventures and
associates in Form AOC-1, which forms part of this Integrated Annual Report.
The annual financial statements and related detailed information of the
subsidiary companies shall be made available to the shareholders of the holding and
subsidiary companies seeking such information on all working days during business hours
till the date of the AGM of the Company. The financial statements of the subsidiary
companies shall also be kept open for inspection by any shareholder during working hours
at your Company's registered office and that of the respective subsidiary companies
concerned. In accordance with Section 136 of the Act, the audited financial statements,
including consolidated financial statements and related information of your Company and
audited accounts of each of its subsidiaries, are available on website of your Company at
www.pcblltd.com.
MATERIAL SUBSIDIARIES
As on 31 March, 2024, your Company had 1 unlisted material subsidiary
i,e. PCBL(TN) Limited. Your Company has formulated a policy for determining Material
Subsidiaries. The policy on Material Subsidiary is available on your Company's website and
may be accessed at the link:. https://www.pcblltd. com/investor-
relation/general-policies.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments at the level of subsidiaries are covered in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing Regulations, is presented in a section
forming part of this Integrated Annual Report, marked as 'Annexure -A'.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
31 March, 2024 prepared in
accordance with Section 92(3) of the Act is made available on the
website of your Company and can be accessed at https://www.pcblltd.com/investor-
relation/compliances-under-sebi-regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as 'Annexure-B'
of this Integrated Annual Report.
PUBLIC DEPOSITS
There were no outstanding deposits within the meaning of Sections 73
and 74 of the Act read with rules made thereunder at the end of FY 2023-24 or the previous
financial years. Your Company did not accept any deposit during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS
No significant and material order has been passed by the Regulators,
Courts and Tribunals impacting the going concern status and your Company's operations in
future.
No proceedings have been initiated / pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
No instances of one-time settlement with any bank or financial
institution were incurred during the financial year under review.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and Analysis Report, which forms part
of this Integrated Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments made during the year under
review, are given in the notes to the financial statements.
COMMITTEES OF THE BOARD
As required under the Act and the SEBI Listing Regulations, the Board
has six (6) Statutory
Committees: Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, Independent Directors' Committee and the
Sustainability and Risk Management Committee.
Details of all the committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The details of the CSR Committee are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report. The CSR policy is
available on the website of your Company at
https://www.pcblltd.com/investor-relation/general- policies. The Annual Report on CSR
activities is annexed marked as 'Annexure C and forms part of this Integrated
Annual Report.
The Chief Financial Officer of your Company has certified that CSR
spends of your Company for FY 2023-24 have been utilised for the purpose and in the manner
approved by the Board of Directors of your Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimisation of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on your Company's website and may be accessed at
the following link: https://www.pcblltd.com/investor-
relation/compliances-under-sebi-regulations.
During the financial year 31 March, 2024, your Company has not received
any complaint under the vigil mechanism / whistle blower policy.
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards' functioning such as composition of the Board and
Committees, experience and competencies, performance of specific duties and obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
During the financial year ended 31 March, 2024, your Company engaged a
leading HR Consulting Firm for carrying out and implementation of the Board Evaluation
survey. With regard to the same, the leading HR Consulting Firm has been engaged in the
process of compilation of the report and feedback received from the Board Members,
Committee Members and Directors in the questionnaires circulated and for identifying key
inferences and observations with respect to Performance Evaluation of the Directors. A
consolidated report was shared with the Chairman of the Board for his review and giving
feedback to each Director.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for the selection and appointment of Directors, Senior
Management Personnel and their remuneration. The Remuneration Policy and the details
pertaining to the remuneration paid during the year are furnished in the Corporate
Governance Section of the Annual Report.
The Remuneration Policy is also posted on your Company's website and
may be accessed at the link: https://www.pcblltd.com/investor-relation/general- policies
TRANSACTIONS WITH RELATED PARTIES
All transactions with related parties are placed before the Audit
Committee for its approval. An omnibus approval from Audit Committee is obtained for the
related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year
under review were at arm's length basis and in the ordinary course of business and in
accordance with the provisions of the Act and
the rules made thereunder, the SEBI Listing Regulations and the
Company's Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of
your Company. The members of the Audit Committee abstained from discussing and voting in
the transaction(s) in which they were interested.
During FY 2023-24, your Company has not entered into any transactions
with related parties which could be considered material in terms of Section 188 of the
Act. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
Your Company did not enter into any related party transactions during
the year under review, which could be prejudicial to the interest of minority
shareholders.
The Policy on Related Party Transactions is available on your Company's
website and can be accessed using the link https://www.pcblltd.com/investor-
relation/general-policies.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the stock exchanges, for the
related party transactions.
RISK MANAGEMENT
Your Company has a structured Risk Management Framework, designed to
identify, assess and mit?gate risks appropriately. The Board has formed a Sustainability
and Risk Management Committee (SRMC) inter-alia to frame, implement and monitor the
risk management plan for your Company. The SRMC is responsible for reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses are systematically addressed through mitigation actions on a continual basis.
Further details on the Risk Management activities, including the implementation of risk
management policy, key risks identified and their mitigations are covered in Management
Discussion and Analysis section ('Annexure - A'), which forms part of this
Integrated Annual Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act, read with Rule
5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio of remuneration of each Director
and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided
in 'Annexure-D' of this Integrated Annual Report.
The statement containing particulars of employees, as required under
Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms a part of this Integrated Annual Report.
However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to
the shareholders and others entitled thereto, excluding the said annexure. If any
shareholder is interested in obtaining a copy thereof, such shareholder may write to your
Company Secretary in this regard at pcbl.investo r@rpsg.in.
KEY MANAGERIAL PERSONNEL
During the year, there was no change in the Key Managerial Personnel
(KMPs) of your Company and the Company had the following KMPs as on March 31, 2024 as per
Section 2(51) of the Act:
Sl. Key Managerial No. Personnel |
Designation |
1. Mr. Kaushik Roy |
Managing Director |
2. Mr. Kaushik Mukherjee |
Company Secretary and Chief Legal Officer |
3. Mr. Raj Kumar Gupta |
Chief Financial Officer |
LISTING
The equity shares of your Company continue to be listed on the National
Stock Exchange (NSE) and BSE Limited (BSE). The Non- convertible debentures issued by your
Company during the year was listed on BSE Limited. Your Company has paid the requisite
listing fees to all the Stock Exchanges for FY 2024-25.
CORPORATE GOVERNANCE
Your Company is committed to maintain highest standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report along with the required
certif?cate from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/ E300005), the Statutory Auditors of your Company,
regarding compliance of the conditions of corporate governance, as
stipulated.
In compliance with corporate governance requirements as per the SEBI
Listing Regulations, your Company has formulated and implemented a Code of Conduct for all
Board members and senior management personnel of your Company ("Code of
Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available
on the website of your Company at https://www.pcblltd.
com/investor-relation/share-information/code-of- conduct
NUMBER OF MEETINGS OF THE BOARD
The Board met 11 (eleven) times during the year under review. The
intervening gap between two consecutive board meetings did not exceed 120 days, as
prescribed under the Act and SEBI Listing Regulations. The details of board meetings and
the attendance of the Directors are provided in the Corporate Governance Section, which
forms part of this Integrated Annual Report. Your Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on 27 February, 2024, without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors reviewed the performance of Non-Independent Directors, the Committees and the
Board as a whole along with the performance of the Chairman of your Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
BOARD FAMILIARISATION AND TRAINING PROGRAMME
The Board is regularly updated on changes in statutory provisions, as
applicable to your Company. The Board is also updated on the operations, key trends and
risk universe applicable to your Company's business. These updates help the Directors in
keeping abreast of key changes and their impact on your Company.
The details of such programmes are provided in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that:
a. in the preparation of the Annual Financial Statements, 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 judgements and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company at the end of the financial
year and of the profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of your Company and for preventing and detecting fraud and other
irregularities;
d. the annual financial statements have been prepared on a going
concern basis;
e. they have laid down internal financial controls to be followed by
your Company and that such internal financial controls are adequate and operating
effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) read with Regulation
25(8) of the SEBI Listing Regulations and there has been no change in the circumstances
which may affect their status as an Independent Director. The Independent Directors have
also given declaration of compliance
with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to their name appearing in the data
bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
STATUTORY AUDITORS AND AUDITOR'S REPORT
At the AGM of the Shareholders of your Company held on 28 June, 2022,
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having Firm Registration No.
301003E/E300005, have been re-appointed as the Statutory Auditors of your Company to hold
office for the 2nd term of five consecutive years from the conclusion of the
sixty first (6151) AGM till the conclusion of the 66th AGM of your
Company to be held in the year 2027, at a remuneration as may be decided by the Board of
Directors in consultation with the Statutory Auditors of your Company.
The Report given by M/s. S R Batliboi and Co. LLP, Chartered
Accountants on the financial statement of your Company for the FY 2023-24 is part of this
Integrated Annual Report. The Notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation,
adverse remark, or disclaimer. During the year under review, the Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
Representatives of Statutory Auditors of your Company attended the
previous AGM of your Company held on 11 July, 2023.
COST ACCOUNTS AND COST AUDITORS
Pursuant to Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Cost Audit records maintained by your Company relating
to manufacturing of Carbon Black and generation and transmission of electricity at its
plants located at Durgapur in West Bengal, Kochi in Kerala, Mundra and Palej in Gujarat,
is required to be audited. Accordingly, the Directors of your Company had, on the
recommendation of the Audit Committee of the Board of Directors of your Company, appointed
Messrs Shome & Banerjee, to audit the cost accounts for the FY 24-25 at a remuneration
of ' 5,50,000/- (Rupees Five Lakhs Fifty Thousand only). As required
under the Act, the remuneration payable to the Cost Auditors is
required to be placed before the Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking ratification of the Members for the remuneration payable
to Messrs Shome & Banerjee, Cost Auditors is included at Item No. 4 of the Notice
convening the AGM.
Your Company has received their written consent that the appointment is
in accordance with the applicable provisions of the Act and rules framed thereunder. The
Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost
Auditors of your Company for the financial year ending 31 March, 2025.
Your Company submits its Cost Audit Report with the Ministry of
Corporate Affairs within the stipulated time period.
SECRETARIAL AUDITORS AND SECRETARIAL STANDARDS
The Secretarial Audit was carried out by M/s. Anjan Kumar Roy &
Co., Company Secretaries (Membership No. FCS 5684, CP No. 4557) for the financial year
ended on 31 March, 2024.
The Report given by the Secretarial Auditors is marked as 'Annexure
-E' and forms a part of the Board's Report. The Secretarial Audit Report is
self-explanatory and do not call for any further comments. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer. During the
year under review, the Secretarial Auditors had not reported any matter under Section 143
(12) of the Act, therefore no details is required to be disclosed under Section 134
(3)(ca) of the Act.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
As per the requirements of SEBI Listing Regulations, the Practicing
Company Secretary appointed by material unlisted Indian subsidiary of your Company
undertook secretarial audit for FY 2023-24. Secretarial audit report confirms that the
material subsidiary has complied with the provisions of the Act, rules, regulations and
guidelines and that there were no deviations or non- compliances.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the
applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted
Internal Complaints Committees (ICC), at all relevant locations across India to consider
and resolve the complaints related to sexual harassment. The ICC includes external member
with relevant experience. The ICC, presided by the Chairperson, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual
harassment at the workplace. The ICC also work extensively on creating awareness on
relevance of sexual harassment issues, including while working remotely. The employees are
required to undergo a mandatory training/ certification on POSH to sensitise themselves
and strengthen their awareness.
During the year under review, your Company has not received any
complaint pertaining to POSH.
All new employees go through a detailed personal orientation on
anti-sexual harassment policy adopted by your Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
In accordance with the SEBI Listing Regulations, the BRSR for the FY
2023-24, describing the initiatives taken by your Company from an Environment, Social and
Governance (ESG) perspective, forms part of this Integrated Annual Report (Annexure - F).
In addition to BRSR, the Integrated Annual Report of your Company provides an insight on
various ESG initiatives adopted by your Company. The ESG disclosures including BRSR Report
have been independently assured by Indian Register Quality Systems (IRQS).
QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS
There is no qualification, reservation or adverse remark made by the
Statutory or Cost or Secretarial Auditors in their Audit Reports issued by them.
DIRECTORS
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mrs. Preeti Goenka
(DIN: 05199069) is liable to retire by rotation at the ensuing AGM and being eligible,
offers herself for re-appointment.
The Board recommends the re-appointment of Mrs. Preeti Goenka as
Director for your approval. Brief details as required under Secretarial Standard-2 and
Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of AGM.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors' appointment and remuneration and other matters ("Remuneration
Policy") which is available on the website of your Company at
https://www.pcblltd.com/investor- relation/general-policies. The Remuneration Policy for
selection of Directors and determining Directors' independence sets out the guiding
principles for the Nomination and Remuneration Committee for identifying the persons who
are qualified to become the Directors. Your Company's Remuneration Policy is directed
towards rewarding performance based on review of achievements.
BOARD DIVERSITY
Your Company recognises and embraces the importance of a diverse board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors. The said Policy is available on your
Company's website and may be accessed at the link https://www.pcblltd.
com/investor-relation/general-policies.
SUCCESSION PLAN
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors, Key Managerial Personnel and Senior
Management. The Nomination and Remuneration Committee (NRC) implements this mechanism in
concurrence with the Board. The Succession Planning Policy for Board and Senior Management
is available on your Company's website and may be accessed at the link: https://
www.pcblltd.com/investor-relation/generatpolicies.
BOARD POLICIES
The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in Pg no. 166 of this
Integrated Annual Report.
HUMAN RESOURCES
A detailed section on your Company's Human Resource Development is a
part of the Management Discussion and Analysis Report, which forms a part of the Board's
Report.
KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended 31 March, 2024, are
provided in the Management Discussion and Analysis Report given in "Annexure -
A", which is annexed hereto and forms a part of the Board's Report.
CYBER SECURITY
In view of increased cyber attack scenarios, the cyber security policy
is reviewed periodically and the processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company's technology environment is enabled with real time
security monitoring with requisite controls at various layers starting from end user
machines to network, application and the data.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct ("Code") to
regulate, monitor and report trading in Company's shares by Company's designated persons
and their immediate relatives as per the requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, interalia,
lays down the
procedures to be followed by designated persons while trading/ dealing
in Company's shares and sharing Unpublished Price Sensitive Information
("UPSI"). The Code covers Company's obligation to maintain a structured digital
database, mechanism for prevention of insider trading and handling of UPSI, and the
process to familiarise with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished price sensitive information
which has been made available on your Company's website and link for the same may be
accessed at https:// www.pcblltd.co m/investor-relation/general-policies.
The employees are required to undergo a mandatory training on this Code
to sensitise themselves and strengthen their awareness.
ACKNOWLEDGEMENT
Your Di recto rs are highly grateful for all the guidance, support and
assistance received from the Government of India, Governments of various states in India,
concerned Government Departments, Financial Institutions and Banks. Your Directors thank
all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.
For and on behalf of the Board of Directors |
|
|
Dr. Sanjiv Goenka |
Place: Kolkata |
Chairman |
Date: 23 May, 2024 |
(DIN: 00074796) |
|