Fine Organics
Fine Organics
Fine Organics
To To
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Plot No. C/1, "6" Block, Exchange Plaza
Dalal Street, Bandra Kurla Complex, Bandra (East)
Mumbai - 400 001 Mumbai - 400 051
Security Code: 541557 Symbol: FINEORG
Sub: Annual Report under Regulation 34 (1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’)
Dear Sir/Madam,
Pursuant to Regulation 34 (1) of the Listing Regulations, please find enclosed herewith the Annual
Report of the Company for the financial year 2022-23 along with the Notice of the Annual General
Meeting to be held on Thursday, August 24, 2023 at 11:00 a.m. (IST) through Video Conferencing
(VC)/ Other Audio-Visual Means (OAVM).
In accordance with the General Circular issued by the Ministry of Corporate Affairs dated December
28, 2022 read with General Circulars dated May 5, 2022, January 13, 2021, May 5, 2020, April 13,
2020 and April 8, 2020 and SEBI Circular dated January 5, 2023 read with SEBI Circulars dated May
13, 2022, January 15, 2021 and May 12, 2020, the aforesaid documents are being dispatched
electronically to those Members whose email IDs are registered with the Company/ KFin Technologies
Limited (“Registrar and Transfer Agents” of the Company) or the Depositories.
Thanking you,
Sincerely,
BHAVES
serialNumber=4211caad0d0d2d5a5bf1a31f68
55a4b4145ca1a7eb18f469d000221cf293f073,
pseudonym=526020211014155957292,
2.5.4.20=f66ee719a1d801afb02f1f74a843397f
380c487e94230f931dd47f8efb362975,
H LOHOR
[email protected],
cn=POOJA BHAVESH LOHOR, title=5260
Date: 2023.07.31 21:30:15 +05'30'
Pooja Lohor
Company Secretary and Compliance Officer
Encl: as above
Annual Report
2022-23
a.
Corporate
Overview
01-42
Our Chairman’s
12 Thoughts on Growth
and Sustainability
29 Shareholders
32 Communities
38 Regulators
39 Governance
40 Board of Directors
42 Corporate Information
19 Leadership Position
For more investor related information please visit:
https://www.fineorganics.com/investor-relations
29 Shareholders
32 Communities
Investor Information
Market Capitalisation ` 13,205 crores
b.
CIN L24119MH2002PLC136003
43 Management Discussion and
Analysis BSE Code 541557
NSE Code FINEORG
53 Board’s Report
Bloomberg Code FINEORG:IN
70 Corporate Governance Report
Statutory AGM Date August 24, 2023
Reports 93 Business Responsibility and AGM Mode Video Conferencing
43-131 Sustainability Report
Disclaimer: This document contains statements about expected
future events and the financials of Fine Organic Industries Limited,
(hereafter referred to as ‘Fine Organics’, ‘We’, and ‘The Company’)
C.
that are forward-looking. By their nature, forward-looking statements
132 Form AOC - 1
require our Company to make assumptions, and are subject to
133 Standalone inherent risks and uncertainties. There is a significant risk that the
assumptions, predictions, and other forward-looking statements may
200 Consolidated not prove to be accurate. Readers are cautioned not to place any
undue reliance on forward-looking statements, as several factors
Financial could cause assumptions, actual future results, and events to differ
Statements materially from those expressed in the forward-looking statements.
Accordingly, this document is subject to the disclaimer and qualified
132-266 in its entirety by the assumptions, qualifications, and risk factors
referred to in the Management Discussion and Analysis section of
this Annual Report.
Growth + Sustainability = VALUE
Our Esteemed and Valued Management
Mr. Jayen Shah Mr. Nikhil Kamat Mr. Kaushik Shah Mr. Thiruvengadam Parthasarathi
Executive Director & CEO Executive Director Independent Director Independent Director
Ms. Pratima Umarji Mr. Mukesh Shah Mr. Mahesh Sarda Mr. Prakash Apte
Independent Director Chairman & Managing Director Independent Director Independent Director
Financial
operational
Growth+Sustainability
=VALUE Celebrating Five Dec
Sustainable Growth
2014
Signed a JV with Netherlands-
2001-02 based bakery premix
manufacturer, Zeelandia
Commissioned facility at
International
Badlapur (August 2001)
2005-06
Established R&D centre in
Navi Mumbai 2017
Amalgamated Fine Research
Commissioned large
and Development Centre Private
manufacturing facilities in
Limited and Fine Specialty
Ambernath
Surfactants Private Limited
2018-2022
Our readiness to
achieve more
2018-22
Initiated an IPO and got listed
on the BSE and NSE
Values
Integrity
To display trust, responsibility, and accountability in
building lasting relationships with customers and
stakeholders
Execution Excellence
To demonstrate pride, passion, and professionalism
Customer First
To anticipate and fulfill customer needs
Entrepreneurial Thinking
To convert unconventional ideas into action with
positive impact
Key facts
5+
Decades of
1
FULLY INTEGRATED R&D
experience FACILITY IN MAHARASHTRA
At Fine Organics,
we believe that
growth and
sustainability
are mutually
inclusive, and
create long-
term value
for all our
stakeholders.
Dear Shareholders,
Growing Portfolio
of Sustainable
Products
At Fine Organics, we aim to replace
chemicals with oleochemicals-derived green
additives. Oleochemicals are derived from
vegetable oils and help in developing a wide
range of additives for multiple industries.
These include cosmetics, coatings, plastics,
polymers, rubbers, food emulsifiers, feed
nutrition and other functional additives used
for several other industries.
Growing Customer
Base through
Sustainable Value
Additions
At Fine Organics, our diversified customer
base is a key strength. It not only reduces our
reliance on any one customer or industry, but
also provides a stable revenue stream that is
less susceptible to market fluctuations.
470+
Products
850+
Direct customers
5000+
End-users
80+
Countries
served exported to
Domestic Exports
~32%
in 2022-23
~40% ~45%
in 2021-22 in 2020-21
~68%
in 2022-23
~60% ~55%
in 2021-22 in 2020-21
This map is a generalised illustration only for the ease of the reader to understand the locations, and is not intended to be used for reference purposes. The representation of
political boundaries and the names of geographical features/states do not necessarily reflect the actual position. The Company or any of its Directors, officers or employees
cannot be held responsible for any misuse or misinterpretation of any information or design thereof.
State-of-the-Art
Manufacturing
Facilities
At Fine Organics, we create holistic
value for our customers through our
manufacturing capabilities. The Company
delivers its products across the globe. To
make the process more convenient and
efficient, we have strategically placed
our manufacturing facilities at locations
that allow easy access to ports. This
allows us to cater to global demands in a ISO 9001:2015
hassle-free manner and save costs. Certified units
Distribution
Network
Fine Organics has a well-established
180+
Distributors
distribution network spanning several globally
regions and countries. We have an
extensive distribution network, with Warehouse in the
warehouse located in the USA and
Europe through our subsidiaries. USA & Europe
Limited Players
The Indian specialty additives market has a few small and The Company is the largest organised player in the
limited players, while the global market has very few large Indian market and is expanding its presence globally.
players.
Customer Loyalty
Long and expensive product processes result in high The Company provides premium, eco-friendly,
switching costs for customers. Therefore, they rely on oleochemical derived green additives that are mostly
established suppliers as performance ingredients are bio-based, safe to use, and largely biodegradable.
critical to their end products. The Company’s sustainability approach combines
excellence in functionality and safety to offer effective
benefits.
Complex Technology
The oleochemical-derived green additive industry The Company has an early-mover advantage in the
has multiple entry barriers due to complex technology industry and has set up its own manufacturing facility,
and manufacturing processes. Developing product ensuring consistent delivery of quality products.
formulations, innovation, and process technology is both
time and capital-intensive.
Highly Regulated
Stringent regulatory parameters are necessary for The Companys eco-friendly oleochemical derived
additives because they have a direct impact on human life green additives comply with stringent quality
and the environment. parameters and industry regulations.
Leadership
Position
*(Source: https://www.grandviewresearch.com/industry-analysis/
specialty-chemicals-market).
Food additives
COSPHA ADDITIVES
...coupled with
Manufacturing Capital
Our manufacturing facilities are strategically located supply chain...
near ports to enable efficient global distribution and
better serve the needs of our customers.
Efficient Logistics
Optimal Procurement
Human Capital
Quality Assurance
We invest in the well-being, skills, and capabilities of
our employees. We strive for a customer-focused
and high-performance culture, underpinned by our
core values.
…and sales and
Social Capital
marketing actions…
Ensuring sustainability and managing our reputation
as the key elements of our business model. Under an Customer Insights
integrated approach to sustainability, we are committed
to adding value to our community, business, labour, and Green Products
government stakeholders in our operating territories.
Innovation
Natural Capital
We use natural renewable resources and
commodities in manufacturing products. Our ...results in
procurement strategies focus on the long-term
sustainability and environmental impact of our
profitable and sustainable growth
processes. through newer products and
geographic expansion.
Customers
We aim for strong customer engagement and relationships to understand
their needs. We offer dependable solutions and continually enhance our
offerings to align with market trends.
Suppliers
We partner with reliable and authentic suppliers to create mutual value.
Innovation, technology, and ethical behaviour are top priorities in our
dealings with suppliers. We maintain open communication to continuously
improve and address any gaps in our business relationship.
Employees
We promote and initiate transparent communication with our employees to
enhance productivity and efficiently address any conflicts that may arise. We
foster a culture of unity and inclusivity within our team to promote a collective
sense of fulfillment when accomplishing business objectives.
Communities
We prioritise giving back to our community through open dialogue and good
relations. Our efforts include environmental stewardship and supporting
underserved populations near our facilities. We initiate projects to improve
local well-being, protect ecosystems, and support livelihoods. We also
prioritise equal access to education and healthcare for those in need.
Government/Regulators
We collaborate with local authorities to prioritise policy and strategic issues.
Our planning process helps us develop a strategy that ensures compliance,
interpretation of regulations, and uninterrupted operations.
Plant Locations
Dombivli | Badlapur |
Ambernath | Patalganga
Zero-Liquid
Discharge
At 6 Manufacturing Plants
Suppliers
Our
value
proposition
Inclusive Development
to Empower Our People
The culture at Fine Organics revolves around fostering respect, collaboration, and
growth among employees. The Company aims to inspire our workforce to live by their
personal values and purpose each day. This fosters a strong sense of pride within the
organisation. We undertake significant initiatives for our people to nurture them to be
effective contributors to our success. This also helps to create a lasting impact on our
customers, our shareholders and the communities within which we operate.
At Fine Organics, we foster diversity and inclusion, employee well-being, and a positive workplace culture to ensure a comfortable
and fair environment for everyone. Continuous learning and development for our employees are the top priorities at Fine Organics.
We provide them with training on the latest technologies to encourage the development of innovative additives. Investing in our
people is a key priority for us. We offer opportunities for skill and knowledge acquisition and promote career growth within the
organisation.
We highly value the health and safety of our employees. The Company offers health and safety training to prevent workplace
accidents and advocates a zero-incident philosophy to minimise hazards related to our operations. We are dedicated to upholding
principles of human rights, which include non-discrimination, prevention of child labour and sexual harassment, and equal
employment opportunities, among others. The company complies with all relevant laws and regulations.
825
Employee strength
>17%
Women employees
>10%
Employees completed 25
>7%
2nd generation of
years of journey with us employees
Shareholders
Revenue from
Revenue from operations
operations EBITDA#
Revenue from operations
(` in lakhs) (` in lakhs)
EBITDA
RevenueMargin
from operations pat##
Revenue from operations
(%) (` in lakhs)
pat margin
Revenue from operations Revenueon
Return Net operations
from Worth
(%) (%)
10% CAGR
2018-19 32.2
Gross Net
At Fine Organics, we understand that giving back to We serve the community through initiatives and social
society is the most important aspect of every business responsibility programmes, in the areas of education,
entity. The Company stands responsibly and acts healthcare, and women’s empowerment.
sustainably to reduce the negative social or health impact
We promote responsible and sustainable practices
on the communities and minimise environmental impact.
throughout our supply chain. This helps us to support the
We support the community by providing employment livelihoods and well-being of suppliers who provide the
opportunities and contributing to local economic raw materials for our products.
development.
At Fine Organics, we place strong emphasis on Environment, At Fine Organics, we provide employment opportunities
Social and Governance (ESG) practices. We have and empower local communities to stand on their own and
implemented various initiatives to promote responsible and achieve their dreams. We have a dedicated Corporate Social
sustainable practices across our operations. Responsibility (CSR) team that works on various initiatives
undertaken by the Company during the financial year.
The Company has invested in renewable energy sources,
implemented energy-efficient practices, and reduced waste Additionally, we have a strong focus on transparency and
and emissions. accountability, and have implemented various measures to
ensure compliance with legal and regulatory requirements.
Growth for one must be growth for all, for it to be sustainable and capable of adding value to the ecosystem. This is why it is
essential for all corporates to mandatorily execute their social responsibilities through engaging and effective programmes that
empower the communities in diverse ways. At Fine Organics, we have introduced many such initiatives in different areas:
Education
Education is every child’s fundamental right. It can help improve lives and address issues such as poverty, equality, and access to
education. At Fine Organics, we believe in educating every child as it can have a lasting impact on their future. The Company is
constantly working towards the same through tie-ups with many educational societies across India.
Healthcare
Good healthcare has a direct impact on the well-being of individuals and communities. At Fine Organics, we believe that with our
initiatives towards healthcare, we are well-placed to help the local communities and improve public health. The Company connects with
various NGOs to provide basic healthcare facilities to those who lack access.
Women Empowerment
Empowering women means generating equal opportunity for them. This includes enabling them to make decisions and take control of
their lives. We have been supporting many welfare institutions for women empowerment. These institutions conduct various training
programmes and help women become financially independent.
At Fine Organics, we are constantly working towards the betterment of environment. The Company has undertaken multiple
initiatives in this regard.
SDGs impacted
Governance
Governance Framework
Some supporting policies
Fine Organics has a well-defined governance framework
adopted by Fine Organics
that directs us to a system of rules and regulations. These
streamline the functioning of the organisation and ensure that add value to the
the sharing of accurate information regarding the financial organisation
and non-financial aspects.
Leveraging Sustainable
Growth Through Expertise
factors are a growing domestic customer base and changes in The tightening of environmental regulations and the fact
consumer lifestyle. Strong process engineering and low-cost that non-renewable resources are diminishing is also
manufacturing capabilities, and a large labour pool in India enabling oleochemicals to gain market share and replace
will also contribute to the growth of the specialty chemicals the petroleum-based products in use currently. Many large
business. producers are also switching to bio-based, eco-friendly
products to meet the growing demand for sustainable
However, as pollution control regulations are becoming
products.
stricter and labour costs are increasing in other countries,
manufacturers are looking to diversify their production and (Source: https://www.fortunebusinessinsights.com/
searching for alternatives. India has a distinct advantage in oleochemicals-market-106250 )
this regard due to multiple factors and this puts the country
INDUSTRY SEGMENT
in a good position for substantial and rapid growth in the
specialty chemicals segment. However, Government of India 1. Food Additives
still needs to implement the right policies at the ground level. Food additives have been in use for many years to
(Source: https://www.indianchemicalnews.com/opinion/ preserve, flavour, blend, thicken, texture, and colour
indian-specialty-chemical-industry-poised-for-a-quantum- foods. They have played a significant role in decreasing
leap-13553) serious nutritional deficiencies among consumers.
Since ancient times, additives such as salt, spices, and
Oleochemicals
sulphites have been used to preserve foods and make
Oleochemicals are primarily produced from natural raw them more tasty and flavourful. Increased processing of
materials derived from renewable vegetable oilseed foods in the 20th century brought about the need for new
crops. They are environmentally beneficial as they are types of food additives. These ingredients also ensure
biodegradable and naturally renewable. The surge in the availability of flavourful, nutritious, safe, convenient,
demand for green chemicals from end-user industries, and colourful, and inexpensive foods that meet consumer
easy availability of raw materials are some of the important expectations.
factors driving the demand for oleochemicals.
Many modern products including snacks and other
Oleochemicals are broadly utilised in personal care and ready-to-eat foods require additives. Their usage has
cosmetic products, such as soaps, lotions, creams, and thus positively correlated with increasing demand for
personal care products. In addition, their growing adoption packaged/canned food.
as coatings, rubbers and adhesives in the construction
(Source: https://www.who.int/news-room/fact-sheets/
industry is also contributing to the market growth.
detail/food-additives)
During 2022-29, the global oleochemicals market is
estimated to grow from US$ 35.43 billion in 2022 to US$ Global Outlook
54.43 billion by 2029, at a CAGR of 6.3%. The food additives market size is expected to register
a CAGR of 4.6% from 2023 to 2030. The global food
The market is buoyed by increasing consumer demand for
additives market is driven by the increasing demand
daily use products such as organic soaps, foods, cosmetics,
for processed, packaged, and convenience foods,
etc. Oleochemicals are also extensively used as, thickening
particularly in developing countries.
agents, and emollients in the personal care and home care
products. They are also gaining adoption in packaging of Additionally, changing diet and lifestyles are driving
processed and ready-to-eat (RTE) food products. This, the demand for packaged food & beverage worldwide.
coupled with noteworthy evolution in the Food & Beverage This is further fuelling the demand for additives used in
(F&B) industry, is contributing to better growth prospects for food processing to improve their nutritional content and
the segment. quality.
reduced brittleness, and increased plasticity. They have 3. Cosmetics and Pharmaceuticals
also received significant acceptance in the automotive
Cosmetics are described as “items with minimal impact
industry to increase fuel efficiency by weight reduction.
on the human body for cleaning, beautifying, altering the
The demand for plastic additives is thus projected
appearance, or maintaining or promoting the skin or hair
to remain stable backed further by the excellence in
in good condition.” Additives like Emollients, Cosmetic
innovation, usability, and application.
Emulsifiers, Preservatives, Fragrances, Colourants,
Lifestyle changes, growing population, and rapid Surfactants, Water, Vitamins, and Antioxidants are used
urbanisation triggered the growth of the packaging in cosmetics. They aid the manufacturing of products
industry, boosting the global market. The global market in different forms such as creams, gels, pastes, lotions,
is also driven by the increasing use of plastic in day- solutions, lipsticks, powders, and sprays. They provide
to-day life. Some of the other common applications of these products with long-term physical stability for
plastic additives include roofing, pipes, wires, cables, transport and storage and hinder germination through
safety gears, household products, kitchenware, etc. yeast and bacteria. They also help keep cosmetics fresh
and safe for usage.
(Source: https://www.alliedmarketresearch.com/plastic-
additives-market ; https://www.marketresearchfuture. The primary product categories of the cosmetics market
com/reports/plastic-additives-market-1753) are skincare, haircare, makeup, perfumes, toiletries,
oral cosmetics, and deodorants.
India Outlook
(Source: https://www.fortunebusinessinsights.com/
India is a significant consumer of plastic additives such
cosmetics-market-102614)
as plasticisers, flame retardants, and stabilisers. Various
finished goods, including wires and cables, pipes and Global Outlook
fittings, packaging films, and automotive components
The global cosmetic ingredients market is estimated to
mainly drive the country’s demand for plastic additives.
register growth at a CAGR of 5.3% during 2022-28.
The high demand can be attributed to urbanisation, a
growing middle class, robust economic growth, and One of the significant factors driving the market
efficient manufacturing centres. Plastic additives expansion is the widespread increase in the adoption of
are also seeing increased use in various end-user skincare and personal care products along with the rise
industries such as packaging, automotives, consumer in the global ageing population. In addition, cosmetic
goods, construction, electronics, agriculture. The products are witnessing high demand due to better
government has also framed strict regulatory policies for living standards, increased awareness around products,
encouraging the use of bio-degradable plastics, which growing disposable incomes, rapid urbanisation, and
in turn are likely to boost demand for green plastic increasing consumer interest in natural ingredients.
additives in India in the coming years. The global cosmetic ingredients market is primarily
(Source: https://www.lucintel.com/India/plastic- driven by the desire for better self-grooming and self-
additive.aspx) care to improve external appearance. One of the key
elements influencing the use of cosmetics is the rise in
Factors driving the plastics and packaging industry awareness about one’s internal intelligence and external
• The growing demand for plastics in consumer beauty. Other factors driving the growth of the global
goods and other everyday use cosmetics market include government regulations
around the use of toxic chemicals and increased demand
• The high demand for packaging-related applications
for products made from natural ingredients.
and therefore, plastic additives
(Source: https://www.globenewswire.com/en/news-
• Shift in consumer preference towards eco-friendly
release/2022/12/07/2569152/0/en/Cosmetic-
plastic products and increasing use in food
Ingredients-Market-Size-Share-to-Surpass-42-9-
packaging
Billion-by-2028-Vantage-Market-Research.html)
Foreign Exchange Risks country where it sells products, like all chemical companies.
Fine Organics, is also subjected to foreign, central, state,
Fine Organics, is exposed to foreign exchange risks emanating
local laws and regulations related to pollution, environment,
from business, assets and liabilities denominated in foreign
storage, handling, transportation, treatment, disposal and
currency. The export sales constitute approximately 68%
remediation of hazardous substances and waste materials.
of revenue from operation in value term. Most of the sales
Changes in environmental regulations could also inhibit or
to overseas customers are denominated, predominantly in
interrupt the Company’s operations.
US$ and Euro. The Company imports goods, primarily raw
materials which is approximately 30% in value term of the Response
total raw material procurement and mainly denominated in
The Company abides by the necessary requirements of
US$.
all concerned regulatory bodies and environment-friendly
Response manufacturing processes.
BOARD’S REPORT
Dear Members,
The Directors have pleasure in presenting their twenty-first Annual Report along with the audited Standalone as well as
Consolidated financial statements for the financial year ended March 31, 2023.
(` in lakhs)
Particulars Standalone Consolidated
for the year for the year for the year for the year
ended March ended March ended March ended March
31, 2023 31, 2022 31, 2023 31, 2022
REVENUE & PROFITS
Total Revenue from operations 3,02,914.62 1,85,842.83 3,02,307.66 1,87,625.92
Profit before Interest, Tax & Depreciation 84,537.63 38,172.37 89,346.11 39,653.96
Less: Interest & Finance Charges 446.69 505.64 457.39 510.91
Less: Depreciation 4,788.83 3,990.01 4,789.30 3,990.28
Profit for the year before Tax 79,302.11 33,676.72 84,099.42 35,152.77
Less: Provision for Taxation
- Current 20,500.00 8,750.00 22,543.58 9,313.85
- Deferred (257.78) (140.21) (254.39) (131.99)
Short (Excess) provision for earlier years - - - -
Net Profit/(Loss) after Tax 59,059.89 25,066.93 61,810.23 25,970.91
Other Comprehensive Income 63.11 271.50 63.11 271.50
Total Comprehensive Income 59,123.00 25,338.43 61,873.34 26,242.41
RETAINED EARNINGS
Opening Balance of Retained Earnings 93,360.71 71,666.38 94,250.11 71,540.99
Add: Profit for the year 59,059.89 25,066.93 61,810.23 26,091.64
Less: Appropriations: - - - -
Final Dividend 2,759.40 3,372.60 2,759.40 3,372.60
Transferred to Other Reserve/ Non-Controlling Interest - - - 9.92
Balance as at end of the Year 1,49,661.20 93,360.71 1,53,300.94 94,250.11
The Standalone as well as the Consolidated financial and Analysis Report which forms a part of this Annual Report.
statements have been prepared in accordance with the
SHARE CAPITAL:
Indian Accounting Standards (‘Ind AS’).
During the year under review, there was no change in the
On a consolidated basis, the revenue from operations
share capital of the Company. The Paid-up share capital of
increased to ` 3,02,307.66 lakhs in F.Y. 2022-23 from
the Company as on March 31, 2023, is ` 1,533.00/- lakhs
` 1,87,625.92 lakhs in F.Y. 2021-22. The profit before
divided into 3,06,59,976 equity shares of ` 5/- each.
tax increased to ` 84,099.42 lakhs in F. Y. 2022-23 from
` 35,152.77 lakhs in F.Y. 2021-22. DIVIDEND:
On a standalone basis, the revenue from operations increased Your Directors are pleased to recommend a Final Dividend
to ` 3,02,914.62 lakhs in F.Y. 2022-23 from ` 1,85,842.83 of ` 9/- per equity share of the face value of ` 5/- each fully
lakhs in F.Y. 2021-22. The profit before tax increased to paid-up for the financial year ended March 31, 2023.
` 79,302.11 lakhs in F. Y. 2022-23 from ` 33,676.72 lakhs in If the dividend, as recommended above, is declared by the
F.Y. 2021-22. Members at the ensuing Annual General Meeting (‘AGM’), the
For more details on the Consolidated and Standalone total outflow towards dividend on Equity Shares for the year
financial results, please refer to the Management Discussion would be ` 2,759.40 lakhs.
TRANSFER TO RESERVES: c) the directors have taken proper and sufficient care
for the maintenance of adequate accounting records
The closing balance of the retained earnings of the Company
in accordance with the provisions of this Act for
for the F.Y. 2022-23, after all appropriations and adjustments
safeguarding the assets of the Company and for
was ` 1,49,661.20 lakhs.
preventing and detecting fraud and other irregularities;
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
d) the directors have prepared the annual accounts on a
VENTURES:
going concern basis;
As on March 31, 2023, the Company has two subsidiaries
e) the directors have laid down internal financial controls
i.e. Fine Organics (USA), Inc. and Fine Organics Europe BV
to be followed by the Company and that such internal
and two joint venture companies i.e. Fine Zeelandia Private
financial controls are adequate and were operating
Limited and Fine Organic Industries (Thailand) Co. Limited.
effectively; and
Further, the Board in its meeting held on November 11, 2021
f) the directors have devised proper systems to ensure
approved the termination of Joint Venture Agreement with
compliance with the provisions of all applicable laws
Adcotech GmbH for the Company i.e. FineADD Ingredients
and that such systems were adequate and operating
GmbH subject to the completion of applicable regulatory
effectively.
formalities. The said Company is presently in the process of
liquidation. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 129(3) of the Presently, the Board of Directors of the Company comprises
Companies Act, 2013 (“the Act”), a statement containing 5 (five) Executive Directors and 5 (five) Non-Executive
the salient features of financial statements of the Company’s Independent Directors including one Independent Woman
subsidiaries and joint ventures in Form AOC-1 is attached to Director.
the financial statements of the Company.
Cessation
The separate financial statements of the subsidiaries are also
Mr. Prakash Kamat, Chairman and Executive Director of the
available on the website of the Company at www.fineorganics.
Company left for his heavenly abode on June 17, 2022, and
com and will also be made available for inspection by the
ceased to be the Director of the Company from that date.
members at the Registered Office of the Company during
business hours on all working days as required under Section Appointment
136 of the Act. Any member desirous of obtaining a copy
Based on the recommendation of Nomination and
of the said financial statements may write to the Company
Remuneration Committee (NRC), the Board of Directors
Secretary at the Registered Office of the Company.
appointed Mr. Nikhil Kamat (DIN:00107233) as a Whole
DIRECTORS’ RESPONSIBILITY STATEMENT: Time Director of the Company for a period of 5 years w.e.f.
June 27, 2022, subject to the approval of shareholders. The
Pursuant to Section 134(3)(c) read with Section 134(5) of the
shareholders of the Company at its Twentieth Annual General
Act, the Board of Directors, to the best of its knowledge and
Meeting held on August 23, 2022, approved the appointment
ability, confirm that:
of Mr. Nikhil Kamat as the Whole Time Director for the above
a) in the preparation of the annual accounts for the year mentioned tenure.
ended March 31, 2023, the applicable accounting
Re-appointment
standards have been followed and there are no material
departures; The following Directors were reappointed at the Twentieth
Annual General Meeting of the Company held on August 23,
b) the directors have selected such accounting policies
2022.
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give 1. Mr. Mukesh Shah (DIN: 00106799) was appointed as
a true and fair view of the state of affairs of the Company a Managing Director of the Company for a period of 5
as on March 31, 2023 and of the profit of the Company years with effect from November 06, 2017. Based on the
for that period; recommendation of NRC and the Board of Directors, the
shareholders of the Company at its Twentieth Annual
General Meeting held on August 23, 2022, approved the the Company at its Twentieth Annual General Meeting
reappointment of Mr. Mukesh Shah as a Chairman and held on August 23, 2022, approved the reappointment
Managing Director of the Company for a further period of Mr. Mahesh Sarda as Independent Director of the
of 5 years w.e.f. November 06, 2022. Company for a second term of 5 years commencing
from November 13, 2022.
2. Mr. Jayen Shah (DIN: 00106919) was appointed as
a Whole Time Director and Chief Executive Officer of 7. Mr. Thiruvengadam Parthasarathi (DIN: 00016375)
the Company for a period of 5 years with effect from completed his first term as Independent Director
November 06, 2017. Based on the recommendation of the Company on November 12, 2022. On the
of NRC and the Board of Directors, the shareholders of recommendation of NRC and the Board of Directors, the
the Company at its Twentieth Annual General Meeting shareholders of the Company at its Twentieth Annual
held on August 23, 2022, approved the reappointment General Meeting held on August 23, 2022, approved the
of Mr. Jayen Shah as a Whole Time Director and Chief reappointment of Mr. Thiruvengadam Parthasarathi as
Executive Officer of the Company for a further period of Independent Director of the Company for a second term
5 years w.e.f. November 06, 2022. of 5 years commencing from November 13, 2022.
3. Mr. Tushar Shah (DIN: 00107144) was appointed as 8. Ms. Pratima Umarji (DIN: 05294496) completed her
a Whole Time Director and Chief Financial Officer of first term as Independent Director of the Company
the Company for a period of 5 years with effect from on November 12, 2022. On the recommendation of
November 06, 2017. Based on the recommendation NRC and the Board of Directors, the shareholders of
of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting
the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment
held on August 23, 2022, approved the reappointment of Ms. Pratima Umarji as Independent Director of the
of Mr. Tushar Shah as a Whole Time Director and Chief Company for a second term of 5 years commencing
Financial Officer of the Company for a further period of from November 13, 2022.
5 years w.e.f. November 06, 2022.
9. Mr. Kaushik Shah (DIN 00124756) completed his first
4. Mr. Bimal Shah (DIN: 03424880) was appointed as a term as Independent Director of the Company on
Whole Time Director of the Company for a period of 5 January 23, 2023. On the recommendation of NRC and
years with effect from November 06, 2017. Based on the the Board of Directors, the shareholders of the Company
recommendation of NRC and the Board of Directors, the at its Twentieth Annual General Meeting held on August
shareholders of the Company at its Twentieth Annual 23, 2022, approved the reappointment of Mr. Kaushik
General Meeting held on August 23, 2022, approved Shah as Independent Director of the Company for a
the reappointment of Mr. Bimal Shah as a Whole Time second term of 5 years commencing from January 24,
Director of the Company for a further period of 5 years 2023.
w.e.f. November 06, 2022.
Mr. Jayen Shah (DIN: 00106919) retires by rotation and being
5. Mr. Prakash Apte (DIN: 00196106) completed his eligible has offered himself for re-appointment. A resolution
first term as Independent Director of the Company seeking shareholders approval for his re-appointment forms
on November 12, 2022. On the recommendation of part of the Notice. The brief details of Mr. Jayen Shah, who is
NRC and the Board of Directors, the shareholders of proposed to be re-appointed as required under Secretarial
the Company at its Twentieth Annual General Meeting Standard 2 (“SS-2”) and Regulation 36 of the SEBI (Listing
held on August 23, 2022, approved the reappointment Obligations and Disclosure Requirements) Regulations,
of Mr. Prakash Apte as Independent Director of the 2015, as amended, (the “Listing Regulations”) is being
Company for a second term of 5 years commencing provided in the Notice convening the Annual General Meeting
from November 13, 2022. (“AGM”) of the Company.
6. Mr. Mahesh Sarda (DIN: 00023776) completed his During the year under review, the Non-Executive Independent
first term as Independent Director of the Company Directors of the Company had no pecuniary relationship
on November 12, 2022. On the recommendation of or transactions with the Company, other than sitting fees,
NRC and the Board of Directors, the shareholders of commission and reimbursement of expenses, if any.
Pursuant to the provisions of Section 149(7) of the Detailed information of these Committees and relevant
Act, the Independent Directors of the Company have information for the year under review are set out in the
submitted declarations stating that they meet the criteria of Corporate Governance Report.
independence as provided in Section 149(6) of the Act along
ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND
with Rules framed thereunder read with Regulation 16(1)(b)
BOARD:
of the Listing Regulations and Regulation 25(8) of the Listing
Regulations. The Board is of the opinion that the Independent Pursuant to the applicable provisions of the Act and the Listing
Directors of the Company possess requisite qualifications, Regulations, the Board has carried out an annual evaluation
experience, expertise, and proficiency and they hold the of its own performance, the performance of the Directors as
highest standards of integrity. well as the evaluation of the working of its Committees. The
Nomination and Remuneration Committee of the Company
The Independent Directors of the Company have confirmed
(‘NRC’) has defined the evaluation criteria, and procedure
that they have enrolled themselves in the Independent
for the Performance Evaluation process for the Board, its
Director’s Databank maintained with the Indian Institute of Committees and Directors.
Corporate Affairs (IICA) in terms of provisions of Section 150
of the Act read with Rule 6 of the Companies (Appointment & The performance of the Board and its functioning were
Qualification of Directors) Rules, 2014. evaluated based on various criteria including expertise and
experience of the Board, industry knowledge, diversity,
Pursuant to the provisions of Section 203 of the Act, the Key Board Meeting procedure, Board Development, succession
Managerial Personnel (‘KMP’) of the Company as on March planning etc.
31, 2023, were: Mr. Mukesh Shah, Chairman and Managing
Director; Mr. Jayen Shah, Whole Time Director and Chief All committees of the Board were evaluated based on
Executive Officer; Mr. Tushar Shah, Whole Time Director and various criteria including their function and duties, periodical
Chief Financial Officer; Mr. Bimal Shah, Whole Time Director, reporting to the Board along with their suggestions and
Mr. Nikhil Kamat, Whole Time Director and Ms. Pooja Lohor, recommendations and procedure of the Meetings etc.
Company Secretary. In a separate meeting of Independent Directors, the
NUMBER OF BOARD MEETINGS: performance of Non-Independent Directors, the Board as
a whole and the Chairman of the Company was evaluated
The Board met five times during the year under review. by the Independent Directors. The evaluation of the
The maximum gap between two Board meetings did not Chairperson was done based on criteria which among others
exceed 120 days. The details of the Board meetings and included managing relationship with shareholders and
the attendance of Directors are provided in the Corporate employees, board, management and leadership qualities.
Governance Report forming part of the Annual Report. The performance of all Executive Directors as well as
COMMITTEES OF THE BOARD: Independent Directors has been evaluated by whole Board
based on the criteria which include participation at Board/
As on the date of this report, the Board has the following Committee Meetings, managing relationships with other
committees: fellow members and senior management, personal attributes
i) Audit Committee like ethics and integrity etc.
ii) Nomination and Remuneration Committee The Board and NRC reviewed the performance of the Board,
its Committees and the Directors. The same was discussed
iii) Stakeholders Relationship Committee
in the Board Meeting and the feedback received from the
iv) Corporate Social Responsibility Committee Directors on the performance of the Board and its Committees
was also discussed. The Board was satisfied with the overall
v) Risk Management Committee.
performance of the Board, Board Committees and individual
vi) Executive Committee Directors.
vii) Strategic Growth Committee NOMINATION AND REMUNERATION POLICY:
All the recommendations made by the Board Committees The Company has in place a Nomination and Remuneration
including the Audit Committee, were accepted by the Board. Policy for the Directors, KMP and other employees pursuant
to the provisions of the Act and the Listing Regulations which payable to the Cost Auditors is required to be ratified
is available on the website of the Company i.e. https://www. by the shareholders. Accordingly, a resolution seeking
fineorganics.com/investor-policies/ ratification by the members for the remuneration is
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR listed as Item No. 5 of the AGM Notice as an Ordinary
ADEQUACY: Resolution.
Your Company has an adequate system of internal financial III. Secretarial Auditors
controls that is commensurate with the size, scale and nature Pursuant to the provisions of Section 204 of the Act
of its operations. These have been designed to provide and the Companies (Appointment and Remuneration of
reasonable assurance with regard to recording and providing Managerial Personnel) Rules, 2014, the Company has
reliable financial and operational information, complying with
appointed M/s. Ks & Associates - Company Secretaries,
applicable accounting standards, safeguarding its assets,
Mumbai (Certificate of Practice Number 5163) to
prevention and detection of errors and frauds and timely
undertake the Secretarial Audit of the Company for
preparation of reliable financial information.
the F.Y. 2023-24. Further, the report of the Secretarial
AUDITORS: Auditor for the F.Y. 2022-23, is appended as “Annexure
I. Statutory Auditors A” to this report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
M/s. B Y & Associates, Chartered Accountants, Mumbai
(Firm Registration No. 123423W) whose term of office DETAILS IN RESPECT OF FRAUDS REPORTED BY
was until the conclusion of the 20th AGM of the Company AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
were re-appointed as the Statutory Auditors of the “OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
Company at the 20th AGM held on August 23, 2022, for CENTRAL GOVERNMENT”:
a further term of 3 years i.e. from the conclusion of the
During the year under review, the Statutory Auditors, Cost
20th AGM up to the conclusion of the 23rd AGM to be held
Auditors and Secretarial Auditors have not reported any
in the year 2025. As per the provisions of Section 139
instances of fraud committed in the Company by its officers
of the Act, M/s. B Y & Associates have confirmed that
or employees, to the Audit Committee under Section 143(12)
they are not disqualified from continuing as the Auditors
of the Act. Therefore, the details of same are not provided
of the Company. The report of the Statutory Auditors
herein.
for the F.Y. 2022-23 alongwith notes to Schedules is a
part of the Annual Report. The report of the Statutory RISK MANAGEMENT:
Auditors does not contain any qualification, reservation
Risk Management is an integral part of the Company’s
or adverse remark.
operations. The Company evaluates risks that can impact its
II. Cost Accounts and Cost Auditors strategic, operational, compliance and reporting objectives.
The Company is required to make and maintain cost Mechanisms for the identification and prioritisation of risks
records for its products as specified by the Central include scanning the business environment and continuous
Government under sub-section (1) of section 148 of the monitoring of internal risk factors. Major risks identified by
Act. Accordingly, the Company has been making and the Company’s business and functions are systematically
maintaining the records as required. addressed through mitigating actions on a continuing basis.
The Board of Directors has constituted Risk Management
The Board, on the recommendation of the Audit
Committee has approved the appointment of M/s. Committee (RMC). The RMC is chaired by an Independent
Y. R. Doshi & Associates, Cost Accountants, Mumbai Director. The RMC closely monitors risk management efforts
(Firm Registration No. 000286) as the Cost Auditors and provides insights for effective Risk Management across
of the Company to audit the cost records for the our operations. A detailed note on risk management is
F.Y. 2023-24. In terms of Rule 14 of the Companies given under the financial review section of the Management
(Audit and Auditors) Rules, 2014, the remuneration Discussion and Analysis of this Annual Report.
Particulars of loans, guarantees and investments covered The information required under Section 197(12) of the Act
under Section 186 of the Act forms part of the notes to the read with Rule 5 (1) of the Companies (Appointment and
Standalone Ind AS financial statements provided in this Remuneration of Managerial Personnel) Rules, 2014 is
Annual Report. attached as “Annexure D” to this report.
Company being among the top one thousand listed entities CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
has prepared its Business Responsibility and Sustainability FOREIGN EXCHANGE EARNINGS AND OUTGO:
Report which is presented in a separate section forming The information pertaining to the conservation of energy,
an integral part of this Annual Report. The BRSR indicates technology absorption, foreign exchange earnings and outgo
the Company’s performance against the principles of the as required under Section 134(3)(m) of the Act read with
‘National Guidelines on Responsible Business Conduct’. Rule 8 (3) of the Companies (Accounts) Rules, 2014 is
DIVIDEND DISTRIBUTION POLICY: furnished in “Annexure E” to this report.
Annexure A (Contd.)
• In the Annual General Meeting dated August 23, Director of the Company.
2022, the shareholders approved ratification of
• In the Annual General Meeting dated
the appointment of Shri Nikhil D. Kamat (DIN:
August 23, 2022, the shareholders approved
00107233), as Director of the Company.
the reappointment of Shrimati Pratima Umarji
• In the Annual General Meeting dated August 23, (DIN: 005294496) as an Independent Non-
2022, the shareholders approved the appointment Executive Director of the Company, approved
of Shri Nikhil D. Kamat (DIN: 00107233), as Whole the reappointment of Shri Prakash Apte
time Director of the Company. (DIN: 00196106) as an Independent Non-
Executive Director of the Company, approved
• In the Annual General Meeting dated August
the reappointment of Shri Thiruvengadam
23, 2022, the shareholders approved the
Parthasarathi (DIN: 00016375) as an Independent
reappointment of Shri Mukesh M. Shah (DIN:
00106799) as Managing Director of the Company, Non-Executive Director of the Company,
approved reappointment of Shri Jayen R. Shah (DIN: approved the reappointment of Shri Mahesh
00106919) as Whole time Director & CEO of the Sarda (DIN: 00023776) as an Independent Non-
Company, approved reappointment of Shri Tushar Executive Director of the Company, approved
R. Shah (DIN: 00107144) as Whole time Director the reappointment of Shri Kaushik Shah (DIN:
& CFO of the Company, approved reappointment of 00124756) as an Independent Non-Executive
Shri Bimal M. Shah (DIN: 03424880) as Whole time Director of the Company.
We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:
Annexure A (Contd.)
Assumptions & Limitation of scope and Review: Requirements) Regulations, 2015 and is neither
1. Compliance of the applicable laws and ensuring an assurance as to the future viability of the listed
the authenticity of documents and information entity nor of the efficacy or effectiveness with
furnished, are the responsibilities of the which the management has conducted the affairs
management of the listed entity. of the listed entity.
Annexure B
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso
thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis – Not Applicable
(a) Name(s) of the Related Party & Nature of relationship Fine Organics (USA) Inc. is a wholly owned
subsidiary of the Company
(b) Nature of contracts / arrangements / transaction Sale of products
(c) Duration of the Contracts / Arrangements / Transactions F.Y. 2022-23
(d) Salient terms of the contracts or arrangement or transactions including The transaction of sale of products with
the value, if any the aforesaid subsidiary is on arm’s
length basis and the aggregate value of
such transaction during F.Y. 2022-23 was
` 41,180.01 lakhs.
(e) Date(s) of approval by the Board, if any Not Applicable
(f) Amount paid as advances, if any NIL
Mukesh Shah
Chairman & Managing Director
Mumbai: May 24, 2023
3. Provide the web-link where the composition of CSR Committee, CSR Policy and CSR Projects approved by the Board
are disclosed on the website of the Company
The web-link where the composition of CSR Committee is disclosed on the website is - https://www.fineorganics.com/
investor-committees/
The web-link where CSR Projects are disclosed on the website is - https://www.fineorganics.com/corporate-social-
responsibility/
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance
of sub-rule (3) of rule 8, if applicable
Not Applicable.
5. (a) Average Net Profit of the Company as per sub-section (5) of section 135: ` 23,739.52 lakhs
(b) Two percent of the Average Net Profit of the Company as per sub-section (5) of section 135: ` 474.80 lakhs
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(d) Amount required to be set off for the financial year, if any: NIL
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: ` 474.80 lakhs
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ` 473.00 lakhs
(b) Amount spent in administrative Overheads: ` 5.05 lakhs
(d) Total amount spent for the financial year [(a)+(b)+(c)]: ` 478.05 lakhs
Annexure C (Contd.)
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial years:
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount in the
Financial Year: No
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per sub-section (5)
section 135: Not Applicable
INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The ratio of the remuneration of each director to the median remuneration of the employees of the Company and the percentage
increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial
year 2022-23:
Sr. Name Designation Ratio of remuneration of % increase/ (decrease)
No director to the median
remuneration
1 Mr. Prakash Kamat* Former Chairman and Whole 10.06 NA
Time Director
2 Mr. Mukesh Shah Executive Chairman and 60.08 31.43
Managing Director
3 Mr. Jayen Shah Whole Time Director and 60.08 31.43
Chief Executive Officer
4 Mr. Tushar Shah Whole Time Director and 60.08 31.43
Chief Financial Officer
5 Mr. Bimal Shah Whole Time Director 60.08 31.43
6 Mr. Nikhil Kamat** Whole Time Director 15.02 NA
7 Mr. Prakash Apte Independent Director 3.67 38.77
8 Mr. Kaushik Shah Independent Director 3.57 37.09
9 Mr. Mahesh Sarda Independent Director 3.49 39.32
10 Mr.Parthasarathi Independent Director 3.49 37.18
Thiruvengadam
11 Ms. Pratima Umarji Independent Director 3.25 32.53
12 Ms. Pooja Lohor Company Secretary - 28.42
* On account of his demise, he ceased to be a Director of the Company w.e.f. June 17, 2022.
** Appointed as a Whole Time Director of the Company for a period of 5 years w.e.f. June 27, 2022.
Notes:
• Remuneration to Executive Directors includes a commission paid for the financial year 2022-23.
• Remuneration to Independent Directors includes sitting fees and the Commission paid for the financial year 2022-23.
• Number of permanent employees on the rolls of the Company as on March 31, 2023: 825
• The remuneration to Directors is within the overall limits approved by the shareholders. Yes
• The median remuneration is ` 7.76 lakhs for the financial year 2022-23.
• The percentage increase in the median remuneration of employees in the financial year 2022-23 is 32.08%
• Employee whose remuneration was in excess of the remuneration of the highest-paid Director during the financial year
2022-23: None
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration:
% change in remuneration
Average increase in salary of employees (other than managerial personnel) 18.11
Average increase in remuneration of managerial personnel 17.22
Affirmation: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management is as per the
Remuneration Policy of the Company.
Annexure E
during the year under review and at the last AGM, the name of other listed entities in which the Director is a director
and the number of Directorships and Committee Chairpersonships / Memberships held by them in other public limited
companies as on March 31, 2023, are given herein below.
Sr. Name of the Number Whether No. of *No. of committee Directorship in other
No. Director and of Board attended Directorships positions held in listed entity (Category of
category Meeting last AGM in other other public limited Directorship)
attended held on public limited companies
during August companies Chairperson Member Name of the Category of
F.Y. 23, 2022 Company Directorship
2022-23
A Promoter and
Executive Directors
1 Mr. Mukesh Shah 5 Yes - - - - -
(Chairman and
Managing Director)
(DIN:00106799)
2 Mr. Jayen Shah 5 Yes - - - - -
(Chief Executive
Officer)
(DIN:00106919)
3 Mr. Tushar Shah 5 Yes - - - - -
(Chief Financial
Officer)
(DIN:00107144)
4 Mr. Bimal Shah 5 Yes - - - - -
(DIN:03424880)
5 Mr. Nikhil Kamat 3 Yes
(DIN:00107233)
B Non-Executive
Independent
Directors
6 Mr. Prakash Apte 5 Yes 5 3 5 Kotak Independent
(DIN:00196106) Mahindra Director
Bank Limited
GMM Independent
Pfaudler Director
Limited
Blue Dart Independent
Express Director
Limited
7 Mr. Kaushik Shah 5 Yes - - - - -
(DIN:00124756)
8 Mr. Mahesh Sarda 5 Yes 1 - 1 - -
(DIN:00023776)
9 Mr. Thiruvengadam 4 Yes 5 0 3 Centum Independent
Parthasarathi Electronics Director
(DIN:00016375) Limited
The Western Non-
India Executive
Plywoods Director
Limited
10 Ms. Pratima Umarji 5 Yes - - - - -
(DIN:05294496)
of the Act read with Regulation 16(1)(b) of the Directors reviewed the following:
Listing Regulations.
• the performance of Non-Independent Directors
In the opinion of the Board, the Independent and the Board as a Whole;
Directors fulfill the conditions of independence
• the performance of the Chairperson of the
specified in the Act and the Listing Regulations
Company, taking into account the views of
and are independent of the management. Further,
Executive Directors and Non-Executive Directors;
the Board is of the opinion that the Independent
Directors of the Company possess requisite They also assessed the quality, quantity and
qualifications, experience and expertise and they timeliness of the flow of information between the
hold the highest standards of integrity. Company Management and the Board.
Further, the Independent Directors have in terms The Chairperson of the meeting of the Independent
of Section 150 of the Act read with Rule 6 of Directors presented the views of the Independent
the Companies (Appointment & Qualification of Directors to the Chairperson of the Company.
Directors) Rules, 2014, confirmed that they have (h) Matrix of skills/expertise/competencies of the
enrolled themselves in the Independent Directors Board of Directors
Databank maintained with the Indian Institute of
Corporate Affairs (‘IICA’). The Board of the Company comprises qualified
members with the necessary skills, expertise
(g) Meeting of Independent Directors and competence for effective contribution to the
Pursuant to Regulation 25(3) of the Listing Board and its Committees. The Board members
Regulations, the Company’s Independent Directors are committed to ensure that the Company is in
met on March 27, 2023, without the presence compliance with the highest standards of Corporate
of Non-Independent Directors or members of Governance.
Management. At this meeting, the Independent
The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the
Company which are currently available with the Board:
Global Business and Strategy Technology Finance Leadership Corporate Personal
Governance Values
Understanding various Product Financial Guiding and leading Service on Personal
geographical markets, development, management, management teams a public characteristics
business development, process managing to make decisions company matching the
identifying and working technology, financial in uncertain board to Company’s
towards global market leading systems, environments, develop values, such
opportunities, expanding research and financial project management, insights about as integrity,
existing opportunities, development, reporting strategic planning, maintaining accountability,
developing robust sales developing process, risk management, board and and high-
and marketing teams, applications internal legal, effective management performance
identifying and developing for existing financial communication, accountability, standards.
new products, customers and new control, awareness of protecting
and markets, experience products. capital business process, shareholder
in strategy and business allocation, developing talent, interests and
management, mergers principal integrity, building observing
and acquisitions, strategic controller, relations, innovation, appropriate
directions to the management, and capex developing governance
branding, understanding the management. leadership skills, practices.
macroeconomic environment, planning successions
having adequate knowledge and high quality
of the regulations and operations
legislations of the markets in management.
which the business operates.
Sr. Name of the Global Business Technology Finance Leadership Corporate Personal
No Directors and Strategy Governance Values
1 Mr. Mukesh Shah
2 Mr. Jayen Shah
3 Mr. Tushar Shah
4 Mr. Bimal Shah
5 Mr. Nikhil Kamat
6 Mr. Prakash Apte
7 Mr. Mahesh Sarda
8 Mr. Thiruvengadam
Parthasarathi
9 Ms. Pratima Umarji
10 Mr. Kaushik Shah
These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may
possess varied combinations of skills/experience within the described set of parameters, and it is not necessary that all
Directors possess all skills/experience listed therein.
(i) Details of equity shares of the Company held by the Directors as on March 31, 2023, are given below:
The number of equity shares of face value of ` 5 each of the Company held by the Directors as on March 31, 2023, is as
under:
Name Category Number of
equity shares held
Mr. Mukesh Shah Promoter and Executive Director 17,64,045
Mr. Jayen Shah Promoter and Executive Director 34,23,627
Mr. Tushar Shah Promoter and Executive Director 36,99,182
Mr. Bimal Shah Promoter and Executive Director 18,10,227
Mr. Nikhil Kamat Executive Director 19
Mr. Prakash Apte Non-Executive Independent Director --
Mr. Mahesh Sarda Non-Executive Independent Director --
Mr. Thiruvengadam Parthasarathi Non-Executive Independent Director --
Ms. Pratima Umarji Non-Executive Independent Director --
Mr. Kaushik Shah Non-Executive Independent Director --
(j) Inter - Se Relationship Between Directors: The details of the familiarisation programme are
disclosed on the website of the Company at the
Mr. Mukesh Shah, Mr. Jayen Shah, Mr. Tushar Shah
web link https://www.fineorganics.com/investor-
and Mr. Bimal Shah are related to each other. Other
familiarization-programme/
than them, no other Directors are related to each
other. (I) Code of Conduct:
The Company has a defined code of conduct for its
(k) Familiarisation Programme
Directors and Senior Management Personnel and
Pursuant to Regulation 25(7) of the Listing the same is uploaded on the website, web-link of
Regulations, the Company conducts a which is https://www.fineorganics.com/investor-
familiarisation programme for the Independent policies/.
Directors to provide them with an opportunity to
All the Board Members and Senior Management of
be familiar with the Company, its management and
the Company have affirmed compliance with their
its operations so as to gain a clear understanding
respective Codes of Conduct. A declaration to this
of their roles and responsibilities and contribute
effect duly signed by the CEO forms part of this
significantly towards the growth of the Company.
Report.
Fine Organic Industries Limited
74 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
The Company is in compliance with the provisions of the Act and the Listing Regulations with regard to the constitution of
the Board Committees. Composition, terms of reference and duties and responsibilities of each of the Board Committees are
based on the provisions of the Act and the Listing Regulations.
The Board Committees play a crucial role in the governance structure of the Company and they deal with specific areas of
concern for the Company that need a closer review. Each of these Committees has the authority to engage outside experts,
advisors and counsels to the extent it considers appropriate to assist in its functions. The Committee operate under the direct
supervision of the Board and Chairpersons of the respective committee and report to the Board about the deliberations
and decisions taken by the Committee. The recommendations of the Committees are submitted to the Board for approval.
Minutes of proceedings of the Committee meetings are circulated to the respective Committee members and placed before
the Board meeting for noting.
The Company has constituted various Committees in compliance with the provisions of the Act and the Listing Regulations.
The Company Secretary acts as the Secretary of all Board Committees. There are seven Board Committees as on March 31,
2023, which comprises five statutory Committees and two other Committees that has been formed, considering the needs
of the Company, details of which are as follows:
The Committee met five times during the year under review.
The Committee meetings were held on May 26, 2022, May 27, 2022, August 09, 2022, November
10, 2022, and February 09, 2023.
The maximum interval between any two meeting was well within the maximum gap allowed of
one hundred and twenty days.
The necessary quorum was present for all the Audit Committee meeting.
On the invitation of the Committee, the representatives of the Finance Department, the Statutory
Auditors and Internal Auditors and in certain cases, other senior officials of the Company were
present in its meeting.
Mr. Mahesh Sarda, Chairman of the Audit Committee was present at the previous AGM of the
Company held on August 23, 2022.
Name of the Committee Nomination and Remuneration Committee
Extract of Terms of 1. Formulating the criteria for determining qualifications, positive attributes and independence
Reference of a director and recommending to the Board a policy, relating to the remuneration of the
directors, key managerial personnel and other employees;
2. Formulating criteria for evaluation of the performance of the independent directors and the
Board;
4.
Identifying persons who qualify to become director or who may be appointed in senior
management in accordance with the criteria laid down, recommending to the Board their
appointment and removal, and carrying out evaluations of every directors performance;
5.
Determining compensation levels payable to the senior management personnel and other
staff (as deemed necessary), which shall be market-related, usually consisting of a fixed and
variable component;
6.
Recommend to the board, all remuneration, in whatever form, payable to the senior
management.
Composition and Name of Directors No. of Meeting attended
Meeting Details
Mr. Thiruvengadam Parthasarathi (Chairman) 2
Ms. Pratima Umarji 2
Mr. Mahesh Sarda 2
Mr. Prakash Kamat (On account of his demise, he ceased to be a -
member of the Committee w.e.f. June 17, 2022)
Mr. Mukesh Shah (Appointed as a member of the Committee -
w.e.f. June 27, 2022)
The Committee met twice during the year under review. The Committee meetings were held on
May 16, 2022, and June 27, 2022.
The necessary quorum was present for the Nomination and Remuneration Committee meetings.
The performance evaluation of Independent Directors was based on various criteria, inter alia,
including attendance at Board and Committee meetings, skill, experience, ability to challenge
views of others in a constructive manner, knowledge acquired with regard to the Companys
business, understanding of the industry and global trends, etc. During the year under review,
the Committee ascertained and reconfirmed that the deployment of “questionnaire” as a
methodology is effective for the evaluation of the performance of the Board and Committees and
Individual Directors.
3. Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar and Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.
6. Carrying out any other function as may be decided by the Board or prescribed under the Act
the Listing Regulations as amended, or by any other regulatory authority.
Composition and Name of Directors No. of Meeting attended
Meeting Details Ms. Pratima Umarji (Chairperson) 4
Mr. Prakash Apte 4
Mr. Kaushik Shah 4
Mr. Mukesh Shah 4
Mr. Jayen Shah 4
Mr. Tushar Shah 4
The Committee met four times during the year under review. The Committee meetings were held
on May 26, 2022, August 09, 2022, November 10, 2022, and February 09, 2023.
Ms. Pratima Umarji, Chairperson of the Stakeholders Relationship Committee was present at the
previous AGM of the Company held on August 23, 2022.
The Committee met twice during the year under review. The Committee meetings were held on
April 08, 2022, and August 09, 2022.
Name of the Committee Risk Management Committee
Extract of Terms of 1. Formulating a detailed risk management policy which shall include:
Reference
(a) A framework for identification of internal and external risks specifically faced by the listed
entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG
related risks), information, cyber security risks or any other risk as may be determined by the
Committee;
(b) Measures for risk mitigation including systems and processes for internal control of identified
risks;
(c) Business continuity plan;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and
evaluate risks associated with the business of the Company;
3. To monitor and oversee the implementation of the risk management policy, including
evaluating the adequacy of risk management systems;
4. To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
5. To keep the Board of Directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall
be subject to review by the Risk Management Committee.
The Committee met thrice during the year under review. The Committee meetings were held on
May 26, 2022, October 07, 2022, and March 29, 2023.
The necessary quorum was present for all the Risk Management Committee meetings.
Name of the Committee Strategic Growth Committee
Extract of Terms of 1. To review and approve the medium-term and long-term strategic business development
Reference plans, both organic and inorganic;
2.
To formulate and implement an expansion strategy for the Company;
3.
To review strategies for the objectives decided with respect to financial, technical, operational
and any other significant matters affecting the development of the Company;
The Committee was constituted by the Board of Directors on February 09, 2023. No committee
meeting was held during the F.Y. 2022-23.
Name of the Committee Executive Committee
Extract of Terms of 1. To approve the opening and/or closing of bank accounts with any bank and make necessary
Reference changes in the operations of the existing bank accounts.
2. To authorise the Company’s officials to execute, sign, submit and file any applications,
affidavits, undertakings or any other writings before any Magistrate, Court of Law, Tribunal,
Government Authorities and judicial/non-judicial Bodies and any other authority and also
to represent the Company before the said Magistrate, Court of Law, Tribunal, Government
Authorities judicial/non-judicial bodies and other Authority.
3. To approve execution of any agreements, undertakings, letters, writings, deeds, contracts,
tenders and any document, which may be required to be executed by the Company from
time to time for management of its day-to-day affairs and authorise officials of the Company
to execute and submit such documents with concerned authorities.
4. To grant such other authorisations and approvals to any official of the Company or any other
person on behalf of the Board of Directors as may be required for day-to-day management
of the Company’s business.
Ms. Pooja Lohor, Company Secretary of the Company has been appointed as a Compliance Officer of the Company on
November 11, 2017.
Name: Ms. Pooja Lohor
Designation: Company Secretary and Compliance Officer
Address: Fine House, Anandji Street, Off M.G. Road, Ghatkopar East, Mumbai - 400 077, India
Tel: +91 (22) 2102 5000
Fax: +91 (22) 21028899 / 21026666
Email: [email protected]
ii. Status of Shareholder Complaints
Details of investor complaints received and redressed during the F.Y. 2022-23 are as follows:
Nature of Complaints Received during the Resolved during Pending during the
year the year year
Non-receipt of Dividend etc. 8 8 0
Remuneration payable to the Executive Directors is recommended by the Nomination and Remuneration Committee within
the limits prescribed by the Act, is approved by the Board and is subject to the overall limits approved by the shareholders.
Details of remuneration of the Executive Directors approved by the Board and paid during the Financial Year 2022-23 are
given below:
(` in lakhs)
Name of Executive Designation Salary and Commission Total Amount
Directors perquisites
Mr. Prakash Kamat Former Chairman and Whole 77.00 - 77.00
Time Director(On account of
demise, he ceased to be a
Director w.e.f. June 17, 2022)
Mr. Mukesh Shah Chairman (Appointed as a 360.00 100.00 460.00
Chairman w.e.f. June 27,
2022) and Managing Director
(Re-appointed w.e.f. November
06, 2022, for a period of 5 years)
(` in lakhs)
Name of Executive Designation Salary and Commission Total Amount
Directors perquisites
Mr. Jayen Shah Whole Time Director and Chief 360.00 100.00 460.00
Executive Officer
(Re-appointed w.e.f. November
06, 2022, for a period of 5
years)
Mr. Tushar Shah Whole Time Director and Chief 360.00 100.00 460.00
Financial Officer
(Re-appointed w.e.f. November
06, 2022, for a period of 5
years)
Mr. Bimal Shah Whole Time Director 360.00 100.00 460.00
(Re-appointed w.e.f. November
06, 2022, for a period of 5
years)
Mr. Nikhil Kamat Whole Time Director 90.00 25.00 115.00
(Appointed as a Director w.e.f.
June 27, 2022)
The appointment of the Managing Director and the Whole Time Directors is for a period of 5 years. The Managing
Director and the Whole Time Directors may resign from the service of the Company by giving three month’s notice in
advance. The Company has the right to terminate the service of the Managing Director and the Whole Time Directors by
giving three month’s notice in writing or salary in lieu thereof.
The Non-Executive Directors are entitled to sitting fees for attending the meetings of the Board and of the Committees
thereof and commission as approved by the Board from time to time. Sitting fees paid to the Non-Executive Directors are
within the prescribed limits under the Act. The details of sitting fees paid and commission payable during the financial
year are as under:
(` in lakhs)
Sr. Name of Non-Executive Directors Sitting Fees Commission Total Amount
No.
1. Mr. Prakash Apte 8.10 20.00 28.10
2. Mr. Mahesh Sarda 6.75 20.00 26.75
3. Mr. Thiruvengadam Parthasarathi 6.75 20.00 26.75
4. Ms. Pratima Umarji 4.85 20.00 24.85
5. Mr. Kaushik Shah 7.35 20.00 27.35
Besides the remuneration stated as above, none of the Non-executive and Independent Directors of the Company have
any other pecuniary relationship with the Company or relationship with the managerial personnel.
The details of the Annual General Meetings convened during the last three years are as follows:
Financial Date Time Location Special Resolution passed
Year
2019-20 September 18, 2020 11:00 a.m. The meeting was NIL
conducted through VC
/ OAVM pursuant to the
circulars issued by the
MCA.
2020-21 August 24, 2021 11:00 a.m. The meeting was NIL
conducted through VC
/ OAVM pursuant to the
circulars issued by the
MCA.
2021-22 August 23, 2022 11:00 a.m. The meeting was 1. Appointment of Mr. Nikhil Kamat as a
conducted through VC Whole Time Director of the Company.
/ OAVM pursuant to the
2. Re-Appointment of Mr. Mukesh Shah as
circulars issued by the
a Managing Director of the Company.
MCA.
3. Re-appointment of Mr. Jayen Shah
as a Whole Time Director and Chief
Executive Officer of the Company.
4. Re-appointment of Mr. Tushar Shah
as a Whole Time Director and Chief
Financial Officer of the Company.
5. Re-appointment of Mr. Bimal Shah as a
Whole Time Director of the Company.
6. Re-appointment of Mr. Prakash Apte
as an Independent Non-Executive
Director of the Company.
7. Re-appointment of Mr. Thiruvengadam
Parthasarathi as an Independent Non-
Executive Director of the Company.
8. Re-appointment of Mr. Mahesh Sarda
as an Independent Non-Executive
Director of the Company.
9. Re-appointment of Ms. Pratima Umarji
as an Independent Non-Executive
Director of the Company.
10. Re-appointment of Mr. Kaushik Shah
as an Independent Non-Executive
Director of the Company.
11. Commission to Non-Executive
Directors of the Company (other than
Managing Director and Whole Time
Directors).
No Extraordinary General Meeting of the Members was held during the last three years.
C) POSTAL BALLOT
No resolution was required to be passed by means of a postal ballot during the year.
Market price data - high, low during each month in last financial year:
High/Low in each month of financial year 2022-23 on the BSE Limited and National Stock Exchange of India Limited:
Month BSE NSE
High Price Low Price Total Number of High Price Low Price Total Number of
shares traded shares traded
Apr-22 4,742.85 3,971.25 40,871 4740.00 3,972.40 5,89,968
May-22 5,032.45 4,028.00 98,545 5,043.90 4,021.80 14,33,283
June-22 6,139.00 4,421.40 1,88,391 6,139.90 4,422.50 44,57,045
July-22 5,567.20 4,785.00 94,958 5,564.60 4,780.00 12,87,465
Aug-22 6,909.35 5,387.00 1,06,854 6,844.95 5,386.50 21,12,482
7,500 65,000
7,000
6,500
6,000 60,000
5,500
5,000 55,000
4,500
4,000
3,500 50,000
22
22
3
2
22
22
23
23
2
22
2
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-2
2
-2
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c-
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ay
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details of share capital admitted on National Securities total share capital admitted with NSDL and CDSL and
Depository Limited (“NSDL”), Central Depository held in physical form, with the total issued and listed
Services (India) Limited (“CDSL”) and held in physical capital of the Company. The certificate of share capital
form by the shareholders. The quarterly audit of the audit received from the concerned Practicing Company
Companys share capital is carried out by a Practicing Secretary is submitted to BSE and NSE and is also placed
Company Secretary with the object of reconciling the at the meeting of the Board of Directors on a quarterly
basis.
The Company has established connectivity with CDSL and NSDL for dematerialisation of shares. As on March 31, 2023,
Equity shares representing 100% of paid-up capital were in dematerialised form.
Description Shares % to Equity
No. of Shares held in dematerialised form in NSDL 2,94,80,522 96.15
No. of Shares held in dematerialised form in CDSL 11,79,454 3.85
Total 3,06,59,976 100.00
Outstanding Global depository receipts or American shares, change of address, change in bank details, etc.
depository receipts or warrants or any convertible
The Compliance Officer can also be contacted at:
instruments, conversion date and likely impact on
equity: Ms. Pooja Lohor
Company Secretary and Compliance Officer
The Company has not issued any global depository
receipts or American depository receipts or warrants Fine House, Anandji Street, Off M.G. Road,
or any convertible instruments in the past and hence, Ghatkopar East, Mumbai - 400 077 India
as on March 31, 2023, the Company does not have any Tel: +91 (22) 2102 5000
outstanding Global depository receipts or American
Fax: +91 (22) 21028899 /21026666
depository receipts or warrants or any convertible
instruments. Email: [email protected]
b) The Internal Auditors of the Company report to the The Company has appointed the Company Secretary as
Audit Committee and participate in the meetings the Compliance Officer to ensure compliance with the
of the Audit Committee of the Board of Directors said Code by all the Directors and employees likely to
of the Company and present their internal audit have access to unpublished price-sensitive information.
observations to the Audit Committee.
Vigil Mechanism/Whistle-Blower Policy for Directors
Auditors Fees and Employees
During the F.Y. 2022-23, total fees of ` 55 lakhs were The Company has established a Vigil Mechanism,
paid to the statutory auditors by the Company for all which includes a Whistle Blower Policy, for its Directors
services to the listed company on a consolidated basis. and employees, to provide a framework to facilitate
Additionally, the statutory auditors of the Company responsible and secure reporting of concerns of
are also the statutory auditors of our JV company viz., unethical behaviour, actual or suspected fraud or
Fine Zeelandia Private Limited and have been paid an
violation of the Company’s Code of Conduct and Ethics.
amount of ` 4 lakhs for their services.
No person is denied access to the Chairperson of the
Disclosure under the Sexual Harassment of Women Audit Committee. The details of the establishment of
at Workplace (Prevention, Prohibition and Redressal) the Vigil Mechanism/Whistle Blower Policy are posted
Act, 2013 on the website of the Company and the weblink to
As per the requirement of the Sexual Harassment of the same is https://www.fineorganics.com/investor-
Women at Workplace (Prevention, Prohibition and policies/
In terms of the Listing Regulations, there have been Name of the Material Subsidiary of the Company: NA
no instances during the year under review, when the Date of Incorporation: NA
recommendations of any of the Committees were not
Place of Incorporation: NA
accepted by the Board.
Date of Appointment of Statutory Auditors for the
Disclosure of commodity price risks and commodity
above material subsidiary: NA
hedging activities.
Certificate on Corporate Governance and Directors
The Company is exposed to commodity price risk
for its business operations. Currently, the Company A certificate has been received from M/s. Ks & Associates,
does not engage in any direct commodity hedging Company Secretaries, regarding compliance with the
activities. However, the Company has internal systems conditions of Corporate Governance, as stipulated in
through which price for our raw materials derived from the Listing Regulations and is annexed to this report and
commodities is monitored to the possible extent. The forms part of the Annual Report.
Company also manages the associated commodity price
The Company has also received the certificate from
risks through periodical contracts with vendors and
M/s. Ks & Associates, Company Secretaries and appended
customers.
hereto, certifying that none of the Directors on the Board
The Company is exposed to foreign exchange risks of the Company have been debarred or disqualified from
emanating from business, assets and liabilities being appointed or continuing as Directors of Companies
denominated in foreign currency. In order to hedge this by the SEBI, MCA or any such statutory authority.
risk, the Company uses forward contracts as hedging
Disclosures with respect to Demat Suspense Account/
instruments from time to time.
Unclaimed Suspense Account
Details of utilisation of funds raised through
preferential allotment or qualified institutional The disclosures with respect to the demat suspense
placement account / unclaimed suspense account are not
applicable to the Company for the F.Y. 2022-23.
The Company did not raise any funds through
preferential issues or qualified institutional placement
during the F.Y. 2022-23.
All the members of the Board and the Senior Management Personnel of the Company have for the year ended March 31, 2023,
affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Jayen Shah
Director and Chief Executive Officer
Mumbai: May 24, 2023
CERTIFICATE OF NON-DISQUALIFICATION
OF DIRECTORS
(pursuant to regulation 34(3) and schedule V Para C clause (10)(i) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Fine Organic
Industries Limited having CIN L24119MH2002PLC136003 and registered office at Fine House, Off M. G. Road, Ghatkopar East,
Mumbai - 400 077 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this
Certificate, in accordance with regulation 34(3) read with Schedule V Para-C clause (10)(i) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verification (including Directors Identifications Number
(DIN) status & Director Master Data at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by
the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the
Financial Year ending on March 31, 2023, have been debarred or disqualified from being appointed or continuing as Directors of
companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs.
Sr. Name of Director DIN Date of Appointment in Company
No.
1 Mukesh Maganlal Shah 00106799 May 24, 2002
2 Jayen Ramesh Shah 00106919 May 24, 2002
3 Tushar Ramesh Shah 00107144 May 24, 2002
4 Bimal Mukesh Shah 03424880 April 01, 2011
5 Nikhil Dattatraya Kamat 00107233 June 27, 2022
6 Mahesh Pansukhlal Sarda 00023776 November 13, 2017
7 Prakash Krishnaji Apte 00196106 November 13, 2017
8 Pratima Madhukar Umarji 05294496 November 13, 2017
9 Thiruvengadam Parthasarathi 00016375 November 13, 2017
10 Kaushik Dwarkadas Shah 00124756 January 24, 2018
Ensuring the eligibility for the appointment/continuity of every director on the board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
Kartik Shah
Membership No. 5732
Certificate of Practice No. 5163
Peer Review Certificate No.: 1225/2021
UDIN: F005732E000351550
Mumbai: May 24, 2023
The Members,
We have examined the compliance of conditions of corporate governance by Fine Organic Industries Limited (‘the Company’) to
the year ended on March 31, 2023, as stipulated in Regulation 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D
and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulation’).
Management Responsibility
The Compliance of conditions of Corporate Governance is the responsibility of the Company’s Management including the
preparation and maintenance of all relevant supporting records and documents.
PCS Responsibility
Our examination was limited to procedure and implementation thereof, adopted by the Company for ensuring compliance with
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and from the representations
made by the Company, Board of Directors and authorised persons as well as from the Management Representations made by the
Company during the conduct of audit and from the records maintained by the Company and from Board’s Report on Corporate
Governance and based on the Annual Report of the Company for the financial year ended March 31, 2023, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in above mentioned Listing Regulations
wherever applicable during the financial year ended March 31, 2023.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted affairs of the Company.
Restriction on use
This certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for other
purposes.
Company Secretaries
Kartik Shah
15. Products/Services sold by the Company (accounting for 90% of the Company’s turnover):
% of total turnover
S. No. Products/Services NIC Code
contributed (2022-23)
specialty performance
1. 20119 100%
additives
III. OPERATIONS
16. Number of locations where plants and/or operations/offices of the Company are situated:
National International
Total number of
7 NIL
plants
Locations Numbers
b. What is the contribution of exports as a percentage of the total turnover of the Company?
Approximately 65% of the Company’s total turnover is generated through exports.
IV. EMPLOYEES
Employees
Workers
Note: At present, the Company does not have any differently abled employees. However, the Company does not
discriminate against them, and the same policies are applicable to every employee, even at the time of recruitment.
Key Management
6 1 16.67%
Personnel
Permanent
5.00% 2.22% 4.07% 6.29% 4.72% 5.77% 4.40% 5.98% 5.04%
Employees
Permanent
1.43% 0.00% 1.41% 1.54% 0.00% 1.52% 2.33% 0.00% 2.29%
Workers
22. (i) Whether CSR is applicable as per section 135 of the Companies Act, 2013: (Yes/No)
Yes, in accordance with Section 135 of the Companies Act, 2013, read with Schedule VII thereto, the Company has built
a CSR framework that focuses on:
Woman Environmental
Education Healthcare empowerment conservation etc.
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:
2022-23 2021-22
Grievance redressal
Stakeholder group
mechanism in place (yes/ Number of Number of Number of
Number of
from
no) (if yes, then provide complaints complaints complaints
complaints
whom complaint with pending with pending
weblink for the grievance filed Remarks filed Remarks
received resolution resolution
redress policy) during the during the
at the end of at the end of
year year
the year the year
Yes, a framework is
in place to contact
the community to
Nil Nil Nil Nil Nil Nil
understand their
Communities concern and resolve
their issues
Complaints
Complaints
Yes, https://www.scores. received from
received from
gov.in/scores/Welcome. shareholders
shareholders
html during the year
8 0 during the year 12 0
pertaining to
Shareholders https://www.fineorganics. pertaining to non-
non-receipt of
com/contact-us/ receipt of dividend
dividend and
and Annual Report
Annual Report
Yes, https://www.
fineorganics.com/ Nil Nil Nil Nil Nil Nil
Employees & investor-policies/
workers
Yes https://www.
fineorganics.com/contact- Nil Nil Nil Nil Nil Nil
us/
Customers
Sr. Material issue Indicate whether Rationale for identifying the In case of risk, approach Financial implications of
No. identified risk or opportunity risk/opportunity to adapt or mitigate the risk or opportunity
(R/O) (indicate positive or negative
implications)
1. Extended product R • The regulatory approvals • Focus on improving • Reduced revenue due to loss
approval process received from different communications with of business.
industry/institutions are all relevant
generally granted for a limited stakeholders locally
duration. and internationally.
• The regulatory compliances • Proper understanding
are regularly revised of applicable regulation
depending on the geographical to make the approval
region, industry, end-users process faster.
and other factors.
• Generally, it takes three to
five years to get approvals
on the additives before a
manufacturer gets the nod as
an additive supplier to major
organisations. This means the
additive end-users are likely
to source tested additives
from established suppliers to
avoid expensive and lengthy
validation tests. This process
creates an entry barrier for a
Company before venturing into
new customers, geographies
and applications.
2. Vegetable oil prices R • Price of vegetable oils • Invest in commodities to • Increased cost of raw
depend upon the global as help prepare for sudden materials, resulting in lower
well as domestic demand- price fluctuations in the margins and impacting the
supply output & climate/crop market, and maintain a bottom-line.
conditions. future repository of raw
` materials that will help
• Changes in the duties made
survive the volatility of
by the Indian Government
resource.
and importing countries may
result in price volatility and • Maintain robust
fluctuations. relationship with our
key suppliers.
Sr. Material issue Indicate whether Rationale for identifying the In case of risk, approach Financial implications of
No. identified risk or opportunity risk/opportunity to adapt or mitigate the risk or opportunity
(R/O) (indicate positive or negative
implications)
5. Impact of climate R The business may face • Sustainable sourcing The Company does not enter
change challenges due to adverse from developed key into supply contract that
weather conditions and climate supplier can mitigate are longer than 12 months,
change, as these factors risks for the Company thereby exposing to risk of
can have an impact on crop by ensuring a stable increase in raw material prices
production. Since vegetable and reliable supply and decrease in profitability.
oils, which are key raw materials of raw materials Climate change related to
for the industry, are derived while promoting regulatory amendment could
from agriculture, any negative e n v i r o n m e n t a l result in increased regulatory
effects on crops can affect their stewardship and compliances, failure to comply
availability. Additionally, climate resilience. with the same could result in
change and related natural reputation risk.
• Enhancing green
disasters like floods, cyclones,
chemistry by reducing
and droughts can introduce
the use and generation
volatility in raw material prices,
of hazardous
potentially influencing farmers
substances
decisions. Such disruptions
can also impact supply chains, • Shifting to the use
production facilities, and even of alternate energy-
change customer demand and efficient fuels can
preferences. reduce the climate
change risk for the
Company by minimising
air emissions,
promoting cleaner
energy sources, and
reducing the Company's
overall carbon footprint.
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.
P P P P P P P P P
Disclosure questions
1 2 3 4 5 6 7 8 9
Policy and management processes
1. a. Whether the Company’s policy/policies cover
each principle and its core elements of the Yes
NGRBCs. (Yes/No)
b. Has the policy been approved by the Board?
Yes*
(Yes/No)
c. Weblink of the policies, if available. https://www.fineorganics.com/investor-policies/ **
2. Whether the Company has translated the policy into
Yes
procedures. (Yes/No)
3. Do the enlisted policies extend to value chain partners? Yes, we expect our value chain partners to adhere to the
(Yes/No) policies.
4. Name of the national and international codes/ P1 : ISO 9001, SEDEX, ECOVADIS, KOSHER, HALAL & FSSC
certifications/labels/standards (e.g., Forest 22000, COSMOS Ecocert
Stewardship Council, Fairtrade, Rainforest Alliance,
P2 : ISO 9001, SEDEX, FSSC 22000, FSSAI, ECOVADIS,
Trustea) standards (e.g., SA 8000, OHSAS, ISO,
REACH, JOSPHA, GMP+, EFFCI & RSPO
BIS) adopted by the Company and mapped to each
principle. P3 : SEDEX & ECOVADIS
P4 : ISO 9001, KOSHER, HALAL, FSSC 22000, GMP+, EFFCI
& RSPO, COSMOS Ecocert
P5 : SEDEX & EOVADIS
P6 : EOVADIS & SEDEX
P7 : ISO 9001, FSSAI, HALAL, FSSC 22000, ECOVADIS &
GMP+
P8 : ISO 9001, SEDEX, FSSC 22000, FSSAI, ECOVADIS,
REACH, JOSPHA, GMP+, EFFCI, KOSHER, HALAL &
RSPO, COSMOS Ecocert
P9 : ISO 9001, SEDEX, FSSC 22000, FSSAI, ECOVADIS,
REACH, JOSPHA, GMP+, EFFCI, KOSHER, HALAL &
RSPO, COSMOS Ecocert
Yes, the Company’s Sustainability Goals encompass climate
change, energy, greenhouse gases, renewable energy, tree
plantation, water, and packaging waste life cycle assessment.
5. Specific commitments, goals and targets set by the
It has adopted a clear roadmap and vision to positively
Company with defined timelines, if any.
impact society in the years to come. The Company intends
to regularly review the performance of these goals and keep
track of progress in the same direction.
6. Performance of the Company against the specific Various committees led by the Management and Board of
commitments, goals and targets along with reasons Directors frequently evaluate how effectively each principle
in case the same not met. is being implemented.
* All statutory policies are approved by the Board of Directors, whereas other policies are approved by Executive Directors or the
respective business/unit head.
* *These policies are internal documents and are circulated internally to the employees of the Company. Code of Conduct for
Board of Directors and Senior Management, CSR policies, Whistle Blower policy, etc. are available on website of the Company.
Fine Organic Industries Limited
100 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
7. Statement by the Director responsible for the Business Responsibility report, highlighting ESG-related challenges,
targets and achievements (listed entity has flexibility regarding the placement of this disclosure).
The Company’s Oleochemicals-derived additives and product solutions assist its customers in achieving their sustainability
objectives and help them in preparing for the future. To this end, 88% of the Company’s raw materials are green – derived
from vegetable origin.
The employees diligently work towards the Company’s mission and vision. In turn, the Company shows appreciation for their
efforts by improving their compensation and increasing the workforce by adding more like-minded employees.
To foster a sense of security and belongingness among its employees, the Company has extended health and insurance
coverage, along with financial support. The Company acknowledges its role in improving the lives of the communities in
which it operates, and is committed to continuing these efforts in the years ahead.
The Company recognises its responsibility towards the people and planet, and will always continue working towards taking
care of it.
Over the period, the Company has made a number of operational improvements as well as applied best practices to
ensure that its manufacturing activities are sustainable:
Wastewater management:
The Company implements the 3R approach - Reduce, Reuse, and Recycle - across all of its production
facilities to safeguard natural resources. By adopting the 3R principle, the Company can curtail its
resource consumption, minimise waste production, and foster sustainability in its operations, thus
curbing its environmental impact and supporting the fight against climate change. Notably, the
Company prioritises the preservation and conservation of water resources above all. The Company
has undertaken different measures to reduce it's daily water usage, staff up-skilling and frequently
monitoring the water consumption. Additionally, the Company uses scientifically built ETP & STP
systems to treat all wastewater generated within plant. The treated water is then reused and recycled
within the facilities. As a result, the Company conserves one of the most valuable natural resources,
‘Water’. Except for small scale unit of Badlapur (Member of CETP), all remaining manufacturing units
operate as Zero Liquid Discharge units. The Company does not discharge a single drop of effluent,
leading to zero-waste impact on the environment.
Energy conservation:
The Company uses renewal energy like solar energy in the form of ‘sky pipes’ across all its warehouses.
These sky pipes work on the fundamental of utilising solar light as a resource for indoor lighting. Thus, during
the daytime, the Company does not need to use any electrical power for LED lamps in the warehouses,
reducing electricity utilisation and conserving energy.
The Company has shifted from using furnace oil to natural gas - one of the clean-burning fuel reducing CO2
emission and eliminating SOx levels. This initiative has led to reduction in air emission. Thereby, achieving
eco-friendly production facilities.
Tree plantation:
The Company has planted 845 trees, both within and around its facilities, which have several benefits,
including helping sequester carbon dioxide and thereby reducing the company's carbon footprint.
Additionally, the Company has undertaken green belt development and landscaping both within and
around its facilities. This initiative has led to the creation of attractive and well-maintained green areas that
enhance the release of oxygen into the surrounding environment and improve aesthetics.
Carpooling:
The Company provides carpooling facilities to its employees. Thus, helping to reduce fuel consumption and
CO2 emissions as compared to using personal vehicles for commute.
The Company ensures a reduction in the use of plastic packing materials through alternate solutions.
The plastic waste generated within the facility gets collected strategically and is disposed by sending it
to authorised plastic recyclers. The Company gets a valid certificate from the authorised recyclers for the
same. This helps to ensure that the plastic waste is treated suitably as per the Central & State regulatory
compliance requirements. The Company also encourage its employees to decrease use of plastic materials
leading to reduction in plastic waste generation which directly or indirectly impacts the environment.
The Company, leveraging its past experience in procuring LEED certification, demonstrates confidence in
meeting the requirements for LEED certification across its upcoming greenfield projects. This will further
enable the company to adopt sustainable practices, conserve resources, and achieve long-term sustainable
growth through initiatives such as green chemistry and sourcing from sustainable practices.
Looking Ahead
• The Company is poised to embark on its next phase of growth with an innate sense of gratitude for the ‘Fine’tastic 50 years’
it had so far. Through these decades, the team has learned that they can surpass their present achievements in the
future with consistent efforts and dedication. The Company is committed to maintain strong resilience as it pursues
further growth.
• The Company holds pride in its ability to tackle the adversities with perseverance. To achieve the same, the Company
is driven by its strength, core values, beliefs, and more importantly, the trust gained from its customers, associates
and stakeholders.
• The Company acknowledges and highly regards its employees, customers and other stakeholders who enrich its
experience, drive excellence and enable success. The Company is optimistic about taking on the challenges of its
future journey, with the support of its customers and other stakeholders, focusing on areas that are important for its
people and the planet.
• In conclusion, as a member of the industry, the Company places a strong emphasis on promoting the reduction of
GHG emissions through the implementation of various initiatives outlined above. By prioritising sustainability, the
Company strives to manufacture environment friendly products, while maintaining a harmonious relationship with
surrounding biodiversity and society, aligning with ESG principles. These efforts reflect the Company's commitment
to responsible business practices and a sustainable future.
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against Business Responsibility policies of the Company are periodically examined by its Senior
the above policies and Leadership Team, which includes the Managing Director, on a periodic basis or as needed.
follow-up action The effectiveness of the policies is evaluated throughout this assessment, and policies
and procedures are updated as necessary.
11.
P1 P2 P3 P4 P5 P6 P7 P8 P9
12. If the answer to the above question (1) is ‘No’ i.e., not all principles are covered by a policy, please specify the reasons:
All the principles are covered by the policies
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The Company does not consider the principles
material to its business (Yes/No)
The Company is not at a stage where it is in
a position to formulate and implement the
policies on specified principles (Yes/No)
The Company does not have the financial or N.A.
human and technical resources available for
the task (Yes/No)
The Company plans to do in the next financial
year (Yes/No)
Any other reason (please specify)
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorised as ‘Essential’ and ‘Leadership’ indicators.
1 Principle
2 Principle
3 Principle
Business should conduct and govern Business should provide goods and Business should promote the well-
itself with ethics, transparency and services that are safe and contribute being of all employees
accountability to sustainability throughout their life
cycle
4 Principle
5 Principle
6 Principle
Business should respect the Business should respect and Business should respect, protect and
interests of, and be responsive promote human rights make efforts to restore environment
towards, all stakeholders, especially
those who are disadvantaged,
vulnerable and marginalized
7 Principle
8 Principle
9 Principle
Business, when engaged in Business should support inclusive Business should engage with and
influencing public and regulatory growth and equitable development provide value to their customers and
policy/policies, should do so in a consumers in a responsible manner
responsible manner
Essential Indicators
1. Percentage coverage by training and awareness programs on any of the Principles during the financial year:
There were no complaints filed against the Company’s directors or KMPs during the preceding financial years.
Monetary
Penalty/Fine
Settlement Nil
Compounding Fee
Monetary
Imprisonment
Nil
Punishment
3. Of the instances disclosed in Question 2 above, details of the appeal/revision preferred in cases where monetary or
non-monetary action was appealed.
4. Does the Company have an anti-corruption or anti-bribery policy? If yes, provide details in brief and also provide a
weblink to the policy, if any.
The Company is dedicated to following all applicable laws, rules, and regulations, as well as maintaining the highest levels of
business ethics. It promotes a culture of high integrity, transparency, and adheres to the highest ethical and moral standards.
A separate Code of Conduct applies to the Company's Directors and Senior Management. The Code of Conduct for the Board
of Directors and Senior Management Personnel is available on the Weblink: https://www.fineorganics.com/investor-policies/
The Company has an Anti Bribery & Anti-Corruption policy. It has also adopted a Whistle Blower Policy and Vigil Mechanism
to provide a formal mechanism to the Directors, and employees to report their concerns about unethical behaviour, actual
or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against
victimisation of employees who avail this mechanism. Whistle Blower Policy is available on Weblink: https://www.fineorganics.
com/investor-policies/
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery.
2022-23 2021-22
2022-23 2021-22
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by
regulators/law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable.
Leadership Indicators
1. Awareness programs conducted for value chain partners on any of the Principles during the financial year:
2. Does the Company have processes in place to avoid/manage Conflicts of Interests involving members of the Board?
(Yes/No). If yes, provide details of the same.
Yes, every Director of the Company discloses his/her interest in the Company and/or his/her Conflict of Interests in other
companies or corporate bodies, firms or other association of individuals. Any changes to such interests are also duly
communicated, annually or upon any change.
The Company has in place a Policy on Materiality of Related Party Transactions and Dealing with Related Party
Transactions which are applicable to our board members. Transactions with the board members or any entity in which
such board members are concerned or interested are required to be approved by the Audit Committee and the Board of
Directors. In such cases, the interested directors abstain themselves from the discussions at the meeting. The weblink
of the above mentioned policies are mentioned below: https://www.fineorganics.com/investor-policies/
Further, a declaration is also taken annually from the Directors under the Code of Conduct confirming that they will always
act in the interest of the Company and ensure that any other business or personal association which they may have, does not
involve any conflict of interest with the operations of the Company and the role therein. The Senior Management also affirms
annually that they have not entered into any material, financial and commercial transactions, which may have a potential
conflict with the interest of the Company at large. In the Meetings of the Board, the Directors abstain from participating in the
items in which they are concerned or interested.
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of products and processes to total R&D and capex investments made by the Company, respectively.
Note: The Company's R&D efforts are customer centric and emphasise on improving production processes and creating
downstream products. The focus areas include food, plastic, feed nutrition, personal care/home care/coatings etc. and
other applications. The Company is also conducting research into new technologies for chemical processing to minimise
energy costs. The R&D products relevant in the scope of environmental and social impacts include new additives like green
surfactants & additives for biodegradable plastics etc.
Additionally, the Company's engineering and project team develops its utilities and critical equipments. The Company
sources materials and services from selected fabricators and engineers and customises designs to suit the Company's
business processes instead of importing from other countries.
b. If yes, what percentage of inputs were sourced sustainably? (Yes/No)
As a manufacturer of Special Additives, we use various oleo chemical based raw material, which account for 85% of our
input. Moreover, these raw materials are derived from sustainable sources and 70% of them are procured from local
vendors. This approach has not only strengthened our sustainable sourcing targets but has also helped us to reduce our
carbon footprint.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for:
The Company produces consumable additives that fulfill the technical requirements of the final products in various industries
such as food and beverages, plastics/polymers, cosmetics, pharmaceuticals, rubbers, feed nutrition, coatings etc. As a result,
there is no possibility of recycling the products at the end of the value chain. Therefore, there is no possibility of recycling our
the products at the end of the value chain.
E-waste
The E-waste generated from all the manufacturing units of the Company is sent to authorised recycler for recycling.
The hazardous waste generated from the manufacturing units of the Company is sent to Mumbai Waste Management
Limited (MWML) agency, for necessary treatment and disposal. All our manufacturing units are registered member
of MWML.
4. Whether Extended Producer Responsibility (EPR) is applicable to the Company’s activities (Yes/No). If yes, whether
the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
Yes, we are in compliance with the Plastic Waste Management 2016 Rules & Amendments. For plastic packaging waste
generation, we have completed the EPR registration for the group company under Brand Owners (PIBOs) category covering
all manufacturing units. The Companies waste collection plan is in line with EPR plan submitted to Central Pollution Control
Board (CPCB). As a Brand Owner, our aim is to meet the EPR target as per our brand owner registration certificate issued by
CPCB on annual basis.
Essential Indicators
% of employees covered by
Permanent Employees
Male 262 262 100.00% 262 100.00% NA NA 262 100.00% 145 55.34%
Total 397 397 100.00% 397 100.00% 135 34.00% 262 65.99% 237 59.70%
% of workers covered by
Permanent Workers
Male 418 418 100.00% 418 100.00% NA NA 418 100.00% N.A. N.A.
Total 423 423 100.00% 423 100.00% 5 1.18% 418 98.82% N.A. N.A.
Male 182 182 100.00% 182 100.00% N.A. N.A. 182 100.00% N.A. N.A.
Total 189 189 100.00% 189 100.00% 7 3.70% 182 96.30% N.A. N.A.
2022-23 2021-22
No. of No. of workers Deducted and No. of No. of workers Deducted and
Benefits employees covered as deposited with employees covered as deposited with
covered as a % of total the authority covered as a % of total the authority
a % of total workers (Y/N/N.A.) a % of total workers (Y/N/N.A.)
employees employees
3. Accessibility of workplaces
Are the premises/offices of the Company accessible to differently abled employees and workers, as per the requirements of
the Rights of Persons with Disabilities Act, 2016? If not, please mention whether any steps are being taken by the Company
in this regard.
Yes, the operating locations of the Company have accessibility for differently abled employees, workers and visitors. The
Company has elevators and all the necessary infrastructure to support differently abled workers and employees. Further,
wheelchair facility is also available on the premises.
4. Does the Company have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a weblink to the policy.
Yes, the organisation provides equal opportunity to each individual and does not discriminate on the basis of color, religion,
sex, nationality, ancestry, age, marital status, sexual orientation or disability.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
workers? If yes, give details of the mechanism in brief.
Yes/No
Permanent workers (If yes, give details of the mechanism) Permanent employees
Yes, the Company promotes open communication, encouraging employees and workers to initially address their concerns with
their respective Head of Department (HOD). If the issue remains unresolved, they are encouraged to report their complaints
or problems to the HR department or the plant in-charge. Victims or witnesses of sexual harassment or discrimination have
the option to raise a complaint, either with their name or anonymously with Internal Complaint Committee (ICC). Such
complaints are directed to the respective HOD, who takes further action to address and resolve the matter with the assistance
of the ICC.
To ensure the reporting of genuine concerns or grievances, the Audit Committee has been assigned the responsibility of
establishing a vigil mechanism. The Company adheres to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act of 2013, which is in place to address complaints related to sexual harassment. Moreover,
the Company has appointed an external member in the Internal Complaint Committee who is a lawyer with expertise in the
Prevention of Sexual Harassment (POSH) and Protection of Children against Sexual Offences Acts (POCSO).
7. Membership of employees and workers in association(s) or Unions recognized by the listed entity:
2022-23 2021-22
Total No. of employees/ % (B/A) Total No. of employees/ % (D/C)
employees/ workers in respective employees/ workers in respective
workers in category, who are part workers in category, who are part
respective of association(s) or respective of association(s) or
category (A) Union (B) category (C) Union (D)
Total permanent
employees
The Company does not have any recognised employees/workers association. However,
- Male
the Company has a long-standing and healthy relationship with its employees wherein
- Female 7.81% of employees are of the second generation and 11.23% of employees have been
working with Company for 25 years or more. For 2021-22, 8.33% of employees are of the
second generation and 12.63% have completed 25 years.
Total permanent
workers Further, if any conflict arises, the head of the respective department seats and discusses
the matter and resolves the same through mutual consent.
- Male
- Female
2022-23 2021-22
Employees
Male 262 245 93.51% 210 80.15% 239 230 96.23% 212 88.70%
Female 135 120 88.89% 97 71.85% 119 105 88.23% 100 84.03%
Total 397 365 91.94% 307 77.33% 358 335 93.57% 312 87.15%
Workers
Male 418 418 100.00% 418 100.00% 375 375 100.00% 375 100.00%
Total 423 423 100.00% 423 100.00% 380 380 100.00% 380 100.00%
2022-23 2021-22
Category
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Employees
Workers
Yes, the Company ensures that all its sites have access to non-
work-related medical and healthcare services. These services
can be offered on-site or through collaborations with reputable
Do the employees/workers of the nearby medical facilities. Moreover, all facilities are equipped
d Company have access to non- with ambulances or emergency vehicles, and well-trained first-aid
occupational medical and healthcare personnel are available round the clock to address any emergency
services? (Yes/No) scenarios that may arise. To meet the medical requirements of
its employees and workers, the Company has also implemented
Mediclaim Compensation Policy that covers the expenses of non-
work-related medical and healthcare services.
Employees 0 0
Lost Time Injury Frequency Rate (LTIFR)
(per one-million-person hours worked)
Workers 0 0
Employees 0 0
Total recordable work-related injuries
Workers 0 0
Employees 0 0
No. of fatalities
Workers 0 0
Employees 0 0
High consequence work-related injury or
ill-health (excluding fatalities)
Workers 0 0
12. Describe the measures taken by the Company to ensure a safe and healthy workplace.
For the Company, the safety of employees and workers takes precedence over everything else. The safety team conducts regular
training sessions, inspections, and drills to ensure that all workers are properly trained to respond to emergency situations while
adhering to safety guidelines. The Company closely monitors the health and safety performance of all our plants and conduct
thorough investigations with root cause analysis to address any incidents that occur. In addition, annual medical assessments
are also conducted for all staff members and workers to ensure that they are fit for their job responsibilities. To this end, the
Company provide:
• Totally enclosed process and pneumatic system that controls all parameters of any safety failures
• Interlocking mechanisms in process reactors and equipments triggering by indications of high/low pressure, high
temperature, and high/low flow to ensure safe operations
• Safety pressure valves on reactors and equipments to protect the safety of employees and the environment by preventing
excessive pressure build-up
• Properly insulated reactors to nullify charges of static discharge
• Flame-proof light fixtures installed at necessary areas to minimise the risk of accidental damage
• Emergency handling equipment such as SCBA sets, fire extinguishers, gas masks, PPEs, NH3 protection kits, dump pits,
and respirators to ensure the safety of employees in case of emergencies
• Complete Effluent Treatment Plant (ETP) system consisting of Primary, Secondary, and Tertiary treatment followed
by ATFD to effectively treat industrial effluent. The treated water is fully recycled and used for the cooling tower and
scrubber system.
• Full-fledged Sewage Treatment Plant (STP) system in place to treat domestic wastewater and the treated water, is
recycled and used for gardening purposes
• The water availability in fire tank reservoir, which supplies water to fire hydrant and sprinkler, is fully maintained.
• The water availability in fire tank reservoir is 100% maintained which supplies water to fire hydrant and sprinkler
system.
• Dyke wall to all above-ground storage tanks provided away from the process plant; with only authorised people allowed
to enter in these areas. All storage tank are away from processing plant and only authorised people are allowed in this
area.
• Lightening arrestors on all chimneys and buildings provided to prevent any hazard due to lightening.
• Fencing and caution notes and hazard identification signage boards, safety posters and stickers are displayed at all
required places.
• Installation of required safety equipments, gas and smoke detection system, automatic fire alarm, fire hydrant system
with fixed monitor at tank farm area and automatic water sprinkler system etc. Similarly safety equipments and
automatic water sprinkler system install at essential areas.
• Regular workplace monitoring and maintenance to ensure proper implementation of safety measures.
• Wind direction indicators (windsocks) at required places within facility.
• Safety showers and eye wash stations provided at the production and also at ammonia storage tonner area.
• Walkie-talkies, P.A. system, Tele-Communication and mobile phones are provided to be used for prompt communication
in case of emergency.
• Emergency sirens, installed at the main gate and all required locations within plants.
• Continuous training programs and induction trainings to all employees on general safety, chemical safety and process
safety are provided.
• Made all manufacturing process are Solvent-free.
• Well-equipped medical centre with onboard doctors for consultation and emergency first aid along with an ambulance
available at major facilities and emergency vehicles available at minor facilities, to handle any medical emergencies.
% of your plants and offices that were assessed (by the entity or
statutory authorities or third parties)
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B)
Workers (Y/N).
Yes, the Company provides its employees with a comprehensive life insurance and health insurance policy. Additionally, in
the unfortunate event of an employee's death, the Company also offers gratuity to provide financial support to their family
and dependents.
2. Provide the measures undertaken by the Company to ensure that statutory dues are deducted and deposited by the
value chain partners.
The Company conducts its business with integrity and expects its value chain partners to operate in a trustworthy manner,
fulfilling their obligations and promptly paying their statutory dues. Furthermore, the Company expects its partners to comply
with its code of conduct, business responsibility policies, and shared values.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the Company.
he Company identifies any individual, group, or institution that has a direct or indirect impact on its operations or business
T
chain as a key stakeholder. This includes customers, shareholders, suppliers, communities, government and regulatory
authorities, and employees. The Company conducts regular mapping exercises to identify and engage with its stakeholders.
2. List of stakeholder groups identified as key for the Company and the frequency of engagement with each stakeholder
group.
Stakeholder Whether Channels of communication (email, Frequency of Purpose and scope of engagement
Group identified under SMS, newspaper, pamphlets, engagement (annually/ including key topics and concerns
vulnerable & advertisement, community half-yearly/quarterly/ raised during such engagement
marginalised meetings, notice board, website), others – please
group (Yes/No) other specify)
Customers No Customer meet, online survey, Ongoing Product information, feedback,
e-mails, and an online grievance grievances, product-related queries
mechanism and regulatory compliances, change
in the price of products
Shareholders No Press releases, email, media Quarterly, Half-yearly, Financial performance, key risks and
releases, annual general meeting, Annual, as and when mitigation, operational highlights,
stock exchange intimations, website required share price appreciation, dividend
uploads distribution
Suppliers No Events, roadshows, emails, video Quarterly and annually Timely delivery, payment terms &
conference, website (as and when required) conditions, quality of goods procured
Communities Yes Partnership with local charities, Ongoing CSR, community complaints,
community visits awareness program, community
development
Government No Annual report and regulatory filings Annual & Periodic Compliance and good Governance
and facility inspections one-on-one practice
regulatory meetings
authorities
Employees No One-to-one interactions, email, Ongoing Career development, salary and
senior management meet, internal other perquisites, work ethics, policy
communication platforms communication, team building etc.
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social
topics. If consultation is delegated, how is the feedback from such consultations provided to the Board.
Stakeholder consultation is a continuous activity and it is driven by the Company’s leadership at various platforms. At
business unit levels, there is a continuous dialogue with different stakeholders and the same is also presented to the Board.
2. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/marginalised
stakeholder groups.
The Company is actively engaged in Corporate Social Responsibility (CSR) initiatives aimed at improving the lives of
disadvantaged, vulnerable, and marginalised communities. It has identified these communities and focuses its efforts to
provide them with support and assistance.
The Company organised seminars, workshops, and conferences in various states, including Maharashtra, Gujarat, Punjab,
and Haryana. These events are designed to educate farmers on modern dairy practices, antibiotic-free poultry farming, and
adopting green solutions to improve animal health. By imparting this knowledge, the Company aims to provide farmers with
new opportunities for improving their earnings while also offering healthier dairy products and poultry meat to consumers,
thus improving their health in turn.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the Company, in the
following format:
2022-23 2021-22
Category Total (A) No. employees % (B/A) Total (C) No. employee % (D/C)
/workers /workers
covered (B) covered (D)
Employees
Workers
2022-23 2021-22
Employees
Other than
Permanent 10 0 0.00% 10 100.00% 10 0 0.00% 10 100.00%
Workers
Other than
Permanent 189 164 86.77% 25 13.23% 183 162 88.52% 21 11.48%
https://www.fineorganics.com/investor-policies/
Male Female
4. Do you have a focal point (individual/committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No)
Yes, the Company's head of human resources is in-charge of handling matters or impacts related to human rights. The
Company expects all of its key stakeholders to observe and abide by the policy's guiding principles as well as any and all
applicable laws and regulations of the other countries in which it conducts business.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Company has embraced a framework that prioritises strong governance and ensures timely payment of salaries to all
of its employees and workers. The primary goal is to offer equal opportunities to individuals seeking association with the
organisation.
Employees have the platform to report any issues they encounter to either the human resource department or the higher
authorities within the Company.
The Company is dedicated to establishing workplaces that are devoid of any form of discrimination or harassment, irrespective
of gender, religion, age, or sexual orientation. The Company has implemented comprehensive policies and procedures to
prevent child labor and sexual harassment across its operational sites. This includes thorough verification of age-related
documents before confirming employment.
To address complaints regarding sexual harassment, an Internal Complaint Committee (ICC) has been established.
Furthermore, the Company has appointed a specialised lawyer as an external member of the Internal Committee, with
expertise in the Prevention of Sexual Harassment ("POSH").
The Company strongly believes in fostering two-way communication. Employees and workers are encouraged to initially
share their concerns with their respective Heads of Department (HODs). If the concern remains unresolved, they are welcome
to bring forward their complaints or issues to the HR department and the designated plant in-charge.
2022-23 2021-22
Discrimination at
Nil Nil N.A. Nil Nil N.A.
Workplace
Forced Labour/
Nil Nil N.A. Nil Nil N.A.
Involuntary Labour
The Company ensures equal opportunities for all individuals, regardless of their race, ethnicity, nationality, gender, language,
age, sexual orientation, religion, marital status, socio-economic status, or special abilities, at every level of employment.
To promote awareness and understanding of discrimination and harassment issues, all new employees and workers undergo
an awareness program upon joining the organisation. Additionally, the policy is shared throughout the entire company for
easy reference and accessibility.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
The Company incorporates human rights requirements into its business agreements and contracts whenever applicable and
relevant.
Sexual harassment
100.00% of our plants and offices undergo
Discrimination at workplace
internal assessments for these parameters.
Wages
10. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 9 above.
No complaints were filed during the financial year.
Leadership Indicators
1. Details of a business process being modified/introduced as a result of addressing human rights grievances/complaints.
The Company did not receive any grievances/complaints on human rights violations and hence no process(es) were modified/
introduced to address the same.
2. Details of the scope and coverage of any human rights due diligence conducted.
The Company takes human rights seriously and is committed for creating awareness and promoting human rights among its
employees. To achieve this goal, the Company regularly conducts training and awareness programs to educate and sensitise
its employees about human rights. These programs are not just initiated but are also continuously monitored for their
effectiveness. The Company understands the importance of identifying and addressing any adverse impact of its processes
on human rights and strives to ensure that its employees adhere to the highest ethical standards. Regular training programs
help the Company to keep a check on the functionality of its processes and ensure that they align with the principles of human
rights. By raising awareness among employees, the Company ensures that they understand their rights and responsibilities
and work towards creating a safe and inclusive workplace. The Company's commitment for promoting human rights through
regular training and awareness programs demonstrates its dedication to ethical practices and responsible business conduct.
3. Is the premise/office of the Company accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
Yes, the registered office and plants of the Company have elevators and wheelchair facilities.
PRINCIPLE 6 Businesses should respect and make efforts to protect and restore the
environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity in the following format:
Note: Indicate if any independent assessment/evaluation/assurance was carried out by an external agency? (Yes/No)
If yes, please name the external agency.
No
2. Does the Company have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
No
(ii) Groundwater 0 0
(v) Others 0 0
Total volume of water withdrawal (in kilo litres) (I + ii + iii + iv + v) 1,15,211 1,03,418
Water intensity per rupee of turnover (Water consumed/turnover) 0.0035L/Rs. 0.0052 L/Rs.
Note: Indicate if any independent assessment/evaluation/assurance was carried out by an external agency? (Yes/No)
If yes, please name the external agency.
No.
4. Has the Company implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Yes.
Out of the total of seven manufacturing units, six have already implemented Zero Liquid Discharge (ZLD) facilities. The
only exception is a small-scale manufacturing (SSI) unit, which currently discharges treated effluent into CETP for further
disposal.
Water usage is not involved in the manufacturing process. The utility effluent undergo treatment in the Effluent Treatment
Plant (ETP), and the treated effluent is subsequently recycled as makeup water for cooling towers or other utility needs.
Thereby achieving Zero Liquid Discharge (ZLD).
The ETP consists of primary, secondary and tertiary treatment are followed by the ATFD.
The sewage undergoes treatment in the Sewage Treatment Plant (STP). The STP consists of primary, secondary and tertiary
treatment followed by UV treatment step. The treated sewage is then put to use for gardening purposes. The bio sludge
generated during the treatment process is utilised as manure. In the case of smaller units, sewage is collected in septic tanks
and subsequently directed to soak pits.
5. Please provide details of air emissions (other than GHG emissions) by the Company, in the following format:
*The Company did not measure NOx emissions for the year 2021-22. However, we have conducted calculations to determine
the NOx emissions for the year 2022-23.
** The company measure SO2 emission through external authorised laboratories.
Note: Indicate if any independent assessment/evaluation/assurance was carried out by an external agency? (Yes/No)
If yes, name of the external agency.
No
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Total Scope 1 emissions (Break-up of the GHG into (Metric tonnes of 13,732.48 11,869.81
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 Equivalent)
Total Scope 2 emissions (Break-up of the GHG into (Metric tonnes of 23,472.68 23,207.69
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 Equivalent)
Total Scope 1 and Scope 2 emissions per rupee of 0.0000012 T CO2eq/Rs. 0.000002 T CO2eq/Rs
turnover 0.0012 Kg CO2eq/Rs. 0.002 Kg CO2eq/Rs
Note: Indicate if any independent assessment/evaluation/assurance was carried out by an external agency? (Yes/No)
If yes, name the external agency.
No.
8. Provide details related to waste management by the Company, in the following format:
Other Hazardous waste. Please specify, if any. (G) Waste oil, ETP sludge & salts, 1,024.69 890.77
process sludge
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
(in metric tonnes)
Category of waste
(i) Recycled** - Plastic and Packaging waste, process waste, E waste, Waste oil 792.67 741.45
(ii) Re-used - -
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration - -
*: Plastic waste is pre-consumer packaging waste and waste generated from raw material packaging. The quantities have
reduced significantly in 2022-23 due to reduction in utilisation of shrink wrap and bulk ordering of raw materials.
**: Recycled through SPCB authorised recyclers or Treatment, Storage and Disposal Facility (TSDF)
***: Safe disposal through TSDF
Note: Indicate if any independent assessment/evaluation/assurance was carried out by an external agency? (Y/N) If
yes, name of the external agency.
No
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
the Company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes.
The Company produces environment friendly additives using raw materials derived from vegetable oil. As a result, the waste
generated during the manufacturing process is non-hazardous. By transitioning from furnace oil to cleaner piped natural
gas, the Company has eliminated the generation of boiler ash. Effective waste management and waste minimisation are key
priorities across all of the Company's manufacturing sites. The Company maintains inventories to monitor and reduce waste
generation, and the handling of solid and hazardous waste is in compliance with Consent to Operate and Hazardous Waste
Authorisation regulations.
75% of the waste generated by the Company is either recycled or reprocessed authorised recyclers or the use of a TSDF
(Treatment, Storage, and Disposal Facility). Certificates from recyclers are diligently maintained for E-waste. In case of
Plastic packaging waste, it is full filled in accordance with Extended Producer Responsibility (EPR) guidelines. Additionally,
the Company has implemented a buy-back mechanism to handle battery waste. Used batteries are returned to the suppliers,
and proper inventories are maintained to ensure effective management of this waste stream. Process waste is safely disposed
through Mumbai Waste Management Limited. (MWML).
10. If the Company has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones, etc.) where
environmental approvals/clearances are required, please specify details in the following format:
Location of
Not applicable Type of operations
operations/offices
11. Details of environmental impact assessments of projects undertaken by the Company based on applicable laws, in the
current financial year:
12. Is the Company compliant with the applicable environmental law/regulations/guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and
rules thereunder (Yes/No). If not, provide details of all such non-compliances, in the following format:
Yes, the Company complies with all the mentioned acts and rules.
Not Applicable
1. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of
significant direct & indirect impact of the Company on biodiversity in such areas, along with prevention and remediation
activities.
The manufacturing units are located well within notified industrial area. Therefore, there is no impact of the Company
operations on the biodiversity.
2. If the Company has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency or reduce impact due to emissions/effluent discharge/waste generated, please provide details of the same
as well as the outcome of such initiatives, as per the following format.
Initiatives undertaken Details of the initiative (Web-link, if any, may be Outcome of the initiative
provided along-with summary)
Installed solar sky pipes and solar street lamp at Reduction in electricty consumption
Use of solar energy
manufacturing units and scope 2 emissions
Process sludge and waste oil are recycled through Reduction in waste going to landfill
Waste utilisation
authorised vendors or treatment facility
3. Does the Company have a business continuity and disaster management plan? Provide details within 100 words/weblink.
The Company undertakes a materiality assessment aimed at evaluating financial, environmental, and social risks and
opportunities that could potentially affect its business and stakeholders. This assessment covers various areas such as
environmental capital, social capital, human capital, business model and innovation, leadership, and governance. The
assessment aims to measure the impact of these areas on two dimensions: the business and the stakeholders.
To mitigate the materiality risks and impacts while enhancing business opportunities, the Company has implemented
operational checks and controls, an institutional setup, and management review. These measures are in place to monitor
and control potential risks and impacts.
In addition, the Company has developed a risk management plan that provides guidelines for conducting a comprehensive
risk assessment aimed at identifying potential disasters and analysing their impact on the business. To ensure preparedness
for any such disaster, the Company has put in place a robust emergency response plan, which enable us to forecast and
mitigate any disaster with required action steps.
Essential Indicators
b. List the top 10 trade and industry chambers/associations based on the total members of the body that the Company
is a member of/affiliated to.
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the
Company, based on adverse orders from regulatory authorities.
Not Applicable.
Essential Indicators
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers.
2022-23 2021-22
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(SIA) (Reference: Question 1 of Essential Indicators above).
Not applicable.
2. Provide the following information on CSR projects undertaken by the Company across the designated aspirational
districts as identified by Government bodies.
The Company interacts with external NGOs in the implementation of its CSR projects. The CSR Committee oversees and
monitors the implementation of all projects, so that the beneficiaries get the most out of them. However, the Company did
not undertake any such CSR projects in designated aspirational districts identified by Government bodies.
The weblink where the Company’s CSR Projects are disclosed: https://www.fineorganics.com/sustainability/social/
3.
oes the Company have a preferential procurement policy where it gives preference to purchase from suppliers
D
comprising marginalised/vulnerable groups? (Yes/No)
The Company recognises and follows domestic and international standards and guidelines regarding its procurement
(a)
activities. Furthermore, the Company keeps an eye on industry norms and trends to keep its operations aligned with
the same. It is not biased towards its suppliers in terms of the procurement policy, whether or not they belong to
marginalised/vulnerable groups.
Percentage of beneficiaries
Sr. No. of persons benefitted from
CSR projects from vulnerable and
No. CSR projects
marginalised groups
Constructing a vocational
The project will mainly
Indo Swiss Centre of Excellence - training centre to provide
1 serve the vulnerable and
Vocational training centre different skill-based vocational
marginalised groups
training programs
Chembur Golf Welfare Foundation -
2 50+ 100
Education support to children of Caddies
Cultural Society for Tribals – Educational
3 250+ 100
activities for tribals
Supported the hospital in
Most of the patients belong
Bhaktivedanta Hospital - Sri Chaitanya construction of a new oncology
4 to the vulnerable and
Seva Trust operation theatre for the
marginalised groups
treatment of cancer patients
5 Bhagini Nivedita Gramin Vigyan Niketan 200+ 100
Ghatkopar South Indian Education Trust
6 - Scholarships for underprivileged school 370 100
students
Samarthanam, Trust for the Disabled -
7 Infrastructure development support to 100+ 100
specially abled students
Girija Welfare Association - Support to
8 150+ 100
senior citizens home
Shri Ghatkopar Brahman Samaj - Health
9 500+ 100
support to underprivileged
Supporting the tribal hospital
MAHAN Trust - Hospital for tribal for their operating expenses and
10 100
population constructing dormitory hall for
patients and their relatives
Essential Indicators
1. Describe the mechanisms set up by the Company to address consumer complaints and feedback.
The Company places high emphasis on client satisfaction since it adheres to a customer-centric philosophy. As a result,
customer satisfaction surveys are undertaken on a regular basis (as part of ISO quality standards) to assess consumer
satisfaction with products and related services. The Company's greatest strength is its focus on providing the highest
possible and consistent quality in a timely manner. Furthermore, the Company's professionals provide timely and superior
quality solutions and technical services to the best of their abilities with regards to any customer requirements.
2. Turnover of products and services as percentage of turnover from all products and services that carry information
about
5. Does the Company have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a weblink of the policy.
Risk Management is an integral part of the Company’s operations. The Board of Directors has constituted Risk Management
Committee (RMC) to identify risk elements in different areas of operations and develop policies for actions to mitigate
the risks. The Company considers cyber security as a key risk and to eliminate this risk, it takes adequate measures by
implementing cyber security policy. This includes state-of-the-art firewall solutions, network segmentation, user awareness
program, and many other measures.
6. Provide details of any corrective actions taken/underway on issues relating to advertising, and delivery of essential
services, cyber security and data privacy of customers, re-occurrence of instances of product recalls, penalty/action
taken by regulatory authorities on the safety of products/services.
Since there were no complaints, there was no need for any corrective action.
Leadership Indicators
1. Channels/platforms from where information on products and services of the Company can be accessed (provide
weblink, if available).
Weblink: https://www.fineorganics.com/category-listing/
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
The Company provides technical data sheet, safety data sheet and regulatory data sheet for every product sold to its
customers.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
The Company keeps its customers informed through various modes of communications i.e. emails and phone calls.
4. Does the Company display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable). If yes, please provide details in brief.
Did the Company carry out any survey with regards to consumer satisfaction on major products/services of the
Company, significant locations of operation of the Company, or the Company as a whole? (Yes/No)
Yes, the Company ensures the reliability of the information displayed on the product label, in accordance with industry
requirements and regulatory guidelines. Customers have technical datasheets (TDS), safety data sheets (SDS), and regulatory
documents (like PRD and PCD) (all in accordance with applicable regulatory requirements national and international) to their
access. If a customer comes up with any requirements or enquiries, they can get the answers on the Company's website or
from the Company sales person working with these customers and taking adequate support from regulatory, quality & other
concerned departments.
5. Please provide the following information relating to data breaches:
a) Number of instances of data breaches along with impact: NIL
b) Percentage of data breaches involving personally identifiable information of customers: NIL
There is a risk that these discount and rebates are • The Company has provided confirmations from
incorrectly recorded as it also requires a certain customers on sample basis to support existence
degree of estimation, resulting in understatement assertion of trade receivables and assessed the
of the associated expenses and accrual. relevant disclosures made in the Standalone Ind
AS Financial Statements; to ensure revenue from
Revenue is also an important element of how the
contracts with customers are in accordance with
Company measures its performance. The Company
the requirements of relevant Indian accounting
focuses on revenue as a key performance measure,
standards (Ind AS).
which could create an incentive for revenue to be
recognized before the risk and rewards have been B. Allowance for Credit Losses
transferred. The Company applies ‘simplified approach’ which
Accordingly, due to the significant risk associated requires expected lifetime losses to be recognised
with revenue recognition in accordance with from initial recognition of the trade receivables.
terms of Ind AS 115 ‘Revenue from contracts with The Company uses historical default rates to
customers’, it was determined to be a key audit determine impairment loss on the portfolio of
matter in our audit of the Standalone Financial trade receivables and adjusted to reflect current
Statements. and estimated future economic conditions of
its customers, their industry and geography of
{Refer to note no. 32 of the Standalone Financial operations.
Statements}.
At every reporting date these historical default
Auditor’s Response: rates are reviewed and changes in the forward
Our audit procedures included the following: looking estimates are analysed.
• Assessed the Company’s revenue recognition In calculating expected credit loss, the Company
procedure as per Ind AS 115 ‘Revenue from also considers other related information for its
contracts with customers’. customers, including credit periods, to estimate
the probability of default in future and has taken
• Assessed the design and tested the operating into account estimates of possible effect from any
effectiveness of internal controls related to revenue uncertain events / litigations etc. The Management
recognition, discounts and rebates. has exercised significant judgement in estimating
• Performed sample tests of individual sales the allowance for credit losses.
transaction and traced to sales invoices, sales (Refer to note no. 14 of the Standalone Financial
orders and other related documents. Further, in Statements)
respect of these samples, checked that the revenue
has been recognized as per the terms. Auditor’s Response:
Our audit procedures to test the effectiveness of controls
• To test cut off selected sample of sales transactions
over allowances for credit loss includes the following:
made pre-year and post-year end, agreeing
the period of revenue recognition to third party • Trade Receivables ageing report as on balance
support, such as transporter invoice and customer sheet date
confirmation of receipt of goods.
• Completeness and accuracy of information used in
• Tested the provision calculations related to the estimation of probability of default
discounts and rebates by agreeing a sample of
• Status of recovery trade receivables as on the
amounts recognized to underlying arrangements
report date out of the total outstanding as at March
with customers and other supporting documents.
31, 2023
• Performed analytical procedures of revenue by
• Verification of calculation of the allowance for
streams to identify any unusual trends.
credit losses
• Testing the arithmetical accuracy and computation Standalone Financial Statements or our knowledge
of the allowance prepared by the Management. obtained during the course of audit or otherwise appears
to be materially misstated.
• Testing the allowance for credit loss through
alternate scenarios, including profiling of If, based on the work we have performed we conclude
customers based on their attributes with various that there is a material misstatement of this other
sensitivities around approach, the assumptions information, we are required to report that fact. We have
and reviewing the possible effect of any uncertain nothing to report in this regard.
events / litigations to validate the management
MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE
estimates.
FINANCIAL STATEMENTS
C. Evaluation of uncertain tax imposition 8. The Company’s Board of Directors are responsible
The Company has material uncertain tax imposition for the matters specified in section 134(5) of the Act
including matters under dispute which involves with respect to the preparation of these Standalone
significant judgement to determine the possible Financial Statements that give a true and fair view of
outcome of these disputes. the financial position, financial performance including
other comprehensive income, changes in equity and
{Refer to note no. 43 of the Standalone Financial
cash flows of the Company in accordance with the
Statements}
Indian Accounting Standards specified under Section
Auditor’s Response: 133 of the Act, read with the Companies (Indian
• The Company has provided details of all pending Accounting Standards) Rules, 2015 (as amended)
assessments and demands for the year ended and accounting principles generally accepted in India.
March 31, 2023. This responsibility also includes the maintenance of
adequate accounting records in accordance with the
• We have obtained Management note / view on provisions of the Act for safeguarding of the assets of the
possible outcome and its impact on financial Company and for preventing and detecting the frauds
position of the Company for all pending assessments and other irregularities, selection and application of
and disputed matters under litigations. appropriate accounting policies, making judgments and
INFORMATION OTHER THAN THE STANDALONE estimates that are reasonable and prudent, and design,
FINANCIAL STATEMENTS AND AUDITOR’S REPORT implementation and maintenance of internal financial
THEREON controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting
6. The Company’s Board of Directors is responsible for
records, relevant to the preparation and presentation
the other information. The other information comprises
of the Standalone Financial statements that give a true
the information included in the Directors’ report
and fair view and are free from material misstatement,
including Annexures to Directors Report, Management
whether due to fraud or error.
Discussion and Analysis Report, Business Responsibility
Report, but does not include the Consolidated Financial 9. In preparing the Standalone Financial Statements,
Statements, Standalone Financial Statements and our management and Board of Directors are responsible for
auditor’s report thereon. assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related
Our opinion on the Standalone Financial Statements
to going concern and using the going concern basis
does not cover the other information and we do not
of accounting unless management either intends to
express any form of assurance conclusion thereon.
liquidate the Company or to cease operations, or has no
7. In connection with our audit of the Standalone Financial realistic alternative but to do so.
Statements, our responsibility is to read the other
The Board of Directors are also responsible for
information and, in doing so, consider whether the
overseeing the Company’s financial reporting process.
other information is materially inconsistent with the
AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF THE related to events or conditions that may cast
STANDALONE FINANCIAL STATEMENTS significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
10. Our objectives are to obtain reasonable assurance
a material uncertainty exists, we are required to
about whether the Standalone Financial Statements as
draw attention in our auditor’s report to the related
a whole are free from material misstatement, whether
disclosures in the Standalone Financial Statements
due to fraud or error, and to issue an auditor’s report that
or, if such disclosures are inadequate, to modify
includes our opinion. Reasonable Assurance is a high
our opinion. Our conclusions are based on the audit
level of assurance but is not a guarantee that an audit
evidence obtained up to the date of our auditor’s
conducted in accordance with SAs will always detect a
report. However, future events or conditions may
material misstatement when it exists. Misstatements
cause the Company to cease to continue as a going
can arise from fraud or error and are considered material
concern.
if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of • Evaluate the overall presentation, structure and
users taken on the basis of these Standalone Financial content of the Standalone Financial Statements,
Statements. including the disclosures, and whether the
Standalone Financial Statements represent the
11. As part of an audit in accordance with SAs, we exercise underlying transactions and events in a manner
professional judgment and maintain professional that achieves fair presentation.
skepticism throughout the audit. We also:
12. We communicate with those charged with governance
• Identify and assess the risk of material regarding, among other matters, the planned scope
misstatement of the Standalone Financial and timing of the audit and significant audit findings,
Statements, whether due to fraud or error, design including any significant deficiencies in internal control
and perform audit procedures responsive to those that we identify during our audit.
risks, and obtain audit evidence that is sufficient
13. We also provide those charged with governance with
and appropriate to provide a basis for our opinion.
a statement that we have complied with relevant
The risk of not detecting a material misstatement
ethical requirements regarding independence, and to
resulting from fraud is higher than for one resulting
communicate with them all relationships and other
from error, as fraud may involve collusion, forgery,
matters that may reasonably be thought to bear on
intentional omissions, misrepresentations, or the
our independence, and where applicable, related
override of internal control.
safeguards.
• Obtain an understanding of internal financial
14. From the matters communicated with those charged
control relevant to the audit in order to design
with governance, we determine those matters that
audit procedures that are appropriate in the
were of most significance in the audit of the Standalone
circumstances. Under section 143(3)(i) of the Act,
Financial Statements of the current period and are
we are also responsible for expressing our opinion
therefore the key audit matters. We describe these
on whether the Company has adequate internal
matters in our auditor’s report unless law or regulation
financial controls system in place and the operating
precludes public disclosure about the matter or when,
effectiveness of such controls.
in extremely rare circumstances, we determine that
• Evaluate the appropriateness of the accounting a matter should not be communicated in our report
policies used and the reasonableness of accounting because the adverse consequences of doing so would
estimates and related disclosures made by the reasonably be expected to outweigh the public interest
management. benefits of such communication.
in terms of Section 143(11) of the Act, we give in the (as amended), in our opinion and to the best of our
‘Annexure – I’ a statement on the matters specified in information and according to the explanations given to
paragraph 3 and 4 of the Order, to the extent applicable. us:
16. As required by Section 143(3) of the Act, based on our a) The Company has disclosed the impact of pending
audit, we report to the extent applicable that: litigations on its financial position, if any in its
Standalone Financial Statements.
a) We have sought and obtained all the information
and explanations which to the best of our b) The Company has made Provision, as required
knowledge and belief were necessary for the under the applicable law or accounting standards,
Purposes of Our audit of the aforesaid Standalone for material foreseeable losses, if any, on long-
Financial Statements. term contracts including derivative contracts in its
Standalone Financial Statements.
b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid c) There were no amounts which were required
Standalone Financial Statements have been kept to be transferred to the Investor Education and
so far as it appears from our examination of those Protection Fund by the Company.
books.
d) This clause is omitted vide notification dated March
c) The Balance Sheet, the Statement of Profit and 24, 2021, in the Companies (Audit and Auditors)
Loss (including other comprehensive income), Amendment Rules, 2021 effective from April 01,
Statement of Changes in Equity and the Statement 2021.
of Cash Flows dealt with by this Report are in
e) (i) The management has represented that, to the
agreement with the relevant books of account.
best of its knowledge and belief, no funds have
d) In our opinion, the aforesaid Standalone Financial been advanced or loaned or invested (either
Statements comply with the Indian Accounting from borrowed funds or share premium or any
Standards prescribed under Section 133 of the other sources or kind of funds) by the Company
Act, read with Companies (Indian Accounting to or in any other persons or entities, including
Standards) Rule, 2015 (as amended). foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or
e) On the basis of the written representations
otherwise, that the Intermediary shall:
received from the Directors of the Company as on
March 31, 2023, taken on record by the Board of • directly or indirectly lend or invest in other
Directors of the Company, none of the directors of persons or entities identified in any manner
the Company incorporated in India is disqualified whatsoever (“Ultimate Beneficiaries”) by
as on March 31, 2023, from being appointed as a or on behalf of the Company or
director in terms of Section 164(2) of the Act.
• provide any guarantee, security or the
f) With respect to the adequacy of the internal like to or on behalf of the Ultimate
financial controls over financial reporting of the Beneficiaries.
Company and the operating effectiveness of such
(ii) The management has represented, that, to
controls; refer to our separate report in ‘Annexure
the best of its knowledge and belief, no funds
– II’. Our report expresses an unmodified opinion
have been received by the Company from any
on the adequacy and operating effectiveness of the
persons or entities, including foreign entities
Company’s internal financial controls over financial
(“Funding Parties”), with the understanding,
reporting.
whether recorded in writing or otherwise, that
17. With respect to the other matters to be included in the Company shall:
the Auditor’s Report in accordance with Rule 11 of
• directly or indirectly, lend or invest in other
the Companies (Audit and Auditors) Rules, 2014
persons or entities identified in any manner
As stated in note no. 43 to the Standalone Financial ICAI UDIN: 23043908BGZERG5154
Statements, the Board of Directors of the Company
have proposed final dividend for the year which For B Y & Associates
is subject to the approval of the members at the Chartered Accountants
ensuing Annual General Meeting. The dividend ICAI Firm Registration Number: 123423W
declared is in accordance with section 123 of
CA Bhavesh Vora
the Act to the extent it applies to declaration of
Partner
dividend.
Membership Number: 043908
g) Proviso to rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account Date: May 24, 2023
using accounting software which has a feature Place: Mumbai
‘Annexure – I’ to the Independent Auditor’s Report of even date to the members of Fine Organic
Industries Limited, on the Standalone Financial Statements for the year ended March 31, 2023
Based on the audit procedures performed for the purpose Use assets) and Intangible Assets is not permitted.
of reporting a true and fair view on the Standalone Financial Hence reporting under Clause 3(i)(d) of the said
Statements of the Company and taking into consideration Order is not applicable to the Company.
the information and explanations given to us and the books
(e) According to the information and explanation
of account and other records examined by us in the normal
provided by the management and the records
course of audit, and to the best of our knowledge and belief,
examined by us, there are no proceedings initiated
we report that:
during the year and/or are pending during any of the
(i) (a) (A) According to the information and explanation preceding financial years against the Company for
provided by management and the records holding any Benami Property under the Prohibition
examined by us, the Company has maintained of Benami Property Transactions Act, 1988 (as
proper records showing full particulars amended in 2016) and rules made thereunder.
including quantitative details and situation of Therefore, reporting under Clause 3(i)(e) of the
the Property, Plant and Equipment. said Order is not applicable to the Company.
(a) (B) According to the information and explanation (ii) (a) The inventory has been physically verified during
provided by the management and the records the year by the management. In our opinion, the
examined by us, the Company has maintained procedures for physical verification of inventories
proper records showing full particulars followed by the management are reasonable and
including quantitative details of the Intangible adequate in relation to the size of the Company
Assets. and the nature of its business. According to the
information and explanation provided by the
(b) According to the information and explanation
management and the records examined by us, we
provided by the management and the records
are of the opinion that no discrepancies of 10% or
examined by us, the Company has a program
more in the aggregate for each class of inventory
of physical verification to cover all the items of
were noticed.
Property, Plant & Equipment in a phased manner
over a period of three years. In accordance with the (b) According to the information and explanation
programme, certain Property, Plant & Equipment provided by the management and the records
were physically verified by the Management during examined by us, the Company has been sanctioned
the year. In our opinion, this periodicity of physical with working capital limits in excess of five crore
verification is reasonable having regards to the rupees, in aggregate, from banks or financial
size of the Company and nature of its assets. No institutions against the security of its current
material discrepancies were noticed on such assets. In our opinion and record and according
verification. to the information and explanation provided
by the management, the returns or statements
(c) According to the information and explanation
comprising (stock statements, book debt
provided by management and the records examined
statements, statements on ageing analysis of the
by us, the Title Deeds of all the Immovable
debtors) filed by the Company with such banks
Properties (other than properties where the
or financial institutions are in agreement with the
Company is lessee and the lease agreements are
unaudited books of account of the Company of the
duly executed in the favour of lessee) disclosed in
respective quarters.
the Standalone Financial Statements are held in
the name of the Company. (iii) According to the information and explanation provided
by the management and the records examined by
(d) According to the information and explanation
us, during the year, the Company has not provided
provided by the management and the records
any guarantee or security or granted any loans or
examined by us, the Company is following the
advances in the nature of loans, secured or unsecured,
Cost Model for accounting of Property, Plant &
to companies, firms, limited liability partnership or any
Equipment and accordingly, Revaluation of its
other parties during the year.
Property, Plant and Equipment (including Right of
The Company has made investment in one Joint Venture related parties (as defined in section 2(76) of the
Company during the year. Details of investment is given Companies Act, 2013) which are either repayable
below: on demand or without specifying any terms or
period of repayment. Hence reporting under clause
(` in Lakhs)
3(iii)(f) of the said Order is not applicable to the
Aggregate amount invested during the year 996.34 Company.
Balance Outstanding as at balance sheet 1050.34
date (iv) According to the information and explanation provided
by the management and the records examined by
(b) According to the information and explanation
us, the Company has, wherever applicable, complied
provided by the management and the records
the provisions of Section 185 and Section 186 of the
examined by us, terms and conditions of
Companies Act, 2013 in respect of loans, investments,
investments made during the year are not
guarantees and security.
prejudicial to the Company’s interest.
(v) According to the information and explanation provided
The Company has not provided any guarantee
by the management and the records examined by us, the
or security or granted any loans or advances in
Company has not accepted deposits / amounts deemed
the nature of loans, secured or unsecured, to
to be deposits as per the directive issued by Reserve
companies, firms, limited liability partnership or
Bank of India and the provision of the section 73 to 76
any other parties during the year.
or any other relevant provisions of the Companies Act,
(c) The Company has not given any loans and advances 2013 and rule made thereunder. Hence reporting under
in the nature of loans. Hence reporting under clause 3(v) of the said Order is not applicable to the
clause 3(iii)(c) of the said Order is not applicable Company.
to the Company for whether the schedule of
(vi) The Central Government has prescribed maintenance
repayment of principal and payment of interest has
of cost records under sub-section (1) of Section 148 of
been stipulated and the repayments or receipts are
the Companies Act, 2013. According to the information
regular.
and explanation provided by the management and the
(d) The Company has not given any loans and advances records examined by us, such accounts and records
in the nature of loans. Hence reporting under clause have been made and maintained by the Company.
3(iii)(d) of the said Order is not applicable to the
(vii) (a) According to the information and explanation
Company for overdue of loans for more than ninety
provided by the management and the records
days and reasonable steps have been taken by the
examined by us, in respect of statutory dues
Company for recovery of principal and interest.
including Provident Fund, Employees State
(e) According to the information and explanation Insurance Scheme, Income tax, Sales tax, Wealth
provided by the management and the records Tax, Service Tax, Goods and Service Tax, Customs
examined by us, the Company has not renewed Duty, Excise Duty and Cess have generally
or extended or granted any fresh loans to settle been deposited regularly with the appropriate
the overdue of existing loans given to the same authorities, as appearing in the books of accounts.
parties which has fallen due during the year. Hence Further, there are no dues undisputed in respect
reporting under clause 3(iii)(e) of the said Order is of Income tax, Sales tax, Wealth Tax, Service Tax,
not applicable to the Company. Goods and Service Tax, Customs Duty, Excise Duty
and Cess outstanding as at Balance Sheet date for
(f) According to the information and explanation
a period of more than six months from the date
provided by the management and the records
they became payable.
examined by us, the Company has not granted loans
or advances in the nature of loans to promoters /
‘Annexure – I’ (Contd.)
(b) According to the information and explanation provided by the management and the records examined by us, Details of
statutory dues referred to in sub-clause (a) which have not been deposited as on the Balance Sheet date on account of
any dispute are given below:
Name of the Nature of Amount Period to which the Forum where dispute is Remarks, if
Statute the Dues (INR in amount relates pending any
Lakhs)
Income Tax Income Tax 149.17 April 2015 to Commissioner of Income Tax -
Act, 1961 March 2016 (Appeal), Mumbai
Income Tax Income Tax 460.95 April 2017 to Commissioner of Income Tax -
Act, 1961 March 2018 (Appeal), Mumbai
MVAT Act VAT 27.16 April 2014 to Department of Sales Tax -
2006 March 2015
(viii) According to the information and explanation provided 3(ix)(d) of the said Order is not applicable to the
by the management and the records examined by us, Company.
the Company has not surrendered or disclosed any
(e) According to the information and explanation
income during the year in the tax assessments under
provided by the management and the records
the Income Tax Act, 1961, which is not recorded in the
examined by us, the Company has not utilized funds
Books of Accounts. Hence reporting under clause 3(viii)
obtained from any entity or person on account to
of the said Order is not applicable to the Company.
meet the obligations of its Subsidiaries and Joint
(ix) (a) According to the information and explanation Venture Companies. Hence reporting under clause
provided by the management and the records 3(ix)(e) of the said Order is not applicable to the
examined by us, the Company has not defaulted in Company.
repayment of loans or other borrowings or in the
(f) According to the information and explanation
payment of interest thereon to any lender during
provided by the management and the records
the year. Hence reporting under clause 3(ix)(a) of
examined by us, the Company has not raised any
the said Order is not applicable to the Company.
loans during the year on the pledge of securities
(b) According to the information and explanation held in its Subsidiaries and Joint Venture
provided by the management and the records Companies. Hence reporting under clause 3(ix)(f)
examined by us, the Company has not been of the said Order is not applicable to the Company.
declared as willful defaulter by any bank or financial
(x) (a) According to the information and explanation
institution or other lender during the year.
provided by the management and the records
(c) According to the information and explanation examined by us, the Company has not raised
provided by the management and the records money by way of initial public offer or further
examined by us, the term loans obtained by the public offer (including debt instruments). Hence
Company has been applied for the purpose for reporting under clause 3(x)(a) of the said Order is
which it is obtained, and no amount of loan has not applicable to the Company.
been diverted. Hence reporting under clause
(b) According to the information and explanation
3(ix)(c) of the said Order is not applicable to the
provided by the management and the records
Company.
examined by us, the Company has not made any
(d) According to the information and explanation preferential allotment or private placements of
provided by the management and the records shares or fully or partly convertible debentures
examined by us, the funds raised on short term during the year. Hence reporting under clause
basis have not been utilized for long-term purposes 3(x)(b) of the said Order is not applicable to the
during the year. Hence reporting under clause Company.
(xi) (a) According to the information and explanation the Company has, wherever applicable, complied with
provided by the management and the records provisions of Section 192 of the Companies Act, 2013
examined by us, no fraud has been noticed or in respect of any non-cash transactions entered with
reported during the year on the Company or by the directors or persons connected with him.
Company. Hence reporting under clause 3(xi)(a) of
(xvi) (a) The Company is not required to be registered
the said Order is not applicable to the Company.
under Section 45-IA of the Reserve Bank of India
(b) Since no fraud has been noticed or reported during Act, 1934.
the year on the Company or by the Company, no
(b) According to the information and explanation
report under sub-section (12) of Section 143 of the
provided by the management and the records
Companies Act, 2013 is required to be filed by the
examined by us, the Company has not conducted
auditors in Form ADT-4 as prescribed under rule
any Non-Banking Financial or Housing Finance
13 of Companies (Audit and Auditors) Rules, 2014
activities. Hence, reporting under clause 3(xvi)(b)
(as amended) with the Central Government. Hence
of the said Order is not applicable to the Company.
reporting under clause 3(xi)(b) of the said Order is
not applicable to the Company. (c) According to the information and explanation
provided by the management and the records
(c) According to the information and explanation
examined by us, the Company is not a Core
provided by the management and the records
Investment Company (CIC) as defined in the
examined by us, no whistle-blower complaint has
regulations made by the Reserve Bank of India.
been received by the Company during the year.
Hence, reporting under clause 3(xvi)(c) of the said
Hence reporting under clause 3(xi)(c) of the said
Order is not applicable to the Company.
Order is not applicable to the Company.
(d) According to the information and explanation
(xii) According to the information and explanation provided
provided by the management and the records
by the management and the records examined by us,
examined by us, the Company is not a Core
the Company is not covered under the category of Nidhi
Investment Company (CIC) as defined in the
company. Hence reporting under clause 3(xii)(a) to (c) of
regulations made by the Reserve Bank of India.
the said Order is not applicable to the Company.
Hence, reporting under clause 3(xvi)(d) of the said
(xiii) According to the information and explanation provided Order, for the Group not having any other CIC as a
by the management and the records examined by us, part of the Group is not applicable to the Company.
the Company has complied with Section 177 and 188
(xvii) According to the information and explanation provided
of Companies Act, 2013 in respect of all transactions
by the management and the records examined by us,
with related parties and details have been disclosed in
the Company has not incurred any cash losses in the
the Standalone Financial Statements as required by the
financial year and in the immediately preceding financial
applicable Indian Accounting Standards.
year. Hence reporting under clause 3(xvii) of the said
(xiv) (a) According to the information and explanation Order is not applicable to the Company.
provided by the management and the records
(xviii) According to the information and explanation provided
examined by us, the Company has an internal audit
by the management and the records examined by us,
system commensurate with the size and nature of
there has been no resignation of the statutory auditors
its business.
of the Company during the year. Hence reporting under
(b) The reports of the Internal Auditors for the period clause 3(xviii) of the said Order is not applicable to the
under audit are considered by us and has been Company.
dealt with, as per SA – 610 issued by the Institute
(xix) According to the information and explanation provided
of Chartered Accountants of India.
by the management and on the basis of the financial
(xv) According to the information and explanation provided ratios, ageing and expected dates of realization of
by the management and the records examined by us, financial assets and payment of financial liabilities, other
‘Annexure – I’ (Contd.)
information accompanying the Standalone Financial of section 135 of the said Act. Accordingly, reporting
Statements examined by us, we are of the opinion that under Clause 3 (xx) is not application for the year.
no material uncertainty exists as on the date of the audit
report that the Company is not capable of meeting its ICAI UDIN: 23043908BGZERG5154
liabilities existing at the date of balance sheet as and
For B Y & Associates
when they fall due within a period of one year from the
Chartered Accountants
balance sheet date.
ICAI Firm Registration Number: 123423W
(xx) According to the information and explanation provided
by the management and the records examined by us, the CA Bhavesh Vora
Company has fully spent the required amount towards Partner
Corporate Social Responsibility (“CSR”) and there is Membership Number: 043908
no unspent amount for the year requiring a transfer to
a Fund specified in Schedule VII of the Act, or special Date: May 24, 2023
account in compliance with provision of sub section (6) Place: Mumbai
Report on the Internal Financial Controls with reference internal financial controls over financial reporting
to the Standalone Financial Statements under Clause (i) of was established and maintained and if such controls
Sub-section 3 of Section 143 of the Companies Act, 2013 operated effectively in all material respects.
(‘the Act’)
4. Our audit involves performing procedures to obtain audit
1. In conjunction with our audit of the Standalone evidence about the adequacy of the internal financial
Financial Statements of the Company as of and for controls system over financial reporting and their
the year ended March 31, 2023, we have audited the operating effectiveness. Our audit of internal financial
internal financial controls over financial reporting of controls over financial reporting included obtaining
Fine Organic Industries Limited (hereinafter referred to an understanding of internal financial controls over
as ‘the Company’) as on that date. financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL
and operating effectiveness of internal control based
FINANCIAL CONTROLS
on the assessed risk. The procedures selected depend
2. The Company’s Management is responsible for on the auditor’s judgment, including the assessment of
establishing and maintaining internal financial controls the risks of material misstatement of the Standalone
based on the internal control over financial reporting Financial Statements, whether due to fraud or error.
criteria established by the Company considering the
5. We believe that the audit evidence we have obtained is
essential components of internal control stated in the
sufficient and appropriate to provide a basis for our audit
Guidance Note on Audit of Internal Financial Controls
opinion on the Company’s internal financial controls
Over Financial Reporting issued by the Institute of
system over financial reporting.
Chartered Accountants of India (hereinafter referred
to as “the ICAI”). These responsibilities include the MEANING OF INTERNAL FINANCIAL CONTROLS OVER
design, implementation and maintenance of adequate FINANCIAL REPORTING
internal financial controls that were operating effectively
6. A Company’s internal financial control over financial
for ensuring the orderly and efficient conduct of its
reporting is a process designed to provide reasonable
business, the safeguarding of its assets, the prevention
assurance regarding the reliability of financial reporting
and detection of frauds and errors, the accuracy and
and the preparation of Standalone Financial Statements
completeness of the accounting records, and the timely
for external purposes in accordance with generally
preparation of reliable financial information, as required
accepted accounting principles. A company’s internal
under the Act.
financial control over financial reporting includes
Auditor’s Responsibility those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
3. Our responsibility is to express an opinion on the
accurately and fairly reflect the transactions and
internal financial controls over financial reporting of
dispositions of the assets of the Company; (2) provide
the Company based on our audit. We conducted our
reasonable assurance that transactions are recorded
audit in accordance with the Guidance Note on Audit
as necessary to permit preparation of Standalone
of Internal Financial Controls Over Financial Reporting
Financial Statements in accordance with generally
(the ‘Guidance Note’) issued by the ICAI and the
accepted accounting principles, and that receipts and
Standards on Auditing, issued by the ICAI and deemed
expenditures of the Company are being made only in
to be prescribed under Section 143(10) of the Act, to
accordance with authorizations of the management and
the extent applicable to an audit of internal financial
directors of the Company; and (3) provide reasonable
controls, both applicable to an audit of Internal Financial
assurance regarding prevention or timely detection
Controls and, both issued by the ICAI. Those Standards
of unauthorized acquisition, use, or disposition of the
and the Guidance Note require that we comply with
Company’s assets that could have a material effect on
ethical requirements and plan and perform the audit to
the Standalone Financial Statements.
obtain reasonable assurance about whether adequate
Annexure II (Contd.)
INHERENT LIMITATIONS OF INTERNAL FINANCIAL such internal financial controls over financial reporting
CONTROLS OVER FINANCIAL REPORTING were operating effectively as at March 31, 2023,
based on the criteria for internal financial control over
7. Because of the inherent limitations of internal financial
financial reporting criteria established by the Company
controls over financial reporting, including the possibility
considering the essential components of internal control
of collusion or improper management override of
stated in the Guidance Note issued by the ICAI.
controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of
any evaluation of the internal financial controls over ICAI UDIN: 23043908BGZERG5154
financial reporting to future periods are subject to the
risk that the internal financial control over financial For B Y & Associates
reporting may become inadequate because of changes Chartered Accountants
in conditions, or that the degree of compliance with the ICAI Firm Registration Number: 123423W
policies or procedures may deteriorate.
CA Bhavesh Vora
OPINION Partner
8. In our opinion, to the best of our information and Membership Number: 043908
according to the explanations given to us, the Company
has, in all material respects, an adequate internal Date: May 24, 2023
financial controls system over financial reporting and Place: Mumbai
(` in lakhs)
Particulars Notes for the year ended for the year ended
March 31, 2023 March 31, 2022
ASSETS
A) Non Current Assets
Property, Plant and Equipment Note 4 21,123.40 22,873.07
Capital Work-in Progress Note 5 4,044.08 1,412.47
Intangible Assets Note 6 148.54 57.11
Right of use assets Note 7 130.87 0.00
Financial Assets
- Investments Note 8 5,307.42 4,311.23
- Loans Note 9 90.86 85.29
- Others Note 10 757.29 373.27
Deferred Tax Assets (Net) Note 11 1,019.44 782.88
Other Non-current Assets Note 12 7,436.46 6,096.30
Total Non Current Assets (A) 40,058.36 35,991.62
B) Current Assets
Inventories Note 13 29,871.27 20,165.09
Financial Assets
- Trade Receivables Note 14 47,692.44 33,159.08
- Cash and Cash Equivalents Note 15 48,920.34 20,890.18
- Bank Balances Note 16 814.72 689.39
- Loans Note 17 107.91 46.30
- Others Note 18 37.24 24.14
Current Tax Assets (Net) Note 19 1,817.08 654.47
Other Current Assets Note 20 7,914.31 11,161.91
Total Current Assets (B) 1,37,175.31 86,790.56
Total Assets (A + B) 1,77,233.67 1,22,782.18
EQUITY AND LIABILITIES
A) Equity
Equity Share Capital Note 21 1,533.00 1,533.00
Other Equity Note 22 1,50,680.20 94,316.60
Total Equity (A) 1,52,213.20 95,849.60
Liabilities
B) Non Current Liabilities
Financial Liabilities
- Borrowings Note 23 0.00 2,508.32
- Lease Liability Note 24 81.57 0.00
- Others Note 25 0.00 86.61
Total Non Current Liabilities (B) 81.57 2,594.93
C) Current Liabilities
Financial Liabilities
- Borrowings Note 26 2,720.41 3,344.43
- Lease Liability Note 24 50.50 0.00
- Trade Payables Note 27
(a) Total outstanding dues of micro enterprises and small
1,871.45 904.87
enterprises
(b) Total outstanding dues of creditors other than micro
15,200.25 14,239.75
enterprises and small enterprises
- Others Note 28 320.86 147.17
Other Current Liabilities Note 29 828.72 1,023.57
Provisions Note 30 1,564.17 3,030.75
Current Tax Liabilities (Net) Note 31 2,382.54 1,647.11
Total Current Liabilities (C) 24,938.90 24,337.65
Total Equity and Liabilities (A + B + C) 1,77,233.67 1,22,782.18
The accompanying notes 1 to 54 are integral part of the standalone financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
CA Bhavesh Vora Tushar Shah Pooja Lohor
Partner Director & CFO Company Secretary
Membership No. 043908 DIN:00107144 Membership No. A28397
(` in lakhs)
Particulars Notes for the year ended for the year ended
March 31, 2023 March 31, 2022
I INCOME
Revenue From Operations Note 32 3,02,914.62 1,85,842.83
Other Income Note 33 6,409.67 3,303.21
Total Income 3,09,324.29 1,89,146.04
II EXPENSES
Cost of Materials Consumed Note 34 1,92,292.15 1,21,998.12
Purchase of Stock-in-trade 0.00 0.00
Changes in Inventories of Finished Goods, Stock-in-trade and Work-
Note 35 (5,718.80) (2,579.68)
in-progress
Employee Benefit Expenses Note 36 10,059.86 8,537.04
Finance Costs Note 37 446.69 488.88
Depreciation & Amortisation Expenses Note 38 4,788.83 3,990.01
Other Expenses Note 39 28,153.45 23,034.95
Total Expenses 2,30,022.18 1,55,469.32
III Profit / (Loss) before tax 79,302.11 33,676.72
IV TAX EXPENSES
Current Tax 20,500.00 8,750.00
Deferred Tax (257.78) (140.21)
V Profit / (Loss) For The Year 59,059.89 25,066.93
VI Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss
(a) Changes in fair value of Equity instruments through OCI (0.15) 0.03
(b) Remeasurements of Loss /(Profit) on employees defined
(24.56) 14.09
benefits plan
(c) Amount Recognised in Cashflow Hedging Reserve during the
109.05 348.69
year
(ii) Income tax relating to items that will not be reclassified to profit or
(21.23) (91.31)
loss
Total Other Comprehensive Income 63.11 271.50
TOTAL COMPREHENSIVE INCOME FOR THE YEAR [ (V) + (VI) ] 59,123.00 25,338.43
Earnings Per Equity Share
Basic Note 42 192.63 81.76
Diluted 192.63 81.76
Weighted average number of equity shares 3,06,59,976.00 3,06,59,976.00
The accompanying notes 1 to 54 are integral part of the standalone financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
(` in lakhs)
Balance as at Changes in equity share Restated balance Changes in equity share Balance as at
April 1, 2021 capital due to prior period as at capital during the year March 31, 2022
errors April 1, 2021
1,533.00 - 1,533.00 - 1,533.00
B) OTHER EQUITY
(` in lakhs)
Particulars Reserves and Surplus Other Total
Amalgamation Retained Comprehensive
Reserve Earnings Income
Balance as at April 1, 2022 1,155.24 93,360.71 (199.35) 94,316.60
Add:- Profit for the year 0.00 59,059.89 0.00 59,059.89
Reversal of loss on account of Joint Venture accounted
0.00 0.00 0.00 0.00
as per Equity Method
Other comprehensive income / (losses) 0.00 0.00 63.11 63.11
0.00 1,52,420.60 63.11 1,52,483.71
Less:- Dividend 0.00 2,759.40 0.00 2,759.40
Balance as at March 31, 2023 1,155.24 1,49,661.20 (136.24) 1,50,680.20
Balance as at April 1, 2021 1,155.24 71,666.38 (470.85) 72,350.77
Add:- Profit for the year 0.00 25,066.93 0.00 25,066.93
Other comprehensive income / (losses) 0.00 0.00 271.50 271.50
1,155.24 96,733.31 (199.35) 97,689.20
Less:- Dividend 0.00 3,372.60 0.00 3,372.60
Balance as at March 31, 2022 1,155.24 93,360.71 (199.35) 94,316.60
The accompanying notes 1 to 54 are integral part of the standalone financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
(` in lakhs)
For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Net Profit Before Tax 79,302.11 33,676.72
A] CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Depreciation and amortisation expenses 4,788.83 3,990.01
Interest Income (1,124.68) (626.97)
(Profit)/Loss on sale of fixed assets (net) (20.88) (7.37)
Finance Cost including interest on lease liabilities 446.69 369.56
Net Loss /(Gain) on Foreign Exchange Fluctuations (4,989.40) (2,457.68)
Expected Credit Loss Provisions / (Reversal) 110.05 (35.47)
Provision for Dimunition in Value of Investment 0.00 120.73
Lease Rent on Leasehold Properties 41.11 43.35
Other non-cash adjustments 79.14 24.87
Operating profit before working capital movements 78,632.97 35,097.75
Movement in working capital:
Decrease / (Increase) in Inventories (9,706.18) (9,272.53)
Decrease / (Increase) in Trade and Other Receivables (7,127.80) (18,166.43)
(Decrease) / Increase in Trade and Other Payables 2,482.62 7,432.29
(14,351.36) (20,006.67)
Cash generated from operations 64,281.61 15,091.08
Income Tax Paid (20,922.14) (7,687.48)
Net cash flows from operating activities (A) 43,359.47 7,403.60
(` in lakhs)
For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
C] NET CASH FLOWS (USED IN)/ GENERATED FROM FINANCING ACTIVITIES
Repayment of Borrowings (3,570.22) (3,064.53)
Dividend Paid (2,759.41) (3,372.60)
Interest and Finance Charges paid (444.26) (369.56)
Security Deposit Received back / (Given) 0.00 (1.24)
Employee Loans (Given) (112.35) (62.10)
Employee Loans received 45.17 54.00
Repayments of lease liabilities (including interest thereon) (14.41) (3.00)
Net cash flows used in financing activities (C) (6,855.48) (6,539.47)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 28,030.16 (4,750.54)
Cash and cash equivalents at the beginning of the year 20,890.18 25,640.72
Cash and cash equivalents at the year end {Refer to note no. 14} 48,920.34 20,890.18
Components of cash and cash equivalents :
Balances with banks
In Current Account 3,743.83 2,796.55
In Exchange Earners Foreign Currency Account 2,907.17 541.78
In Fixed Deposit Account 42,249.87 17,532.48
Cash on hand 19.47 19.37
The accompanying notes 1 to 54 are integral part of the standalone financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
1. CORPORATE INFORMATION on May 24, 2023 and are subject to the approval of
Shareholders in the Annual General Meeting.
Fine Organic Industries Limited is a public limited
Company domiciled in India and is incorporated The Company carries on business in India and abroad,
under the provisions of the Companies Act, 1956. The as manufacturers, processors, suppliers, distributors,
Company was converted in to Public Company with dealers, importers, exporters of wide range of
effect from November 02, 2017 and consequently the oleochemical-based additives used in foods, plastics,
name of the Company has changed from Fine Organic cosmetics, coatings and other specialty application in
Industries Private Limited to Fine Organic Industries various industries.
Limited. The registered office of the Company is situated
The Equity shares of the Company are listed on July 02,
in the State of Maharashtra.
2018 on BSE Limited (BSE) and National Stock Exchange
The Financial Statements were approved and authorised of India Limited (NSE).
for issue with the resolution of the Board of Directors
The Company has following investments in subsidiaries, Joint Ventures and Associates:
2.2 Functional and presentation currency The preparation of the Financial Statements in
accordance with Ind AS requires use of judgements,
These Financial Statements are presented in Indian estimates and assumptions, which affect the application
rupees, which is also the Company’s functional currency. of accounting policies and the reported amounts of
All amounts have been reported in `, unless otherwise assets, liabilities, income and expenses. The actual
indicated. results may differ from these estimates.
Estimates and underlying assumptions are reviewed on c) Recognition and measurement of defined benefit
an ongoing basis. Revision to accounting estimates is obligations
recognised prospectively. The obligation arising from defined benefit plan is
Assumptions and estimation uncertainties that have a determined on the basis of actuarial assumptions.
significant risk of resulting in a material adjustment in Key actuarial assumptions include discount rate,
the year ended March 31, 2023 are as follows: trends in salary escalation, actuarial rates and
life expectancy. The discount rate is determined
a) Property, plant and equipment by reference to market yields at the end of the
Useful lives of tangible assets are based on the reporting period on government bonds. The period
life prescribed in Schedule II of the Act except to maturity of the underlying bonds correspond
plant & machineries, which in the opinion of to the probable maturity of the post-employment
the Management represent the useful lives as benefit obligations.
they are based on technical advice, taking into
account the nature of the asset, the estimated d) Recognition of deferred tax assets
usage of the asset, the operating conditions of the Deferred tax assets are recognised for the future tax
asset, past history of replacement, anticipated consequences of temporary differences between
technological changes, manufacturers’ warranties the carrying values of assets and liabilities and
and maintenance support. their respective tax bases, and unutilised business
loss and depreciation carry-forwards and tax
b) Revenue from contracts with customers
credits, if any. Deferred tax assets are recognised
The Company’s contracts with customers include to the extent that it is probable that future
promises to transfer goods to the customers. taxable income will be available against which
Judgement is required to determine the transaction the deductible temporary differences, unused tax
price for the contract. The transaction price could losses, depreciation carry-forwards and unused
be either a fixed amount of customer consideration tax credits could be utilised.
or variable consideration with elements such as
schemes, incentives, cash discounts, etc. The
Contingent Liabilities, Commitments and
estimated amount of variable consideration is Litigations
adjusted in the transaction price only to the extent Contingent liabilities
that it is highly probable that a significant reversal
Contingent liabilities may arise from the ordinary
in the amount of cumulative revenue recognised
course of business in relation to claims against
will not occur and is reassessed at the end of each
the Company, including legal and other claims. By
reporting period.
their nature, contingencies will be resolved only
Estimates of rebates and discounts are sensitive when one or more uncertain future events occur
to changes in circumstances and the Company’s or fail to occur. The assessment of the existence,
past experience regarding returns and rebate and potential quantum, of contingencies inherently
entitlements may not be representative of involves the exercise of significant judgement and
customers’ actual returns and rebate entitlements the use of estimates regarding the outcome of
in the future. future events.
Costs to obtain a contract are generally expensed Litigation
as incurred. The assessment of this criteria
From time to time, the Company might be subject
requires the application of judgement, in particular
to legal proceedings the ultimate outcome of
when considering if costs generate or enhance
each being always subject to many uncertainties
resources to be used to satisfy future performance
inherent in litigation. A provision for litigation
obligations and whether costs are expected to be
is made when it is considered probable that a
recovered
payment will be made and the amount of the significant to the entire measurement. The Company
loss can be reasonably estimated. Significant recognises transfers between levels of the fair value
judgement is made when evaluating, among other hierarchy at the end of the reporting period during which
factors, the probability of unfavorable outcome and the change has occurred.
the ability to make a reasonable estimate of the
2.6 Operating cycle
amount of potential loss. Litigation provisions are
reviewed at each accounting period and revisions An operating cycle is the time between the acquisition
made for the changes in facts and circumstances. of assets for processing and their realisation in cash or
cash equivalents.
2.5 Measurement of fair values
Based on the nature of services and the time between
The Company’s accounting policies and disclosures
the acquisition of assets for processing and their
require the measurement of fair values, for both
realisation in cash and cash equivalents, the Company
Financial and non-Financial assets and liabilities.
has ascertained its operating cycle as 12 months for the
The Company has an established control framework with purpose of current – non-current classification of assets
respect to the measurement of fair values, which includes and liabilities.
overseeing all significant fair value measurements,
2.7 Current / non-current classification
including Level 3 fair values by the Management. The
Management regularly reviews significant unobservable An entity shall classify an asset as current when:
inputs and valuation adjustments. If third party
a) It expects to realise the asset, or intends to sell or
information, such as broker quotes or pricing services,
consume it, in its normal operating cycle;
is used to measure fair values, then the Management
assesses the evidence obtained from the third parties b) It holds the asset primarily for the purpose of
to support the conclusion that such valuations meet trading;
the requirements of Ind AS, including the level in the
c) It expects to realise the asset within twelve months
fair value hierarchy in which such valuations should be
after the reporting period; or
classified.
d) the asset is cash or a cash equivalent unless the
When measuring the fair value of a financial asset or a
asset is restricted from being exchanged or used to
financial liability, the Company uses observable market
settle a liability for at least twelve months after the
data as far as possible. Fair values are categorised into
reporting period
different levels in a fair value hierarchy based on the
inputs used in the valuation techniques as follows: An entity shall classify all other assets as non-current.
• Level-1: quoted prices (unadjusted) in active An entity shall classify a liability as current when-
markets for identical assets or liabilities.
a) It expects to settle the liability in its normal
• Level-2: inputs other than quoted prices included operating cycle;
in Level 1 that are observable for the asset or
b) It holds the liability primarily for the purpose of
liability, either directly (i.e. as prices) or indirectly
trading;
(i.e. derived from prices).
• Level-3: inputs for the asset or liability that are not c) The liability is due to be settled within twelve
based on observable market data (unobservable months after the reporting period; or
inputs). d) It does not have an unconditional right to defer
If the inputs used to measure the fair value of an settlement of the liability for at least twelve months
asset or a liability fall into different levels of the fair after the reporting period. Terms of a liability that
value hierarchy, then the fair value measurement is could, at the option of the counterparty, result in
categorised in its entirety in the same level of the its settlement by the issue of equity instruments do
fair value hierarchy as the lowest level input that is not affect its classification.
An entity shall classify all other liabilities as non-current. 3. SIGNIFICANT ACCOUNTING POLICIES
Deferred tax assets and liabilities are classified as non- 3.1 Property, plant and equipment
current assets and liabilities.
Recognition and measurement
2.8 Note on Recent Pronouncements Items of property, plant and equipment are measured
Ministry of Corporate Affairs (“MCA”) notifies new at cost less accumulated depreciation and accumulated
standard or amendments to the existing standards impairment losses, if any.
under Companies (Indian Accounting Standards) Rules The cost of an item of property, plant and equipment
as issued from time to time. On March 31, 2023, MCA comprises:
amended the Companies (Indian Accounting Standards)
a) Its purchase price, including import duties and
Amendment Rules, 2023, applicable from April 01,
non-refundable purchase taxes, after deducting
2023 as below:
trade discounts and rebates.
Ind AS 1 – Presentation of Financial Statements b) Any directly attributable cost of bringing the asset
The amendments require companies to disclose their to its location and condition necessary for it to be
material accounting policies rather than their significant capable of operating in the manner intended by
accounting policies. Accounting policy information, Management.
together with other information, is material when it
If significant parts of an item of property, plant and
can reasonably be expected to influence decisions of
equipment have different useful lives, then they are
primary users of general purpose financial statements. accounted and depreciated for as separate items (major
The Company does not expect this amendment to have components) of property, plant and equipment.
any significant impact in its financial statements.
Gains or losses arising from de-recognition of a property,
Ind AS 12 – Income Taxes plant and equipment are measured as the difference
The amendments clarify how companies account between the net disposal proceeds and the carrying
for deferred tax on transactions such as leases and amount of the asset and are recognised in the Statement
decommissioning obligations. The amendments of Profit and Loss when the asset is derecognised.
narrowed the scope of the recognition exemption Capital work-in-progress comprises cost of fixed assets
in paragraphs 15 and 24 of Ind AS 12 (recognition that are not yet ready for their intended use at the year
exemption) so that it no longer applies to transactions end. Expenditure/ Income during construction period
that, on initial recognition, give rise to equal taxable (including financing cost related to borrowed funds
and deductible temporary differences. The Company is for construction or acquisition of qualifying PPE) is
evaluating the impact, if any, in its financial statements. included under Capital Work-in-Progress, and the same
is allocated to the respective PPE on the completion of
Ind AS 8 – Accounting Policies, Changes in Accounting
their construction. Advances given towards acquisition
Estimates and Errors
or construction of PPE outstanding at each reporting
The amendments will help entities to distinguish date are disclosed as Capital Advances under “Other
between accounting policies and accounting estimates. non-current Assets”.
The definition of a change in accounting estimates has
Leasehold Rent payable to MIDC relating to new project,
been replaced with a definition of accounting estimates.
during the project development stage prior to its intended
Under the new definition, accounting estimates are
use, are considered as pre - operative expenses and
“monetary amounts in financial statements that are
disclosed under Non- Current Assets and the same will
subject to measurement uncertainty”. Entities develop
be amortised in the year of commencement of project.
accounting estimates if accounting policies require
items in financial statements to be measured in a way Subsequent expenditure
that involves measurement uncertainty. The Company
Subsequent expenditure is capitalised only if it is
does not expect this amendment to have any significant
probable that the future economic benefits associated
impact in its financial statements.
with the expenditure will flow to the Company.
Fine Organic Industries Limited
154 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
Depreciation Amortisation
Depreciation is calculated on pro-rata basis using the Amortisation is calculated to write off the cost of
diminishing balance method on cost of items of property, intangible assets less their estimated residual values
plant and equipment less their estimated residual and it is included in depreciation and amortisation in the
values over the estimated residual useful lives based on Statement of profit and loss.
Schedule II of the Companies Act, 2013 except for plant Intangible assets are amortised over the estimated
& machinery. useful lives as given below:
In case of plant & machinery, based on internal Intangible Assets Useful life
assessment, the management believes that the useful
Computer Software (WDV Method) 3 Years
lives as given below best represent the period over
Patent / Trademark (SLM Method) 10 Years
which management expects to use these assets. Hence
the useful lives for these assets may different from the 3.3 Borrowing costs
useful lives as prescribed under Part C of Schedule II Borrowing costs are interest and other costs (including
of the Companies Act, 2013. The management believes exchange differences relating to foreign currency
that these estimated useful lives are realistic and reflect borrowings to the extent that they are regarded as an
fair approximation of the period over which the assets adjustment to interest costs) incurred in connection
are likely to be used. with the borrowing of funds. Borrowing costs that are
The estimated useful lives of items of property, plant directly attributable to the acquisition or construction of
and equipment are as follows: an asset that necessarily takes a substantial period of
time to get ready for its intended use are capitalised as
Tangible Assets Useful lives as per part of the cost of that asset till the date it is ready for its
Schedule II intended use or sale less any investment income on the
Buildings 30 Years temporary investment of those borrowings.
Computers
Other borrowing costs are recognised as an expense in
Computer – Server & Network 6 Years
the period in which they are incurred.
Computer – Others 3 Years
Plant & Machinery 5 - 15 Years 3.4 Impairment of non-Financial assets
Furniture and Fixtures 10 Years Assets are tested for impairment whenever events or
Electrical Installation 10 Years changes in circumstances indicate that the carrying
Motor Cars & Vehicles 8 Years amount may not be recoverable. An impairment loss
Office Equipments 5 Years is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The
Depreciation methods, useful lives and residual values recoverable amount is the higher of an asset’s fair value
are reviewed at each reporting date and adjusted if less costs of disposal and value in use. For the purpose
appropriate. of assessing impairment, assets are grouped at the
3.2 Intangible Assets lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash
Recognition and measurement inflows from other assets or groups of assets.
Intangible assets comprise of computer software and
3.5 Income Tax
patent / trademark, which acquired by the Company
are initially measured at cost. Such intangible assets Income tax expense comprises current and deferred tax.
are subsequently measured at cost less accumulated It is recognised in profit or loss except to the extent that
amortisation and any accumulated impairment losses. it relates to a business combination, or items recognised
directly in equity or in other comprehensive income.
Subsequent expenditure
Subsequent expenditure is capitalised only when it Current Tax
increases the future economic benefits embodied in the Current tax comprises the expected tax payable or
specific asset to which it relates. receivable on the taxable income or loss for the year
Fine Organic Industries Limited
Annual Report 2022-23
155
Notes Forming Integral Part of the Standalone Financial Statements
for the year ended March 31, 2023 (Contd.)
and any adjustment to the tax payable or receivable in eferred tax is measured at the tax rates that are
D
respect of previous years. The amount of current tax expected to be applied to temporary differences when
reflects the best estimate of the tax amount expected they reverse, using tax rates enacted or substantively
to be paid or received after considering the uncertainty, enacted by the reporting date.
if any, related to income taxes. It is measured using tax The measurement of deferred tax reflects the tax
rates enacted or substantively enacted by the reporting consequences that would follow from the manner in
date. which the Company expects, at the reporting date, to
Current tax assets and current tax liabilities are offset recover or settle the carrying amount of its assets and
only if, the Company: liabilities.
• has a legally enforceable right to set off the Deferred tax assets and liabilities are offset only if:
recognised amounts; and • the Company has a legally enforceable right to set
• intends either to settle on a net basis, or to realise off current tax assets against current tax liabilities;
the asset and settle the liability simultaneously. and
Expected credit losses are measured through a loss when the fair value is positive and as financial
allowance at an amount equal to: liabilities when the fair value is negative.
• The 12-months expected credit losses (expected Any gains or losses arising from changes in the fair
credit losses that result from those default events value of derivatives are taken directly to Statement
on the Financial instrument that are possible within of Profit and Loss, except for the effective portion
12 months after the reporting date); or of cash flow hedges which is recognised in Other
Comprehensive Income and later to Statement
• Full lifetime expected credit losses (expected
of Profit and Loss when the hedged item affects
credit losses that result from all possible default
profit or loss or treated as basis adjustment if a
events over the life of the Financial instrument)
hedged forecast transaction subsequently results
For trade receivables, the Company applies ‘simplified in the recognition of a non-Financial assets or non-
approach’ which requires expected lifetime losses to be Financial liability.
recognised from initial recognition of the receivables.
In case of loss / gains from interest rate swaps,
The Company uses historical default rates to determine
directly attributable to the acquisition or
impairment loss on the portfolio of trade receivables. At
construction of an asset that necessarily takes
every reporting date these historical default rates are
a substantial period of time to get ready for its
reviewed and changes in the forward looking estimates
intended use are capitalised as part of the cost of
are analysed.
that asset till the date it is ready for its intended
For other assets, the Company uses 12 month ECL to use or sale.
provide for impairment loss where there is no significant
Hedges that meet the criteria for hedge accounting
increase in credit risk. If there is significant increase in
are accounted for as follows:
credit risk full lifetime ECL is used.
Cash flow hedge
Financial liabilities
The Company designates derivative contracts or
Initial recognition and measurement
non derivative financial assets / liabilities as hedging
All Financial liabilities are recognised at fair value and instruments to mitigate the risk of movement in
in case of loans, net of directly attributable cost. Fees of interest rates and foreign exchange rates for foreign
recurring nature are directly recognised in the Statement exchange exposure on highly probable future cash
of Profit and Loss as finance cost. flows attributable to a recognised asset or liability
Subsequent measurement or forecast cash transactions. When a derivative is
Financial liabilities are carried at amortised cost using designated as a cash flow hedging instrument, the
the effective interest method. For trade and other effective portion of changes in the fair value of the
payables maturing within one year from the balance derivative is recognised in the cash flow hedging
sheet date, the carrying amounts approximate fair value reserve being part of other comprehensive income.
due to the short maturity of these instruments. Any ineffective portion of changes in the fair value
of the derivative is recognised immediately in
a)
Derivative Financial instruments and Hedge the Statement of Profit and Loss. If the hedging
Accounting relationship no longer meets the criteria for hedge
The Company uses various derivative financial accounting, then hedge accounting is discontinued
instruments such as forwards and Interest rate prospectively. If the hedging instrument expires
swaps to mitigate the risk of changes in exchange or is sold, terminated or exercised, the cumulative
rates and Interest rates. Such derivative financial gain or loss on the hedging instrument recognised
instruments are initially recognised at fair value on in cash flow hedging reserve till the period the
the date on which a derivative contract is entered hedge was effective remains in cash flow hedging
into and are also subsequently measured at fair reserve until the underlying transaction occurs. The
value. Derivatives are carried as financial assets cumulative gain or loss previously recognised in
the cash flow hedging reserve is transferred to the the transaction is between entities under common
Statement of Profit and Loss upon the occurrence control. Acquisition related costs are recognised in the
of the underlying transaction. If the forecasted Statement of profit and loss as incurred. The acquiree’s
transaction is no longer expected to occur, then the identifiable assets, liabilities and contingent liabilities
amount accumulated in cash flow hedging reserve that meet the conditions for recognition are recognised
is reclassified in the Statement of Profit and Loss. at their respective fair value at the acquisition date,
except certain assets and liabilities required to be
Fair Value Hedge measured as per applicable standards. Purchase
The Company designates derivative contracts consideration in excess of the Company’s interest in the
or non derivative financial assets / liabilities as acquiree’s net fair value of identifiable assets, liabilities
hedging instruments to mitigate the risk of change and contingent liabilities is recognised as goodwill.
in fair value of hedged item due to movement Excess of the Company’s interest in the net fair value
in interest rates, foreign exchange rates and of the acquiree’s identifiable assets, liabilities and
commodity prices. contingent liabilities over the purchase consideration
is recognised, after reassessment of fair value of net
Changes in the fair value of hedging instruments
assets acquired, is recognised as Capital Reserve i.e.
and hedged items that are designated and qualify
Amalgamation Reserve.
as fair value hedges are recorded in the Statement
of Profit and Loss. If the hedging relationship no Business Combinations arising from transfer of interests
longer meets the criteria for hedge accounting, in entities that are under common control are accounted
the adjustment to the carrying amount of a hedged using pooling of interest method wherein, assets and
item for which the effective interest method is used liabilities of the combining entities are reflected at their
is amortised to Statement of Profit and Loss over carrying value, no adjustment are made to reflect fair
the period of maturity. values, or recognise any new assets or liabilities. The
identity of the reserves is preserved and appears in the
b) De-recognition of Financial instruments Financial Statements of the transferee in the same form
The Company derecognises a financial asset when in which they appeared in the Financial Statements of
the contractual rights to the cash flows from the the transferor.
Financial asset expire or it transfers the Financial 3.11 Revenue Recognition
asset and the transfer qualifies for de-recognition
under Ind AS 109. A financial liability (or a part Revenue from contracts with customer
of a financial liability) is derecognised from the Revenue from contract with customers is recognised
Company’s Balance Sheet when the obligation when the Company satisfies performance obligation
specified in the contract is discharged or cancelled by transferring promised goods and services to the
or expires. customer. Performance obligations are satisfied at the
point of time when the customer obtains controls of the
c) Offsetting asset.
Financial assets and financial liabilities are offset
Revenue is measured based on transaction price,
and the net amount is reported in the balance
which is the fair value of the consideration received or
sheet when, and only when, the Company has receivable, stated net of discounts, returns and value
legally enforceable right to set off the amount added tax. Transaction price is recognised based on
and it intends, either to settle them on net basis the price specified in the contract, net of the estimated
or to realise the assets and settle the liabilities sales incentives/ discounts. Accumulated experience is
simultaneously. used to estimate and provide for the discounts/ right of
3.10 Business Combinations return, using the expected value method.
and rewards of ownership of the goods have been Costs to fulfill a contract i.e. freight, insurance and other
passed to the buyer, usually on delivery of the goods selling expenses are recognised as an expense in the
and acceptance by the buyer. Any additional amount period in which related revenue is recognised.
based on the terms of the agreement entered into
Other Operating Revenues
with customers, is recognised in the period when the
collectability of the profit share becomes probable Other Operating revenue mainly consists of Sale of
and a reliable measure of the profit share is available. Scrap arising from the production of finished goods.
Revenue from the sale of goods is measured at the fair
Interest Income
value of the consideration received or receivable, net
Interest income is recorded using the effective interest
of returns and allowances, trade discounts and volume
rate (EIR). EIR is the rate that exactly discounts the
rebates. The Company does not provide any warranties
estimated future cash payments or receipts over the
or maintenance contracts to its customers.
expected life of the financial instrument or a shorter
As per erstwhile Ind AS 18, the Company has assumed period, where appropriate, to the gross carrying amount
that recovery of excise duty (up to June 2017) flows to of the financial asset or to the amortised cost of a
the Company on its own account. This is for the reason financial liability.
that it is a liability of the manufacturer which forms
Interest income is included in finance income in the
part of the cost of production, irrespective of whether
Statement of profit and loss
the goods are sold or not. Since the recovery of excise
duty flows to the Company on its own account, revenue Interest income earned on the temporary investment
includes excise duty. of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs
Variable consideration eligible for capitalisation.
This includes incentives, volume rebates, discounts etc.
Dividends
It is estimated at contract inception and constrained until
it is highly probable that a significant revenue reversal in Revenue is recognised when the Company’s right to
the amount of cumulative revenue recognised will not receive the payment is established, which is generally
when shareholders approve the dividend.
occur when the associated uncertainty with the variable
consideration is subsequently resolved. It is reassessed Insurance and other claims
at end of each reporting period.
Revenue in respect of Insurance and other claim is
Significant financing component recognised only on reasonable certainty of ultimate
collection.
Generally, the Company receives short-term advances
from its customers. Using the practical expedient in 3.12 Foreign Currencies
Ind AS 115, the Company does not adjust the promised The Financial Statements are presented in Indian
amount of consideration for the effects of a significant rupees, which is the functional currency of the Company
financing component if it expects, at contract inception, and the currency of the primary economic environment
that the period between the transfer of the promised in which the Company operates.
good or service to the customer and when the customer
pays for that good or service will be one year or less. Transactions and balances
Transactions in foreign currencies are initially recorded
Cost to obtain a contract by the Company at its functional currency spot rates at
The Company pays sales commission to its selling agents the date the transaction first qualifies for recognition.
for each contract that they obtain for the Company. The Monetary assets and liabilities denominated in foreign
Company has elected to apply the optional practical currencies are translated at the functional currency spot
expedient for costs to obtain a contract which allows the rates of exchange at the reporting date.
Company to immediately expense sales commissions
Exchange differences arising on settlement or
because the amortisation period of the asset that the translation of monetary items are recognised in profit or
Company otherwise would have used is one year or less. loss.
Fine Organic Industries Limited
160 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
3.13 Employee benefits recognised as expenses for the period in which the
employee has rendered the service.
Short term employee benefits
3.14 Leases
Liabilities for short term employee benefits that are
expected to be settled wholly within 12 months after As a lessee
the end of the period in which the employees render the Leases in which a significant portion of the risks
related service are recognised in respect of employees’ and rewards of ownership are not transferred to the
service up to the end of the reporting period and are Company as lessee are classified as operating leases.
measured at the amounts expected to be paid when Payments made under operating leases are charged to
the liabilities are settled. The liabilities are reported as the Statement of profit and loss on a straight line basis
current employee benefits payable in the balance sheet. over the period of the lease unless the payments are
structured to increase in line with expected general
Post-employment benefits
inflation to compensate for the lessor’s expected
a) Defined benefit plans inflationary cost increases.
The liability or asset recognised in the balance sheet As a Lessee
in respect of defined benefit plans is the present
At inception of a contract, the Company assesses
value of the defined benefits obligation at the end
whether a contract is, or contains, a lease. A contract is,
of the reporting period less the fair value of plan
or contains, a lease if the contract conveys the right to
assets. The defined benefit obligation is calculated
control the use of an identified asset for a period of time
annually by actuaries using the Projected Unit
in exchange for consideration.
Credit Method at the year end.
1. The contract involves the use of an identified asset
The present value of the defined benefit obligation
– this may be specified explicitly or implicitly,
is determined by discounting the estimated future
and should be physically distinct or represent
cash outflows by reference to market yields at the
substantially all of the capacity of a physically
end of the reporting period on government bonds
distinct asset. If the lessor has a substantive
that have terms approximating to the terms of the
substitution right, then the asset is not identified.
related obligations.
2. The Company has the right to obtain substantially
The net interest cost is calculated by applying the
all of the economic benefits from use of the asset
discount rate to the net balance of the defined
throughout the period of use; and
benefit obligation and the fair value of plan assets.
This cost is included in Employee Benefit Expense 3. The Company as a lessee has the right to direct the
in the Statement of profit and loss. use of the asset. The Company has this right when
it has the decision-making rights that are most
Re-measurement gains and losses arising from
relevant to changing how and for what purpose
experience adjustments and changes in actuarial
the asset is used. In rare cases where the decision
assumptions are recognised in the period in
about how and for what purpose the asset is used
which they occur, directly in Other Comprehensive
is predetermined, the Company has the right to
Income. They are included in retained earnings in
direct the use of the asset if either :
the Statement of changes in equity.
a) the Company as a lessee has the right to
Changes in the present value of the defined benefit
operate the asset; or
obligation resulting from plan amendments or
curtailments are recognised immediately in the b) the Company as a lessee designed the asset
profit or loss as past service cost. in a way that predetermines how and for what
purpose it will be used
b) Defined contribution plans
The Company recognises a right-of-use asset and a
Contributions under Defined Contribution Plans
lease liability at the lease commencement date. The
payable in keeping with the related schemes are
right-of-use asset is initially measured at cost, which
Fine Organic Industries Limited
Annual Report 2022-23
161
Notes Forming Integral Part of the Standalone Financial Statements
for the year ended March 31, 2023 (Contd.)
comprises the initial amount of the lease liability Provisions are measured at the present value of
adjusted for any lease payments made at or before Management’s best estimates of the expenditure
the commencement date, plus any initial direct costs required to settle the present obligation at the end of the
incurred and an estimate of costs to dismantle and reporting period. The discount rate used to determine
remove the underlying asset or to restore the underlying the present value is a pre-tax rate that reflects current
asset or the site on which it is located, less any lease market assessments of the time value of money and the
incentives received. risk specific to the liability. The increase in the provision
The right-of-use assets are subsequently depreciated due to the passage of time is recognised as interest
using the straight-line method from the commencement expense.
date to the earlier of the end of the useful life of the right- A disclosure for contingent liabilities is made when
of-use asset or the end of the lease term. In addition, there is a possible obligation arising from past events,
the right-of-use asset is periodically reduced the existence of which will be confirmed only by the
by impairment losses, if any, and adjusted for certain re- occurrence or non-occurrence of one or more uncertain
measurements of the lease liability. future events not wholly within the control of the
Company or a present obligation that arises from past
The lease liability is initially measured at amortised cost events where it is either not probable that an outflow
at the present value of the lease payments that are not
of resources embodying economic benefits will be
paid at the commencement date, discounted using the
required to settle or a reliable estimate of the amount
interest rate implicit in the lease or, if that rate cannot
cannot be made.
be readily determined, using the incremental borrowing
rate. 3.16 Dividend
It is re -measured when there is a change in future lease Provision is made for the amount of any dividend
payments arising from a change in an index or rate, if declared, being appropriately authorised and no longer
there is a change in the estimate of the amount expected at the discretion of the Company, on or before the end of
to be payable under a residual value guarantee, or if the reporting period but not distributed at the end of the
the Company changes its assessment of whether it will reporting period.
exercise a purchase, extension or termination option.
3.17 Earnings per share (EPS)
When the lease liability is remeasured in this way, a
Basic earnings per share
corresponding adjustment is made to the carrying
Basic earnings per share is calculated by dividing
amount of the right-of-use asset, or is recorded in profit
or loss if the carrying amount of the right-of-use asset the profit attributable to owners of the equity by the
has been reduced to zero. weighted average number of equity shares outstanding
during the financial year.
Short-term leases and leases of low-value assets
Diluted earnings per share
The Company has elected not to recognise right-of-use
Diluted earnings per share adjusts the figures used in
assets and lease liabilities for short-term leases that
the determination of basic earnings per share to take
have a lease term of 12 months or less and leases of
into account
low-value assets. The Company recognises the lease
payments associated with these leases as an expense • The after income tax effect of interest and other
on a straight-line basis over the lease term. financing costs associated with dilutive potential
equity shares, and
3.15 Provisions and contingent liabilities
• The weighted average number of additional equity
Provisions are recognised when the Company has a
shares that would have been outstanding assuming
present legal or constructive obligation as a result
the conversion of all dilutive potential equity
of past events and it is probable that an outflow of
shares.
resources will be required to settle the obligation and
the amount can be reliably estimated. Provisions are not
recognised for future operating losses.
(` in lakhs)
Particulars Factory / Office Resi- Factory Plant and Electri- Labo- Office Furniture Computer Vehicles Total
Research Prem- dential Flats Equip- cal ratory Equip- & & Peripher- Property
Centre ises Premises ments Equip- Equip- ments Fixtures als (includ- Plant and
Building ments ments ing Server Equipment
& Network)
Gross Carrying Amount
Financial Statements
163
Notes Forming Integral Part of the Standalone Financial Statements
for the year ended March 31, 2023 (Contd.)
(` in lakhs)
Particulars As At March 31, 2023
< 1 Year 1-2 Years 2-3 Years More than 3 Years Total
-- Projects in progress 2,960.61 643.56 185.43 254.48 4,044.08
-- Projects temporarily suspended 0.00 0.00 0.00 0.00 0.00
Total 2,960.61 643.56 185.43 254.48 4,044.08
(` in lakhs)
Particulars As At March 31, 2022
< 1 Year 1-2 Years 2-3 Years More than 3 Years Total
-- Projects in progress 919.41 219.25 262.06 11.75 1,412.47
-- Projects temporarily suspended 0.00 0.00 0.00 0.00 0.00
Total 919.41 219.25 262.06 11.75 1,412.47
NOTE 5.2 There are no Capital Work-in Progress, whose completion is overdue or has exceeded its cost compared to its original
plan
(` in lakhs)
Particulars Software Patents & Total Intangible
Trademarks Assets
Balance as at March 31, 2022 109.79 16.05 125.84
Add: Additions during the year 46.56 3.67 50.23
Add/(Less): Disposals/ Adjustments 0.00 0.00 0.00
Balance as at March 31, 2023 156.35 19.72 176.07
Net Carrying Amount
Balance as at March 31, 2022 38.40 18.71 57.11
Balance as at March 31, 2023 132.67 15.87 148.54
The lease portfolio of the Company consists of agreements which fall under operating lease categories. These lease commitments
primarily consist of lease rent payments for the branch office, and godowns.
Changes in the carrying value of Right-Of-Use (ROU) assets during the period :
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Balance at the Beginning of the period 0.00 0.00
Additions 144.06 0.00
Depreciation (13.19) 0.00
Balance at the End of the period 130.87 0.00
NOTE 7.1 ASSET CLASS-WISE RIGHT OF USE ASSETS FOR THE PERIOD ENDED MARCH 31, 2023 ARE AS FOLLOWS :
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Building
Balance at the Beginning of the period 0.00 0.00
Additions 144.06 0.00
Depreciation (13.19) 0.00
Balance at the End of the period 130.87 0.00
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Unquoted Investment in Equity Instruments of Jointly Controlled
Entity (At Cost)
(i) Fine Zeelandia Private Limited 4,028.43 4,028.43
(Current Year: 4,02,84,250 shares of `10/- each fully paid up)
(Previous Year: 4,02,84,250 shares of `10/- each fully paid up)
(ii) FineADD Ingredients GmbH (Refer Note 8.1) 0.00 0.00
(Current Year: 2,500 shares of Euro 100 each fully paid up)
(Previous Year: 2,500 shares of Euro 100 each fully paid up)
(iii) Fine Organic Industries (Thailand) Co., Limited 1,050.34 54.00
(Current Year: 4,49,970.75 shares of Thai Baht 100 each fully paid up)
(Previous Year: 22,500 shares of Thai Baht 100 each fully paid up),
Unquoted Investment in Equity Instruments at FVTOCI
(i) Saraswat Co-Operative Bank Limited 4.68 4.83
(Current Year: 2,500 shares of ` 10/- each fully paid up)
(Previous Year: 2,500 shares of ` 10/- each fully paid up)
Total Investments 5,307.42 4,311.23
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Raw Materials and Packing Materials 14,981.11 11,354.97
Semi-Finished Goods 543.43 922.41
Finished Goods 12,009.99 5,912.21
Consumables 191.52 164.69
Stores & Spares 2,145.22 1,810.81
Total Inventories 29,871.27 20,165.09
* Balances with Government Authorities primarily include amounts realisable for GST, the unutilised GST input tax credits. These
are generally realised within one year or utilised regularly. Accordingly, these balances have been classified as “Other Current
Assets”.
NOTE 21.3 DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5 % SHARES OF THE COMPANY
The requisite approvals for modification of the Memorandum and Articles of Association of the Company had been accorded by
the shareholders on November 6, 2017.
NOTE 21.7 AGGREGATE NUMBER OF BONUS SHARES ISSUED, SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH
DURING THE PERIOD OF FIVE YEARS IMMEDIATELY PRECEDING THE REPORTING DATE
(i) The Company has issued 2,80,000 Equity Shares of ` 10 Each in Financial year 2016-17 for consideration other than cash to
the shareholders of Fine Research & Development Centre Private Limited (“FRDCPL”) and Fine Specialty Surfactants Private
Limited (“FSSPL”) on account of Amalgamation.
(ii) During the year ended March 31, 2018, the Company has issued 1,02,19,992 Equity shares of ` 10 each (Pre Subdivision of
shares) pursuant to the bonus issue of shares vide special resolution approved by the shareholders dated October 16, 2017.
The Company has allotted 2 (Two) Fully paid up equity shares of ` 10 each for every 1 (One) Equity share held by the
shareholders (Including shares issued to the shareholders on account of amalgamation with FRDCPL & FSSPL).
Later on as per special resolution dated November 6, 2017, such shares are sub divided into the ratio of 2 (Two) shares of
face value of ` 5 each for every existing 1 (One) share of the face value of ` 10 each.
Glossary
(a) Amalgamation Reserve - At the time of business combination under common control,amlagamation adjustment reserve of
transferor company becomes amlagamation adjustment reserve of the transferee company.The Company established this
reserve at the time of business combinations made in the earlier years.
(b) Retained Earnings represents undistributed accumulated earnings of the Company as on the balance sheet date.
Micro & Small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have
been identified by the Company on the basis of the information available with the Company and the auditors have relied on the
same. Sundry creditors include total outstanding dues of micro and small enterprises amounting to ` 1871.45 lakhs (Previous
Year: ` 904.87 lakhs). The disclosure pursuant to MSMED Act based on the books of account is as under:
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
(i) Principal amount remaining unpaid 1,871.45 904.87
(ii) Interest due on above and the unpaid interest 7.49 2.34
(iii) Interest paid in terms of Section 16 of MSMED Act 0.00 0.00
(iv) Amount of payments made to supplier beyond the appointed day 0.00 0.00
(v) Amount of interest due and payable for the period of delay on payment made 0.00 0.00
beyond the appointed day during the year without adding interest specified
under MSMED Act,2006
(vi) Amount of Interest accrued and remaining unpaid * 7.49 2.34
(vii) Amount of further interest remaining due and payable in succeeding years for 0.00 0.00
the purpose of disallowance under section 23 of the MSMED Act,2006
(*) The interest has not been accrued in the books of account since the outstanding amount majorly includes retention amount
payable after completion of contract period.
NOTE 32.1 OTHER DISCLOSURE RELATING TO REVENUE FROM CONTRACTS WITH CUSTOMERS (IND AS 115)
The Company is primarily in the Business of manufacture and sale of Specialty chemicals. All sales are made at a point in time
and revenue recognised upon satisfaction of the performance obligations which is typically upon dispatch/ delivery. The Company
evaluates the credit limits for the trade receivables. The Company does not give significant credit period resulting in no significant
financing component.
Further, disaggregation of revenue based on geography has been mentioned under segment information. {refer to note no. 45.3}
Reconciliation of Revenue recognised from contracts with customers with Contract liabilities
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Opening Contract Liability 792.13 365.03
Add: Addition to contract liability during the year 67,901.42 13,974.98
Less: Recognised as revenue during the year 68,122.02 13,547.88
Closing Contract liability 571.53 792.13
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Revenue from contract with customer as per Contract price 3,03,328.20 1,87,363.98
Less: Discounts and Rebates 21.27 21.31
Less: Sales Returns 418.78 1,524.43
Revenue from contract with customer as per statement of profit and loss 3,02,888.15 1,85,818.24
As per Indian Accounting Standard 19 “Employee Benefits” the disclosures as defined are given below:
The Company makes contributions towards provident fund and other retirement benefits to a defined contribution retirement
benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of
payroll cost to the retirement benefit plan to fund the benefit.
Contribution to Defined Contribution Plans, recognised as expense for the year is as under:
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Employer’s Contribution to Pension Scheme 100.00 85.25
Employer’s Contribution to Provident fund 47.45 39.95
Total 147.45 125.20
The Company has used the Projected Unit Credit (PUC) actuarial method to assess the Plan’s liabilities, including those
related to death-in-service benefits. Under the PUC method, a ‘Projected accrued benefit’ is calculated at the beginning of
the year and again at the end of the year for each benefit that will accrue for all active members of the plan. The ‘projected
accrued benefit’ is based on the Plan’s accrual formula and upon the service as at the beginning or end of the year, but
using a member’s final compensation, projected to the age at which the employee is assumed to leave active service. The
Plan Liability is the actuarial present value of the ‘projected accrued benefits’ as at the end of the year for the Plan’s active
members.
(i) Reconciliation of opening and closing balances of the present value of the defined benefit obligation
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Present value of Defined Benefit Obligation at beginning of the Year 1,201.58 1,145.35
Add : Service Cost
(a) Current Service Cost 92.82 80.17
(b) Past Service Cost 0.00 0.00
(c) Loss/(Gain) from Settlement 0.00 0.00
Add: Current Interest Cost 80.51 72.16
Add: Benefit Paid (73.40) (82.01)
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Add: Remeasurements of Actuarial (Gain) / Loss
(a) From changes in Demographic assumptions 0.00 0.00
(b) From changes in Financial assumptions (46.99) (34.92)
(c) From experience over the past year 77.39 20.83
Effect of Acquisition/ (Divestiture)
Transfer In/(Out) 0.00 0.00
Changes in Foreign Exchange Rates 0.00 0.00
Present value of Defined Benefit Obligation at the end of the Year 1,331.91 1,201.58
(ii) Reconciliation of opening & closing balances of fair value of plan assets
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Fair Value of Plan Asset at beginning of the Year 1,289.11 1,225.41
Add: Contributions Paid by Employer 106.61 71.42
Add: Benefits Paid / (Received) (73.40) (82.01)
Add: Interest Income on Plan assets 84.15 74.29
Re-measurements
(a) Actuarial (Loss)/Gain from changes in financial assumptions - -
(b) Return on plan assets excluding amount included in net interest on the net 5.84 -
defined benefit liability/(asset)
(c) Changes in the effect of limiting a net defined benefit asset to the asset - -
ceiling
Effect of Acquisition/ (Divestiture) - -
Transfer In/(Out) - -
Changes in foreign exchange rates - -
Fair Value of Plan Asset at the end of the Year 1,412.31 1,289.11
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Re-measurements on Plan Assets
(a) Actuarial (Loss)/Gain from changes in financial assumptions - -
(b) Return on Plan assets, excluding amount included in net interest on the 5.84 -
net defined benefit liability/(asset)
(c) Changes in the effect of limiting a net defined benefit asset to the asset - -
ceiling
Balance at end of year (Loss)/ Gain (247.41) (222.85)
(` in lakhs)
Particulars As at March 31, 2023 As at March 31, 2022
INCREASE BY DECREASE Increase by 1% Decrease by
1% BY 1% 1%
Salary Growth Rate increases by ` decreases by increases by ` decreases by
96.21 lakhs ` 87.04 lakhs 90.62 lakhs ` 81.43 lakhs
Discount Rate decreases by ` increases by decreases by ` increases by `
84.60 lakhs ` 95.08 lakhs 79.45 lakhs 89.99 lakhs
Withdrawal Rate increases by ` decreases by increases by ` decreases by
11.74 lakhs ` 13.18 lakhs 8.47 lakhs ` 9.5 lakhs
Mortality (increase in expected lifetime by 1 year) decreases by ` - decreases by ` -
0.31 lakhs 0.34 lakhs
Mortality (increase in expected lifetime by 3 years) decreases by ` - decreases by ` -
0.94 lakhs 0.85 lakhs
Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated.
Longevity Risk
The present value of Gratuity plan liability is calculated by reference to the best estimate of the mortality of plan participants.
An Increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary Risk
The present value of the Gratuity plan liability is calculated by reference to the future salaries of plan participants. As such,
an increase in the salary of the plan participants will increase the plan’s liability.
Investment Risk
For funded plans that rely on Insurers for managing the assets, the value of assets certified by the Insurer may not be the
fair value of Instruments backing the liability. In such cases, the present value of the assets is Independent of the future
discount rate. This can result In wide fluctuations in the net liability or the funded status If there are significant changes In
the discount rate during the inter-valuation period.
NOTE 37 FINANCE COSTS
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Interest Expenses
On Loans 243.42 369.56
On Leases 2.43 0.00
Bank Charges and Commission 200.84 119.32
Total Finance Costs 446.69 488.88
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Remuneration to Cost Auditor 3.00 2.50
Consumption of Stores and Spares 40.87 37.22
Corporate Social Responsibility Expenses {refer to note no. 39.1} 478.05 397.88
Corporate Environmental Responsibility 37.71 14.76
Director Sitting fees 33.80 22.65
Electricity Charges 71.39 61.27
Expected Credit Loss Provisions 110.05 0.00
Freight and Forwarding charges 9,919.45 9,843.38
Insurance Charges 536.68 314.90
Laboratory Expenses 136.15 92.73
Legal and Professional fees 784.23 529.30
Other Administrative Expenses 334.62 177.85
Postage, Telephone and Telegram 163.53 107.79
Power, Fuel and Water Charges 9,762.97 7,729.98
Printing and Stationery Expenses 45.93 35.83
Product Registration fees 3.08 1.14
Bad Debts 0.00 20.31
Provision for Doubtful Receivables 79.14 25.00
Provision for Dimunition in value of Joint Venture 0.00 120.73
Rent, Rates and Taxes 779.15 511.72
Repairs and Maintenance to:
(i) Factory Building 175.85 118.16
(ii) Machinery 1,028.62 878.11
(iii) Others 336.34 312.68
Sales Promotion Expenses 101.70 33.86
Sales Commission 1,505.18 887.53
Security Charges 298.29 260.51
Seminar & Trade fair Expenses 534.72 65.27
Subscription, Membership, Books & Periodicals 87.64 53.86
Travelling and Conveyance Expenses 588.94 224.97
Vehicle Expenses 98.24 91.86
Total Other Expenses 28,153.45 23,034.95
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
C) Details related to spent / unspent obligations:
(i) Amount spent in relation to Ongoing Project 460.00 17.00
(ii) Amount spent in relation to other than Ongoing Project 13.00 213.83
(iii) Amount spent in administrative Overheads 5.05 5.13
(iv) Amount transferred to Unspent CSR Account for Ongoing Projects 0.00 163.92
D) Amounts available for set-off in succeeding financial year 3.25 0.00
(` in lakhs)
Sr. Particulars Transactions during the period Closing Balance
No. April 2022 to April 2021 to As At As At
March 2023 March 2022 March 31, 2023 March 31, 2022
1 Director's Remuneration
Late Prakash Damodar Kamat 77.00 350.00 0.00 46.00
Mukesh Maganlal Shah 460.00 350.00 61.00 30.50
Jayen Ramesh Shah 460.00 350.00 61.00 30.50
Tushar Ramesh Shah 460.00 350.00 61.00 30.50
Bimal Mukesh Shah 460.00 350.00 61.00 30.50
Nikhil Dattatraya Kamat 115.00 0.00 16.03
Thiruvengadam Parthasarathi 20.00 15.00 18.00 13.50
Mahesh Pansukhlal Sarda 20.00 15.00 18.00 13.50
Kaushik Dwarkadas Shah 20.00 15.00 18.00 13.50
Prakash Krishnaji Apte 20.00 15.00 18.00 13.50
Pratima Madhukar Umarji 20.00 15.00 18.00 13.50
2 Director's Sitting Fees
Thiruvengadam Parthasarathi 6.75 4.50 0.00 0.14
Mahesh Pansukhlal Sarda 6.75 4.20 0.00 0.14
Kaushik Dwarkadas Shah 7.35 4.95 0.00 0.00
Prakash Krishnaji Apte 8.10 5.25 0.00 0.00
Pratima Madhukar Umarji 4.85 3.75 0.00 0.14
3 Sale of Goods {#}
Oleofine Organics SDN BHD 1,850.46 871.57 57.22 61.02
Fine Organics (USA) Inc. 41,180.01 9,495.55 18,192.86 4,744.22
Fine Organics Europe BV 14,316.50 6,971.55 3,103.12 2,487.07
Fine Zeelandia Private Limited 1,665.07 1,642.51 54.50 0.00
(` in lakhs)
Sr. Particulars Transactions during the period Closing Balance
No. April 2022 to April 2021 to As At As At
March 2023 March 2022 March 31, 2023 March 31, 2022
4 Sale of Components
Oleofine Organics SDN BHD 7.97 0.00 0.00 0.00
Fine Organic Industries (Thailand) Co., Limited 254.04 0.00 123.01 0.00
5 Purchase of Asset / Investment
Fine Organic Industries 0.00 0.12 0.00 0.00
Tushar Shah (@) 0.00 6.81 0.00 0.00
6 Dividend paid
Late Prakash Damodar Kamat 400.76 489.81 0.00 0.00
Jyotsna Ramesh Shah 389.33 475.85 0.00 0.00
Tushar Ramesh Shah 332.93 406.91 0.00 0.00
Jayen Ramesh Shah 308.13 376.60 0.00 0.00
Bimal Mukesh Shah 190.51 232.85 0.00 0.00
Mukesh Maganlal Shah 158.76 194.04 0.00 0.00
Nikhil Dattatraya Kamat 0.00 0.00 0.00 0.00
Neeta Jayen Shah 59.39 72.59 0.00 0.00
Bina Tushar Shah 51.69 63.18 0.00 0.00
Jayshree Mukesh Shah 51.17 62.54 0.00 0.00
Ramesh M. Shah HUF 27.77 33.99 0.00 0.00
Jayen R. Shah HUF 27.63 33.77 0.00 0.00
Mukesh M. Shah HUF 12.65 15.46 0.00 0.00
Prakash D. Kamat HUF 12.35 15.09 0.00 0.00
Shaili Nirav Doshi 11.06 13.52 0.00 0.00
Rhea Tushar Shah 9.60 11.73 0.00 0.00
Esha Tushar Shah 9.60 11.73 0.00 0.00
Manali Vishal Doshi 6.90 8.43 0.00 0.00
Tushar R. Shah HUF 9.29 11.35 0.00 0.00
Neeta Rajeev Warty 0.38 0.00 0.00 0.00
Nisha Umesh Rege 0.00 0.00 0.00 0.00
7 Salary to Relatives
Manali Vishal Doshi 37.40 32.50 0.00 0.00
Rhea Tushar Shah 7.26 0.58 0.00 0.00
Suneet Nikhil Kamat 15.99 0.00 0.00 0.00
8 Export Commission
Oleofine Organics SDN BHD 0.00 4.12 0.00 0.00
9 Security Deposit - Rent (*)
Fine Organic Industries 0.00 0.00 17.50 15.90
Olefine Organics 0.00 0.00 2.68 2.40
10 Rent Expenses {#}(*)
Fine Organics 4.50 4.50 0.00 0.00
Fine Organic Industries 148.64 144.42 0.00 0.00
Olefine Organics 66.32 66.36 0.00 0.00
Smoothex Chemicals Private Limited 4.50 4.50 0.00 0.00
Late Prakash Damodar Kamat 2.10 8.40 0.00 0.00
Jyotsna Ramesh Shah 49.92 36.71 0.00 0.00
Jayshree Mukesh Shah 8.40 8.40 0.00 0.00
Bina Tushar Shah 8.78 8.40 0.00 0.00
Fine Zeelandia Private Limited 15.30 0.00 0.00 0.00
11 Prepaid Rent Balance as at March 31, 2023 (*)
Fine Organic Industries 0.00 0.00 0.50 2.10
Olefine Organics 0.00 0.00 0.32 0.60
(` in lakhs)
Sr. Particulars Transactions during the period Closing Balance
No. April 2022 to April 2021 to As At As At
March 2023 March 2022 March 31, 2023 March 31, 2022
12 Advance given to/repaid from Subsidiaries (*)
Fine Organics (USA) Inc. 0.00 (279.56) 0.00 0.00
13 Reimbursement of Expenses
Mukesh Maganlal Shah 0.27 0.00 0.05 0.00
Jayen Ramesh Shah 0.62 0.00 0.00 0.00
Tushar Ramesh Shah 0.00 0.89 0.00 0.00
Bimal Mukesh Shah 0.87 0.63 0.00 0.00
Nikhil Dattatraya Kamat 0.23 0.00 0.00 0.00
Prakash Krishnaji Apte 1.05 0.00 0.00 0.00
Manali Vishal Doshi 0.05 0.00 0.00 0.00
Fine Zeelandia Private Limited 0.00 0.00 0.00 0.00
Suneet Nikhil Kamat 0.15 0.00 0.00 0.00
14 Investments in equity instruments
Fine Organics (USA) Inc. (*) 0.00 0.00 189.13 189.13
Fine Organics Europe BV (*) ($) (@) 0.00 0.00 34.84 34.84
Fine Zeelandia Private Limited 0.00 0.00 4,028.43 4,028.43
FineADD Ingredients GmbH {refer to note no. 8.1} 0.00 0.00 0.00 0.00
Fine Organic Industries (Thailand) Co.Limited (^) 996.34 54.00 1,050.34 54.00
15 Interest Income on Advances / Security deposit
(*)
Fine Organics (USA) Inc. 0.00 19.05 0.00 0.00
Fine Organic Industries 0.00 1.45 0.50 1.45
Olefine Organics 0.00 0.26 0.32 0.26
^^ Ceased to become an associate company wef October 14, 2020.
* Includes Ind AS adjustments
^ Became a joint venture wef May 31, 2021.
($) Wholly owned Subsidiary wef March 23, 2022.
(@) On March 23, 2022 Fine Organic Industries Limited acquired stake from a minority shareholder in Fine Organics Europe BV ,
a subsidary of Fine Organic Industries Limited
# Includes expenses including GST component
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2023, the Company
has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2022: Nil). This assessment
is undertaken each financial year through examining the financial position of the related party and the market in which the related
party operates.(Disclosure of compensation paid to Key Managerial person)
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
FINE ORGANICS (USA), INC ^ 41,180.01 0.00
^ Nil in previous year as it was less than 10% of the total revenue.
The product offerings which are part of the Specialty chemicals portfolio of the Company are managed on a worldwide basis from
India.
The Company has disaggregated its revenue from contract with customers and trade receivables on a geographical basis as under:
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
- In India 94,849.36 74,078.70
- Outside India 2,08,038.79 1,11,739.54
Total Revenue from operations 3,02,888.15 1,85,818.24
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Trade Receivables
- In India 9,331.25 7,766.52
- Outside India 38,572.11 25,493.43
Less : Expected Credit Loss on Trade Receivables (210.92) (100.87)
Total 47,692.44 33,159.08
The Company implements and manages efficient internal control systems to ensure that all assets are safeguarded and
protected against loss from unauthorised use or disposition, by maintaining proper records and reports in a timely manner. This
is supplemented by an extensive programme of internal audit, reviewed by the Management and relevant policies, guidelines and
procedures. The internal control is designed to ensure the reliability of financial and other records for preparing precise financial
statements, maintaining accountability of assets and more. The Management is committed to regularly reviewing and making
relevant amendments to the internal control system, as and when required.
The Company’s process framework provides well-documented standard operating procedures and authorities with adequate
built-in controls. The internal control is further enhanced by an extensive programme of internal, external audits and periodic
reviews by the Management.
The Company adopts and follows a risk mitigation strategy and reviews risk occurrence to find probable mitigation strategies.
The Company’s Risk Management Committee reviews risks and mitigation measures at regular intervals, and accordingly initiates
corrective steps at times of need.
Fine Organic Industries Limited
190 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
NOTE 47 DISCLOSURE PURSUANT TO SECTION 186 (4) OF THE COMPANIES ACT, 2013
(a) Investment Made in Subsidiaries and Joint Venture companies (At Amortised Cost)
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Fine Organics (USA), Inc. (#) 189.13 189.13
Fine Organics Europe BV 34.84 34.84
Fine Zeelandia Private Limited 4,028.43 4,028.43
FineADD Ingredients GmbH {refer to note no. 8.1} 0.00 0.00
Fine Organic Industries (Thailand) Co., Limited 1,050.34 54.00
(#) Amount includes on account of Ind AS adjustment towards Notional Interest and not for actual addition in Investment .
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Lease payment recognised in the statement of profit and loss 41.10 43.35
Minimum lease payments under non cancellable operating leases payable
Not later than 1 year 43.55 38.92
Later than 1 year but not less than 5 years 174.19 155.68
Later than 5 years 3,247.87 3,057.87
Total future minimum lease payment 3,465.61 3,252.47
(` in lakhs)
Particulars Carrying Value Fair Value
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
FINANCIAL ASSETS
A] Financial assets at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial assets at fair value through OCI
Non Current Financial Assets: Investments 4.68 4.83 4.68 4.83
C] Financial assets at amortised cost
Non Current Financial Assets : Investments 5,302.74 4,306.40 5,302.74 4,306.40
Non Current Financial Assets : Loans 90.86 85.29 90.86 85.29
Non Current Financial Assets : Others 757.29 373.27 757.29 373.27
Current Financial Assets : Trade Receivables 47,692.44 33,159.08 47,692.44 33,159.08
Current Financial Assets : Cash and Cash 48,920.34 20,890.18 48,920.34 20,890.18
Equivalents
Current Financial Assets : Bank Balances 814.72 689.39 814.72 689.39
Current Financial Assets : Loans 107.91 46.30 107.91 46.30
Current Financial Assets : Others 37.24 24.14 37.24 24.14
(` in lakhs)
Particulars Carrying Value Fair Value
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
FINANCIAL LIABILITIES
A] Financial liabilities at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial liabilities at amortised cost:
Non Current Financial Liabilities : Borrowings 2,720.41 5,852.75 2,720.41 5,852.75
(Including Current Maturity on Long Term
Borrowing)
Non Current Financial Liabilities : Lease Liability 81.57 0.00 81.57 0.00
Non Current Financial Liabilities : Others 0.00 86.61 0.00 86.61
Current Financial Liabilities : Lease Liability 50.50 0.00 50.50 0.00
Current Financial Liabilities : Trade Payables 17,071.70 15,144.62 17,071.70 15,144.62
Current Financial Liabilities : Others 320.86 147.17 320.86 147.17
In all cases, the management has assessed that the fair value of all financial assets and liabilities at Amortised Cost approximate
their carrying amounts as stated above.
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities.
Note 50.1 - Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at March 31, 2023 :
(` in lakhs)
Particulars Carrying Value Fair value measurement using
Date of Valuation Total Level 1* Level 2* Level 3*
FINANCIAL ASSETS
A] Financial assets at fair value through statement 0.00 0.00 0.00 0.00
of profit & loss
B] Financial assets at fair value through OCI
Non Current Financial Assets: Investments March 31, 2022 4.68 4.68 4.68 4.68
{Refer Note No. 50.3}
C] Financial assets at amortised cost
Non Current Financial Assets : Investments March 31, 2023 5,302.74 0.00 0.00 5,302.74
Non Current Financial Assets : Loans March 31, 2023 90.86 0.00 0.00 90.86
Non Current Financial Assets : Others March 31, 2023 757.29 0.00 0.00 757.29
Current Financial Assets : Trade Receivables March 31, 2023 47,692.44 0.00 0.00 47,692.44
Current Financial Assets : Cash and Cash March 31, 2023 48,920.34 0.00 0.00 48,920.34
Equivalents
Current Financial Assets : Bank Balances March 31, 2023 814.72 0.00 0.00 814.72
Current Financial Assets : Loans March 31, 2023 107.91 0.00 0.00 107.91
Current Financial Assets : Others March 31, 2023 37.24 0.00 0.00 37.24
(` in lakhs)
Particulars Carrying Value Fair value measurement using
Date of Valuation Total Level 1* Level 2* Level 3*
FINANCIAL LIABILITIES
A] Financial liabilities at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial liabilities at amortised cost:
Non Current Financial Liabilities : Borrowings March 31, 2023 2,720.41 0.00 0.00 2,720.41
(Including Current Maturity on Long Term
Borrowing)
Non Current Financial Liabilities : Lease Liability March 31, 2023 81.57 0.00 0.00 81.57
Non Current Financial Liabilities : Others March 31, 2023 0.00 0.00 0.00 0.00
Current Financial Liabilities : Lease Liability March 31, 2023 50.50 0.00 0.00 50.50
Current Financial Liabilities : Trade Payables March 31, 2023 17,071.70 0.00 0.00 17,071.70
Current Financial Liabilities : Others March 31, 2023 320.86 0.00 0.00 320.86
Note 50.2 - Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at March 31, 2022 :
(` in lakhs)
Particulars Carrying Value Fair value measurement using
Date of Valuation Total Level 1* Level 2* Level 3*
FINANCIAL ASSETS
A] Financial assets at fair value through statement 0.00 0.00 0.00 0.00
of profit & loss
B] Financial assets at fair value through OCI
Non Current Financial Assets: Investments March 31, 2022 4.83 4.83 4.83 4.83
{Refer Note No. 50.3}
C] Financial assets at amortised cost
Non Current Financial Assets : Investments March 31, 2023 4,306.40 0.00 0.00 4,306.40
Non Current Financial Assets : Loans March 31, 2023 85.29 0.00 0.00 85.29
Non Current Financial Assets : Others March 31, 2023 373.27 0.00 0.00 373.27
Current Financial Assets : Trade Receivables March 31, 2023 33,159.08 0.00 0.00 33,159.08
Current Financial Assets : Cash and Cash March 31, 2023 20,890.18 0.00 0.00 20,890.18
Equivalents
Current Financial Assets : Bank Balances March 31, 2023 689.39 0.00 0.00 689.39
Current Financial Assets : Loans March 31, 2023 46.30 0.00 0.00 46.30
Current Financial Assets : Others March 31, 2023 24.14 0.00 0.00 24.14
FINANCIAL LIABILITIES
A] Financial liabilities at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial liabilities at amortised cost:
Non Current Financial Liabilities : Borrowings March 31, 2023 5,852.75 0.00 0.00 5,852.75
(Including Current Maturity on Long Term
Borrowing)
Non Current Financial Liabilities : Lease Liability March 31, 2023 0.00 0.00 0.00 0.00
Non Current Financial Liabilities : Others March 31, 2023 86.61 0.00 0.00 86.61
Current Financial Liabilities : Lease Liability March 31, 2023 0.00 0.00 0.00 0.00
Current Financial Liabilities : Trade Payables March 31, 2023 15,144.62 0.00 0.00 15,144.62
Current Financial Liabilities : Others March 31, 2023 147.17 0.00 0.00 147.17
The primary objective of the Company’s capital management is to maintain an efficient capital structure to reduce the cost of
capital, support the corporate strategy and to maximise shareholder’s value.
The Company’s policy is to borrow primarily through banks to maintain sufficient liquidity. The Company also maintains certain
undrawn committed credit facilities to provide additional liquidity. These borrowings, together with cash generated from
operations are utilised for operations of the Company.
The Company monitors capital on the basis of cost of capital. The Company is not subject to any externally imposed capital
requirements.
No changes were made to the objectives, policies or processes for managing capital during the years ended March 31, 2023 and
March 31, 2022.
The Company monitors capital on the basis of cost of capital. The Company is not subject to any externally imposed capital
requirements.
1) Market Risk
Market Risks arise due to Changes in Interest rates, Foreign Exchange rates and changes in Market prices.
The Company’s policy is generally to undertake long-term borrowings using facilities that carry floating-interest rate.
The Company manages its interest rate risk by entering into interest rate swaps, in which it agrees to exchange, at
specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an
agreed-upon notional principal amount.
Moreover, the short-term borrowings of the Company do not have a significant fair value or cash flow interest rate risk
due to their short tenure.
As the Company does not have exposure to any floating-interest bearing assets its interest income and related cash
inflows are not materially affected by changes in market interest rates.
As at the end of reporting period, the Company had following long term variable interest rate borrowings and derivatives
to hedge the interest rate risk are as follows:
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Notional value of liability 2,720.41 5,852.75
Less: Interest Rate Swap on above Liability (2,720.41) (5,852.75)
Net exposure 0.00 0.00
Disclosure of Effects of Interest Rate Swaps Hedge accounting on Financial Position as at March 31, 2023
(` in lakhs)
Particulars Nominal value Carrying amount of Maturity date Hedge ratio
of liability hedging instrument
Interest Rate Risk
- Interest Rate Swaps 2,720.41 0.00 December 2023 1:1
Disclosure for gain / (loss) recognised in cashflow hedging reserve and recycled during the year
For 2022-23
(` in lakhs)
Particulars Opening Net amount Recycled Closing
Balance recognised Net amount Net amount Total amount Balance
to P & L added to non recycled
financial assets
Forex - Interest Rate Swaps 86.61 0.00 0.00 (109.05) (109.05) (22.44)
For 2021-22
(` in lakhs)
Particulars Opening Net amount Recycled Closing
Balance recognised Net amount Net amount Total amount Balance
to P & L added to non recycled
financial assets
Forex - Interest Rate Swaps 435.30 0.00 0.00 348.69 348.69 86.61
The Company enters into forward exchange contracts to hedge against its foreign currency exposures relating to
the underlying transactions and firm commitments. The Company does not enter into any Derivative Instruments
for trading and Speculation purposes.
The Forward Exchange Contracts used for hedging foreign exchange currency exposure and outstanding as at
reporting date as at under:
(` in lakhs)
Particulars As At March 31, 2023 As At March 31, 2022
No. of Amount Indian No. of Amount Indian
Contracts in Foreign Rupee Contracts in Foreign Rupee
Currency Equivalent Currency Equivalent
Forward Contract to Sell 57 $180.34 15,006.74 122 $197.25 14,953.52
Forward Contract to Purchase 11 $29.21 477.50 21 $61.62 4,671.15
Forward Contract to Sell 53 € 110.00 9,948.87 51 € 64.25 5,439.41
b) The unhedged exposures as at the end of the reporting date are as follows
(` in lakhs)
Particulars As at March 31, 2023 As at March 31, 2022
Indian Rupees Foreign Currency Indian Rupees Foreign Currency
Financial Assets
Trade Receivables 19,242.87 $234.05 3,693.89 $48.71
Trade Receivables 0.00 € 0.00 1,002.60 € 11.84
Financial Liabilities
Trade Payables 0.00 $0.00 0.00 $0.00
Trade Payables 29.57 € 0.33 5.63 € 0.07
Long term Borrowings 1,117.33 $13.59 5,852.75 $77.21
Net Exposure - US$ 18,125.54 $220.46 (2,158.86) ($28.50)
Net Exposure - EUR (29.57) (€ 0.33) 996.97 € 11.77
In case of change in the currencies by 1%, the change in the profit would be as under :
(` in lakhs)
Particulars As At March 31, 2023 As At March 31, 2022
Change US$ EURO € Change US$ EURO €
1% Depreciation in ` 1% 181.26 (0.30) 1% (21.59) 9.97
1% Appreciation in ` 1% (181.26) 0.30 1% 21.59 (9.97)
The company is exposed to the price risk associated with purchasing of the raw materials. . The Company typically does
not enter into formal long-term arrangements with our vendors. Therefore, fluctuations in the price and availability of
raw materials may affect the Company’s business and results of operations. To mitigate this the Company has a risk
management strategy in place wherein the senior management reviews the supply chain scenarios, commodity prices
and supplier contracts periodically to avoid material impact on profitability of the company.
2) Credit Risk
Credit Risk is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company.
It arises from credit exposure to customers, financial instruments viz., Investments in Equity Shares and Balances with
Banks.
The Company holds cash and cash equivalents with banks which are having highest safety rankings and hence has a low
credit risk.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer operates, also has
an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits (generally
between 30 to 90 days) and continuously monitoring the creditworthiness of customers to which the Company grants credit
terms in the normal course of business. The outstanding trade receivables due for a period exceeding 180 days as at the year
ended March 31, 2023 is 0.39% (P.Y. 0.18%) of the total trade receivables. The Company uses Expected Credit Loss (ECL)
Model to assess the impairment loss or gain.
3) Liquidity Risk
The Company manages liquidity risk by maintaining adequate surplus, banking facilities and reserve borrowings facilities by
continuously monitoring forecasts and actual cash flows.
The Company has obtained fund based borrowings from banks. The Company invests its surplus funds in bank fixed deposit
which carry low credit risks.
All payments are made on due dates and requests for early payments are entertained after due approval and availing early
payment discounts.
The Company has a system of forecasting rolling one month cash inflow and outflow and all liquidity requirements are
planned.
(` in lakhs)
Particulars Balance As At Less than 1-3 years 3-5 years More than 5
March 31, 2023 1 year years
Long term Borrowings 2,720.41 2,720.41 0.00 0.00 0.00
(including Current maturity on Long Term
Borrowings)
Lease Liability 132.07 50.50 67.37 14.20 0.00
Trade Payable 17,071.70 17,071.70 0.00 0.00 0.00
Deposits from customer 318.87 318.87 0.00 0.00 0.00
Dividend Payable 1.99 1.99 0.00 0.00 0.00
NOTE 53 RATIOS
(ii) The Company do not have any transactions with companies struck off during the year
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or
any other relevant provisions of the Income Tax Act, 1961.
The Group has generally concluded that as • To test cut off selected sample of sales transactions
principal, it typically controls the goods or services made pre-year and post-year end, agreeing
before transferring them to the customer. the period of revenue recognition to third party
support, such as transporter invoice and customer
The variety of terms that define when controls are
confirmation of receipt of goods.
transferred to the customer, as well as the high
value of the transactions, give rise to the risk that • Tested the provision calculations related to
revenue is not recognized in the correct period. discounts and rebates by agreeing a sample of
amounts recognized to underlying arrangements
Revenue is measured net of returns and allowances,
with customers and other supporting documents.
cash discounts, trade discounts and volume
rebates (collectively ‘discount and rebates’). • Performed analytical procedures of revenue by
There is a risk that these discount and rebates are streams to identify any unusual trends.
incorrectly recorded as it also requires a certain • The Group has provided confirmations from
degree of estimation, resulting in understatement customers on sample basis to support existence
of the associated expenses and accrual. assertion of trade receivables and assessed the
Revenue is also an important element of how relevant disclosures made in the Consolidated
the Group measures its performance. The Group Financial Statements; to ensure revenue from
focuses on revenue as a key performance measure, contracts with customers are in accordance with
which could create an incentive for revenue to be the requirements of relevant Indian accounting
recognized before the risk and rewards have been standards (Ind AS).
transferred.
B. Allowance for Credit Losses
Accordingly, due to the significant risk associated The Group applies ‘simplified approach’ which
with revenue recognition in accordance with requires expected lifetime losses to be recognised
terms of Ind AS 115 ‘Revenue from contracts with from initial recognition of the trade receivables.
customers’, it was determined to be a key audit The Group uses historical default rates to
matter in our audit of the Consolidated Financial determine impairment loss on the portfolio of
Statements. trade receivables and adjusted to reflect current
and estimated future economic conditions of
{Refer to note no. 33 of the Consolidated Financial
its customers, their industry and geography of
Statements}.
operations.
Auditors’ Response:
At every reporting date these historical default
Our audit procedures included the following: rates are reviewed and changes in the forward
• Assessed the Parent Company’s revenue looking estimates are analyzed.
recognition procedure as per Ind AS 115 ‘Revenue In calculating expected credit loss, the Group
from contracts with customers’. also considers other related information for its
customers, including credit periods, to estimate
• Assessed the design and tested the operating
the probability of default in future and has taken
effectiveness of internal controls related to revenue
into account estimates of possible effect from any
recognition, discounts and rebates.
uncertain events / litigations etc. The Management
• Performed sample tests of individual sales of the Parent Company has exercised significant
transaction and traced to sales invoices, sales judgement in estimating the allowance for credit
orders and other related documents. Further, in losses.
respect of these samples, checked that the revenue
(Refer to note no. 14 of the Consolidated Financial
has been recognized as per the terms.
Statements)
The Parent Company has material uncertain tax If, based on the work we have performed, we conclude
imposition including matters under dispute which that there is a material misstatement of this other
involves significant judgement to determine the information we are required to report that fact. We have
possible outcome of these disputes. nothing to report in this regard.
{Refer to note no. 45 of the Consolidated Financial RESPONSIBILITY OF MANAGEMENT AND THOSE
Statements} CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED
FINANCIAL STATEMENTS
Auditors’ Response:
8. The Parent Company’s Board of Directors are responsible
• The Parent Company has provided details of all
pending assessments and demands for the year for the matters specified in section 134(5) of the Act
ended March 31, 2023. with respect to the preparation of these Consolidated
Financial Statements that give a true and fair view of
• We have obtained Parent Company’s Management the financial position, financial performance (including
note / view on possible outcome and its impact other comprehensive income), changes in equity
on financial position of the Parent Company for all and cash flows of the Group including Joint Venture
pending assessments and disputed matters under Company in accordance with the Indian Accounting
litigations. Standards specified under Section 133 of the Act, read
INFORMATION OTHER THAN THE CONSOLIDATED with the Companies (Indian Accounting Standards)
FINANCIAL STATEMENTS AND AUDITOR’S REPORT Rules, 2015 (as amended) and accounting principles
THEREON generally accepted in India. The respective Board of
Directors of the Companies included in the Group and of
6. The Parent’s Board of Directors is responsible for
Joint Venture Company are responsible for maintenance
the other information. The other information in the
Fine Organic Industries Limited
202 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
of adequate accounting records in accordance with the users taken on the basis of these Consolidated Financial
provisions of the Act for safeguarding of the assets of Statements.
the Group and for preventing and detecting the frauds 11. As part of an audit in accordance with SAs, we exercise
and other irregularities, selection and application of professional judgement and maintain professional
appropriate accounting policies, making judgements skepticism throughout the audit. We also:
and estimates that are reasonable and prudent,
and the design, implementation and maintenance • Identify and access the risks of material
of adequate internal financial controls, that were misstatement of the Consolidated Financial
operating effectively for ensuring the accuracy and Statements, whether due to fraud or error, design
completeness of the accounting records, relevant to and perform audit procedures responsive to those
the preparation and presentation of the Consolidated risks, and obtain audit evidence that is sufficient
Financial Statements that give a true and fair view and and appropriate to provide a basis for our opinion.
are free from material misstatement, whether due to The risk of not detecting a material misstatement
fraud or error, which have been used for the purpose resulting from fraud is higher than for one resulting
of preparation of Consolidated Financial Statements by from error, as fraud may involve collusion, forgery,
the Directors of the Parent Company, as aforesaid. intentional omissions, misrepresentations, or the
override of internal control.
9. In preparing the Consolidated Financial Statements,
the respective management and Board of Directors of • Obtain an understanding of internal financial
the Companies included in the Group and of its Joint control relevant to the audit in order to design
Venture Companies are responsible for assessing the audit procedures that are appropriate in the
ability of the Group and Joint Venture Companies to circumstances. Under section 143(3)(i) of the Act,
continue as a going concern, disclosing, as applicable, we are also responsible for expressing our opinion
matters related to going concern and using the going on whether the Parent Company has adequate
concern basis of accounting unless the respective internal financial controls system in place and the
management and Board of Directors either intends to operating effectiveness of such controls.
liquidate the Company or to cease operations, or has no • Evaluate the appropriateness of accounting
realistic alternative but to do so. policies used and the reasonableness of accounting
The respective Board of Directors of the Companies estimates and related disclosures made by the
included in the Group and of its Joint Venture Companies management and Board of Directors of the Parent
are responsible for overseeing the Company’s financial Company.
reporting process. • Conclude on the appropriateness of management
AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF THE and Board of Directors of the Parent Company’s
CONSOLIDATED FINANCIAL STATEMENTS use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
10. Our objectives are to obtain reasonable assurance
a material uncertainty exists related to events
about whether the Consolidated Financial Statements
or conditions that may cast significant doubt
as whole are free from material misstatement, whether
on the ability of the Group and its Joint Venture
due to fraud or error, and to issue an auditor’s report that
Companies to continue as a going concern. If we
includes our opinion. Reasonable Assurance is a high
conclude that a material uncertainty exists, we are
level of assurance but is not a guarantee that an audit
required to draw attention in our auditor’s report
conducted in accordance with SAs will always detect a
to the related disclosures in the Consolidated
material misstatement when it exists. Misstatements
Financial Statements or, if such disclosures are
can arise from fraud or error and are considered material
inadequate, to modify our opinion. Our conclusions
if, individually or in the aggregate, they could reasonably
are based on the audit evidence obtained up to the
be expected to influence the economic decisions of
date of our auditor’s report. However, future events and significant audit findings, including any significant
or conditions may cause the Group and its Joint deficiencies in internal control that we identify during
Venture Companies to cease to continue as a going our audit.
concern.
14. We also provide those charged with governance with
• Evaluate the overall presentation, structure and a statement that we have complied with relevant
content of the Consolidated Financial Statements, ethical requirements regarding independence, and to
including the disclosures, and whether they communicate with them all relationships and other
represent the underlying transactions and events matters that may reasonably be thought to bear on
in a manner that achieves fair presentation. our independence, and where applicable, related
safeguards.
• Obtain sufficient and appropriate audit evidence
regarding the financial information of the 15. From the matters communicated with those charged
business activities within the Group and its Joint with governance, we determine those matters that were
Venture Companies to express an opinion on of most significance in the audit of the Consolidated
the Consolidated Financial Statements. We are Financial Statements of the current period and are
responsible for the direction, supervision and therefore the key audit matters. We describe these
performance of the audit of the Consolidated matters in our auditor’s report unless law or regulation
Financial Statements of such business activities precludes public disclosure about the matter or when,
included in the Consolidated Financial Statements in extremely rare circumstances, we determine that
of which we are the independent auditors and a matter should not be communicated in our report
whose financial information we have audited. For because the adverse consequences of doing so would
the business activities included in the Consolidated reasonably be expected to outweigh the public interest
Financial Statements, which have been either benefits of such communication.
audited by the other auditors or certified by
OTHER MATTERS
management of the Parent Company, in such
case other auditor and management of the Parent 16. The accompanying Consolidated Financial Statements
Company remain responsible for the direction, include the Financial Statements and other financial
supervision and performance of the business information of one Joint Venture Company, which
activities. We remain solely responsible for our reflects group’s share of Net Loss after tax of INR
audit opinion. 160.58 Lakhs for the year ended March 31, 2023, which
have been audited by us.
12. Materiality is the magnitude of misstatements in the
Consolidated Financial Statements that, individually 17. We did not audit the Financial Statements / Information
or in aggregate, makes it probable that the economic of two subsidiaries, whose Financial Statements /
decisions of a reasonably knowledgeable user of the Financial Information reflect Total Assets of INR
Consolidated Financial Statements may be influenced. 34,332.87 Lakhs (before eliminating inter group
We consider quantitative materiality and qualitative transactions) as at March 31, 2023, Total Revenues of
factors in (i) planning the scope of our audit work and INR 54,889.56 Lakhs and net cash inflow amounting to
in evaluating the results of our work; and (ii) to evaluate INR 886.36 Lakhs for the year ended on that date and
the effect of any identified misstatements in the Financial Statements and other financial information
Consolidated Financial Statements. of 2 Joint Venture Companies which reflects Group’s
Share of Net loss after tax of INR 16.85 Lakhs for the
13. We communicate with those charged with governance
year ended March 31, 2023. As informed to us by the
of the Parent Company and such other entities included
management of the Parent Company, the Financial
in the Consolidated Financial Statements of which we
Statements / Results of these subsidiaries and 2 Joint
are the independent auditors regarding, among other
Venture Companies are not required to be audited under
matters, the planned scope and timing of the audit
the regulations governing the entities and therefore have
been compiled by the accountant of the Subsidiaries b) In our opinion, proper books of account as required
and 2 Joint venture Companies and certified by the by law relating to preparation of the aforesaid
management of the Parent Company, and our opinion Consolidated Financial Statements have been kept
on the Consolidated Financial Statements, in so far as so far as it appears from our examination of those
it relates to the amounts and disclosures included in books.
respect of Subsidiaries and 2 Joint Venture Companies
c) The Consolidated Balance Sheet, the Consolidated
and our report in terms of sub-section (3) of Section
Statement of Profit and Loss (including other
143 of the Act, in so far as it relates to the aforesaid
Comprehensive Income), the Consolidated
Subsidiaries, Joint Venture Companies is based solely
Statement of Changes in Equity and the
on the Financial Statement / Financial Information
Consolidated Statement of Cash Flows dealt with
provided by the management.
by this Report are in agreement with the relevant
Our opinion on the Consolidated Financial Statements, books of account maintained for the purpose
and our report on Other Legal and Regulatory of preparation of the Consolidated Financial
Requirements below, is not modified in respect of Statements.
the above matters with respect to our reliance on the
d) In our opinion, the aforesaid Consolidated Financial
Financial Statements / Financial Information certified
Statements comply with the Indian Accounting
by the Management.
Standards prescribed under Section 133 of the
REPORT ON OTHER LEGAL AND REGULATORY Act, read with Companies (Indian Accounting
REQUIREMENTS Standards) Rule, 2015 (as amended).
18. As required by the Companies (Auditor’s Report) Order, e) On the basis of the written representations
2020 (“the Order”), issued by the Central Government received from the Directors of the Parent Company
in terms of Section 143(11) of the Act, with respect to and 1 Joint Venture Company whose Financial
clause no (xxi) for any qualifications or adverse remarks Statements has been audited by us as on March
by the respective auditors in the Order of the Companies 31, 2023, taken on record by the Board of
incorporated in India included in this Consolidated Directors of the Parent Company and such Joint
Financial Statements and based on the CARO report Venture Company incorporated in India, none
issued by us with respect to one Joint Venture Company of the directors of the Parent Company and such
included in the Consolidated Financial Statements of the Joint Venture Company incorporated in India is
Companies to which reporting under CARO is applicable, disqualified as on March 31, 2023 from being
there are no qualifications or adverse remarks in the appointed as a director in terms of Section 164(2)
CARO report of the Joint Venture Company. of the Act.
19. As required by Section 143(3) of the Act, based on f) With respect to the adequacy of the internal financial
our audit and on the consideration of the report of one controls over financial reporting and the operating
Joint Venture Company issued by us and management effectiveness of internal financial controls with
certified Financial Statements / Results of the Reference to Consolidated Financial Statements
Subsidiary Companies and Joint Venture Companies of the Group and its Joint Venture Companies
on the Consolidated Financial Statements referred to in incorporated in India; refer to our separate
the Other Matters section above, we report to the extent report in ‘Annexure – I’. Our report expresses an
applicable that: unmodified opinion on the adequacy and operating
effectiveness of the Parent Company’s internal
a) We have sought and obtained all the information
financial controls over financial reporting.
and explanations which to the best of our
knowledge and belief were necessary for the 20. With respect to the other matters to be included in
purposes of our audit of the aforesaid Consolidated the Auditor’s Report in accordance with Rule 11 of
Financial statements. the Companies (Audit and Auditor’s) Rules, 2014
(as amended), in our opinion and to the best of our and belief, no funds have been received by the
information and according to the explanations given to Parent Company from any persons or entities,
us: including foreign entities (“Funding Parties”),
with the understanding, whether recorded in
a) The Parent Company has disclosed the impact of
writing or otherwise, that the Parent Company
pending litigations on the Consolidated financial
shall:
position of the Group and its Joint Venture
Companies, if any in its Consolidated Financial • directly or indirectly, lend or invest in
Statement. other persons or entities identified in
any manner whatsoever (“Ultimate
b) The Parent Company has made Provision, as
Beneficiaries”) by or on behalf of the
required under the applicable law or accounting
Funding Party or
standards, for material foreseeable losses, if
any, on long-term contracts including derivative • provide any guarantee, security or the
contracts in its Consolidated Financial Statement. like from or on behalf of the Ultimate
Beneficiaries; and
c) There were no amounts which were required
to be transferred to the Investor Education (iii) Based on such audit procedures as
and Protection Fund by the Parent Company, considered reasonable and appropriate in
its Subsidiary Companies, and Joint Venture the circumstances, nothing has come to our
Companies incorporated in India. notice that has caused us to believe that the
representations under subclause (e) (i) and
d) This clause is omitted vide notification dated March
(e) (ii) contain any material misstatement.
24, 2021, in the Companies (Audit and Auditors)
Amendment Rules, 2021 effective from April 01, f) The final dividend paid by the Parent Company
2021. during the year in respect of the same declared for
the previous year is in accordance with section 123
e) (i) The management of Parent Company has
of the Companies Act 2013 to the extent it applies
represented that, to the best of its knowledge
to payment of dividend.
and belief, no funds have been advanced or
loaned or invested (either from borrowed As stated in note no. 45 to the Consolidated
funds or share premium or any other sources Financial Statements, the Board of Directors of
or kind of funds) by the Parent Company to the Parent Company have proposed final dividend
or in any other persons or entities, including for the year which is subject to the approval of the
foreign entities (“Intermediaries”), with the members at the ensuing Annual General Meeting.
understanding, whether recorded in writing or The dividend declared is in accordance with section
otherwise, that the Intermediary shall: 123 of the Act to the extent it applies to declaration
of dividend.
• directly or indirectly lend or invest in
other persons or entities identified in g) Proviso to rule 3(1) of the Companies (Accounts)
any manner whatsoever (“Ultimate Rules, 2014 for maintaining books of account
Beneficiaries”) by or on behalf of the using accounting software which has a feature
Parent Company or of recording of Audit Trail (Edit Log) facility is
applicable to the Company w.e.f. April 1, 2023
• provide any guarantee, security or the
and accordingly, reporting under Rule 11(g) of
like to or on behalf of the Ultimate
Companies (Audit and Auditors Rules) 2014, is not
Beneficiaries.
applicable for the Financial Year ended March 31,
(ii) The management of the Parent Company has 2023.
represented, that, to the best of its knowledge
21. With respect to the other matters to be included in the remuneration paid to any director is not in excess of the
Auditor’s Report in accordance with the requirements of limit laid down under Section 197 of the Act.
section 197(16) of the Act, as amended:
ICAI UDIN: 23043908BGZERH8444
In our opinion and according to the information and
For B Y & Associates
explanations given to us, the remuneration paid
Chartered Accountants
/ provided by the Parent Company, its Subsidiary
ICAI Firm’s registration number: 123423W
Companies, and Joint Venture Companies incorporated
in India and is Public Limited Company within a CA Bhavesh Vora
definition of section 2(71) of the Companies Act, 2013 Partner
to its directors during the current year is in accordance Membership Number: 043908
with the provisions of Section 197 of the Act. The
Date: May 24, 2023
Place: Mumbai
Report on the Internal Financial Controls with reference to an audit of internal financial controls, both applicable
the Consolidated Financial Statements under Clause (i) of to an audit of Internal Financial Controls and, both
Sub-section 3 of Section 143 of the Companies Act, 2013 issued by the ICAI. Those Standards and the Guidance
(‘the Act’) Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable
1. In conjunction with our audit of the Consolidated
assurance about whether adequate internal financial
Financial Statements of Fine Organic Industries Limited
controls over financial reporting was established and
(hereinafter referred to as ‘the Parent Company’) which
maintained and if such controls operated effectively in
includes joint operations as of and for the year ended
all material respects.
March 31, 2023, we have audited the internal financial
controls over financial reporting of the Parent Company, 4. Our audit involves performing procedures to obtain audit
its Subsidiary Companies and Joint Venture Companies, evidence about the adequacy of the internal financial
which are incorporated in India, as of that date. controls system over financial reporting and their
operating effectiveness. Our audit of internal financial
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL
controls over financial reporting included obtaining
FINANCIAL CONTROLS
an understanding of internal financial controls over
2. The Management of the Parent Company and Joint financial reporting, assessing the risk that a material
Venture Company, which is incorporated in India, are weakness exists, and testing and evaluating the design
responsible for establishing and maintaining internal and operating effectiveness of internal control based
financial controls based on the internal control over on the assessed risk. The procedures selected depend
financial reporting criteria established by the respective on the auditor’s judgment, including the assessment of
Companies considering the essential components of the risks of material misstatement of the Consolidated
internal control stated in the Guidance Note on Audit Financial Statements, whether due to fraud or error,
of Internal Financial Controls Over Financial Reporting which have been used for the purpose of preparation
issued by the Institute of Chartered Accountants of of Consolidated Financial Statements by the Board of
India (hereinafter referred to as ‘the ICAI’). These Directors of the Parent Company, as aforesaid.
responsibilities include the design, implementation and 5. We believe that the audit evidence we have obtained
maintenance of adequate internal financial controls that is sufficient and appropriate to provide a basis for our
were operating effectively for ensuring the orderly and audit opinion on the internal financial controls system
efficient conduct of its business, including adherence to over financial reporting of the Parent Company and its
the respective Company’s policies, the safeguarding of Joint Venture Company, which is incorporated in India.
its assets, the prevention and detection of frauds and
MEANING OF INTERNAL FINANCIAL CONTROLS OVER
errors, the accuracy and completeness of the accounting
FINANCIAL REPORTING
records, and the timely preparation of reliable financial
information, as required under the Act. 6. A Parent Company’s internal financial control over
financial reporting is a process designed to provide
AUDITOR’S RESPONSIBILITY
reasonable assurance regarding the reliability of financial
3. Our responsibility is to express an opinion on the reporting and the preparation of Consolidated Financial
internal financial controls over financial reporting of the Statements for external purposes in accordance with
Parent Company and Joint Venture Company, which are generally accepted accounting principles. A Parent
companies incorporated in India based on our audit. We Company’s internal financial control over financial
conducted our audit in accordance with the Guidance reporting includes those policies and procedures that (1)
Note on Audit of Internal Financial Controls Over pertain to the maintenance of records that, in reasonable
Financial Reporting (‘the Guidance Note’) issued by detail, accurately and fairly reflect the transactions
the ICAI and the Standards on Auditing, issued by ICAI and dispositions of the assets of the Parent Company;
and deemed to be prescribed under Section 143(10) of (2) provide reasonable assurance that transactions
the Companies Act, 2013, to the extent applicable to are recorded as necessary to permit preparation of
‘Annexure – I’ (Contd.)
(` in lakhs)
Particulars Notes As at As at
March 31, 2023 March 31, 2022
ASSETS
A) Non Current Assets
Property, Plant and Equipment Note 4 21,123.94 22,873.45
Capital Work-in Progress Note 5 4,044.08 1,412.47
Intangible Assets Note 6 148.54 57.11
Right of use assets Note 7 130.87 -
Financial Assets
- Investments Note 8 3,879.83 3,061.06
- Loans Note 9 90.86 85.29
- Others Note 10 757.29 373.27
Deferred Tax Assets (Net) Note 11 1,068.74 835.57
Other Non-current Assets Note 12 7,436.46 6,099.12
Total Non Current Assets (A) 38,680.61 34,797.34
B) Current Assets
Inventories Note 13 44,497.55 23,558.55
Financial Assets
- Trade Receivables Note 14 35,064.61 30,136.59
- Cash and Cash Equivalents Note 15 51,482.97 22,566.44
- Bank Balances Note 16 814.72 689.39
- Loans Note 17 107.91 46.30
- Others Note 18 277.54 24.14
Current Tax Assets (Net) Note 19 1,817.08 654.47
Other Current Assets Note 20 7,917.37 11,161.91
Total Current Assets (B) 1,41,979.75 88,837.79
Total Assets (A + B) 1,80,660.36 1,23,635.13
EQUITY AND LIABILITIES
A) Equity
Equity Share Capital Note 21 1,533.00 1,533.00
Other Equity Note 22 1,52,591.89 94,387.19
B) Non-Controlling Interest Note 23 - -
Total Equity (A) + (B) 1,54,124.89 95,920.19
Liabilities
C) Non Current Liabilities
Financial Liabilities
- Borrowings Note 24 - 2,508.32
- Lease Liability Note 25 81.57 -
- Others Note 26 - 86.61
Total Non Current Liabilities (C) 81.57 2,594.93
D) Current Liabilities
Financial Liabilities
- Borrowings Note 27 2,720.41 3,344.43
- Lease Liability Note 25 50.50 -
- Trade Payables Note 28
(a) Total outstanding dues of micro enterprises and small 1,871.45 904.87
enterprises
(b) Total outstanding dues of creditors other than micro 15,711.73 14,450.56
enterprises and small enterprises
- Others Note 29 320.86 147.17
Other Current Liabilities Note 30 1,448.07 1,595.12
Provisions Note 31 1,948.34 3,030.75
Current Tax Liabilities (Net) Note 32 2,382.54 1,647.11
Total Current Liabilities (D) 26,453.90 25,120.01
Total Equity and Liabilities (A+B+C+D) 1,80,660.36 1,23,635.13
The accompanying notes 1 to 56 are integral part of the consolidated financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
CA Bhavesh Vora Tushar Shah Pooja Lohor
Partner Director & CFO Company Secretary
Membership No. 043908 DIN:00107144 Membership No. A28397
(` in lakhs)
Particulars Notes for the year ended for the year ended
March 31, 2023 March 31, 2022
I INCOME
Revenue From Operations Note 33 3,02,307.66 1,87,625.92
Other Income Note 34 6,415.18 3,289.38
Total Income 3,08,722.84 1,90,915.30
II EXPENSES
Cost of Materials Consumed Note 35 1,92,292.15 1,21,998.12
Purchase of Stock-in-trade Note 36 8,453.20 1,038.56
Changes in Inventories of Finished Goods, Stock-in-trade and Work-in-
Note 37 (22,329.90) (4,247.76)
progress
Employee Benefit Expenses Note 38 10,530.16 8,927.35
Finance Costs Note 39 457.39 494.15
Depreciation & Amortisation Expenses Note 40 4,789.30 3,990.28
Other Expenses Note 41 30,253.69 23,458.95
Total Expenses 2,24,445.99 1,55,659.65
III Profit / (Loss) before exceptional items and tax 84,276.85 35,255.65
Exceptional items
IV Share of profit / (loss) of joint ventures (net of tax) (177.43) (102.88)
V Profit / (Loss) before tax 84,099.42 35,152.77
VI TAX EXPENSES
Current Tax 22,543.58 9,313.85
Deferred Tax (254.39) (131.99)
VII Profit / (Loss) For The Year 61,810.23 25,970.91
VIII Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss
(a) Changes in fair value of Equity instruments through OCI (0.15) 0.03
(b) Remeasurements of Loss /(Profit) on employees defined benefits
(24.56) 14.09
plan
(c) Amount Recognised in Cashflow Hedging Reserve during the year 109.05 348.69
(ii) Income tax relating to items that will not be reclassified to profit or loss (21.23) (91.31)
Total Other Comprehensive Income 63.11 271.50
TOTAL COMPREHENSIVE INCOME FOR THE YEAR [ (VII) + (VIII) ] 61,873.34 26,242.41
IX Net Profit / (Loss) attributable to :-
Owners of the Company 61,810.23 25,960.99
Non-controlling interest - 9.92
X Total comprehensive Income attributable to :-
Owners of the Company 61,873.34 26,232.49
Non-controlling interest - 9.92
Earnings Per Equity Share
Basic Note 44 201.60 84.71
Diluted 201.60 84.71
Weighted average number of equity shares 3,06,59,976.00 3,06,59,976.00
The accompanying notes 1 to 56 are integral part of the consolidated financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
(` in lakhs)
Balance as at Changes in equity share Restated balance Changes in equity share Balance as at
April 1, 2021 capital due to prior period as at capital during the year March 31, 2022
errors April 1, 2021
1,533.00 - 1,533.00 - 1,533.00
B) OTHER EQUITY
(` in lakhs)
Particulars Reserves and Surplus Other Total
Amalga- Retained Foreign Other Capital Compre-
mation Earnings Exchange Reserve Reserve hensive
Reserve Translation Income
Reserve
Balance as at April 1, 2022 1,155.24 94,250.11 (830.40) 1.57 10.02 (199.35) 94,387.19
Add:- Profit / (loss) for the year - 61,810.23 (909.34) 0.10 - - 60,900.99
Reversal of loss on account of Joint
- - - - - - -
Venture accounted as per Equity Method
Other comprehensive income / (losses) - - - - - 63.11 63.11
1,155.24 1,56,060.34 (1,739.74) 1.67 10.02 (136.24) 1,55,351.29
Less:- Dividend - 2,759.40 - - - - 2,759.40
Non-Controlling Interest - - - - - - -
Balance as at March 31, 2023 1,155.24 1,53,300.94 (1,739.74) 1.67 10.02 (136.24) 1,52,591.89
Balance as at April 1, 2021 1,155.24 71,540.99 (621.31) 1.60 10.02 (470.85) 71,615.69
Add:- Profit / (loss) for the year - 26,091.64 (209.09) (0.03) - - 25,882.52
Other comprehensive income / (losses) - - - - - 271.50 271.50
1,155.24 97,632.63 (830.40) 1.57 10.02 (199.35) 97,769.71
Less:- Dividend - 3,372.60 - - - - 3,372.60
Non-Controlling Interest - 9.92 - - - - 9.92
Balance as at March 31, 2022 1,155.24 94,250.11 (830.40) 1.57 10.02 (199.35) 94,387.19
The accompanying notes 1 to 56 are integral part of the consolidated financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
(` in lakhs)
For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Net Profit Before Tax 84,099.42 35,152.77
A] CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Depreciation and amortisation expenses 4,789.30 3,990.28
Interest Income (1,124.68) (597.14)
Loss / (Profit) on sale of fixed assets (net) (20.88) (7.37)
Finance Cost including interest on lease liabilities 456.42 369.56
Net Loss /(Gain) on Foreign Exchange Fluctuations (4,989.40) (2,666.80)
Expected Credit Loss Provisions / (Reversal) 110.05 35.47
Provision for Dimunition in Value of Investment 0.00 120.73
Lease Rent on Leasehold Properties 41.11 43.35
Other non-cash adjustments 79.14 24.87
Share of loss from Joint Venture Entity 177.43 102.88
Operating profit before working capital movements 83,617.91 36,568.60
Movement in working capital:
Decrease / (Increase) in Inventories (20,017.43) (10,940.61)
Decrease / (Increase) in Trade and Other Receivables 15,146.94 (19,042.32)
(Decrease) / Increase in Trade and Other Payables (7,402.70) 8,321.87
(12,273.19) (21,661.06)
Cash generated from operations 71,344.72 14,907.54
Income Tax Paid (22,813.14) (8,251.33)
Net cash flows from operating activities (A) 48,531.58 6,656.21
(` in lakhs)
For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
C] NET CASH FLOWS (USED IN)/ GENERATED FROM FINANCING ACTIVITIES
Repayment of Borrowings (3,570.22) (3,064.53)
Dividend Paid (2,759.41) (3,372.60)
Interest and Finance Charges paid (453.99) (369.56)
Security Deposit Received back / (Given) 0.00 (1.32)
Employee Loans (Given) (112.35) (62.10)
Employee Loans received 45.17 54.00
Repayments of lease liabilities (including interest thereon) (14.41) (3.00)
Net cash flows used in financing activities (C) (6,865.21) (6,819.11)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 33,191.92 (5,788.53)
Cash and cash equivalents at the beginning of the year 22,566.44 25,897.28
Exchange difference on translation of foreign currency (loss) / Gain (4,275.39) 2,457.69
Cash and cash equivalents at the year end {Refer to note no. 15} 51,482.97 22,566.44
Components of cash and cash equivalents :
Balances with banks
In Current Account 6,306.46 4,472.81
In Exchange Earners' Foreign Currency Account 2,907.17 541.78
In Fixed Deposit Account 42,249.87 17,532.48
Cash on hand 19.47 19.37
The accompanying notes 1 to 56 are integral part of the consolidated financial statements.
As per our report of even date For and on behalf of the Board of Directors
For B Y & Associates Fine Organic Industries Limited
Chartered Accountants
ICAI Firm Registration No.: 123423W Mukesh Shah Jayen Shah
Managing Director Director & CEO
DIN:00106799 DIN:00106919
e)
Contingent Liabilities, Commitments and When measuring the fair value of a financial asset or
Litigations a financial liability, the Group uses observable market
data as far as possible. Fair values are capitalised into
Contingent liabilities
different levels in a fair value hierarchy based on the
Contingent liabilities may arise from the ordinary inputs used in the valuation techniques as follows:
course of business in relation to claims against
the Group, including legal and other claims. By • Level-1: quoted prices (unadjusted) in active
their nature, contingencies will be resolved only markets for identical assets or liabilities.
when one or more uncertain future events occur • Level-2: inputs other than quoted prices included
or fail to occur. The assessment of the existence, in Level 1 that are observable for the asset or
and potential quantum of contingencies inherently liability, either directly (i.e. as prices) or indirectly
involves the exercise of significant judgement and (i.e. derived from prices).
the use of estimates regarding the outcome of
future events. • Level-3: inputs for the asset or liability that are not
based on observable market data (unobservable
Litigation inputs).
From time to time, the Group might be subject If the inputs used to measure the fair value of an asset
to legal proceedings the ultimate outcome of or a liability fall into different levels of the fair value
each being always subject to many uncertainties hierarchy, then the fair value measurement is capitalised
inherent in litigation. A provision for litigation in its entirety in the same level of the fair value hierarchy
is made when it is considered probable that a as the lowest level input that is significant to the entire
payment will be made and the amount of the measurement. The Group capitalise transfers between
loss can be reasonably estimated. Significant levels of the fair value hierarchy at the end of the
judgement is made when evaluating, among other reporting period during which the change has occurred.
factors, the probability of unfavorable outcome and
the ability to make a reasonable estimate of the 2.6 Operating cycle
amount of potential loss. Litigation provisions are An operating cycle is the time between the acquisition
reviewed at each accounting period and revisions of assets for processing and their Capitalised in cash or
made for the changes in facts and circumstances. cash equivalents.
2.5 Measurement of fair values Based on the nature of services and the time between
The Group’s accounting policies and disclosures require the acquisition of assets for processing and their
the measurement of fair values, for both Financial and realisation in cash and cash equivalents, the Group
non-Financial assets and liabilities. has ascertained its operating cycle as 12 months for
the purpose of current or non-current classification of
The Group has an established control framework with assets and liabilities.
respect to the measurement of fair values, which includes
overseeing all significant fair value measurements, 2.7 Current / non-current classification
including Level 3 fair values by the Management. The An entity shall classify an asset as current when:
Management regularly reviews significant unobservable
a) It expects to realise the asset, or intends to sell or
inputs and valuation adjustments. If third party
consume it, in its normal operating cycle;
information, such as broker quotes or pricing services,
is used to measure fair values, then the Management b) It holds the asset primarily for the purpose of
assesses the evidence obtained from the third parties trading;
to support the conclusion that such valuations meet
c) It expects to realise the asset within twelve months
the requirements of Ind AS, including the level in the
after the reporting period; or
fair value hierarchy in which such valuations should be
classified. d) the asset is cash or a cash equivalent unless the
asset is restricted from being exchanged or used to
settle a liability for at least twelve months after the decommissioning obligations. The amendments
reporting period narrowed the scope of the recognition exemption
in paragraphs 15 and 24 of Ind AS 12 (recognition
An entity shall classify all other assets as non-
exemption) so that it no longer applies to transactions
current.
that, on initial recognition, give rise to equal taxable
An entity shall classify a liability as current when- and deductible temporary differences. The Group is
evaluating the impact, if any, in its financial statements.
a) It expects to settle the liability in its normal
operating cycle; Ind AS 8 – Accounting Policies, Changes in Accounting
b) It holds the liability primarily for the purpose Estimates and Errors
of trading; The amendments will help entities to distinguish
between accounting policies and accounting estimates.
c) The liability is due to be settled within twelve
The definition of a change in accounting estimates has
months after the reporting period; or
been replaced with a definition of accounting estimates.
d) It does not have an unconditional right to Under the new definition, accounting estimates are
defer settlement of the liability for at least “monetary amounts in financial statements that are
twelve months after the reporting period. subject to measurement uncertainty”. Entities develop
Terms of a liability that could, at the option of accounting estimates if accounting policies require
the counterparty, result in its settlement by items in financial statements to be measured in a way
the issue of equity instruments do not affect that involves measurement uncertainty. The Group
its classification. does not expect this amendment to have any significant
impact in its financial statements
An entity shall classify all other liabilities as non-
current. 2.9 Basis of consolidation
Deferred tax assets and liabilities are classified as The Consolidated financial statements (CFS) comprise
non-current assets and liabilities. the financial statements of the Parent Company, its
subsidiaries & its jointly controlled entities as at the
2.8 Note on Recent Pronouncements reporting date.
Ministry of Corporate Affairs (“MCA”) notifies new
Subsidiaries
standard or amendments to the existing standards
Subsidiaries include all the entities over which the
under Companies (Indian Accounting Standards) Rules
Parent Company has control. The Parent Company
as issued from time to time. On March 31, 2023, MCA
controls an entity when it is exposed to, or has rights to,
amended the Companies (Indian Accounting Standards)
variable returns through its involvement in the entity and
Amendment Rules, 2023, applicable from April 01,
has the ability to affect those returns through its power
2023 as below:
to direct the relevant activities of the entity. Subsidiaries
Ind AS 1 – Presentation of Financial Statements are consolidated from the date on which the Parent
Company attains control and are deconsolidated from
The amendments require companies to disclose their
the date that control ceases to exist.
material accounting policies rather than their significant
accounting policies. Accounting policy information, Joint Venture
together with other information, is material when it
A joint venture is a joint arrangement whereby the
can reasonably be expected to influence decisions of
parties that have joint control of the arrangement have
primary users of general purpose financial statements.
rights to the net assets of the arrangement. Interests in
The Group does not expect this amendment to have any joint venture are accounted for using the equity method
significant impact in its financial statements. of accounting (see © below).
Ind AS 12 – Income Taxes The CFS have been prepared on the following basis
The amendments clarify how companies account a) The financial statements of the Parent Company and
for deferred tax on transactions such as leases and its subsidiary companies have been consolidated
Fine Organic Industries Limited
218 Annual Report 2022-23
Corporate Overview
Statutory Reports
Financial Statements
b) The results of subsidiaries acquired or disposed a) Its purchase price, including import duties and
of during the year are included in the CFS from the non-refundable purchase taxes after deducting
effective date of acquisition and up to the effective trade discounts and rebates.
date of disposal, as appropriate. b) Any directly attributable cost of bringing the asset
c) The CFS includes the share of profit / loss of the to its location and condition necessary for it to be
joint ventures which are accounted as per the capable of operating in the manner intended by
‘equity method’. Management.
Under the equity method of accounting, the investments If significant parts of an item of property, plant and
are initially recognised at cost and adjusted thereafter to equipment have different useful lives, then they are
recognise the Company’s share of the post acquisition accounted and depreciated for as separate items (major
profits or losses of the investee in profit or loss, and the components) of property, plant and equipment.
Company’s share of movements in OCI of the investee in
Gains or losses arising from de-recognition of a property,
OCI. Dividends received or receivable, if any from joint
plant and equipment are measured as the difference
ventures are recognised as a reduction in the carrying
between the net disposal proceeds and the carrying
amount of the investment.
amount of the asset and are recognised in the Statement
When the Company’s share of losses in an equity of Profit and Loss when the asset is recognised
accounted investment equals or exceeds its interest in
Capital work-in-progress comprises cost of fixed assets
the entity, the Company’s does not recognise further
that are not yet ready for their intended use at the year
losses, unless it has incurred obligations or made
end. Expenditure/ Income during construction period
payments on behalf of the other entity.
(including financing cost related to borrowed funds
d) The CFS are presented, to the extent applicable, for construction or acquisition of qualifying PPE) is
in accordance with the requirements of Schedule included under Capital Work-in-Progress, and the same
III of the 2013 Act as applicable to the Company’s is allocated to the respective PPE on the completion of
separate financial statements. their construction. Advances given towards acquisition
e) Non-controlling interests, if any in the net assets or construction of PPE outstanding at each reporting
of the subsidiaries that are consolidated consists date are disclosed as capital advances under “Other
of the amount of equity attributable to non- non-current assets”.
controlling shareholders at the date of acquisition Leasehold rent payable to MIDC relating to new project
and subsequent addition of their share of changes of the parent company, during the project development
in equity. stage prior to its intended use, are considered as pre
Profit or loss and each component of OCI are attributed – operative expenses and disclosed under Current
to the equity holders of the parent and to the non- Assets and the same will be amortised in the year of
controlling interests, even if this results in the non- commencement of project.
controlling interests having a deficit balance.
Office Equipments 5 Years Assets are tested for impairment whenever events or
Laboratory Equipments 10 years changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss
Depreciation methods, useful lives and residual values
is recognised for the amount by which the asset’s
are reviewed at each reporting date and adjusted if
carrying amount exceeds its recoverable amount. The
appropriate.
recoverable amount is the higher of an asset’s fair value
3.2 Intangible Assets less costs of disposal and value in use. For the purpose
of assessing impairment, assets are grouped at the
Recognition and measurement
lowest levels for which there are separately identifiable
Intangible assets comprise of computer software and cash inflows which are largely independent of the cash
patent / trademark, which acquired by the Group are inflows from other assets or groups of assets.
3.5 Income Tax can be used. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is
Income tax expense comprises current and deferred tax.
no longer probable that the related tax benefit will
It is recognised in profit or loss except to the extent that
be realised; such reductions are reversed when the
it relates to a business combination, or items recognised
probability of future taxable profits improves.
directly in equity or in other comprehensive income.
Unrecognised deferred tax assets are reassessed at
Current Tax each reporting date and recognised to the extent that it
Current tax comprises the expected tax payable or has become probable that future taxable profits will be
receivable on the taxable income or loss for the year available against which they can be used.
and any adjustment to the tax payable or receivable in
Deferred tax is measured at the tax rates that are
respect of previous years. The amount of current tax
expected to be applied to temporary differences when
reflects the best estimate of the tax amount expected
they reverse, using tax rates enacted or substantively
to be paid or received after considering the uncertainty,
enacted by the reporting date.
if any, related to income taxes. It is measured using tax
rates enacted or substantively enacted by the reporting The measurement of deferred tax reflects the tax
date. consequences that would follow from the manner
in which the Group expects, at the reporting date, to
Current tax assets and current tax liabilities are offset
recover or settle the carrying amount of its assets and
only if, the Group:
liabilities.
• has a legally enforceable right to set off the
Deferred tax assets and liabilities are offset only if:
recognised amounts; and
• the Group has a legally enforceable right to set off
• intends either to settle on a net basis, or to realise
current tax assets against current tax liabilities;
the asset and settle the liability simultaneously.
and
Deferred tax
• the deferred tax assets and the deferred tax
Deferred tax is recognised in respect of temporary liabilities relate to income taxes levied by the same
differences between the carrying amounts of assets taxation authority on the same taxable Company.
and liabilities for financial reporting purposes and the
Minimum Alternate Tax (MAT) credit is recognised as a
corresponding amounts used for taxation purposes.
Deferred Tax Asset only when and to the extent there
Deferred tax is not recognised for:
is convincing evidence that the Group will pay normal
• temporary differences arising on the initial income tax during the specified period. Such asset is
recognition of assets or liabilities in a transaction reviewed at each Balance Sheet date and the carrying
that is not a business combination and that affects amount of the MAT credit asset is written down to the
neither accounting nor taxable profit or loss at the extent there is no longer a convincing evidence to the
time of the transaction. effect that the Group will pay normal income tax during
• temporary differences related to investments in the specified period.
subsidiaries to the extent that the Group is able to 3.6 Inventories
control the timing of the reversal of the temporary
Inventories which comprise raw materials, packing
differences and it is probable that they will not
materials, work-in-progress, finished goods,
reverse in the foreseeable future; and
consumables and stores & spares are carried at the
• taxable temporary differences arising on the initial lower of cost and net realisable value.
recognition of goodwill.
The cost of inventories is based on weighted average
Deferred tax assets are recognised for unused tax basis and includes expenditure incurred in acquiring the
losses, unused tax credits and deductible temporary inventories, costs of production or conversion and other
differences to the extent that it is probable that future costs incurred in bringing the inventories to their present
taxable profits will be available against which they location and condition. In the case of finished goods and
Fine Organic Industries Limited
Annual Report 2022-23
221
Notes Forming Integral Part of the Consolidated Financial Statements
for the year ended March 31, 2023 (Contd.)
to a recognised asset or liability or forecast cash financial liability) is derecognised from the Group’s
transactions. When a derivative is designated Balance Sheet when the obligation specified in the
as a cash flow hedging instrument, the effective contract is discharged or cancelled or expires.
portion of changes in the fair value of the derivative
c) Offsetting
is recognised in the cash flow hedging reserve
being part of other comprehensive income. Any Financial assets and financial liabilities are offset
ineffective portion of changes in the fair value and the net amount is reported in the balance
of the derivative is recognised immediately in sheet when and only when, the Group has legally
the Statement of Profit and Loss. If the hedging enforceable right to set off the amount and it
relationship no longer meets the criteria for hedge intends, either to settle them on net basis or
accounting, then hedge accounting is discontinued to realise the assets and settle the liabilities
simultaneously.
prospectively. If the hedging instrument expires
or is sold, terminated or exercised, the cumulative 3.10 Business Combinations
gain or loss on the hedging instrument recognised
Business combinations are accounted for using Ind AS
in cash flow hedging reserve till the period the
103 Business combination. Acquisitions of businesses
hedge was effective remains in cash flow hedging
are accounted for using the acquisition method unless
reserve until the underlying transaction occurs. The
the transaction is between entities under common
cumulative gain or loss previously recognised in
control. Acquisition related costs are recognised in the
the cash flow hedging reserve is transferred to the
statement of profit and loss as incurred. The acquiree’s
Statement of Profit and Loss upon the occurrence identifiable assets, liabilities and contingent liabilities
of the underlying transaction. If the forecasted that meet the conditions for recognition are recognised
transaction is no longer expected to occur, then the at their respective fair value at the acquisition date,
amount accumulated in cash flow hedging reserve except certain assets and liabilities required to be
is reclassified in the Statement of Profit and Loss. measured as per applicable standards. Purchase
consideration in excess of the Group’s interest in the
Fair Value Hedge
acquiree’s net fair value of identifiable assets, liabilities
The parent company designates derivative and contingent liabilities is recognised as Goodwill.
contracts or non derivative financial assets / Excess of the Group’s interest in the net fair value of the
liabilities as hedging instruments to mitigate the acquiree’s identifiable assets, liabilities and contingent
risk of change in fair value of hedged item due to liabilities over the purchase consideration is recognised,
movement in interest rates, foreign exchange rates after reassessment of fair value of net assets acquired
and commodity prices. as Capital reserve i.e. Amalgamation reserve.
Changes in the fair value of hedging instruments Business combinations arising from transfer of interests
and hedged items that are designated and qualify in entities that are under common control are accounted
as fair value hedges are recorded in the Statement using pooling of interest method wherein, assets and
of Profit and Loss. If the hedging relationship no liabilities of the combining entities are reflected at their
longer meets the criteria for hedge accounting, carrying value, no adjustment are made to reflect fair
the adjustment to the carrying amount of a hedged values, or recognise any new assets or liabilities. The
item for which the effective interest method is used identity of the reserves is preserved and appears in the
is amortised to Statement of Profit and Loss over Financial Statements of the transferee in the same form
the period of maturity. in which they appeared in the Financial Statements of
the transferor.
b) De-recognition of Financial instruments
3.11 Revenue Recognition
The Group derecognises a Financial asset when
the contractual rights to the cash flows from the Revenue from contracts with customer
Financial asset expire or it transfers the Financial Revenue from contract with customers is recognised
asset and the transfer qualifies for de-recognition when the Group satisfies performance obligation
under Ind AS 109. A financial liability (or a part of a by transferring promised goods and services to the
3.13 Employee benefits recognised as expenses for the period in which the
employee has rendered the service.
Short term employee benefits
Liabilities for short term employee benefits that are 3.14 Leases
expected to be settled wholly within 12 months after
As a lessee
the end of the period in which the employees render the
related service are recognised in respect of employees’ Leases in which a significant portion of the risks and
service up to the end of the reporting period and are rewards of ownership are not transferred to the group as
measured at the amounts expected to be paid when lessee are classified as operating leases. Payments made
the liabilities are settled. The liabilities are reported as under operating leases are charged to the statement of
current employee benefits payable in the balance sheet. profit and loss on a straight line basis over the period of
the lease unless the payments are structured to increase
Post-employment benefits in line with expected general inflation to compensate for
the lessor’s expected inflationary cost increases.
a) Defined benefit plans
The liability or asset recognised in the balance sheet As a Lessee
in respect of defined benefit plans is the present At inception of a contract, the Company assesses
value of the defined benefits obligation at the end whether a contract is, or contains, a lease. A contract is,
of the reporting period less the fair value of plan or contains, a lease if the contract conveys the right to
assets. The defined benefit obligation is calculated control the use of an identified asset for a period of time
annually by actuaries using the Projected Unit in exchange for consideration.
Credit Method at the year end.
1. The contract involves the use of an identified asset
The present value of the defined benefit obligation – this may be specified explicitly or implicitly,
is determined by discounting the estimated future and should be physically distinct or represent
cash outflows by reference to market yields at the substantially all of the capacity of a physically
end of the reporting period on government bonds distinct asset. If the lessor has a substantive
that have terms approximating to the terms of the substitution right, then the asset is not identified.
related obligations.
2. The Company has the right to obtain substantially
The net interest cost is calculated by applying the all of the economic benefits from use of the asset
discount rate to the net balance of the defined throughout the period of use; and
benefit obligation and the fair value of plan assets.
This cost is included in Employee Benefit Expense 3. The Company as a lessee has the right to direct the
in the Statement of profit and loss. use of the asset. The Company has this right when
it has the decision-making rights that are most
Re-measurement gains and losses arising from relevant to changing how and for what purpose
experience adjustments and changes in actuarial the asset is used. In rare cases where the decision
assumptions are recognised in the period in about how and for what purpose the asset is used
which they occur, directly in Other Comprehensive is predetermined, the Company has the right to
Income. They are included in retained earnings in direct the use of the asset if either :
the statement of changes in equity.
a) the Company as a lessee has the right to
Changes in the present value of the defined benefit operate the asset; or
obligation resulting from plan amendments or
b) the Company as a lessee designed the asset
curtailments are recognised immediately in the
in a way that predetermines how and for what
profit or loss as past service cost.
purpose it will be used
b) Defined contribution plans
The Company recognises a right-of-use asset and a
Contributions under defined contribution plans lease liability at the lease commencement date. The
payable in keeping with the related schemes are right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability be reliably estimated. Provisions are not recognised for
adjusted for any lease payments made at or before future operating losses.
the commencement date, plus any initial direct costs
Provisions are measured at the present value of the
incurred and an estimate of costs to dismantle and
Management’s best estimates of the expenditure
remove the underlying asset or to restore the underlying
required to settle the present obligation at the end of the
asset or the site on which it is located, less any lease
reporting period. The discount rate used to determine
incentives received. the present value is a pre-tax rate that reflects current
The right-of-use assets are subsequently depreciated market assessments of the time value of money and the
using the straight-line method from the commencement risk specific to the liability. The increase in the provision
date to the earlier of the end of the useful life of the due to the passage of time is recognised as interest
right-of-use asset or the end of the lease term. In expense.
addition, the right-of-use asset is periodically reduced A disclosure for contingent liabilities is made when
by impairment losses, if any, and adjusted for certain re- there is a possible obligation arising from past events,
measurements of the lease liability. the existence of which will be confirmed only by the
The lease liability is initially measured at amortised cost occurrence or non-occurrence of one or more uncertain
at the present value of the lease payments that are not future events not wholly within the control of the
paid at the commencement date, discounted using the Group or a present obligation that arises from past
interest rate implicit in the lease or, if that rate cannot events where it is either not probable that an outflow
be readily determined, using the incremental borrowing of resources embodying economic benefits will be
rate. required to settle or a reliable estimate of the amount
cannot be made.
It is re -measured when there is a change in future lease
payments arising from a change in an index or rate, if 3.16 Dividend
there is a change in the estimate of the amount expected Provision is made for the amount of any dividend
to be payable under a residual value guarantee, or if declared, being appropriately authorised and no longer
the Company changes its assessment of whether it will at the discretion of the Parent Company, on or before
exercise a purchase, extension or termination option. the end of the reporting period but not distributed at the
end of the reporting period.
When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying 3.17 Earnings per share (EPS)
amount of the right-of-use asset, or is recorded in profit
Basic earnings per share
or loss if the carrying amount of the right-of-use asset
Basic earnings per share is calculated by dividing
has been reduced to zero.
the profit attributable to owners of the equity by the
Short-term leases and leases of low-value assets weighted average number of equity shares outstanding
The Company has elected not to recognise right-of-use during the financial year.
assets and lease liabilities for short-term leases that
Diluted earnings per share
have a lease term of 12 months or less and leases of
Diluted earnings per share adjusts the figures used in
low-value assets. The Company recognises the lease
the determination of basic earnings per share to take
payments associated with these leases as an expense
into account
on a straight-line basis over the lease term.
• The after income tax effect of interest and
3.15 Provisions and contingent liabilities
other financing costs associated with dilutive
Provisions are recognised when the Group has a present potential equity shares, and
legal or constructive obligation as a result of past events
• The weighted average number of additional
and it is probable that an outflow of resources will be
equity shares that would have been
required to settle the obligation and the amount can
outstanding assuming the conversion of all
dilutive potential equity shares.
228
(` in lakhs)
Particulars Factory / Office Resi- Factory Plant and Electri- Labo- Office Furni- Computer Vehicles Total
Research Prem- dential Flats Equip- cal ratory Equip- ture & & Peripher- Property
Centre ises Premises ments Equip- Equip- ments Fixtures als (includ- Plant and
Building ments ments ing Server Equipment
& Network)
Gross Carrying Amount
Balance as at April 1, 2021 15,820.60 105.66 77.44 2.76 21,692.48 2,200.71 910.62 813.55 813.84 841.00 929.91 44,208.57
Add: Additions during the year 3,112.82 175.55 - - 3,016.56 473.06 25.57 103.17 48.33 259.31 103.80 7,318.17
(Add)/Less: Disposals/ - - - - 21.13 11.70 (1.72) 3.40 0.02 29.40 53.05 116.98
Adjustments
Balance as at March 31, 2022 18,933.42 281.21 77.44 2.76 24,687.91 2,662.07 937.91 913.32 862.15 1,070.91 980.66 51,409.77
Add: Additions during the year 743.01 - - - 977.68 203.62 16.58 135.39 108.01 516.51 296.22 2,997.02
for the year ended March 31, 2023 (Contd.)
(` in lakhs)
Particulars As At March 31, 2023
< 1 Year 1-2 Years 2-3 Years More than 3 Years Total
-- Projects in progress 2,960.61 643.56 185.43 254.48 4,044.08
-- Projects temporarily suspended 0.00 0.00 0.00 0.00 0.00
Total 2,960.61 643.56 185.43 254.48 4,044.08
(` in lakhs)
Particulars As At March 31, 2022
< 1 Year 1-2 Years 2-3 Years More than 3 Years Total
-- Projects in progress 919.41 219.25 262.06 11.75 1,412.47
-- Projects temporarily suspended 0.00 0.00 0.00 0.00 0.00
Total 919.41 219.25 262.06 11.75 1,412.47
NOTE 5.2 There are no Capital Work-in Progress, whose completion is overdue or has exceeded its cost compared to its original
plan
(` in lakhs)
Particulars Software Patents & Total Intangible
Trademarks Assets
Balance as at March 31, 2022 109.79 16.05 125.84
Add: Additions during the year 46.56 3.67 50.23
Add/(Less): Disposals/ Adjustments 0.00 0.00 0.00
Balance as at March 31, 2023 156.35 19.72 176.07
Net Carrying Amount
Balance as at March 31, 2022 38.40 18.71 57.11
Balance as at March 31, 2023 132.67 15.87 148.54
The lease portfolio of the Company consists of agreements which fall under operating lease categories. These lease commitments
primarily consist of lease rent payments for the branch office, and godowns.
Changes in the carrying value of Right-Of-Use (ROU) assets during the period :
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Balance at the Beginning of the period 0.00 0.00
Additions 144.06 0.00
Depreciation (13.19) 0.00
Balance at the End of the period 130.87 0.00
NOTE 7.1 ASSET CLASS-WISE RIGHT OF USE ASSETS FOR THE PERIOD ENDED MARCH 31, 2023 ARE AS FOLLOWS :
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Building
Balance at the Beginning of the period 0.00 0.00
Additions 144.06 0.00
Depreciation (13.19) 0.00
Balance at the End of the period 130.87 0.00
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Unquoted Investment in Equity Instruments of Jointly Controlled
Entity (At Cost)
(i) Fine Zeelandia Private Limited 2,842.39 3,002.96
(Current Year: 4,02,84,250 shares of `10/- each fully paid up)
(Previous Year: 4,02,84,250 shares of `10/- each fully paid up)
(ii) FineADD Ingredients GmbH (Refer Note 8.1) 0.00 0.00
(Current Year: 2,500 shares of Euro 100 each fully paid up)
(Previous Year: 2,500 shares of Euro 100 each fully paid up)
(iii) Fine Organic Industries (Thailand) Co., Limited 1,032.76 53.27
(Current Year: 4,49,970.75 shares of Thai Baht 100 each fully paid up)
(Previous Year: 22,500 shares of Thai Baht 100 each fully paid up),
Unquoted Investment in Equity Instruments at FVTOCI
(i) Saraswat Co-Operative Bank Limited 4.68 4.83
(Current Year: 2,500 shares of ` 10/- each fully paid up)
(Previous Year: 2,500 shares of ` 10/- each fully paid up)
Total Investments 3,879.83 3,061.06
* Balances with Government Authorities primarily include amounts realisable for GST, the unutilised GST input tax credits. These
are generally realised within one year or utilised regularly. Accordingly, these balances have been classified as “Other Current
Assets”.
NOTE 21.3 DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5 % SHARES OF THE COMPANY
NOTE 21.7 AGGREGATE NUMBER OF BONUS SHARES ISSUED, SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH
DURING THE PERIOD OF FIVE YEARS IMMEDIATELY PRECEDING THE REPORTING DATE
(i) The Company has issued 2,80,000 Equity Shares of ` 10 Each in Financial year 2016-17 for consideration other than cash to
the shareholders of Fine Research & Development Centre Private Limited (“FRDCPL”) and Fine Specialty Surfactants Private
Limited (“FSSPL”) on account of Amalgamation.
(ii) During the year ended March 31, 2018, the Company has issued 1,02,19,992 Equity shares of ` 10 each (Pre Subdivision of
shares) pursuant to the bonus issue of shares vide special resolution approved by the shareholders dated October 16, 2017.
The Company has allotted 2 (Two) Fully paid up equity shares of ` 10 each for every 1 (One) Equity share held by the
shareholders (Including shares issued to the shareholders on account of amalgamation with FRDCPL & FSSPL). Later on as
per special resolution dated 6th November, 2017, such shares are sub divided into the ratio of 2 (Two) shares of face value
of ` 5 each for every existing 1 (One) share of the face value of ` 10 each.
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
(c) Other Comprehensive Income
Balance as at the beginning of the year (199.35) (470.85)
Add: Other Comprehensive Income for the year 63.11 271.50
Balance as at the end of the year (c) (136.24) (199.35)
(d) Foreign Exchange Translation Reserve
Balance as at the beginning of the year (830.40) (621.31)
Add: Addition / (Deletion) for the period / year (909.34) (209.09)
Balance as at the end of the year (d) (1,739.74) (830.40)
(e) Other Reserve
Balance as at the beginning of the year 1.57 1.60
Add: Addition / (Deletion) for the period / year 0.10 (0.03)
Balance as at the end of the year (e) 1.67 1.57
(f) Capital Reserve 10.02 10.02
Glossary
(a) Amalgamation Reserve - At the time of business combination under common control,amlagamation adjustment reserve of
transferor company becomes amlagamation adjustment reserve of the transferee company.The Company established this
reserve at the time of business combinations made in the earlier years.
(b) Retained Earnings represents undistributed accumulated earnings of the Company as on the balance sheet date.
1. The cumulative gains and losses arising on fair value changes of equity investments measured at fair value through
other comprehensive income are recognised in FVOCI - equity instruments reserve
2. The Company uses hedging instruments as part of its management of interest rate risk associated with borrowings. For
hedging interest rate risk, the Company uses the interest rate swaps. To the extent this hedges are effective, the change
in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the cash
flow hedged reserve is reclassified to the statement of profit and loss when the hedged item affects the statement of
profit and loss (e.g. interest payments).
3. Remeasurements, comprising of actuarial gains and losses are recognised in full in the statement of other comprehensive
income in the reporting period in which they occur. Remeasurements are not reclassified to profit and loss subsequently.
(@) Amount decreased on account of stake acquired from a minority shareholder in Fine Organics Europe BV in 2021-22.
NOTE 33.1 OTHER DISCLOSURE RELATING TO REVENUE FROM CONTRACTS WITH CUSTOMERS (IND AS 115)
The Company is primarily in the Business of manufacture and sale of Specialty chemicals. All sales are made at a point in time
and revenue recognised upon satisfaction of the performance obligations which is typically upon dispatch/ delivery. The Company
evaluates the credit limits for the trade receivables. The Company does not give significant credit period resulting in no significant
financing component.
Further, disaggregation of revenue based on geography has been mentioned under segment information. {refer to note no. 47.3}
Reconciliation of Revenue recognised from contracts with customers with Contract liabilities
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Opening Contract Liability 792.13 365.03
Add: Addition to contract liability during the year 67,901.42 13,974.98
Less: Recognised as revenue during the year 68,122.02 13,547.88
Closing Contract liability 571.53 792.13
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Revenue from contract with customer as per Contract price 3,03,328.20 1,89,147.07
Less: Discounts and Rebates 21.27 21.31
Less: Sales Returns 418.78 1,524.43
Revenue from contract with customer as per statement of profit and loss 3,02,281.19 1,87,601.33
Net Changes in Inventories of Finished Goods, Stock-in-trade and Work-in- (22,329.90) (4,247.76)
progress [(A) - (B)]
The Company makes contributions towards provident fund and other retirement benefits to a defined contribution retirement
benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of
payroll cost to the retirement benefit plan to fund the benefit.
Contribution to Defined Contribution Plans, recognised as expense for the year is as under:
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Employer’s Contribution to Pension Scheme 100.00 85.25
Employer’s Contribution to Provident fund 47.45 39.95
Total 147.45 125.20
(i) Reconciliation of opening and closing balances of the present value of the defined benefit obligation
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Present value of Defined Benefit Obligation at beginning of the Year 1,201.58 1,145.35
Add : Service Cost
(a) Current Service Cost 92.82 80.17
(b) Past Service Cost 0.00 0.00
(c) Loss/(Gain) from Settlement 0.00 0.00
Add: Current Interest Cost 80.51 72.16
Add: Benefit Paid (73.40) (82.01)
Add: Remeasurements of Actuarial (Gain) / Loss
(a) From changes in Demographic assumptions 0.00 0.00
(b) From changes in Financial assumptions (46.99) (34.92)
(c) From experience over the past year 77.39 20.83
Effect of Acquisition/ (Divestiture)
Transfer In/(Out) 0.00 0.00
Changes in Foreign Exchange Rates 0.00 0.00
Present value of Defined Benefit Obligation at the end of the Year 1,331.91 1,201.58
(ii) Reconciliation of opening & closing balances of fair value of plan assets
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Fair Value of Plan Asset at beginning of the Year 1,289.11 1,225.41
Add: Contributions Paid by Employer 106.61 71.42
Add: Benefits Paid / (Received) (73.40) (82.01)
Add: Interest Income on Plan assets 84.15 74.29
Re-measurements
(a) Actuarial (Loss)/Gain from changes in financial assumptions - -
(b) Return on plan assets excluding amount included in net interest on the net 5.84 -
defined benefit liability/(asset)
(c) Changes in the effect of limiting a net defined benefit asset to the asset - -
ceiling
Effect of Acquisition/ (Divestiture) - -
Transfer In/(Out) - -
Changes in foreign exchange rates - -
Fair Value of Plan Asset at the end of the Year 1,412.31 1,289.11
Actual Return on Plan Assets 89.99 74.29
Expected Employer Contributions for the coming year - -
(` in lakhs)
Particulars As at March 31, 2023
Increase by 1% Decrease by 1%
Salary Growth Rate increases by decreases by
` 96.21 lakhs ` 87.04 lakhs
Discount Rate decreases by increases by
` 84.60 lakhs ` 95.08 lakhs
Withdrawal Rate increases by decreases by
` 11.74 lakhs ` 13.18 lakhs
Mortality (increase in expected lifetime by 1 year) decreases by -
` 0.31 lakhs
Mortality (increase in expected lifetime by 3 years) decreases by -
` 0.94 lakhs
(` in lakhs)
Particulars As at March 31, 2022
Increase by 1% Decrease by 1%
Salary Growth Rate increases by decreases by
` 88.07 lakhs ` 81.43 lakhs
Discount Rate decreases by increases by
` 79.42 lakhs ` 89.99 lakhs
Withdrawal Rate increases by decreases by
` 6.16 lakhs ` 9.5 lakhs
(` in lakhs)
Particulars As at March 31, 2022
Increase by 1% Decrease by 1%
Mortality (increase in expected lifetime by 1 year) decreases by -
` 0.34 lakhs
Mortality (increase in expected lifetime by 3 years) decreases by -
` 0.85 lakhs
Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the
assumptions may be correlated.
Interest Risk
A decrease in the bond Interest rate will increase the plan liability; however, In case of gratuity plan this will be partially
offset by an increase In the return on the plan’s assets.
Longevity Risk
The present value of Gratuity plan liability is calculated by reference to the best estimate of the mortality of plan participants.
An Increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary Risk
The present value of the Gratuity plan liability is calculated by reference to the future salaries of plan participants. As such,
an increase in the salary of the plan participants will increase the plan’s liability.
Investment Risk
For funded plans that rely on Insurers for managing the assets, the value of assets certified by the Insurer may not be the
fair value of Instruments backing the liability. In such cases, the present value of the assets is Independent of the future
discount rate. This can result in wide fluctuations In the net liability or the funded status If there are significant changes In
the discount rate during the inter-valuation period.
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Bad Debts 0.00 20.31
Provision for Doubtful Receivables 79.14 25.00
Provision for Dimunition in value of Joint Venture 0.00 120.73
Rent, Rates and Taxes 1,478.61 512.06
Repairs and Maintenance to:
(i) Factory Building 175.85 118.16
(ii) Machinery 1,028.62 878.11
(iii) Others 337.07 312.81
Sales Promotion Expenses 102.00 33.86
Sales Commission 2,311.51 1,005.68
Security Charges 298.29 260.51
Seminar & Trade fair Expenses 534.72 65.27
Subscription, Membership, Books & Periodicals 87.64 53.86
Travelling and Conveyance Expenses 606.12 228.67
Vehicle Expenses 115.37 108.65
Total Other Expenses 30,253.69 23,458.95
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
A) Gross amount required to be spent by the Company during the year 474.80 397.88
B) Amount spent during the year
(i) Construction/acquisition of any asset NIL NIL
(ii ) On purposes other than (i) above 478.05 235.96
C) Details related to spent / unspent obligations:
(i) Amount spent in relation to Ongoing Project 460.00 17.00
(ii) Amount spent in relation to other than Ongoing Project 13.00 213.83
(iii) Amount spent in administrative Overheads 5.05 5.13
(iv) Amount transferred to Unspent CSR Account for Ongoing Projects 0.00 163.92
D) Amounts available for set-off in succeeding financial year 3.25 0.00
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Tax effect of adjustments to reconcile expected income tax
expense to reported income tax expense:
Effect of Expenses / Provisions not deductible in determining taxable profit and 4737.16 2,416.71
Other Permanent Differences 137.13 103.66
Other Temporary Differences (254.39) (131.99)
Reported Income Tax Expense 22,289.19 9,181.86
` 2759.40 lakhs) has been proposed by the Board of Directors at its meeting held on May 24, 2023. The same is subject to the
approval of shareholders in the ensuing Annual General Meeting of the Company and therefore proposed dividend has not been
recognised as liability as at the Balance Sheet Date in line with Ind AS - 10 “Events after the Reporting Period.”
It is not practicable for the Company to estimate the timings of the cash outflows, if any, in respect of the above contingent
liabilities pending resolution of the respective proceedings. The Company does not expect any reimbursement in respect of the
above contingent liabilities.
(b) Transactions (in aggregate) with Related Parties during the period and their closing balances at the period end
(` in lakhs)
Sr. Particulars Transactions during the period Closing Balance
No. April 2022 to April 2021 to As At As At
March 2023 March 2022 March 31, 2023 March 31, 2022
1 Director's Remuneration
Late Prakash Damodar Kamat 77.00 350.00 0.00 46.00
Mukesh Maganlal Shah 460.00 350.00 61.00 30.50
Jayen Ramesh Shah 460.00 350.00 61.00 30.50
Tushar Ramesh Shah 460.00 350.00 61.00 30.50
Bimal Mukesh Shah 460.00 350.00 61.00 30.50
Nikhil Dattatraya Kamat 115.00 0.00 16.03
Thiruvengadam Parthasarathi 20.00 15.00 18.00 13.50
Mahesh Pansukhlal Sarda 20.00 15.00 18.00 13.50
Kaushik Dwarkadas Shah 20.00 15.00 18.00 13.50
Prakash Krishnaji Apte 20.00 15.00 18.00 13.50
Pratima Madhukar Umarji 20.00 15.00 18.00 13.50
2 Director's Sitting Fees
Thiruvengadam Parthasarathi 6.75 4.50 0.00 0.14
Mahesh Pansukhlal Sarda 6.75 4.20 0.00 0.14
Kaushik Dwarkadas Shah 7.35 4.95 0.00 0.00
Prakash Krishnaji Apte 8.10 5.25 0.00 0.00
Pratima Madhukar Umarji 4.85 3.75 0.00 0.14
3 Sale of Goods {#}
Oleofine Organics SDN BHD 1,850.46 871.57 57.22 61.02
Fine Zeelandia Private Limited 1,665.07 1,642.51 54.50 0.00
4 Sale of Components
Oleofine Organics SDN BHD 7.97 0.00 0.00 0.00
Fine Organic Industries (Thailand) Co., Limited 254.04 0.00 123.01 0.00
5 Purchase of Asset / Investment
Fine Organic Industries 0.00 0.12 0.00 0.00
Tushar Shah (@) 0.00 6.81 0.00 0.00
(` in lakhs)
Sr. Particulars Transactions during the period Closing Balance
No. April 2022 to April 2021 to As At As At
March 2023 March 2022 March 31, 2023 March 31, 2022
6 Dividend paid
Late Prakash Damodar Kamat 400.76 489.81 0.00 0.00
Jyotsna Ramesh Shah 389.33 475.85 0.00 0.00
Tushar Ramesh Shah 332.93 406.91 0.00 0.00
Jayen Ramesh Shah 308.13 376.60 0.00 0.00
Bimal Mukesh Shah 190.51 232.85 0.00 0.00
Mukesh Maganlal Shah 158.76 194.04 0.00 0.00
Nikhil Dattatraya Kamat 0.00 0.00 0.00 0.00
Neeta Jayen Shah 59.39 72.59 0.00 0.00
Bina Tushar Shah 51.69 63.18 0.00 0.00
Jayshree Mukesh Shah 51.17 62.54 0.00 0.00
Ramesh M. Shah HUF 27.77 33.99 0.00 0.00
Jayen R. Shah HUF 27.63 33.77 0.00 0.00
Mukesh M. Shah HUF 12.65 15.46 0.00 0.00
Prakash D. Kamat HUF 12.35 15.09 0.00 0.00
Shaili Nirav Doshi 11.06 13.52 0.00 0.00
Rhea Tushar Shah 9.60 11.73 0.00 0.00
Esha Tushar Shah 9.60 11.73 0.00 0.00
Manali Vishal Doshi 6.90 8.43 0.00 0.00
Tushar R. Shah HUF 9.29 11.35 0.00 0.00
Neeta Rajeev Warty 0.38 0.00 0.00 0.00
Nisha Umesh Rege 0.00 0.00 0.00 0.00
7 Salary to Relatives
Manali Vishal Doshi 37.40 32.50 0.00 0.00
Rhea Tushar Shah 7.26 0.58 0.00 0.00
Suneet Nikhil Kamat 15.99 0.00 0.00 0.00
8 Export Commission
Oleofine Organics SDN BHD 0.00 4.12 0.00 0.00
9 Security Deposit - Rent (*)
Fine Organic Industries 0.00 0.00 17.50 15.90
Olefine Organics 0.00 0.00 2.68 2.40
10 Rent Expenses {#}(*)
Fine Organics 4.50 4.50 0.00 0.00
Fine Organic Industries 148.64 144.42 0.00 0.00
Olefine Organics 66.32 66.36 0.00 0.00
Smoothex Chemicals Private Limited 4.50 4.50 0.00 0.00
Late Prakash Damodar Kamat 2.10 8.40 0.00 0.00
Jyotsna Ramesh Shah 49.92 36.71 0.00 0.00
Jayshree Mukesh Shah 8.40 8.40 0.00 0.00
Bina Tushar Shah 8.78 8.40 0.00 0.00
Fine Zeelandia Private Limited 15.30 0.00 0.00 0.00
(` in lakhs)
Sr. Particulars Transactions during the period Closing Balance
No. April 2022 to April 2021 to As At As At
March 2023 March 2022 March 31, 2023 March 31, 2022
11 Prepaid Rent Balance as at March 31, 2023 (*)
Fine Organic Industries 0.00 0.00 0.50 2.10
Olefine Organics 0.00 0.00 0.32 0.60
12 Reimbursement of Expenses
Mukesh Maganlal Shah 0.27 (1.47) 0.05 0.00
Jayen Ramesh Shah 0.62 0.01 0.00 0.00
Tushar Ramesh Shah 0.00 0.00 0.00 0.00
Bimal Mukesh Shah 0.87 0.10 0.00 0.00
Nikhil Dattatraya Kamat 0.23 0.00 0.00 0.00
Prakash Krishnaji Apte 1.05 0.00 0.00 0.00
Manali Vishal Doshi 0.05 0.00 0.00 0.00
Fine Zeelandia Private Limited 0.00 0.27 0.00 0.00
Suneet Nikhil Kamat 0.15 0.00 0.00 0.00
13 Investments in equity instruments
Fine Zeelandia Private Limited 0.00 0.00 2,842.39 3,002.96
Fine Organic Industries (Thailand) Co.Limited (^) 996.34 54.00 1,032.76 53.27
FineADD Ingredients GmbH {refer to note no. 8.1} 0.00 0.00 0.00 0.00
14 Interest Income on Advances / Security deposit
(*)
Fine Organic Industries 0.00 1.45 0.50 1.45
Olefine Organics 0.00 0.26 0.32 0.26
* Includes Ind AS adjustments
^ Became a joint venture wef May 31, 2021.
# Includes expenses including GST component
@ On March 23 ,2022 Fine Organic Industries Limited acquired stake from a minority shareholder in Fine Organics Europe BV ,
a subsidary of Fine Organic Industries Limited
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2023, the Company
has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2022: Nil). This assessment
is undertaken each financial year through examining the financial position of the related party and the market in which the related
party operates.(Disclosure of compensation paid to Key Managerial person)
The product offerings which are part of the specialty chemicals portfolio of the Group are managed on a worldwide basis from
India.
The Group has disaggregated its revenue from contract with customers and trade receivables on a geographical basis as under:
(` in lakhs)
Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
- In India 94,849.36 74,078.70
- Outside India 2,07,431.83 1,13,522.64
Total Revenue from operations 3,02,281.19 1,87,601.33
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Trade Receivables
- In India 9,331.25 7,766.53
- Outside India 25,944.28 22,470.93
Less : Expected Credit Loss on Trade Receivables (210.92) (100.87)
Total 35,064.61 30,136.59
The Group’s process framework provides well-documented standard operating procedures and authorities with adequate built-in
controls. The internal control is further enhanced by an extensive programme of internal, external audits and periodic reviews by
the Management.
The Group adopts and follows a risk mitigation strategy and reviews risk occurrence to find probable mitigation strategies.
The Group’s Risk Management Committee reviews risks and mitigation measures at regular intervals, and accordingly initiates
corrective steps at times of need.
NOTE 49 DISCLOSURE PURSUANT TO SECTION 186 (4) OF THE COMPANIES ACT, 2013
(a) Investment Made in Subsidiaries and Joint Venture companies (At Amortised Cost)
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Fine Zeelandia Private Limited 2,842.39 3,002.96
Fine Organic Industries (Thailand) Co., Limited 1,032.76 53.27
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Lease payment recognised in the statement of profit and loss 41.10 43.35
Minimum lease payments under non cancellable operating leases payable
Not later than 1 year 43.55 38.92
Later than 1 year but not less than 5 years 174.19 155.68
Later than 5 years 3,247.87 3,057.87
Total future minimum lease payment 3,465.61 3,252.47
NOTE 51 PURSUANT TO IND AS 31, FINANCIAL REPORTING OF INTERESTS IN JOINT VENTURE, THE DISCLOSURE
RELATING TO THE JOINT VENTURE ARE AS FOLLOWS :
Interest in other Entities
The Group has invested in following Joint ventures and are consolidated as per equity method of accounting. These entities are
in nature of closely held entities and are not listed on equity public exchange. The following table illustrates the summarised
financial information of the Group’s investment in joint ventures.
(` in lakhs)
Name of the Joint Ventures Percentage of Ownership
As at March 31, 2023 As at March 31, 2022
Fine Zeelandia Private Limited (Incorporated in India) 50% 50%
FineADD Ingredients GmbH (Incorporated in Germany) 50% 50%
Fine Organic Industries (Thailand) Co., Limited (Incorporated in Thailand) 45% 45%
NOTE 51.1 SUMMARISED FINANCIAL POSITION OF THE GROUP’S INVESTMENT IN JOINT VENTURE - FINE ZEELANDIA
PRIVATE LIMITED
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Non current assets (A) 4,347.60 4,757.82
Current assets (B) 2,401.68 1,713.53
Total assets (A+B) 6,749.28 6,471.35
Non current liabilities (C) - -
Current liabilities (D) 1,000.39 401.63
Total liabilities (C+D) 1,000.39 401.63
Total equity (net assets) [(A+B)-(C+D)] 5,748.89 6,069.72
NOTE 51.2 SUMMARISED FINANCIAL POSITION OF THE GROUP’S INVESTMENT IN JOINT VENTURE - FINEADD
INGREDIENTS GMBH
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Non current assets (A) - -
Current assets (B) 36,378.52 36,378.52
Total assets (A+B) 36,378.52 36,378.52
Non current liabilities (C) - -
Current liabilities (D) 36,378.52 36,378.52
Total liabilities (C+D) 36,378.52 36,378.52
Total equity (net assets) [(A+B)-(C+D)] - -
NOTE 51.3 SUMMARISED FINANCIAL POSITION OF THE GROUP’S INVESTMENT IN JOINT VENTURE - FINE ORGANIC
INDUSTRIES (THAILAND) CO., LIMITED
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Non current assets (A) 1,381.47 -
Current assets (B) 1,075.95 112.92
Total assets (A+B) 2,457.42 112.92
Non current liabilities (C) - -
Current liabilities (D) 86.96 0.46
Total liabilities (C+D) 86.96 0.46
Total equity (net assets) [(A+B)-(C+D)] 2,370.46 112.46
(` in lakhs)
Particulars Carrying Value Fair Value
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
FINANCIAL ASSETS
A] Financial assets at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial assets at fair value through OCI
Non Current Financial Assets: Investments 4.68 4.83 4.68 4.83
C] Financial assets at amortised cost
Non Current Financial Assets : Investments 3,875.15 3,056.23 3,875.15 3,056.23
Non Current Financial Assets : Loans 90.86 85.29 90.86 85.29
Non Current Financial Assets : Others 757.29 373.27 757.29 373.27
Current Financial Assets : Trade Receivables 35,064.61 30,136.59 35,064.61 30,136.59
Current Financial Assets : Cash and Cash 51,482.97 22,566.44 51,482.97 22,566.44
Equivalents
Current Financial Assets : Bank Balances 814.72 689.39 814.72 689.39
Current Financial Assets : Loans 107.91 46.30 107.91 46.30
Current Financial Assets : Others 277.54 24.14 277.54 24.14
(` in lakhs)
Particulars Carrying Value Fair Value
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
FINANCIAL LIABILITIES
A] Financial liabilities at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial liabilities at amortised cost:
Non Current Financial Liabilities : Borrowings 2,720.41 5,852.75 2,720.41 5,852.75
(Including Current Maturity on Long Term
Borrowing)
Non Current Financial Liabilities : Lease Liability 81.57 0.00 81.57 0.00
Non Current Financial Liabilities : Others 0.00 86.61 0.00 86.61
Current Financial Liabilities : Lease Liability 50.50 0.00 50.50 0.00
Current Financial Liabilities : Trade Payables 17,583.18 15,355.43 17,583.18 15,355.43
Current Financial Liabilities : Others 320.86 147.17 320.86 147.17
In all cases, the management has assessed that the fair value of all financial assets and liabilities at Amortised Cost approximate
their carrying amounts as stated above.
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities.
Note 53.1 - Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at March 31, 2023 :
(` in lakhs)
Particulars Carrying Value Fair value measurement using
Date of Valuation Total Level 1* Level 2* Level 3*
FINANCIAL ASSETS
A] Financial assets at fair value through statement 0.00 0.00 0.00 0.00
of profit & loss
B] Financial assets at fair value through OCI
Non Current Financial Assets: Investments March 31, 2022 4.68 4.68 4.68 4.68
{Refer Note No. 53.3}
C] Financial assets at amortised cost
Non Current Financial Assets : Investments March 31, 2023 3,875.15 0.00 0.00 3,875.15
Non Current Financial Assets : Loans March 31, 2023 90.86 0.00 0.00 90.86
Non Current Financial Assets : Others March 31, 2023 757.29 0.00 0.00 757.29
Current Financial Assets : Trade Receivables March 31, 2023 35,064.61 0.00 0.00 35,064.61
Current Financial Assets : Cash and Cash March 31, 2023 51,482.97 0.00 0.00 51,482.97
Equivalents
Current Financial Assets : Bank Balances March 31, 2023 814.72 0.00 0.00 814.72
Current Financial Assets : Loans March 31, 2023 107.91 0.00 0.00 107.91
Current Financial Assets : Others March 31, 2023 277.54 0.00 0.00 277.54
(` in lakhs)
Particulars Carrying Value Fair value measurement using
Date of Valuation Total Level 1* Level 2* Level 3*
FINANCIAL LIABILITIES
A] Financial liabilities at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial liabilities at amortised cost:
Non Current Financial Liabilities : Borrowings March 31, 2023 2,720.41 0.00 0.00 2,720.41
(Including Current Maturity on Long Term
Borrowing)
Non Current Financial Liabilities : Lease Liability March 31, 2023 81.57 0.00 0.00 81.57
Non Current Financial Liabilities : Others March 31, 2023 0.00 0.00 0.00 0.00
Current Financial Liabilities : Lease Liability March 31, 2023 50.50 0.00 0.00 50.50
Current Financial Liabilities : Trade Payables March 31, 2023 17,583.18 0.00 0.00 17,583.18
Current Financial Liabilities : Others March 31, 2023 320.86 0.00 0.00 320.86
In all cases, the management has assessed that the fair value of all financial assets and liabilities at Amortised Cost approximate
their carrying amounts as stated above.
Note 53.2 - Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at March 31, 2022 :
(` in lakhs)
Particulars Carrying Value Fair value measurement using
Date of Valuation Total Level 1* Level 2* Level 3*
FINANCIAL ASSETS
A] Financial assets at fair value through statement 0.00 0.00 0.00 0.00
of profit & loss
B] Financial assets at fair value through OCI
Non Current Financial Assets: Investments March 31, 2021 4.83 4.83 4.83 4.83
{Refer Note No. 53.3}
C] Financial assets at amortised cost
Non Current Financial Assets : Investments March 31, 2022 3,056.23 0.00 0.00 3,056.23
Non Current Financial Assets : Loans March 31, 2022 85.29 0.00 0.00 85.29
Non Current Financial Assets : Others March 31, 2022 373.27 0.00 0.00 373.27
Current Financial Assets : Trade Receivables March 31, 2022 30,136.59 0.00 0.00 30,136.59
Current Financial Assets : Cash and Cash March 31, 2022 22,566.44 0.00 0.00 22,566.44
Equivalents
Current Financial Assets : Bank Balances March 31, 2022 689.39 0.00 0.00 689.39
Current Financial Assets : Loans March 31, 2022 46.30 0.00 0.00 46.30
Current Financial Assets : Others March 31, 2022 24.14 0.00 0.00 24.14
FINANCIAL LIABILITIES
A] Financial liabilities at fair value through 0.00 0.00 0.00 0.00
statement of profit & loss
B] Financial liabilities at amortised cost:
Non Current Financial Liabilities : Borrowings March 31, 2022 5,852.75 0.00 0.00 5,852.75
(Including Current Maturity on Long Term
Borrowing)
Non Current Financial Liabilities : Lease Liability March 31, 2022 0.00 0.00 0.00 0.00
Non Current Financial Liabilities : Others March 31, 2022 86.61 0.00 0.00 86.61
Current Financial Liabilities : Lease Liability March 31, 2022 0.00 0.00 0.00 0.00
Current Financial Liabilities : Trade Payables March 31, 2022 15,355.43 0.00 0.00 15,355.43
Current Financial Liabilities : Others March 31, 2022 147.17 0.00 0.00 147.17
In all cases, the management has assessed that the fair value of all financial assets and liabilities at Amortised Cost approximate
their carrying amounts as stated above
The primary objective of the Group’s capital management is to maintain an efficient capital structure to reduce the cost of capital,
support the corporate strategy and to maximise shareholder’s value.
The Group’s policy is to borrow primarily through banks to maintain sufficient liquidity. The Group also maintains certain undrawn
committed credit facilities to provide additional liquidity. These borrowings, together with cash generated from operations are
utilised for operations of the Group.
The Group monitors capital on the basis of cost of capital. The Group is not subject to any externally imposed capital requirements.
No changes were made to the objectives, policies or processes for managing capital during the years ended March 31, 2023 and
March 31, 2022.
1) Market Risk
Market Risks arise due to Changes in Interest rates, Foreign Exchange rates and changes in Market prices.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market rates. The Group’s exposure to the risk of changes in market rates relates primarily to the Group’s
long-term debt obligations with floating interest rates.
The Group’s policy is generally to undertake long-term borrowings using facilities that carry floating-interest rate. The
Group manages its interest rate risk by entering into interest rate swaps, in which it agrees to exchange, at specified
intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon
notional principal amount.
Moreover, the short-term borrowings of the Group do not have a significant fair value or cash flow interest rate risk due
to their short tenure.
As the Group does not have exposure to any floating-interest bearing assets its interest income and related cash inflows
are not materially affected by changes in market interest rates.
As at the end of reporting period, the Group had following long term variable interest rate borrowings and derivatives to
hedge the interest rate risk as follows:
(` in lakhs)
Particulars As at As at
March 31, 2023 March 31, 2022
Notional value of liability 2,720.41 5,852.75
Less: Interest Rate Swap on above Liability (2,720.41) (5,852.75)
Net exposure 0.00 0.00
Disclosure of Effects of Interest Rate Swaps Hedge accounting on Financial Position as at March 31, 2023
(` in lakhs)
Particulars Nominal value Carrying amount of Maturity date Hedge ratio
of liability hedging instrument
Interest Rate Risk
- Interest Rate Swaps 2,720.41 0.00 December 2023 1:1
Disclosure for gain / (loss) recognised in cashflow hedging reserve and recycled during the year
For 2022-23
(` in lakhs)
Particulars Opening Net amount Recycled Closing
Balance recognised Net amount Net amount Total amount Balance
to P & L added to non recycled
financial assets
Forex - Interest Rate Swaps 86.61 0.00 0.00 (109.05) (109.05) (22.44)
For 2021-22
(` in lakhs)
Particulars Opening Net amount Recycled Closing
Balance recognised Net amount Net amount Total amount Balance
to P & L added to non recycled
financial assets
Forex - Interest Rate Swaps 435.30 0.00 0.00 348.69 348.69 86.61
The Group enters into forward exchange contracts to hedge against its foreign currency exposures relating to
the underlying transactions and firm commitments. The Group does not enter into any Derivative Instruments for
trading and Speculation purposes.
The Forward Exchange Contracts used for hedging foreign exchange currency exposure and outstanding as at
reporting date as at under:
(` in lakhs)
Particulars As At March 31, 2023 As At March 31, 2022
No. of Amount Indian No. of Amount Indian
Contracts in Foreign Rupee Contracts in Foreign Rupee
Currency Equivalent Currency Equivalent
Forward Contract to Sell 57 $180.34 15,006.74 122 $197.25 14,953.52
Forward Contract to Purchase 11 $29.21 477.50 21 $61.62 4,671.15
Forward Contract to Sell 53 € 110.00 9,948.87 51 € 64.25 5,439.41
b) The unhedged exposures as at the end of the reporting date are as follows
(` in lakhs)
Particulars As at March 31, 2023 As at March 31, 2022
Indian Rupees Foreign Currency Indian Rupees Foreign Currency
Financial Assets
Trade Receivables 6,684.96 $82.31 3,693.89 $48.71
Trade Receivables 0.00 € 0.00 1,002.60 € 11.84
Financial Liabilities
Trade Payables 448.32 $5.52 0.00 $0.00
Trade Payables 86.92 € 0.97 5.63 € 0.07
Long term Borrowings 1,103.74 $13.59 5,852.75 $77.21
Net Exposure - US$ 5,132.90 $63.20 (2,158.86) ($28.50)
Net Exposure - EUR (86.92) (€ 0.97) 996.97 € 11.77
In case of change in the currencies by 1%, the change in the profit would be as under :
(` in lakhs)
Particulars As At March 31, 2023 As At March 31, 2022
Change US$ EURO € Change US$ EURO €
1% Depreciation in ` 1% 51.33 (0.87) 1% (21.59) 9.97
1% Appreciation in ` 1% (51.33) 0.87 1% 21.59 (9.97)
2) Credit Risk
redit Risk is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. It
C
arises from credit exposure to customers, financial instruments viz., Investments in Equity Shares and Balances with Banks.
he Group holds cash and cash equivalents with banks which are having highest safety rankings and hence has a low credit
T
risk.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry and country in which the customer operates, also has an influence
on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits (generally between 30
to 90 days) and continuously monitoring the creditworthiness of customers to which the Group grants credit terms in the
normal course of business. The outstanding trade receivables due for a period exceeding 180 days as at the year ended
March 31, 2023 is 0.39% (P.Y. 0.18%) of the total trade receivables. The Group uses Expected Credit Loss (ECL) Model to
assess the impairment loss or gain.
3) Liquidity Risk
The Group manages liquidity risk by maintaining adequate surplus, banking facilities and reserve borrowings facilities by
continuously monitoring forecasts and actual cash flows.
The Group has obtained fund based borrowings from banks. The Group invests its surplus funds in bank fixed deposit which
carry low credit risks.
All payments are made on due dates and requests for early payments are entertained after due approval and availing early
payment discounts.
The Group has a system of forecasting rolling one month cash inflow and outflow and all liquidity requirements are planned.
(` in lakhs)
Particulars Balance As At Less than 1-3 years 3-5 years More than 5
March 31, 2023 1 year years
Long term Borrowings 2,720.41 2,720.41 0.00 0.00 0.00
(including Current maturity on Long Term
Borrowings)
Lease Liability 132.07 50.50 67.37 14.20 0.00
Trade Payable 17,583.18 17,583.18 0.00 0.00 0.00
Deposits from customer 318.87 318.87 0.00 0.00 0.00
Dividend Payable 1.99 1.99 0.00 0.00 0.00
NOTE 56 ADDITIONAL INFORMATION, AS REQUIRED UNDER SCHEDULE III TO THE COMPANIES ACT, 2013 FOR
COMPANY PREPARING CONSOLIDATED FINANCIAL STATEMENTS:
(` in lakhs)
Sr. Name of the entity Net Assets i.e Total Assets Share in Profit or Loss Share in other Share In Total
No (minus) Total Liabilities Comprehensive Income Comprehensive Income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated Consolidated Consolidated
net assets profit or loss Other Other
Comprehnsive comprehensive
Income Income
A Parent
A.1 Fine Organic Industries 98.76% 1,52,213.20 95.55% 59,059.89 100.00% 63.11 95.55% 59,123.00
Limited
B Subsidiaries- Foreign
B.1 Fine Organics (USA) Inc 3.40% 5,240.49 7.78% 4,807.13 0.00% - 7.77% 4,807.13
B.2 Fine Organics Europe BV 4.08% 6,281.40 6.56% 4,055.42 0.00% - 6.55% 4,055.42
C Joint Ventures
(Investment as per
equity method)
C.1 Fine Zeelandia Private (0.77%) (1,186.04) (0.26%) (160.58) 0.00% - (0.26%) (160.58)
Limited
C.2 Fine Organic Industries (0.01%) (17.58) (0.03%) (16.85) 0.00% - (0.03%) (16.85)
(Thailand) Co., Limited
D Adjustments arising out (5.45%) (8,406.56) (9.60%) (5,934.77) 0.00% - (9.59%) (5,934.77)
of consolidation
Total 100.00% 1,54,124.89 100.00% 61,810.23 100.00% 63.11 100.00% 61,873.35
(` in lakhs)
Sr. Name of the entity Net Assets i.e Total Assets Share in Profit or Loss Share in other Share In Total
No (minus) Total Liabilities Comprehensive Income Comprehensive Income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated Consolidated Consolidated
net assets profit or loss Other Other
Comprehnsive comprehensive
Income Income
A Parent
1 Fine Organic Industries 99.93% 95,849.60 96.52% 25,066.93 100.00% 271.50 96.56% 25,338.43
Limited
B Subsidiaries- Foreign
1 Fine Organics (USA) Inc 1.17% 1,126.66 4.81% 1,248.40 0.00% - 4.76% 1,248.40
2 Fine Organics Europe BV 2.55% 2,441.94 7.29% 1,892.69 0.00% - 7.21% 1,892.69
Minority Interest on all 0.00% - 0.00% - 0.00% - 0.00% -
Subsidiaries
C Joint Ventures
(Investment as per
equity method)
Fine Zeelandia Private (1.07%) (1,025.47) (0.39%) (102.15) 0.00% - (0.39%) (102.15)
Limited
Fine Organic Industries (0.00%) (0.73) (0.00%) (0.73) 0.00% - (0.00%) (0.73)
(Thailand) Co., Limited
D Adjustments arising out (2.58%) (2,471.81) (8.22%) (2,134.23) 0.00% - (8.13%) (2,134.23)
of consolidation
Total 100.00% 95,920.19 100.00% 25,970.91 100.00% 271.50 100.00% 26,242.41
NOTICE is hereby given that Twenty-First Annual General records of the Company for the financial year ending on
Meeting (“AGM”) of the Members of Fine Organic Industries March 31, 2024, amounting to Rs. 3,50,000/- (Rupees
Limited will be held on Thursday, August 24, 2023, at 11.00 Three Lakh Fifty Thousand only) plus Goods and Service
a.m. through video conferencing (“VC”) / Other Audio-Visual Tax as applicable and reimbursement of actual out of
Means (“OAVM”) to transact the following business: pocket expenses, be and is hereby ratified.”
ESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be
R
deemed necessary and settle any/or all questions/ matters arising with respect to the above matter and take such further
steps, as may be considered desirable or expedient by the Board for the purpose of giving effect to this Resolution.”
Pooja Lohor
Company Secretary
Registered Office:
FINE ORGANIC INDUSTRIES LIMITED
CIN: L24119MH2002PLC136003
Fine House, Anandji Street,
Off M.G. Road, Ghatkopar East,
Mumbai - 400 077, Maharashtra, India
Tel: +91-22-21025000, Fax: +91-22-21026666
E-mail: [email protected]
Website: www.fineorganics.com
Changes intimated to the DP will then be automatically 12. Members are requested to note that, dividends if not
reflected in the Company records which will help the encashed for a consecutive period of 7 years from the
Company and the Company’s Registrars and Transfer date of transfer to Unpaid Dividend Account of the
Agents, KFintech to provide efficient and better services. Company, are liable to be transferred to the Investor
Education and Protection Fund (“IEPF”). The shares in
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD-
respect of such unclaimed dividends are also liable to be
1/P/CIR/2023/37 dated March 16, 2023, has made it
transferred to the demat account of the IEPF Authority.
mandatory for shareholders holding shares in physical
form to furnish PAN, KYC (i.e., postal address with pin 13. In case the Company is unable to pay the dividend to
code, email address, mobile number, bank account any Member directly in their bank account through the
details, specimen signature, Demat account details) and electronic mode, due to non-availability of their latest
their nominee details to the KFintech. Further details bank account details, the Company shall dispatch the
and relevant forms to update the abovementioned are dividend warrant/demand draft to such Members.
available on the Company’s website at https://www.
14. Pursuant to Section 101 and Section 136 of the Act read
fineorganics.com/investor-kyc-updation/
with the relevant Rules made thereunder, to support
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ the ‘Green Initiative’ announced by the Government
RTAMB/P/CIR/2022/8 dated January 25, 2022, has of India; read with applicable circulars, the Company
mandated the Listed Companies to issue securities is sending the Annual Report, Notice of the AGM and
in demat form only while processing service requests e-voting instructions only in electronic form to the
viz. Issue of duplicate securities certificate; claim from registered email addresses of the Members. Therefore,
Unclaimed Suspense Account; Renewal/ Exchange those Members who have not yet registered their email
of securities certificate; Endorsement; Sub-division/ addresses or who have become Members post sending
Splitting of securities certificate; Consolidation of this Notice of AGM are requested to get their email
securities certificates/ folios; Transmission and addresses registered by following the procedure given
Transposition. Accordingly, Shareholders are requested below:
to make service requests by submitting a duly filled and
i.
Those Members who have not registered their
signed Form ISR – 4, the format of which is available
email address, mobile numbers, address and bank
on the Company’s website under the weblink at https://
details (including any changes thereof) may please
www.fineorganics.com/investor-kyc-updation/
contact and validate/update their details with their
10.
As per Regulation 40 of the Listing Regulations, as respective Depository Participant(s) for shares
amended, securities of listed companies can be held in electronic form.
transferred only in dematerialized form with effect from
ii. Member may send an email request at the email
April 1, 2019, except in case of request received for
id [email protected] along with scanned
transmission or transposition of securities. In view of
copy of the signed request letter providing the
this and to eliminate all risks associated with physical
email address, mobile number, self-attested PAN
shares, members are requested to hold the shares in
copy and Client Master copy for electronic folios for
dematerialized form.
sending the Annual report, Notice of AGM and the
11. As per the provisions of Section 72 of the Act, the facility e-voting instructions by email.
for making nomination is available for the Members in
iii.
Members only desiring to download the Annual
respect of the shares held by them. Members who
Report and Notice of the AGM, may visit the
have not yet registered their nomination are requested
website of the Company www.fineorganics.com or
to register the same by submitting Form No. SH-13.
the websites of the Stock Exchanges i.e. National
Members are requested to submit the said form to their
Stock Exchange of India Limited and BSE Limited
Depository Participant (DP) in case the shares are held
at www.nseindia.com and www.bseindia.com
in electronic form and to KFintech in case the shares are
respectively, or the website of the RTA viz. https://
held in physical form.
evoting.kfintech.com/ for the same.
15.
Pursuant to Finance Act, 2020, dividend income is subject to providing necessary documents i.e. No
taxable in the hands of the Members and the Company Permanent Establishment and Beneficial Ownership
is required to deduct tax at source from dividend paid to Declaration, Tax Residency Certificate, Form 10F, any
the Members at the prescribed rates. For the prescribed other document which may be required to avail the
rates for various categories, the Members are requested tax treaty benefits by sending an email to investors@
to refer to the Finance Act, 2020 and amendments fineorganics.com. The aforesaid declarations and
thereof. The Members are requested to update their documents need to be submitted by the Members latest
PAN with the Company / Registrar and Transfer Agent by 11:59 p.m. (IST) on August 16, 2023.
(in case of shares held in physical mode) and with
16. The Register of Directors and Key Managerial Personnel
the Depository Participants (in case of shares held in
and their shareholding maintained under Section 170
demat mode). However, no tax shall be deducted on the
of the Companies Act, 2013, the Register of Contracts
dividend payable to a resident individual Member if the
or Arrangements in which the directors are interested,
total dividend to be received during F.Y. 2023-24 does
maintained under Section 189 of the Act, and the relevant
not exceed Rs. 5,000/-. The withholding tax rate (TDS
documents referred to in the Notice will be available
rate) would vary depending on the residential status of
electronically for inspection by the Members during the
the Member and the documents submitted by them and
AGM. Members seeking to inspect such documents can
accepted by the Company.
send an email to [email protected].
A Resident individual Member with PAN and who
17. Voting through electronic means
is not liable to pay income tax, can submit a yearly
declaration in Form No. 15G/15H, to avail the benefit of Pursuant to the provisions of section 108 of the
non-deduction of tax at source by sending an email to Companies Act, 2013 read with, Rule 20 of Companies
[email protected] latest by 11:59 p.m. (IST) (Management and Administration) Rules, 2014
on August 16, 2023. (amended from time to time) and sub-regulation (1) &
(2) of Regulation 44 of Listing Regulations, the Company
Members are requested to note that in case their PAN is
is pleased to provide Members, the facility to exercise
not registered, the tax will be deducted at a higher rate
their right to vote on resolutions proposed to be
of 20%.
considered at the 21st AGM by electronic means and has
In respect of resident Members, the TDS rate is subject engaged the services of KFintech to provide the facility
to section 206AB of the Income-tax Act (effective from of casting the votes by the Members using an electronic
July 1, 2021) which specifies higher rate of TDS for voting system from a place other than venue of the
specified persons who have not furnished their PAN / AGM (‘remote e-voting’) as well as e-voting at the AGM
Not filed ITR for preceding two years. In such cases tax through VC/OAVM (‘e-voting at the AGM’).
has to be deducted at higher of the following rates in
Remote E-voting: The remote e-voting period
case of payments to the specified persons:
commences on Saturday, August 19, 2023, from 9.00
- at twice the rate specified in the relevant provision a.m. and ends on Wednesday, August 23, 2023, at 5.00
of the Act; or p.m. During this period, the Members of the Company
- at twice the rate or rates in force; or holding shares in physical form or in dematerialized
- at the rate of 5%. form, as on the cut-off date, being Wednesday,
August 16, 2023, may cast their vote by electronic
In cases where Sections 206AA and 206AB are means in the manner and process set out herein
applicable i.e. the Member has not submitted the PAN below. The e-voting module shall be disabled for voting
as well as not filed the return; tax will be deducted at thereafter. Once the vote on a resolution is cast by the
higher of the two rates prescribed in these sections. Member, the Member shall not be allowed to change it
Non-resident Members can avail beneficial rates under subsequently.
tax treaty between India and their country of residence,
The instructions and other information relating to remote e-voting are as under:
I. Login method for e-Voting: Applicable only for Individual Members holding securities in Demat
As per the SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in Demat mode are allowed to vote through their demat account maintained with their
respective Depositories and Depository Participants as detailed below. Members are advised to update their mobile
number and email Id in their demat accounts in order to access e-Voting facility.
Option 1 – Login through Depositories
NSDL CDSL
1. Members who have already registered and opted 1. Members who have already registered and opted for
for IDeAS facility to follow below steps: Easi / Easiest to follow below steps:
i) Go to URL: https://eservices.nsdl.com i) Go to URL:
ii) Click on the “Beneficial Owner” icon under ‘IDeAS’ https://web.cdslindia.com/myeasitoken/home/login
section. or
iii) On the new page, enter the existing User ID and ii) URL: www.cdslindia.com and then go to Login and select
Password. Post successful authentication, click on New System Myeasi.
“Access to e-Voting” iii) Login with user id and password.
iv) Click on the company name or e-Voting service iv) The option will be made available to reach e-Voting page
provider and you will be re-directed to e-Voting without any further authentication.
service provider website (i.e. KFintech) for casting v) Click on Company name or e-Voting service provider
the vote during the remote e-Voting period. name to cast your vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services 2. User not registered for Easi/Easiest
i) To register click on the link: https://eservices.nsdl. i) Option to register is available at:
com (Select “Register Online for IDeAS”); https://web.cdslindia.com/myeasitoken/home/login
or ii) Proceed with completing the required fields.
h t t p s : // e s e r v i c e s . n s d l . c o m / S e c u r e W e b /
IdeasDirectReg.jsp
ii) Proceed with completing the required fields.
3. First-time users can visit the e-Voting website First-time users can visit the e-Voting website directly
directly and follow the process below: and follow the process below:
i) Go to URL: https://www.evoting.nsdl.com/ i) Go to URL: www.cdslindia.com
ii) Click on the icon “Login” which is available under ii) Click on the icon “E-Voting”
‘Shareholder/Member’ section. iii) Provide demat Account Number and PAN No.
iii) Enter User ID (i.e. 16-digit demat account number iv) System will authenticate user by sending OTP on
held with NSDL), Password/OTP and a Verification registered Mobile & Email as recorded in the demat
Code as shown on the screen. Account.
iv) Post successful authentication, you will be v) After successful authentication, the user will be
redirected to NSDL Depository site wherein you can provided links for the respective ESP where the e-Voting
see e-Voting page. is in progress.
v) Click on the company name or e-Voting service vi) Click on the company name and you will be redirected
provider name and you will be redirected to e-Voting to e-Voting service provider website (i.e. KFintech) for
service provider website (i.e. KFintech) for casting casting your vote during the remote e-Voting period.
your vote during the remote e-Voting period.
4. Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code
mentioned below for a seamless voting experience
Option 2 - Login through Depository Participants. (iv) After entering these details appropriately, click on
“LOGIN”.
You can also login using the login credentials of your demat
account through your Depository Participant registered with (v) You will now reach the password change menu
NSDL/CDSL for e-Voting facility. Once logged in, you will be wherein you are required to mandatorily change
able to see e-Voting option. Click on e-Voting option and your password. The new password shall comprise
you will be redirected to NSDL/CDSL Depository site after of minimum 8 characters with at least one upper
successful authentication. Click on the company name or case (A-Z), one lower case (a-z), one numeric
e-Voting service provider name and you will be redirected to value (0-9) and a special character (@,#,$, etc).
e-Voting service provider website of KFintech for casting your The system will prompt you to change your
vote during the remote e-Voting period. password and update your contact details like
mobile number, email ID etc., on first login. It is
Important note:
strongly recommended that you do not share your
Members who are unable to retrieve User ID/ Password are password with any other person and that you take
advised to use Forget User ID and Forget Password option utmost care to keep your password confidential.
available at the abovementioned website. For any technical
issues, Members may contact as below: (vi) You need to login again with the new credentials.
(iii)
Enter the login credentials (i.e. User ID and (xi)
You may then cast your vote by selecting an
password). In case of physical folio, User ID will appropriate option and click on “Submit”.
be EVEN (E-Voting Event Number) followed by (xii) A confirmation box will be displayed. Click “OK” to
folio number. In case of Demat account, User ID confirm else “CANCEL” to modify. Once you have
will be your DP ID and Client ID. However, if you voted on the resolution(s), you will not be allowed to
are already registered with KFintech for e-voting, modify your vote. During the voting period, Members
you can use your existing User ID and password for can login any number of times till they confirm the
casting your vote. voting on all the resolutions by clicking “SUBMIT”.
B. Members who have not registered their e-mail address Number + Folio No. or DP ID Client ID to +91
9212993399
i. Please register your email address as mentioned in
para 14 of the “Notes” and obtain the User ID and 1. Example for NSDL:
Password. MYEPWD <SPACE> IN12345612345678
ii. Please follow all steps from Sr. No. (i) to (xii) as 2. Example for CDSL:
mentioned in (A) above, to cast your vote. MYEPWD <SPACE> 1202345612345678
I. Voting at the AGM: Those Members who are 3. Example for Physical:
present in the Meeting through VC / OAVM and MYEPWD <SPACE> XXXX1234567890
have not cast their vote on resolutions through (XXXX being E-Voting Event Number)
remote e-voting, can vote through e-voting at
the Meeting. Members who have already cast ii. If e-mail address or mobile number of the member
their votes by remote e-voting are eligible to is registered against Folio No. / DP ID Client ID,
attend the Meeting. However, those Members then on the home page of https://evoting.kfintech.
are not entitled to cast their vote again at the com/ , the member may click “Forgot Password”
Meeting. and enter Folio No. or DP ID Client ID and PAN to
generate a password.
II. A Member can opt for only single mode of
voting i.e. through remote e-voting or voting iii. In case of any queries, you may refer Help or ‘FAQs’
at the AGM. If a Member casts votes by both and ‘User Manual’ for Members available at the
modes i.e. voting at AGM and remote e-voting, ‘Download’ section on the website (bottom corner)
voting done through remote e-voting shall of Kfintech at https://evoting.kfintech.com/ or call
prevail and vote at the AGM shall be treated KFintech on Toll-Free No. 1-800-3094-001.
as invalid. iv. Member may send an e-mail request to einward.
Other Instructions: [email protected]. However, KFintech shall
endeavour to send User ID and Password to those
a. Members holding shares either in physical form or
new Members whose e-mail IDs are available.
in dematerialized form, as on the close of business
hours on Wednesday, August 16, 2023, being the c. The Board of Directors has appointed M/s. K S &
cut-off date, are entitled to vote on the Resolutions Associates, Practicing Company Secretaries (C. P.
set forth in this Notice. The voting rights of Members No.5163) as a Scrutinizer to scrutinize the e-voting
shall be in proportion to their shares in the paid-up process in a fair and transparent manner.
equity share capital of the Company as on the cut- d.
It is strongly recommended not to share your
off date. Any person who is not a Member as on the password with any other person and take utmost
cut-off date should treat this Notice for information care to keep your password confidential. Login
purpose only. to the e-voting website will be disabled upon
b. Any person, who acquires shares of the Company 3 unsuccessful attempts to key in the correct
and becomes Member of the Company after password. In such an event, you will need to go
dispatch of the notice and holding shares as of the through the ‘Forgot User Details/Password?’ option
cut-off date, i.e. Wednesday, August 16, 2023, may available on https://evoting.kfintech.com to reset
obtain the login ID and password in the manner as the password.
mentioned below: e.
The Scrutinizer shall, immediately after the
i. If the mobile number of the member is registered conclusion of voting at the AGM, first count the
against Folio No./ DP ID Client ID, the member votes cast during the AGM, thereafter unblock the
may send SMS: MYEPWD <space> E-Voting Event votes cast through remote e-voting and make not
later than 48 hours of conclusion of the AGM, a who are present in the AGM and have not casted
consolidated Scrutinizer’s Report of the total votes their vote on the Resolutions through remote
cast in favour or against, if any, to the Chairman or e-Voting and are otherwise not barred from doing
a person authorised by him in writing, who shall so, shall be eligible to vote through e-Voting system
countersign the same. available during the e-AGM.
h.
A video guide assisting the members attending status, Upload exemption forms (TDS), Download
AGM either as a speaker or participant is available all ISR and other related forms.
for quick reference at URL:
URL: https://ris.kfintech.com/clientservices/isc/
h ttps://cruat04.kfintech.com/emeetings/video/ default.aspx
howitworks.aspx
eSign Facility: Common and simplified norms for
i. Members who may require any technical assistance processing investor’s service requests by RTAs
or support before or during the AGM are requested and norms for furnishing PAN, KYC details and
to contact KFintech at toll free number 1-800-309- Nomination requires that eSign option be provided
4001 or write to them at [email protected] to investors for raising service requests. Kfintech is
the only RTA which has enabled the option and can
Applications developed by Kfintech which can
be accessed via the link below.
be used by the shareholders
h ttps://ris.kfintech.com/clientservices/isr/isr1.
As an ongoing endeavour to enhance investor aspx?mode=f3Y5zP9DDNI%3d
experience and leverage new technology, our
Registrar and transfer agents (RTAs), KFIN KYC Status: Shareholders can access the KYC
Technologies Limited have been continuously status of their folio. The webpage has been created
developing new applications. Here is a list of to ensure that shareholders have the requisite
information regarding their folios.
applications that has been developed by Kfintech.
URL: https://ris.kfintech.com/clientservices/isc/
Investor Support Centre: A webpage accessible
kycqry.aspx
via any browser enabled system. Investors can use
a host of services like Post a Query, raise a service KPRISM: A mobile application as well as a webpage
request, Track the status of their DEMAT and REMAT which allows users to access Folio details, Interest
request, Dividend status, Interest and Redemption and Dividend status, FAQs, ISR Forms and full suite
of other investor services.
URL: https://kprism.kfintech.com/signin.aspx
Particulars Details
Time and Date of AGM Thursday, August 24, 2023 at 11.00 a.m. (IST)
Venue/Mode Through video conference at below link: https://emeetings.kfintech.com/
Book closure dates Thursday, August 17, 2023 to Thursday, August 24, 2023 (both days inclusive)
Record date for payment of final dividend Wednesday, August 16, 2023
Final dividend recommended for FY’23 Rs. 9/- per equity share
Cut-off date for e-voting Wednesday, August 16, 2023
E-voting Start time and date Saturday, August 19, 2023 at 9.00 a.m.
E-voting end time and date Wednesday, August 23, 2023 at 5.00 p.m.
E-voting website links (Please use as applicable https://emeetings.kfintech.com/
to you) https://evoting.kfintech.com
https://eservices.nsdl.com
https://web.cdslindia.com/myeasitoken/home/login
E-voting Event Number (EVEN) 7445
Particulars Details
Contact details of RTA Mr. Umesh Pandey, Manager
KFin Technologies Limited
Selenium, Tower B, Plot 31 & 32,
Financial District, Nanakramguda,
Serilingampally, Hyderabad,
Rangareddi 500032, Telangana,India
Email ids:
[email protected]
[email protected]
Website: https://www.kfintech.com
Toll free number 1-800-309-4001.
Pooja Lohor
Company Secretary
Registered Office:
FINE ORGANIC INDUSTRIES LIMITED
CIN: L24119MH2002PLC136003
Fine House, Anandji Street,
Off M.G.Road, Ghatkopar East,
Mumbai - 400 077, Maharashtra, India
Tel: +91-22-21025000, Fax: +91-22-21026666
E-mail: [email protected]
Website: www.fineorganics.com
STATEMENT PURSUANT TO SECTION 102(1) OF THE Further, in accordance with the provisions of Regulation 17 of
COMPANIES ACT, 2013 Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, any
Item No. 5
remuneration to non-executive directors other than sitting
Pursuant to the provisions of Section 148 of the Act, the fees shall be approved by the shareholders of the Company
Company is required to conduct the audit of its cost records in general meeting.
by a Cost Accountant in Practice. Upon the recommendation
of the Audit Committee, the Board of Directors of the The Company at its 20th Annual General Meeting held on
Company has approved the appointment and remuneration of August 23, 2022 had approved the payment of commission
M/s. Y. R. Doshi & Associates, Cost Accountants as the to non-executive Directors of the Company which shall not
Cost Auditors of the Company to conduct audit of cost be exceeding 1% of net profits of the Company (computed
records of the Company for the financial year 2023-24, in the manner laid down in section 198 of the Act) subject
at a remuneration of Rs. 3,50,000/- (Rupees Three Lakh to aggregate amount not exceeding Rs. 1.00 crore in any
Fifty Thousand only) plus Goods and Service Tax (GST) financial year, commencing from April 1, 2021, and such
as applicable and reimbursement of actual out-of-pocket commission shall be divisible among the Directors in such
expenses incurred. proportion as the Board of Directors may from time to time
determine.
In accordance with the provisions of Section 148 of the
Act read with Companies (Cost Records and Audit) Rules, On recommendation of the Nomination and Remuneration
2014, the remuneration payable to the Cost Auditors as Committee, the Board at its meeting held on May 24, 2023,
recommended by the Audit Committee and approved by the approved revision in the aforesaid ceiling of aggregate
Board of Directors has to be ratified by the members of the amount towards payment of commission to Non-executive
Company. Directors of the Company (other than Managing Director
and Whole Time Directors) from Rs. 1.00 crore to Rs. 1.50
Accordingly, the consent of the members is sought for crore which shall not be exceeding 1% of the net profits of
passing an Ordinary Resolution as set out at Item No. 5 of the the Company (computed in the manner laid down in Section
Notice for ratification of the remuneration payable to the Cost 198 of the Act) in any financial year, commencing from
Auditors for the financial year 2023-24. April 1, 2023, and such commission shall be divisible among
None of the Director(s) and Key Managerial Personnel of the Directors in such proportion as the Board of Directors
the Company or their respective relatives are concerned may from time to time determine.
or interested, financially or otherwise in the Resolution It is proposed to seek Members approval for the revision in
mentioned at Item No. 5 of the Notice. payment of commission described as above to Non-executive
The Board of Directors recommends the Ordinary Resolution Directors of the Company (other than Managing Director and
as set out in Item No. 5 of the Notice for the approval of the Whole Time Directors) in any financial year with effect from
Members. April 1, 2023.
Item No. 6 None of the Director(s) and Key Managerial Personnel of the
A company may pay remuneration to its directors who are Company or their respective relatives except all of the Non-
neither managing directors nor whole-time directors in Executive Directors and their respective relatives are deemed
accordance with the provisions of section 197 the Companies to be concerned or interested in the Resolution mentioned at
Act, 2013 (“the Act”), the Rules made thereunder and as per Item No. 6.
Schedule V to the Act. The Board of Directors recommends the Special Resolution
as set out in Item No. 6 of the Notice for the approval of the
Members.
Details of the Director seeking appointment/ re-appointment at the ensuing Annual General Meeting
**Includes the Chairpersonship/ Membership in the Audit Committee and Stakeholders Relationship Committee only of the Public
Companies.