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You can view full text of the latest Director's Report for the company.

BSE: 500042ISIN: INE373A01013INDUSTRY: Chemicals - Organic - Others

BSE   ` 3714.95   Open: 3620.00   Today's Range 3617.85
3718.40
+96.45 (+ 2.60 %) Prev Close: 3618.50 52 Week Range 2289.60
3853.95
Year End :2023-03 

Your Directors have pleasure in presenting their Report for the financial year ended 31st March, 2023. Financial Results

(Rs. in million)

Description

Year ended 31.3.2023

Year ended 31.3.2022

Revenue from operations

136,447.7

130,997.3

Profit before exceptional items and tax

5,280.9

7,473.6

Exceptional items

153.1

125.6

Profit before tax

5,434.0

7,599.2

Tax expense / (credit)

1,405.1

1,650.8

Profit after tax

4,028.9

5,948.4

Dividend

346.3

259.7

Performance

Despite stabilization of demand and softening of the market prices, the revenue from operations at Rs. 136,447.7 million, represents an increase of 4.2% over the previous year. Your Company reported a Profit Before Tax (before exceptional items) of Rs. 5,280.9 million for the year ended 31st March, 2023 as compared to Rs. 7,473.6 million in the previous year.

The Agricultural Solutions business of your Company registered good growth in revenues during the year under review as compared to the previous year. The growth in the Agricultural Solutions business was led by latest innovations viz. Exponus® in the insecticides segment, Priaxor® in the fungicides segment, Vesnit® and Tynzer® in the herbicides segment. The improved profitability of the Agricultural Solutions business was mainly on account of better price realisation coupled with higher volumes and lower input costs.

The Industrial Solutions segment of your Company comprising of the Dispersions, Resins, Additives & Performance Chemicals businesses, registered flat revenue growth during the period under review. The revenue of the Dispersions business was slightly higher as compared to the previous year. In case of the Performance Chemicals business, there were higher revenues from the sale of lubricants & automotive fluids to key customers due to better price realisation. The margins of the Industrial Solutions segment were impacted mainly on account of higher fixed costs and lower sales prices.

The Materials segment of your Company comprising of the Performance Materials & Monomers businesses registered modest growth in revenue during the year under review as compared to the previous year. Although the Performance Materials business of the Company registered strong volume growth across segments like Transportation, Appliances, Footwear, margins were mainly impacted due to lower price realisation. The Monomers business of your Company registered lower volumes due to reduced demand on account of market sentiments. The profitability of the Materials Segment was significantly impacted due to decline in volumes and increased input costs.

The Surface Technologies segment of your Company comprising of the Coatings & Catalysts businesses registered good growth in sales due to strong volumes and increased prices. The margins of the Surface Technologies segment improved significantly during the year under review as compared to the previous year due to better price realisation.

The Nutrition & Care segment of your Company comprises of the Care Chemicals and Nutrition & Health businesses. The Care Chemicals business of your Company registered higher sales during the year under review as compared to the previous year driven mainly by the increased selling prices. However, the margins of the Care Chemicals business were impacted due to high feed stock prices and changes in the product mix. The Nutrition & Health business of the Company registered good growth and margins due to increased selling prices and higher price realisation.

During the year under review, the revenues & margins of the Chemicals segment of your Company comprising of the Petrochemicals & Intermediates businesses was impacted mainly due to lower volumes and higher input costs.

Export sales stood at Rs. 3,072.3 million during the year under review.

Divestiture of Kaolin Minerals Business

During the previous financial year 2021-22, your Company was informed by BASF SE, Germany (Ultimate Holding Company) about the global divestiture of Kaolin Minerals Business to KaMin LLC / CADAM S.A. (KaMin), a global performance minerals company headquartered in Macon, Georgia, United States.

On 30th September 2022, your Company was informed by BASF SE, Germany that BASF had successfully completed the divestiture of its Kaolin Minerals business to KaMin LLC after fulfilment of the necessary conditions.

Transfer to Reserves

The Company has not transferred any amount to the Reserves for the financial year ended 31st March, 2023.

Share Capital

During the year under review, there has been no change in the share capital of the Company. The authorised share capital of the Company, as on 31st March, 2023 is Rs. 715,597,150/-, which is divided into 71,559,715 equity shares of Rs. 10/- each., whereas the issued share capital of the Company comprises of 43,285,640 equity shares of Rs. 10/-each aggregating to Rs. 432,856,400/-.

Removal of Master Builders Solutions Deutschland GmbH (formerly known as BASF Construction Solutions GmbH) name from the list of Promoter Group Shareholders of the Company

During the previous financial year 2021-22, your Company had received a request from Master Builders Solutions Deutschland GmbH (formerly known as BASF Construction Solutions GmbH) holding NIL equity shares in the Company to remove their name from the list of Promoter Group Shareholders of the Company.

Accordingly, the Board of Directors of your Company, at its Meeting held on 30th March, 2022 had approved their request for removal of their name from the list of Promoter Group Shareholders of the Company and necessary applications were filed with BSE Ltd and National Stock Exchange of India Ltd.

On 22nd February, 2023, your Company has received approval from BSE Ltd and National Stock Exchange of India Limited for removal of the name of Master Builders Solutions Deutschland GmbH (formerly known as BASF Construction Solutions GmbH) from the list of Promoter Group Shareholders, pursuant to the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dividend

The Board of Directors of your Company have recommended a Dividend of Rs. 8/- per equity share i.e., 80% for the financial year ended 31st March, 2023. The Dividend would be paid, subject to the approval of the Members at the forthcoming Annual General Meeting on 4th August, 2023.

Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company’s website at https://bit.lv/basfdividenddistributionpolicv.

Changes in Directors

Mr. Narayan Krishnamohan resigned as the Managing Director of the Company, with effect from the close of business hours on 31st December, 2022 to pursue his interest and opportunity outside BASF. The Board of Directors of your Company place on record its sincere appreciation for the valuable contributions made by Mr. Narayan Krishnamohan during his tenure as the Managing Director of the Company.

The Board of Directors of the Company at its Meeting held on 22nd November, 2022 appointed Mr. Alexander Gerding as the Managing Director of the Company for a term of 5 years, effective 1st January, 2023, subject to the approval of the Members of the Company and the Ministry of Corporate Affairs (Central Government), as may be required. Mr. Alexander Gerding has also been appointed as the Chairman of the Risk Management Committee and Member of the Stakeholders’ Relationship Committee, effective 1st January, 2023, in place of Mr. Narayan Krishnamohan.

Mr. Alexander Gerding was born in Bremen, Germany in 1979. He joined BASF in 2000 in a dual study program and obtained his Master of Business Administration at UNCG, North Carolina, United States, in 2005. He has been with BASF for more than 22 years, having handled various leadership responsibilities in Germany, United States and Argentina among other countries. At the time of his appointment, Mr. Alexander Gerding was the Vice President-Business Management for Agricultural Solutions EMEA East. Mr. Alexander Gerding has valuable experience of 20 years in the Agricultural Solutions business.

Mr. Rajesh Naik resigned as the Manufacturing Head & Whole-time Director of the Company, with effect from the close of business hours on 31st December, 2022, to pursue a regional role within BASF. The Board of Directors of your Company place on record its sincere appreciation for the valuable contributions made by Mr. Rajesh Naik during his tenure as the Manufacturing Head & Whole-time Director of the Company.

The Board of Directors of the Company at its Meeting held on 22nd November, 2022 appointed Mr. Anil Choudhary as the Manufacturing Head & Whole-time Director of the Company for a term of 5 years, effective 1st January, 2023, subject to the approval of the Members of the Company. Mr. Anil Choudhary has also been appointed as a Member of Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee, effective 1st January, 2023, in place of Mr. Rajesh Naik.

Mr. Anil Choudhary has completed his Bachelors’ in Mechanical Engineering and Post-Graduation in Marketing Management. He has been with BASF since 2004 and has held various leadership positions in BASF. He was earlier the Managing Director of BASF Catalysts India Private Limited. At the time of his appointment, Mr. Anil Choudhary was the Business Director of the Performance Materials business of the Company. Effective 1st January 2023, Mr. Anil Choudhary is responsible for the Materials, Industrial Solutions & Surface Technologies Business Segments of the Company. He is also responsible for all the manufacturing sites of the Company and has been appointed as an Occupier under the Factories Act, 1948 and the person responsible under the Legal Metrology Act, 2009.

The Members’ approval for the appointment of Mr. Alexander Gerding as the Managing Director and Mr. Anil Choudhary as the Manufacturing Head & Whole-time Director of the Company for a term of 5 years, respectively, effective 1st January, 2023 was obtained by way of Postal Ballot on 30th December, 2022.

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on 10th May, 2023, have recommended the re-appointment of Mrs. Shyamala Gopinath as Independent Director of the Company for a second term of five years from 23rd January 2024 to 22nd January 2029, subject to the approval of the Members of the Company, pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013, Dr. Carola Richter being eligible, offers herself for re-appointment as Director of the Company at the 79th Annual General Meeting of the Company to be held on 4th August, 2023.

As required under the SEBI Listing Regulations, the details of the Director(s) seeking re-appointment at the ensuing Annual General Meeting are provided on page no. 79 the Corporate Governance Report, forming part of this Annual Report.

Finance & Accounts

Your Company continued to optimize borrowing during the year by focusing on cash flows from operations and working capital management. Your Company had NIL borrowings as at the end of financial year 2022-2023.

Your Company continued to focus on managing cash efficiently and ensured that it had adequate credit lines from Company's bankers. Your Company’s debt equity ratio was Nil as at 31st March, 2023.

Capital Expenditure

Capital expenditure incurred during the year aggregated to Rs. 968.9 million.

Credit Rating

During the year, CRISIL Ltd re-affirmed the credit rating of ‘CRISIL AAA/Stable’ for the long term debt programme of your Company. The ratings on the Fixed Deposits and Commercial Paper have been re-affirmed at ‘FAAA/Stable’ and ‘CRISIL A1 ’, respectively.

Further, India Ratings and Research Private Limited has also maintained a credit rating of ‘IND A1 ’ for Commercial Paper Programme of Rs. 7,500 million of your Company.

Instruments with these ratings are considered to have the highest degree of safety regarding timely servicing of financial obligations & carry lower credit risk.

Fixed Deposits

During the year, your Company has not invited, accepted, or renewed any fixed deposits from the public and accordingly, there is no principal or interest outstanding in respect thereof.

Management Discussion and Analysis Report

In terms of the SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations.

A separate report on Corporate Governance as stipulated under the SEBI Listing Regulations along with a Certificate of Compliance from the Statutory Auditors, forms part of this Annual Report.

Corporate Social Responsibility

As required under the provisions of the Companies Act, 2013, the Board of Directors of your Company have constituted a Corporate Social Responsibility (CSR) Committee on 30th April, 2013.

Mr. Arun Bewoor, Mr. R. A. Shah, Independent Non-Executive Directors and Mr. Anil Choudhary, Manufacturing Head & Whole-time Director (effective 1st January, 2023) are presently the members of the CSR Committee.

Mr. Manohar Kamath, Director - Legal, General Counsel (India) & Company Secretary of the Company acts as the Secretary of the CSR Committee, effective 1st March, 2022.

The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under Schedule VII of the Companies Act, 2013.

During the year under review, two meetings of the CSR Committee were held on 3rd August, 2022 and 31st January, 2023 respectively to review and recommend to the Board of Directors, the CSR activities to be undertaken by the Company during the financial year 2022-2023.

Your Company was required to spend an amount of Rs. 86.0 million (Gross Amount) during the financial year 2022-2023 out of which an amount of Rs. 1.7 million was set-off i.e., excess amount spent towards CSR activities during the previous financial year 2021-2022. The net amount required to be spent / allocated towards CSR projects / activities during the financial year 2022-23 was Rs. 84.3 million.

The details of the ongoing CSR projects initiated by the Company mainly in the areas of Education, Water, Hygiene and Sanitation, are provided in Annexure I of this Report.

Business Responsibility & Sustainability Report

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report (“BRSR”) from financial year 2022-23 onwards.

Although the top 1000 listed entities were mandatorily required to publish BRSR from financial year 2022-23 onwards, your Company had published the said Report on a voluntary basis during the financial year 2021-2022.

In line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2022-23, as Annexure II, describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2022-2023 has also been hosted on the Company’s website, which can be accessed at www.basf.com/in

Vigil Mechanism

Your Company has established a Whistle Blower Policy for employees, Directors and third parties to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. This policy is available on the Company’s website and can be accessed at: https://bit.ly/basfwhistleblowerpolicy.

Directors’ Responsibility Statement

Your Directors confirm that:

(i) i n the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2023 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) t hey have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with sub-rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this Report as Annexure III.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency of disclosures, maintenance of higher governance standards and updation of the Independent Directors on key topics impacting the Company.

Policy on Directors’ appointment and remuneration

The policy on Directors’ appointment and remuneration including determination of the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, forms part of the Nomination & Remuneration Policy of the Company. This policy is available on the Company’s website and can be accessed at: https://bit.lv/basfnrc

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/N500016), Mumbai, have been re-appointed as Statutory Auditors of the Company for a further period of 5 years i.e., from the conclusion of the Annual General Meeting of the Company held on 3rd August, 2022 upto the conclusion of the Annual General Meeting to be held in the calendar year 2027. They have confirmed to the Company that they are not disqualified from continuing to act as Statutory Auditors of the Company.

Further, the provision with respect to annual ratification of appointment of Statutory Auditors has been removed by the Companies Amendment Act, 2017 and also from Companies (Audit and Auditors) Rules, 2014.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries, Mumbai (C.P. 1483), to conduct the Secretarial Audit of the Company for the financial year 2022-2023 and to furnish their report to the Board. The Secretarial Audit Report dated 10th May, 2023 forms part of this Report as Annexure IV.

Qualifications/Reservations in the Auditors’ Report & Secretarial Audit Report

There are no qualifications/reservations placed by the Statutory Auditors and the Secretarial Auditor in their respective Reports for the financial year ended 31st March, 2023.

Compliance with Secretarial Standards

Your Company has duly complied with the applicable Secretarial Standards (‘SS’) issued by the Institute of Company Secretaries of India relating to Meetings of the Board and its Committees ('SS1') and General Meetings ('SS2'), respectively, during the year under review.

Reporting of Frauds by Auditors

During the year under review, there have been no instances of fraud committed against the Company by its officers or employees, which were required to be reported to the Audit Committee / Board of Directors of the Company, by the Statutory Auditors or the Secretarial Auditor under Section 143(12) of the Companies Act, 2013.

Cost Audit

The Board of Directors, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, having Registration No. 000010, for conducting the audit of the cost accounting records maintained by the Company for the financial year 2023-2024. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from acting as the Cost Auditors of the Company.

Composition of the Audit Committee

As required by Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, details of which are provided in the Corporate Governance Report, forming part of this Annual Report.

Related Party Transactions

All related party transactions that were entered into by the Company during the financial year were on arms’ length basis. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Related Parties, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for transactions, which are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a

quarterly basis. The policy on Related Party Transactions, as approved by the Board, is available on the Company’s website and can be accessed at: https://bit.ly/basfrptpolicy. The Company has updated the policy on Related Party Transactions in line with the recent provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

Your Directors draw the attention of the Members to Note No. 49 of the Financial Statements, which sets out related party disclosures under the Indian Accounting Standards (IND AS).

Further, the disclosures as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2, form part of this Report, as Annexure V.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

During the financial year 2022-2023, your Company has placed Inter-Corporate Deposits with the following BASF Group Companies: -

i) BASF Chemicals India Private Limited - Rs. 450 million (outstanding Nil as on 31st March 2023)

ii) BASF Catalysts India Private Limited - Rs. 1,500 million (outstanding Rs. 1,500.9 million as on 31st March 2023)

Your Directors draw the attention of the Members to Note No. 49 of the Financial Statements, which sets out the disclosures under the Indian Accounting Standards (IND AS).

Weblink of Annual Return

The Annual Return of the Company for the financial year ended 31st March, 2023 in Form MGT-7 is available on the Company’s website and can be updated for FY 22-23 at: https://bit.ly/basfannualreturn22-23

Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, forms part of this Report as Annexure VI. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all the Members of the Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at manohar.kamath@basf.com and / or at the Registered Office address of the Company.

Prevention of Sexual Harassment at the Workplace

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels. Providing a safe and congenial work environment for all employees is an integral part of the Company's Code of Conduct.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has adopted a Policy for Prevention of Sexual Harassment at Workplace and has constituted an Internal Committee (IC). The names of the IC Members are displayed on the notice board in each office and manufacturing site. All employees as well as contract staff and trainees are covered by this policy. Allegations of sexual harassment reported are expeditiously and discreetly investigated and disciplinary action, if required, is taken in accordance with the policy.

There was no complaint of sexual harassment received during the financial year 2022-2023.

Training programs on prevention of sexual harassment at the workplace are also conducted at regular intervals. During the year under report, your Company conducted awareness programmes on the policy for its employees. Your Company had also rolled out an e-learning module to sensitize & create awareness amongst the employees of the Company on prevention of sexual harassment.

Risk Management

Your Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework. In the Board’s view, there are no material risks, which may threaten the existence of the Company. The Board also reviewed the implications of the recent geo-political crisis and the effects associated thereof on the Company.

Internal Financial Control Systems and their adequacy

Your Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Additional details on Internal Financial Controls and their adequacy are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

Significant and material orders passed by Regulators or Courts

Certain litigations pending with Regulators or Courts have been disclosed as Contingent Liabilities in Note no. 39 of the Notes to the financial statements for the financial year ended 31st March, 2023. There are no significant and material orders passed by the Regulators / Courts, which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company

While the COVID-19 pandemic has been left behind, the global crisis has escalated due to the ongoing geo-political crisis. Upon evaluation, there have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the f nancial year of the Company to which the f nancial statements relate and the date of this Report.

Board Meetings

Six (6) Board Meetings were held during the financial year 2022-2023 on the following dates:

(1) 9th May, 2022 (2) 3rd August, 2022

(3) 10th November, 2022 (4) 22nd November, 2022

(5) 31st January, 2023 (6) 27th March, 2023

Declaration of Independence

The Company has received declarations from all the Independent Non-Executive Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations as amended.

Other Disclosures

• The Company has not issued any shares with differential voting rights/ sweat equity shares.

• There was no revision in the Financial Statements for the financial year ended 31st March, 2022.

• There has been no change in the nature of business of the Company as on the date of this report.

• There are no proceedings fled against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-2023. Your Company has initiated action against few customers under the Insolvency and Bankruptcy Code, 2016.

Employee Relations

Your Directors place on record their sincere appreciation of the contribution made by the employees at all levels to the growth of the Company. Industrial Relations at all our manufacturing sites remained cordial.

Acknowledgments

The Board of Directors take this opportunity to thank BASF SE, Germany and all other stakeholders including customers, suppliers, bankers, business partners/associates, Central and State Governments, regulatory authorities and the society at large for their consistent support and co-operation to the Company. Your Directors thank the Members and investors for their confidence in the Company.

On behalf of the Board of Directors For BASF India Limited

PRADIP P. SHAH ALEXANDER GERDING

Chairman Managing Director

(DIN: 00066242) (DIN: 09797186)

Mumbai

Dated: 10th May, 2023