To
The Members,
Borosil Scientific Limited
Your Directors have immense pleasure in presenting the 341h
(Thirty Fourth) Annual Report on the business and operations of the Company together with
the Audited Standalone and Consolidated Financial Statements for the financial year ended
31s1 March, 2025.
FINANCIAL RESULTS
The Company's financial performance (Standalone and Consolidated) for
FY 2024-25 is summarized below:
(Rs.ln lakhs)
Particulars |
Standalone |
Consolidated |
|
For the Financial Year ended
31st March, 2025 |
For the Financial Year ended
31st March, 2024 |
For the Financial Year ended
31s* March, 2025 |
For the Financial Year ended
31st March, 2024 |
Revenue from Operation |
39,249.01 |
35,645.97 |
43,848.71 |
39,598.47 |
Other Income |
776.00 |
407.64 |
781.63 |
401.77 |
Profit for the year before
Finance Cost, Depreciation, Exceptional Items and Tax |
6,600.79 |
5,646.74 |
6,041.13 |
5,070.15 |
Less: Finance Cost |
77.73 |
141.51 |
154.56 |
270.17 |
Less: Depreciation and
Amortization Expenses |
1,691.36 |
1,506.35 |
1,847.45 |
1,644.87 |
Profit before Exceptional Items
and Tax |
4,831.70 |
3,998.88 |
4,039.12 |
3,155.11 |
Less: Exceptional Item |
- |
- |
- |
- |
Profit before tax |
4,831.70 |
3,998.88 |
4,039.12 |
3,155.11 |
Less: Tax Expenses |
1,330.04 |
852.95 |
1,366.80 |
806.96 |
Profit aftertax |
3,501.66 |
3,145.93 |
2,672.32 |
2,348.15 |
Other Comprehensive Income |
7 71 |
(17 17) |
(21.24) |
(20.64) |
Total Comprehensive Income for
the year |
3,509.37 |
3,128.76 |
2,651.08 |
2,327.51 |
The above figures are extracted from the Audited Standalone and
Consolidated Financial Statements prepared in accordance with accounting principles
generally accepted in India as specified under Sections 129 and 133 of the Companies Act,
2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and
other relevant provisions of the Act and guidelines issued by the Securities and Exchange
Board of India ("SEBI").
The Financial Statements as stated above are available on the Company's
website at Financials.
STATE OF AFFAIRS/ REVIEW OF OPERATIONS
a) Standalone
During the FY 2024-25, the Company achieved Revenue from Operations of
Rs.39,249.01 lakhs as against Rs.35,645.97 lakhs in FY 2023-24, representing a growth of
10.11%. The Profit before Finance Cost, Depreciation and Amortization expenses and
Exceptional Items for the year amounted to Rs.6,600.79 lakhs, representing EBITDA margin
of 16.82%, an increase by 16.90%, as compared to the previous financial year. The EBIT
margin of the Company during FY 2024-25 was 12.51%. The Company earned Other Income of
Rs.776.00 lakhs during FY 2024-25 as compared to Rs.407.64 lakhs in FY 2023-24 (mainly
from interest income and income from investments). The Company recorded Profit Before Tax
of Rs.4,831.70 lakhs in FY 2024-25 as compared to Rs.3,998.88 lakhs in FY 2023-24. Profit
After Tax (PAT) during FY 2024-25 was f3,501.66 lakhs as against Rs.3,145.93 lakhs in the
FY 2023-24, showing a growth of 11.31%. The effective tax rate for FY 2024-25, including
provisions for deferred tax was 27.53%, as compared to an effective tax rate of 21.33%
during FY 2023-24. As of 3131 March, 2025, the Company had net cash of
Rs.11,475.46 lakhs.
b) Consolidated
During the FY 2024-25, the Company achieved Revenue from Operations of
Rs.43,848.71 lakhs as against Rs.39,598.47 lakhs in FY 2023-24, representing a growth of
10.73%. The Profit before Finance Cost, Depreciation and Amortization expenses and
Exceptional Items for the year amounted to Rs.6,041.13 lakhs, representing EBITDA margin
of 13.78%, an increase by 0.97%, as compared to the previous financial year. The EBIT
margin of the Company during FY 2024-25 was 9.56%. The Company earned Other Income of
Rs.781.63 lakhs in FY 2024-25 as compared to Rs.401.77 lakhs in FY 2023-24 (mainly from
interest income and income from investments). The Company recorded Profit Before Tax of
Rs.4.039.12 lakhs in FY 2024-25 as compared to Rs.3,155.11 lakhs in FY
2023- 24. Profit After Tax (PAT) during FY 2024-25 was Rs.2,672.32
lakhs as against Rs.2,348.15 lakhs in the FY 2023- 24, showing a growth of 13.81%. The
effective tax rate for FY
2024- 25, including provisions for deferred tax was 33.84%, as compared
to an effective tax rate of 25.58% during FY 2023- 24. As of 3131 March, 2025,
the Company had net cash of Rs.10,633.75 lakhs.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS FROM
THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments affecting the
Company's financial position, between the end of the financial year and the date of this
Report.
DIVIDEND
The Board of Directors of the Company have not declared any dividend
for the year under review, to conserve the resources of the Company for its future growth.
The Company does not fall within the top 1000 listed entities based on
the market capitalziation as on 31s1 December, 2024. However, the Board of
Directors of the Company have voluntary adopted and approved the Dividend Distribution
Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), which has been
uploaded on the Company's website at Dividend Distribution Policy.
RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
HOLDING, ASSOCIATE AND JOINT VENTURE COMPANY
During the year under review and as on the date of this report, your
Company does not have any holding, associate / joint venture company.
SUBSIDIARY COMPANY
Goel Scientific Glass Works Limited ("GSGWL") continues to
remain a material subsidiary of the Company in terms of Regulation 16(c) of the SEBI
Listing Regulations. GSGWL is engaged in manufacturing and supply of industrial glass
process systems and laboratory glassware. Your Company holds 2,16,10,880 equity shares of
Rs.10 each (representing 99.03% of equity share capital) in GSGWL.
The Company has formulated a Policy for determining material
subsidiaries. The said policy is available on the Company's website and can be accessed at
Policy for Determining Material Subsidiaries.
PERFORMANCE OF SUBSIDIARY COMPANY - GSGWL During FY 2024-25, GSGWL
achieved a Revenue from Operations of Rs.4,928.08 lakhs as against Rs.4,415.18 lakhs in FY
2023-24, registering a growth of 11.61% on a year-on-year basis. The loss aftertax for FY
2024-25 stood at Rs.699.41 lakhs as against Rs.866.12 lakhs in FY 2023-24. Despite the
increase in revenue, GSGWL continued to report losses, although lower compared to the
previous year. The losses were primarily attributable to one-time expenses of provisions
for doubtful debts of Rs.1.63 crores and under-absorption of fixed overheads, which could
be recovered with higher sales.
A statement providing details of performance and salient features of
the financial statements of GSGWL, as per Section 129(3) of the Act, is provided as
Annexuretothe Consolidated Audited Financial Statement and therefore not repeated in this
Report to avoid duplication.
The audited financial statements of GSGWL, are available on the
Company's website and can be accessed at Subsidiary Financials.
CONSOLIDATED FINANCIAL STATEMENTS
in accordance with the provisions of the Act and SEBI Listing
Regulations read with ind AS - 110 - Consolidated Financial Statements, the Consolidated
Audited Financial Statement forms part of the Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Audited
Standalone and Consolidated Financial Statements of the Company along with relevant
documents and the Financial Statement of the Subsidiary Company are available on the
Company's website at
Financials and Subsidiary Financials.
Any member desirous of obtaining copies of the Financial Statement of
the Subsidiary Company may write an e-mail to bsI.secretari a l@ boros i I. com up to the
date of the ensuing Annual General Meeting ("AGM").
EMPLOYEES' STOCK OPTION SCHEMES
During the year under review, your Company implemented the following
Employee Stock Option Schemes, in compliance with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB
Regulations"):
¦ Special Purpose Employee Stock Option Plan 2023 ("SP -
ESOP 2023"); and
¦ Borosil Scientific Limited - Employee Stock Option Scheme
("BSL ESOS").
The Nomination & Remuneration Committee administers and monitors SP
- ESOP 2023 and BSL ESOS. The Company has obtained a certificate from M/s. Amogh Diwan
& Associates, Practicing Company Secretaries, Secretarial Auditor of the Company,
confirming that the ESOP Schemes viz. SP - ESOP 2023 and BSL ESOS have been implemented in
accordance with SBEB Regulations and the resolutions passed by the Board of Directors and
the Members, as applicable, respectively. This certificate will be available for
inspection by the Members during the AGM.
The details as required to be disclosed under Regulation 14 of SBEB
Regulations in respect of SP - ESOP 2023 and BSL ESOS, are available on the Company's
website at ESOP Disclosures.
SHARE CAPITAL
During the year under review, the paid-up equity share capital of the
Company has increased from Rs.8,87,96,392/- consisting of 8,87,96,392/- fully paid-up
equity shares of Rs.1/- each to Rs.8,89,33,303/- consisting of 8,89,33,303 fully paid-up
equity shares of Rs.1/- each, consequent to allotment of 1,36,911 equity shares of face
value of tV- each upon exercise of stock options under SP - ESOP 2023.
During the year under review, the Company has not issued shares with
differential voting rights, sweat equity shares, shares held in trust for the benefit of
employees where the voting rights are not exercised directly by the employees, debentures,
bonds or any non- convertible securities and warrants.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as required in terms of SEBI Listing Regulations, forms part of this Report as
'Annexure - A'.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements and transparency in all
its dealings and places high emphasis on business ethics.
A Report on Corporate Governance as per Regulation 34 read with
Schedule V to the SEBI Listing Regulations along with the Compliance Certificate from the
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No. 101720W/
W100355), Statutory Auditor of the Company confirming compliance with the conditions of
Corporate Governance forms part of the Annual Report.
The Board of Directors of the Company have adopted a Code of Conduct
and the same has been hosted on the Company's website at Code of Conduct. The Directors
and senior management personnel have affirmed their compliance with the Code of Conduct
for the financial year ended 3191 March, 2025.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company does not fall within the top 1000 listed entities based on
the market capitalization as on 3191 December, 2024. Hence, during the year
under review, in terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the
requirement of Business Responsibility and Sustainability Report ('BRSR') is not
applicable to the Company.
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company transferred an amount of
T15,65,213.68, arising out of the sale proceeds of fractional entitlement from the
Composite Scheme of Arrangement amongst Borosil Limited ("Demerged Company" /
"BL") and the Company ("Resulting Company" / "Transferee
Company") and Borosil Technologies Limited ("Transferor Company" /
"BTL") ("Scheme") to Investor Education and Protection Fund. The
details of shares lying in the unclaimed suspense account and unclaimed suspense escrow
account are disclosed in the Corporate Governance Report, which forms part of this Annual
Report.
BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION, ETC.
Board of Directors
During the year under review, the Board, based on the recommendation of
the Nomination & Remuneration Committee, and after taking into account the expertise
and experience, re-appointed Mr. Kewal Kundanlal Handa (DIN: 00056826) and Mrs. Anupa
RajivSahney (DIN: 00341721), as Independent Directors on the Board of your Company, for
second term of 5 consecutive years commencing from 131 March, 2025. The Members
approved the said re-appointments through the resolutions passed by Postal Ballot with
requisite majority on 23rd January, 2025.
In terms of the Regulation 17(1 A) of the SEBI Listing Regulations,
consent of the Members by way of Special Resolution is required for continuation of a
Non-Executive Director beyond the age of 75 years. Mr. Pradeep Kumar Kheruka (DIN:
00016909), Non-Executive Director of the Company, will attain the age of 75 years on 23rd
July, 2026, and accordingly, the Board, on the recommendation of the Nomination &
Remuneration Committee, has recommended the continuation of Mr. Pradeep Kumar Kheruka as a
Non-Executive Director of the Company even after attaining the age of 75 years, liable to
retire by rotation.
Further, in accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Shreevar Kheruka (DIN: 01802416), Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
have offered himself for re-appointment. The Board of Directors of the Company, based on
the recommendation of the Nomination & Remuneration Committee, have recommended his
re-appointment.
The resolution seeking Member's approval for the above appointment /
re-appointment of Directors along with the disclosures required pursuant to Regulation 36
of the SEBI Listing Regulations and the Secretarial Standards-2 on General Meetings forms
part of the Notice of the ensuing 341h AGM.
Independent Directors & declaration of their Independence
The Company has 3 (three) Independent Directors, namely, Mr. Kewal
Kundanlal Handa, Mrs. Anupa Rajiv Sahney and Mr. Chandra Kishore Mishra.
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, in
terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.
The Board of Directors of the Company have taken on record the
declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. The Independent Directors have also confirmed that
they have complied with Schedule IV to the Act and the Company's Code of Conduct. There
has been no change in the circumstances affecting their status as Independent Directors of
the Company. The Board of Directors believes that the Company's Independent Directors are
distinguished professionals, possessing deep expertise and extensive experience across a
broad range of areas. They uphold the highest standards of integrity and maintain their
independence from the management.
The Company has also received confirmation from the Independent
Directors of the Company regarding the registration of their names in the databank
maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Familiarization Program for Independent Directors
The details of familiarization program conducted for Independent
Directors are provided in the Corporate Governance Report, which forms part of this Annual
Report.
Number of Board Meetings
During the year under review, four (4) meetings of Board of Directors
were held i.e. on 2191 May, 2024,131h August, 2024,121h
November, 2024, and 111h February, 2025. The Director's attendance is detailed
in the Corporate Governance Report, which forms part of this Annual Report.
Board Evaluation
The Company has devised a framework for performance evaluation of the
Board, its Committees and Individual Directors including Independent Directors, in
compliance with the provisions of
Sections 134 & 178 of the Act, Regulation 17(10) of the SEBI
Listing Regulations and the Nomination and Remuneration Policy of the Company.
Structured questionnaires were circulated for providing feedback on the
functioning of the Board, its Committees & Individual Directors, including Chairman
and Independent Directors. The observations and feedback from the Directors were discussed
and the summary of the same was presented to the Board.
Evaluation criteria included attendance, participation, integrity,
knowledge, independence, and overall contribution to governance. The Board's and
Committee's evaluation focused on structure, independence, governance, compliance,
strategic oversight, effectiveness and decision-making.
The Directors expressed their satisfaction with the evaluation process
and the performance evaluation of the Board, its Committees and Directors including
Independent Directors.
KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Vidhi Sanghvi, Company Secretary and
Compliance Officer of the Company and Mr. Rajesh Agrawal, Chief Financial Officer of the
Company stepped down from their respective positions w.e.f. 2131 May, 2024 and
13* August, 2024, respectively.
The Board of Directors, at their Meeting held on 2131 May,
2024 and 13* August, 2024, appointed Mr. Sanjay Gupta, as Company Secretary and Compliance
Officer of the Company and Mr. Somnath Billur as Chief Financial Offer of the Company,
respectively.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION ETC.
The Company has devised and adopted, inter alia, a policy on
Director's appointment and remuneration including Key Managerial Personnel, Senior
Management and Other Employees. This policy outlines the guiding principles for the
Nomination & Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, while considering their
appointment as Directors of the Company and that remuneration is directed towards
rewarding performance based on individual as well as organizational achievements and
industry benchmarks.
The aforesaid policy is available on the website of the Company at
Nomination and Remuneration Policy.
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse Board
in its success. The Company believes that a truly diverse Board will leverage differences
in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical backgrounds, age, ethnicity, race and gender, which will help the Company
retain a competitive advantage. The Policy on the Diversity of the Board of Directors
adopted by the Board, sets out its approach to diversity.
COMMITTEES OF THE BOARD
As on 3131 March, 2025, the Board has following statutory
Committees according to their respective roles and defined scope:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
During the year under review, the Board of Directors accepted all
recommendations made by the Committees of the Board, with no instances of non-acceptance.
The details of composition of the Board and its Committees, number of
meetings held, attendance of Board and Committees Members at such meetings, including the
terms of reference of the Committees are provided in the Corporate Governance Report,
which forms part of this Annual Report.
The composition and terms of reference of all the Committees of the
Company are in line with the provisions of the Act and the SEBI Listing Regulations.
RISK MANAGEMENT
Amid continuous shift in business paradigm marked by geopolitical
shifts, technological disruptions, regulatory changes, and market volatility, effective
risk management has become essential for sustainable business performance. The Company
acknowledges the range of potential risks and remains committed to proactively managing
such risks to facilitate the achievement of business objectives.
With this context in mind, the Company has developed and adopted an
Enterprise Risk Management ("ERM") Policy and framework, benchmarked with
leading international risk management standards such as ISO 31000:2018 and Committee of
Sponsoring Organization of the Treadway Commission ("COSO") - 2017 ERM
Integrated Framework. The ERM Policy and Framework outlines the roles and responsibilities
of key stakeholders across the organization to strengthen risk governance; establishes
processes of risk management viz.. Risk Identification, Assessment, Prioritization,
Mitigation, Monitoring and Reporting, and facilitates a coordinated and integrated
approach for managing Risks & Opportunities across the organization. The management
teams across businesses and functions analyzes risks in their operations and related to
their strategic objectives, at least bi-annually, considering bottom up risk assessment,
an external outlook and top management input.
In accordance with the provisions of Regulation 21 of the SEBI Listing
Regulations, the Board has voluntarily formed a Risk Management Committee. The Risk
Management Committee conducts integrated risk and performance reviews on bi-annual basis
along with the Senior Executives engaged in different business divisions and functions.
The Committee reviews the top identified enterprise level risks and the
effectiveness of the existing controls and developed mitigation plans to provide feedback
and guidance on treatment and mitigation of the existing and emerging risks. The Risk
Management Committee has also adopted the practice of reviewing Key Risk Indicators (KRls)
to facilitate in-depth analysis of the identified risks, evaluating the adequacy of
existing risk management systems and advising for any additional actions and areas of
improvement required for effective implementation of the ERM Policy and Framework. The
Committee also ensures the allocation of sufficient resources for the business to
effectively mitigate key risks and ensure that business value is safeguarded and enhanced
consistently. The overall ERM program developed by the Company rests on the foundation of
continuous training and development of employees across all the levels on risk management
practices
to enhance the awareness of ERM framework and foster a culture of risk
informed decision-making. The Company is resolute in its efforts to keep the Risk
Management Policy efficient and relevant. In line with this commitment, a comprehensive
review of theexisting ERM Policy was undertaken during the year and the revised policy was
reviewed and approved by the Risk Management Committee.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
Your Company has robust framework for identification and monitoring of
all related party transactions. Any potential or actual conflict of interest that may
arise because of entering into such transactions are promptly informed to the Audit
Committee. The Company's Policy on Related Party Transactions, as approved by the Board,
is available on the website of the Company and can be accessed at Policy on Related Party
Transactions.
During the year under review, all contracts / arrangements /
transactions entered by the Company with related parties were in the ordinary course of
business and on arm's length basis. Contracts / arrangements / transactions were entered
into with related parties in accordance with the Policy on Related Party Transactions.
The Company had not entered into any contract / arrangement /
transaction with related parties which is required to be reported in Form No. AOC-2 in
terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.
Members may refer to the notes on Related Party Transactions forming
part of Standalone Financial Statement which sets out the disclosures pursuant to ind AS.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes in inclusive growth to facilitate creation of a
value based and empowered society through continuous and purposeful engagement with
society. All our CSR initiatives are approved by the CSR Committee in line with the
Company's CSR Policy and is reviewed periodically.
The details of contribution made by the Company during the year under
review towards the CSR activities are as under:
Sr.
No. |
CSR Project or activity |
Amount spent during FY
2024-25 (Rs. in lakhs) |
1 |
Promoting health care
including preventive health care - contribution to Shree Sardar Vallabhbhai Patel Rotary
General Hospital for development & enhancement of the Urology Department |
37.00 |
TOTAL |
37.00 |
The Annual Report on CSR activities in terms of Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014 is attached herewith as an 'Annexure -
B' to this Report. For other details regarding the CSR Committee, please refer to the
Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is
uploaded on the website of the Company and can be accessed at CSR Policy.
ANNUAL RETURN
The Annual Return of the Company in Form MGT-7 as on 3131
March, 2025 for FY 2024-25 as per provisions of the Section 92(3) read with Section
134(3)(a) of the Act and the Rules framed thereunder, is available on the Company's
website and can be accessed at
Annual Return.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company promotes safe, ethical and compliant conduct across all its
business activities and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has established a robust Vigil Mechanism and Whistle Blower / Vigil
Mechanism Policy in accordance with the provisions of the Act and the SEBI Listing
Regulations to deal with instances of fraud and mismanagement. Employees and other
stakeholders are encouraged to report actual or suspected violations of applicable laws
and regulations and the Code of Conduct. Additional details about the Whistle Blower /
Vigil Mechanism Policy of the Company are explained in the Corporate Governance Report,
which forms part of this Annual Report.
A Whistle Blower / Vigil Mechanism Policy is available on the Company's
website and can be accessed at Whistle Blower / Vigil Mechanism Policy.
AUDITORS AND AUDITORS' REPORT Statutory Auditor
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration No.101720W/W100355) were appointed as Statutory Auditor for a term of 5
(five) consecutive years at the 32nd Annual General Meeting held on 17,h
August, 2023. The Auditor has confirmed that they are not disqualified from continuing as
Auditor of the Company.
The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer. The Notes to the financial statements referred in the
Auditors' Report are self-explanatory and do not call for any further comments.
Cost Records and Audit
During the year under review, maintenance of cost records and the
requirement of cost audit, as prescribed under the provisions of Section 148 of the Act
and Rules made thereunder, did not apply to the Company.
Secretarial Auditor
The Board has appointed M/s. Amogh Diwan & Associates, Practicing
Company Secretaries, to conduct the Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year ended 31s1 March, 2025 is annexed and
marked as Annexure - C' to this Report. The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or disclaimer.
The Secretarial Audit report of the Company's material subsidiary i.e.
Goei Scientific Glass Works Limited is also annexed and marked as Annexure - Cl ' to
this Report.
Pursuant to the amended provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, based on
the recommendation of the Audit Committee, have approved and recommended the
appointment of M/s. Amogh Diwan & Associates, Peer Reviewed Firm of
Company Secretaries in Practice (Firm Registration Number: S2019MH668700) as Secretarial
Auditor of the Company for a term of upto 5 (five) consecutive years, to conduct the
secretarial audit for the financial years 2025-26 up to 2029-30, for approval of the
Members at ensuing AGM of the Company.
Brief resume and other details of M/s. Amogh Diwan & Associates are
separately disclosed in the Notice of ensuing AGM. The resolution seeking approval of the
Members fortheappointment of M/s. Amogh Diwan & Associates, for a term of 5
consecutive years, has been incorporated in the Notice of the ensuing AGM.
REPORTING OF FRAUD
During the year under review, the Statutory and Secretarial Auditor
have not reported any instances of frauds committed in the Company by its officers or
employees, to the Audit Committee under Section 143(12) of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the disclosures provided in the Annual Accounts and as per the
discussions with the Statutory Auditor of the Company, the Board of Directors confirm
that:
a) in the preparation of the annual accounts for the year ended 3191
March, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed and there were no material departures from the
same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 3191
March, 2025 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Control system commensurate
with its size and nature of business. The internal control systems are designed to ensure
that the financial statements are prepared based on reliable information and wherever
possible, the key internal financial controls have been automated. The Company has also
engaged a third party to review the existing internal financial controls and suggest
necessary improvements / enhancements to strengthen the same. Internal Audits are
continuously conducted by internal audit team of the
Company and internal Audit Reports are reviewed by the Audit Committee
on quarterly basis.
PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES
PROVIDED AND INVESTMENTS MADE
Particulars of loans given by the Company during the year under review
are provided in 'Annexure - D' to this report. Members may refer to the notes forming part
of Standalone Financial Statement.
The Company has not made any investments nor provided any guarantee/
security during the year under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment at work place, which is in line with the requirements of
the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act") and Rules made thereunder. All employees (permanent,
contractual, temporary and trainees) are covered under this Policy. The Company has
constituted Internal Complaint Committees for its various offices & plants under
Section 4 of the POSH Act to redress and resolve any complaints arising under the said
Act. The Company has submitted the necessary reports to the concerned authority(ies)
confirming the same.
PARTICULARS OF EMPLOYEES AND ITS RELATED
DISCLOSURES
The disclosures pertaining to remuneration and other details as
required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as
'Annexure - E' to this report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of
remuneration drawn and names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules, forms part of this Report. In
accordance with the provisions of Section 136 of the Act, this Annual Report and the
Audited Financial Statements are being sent to the Members and others entitled thereto,
excluding the aforesaid statement. The said statement is available for inspection
electronically by the Members of the Company. Any Member interested in obtaining a copy
thereof may write to the Company Secretary at bs I. secreta ri a l@ boros i I. com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to the conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under Section
134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the
financial year ended 3191 March, 2025 is provided in 'Annexure - F' to this
Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General
Meetings', respectively, issued by the Institute of Company Secretaries of India.
OTHER DISCLOSURES
a) There has been no change in the nature of business of the Company
during the year under review.
b) No Director of the Company is in receipt of any remuneration or
commission from any of its subsidiaries, except for the sitting fees for attending the
Board and Committee Meetings of Subsidiary Company.
c) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
d) The Company does not have any scheme or provision of providing money
for the purchase of its own shares by employees or by trustees for the benefit of
employees.
e) The Company has not accepted any deposits from the public falling
within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed
thereunder.
f) There has been no issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and except Employees' Stock Options Schemes
referred to in this Report.
g) There has been no application made or proceeding pending underthe
Insolvency and Bankruptcy Code, 2016, as amended from time to time.
h) There was no instance of onetime settlement with any Bank or
Financial Institution.
APPRECIATIONS AND ACKNOWLEDGMENT
The Directors appreciate the hard work, dedication, and commitment of
all the employees of the Company. The Directors extend their sincere gratitude to the
members, government and regulatory authorities, banks, rating agencies, stock exchanges,
depositories, auditors, customers, vendors, business partners, suppliers, distributors,
communities in the neighborhood of the Company's operations and other stakeholders for
their continuous support and the confidence they have placed in the Management.
|
For and on behalf of
the Board of Directors |
|
Kewal Kundanlal Handa |
Vinayak Madhukar Patankar |
Place: Mumbai |
Chairman |
Whole-time Director & CEO |
Date: 2191 May, 2025 |
DIN: 00056826 |
DIN: 07534225 |