Dear Members,
Your Directors are pleased to submit their 37th Annual Report of the business
operations together with the Audited Financial Statements of the Company for the year
ended 31st March 2024:
1. OVERVIEW OF FINANCIAL RESULTS
(Rs In Lakhs)
|
2023-2024 |
2022-2023 |
Sales |
28203 |
24440 |
Other Operating Income |
135 |
36 |
Revenue from Operations |
28338 |
24476 |
Other Income |
148 |
182 |
Total Income |
28486 |
24658 |
Less: Materials Consumed |
19277 |
16621 |
Employees Remuneration & Benefits |
1639 |
1314 |
Manufacturing, Administrative, Selling & Other Expenses |
3379 |
3426 |
Total Expenses |
24295 |
21361 |
Operating Profit (EBITDA) |
4191 |
3297 |
Less: Finance Cost |
779 |
744 |
Profit Before Tax & Depreciation |
3412 |
2553 |
Less: Depreciation |
738 |
645 |
Net Profit Before Tax |
2674 |
1908 |
Less: Tax Expense |
|
|
Current Tax Expense |
755 |
481 |
Deferred Tax |
34 |
69 |
Prior Year Tax Adjustments |
- |
(8) |
Net Profit after Tax |
1885 |
1366 |
Other Comprehensive Income |
|
|
Add: Remeasurements of post-employment benefit obligation |
(43) |
19 |
Income tax related to items that will not be reclassified to profit or loss |
12 |
(6) |
Total Comprehensive Income for the period |
1854 |
1380 |
Earnings per share |
|
|
Basic & Diluted |
25.63 |
18.58 |
In the preparation of the financial accounts and the statements, the Company has
followed the Companies (Indian Accounting Standards) Rules 2015, as amended.
2. INTERIM DIVIDEND
During the year, the Board of Directors declared and paid an interim dividend @ of Rs.
1.20/- (previous year - Nil) per equity share on the face value of Rs. 10.00/- each to the
Shareholders whose name appeared on the Register of Members as on 22nd February 2024,
being the record date fixed for this purpose. Interim Dividend absorbed a sum of Rs. 88.24
Lakhs out of the net profits after tax for the financial year 2023-24.
3. FINAL DIVIDEND
Based on the Company's performance, your Directors are pleased to recommend for
approval of Members a final dividend @ of Rs. 1.20/- (previous year - Rs. 2) per equity
share of the face value of Rs. 10.00/- each for the financial year 2023-24. Dividend, if
approved, aggregating to Rs. 88.24 lakhs, will be paid to those Members whose name appear
on the Register of Members on 31st July 2024.
The total dividend is Rs. 2.40 [Previous Year - Rs. 2.00] for the financial year
2023-24, including the Interim dividend @ Rs. 1.20/- per Equity Share and Proposed Final
Dividend @ Rs. 1.20/- per share per equity share of the face value of Rs. 10.00/- each.
TRANSFER TO RESERVE
There is no amount proposed to be transferred to General Reserves out of the profit for
the Financial Year 2023-24.
4. MANAGEMENT'S DISCUSSION AND ANALYSIS: F.Y. 2023-2024
I. Industry Structure & Development: -
The chemical industry is a key enabler for other industries. As chemicals are used in
varying proportions by every industry (rightly from electronics to paints, from
pharmaceuticals to cosmetics), without chemicals, sustainable development of other sectors
is not possible.
The chemical industry is a crucial constituent of the growing Indian economy, providing
the key material for several industries. The Company operates only in one Segment, namely
'specialty chemicals. Specialty chemicals are chemical products which provide a wide
variety of effects on which many other industry sectors rely.
Specialty chemicals, which comprise of low volume, high value chemicals with specific
applications, constitute a significant part of the Indian chemical industry and are
targeted towards specific end-use applications.
Specialty chemicals are produced by a complex, interlinked industry. In the strictest
sense, specialty chemicals are chemical products that are sold based on their performance
or function, rather than their composition. Products and services in the specialty
chemicals industry require intensive knowledge and ongoing innovation.
The Company is engaged in the manufacture and sale of a wide range of specially
formulated and customized products with application across diverse sectors like Home &
Personal Care, Industrial Formulations, Paints & Coatings, Agrochemicals etc. The
Company is a leading player in the surfactant and specialty functional chemicals business,
has deep experience in handling critical chemical processes. Company's customers are well
recognized and located not only in India but all over the world including in America,
Europe, Far- East etc.
Our customers represent a wide range of Industries such as Metal Treatment, Wire
Insulation Enamel, PVC stabilizers, Inks, Colours, Coatings, Textiles, Agro Chemicals,
Polymers, Plastics, Rubber, Latex, Tyre and Tubes, Conveyor belts, Lubricants, Additives,
Home care, Cosmetic, Soaps detergents, Fertilizers and many more.
Our customers are always seeking innovative products formulations for their current
process needs, which are fulfilled by the Company's Product Development, knowledge &
experience.
Details of Company's main products and its end use applications are as below:
Products |
End use Applications |
THEIC |
THEIC is available as a powder as well as in noodles form. Its end- use includes
applications as heat stabilizers and PVC stabilizer. |
Ethoxylates & Propoxylates |
Used as dispersing agents in paper & pulp industry, emulsifiers in dye
manufacture, means for dissolution and floatation, constituents of agro insecticides and
herbicides, and in many other industrial applications. These products have applications as
low-foaming nonionic surfactants and have excellent wetting and dispersing properties. |
Antioxidants |
The aminic antioxidants market has been segmented on the basis of application into
plastic processing, rubber processing, fuel & lubricants and adhesives. |
HQEE |
HQEE is a specialty elastomer and crosslinking agent used as a chain extender for
polyurethanes (PU). It is well suited for finishing and improving properties of materials. |
BC 700 |
Used as a matting and effects agent for the paint and varnish industry. |
II. Operating and Financial Performance of the Company
(Rs In Lakhs)
|
F.Y. 2023-2024 |
F.Y. 2022-2023 |
Change over Previous year |
i) Exports |
6503 |
8524 |
(23.71%) |
ii) Domestic |
21700 |
15916 |
36.34% |
iii) Other Operating Income |
135 |
36 |
275.00% |
Revenue from Operation |
28338 |
24476 |
15.77% |
Other Income |
148 |
182 |
(18.68%) |
Total Income |
28486 |
24658 |
15.52% |
Domestic sales increased by 36.34% from Rs. 15,916 lakhs to Rs. 21,700 lakhs and export
sales went down by 23.71% from Rs. 8,524 lakhs in 2022-23 to Rs. 6,503 lakhs in 2023-24.
The main reason for decrease in export was mainly on account of ongoing Russia -
Ukraine conflict and escalation of the conflict in Middle east. Overall, there was
increase in total income as compared to last year.
The major change was in the sales of Ethoxylates based products where sales value went
up as compared to last year. In the case of Ethoxylates, Propoxylates and Theic based
products volume has remained same but we could acheive higher price realization as
compared to last year.
III. Outlook
The year began with cautious optimism, as economic activities showed signs of gradual
recovery. Manufacturing growth in India remains predominantly influenced by domestic
consumption and investment trends. Specialty chemicals finds applications across consumer,
industrial and infrastructure segments are driven by the overall growth of the Indian
economy.
The growth for specialty chemicals is driven by both domestic consumption and exports.
Specialty chemicals finding applications across consumer, industrial and infrastructure
segments are driven by the overall growth of the Indian economy. The Company anticipates
that demand for its products will align with the overall economic growth path. Technology
& Innovation will play a major role in growth. Even though our company's product
profile is part of essential chemicals, the demand for these largely depend on how Indian
and Global economy cops with ongoing escalation of conflict.
Volatile demand, operational and supply chain disruptions, availability and pricing of
raw material, potentially tightening credit markets and the health of workforce remains
the main concern.
With the completion of CAPEX projects pertaining to (a) capacity enhancement of
existing Antioxidant plant capacity and debottlenecking of EO/Theic unit & automation
and (b) Debottlenecking and modernizing the Ethoxylates facility, the Company remains
positive of increased sales.
The Company's products continue to be well received by world's leading users of
specialty chemicals for a diverse range of industrial applications. The Company has been
recognized as a reputable and dependable supplier to many Indian and global consumers of
specialty products developed in-house.
IV. Risks and Concerns
The capabilities and the skills of organizations continue to be challenged due to
ongoing Russia- Ukraine conflict and escalation of the conflict in Middle east. The
conflicts have resulted in a sharp increase in commodity prices, exacerbating the already
surging global inflation. Other risks like Volatility in market demand, forex
fluctuations, changes in regulatory requirements and disruption in supply chain will
continue to have impact going forward.
The Company has laid down a well-defined Risk Management Framework covering the risk,
risk exposure, potential impact and risk mitigation process. The Present and future risks
are reviewed by the management of the Company at regular intervals. Adequate risk
management is a key success factor, to mitigate risks associated with the solutions we
provide. Major risks identified by the business and functions are systematically addressed
by taking corrective actions on a continuous basis. These are discussed at the Audit
Committee and Board Meetings.
Major risk arises from main raw material viz., Ethylene Oxide (EO). There may be
availability risk associated with EO which however, is currently and consistently
available from one manufacturer in the country. If there is an issue with the supply of
EO, production of several products would be affected.
The Company is committed to protecting the environment, and ensuring the health and
safety of its employees, customers, neighbors and public. Some of our major raw materials
are hazardous and flammable and some safety risks are inherent in the manufacturing
processes. The Company has ensured that required process controls, safety equipment's and
infrastructure are in place as per statutes and global safety standards.
V. Internal Financials Controls and their adequacy
Internal checks and controls covering operations of the Company are in place and are
constantly being improved upon. The Company has laid down internal financial controls to
be followed and such policies and procedures adopted are for ensuring the orderly and
efficient conduct of its business, including adherence to Company's policies, safeguarding
its assets, the prevention and detection of frauds and errors, accuracy and completeness
of the accounting records, and timely preparation of reliable financial information.
During the year, the internal and statutory auditors of the Company have reviewed the
effectiveness and efficiency of these controls and procedures. On the basis of the said
assessments, the Board is of the view that the Internal Financial Controls operate
effectively and no material weaknesses exist.
VI. Key Financial Ratios
Key Ratios |
2023-24 |
2022-23 |
Change |
Current Ratio1 |
0.88 |
1.47 |
(40.40%) |
Debt Equity Ratio2 |
1.04 |
1.17 |
(11.00%) |
Debt service Coverage Ratio3 |
2.59 |
2.92 |
(11.51%) |
Return on Equity Ratio4 |
25.44% |
22.83% |
11.41% |
Inventory Turnover Ratio |
7.12 |
7.44 |
(4.40%) |
Trade Receivable Turnover Ratio |
6.44 |
6.01 |
7.71% |
Trade Payable Turnover ratio |
6.19 |
6.08 |
1.80% |
Net Capital Turnover Ratio5 |
(19.40) |
8.20 |
(336.64%) |
Net Profit Ratio4 |
6.65% |
5.58% |
19.16% |
1 Due to increase in Current maturities of long-term borrowings.
2 Networth improved.
3 Increase in profit whereas also increase in finance cost.
4 Improvement in profitability.
5 Mainly due to increase in Current maturities of long-term borrowings thereby
reduction of working capital.
VII. Human Resources
Employee relationships at all levels, continued to be satisfactory during the year. The
management would like to place on record its appreciation of the dedicated and strong
support provided to your Company, by its employees at all levels. The number of employees
on the roll as on 31st March 2024 was 189.
(The statement in this report including Management's Discussions & Analysis Report
reflects Company's projections, estimates, expectations, or predictions. These may be
forward-looking statements within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied since
your Company's operations are influenced by many external and internal factors, beyond the
control of the Company.)
5. DISCLOSURES UNDER COMPANIES ACT 2013
I. Corporate Social Responsibility
The Board has approved the CSR policy of the Company which is published on the
Company's website at https://sunshieldchemicals.com/wp-
content/uploads/2021/12/CSR-Policy.pdf
CSR activities of the Company are carried directly and through Non-Government
Organizations, who have track record of minimum of 3 years in carrying out the activities,
and other criteria's as prescribed under Section 135 of the Companies Act, 2013 read with
Schedule VII and Companies (Corporate Social Responsibility Policy) Rules 2014, as amended
from time to time.
The Board Report on CSR is annexed herewith as Annexure I.
II. Energy, Technology & Foreign Exchange
Information sought under the provisions of Section 134 (3) (m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo are given in the
Annexure II, forming part of this report.
III. Annual Return
The Annual Return has been placed on the website of the Company and can be accessed at
https://sunshieldchemicals.com
IV. Changes In The Share Capital
There is no change in the share capital of the Company during the financial year under
review. The paid-up equity share capital as on 31st March 2024 was Rs. 735.31 lakhs,
comprising of 73,53,060 equity shares of face value of Rs. 10.00/- each.
V. Number of Board Meetings
The Board meets at regular intervals to discuss and decide on business policies and
strategy apart from regular Board business. During the financial year under review, the
Board of Directors met 4 times. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.
The details of the Board meetings and the attendance of Directors are provided in the
Corporate Governance Report.
VI. Composition of Audit Committee
The Audit committee comprises of Mr. Ajit Shah who is the Chairman of the Committee,
Mrs. Aruna Soman. Mr. R L Shenoy, Mr. Cyrus Poonevala and Mr. Jeet Malhotra. During the
financial year under review, the audit committee met 4 times. More details on the
committee are given in the Corporate Governance Report.
All the recommendations of the audit committee are accepted by the Board.
VII. Board Independence
The definition of Independence of Directors is derived from Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and Section 149(6) of the Companies Act, 2013. Based on the
confirmation/ disclosures received from the Independent Directors and on evaluation of the
relationships disclosed, the following NonExecutive Directors are Independent in terms of
Regulation 16 of the Listing Regulations, and Section 149(6) of the Companies Act, 2013;
1. Mr. R L Shenoy
2. Mr. Ajit Shah
3. Mrs. Aruna Soman
4. Mr. Cyrus Poonevala
In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the
Independent Directors met on 26th March 2024 to discuss inter alia issues as prescribed
under the schedule IV of the Companies Act, 2013.
VIII. Annual Evaluation By The Board
In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of
Listing Regulations, the Board has carried out the annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of Committees. A
structured questionnaire was prepared covering various aspects of the Board's functioning
such as adequacy of composition of Board and committees, Board communication, timeliness
and unbiased information of right length and quality of information, Board culture,
execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as attendance
and participation in the discussion and deliberation at the meeting, understanding role
and responsibilities as board member, demonstration of knowledge, skill and experience
that make him/her a valuable resource for the board.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Executive Directors was
carried out by the Independent Directors. The Board appreciated the contributions of all
Directors in the working of the Company on the basis of evaluation carried out.
IX. Director Remuneration Policy
The Remuneration Policy of the Company is hosted on the website of the company at the
following web link:
https://sunshieldchemicals.com/wp-content/uploads/2021/12/Remuneration-Policy.pdf
X. Comments on Auditors Report
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. CNK & Associates LLP, Chartered Accountants, Statutory Auditors, in their report
and by M/s. P. Naithani & Associates, Company Secretaries, in their Secretarial Audit
report.
XI. Related Party Transactions
All the related party transactions are entered on arm's length basis and are in
compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant related party transactions entered into
by the Company with Promoters, Directors or KMP etc., which may have potential conflict
with the interest of the company at large.
All related party transactions are first approved by the Audit Committee and thereafter
placed before the Board for their information.
A statement of all related party transactions is presented before the Audit Committee
meeting on quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
Since there are no material related party transactions and also all the transactions
with related parties are at arm's length and in the ordinary course of business, no
transactions are required to be reported in Form AOC - 2. Note No. 35 in the notes to
financial statements provides the details of all the related party transactions.
The Related Party Transaction Policy is uploaded on the company's website at http:
https://sunshieldchemicals.com/wp-content/ uploads/2023/03/RTP-Policy.pdf
XII. Material Changes and Commitments Affecting The Financial Position of The Company
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the Financial Statements relate and the date of the report.
XIII. Vigil Mechanism
The Company has established a vigil mechanism for Directors and Employees to report
their genuine concerns in compliance with provision of section 177 (10) of the Companies
Act 2013 and Regulation 22 of Listing Regulations.
The Audit Committee of the Board oversees the functioning of this policy. Protected
disclosures can be made by a whistle blower through several channels to report actual or
suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy. There
have been no instances of denying any personnel seeking access to the Chairman of the
Audit Committee
The details of the policy have been disclosed on the Company's website at
https://sunshieldchemicals.com/wp-content/ uploads/2021/12/Whistle-Blower-Policy.pdf
XIV. Corporate Governance
Detailed report on the Corporate Governance, forms part of this Report. A certificate
from M/s. P. Naithani & Associates, Company Secretaries, regarding compliance of
conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V
of Listing Regulations is annexed to the said Report.
6. BOARD OF DIRECTORS COMPOSITION
The composition of the Board of Directors of the Company is in complete conformity with
the requirements of Listing Regulations and Companies Act 2013. The details of the Board
of Directors, as on date of this report are as under:
Sr. no. |
Name of Director |
Category of Directorship |
1. |
Mr. R L Shenoy |
Non-Executive Chairman and Independent Director |
2. |
Mr. Ajit Shah |
Non-Executive Independent Director |
3. |
Mrs. Aruna Soman |
Non-Executive Independent and Woman Director |
4. |
Mr. Cyrus Poonevala |
Non-Executive Independent Director |
5. |
Mr. Jeet Malhotra |
Managing Director & CEO |
6. |
Dr. Maya Parihar Malhotra |
Non-Executive Woman Director |
7 |
|
|
The composition of the Board represents an optimal mix of professionalism, knowledge
and experience which enables the Board to discharge its responsibilities and provide
effective strategic guidance to the business.
None of the Directors on the Board is a Director in more than 10 public companies or is
a Member in more than 10 committees or Chairperson of more than 5 committees. And none of
the Independent Directors serves as an Independent Director in more than 7 listed
entities.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of your Company is duly constituted with a proper balance of Executive,
Non-Executive, and Independent Directors.
Retirement by Rotation:
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and
Articles of Association of the Company Mr. Jeet Malhotra (DIN: 07208234) will retire by
rotation at the ensuing Annual General Meeting ("AGM") of the Company and being
eligible, offer himself for reappointment. The Board recommends his reappointment.
Reappointment of Managing Director and Chief Executive Officer
Considering the expiry of the term of Mr. Jeet Malhotra (DIN: 07208234), Managing
Director and Chief Executive Officer of the Company on 31st December 2024, the Board of
Directors of the Company based on the recommendation of Nomination & Remuneration
Committee and Audit Committee and pursuant to the relevant provisions of Listing
Regulations, Sections 196, 197, 198 and 203 read with Schedule V and other applicable
provisions of the Act, the Articles of Association of the Company and considering his
contribution towards the growth of the Company, approved his re-appointment as a Managing
Director of the Company for a term of 5 consecutive years w.e.f. 1st January 2025, subject
to the approval of the Members of the Company.
The approval of the Members for the re-appointment of Mr. Jeet Malhotra has been sought
in the Notice convening the AGM of your Company.
Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial
Standard-2 on General Meetings relating to Mr. Jeet Malhotra is given in the Notice
convening the AGM.
None of the Directors is disqualified from being appointed as Director as specified in
Section 164(2) of the Companies Act, 2013. Note on the background of the Director proposed
for re-appointment is given as an annexure to the Notice, which forms part of this Annual
Report.
Key Managerial Personnel
Pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Jeet Malhotra,
Managing Director and CEO, Mr. Ashish Agarwal CFO and Mr. Amit Kumashi Company Secretary
of the Company are designated as Key Managerial Personnel of the Company.
8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Prior to the induction of a Director on the Board, the Managing Director and the
management team brief the incoming Independent Director about the Company, its line of
business, and the composition of the present board, organization chart etc. The
appointment letter issued to the Independent Directors also sets out detailed terms of
employment including their roles, functions, responsibilities and their fiduciary duties,
code of conduct, performance evaluation process etc. as an Independent Director of the
Company.
Independent Directors have right to access information and documents for enabling them
to have a good understanding of the Company and its various operations.
9. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impacted the going concern status and Company's operations in future.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of
their knowledge and based on the information and explanations received from the Company
confirm that:
(a) in the preparation of the annual Financial Statements for the financial year ended
31st March 2024, the applicable accounting standards have been followed and there are no
material departures from the same;
(b) the Directors 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 your Company as at 31st March 2024 and of the profit
of your Company for the said period;
(c) proper and sufficient care has been taken 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;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls to be followed by the Company were laid down and
such internal financial controls are adequate and were operating effectively and;
(f) proper systems to ensure compliance with the provisions of all applicable laws were
devised and as certified by the internal auditors such systems were adequate and operating
effectively.
11. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, REDRESSAL) ACT 2013
The Company has in place Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
Redressal) Act, 2013 ("POSH"). The Company has zero tolerance on Sexual
Harassment at workplace.
In compliance with the provisions of POSH and the Companies Accounts Rules, 2014, as
amended, the internal committee has been set up to redress complaints received regarding
sexual harassment. All employees are covered under this Policy. All employees (permanent,
contractual, temporary, trainees and other stakeholders) are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off
during the Financial Year 2023-24:
Number of Complaints of sexual harassment received during the period April 2023 to
March 2024 |
Number of complaints disposed off during the period April 2023 to March 2024 |
Nature of action taken by the employer |
NIL |
Not applicable |
Not applicable |
12. SECRETARIAL STANDARDS
The Company complies with applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10)
of the Companies Act, 2013 for the financial year ended 31st March 2024.
13. FRAUD REPORTING BY AUDITORS
As required under Section 134(3) (ca) of the Companies Act, 2013, Directors confirm
that there were no instances of fraud reported by the Auditors.
14. AUDITORS Statutory Auditors
M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No.
101961W /W100036) were appointed as Statutory Auditors of the Company for a period of five
consecutive years at the 36th AGM of the Company held on 25th August 2023 to hold office
from the conclusion of the said Meeting till the conclusion of the 41st AGM to be held in
the year 2028.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment and have not been disqualified in any manner from
continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall
be determined by the Board of Directors based on the recommendation of the Audit
Committee.
Cost Auditors
As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit
of its cost records conducted by a Cost Accountant. The Company has maintained the Cost
Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Board
on the recommendation of the Audit Committee has appointed M/s. Kishore Bhatia &
Associates, Cost Accountants (Firm Registration No. 000294) as the Cost Auditors of the
Company for financial year 2024-25 under Section 148 and all other applicable provisions
of the Companies Act, 2013.
M/s. Kishore Bhatia & Associates have confirmed that they are free from
disqualification specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Companies Act, 2013 and that the appointment meets with the
requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed
their independent status and an arm's length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution seeking
Members' ratification for the remuneration payable to M/s. Kishore Bhatia & Associates
is included at Item No. 4 of the Notice convening the AGM.
The Cost Audit Report for the Financial Year ended 31st March 2023 was filed with the
Ministry of Corporate Affairs on 16th August 2023 within the stipulated time mandated in
the Companies (Cost Records & Audit) Rules, 2014, as amended.
Secretarial Auditors
M/s. P. Naithani & Associates, Company Secretaries, have been appointed to conduct
the Secretarial Audit of the Company for the financial year 2023-24, pursuant to the
provisions of Section 204 of the Companies Act, 2013 and the Listing Regulations as
amended. The Report of the Secretarial Auditor which is unmodified is appended to this
Report as Annexure III.
Internal Auditors
M/s. Nikhil Narkar & Associates, Chartered Accountants have conducted internal
audits periodically and submitted their reports to the Audit committee. Their Reports have
been reviewed by the Audit committee from time to time.
15. PROHIBITION OF INSIDER TRADING
In compliance with the provisions of SEBI (Prohibition of Insider Trading Regulations)
2015, as amended from time to time, to preserve the confidentiality and prevent misuse of
unpublished price sensitive information (UPSI)/Leak of UPSI, the Company has adopted a
Code of Conduct for Insider Trading for prohibition of Insider trading which was revised
and approved by Board, for Promoters, Members of Promoter group, Directors, Designated
Person/ Employees, their immediate relatives, and substantial shareholders in the listed
Company. This policy also provides for periodical disclosures from the designated persons
as well as pre-clearances of transactions by such persons.
16. CEO & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer, pursuant to the
Regulation 17 of the Listing Regulations, for the financial year 2023-24 is given in
Annexure IV.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loans, Guarantees or made investments under Section
186 of the Companies Act, 2013
18. DEPOSITS
There are no deposits outstanding as on 31st March 2024 and that Company has not
accepted any deposits from public / members under Section 73 of the Act, read with
Companies (Acceptance of Deposits) Rules, 2014 during the year.
19. SUBSIDIARY, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary or associates or joint ventures as on the date
of this report.
20. EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, is annexed herewith as Annexure V.
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, in respect of managerial personnel of your company is available for
inspection by the members at registered office of the company during business hour on
working days up to the date of the ensuing AGM. If any member is interested in obtaining a
copy thereof, such member may write to the Company Secretary, whereupon a copy would be
sent. There were no employees who were drawing remuneration exceeding Rs. 1.02 Crores per
annum.
21. ENVIRONMENT, HEALTH AND SAFETY
Your Company recognizes importance of Health and Safety of its employees and its
neighbourhood. Regular Safety Audits are being conducted. Your Company has adopted a
Health, Safety and Environment Policy, which applies to all employees and other
stakeholders.
Company ensures safe, healthy and eco-friendly environment at its plant and surrounding
area. Company continually works towards identification and reduction of risks and
prevention of pollution at its plant and its surroundings.
22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT
The provision pertaining to transfer of shares on which dividend was unclaimed/unpaid
for seven years to Investor Education and Protection Fund Authority will be applicable to
the Company in the year 2029.
23. APPRECIATION
Your Directors place on record their sincere appreciation of the wholehearted support
extended by the Company's bankers, business associates, employees' union, shareholders,
auditors and various statutory authorities, both, central and state Government.
The accompanying Annexures I to V form an integral part of this Director Report.
For and on behalf of the Board of Directors |
|
|
R L Shenoy |
Mumbai, |
Chairman |
16th May 2024 |
DIN 00074761 |