To, The Members,
Your Directors have pleasure in submitting their 33rd Annual Report of the
Company together with the Audited Statements of Accounts for the year ended March 31,
2025.
1. FINANCIAL RESULTS:
The summarized standalone results of your Company are given in the table below:
(` in crore except per share)
Particulars |
Financial Year Ended |
|
31/03/2025 |
31/03/2024 |
| Revenue from Business Operations |
1495.90 |
1274.75 |
| Other Income |
45.58 |
30.39 |
Total Income |
1541.48 |
1305.14 |
| Total Expenses |
1467.20 |
1214.75 |
Profit/(loss) before Tax |
74.28 |
90.39 |
Less: Tax Expenses |
|
|
| (including for earlier years) |
20.28 |
24.04 |
Net Profit/(Loss) After Tax |
54.00 |
66.35 |
| Paid Up Equity Share Capital (Face Value ` 10 each fully paid up) |
40.01 |
40.01 |
| Other Equity |
886.07 |
837.45 |
| Earning Per Share |
|
|
| (Basic/Diluted) |
13.50 |
16.58 |
2. DIVIDEND:
The Board of Directors has recommended a final dividend
@ ` 1.00 (Rupees One) per equity share of the face value of ` 10.00 (Rupees Ten) each
(i.e. 10% of the face value) for the financial year ended March 31, 2025, subject to
approval of the shareholders at the ensuing 33rd Annual General Meeting (AGM).
Dividend, if approved by the Shareholders at the enusing Annual General Meeting will
absorb ` 4.00 crore (approx). The Final Dividend shall be paid within 30 days of
its declaration at the 33rd AGM.
3. FINACIAL PERFORMANCE AND
OPERATIONAL REVIEW:
Revenue from Operations stood at ` 1,495.90 crore in FY25 as compared to ` 1,274.75
crore in FY24. EBITDA stood at ` 128.8 crore during the year with EBITDA margin at 8.61%
in FY25. Profit After Tax stood at ` 54.00 crore in FY25 as compared to ` 66.35 crore in
FY24.
The Company revenues stood at ` 1495.90 crore. in FY25 driven by strong performance in
domestic markets navigating uneven monsoon distribution. Our export business was affected
by the weak export demands & falling prices.
We are dedicated to accelerating revenue growth and productivity efforts in order to
achieve significant margin expansion and we continue to view FY26 as crucial acceleration
point in Heranba's trajectory.
4. RESERVES:
During the Financial Year under review, the Board of Directors have not recommended
transfer of any amount of profit to any reserves. Hence, the amount of profit for the
financial year under review has been carried forward to the Statement of Profit and Loss.
5. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (LODR) Regulations is given separately and forms part of this 33rd
Annual Report of the Company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The Company does not have any funds as contemplated under Section 125 of the Act lying
unpaid or unclaimed for a period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund (IEPF). However, the
Company has unclaimed dividend pertaining to financial years 2020-21, 2021-22, 2022-23 and
2023-24 as mentioned below:
Sr No. Dividend pertaining to Financial Years |
Type |
Date of Declaration |
Amount (In `) |
Last date for claiming unpaid dividend |
Due Date of Transfer to IEPF |
1. 2020-21 |
Final Dividend |
September 14, 2021 |
` 28,015/- |
October 14, 2028 |
November 13, 2028 |
2. 2021-22 |
Final Dividend |
July 27, 2022 |
` 39,725/- |
August 27, 2029 |
September 26, 2029 |
3. 2022-23 |
Final Dividend |
August 24, 2023 |
` 33,272/- |
September 24, 2030 |
October 29, 2030 |
4. 2023-24 |
Final Dividend |
September 12, 2024 |
` 26,483/- |
October 12, 2031 |
November 11, 2031 |
Total |
|
|
` 127,495/- |
|
|
The Company is in process to intimate all the shareholders who have not claimed
dividend on shares.
7. DIVIDEND DISTRIBUTION POLICY:
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations') requires the top 1000
listed entities, based on market capitalization calculated as on March 31 of every
Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the
Annual Report and on the website of the Company.
The Board of Directors of the Company has adopted a Dividend Distribution Policy, which
aims to ensure fairness, sustainability and consistency in distributing profis to the
Shareholders. The Policy is attached as "Annexure I" and is also
available on the website of the Company i.e., www. heranba.co.in under the Investors
Relations-section.
However the Company is out of purview of top 1000 listed entities based on market
capitalization calculated as on March 31, 2025.
8. SHARE CAPITAL:
Authorised Capital
As on March 31, 2025, the Authorized share capital of the Company stood at ` 45,00,00,000/-
(Rupees Forty Five crore Only) divided into 4,50,00,000 (Four crore and fifty lakh)
equity shares of ` 10/- (Rupees Ten only) Each.
Paid up Capital
As on March 31, 2025, the issued, subscribed and paid up Equity share capital of your
Company stood at ` 40,01,34,670/- (Rupees Forty crore One Lakh
Thrity Four Thousand Six Hundred Seventy Only) divided into 4,00,13,467 (Four crore
Thirteen Thousand Four Hundread And Sixty Seven)Equity shares of ` 10/- (Rupees Ten only)
each.
As on March 31, 2025, the entire share capital of the Company has been dematerialized.
There is no changes in the capital structure of the Company during the year.
9. FINANCE:
During the year under review, the Company has availed the working capital credit
facilities from the Bankers as per the business requirements. Your Company has been
regular in paying interest and in repayment of the prinicipal amount of the aforesaid
facilities.
10. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into with Related Parties during the
Financial Year were in the ordinary course of business and on an arm's length basis.
Except the transactions entered into with Wholly Owned Subsidiary Company (ies), There
were no Materially Related Party Transactions i.e. transactions exceeding 10% of the
annual turnover as per the last audited financial statements. The Company has not entered
into any transaction with its Promoters, Directors, Key Managerial Personnel or other
designated person which may have potential conflict with the interest of the Company at
large.
All Related Party Transactions are placed on a quarterly basis before the Audit
Committee for approval/ratification/ noting etc.
The Audit Committee has reviewed the related party transactions as mandatorily required
under relevant provisions of the Listing Regulations.
The said transactions are in the ordinary courseof business and at arm's length basis.
The Company had taken omnibus approvals for indicative transactions proposed during the
financial year ended March 31, 2025.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website may be accessed on the Company's website https://www.heranba.
co.in/policies/.
All the particulars of contracts or arrangements entered into by the Company with
related parties referred to in subsection (1) of section 188 of the Companies Act, 2013
are attached herewith in Annexure-II in Form No. AOC -2.
Further suitable Disclosure as required by the Accounting Standards (AS18) has been
made in the notes to the Financial Statements in the Annual Report.
11. INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company. Further Directors have
personally overviewed the adequacy of internal controls and also appointed Mr. Kamal
Dharewa, Chartered Accountant of M/s KD Practice Consulting Pvt Ltd. as the Internal
Auditors to manage the internal controls of the Company. The Internal Auditors of the
Company conduct Audit of various departments to ensure that internal controls are in place
and submit Reports to the Audit Committee. The Audit Committee regularly reviews these
Reports and the Company when needed takes corrective actions. The Statutory Auditors also
audit the effectiveness of the Company's internal financial control system. No major
inefficiencies were reported.
In addition to Internal Audit, the Company has implemented well established internal
financial practices, tool for mitigating risk in order to ensure adequate internal
financial control commensurate with the size of the Company.
12. FINANCIAL LIQUIDITY:
Cash and Cash Equivalent as at March 31, 2025 was ` 38.97 crores. The Company's
working capital management is based on a well-organized process of continuous monitoring
and control on Receivables, Inventories and other parameters.
13. INSURANCE:
All properties and insurable interests of the Company including buildings, plant and
machinery and stocks have been fully insured. The Company has obtained the Director &
Officer (D&O) policy for its Directors and Officers.
14. CREDIT RATING:
As on the date of this report, the Credit Rating as provided by CRISIL Rating Limited
(A Credit Rating Agency "CRISIL") on the Total Bank Loan Facilities of Heranba
Industries Limited are as under:
| Long -Term Rating |
CRISIL A/Stable (Reaffirmed) |
| Short-Term Rating |
CRISIL A1 (Reaffirmed) |
15. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:
The Company has a Vigil Mechanism/Whistle Policy under which it established a Whistle
Blower Policy/Vigil Mechanism.
This policy seeks the support of employees, channel partners and vendors to report
Significant deviations from key management policies and report any non- compliance and
wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate
behavior/conduct etc.
The Vigil Mechanism/Whistle Blower policy cover serious concerns that could have grave
impact on the operations and performance of the business of Heranba Industries Limited. A
Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to
report to the management concerns ethical behavior, actual or suspected fraud or violation
of the code of conductmechanism provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and provide for direct access to the
Chairman of the Audit Committee in exceptional cases.
The policy neither releases employees from their duty of confidentiality in the
courseof their work nor can it be used as a route for raising malicious or unfounded
allegations against people in authority and/or colleagues in general.
The detailed Vigil Mechanism/Whistle Blower Policy of the Company is uploaded on the
Company's website may be accessed on the Company's website https://www.heranba.
co.in/wp-content/uploads/2023/03/05-Vigil-Mechanism-Policy-1.pdf.
16. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all senior management Personnel in the courseof day to day
business operations of the Company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/behaviours of any form and the Board
has laid down the directives to counter such acts. The code laid down by the Board is
known as "code of conduct for Board of Directors and Senior Management Personnel
". The Code has been posted on the Company's website www.heranba.com.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors andthe designated employees in their business dealings and in
particular on matters relating to integrity in the work place,in business practices and in
dealing with stakeholders. The Code gives guidance through examples on the
expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard. A
Certificate from the Managing Director to this effect form part of this report and annexed
as Annexure-III.
17. PREVENTION OF INSIDER TRADING:
Pursuant to the SEBI (Prohibition of insider trading) Regulations, 2015, the Company
has formulated and adopted a Code for Prevention of InsiderTrading.
During the year under review, the Company has amended the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) and a
Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for implementation of the
Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
The Company is maintaining the Structual Digital Database (SDD) internally with
adequate internal controls and checks such as time stamping and audit trails to ensure
non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.
18. CORPORATE GOVERNANCE REPORT:
Your Company maintains the highest level of transparency, accountability and good
management practices through the adoption and monitoring of corporate strategies, goals
and procedures to comply with its legal and ethical responsibilities.
The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 based on the
principles of good Corporate Governance and Best Management Practices. The Code is
available on the Company's website i.e. www.heranba.co.in under "Investors Relation-
Corporate Governance" Section.
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate Report on Corporate Governance along with the Practising Company
Secretary's Certifcate confrming compliance with Corporate Governance norms is annexed to
this Report.
19. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT ("BRSR"):
The Business Responsibility & Sustainability Report ("BRSR") for
the year under review, as stipulated under SEBI (LODR) Regulations, 2015 is given
separately and forms part of this 33rd Annual Report of the Company. However
the Company is out of purview of top 1000 listed entities based on market capitalization
calculated as on March 31, 2025.
20. CEO/CFO CERTIFICATION:
In terms of SEBI (LODR) Regulations, 2015 the Certificate signed by Mr. Raghuram K
Shetty, Managing Director and Mr. Rajkumar Bafna, Chief Financial Officer of the Company
was placed before the Board of Directors along with Annual Financial Statement for the
financial year ended March 31, 2025 at its meeting.
21. STATEMENT CONCERNING
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
Heranba Industries Limited is exposed to risks such as Natural Disaster, Occupational
health & safety hazards, Supply Chain Risk, Quality of Products, Business dynamics
Risks, Business Operations Risks, liquidity risk, Interest rate risk, Credit Risks,
Logistic Risks, Pollution Free Environment Risk, Market Risks/Industry Risks, Human
Resource Risks, Disaster Risks, System Risks and Legal Risks, Data Protection Risk, Credit
risk and Operational risk that are inherent in the agrochemical Industry.
The Company has adopted the systematic approach to mitigate the risk associatited with
the objectives, operations, revenues and regulations.
By strictly following the regulatory norms and Guidelines, the Company effectively
manages the risks and has a focused Risk Management monitoring in place.
The Company has a Risk Management Committee to monitor the risk associated with the
Company. The said Committee from to time discussed risk and mitigation measure adopted to
mitigate the risk. The Committee recommend from time to time Board the necessary measures
to mitigate the risk.
A detailed Risk Management Policy is available Company's website
https://www.heranba.co.in/wp-content/
uploads/2022/05/Risk-Assessment-and-Minimisation-Policy.pdf.
22. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
23. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:
During the Year under review the Board has made the total expenditure under CSR of ` 3.35
crore. for F.Y. 2024-25 whereas the total Amount required to be spent was ` 3.35
crore. for the financial year 2024-25. The detailed Report on CSR Activities as per Annexure-IV.
24. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:
As on March 31, 2025, the Company has two 100% Wholly Owned Subsidiaries namely Mikusu
India Private Limit and Heranba Organics Private Limited. The Company has one Step-Down
Subsidiary Company namely Daikaffil Chemicals India Limited.
A Statement containing the basic financial details of the aforesaid subsidiaries in
Form AOC-I is annexed as
Annexure-V.
Considering the criteria mentioned in Regulation 16 of the Listing Regulations, the
subsidiary of the Company is not a Material Subsidiary. The Board of Directors of the
Company has approved a Policy for determining material subsidiaries which is in line with
the requirements of Listing Regulations. The Policy has been uploaded on the website of
the Company and the same can be accessed at https://www.
heranba.co.in/wp-content/uploads/2022/08/Heranba-Materiality-Subsidiary_policy.pdf.
25. DIRECTORS & KEY MANAGERIAL
PERSONNEL:
(a) Appointment/Re-appointment/Resignation of Directors
In terms with the requirements of the Listing Regulations, the Board has identified
core skills, expertise and competencies of the Directors in the context of the Company's
businesses, which are detailed in the Report on Corporate Governance.
All the Directors have affirmed that they have complied with the Company's Code of
Conduct & Ethics.
At the ensuing Annual General Meeting, Mr. Shriraj S
Shetty (DIN:06609014) and Mr. Raunak R Shetty (DIN:
08006529), would retire by rotation and being eligible for the re-appointment,
offers themselves for re-appointment.
During the year under review, the non-executive Directors of the Company had no
material pecuniary relationship or transactions with the Company, other than sitting fees
and reimburse?ment of expenses incurred by them for the purpose of attending meetings of
the Board/Committee of the Company.
Details of the Directors seeking appointment/ reap?pointment including a profile of
these Directors, are given in the Notice convening the 33rd Annual Gener?al
Meeting of the Company.
(b) Key Managerial Personnel (KMP):
Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with
Rules made thereunder, the following person has been designated as Key Managerial
Personnel of the Company under the Companies Act, 2013.
1. Mr. Sadashiv K Shetty, Chairman & Wholetime Director
2. Mr. Raghuram K Shetty, Managing Director
3. Mr. Shriraj S. Shetty, Wholetime Director
4. Mr. Raunak R. Shetty, Wholetime Director.
5. *Mr. Rajkumar Bafna, Chief Financial Officer.
6. Mr. Abdul Latif, Company Secretary.
* Mr. Rajkumar Bafna has resigned from the position of CFO w.e.f. June 30, 2025.
There were no changes among the KMP during the year under review.
(c) Declaration by Independent Directors:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder
and SEBI (LODR) Regulation.
In the opinion of the Board, the independent Directors are, individually, person of
integrity and possess relevant expertise and experience.
In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they
are not aware of any circumstances or situation which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on
the declarations received from the independent Directors, the Board has confirmed that
they meet the criteria of independence as mentioned under regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
(d) Annual Evaluation:
The Company has the Evaluation Policy, Remuneration Policy and The criteria for
determining qualifications, positive attributes and independence of a director. Based on
the above policies and criteria, the Nomination and Remuneration Committee evaluated the
performance of Individual Directors. The Independent Directors at their separate meeting,
also reviewed the performance of the non independent Directors and Board as a whole and
also review the performance of the Chairman and further assessed the quality of flow of
the information between the Board and Management. In addition to the above evaluation, the
Board has carried out an annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of its Committees of the Board of
Directors. The performance of Individual Director vis-a-vis Board and Committees found
satisfactory.
(e) Remuneration Policy for the Directors, Key Managerial Personnel and other
Employees:
In terms of the provisions of Section 178 (3) of the Act, the Nomination &
Remuneration Committee is responsible for formulating the criteria for determining
qualification, positive attributes and independence of a Director. The Nomination &
Remuneration Committee is also responsible for recommending to the Board a policy relating
to the remuneration of the Directors, Key Managerial Personal and other employees. In line
with this requirement, the committee along with the approval of the board has revised the
said policy.
(f) Non Disqualifications of Directors:
None of the Directors on the Board of the Company for the Financial Year ending on
March 31, 2025 have been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority. Practising Company Secretary's
Certifcate confrming the above is annexed herewith as
Annexure-VI.
26. AUDITORS:
(a) Statutory Auditor:
The Members of the Company at the 30 th Annual General Meeting (‘AGM')
held on Wednesday, July 27, 2022 approved the appointment of M/s. Natvarlal Vepari &
Co., Chartered Accountants (Registration No. 106971W), as the Statutory Auditor of the
Company for a period of 5 (five) years from the conclusion of 30 th Annual
General Meeting ("AGM") till the conclusion of the 35 th (Thirty
Fifth) AGM. However, the name of the Firm of the Statutory Auditor is changed from M/s.
Natvarlal Vepari & Co., Chartered Accountants (Registration No. 106971W) to M/s.
Natvarlal Vepari & Co. LLP, Chartered Accountants (Registration No. 106971W) and
to "N V C & Associates LLP" with effect from June 09, 2025.
(b) Cost Records & Cost Auditors:
Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Rule 14
of the Companies (Audit and Auditors) Rules,2014 and the Companies (Cost Records &
Audit) Rules, 2014, the Company maintains the cost records & accounts in respects of
products manufactured by the Company which needs to be audited by the Cost Auditor.
In compliance to the above, the Board of Directors has appointed Tapan Gaitonde
& Co (FRN 104043), Cost Accountants, as the Cost Auditors of the Company for the
financial year ended March 31, 2025. As required by the Act, the remuneration of the Cost
Auditor has to be ratified by the Members and accordingly the resolution relating to the
Cost Auditors is being placed before the Members for their ratification.
(c) Secretarial Auditors & Secretarial Audit Report:
In compliance of the provisions of Section 204 of the Companies Act, 2013 read with
Regulation 24A of the Listing Regulations, your Directors have appointed M/s. GMJ
& Associates (bearing Peer Review No-6140/2024)., Practicing Company Secretary,
as Secretarial Auditor of the Company for the period of 5 years from F.Y. 2025-26 till
F.Y. 2029-30. The appointment of the Secretarial Auditors is subject to the approval of
the members and accordingly the resolution relating to the Secretarial Auditors is being
placed before the Members for their appointment.
The Secretarial Audit Report issued in the Form MR-3 given by the Company secretary in
practice is annexed with the report as Annexure-VII.
The Company has complied with the applicable secretarial standards issued by the
Institute of Company Secretaries of India.
27. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND
THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
(a) Auditors Qualification:
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report made for the financial year under review.
(b) Secretarial Audit Report By Secretarial Auditor:
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in his report made for the financial year under review.
(c) Details of Fraud reported by Auditors:
There were no frauds which are reported to have been committed by employees or officers
of the Company. The statutory Auditors of the Company have vide their report of even date
confirmed that no fraud by the Company and no material fraud on the Company has been
noticed or reported during the year.
28. OTHER DISCLOSURE:
(a) Meetings:
The details of the various meetings of the Board and its committees are provided in the
Corporate Governance Report.
(b) Committees of the Board:
The details of the various committes constituted by the Board are provided in the
Corporate Governance Report.
(c) Change in the nature of business:
There has been no change in the Nature of Business during the year under review.
Further no material changes or commitments have occurred between the end of the financial
year and the date of this report which affect the financial statements of the Company.
(d) Material Changes and Commitments, if any, affecting the Financial Position of the
Company:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
(e) Deposits:
The Company has neither accepted nor renewed any deposits from public during the year
nor has any outstanding Deposits in terms of Section 73 of the Companies Act, 2013.
Further there were no Deposits which are not in compliance of the requirements of
Chapter V of the Act.
(f) Loans, Guarantees and Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
(g) Annual Return:
The extracts of Annual Return [MGT-9] Pursuant to the provisions of Section 92 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 has been placed
on the website of the Company and can be accessed at www.heranba.co.in
(h) Particulars of employees:
The Statement of Disclosure of Remuneration under Section 197 of the Companies Act,
2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-VIII.
(i) Status of Listing Fees:
The Shares of the Company are continued to be listed on the BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE").
Listing Fees till date have been duly paid to BSE and NSE, where Company's shares are
Listed.
(j) Disclosure Pursuant to Section 197(14) of the Companies Act, 2013 and rules made
thereunder.
The Managing Director and Whole Times Directors except Mr. Raunak R Shetty of the
Company are not in receipt of any remuneration and/or commission from any subsidiary
Company, as the case may be.
Mr. Raunak R Shetty, Whole Time Director of the Company is in receipt of remuneration
of ` 2 Lakhs Per month from Mikusu India Private Limited, a wholly owned subsidiary
Company of your Company. The above remuneration is in accordance with the provision of the
Companies Act, 2013.
(k) Registrar and Share Transfer Agent:
M/s Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building,
Opp Vasant Oasis, Makwana Road, Andheri (East), Mumbai- 400 059 Tel No-+91 22 6263 8200 is
the Registrar and Share Transfer Agent of the Company for the physical and Demat shares.
The Members are requested to contact directly for any requirements.
(l) Disclosure with respect to Unclaimed Suspense Account:
In terms of Regulation 39 of the Listing Regulations, details of the equity shares
lying in the Unclaimed Suspense Account are as follows:
Particulars |
No. of shareholders |
No. of equity shares |
| Aggregate number of shareholders and the outstanding shares in |
1 |
23 |
| the Unclaimed Suspense Account lying as on April 1, 2024 |
|
|
Less: Number of shareholders who approached the Company for |
0 |
0 |
| transfer of shares |
|
|
Add: Number of shareholders and aggregate number of shares |
0 |
0 |
| transferred to the Unclaimed Suspense Account during the year |
|
|
Less: Number of shares transferred to IEPF Authority during |
0 |
0 |
| the year |
|
|
| Aggregate number of shareholders and the outstanding shares in |
1 |
23 |
| the Unclaimed Suspense Account lying as on March 31, 2025 |
|
|
The voting rights on the shares in the suspense account as on March 31, 2025 shall
remain frozen till the rightful owner claims the shares.
(m) Complaints relating to Child Labour, Forced Labour, Involuntary Labour, Sexual
Harassment:
The Company has adopted a policy on prevention, prohibition and Redressal of Sexual
harassment at workplace and has duly constituted an Internal Complaints Committee in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour,
forced labour, involuntary labour, sexual harassment and discriminatory employment was
reported during the FY 2024-25. The Company has a policy on sexual harassment under which
employees can register their complaints against sexual harassment. The policy ensures a
free and fair enquiry with clear timelines.
(n) Material Orders passed by Regulators, Courts or Tribunal:
There were no significant or material orders passed by the Regulators, Courts or
Tribunal which impact the going concern status of the Company and the Company's operations
in future.
(o) Research and Development and Quality Control:
The activities of R & D consist of improvement in the process of existing products,
decrease of effluent load and to develop new products and by-products.
The management is committed to maintain the quality control and it is the strength of
the Company. All raw materialand finished products and materials at various stagesof
process pass through stringent quality check for the better result and product.
(p) Proceeding under The Insolvency and
Bankruptcy Code, 2016:
There were no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law
Tribunal or other Courts as of March 31, 2025.
(q) Miscellaneous:
During the year, there were no transactions requiring disclosure or reporting in
respect of matters relating to: i) issue of equity shares with differential voting rights
as to dividend, voting or otherwise; ii) issue of shares (including sweat equity shares)
to employees of the Company under any scheme; iii) raising of funds through preferential
allotment or qualified institutional placement; iv) instance of one-time settlement with
any bank or financial institution.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) Conservation of Energy and Technology Absorption:
Power and fuel Consumption:
The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988
require the disclosure of Particulars regarding Conservation of Energy in Form-A and
Technology Absorption in Form-B as prescribed by the Rules. The details are as follows:
Particulars |
31/03/2025 |
31/03/2024 |
(1) Electricity |
|
|
| Purchased units |
3,00,68,445 |
2,90,51,047 |
| Total Amount (` in crores) |
27.00 |
28.85 |
| Rate per Unit (in `) |
8.98 |
9.93 |
(2) Own Generator |
|
|
| Fuel (Diesel) units |
55,60,025 |
55,84,488 |
| Total Amount (` in crores) |
35.53 |
36.47 |
| Rate per Liter (in `) |
63.90 |
65.30 |
(B) Technology Absorption:
The technology required for the Company is available indigenously.
(C) Foreign Exchange Earnings & Outgo:
Particulars |
31/03/2025 |
31/03/2024 |
| Earnings |
428.28 |
423.47 |
| Outgo |
136.71 |
58.30 |
30. DIRECTORS RESPONSIBILITY
STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement: (a) in the preparation of the annual
accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) the Directors had 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 and of
the profit and loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
31. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to Bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors deeply appreciate
the committed efforts put in by employees at all levels, whose continued commitment
anddedication contributed greatly to achieving the goals set by your Company. Your
Directors also acknowledges gratefully the shareholders for their support and confidence
reposed on your Company.
|