Dear Members,
Your Board of Directors are pleased to present their Report together
with the Audited Financial Statements of the Company for the financial year ended March
31, 2025.
Financial Summary
(Rs. In Crores)
| Particulars |
Financial Year Ended March 31, 2025 |
Financial Year Ended March 31, 2024 |
| Total Income |
1,431.27 |
1,484.55 |
| Profit Before Interest, |
173.15 |
230.24 |
| Depreciation & Tax |
|
|
| Less: Interest |
1.78 |
1.62 |
| Less: Depreciation |
52.26 |
51.47 |
| Profit Before Tax |
119.11 |
177.14 |
| Less: Tax Expense |
11.53 |
45.79 |
| Net Profit After Tax |
107.58 |
131.35 |
| Earnings per share of face value of `10 each -Basic |
6.45 |
7.88 |
| Earnings per share of face value of `10 each -Diluted |
6.43 |
7.85 |
Performance of the Company
During the year under review, your Company continued to experience a
mix of challenges and opportunities, on both the domestic and global fronts shaped by
various geopolitical and socio-economic factors. Though the domestic economy continues to
show resilience, the global economies continue to be looming under the uncertain and
unpredictable environment coupled with relatively moderate slower offtake in the Chinese
economy, which is the largest consumer of rubber chemicals. Given the continued
uncertainties, the Company had to maintain a balanced approach of judicious mix of both
price and volume; thereby resulting in a modest growth of 4% in volumes for the year,
albeit a price drop of about 8.50%. This led to the revenue for the year ending at `1,372
Crores v/s `1,437 Crores recorded in the previous year, an overall drop of 4.60%. As
stated in all our previous reports, your Company remains committed to its ethical business
strategy, ensuring that all customers receive top-quality products and services promptly.
Globally the consumption of Natural Rubber and Synthetic Rubber in
ongoing fiscal is largely in line with that of 2019 levels at 30-31 Mn tonnes. The growth
has remained muted owing to a slowdown in the western world/developed markets.
Domestic Market
In the domestic market, the Company recorded a Net Domestic turnover of
`885 Crores for the year under review. During the year, due to aggressive dumping resorted
to by our competitors, our volume offtakes could not achieve the desired growth which was
envisaged at the beginning of the year. Given the sharp price erosion in the market, your
Company to take a balanced approach in the form of a judicious mix of price and volume. On
an overall basis, your Company achieved a flattish growth, albeit a price drop of over
8.50%. Our efforts to continue to hold our deep engagement with customers and our supply
reliability with an almost complete product range in the rubber chemicals portfolio
continue to hold us in good stead in the domestic market. China being the largest
manufacturer and market for rubber chemicals accounts for about 80% of world's rubber
chemical production and consumes about 40% of the rubber chemicals, resulting in
significant exportable surplus. The subdued demand in international markets, including
China itself, has resulted in a surge in supply from China thereby exerting pressure on
volume and price dynamics both in the domestic and international markets. India, being the
third largest market for rubber chemicals and in the absence of any trade barriers, is
exposed to continual aggressive dumping of finished goods, as well as its penultimate
intermediates. To counter this dumping strategy, your Company has filed anti-dumping
petitions on some of its key products with the Government of India. We are happy to inform
that the Government having found merits initiated detailed investigation, the outcome of
which is expected in the coming year.
Exports
Despite the challenging environment, it is worthwhile to note that our
continuous efforts over the last few years to bolster our export business have started
yielding positive traction. We have clocked a double-digit volume growth on an annual
basis in exports despite the not so conducive external environment for the second year in
succession.
On the revenue front, the Company recorded a turnover of `487
Crores as against `472 Crores thereby registering an increase of 3.14% after adjusting for
price drop of 8%. Despite global challenges such as geopolitical tensions, container
shortages, issues in the Red Sea region, and rising freight costs, we have made good
progress in expanding our international presence.
This is primarily driven by our strategic engagement with customers
which has expanded our global reach and reinforces customer confidence in our offerings.
We believe that the +1 strategy with a One-stop shop offering continues
to be an important differentiator for NOCIL where our customers look for security of
supply chain from a medium to long term perspective.
Operations
The production of all products was optimised in-line with demand and
the evolving market environment. On the input front, from the second quarter of the year,
we saw a price decrease in critical inputs which is reflected in the financial statements.
The decrease in input costs was not sufficient to offset the reduction in selling prices
on a per unit basis. This resulted in contraction in overall margins of the Company.
Organisation-wide initiatives are underway to improve operational efficiencies, including
cost control measures and enhancing production processes. As a result, the utility cost
was kept under control and conversion cost on overall basis was reduced on a per unit
basis.
Projects
During the year, the Company undertook a major expansion project in one
of its major products from the antioxidant portfolio. The Capex has been sanctioned with a
budget of `250 Crores. Currently the project is on-track at its Dahej location, and is
expected to start production trials during H1 2026-27. In addition to this, there
are a few ongoing capital expenditures regarding environmental aspects as well as some
de-bottlenecking initiatives taken by your company. We have capitalised such initiatives
of `37 Crores during the financial year 2024-25 and expect to complete few other projects
in the next financial year.
We continue to work on improving our operational efficiencies with
technology and infrastructure and at the same time prioritise eco-friendly practices from
energy efficient production methods to waste reduction techniques.
This Capex is in-line with your Company's overall objective of
establishing NOCIL as a strong, reliable, and sustainable rubber chemicals partner to the
rubber industry. The funding for this project is largely through internal accruals.
Finance Rating
During the year under review, the Company has judiciously utilised its
resources and has consequently, generated cash profits for the whole year. The Company was
not required to utilise any fund based working capital facilities for most part of the
year and remained debt free.
The Credit Ratings Agencies CARE and CRISIL Limited have reaffirmed
ratings as CARE AA (Double A) (Stable) and CRISIL AA for long term Bank Facilities (Term
loan as well as Fund Based facilities) and CARE A1+ (A One plus) and CRISIL A1+ (stable)
rating for short term Non-Fund Bank facilities, respectively.
Insurance
The Company has taken all the necessary steps to insure its properties
and insurable interests, as deemed appropriate and as required under the various
legislative enactments. There were no major incidents or accidents to warrant Insurance
claims during the year under review.
Dividend Policy
In terms of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 as amended, the Board of Directors have duly
approved and adopted a Dividend Distribution Policy attached as Annexure "G".
The said Policy is also available on the Company's website, the weblink of
which is as under: https://www.nocil.com/wp-content/uploads/2023/11/
Dividend-Distribution-Policy-2018.pdf
Dividend Pay-out
The Board of Directors at their meeting held on May 15, 2025,
recommended a dividend of `2 /- per Equity share of the face value of `10/- each to be
paid to those shareholders whose names appear in the Register of Members of the Company or
in the records of Depositories as beneficial owners of Equity Shares as on July 30,
2025. This is subject to approval by the Shareholders at the forthcoming 63rd Annual
General Meeting convened on August 7, 2025. The cash outflow on account of dividend (if
approved) will involve a sum of `33.40 Crores (Previous year `49.99 Crores)
which will be utilised from the Free Reserves prevailing as on the date of the 63rd
Annual General Meeting.
Dividend in case of non-KYC compliant Folio
Shareholders may kindly note that pursuant to SEBI Circular
SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 effective April 01, 2024, dividend
payments shall be withheld in case of shares held in physical mode where any of the KYC
details viz PAN, choice of Nomination, Contact details, Mobile number, Bank details and
Specimen signatures are not updated as on the record date for payment of dividend viz July
30, 2025. Further, pursuant to SEBI Circular- SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37
dated March 16, 2023, an intimation in this regard has been sent to the shareholders
holding shares in physical mode about the non-updation of KYC details. Shareholders are
requested to update the KYC details by submitting the relevant ISR forms duly filled in
along with self-attested supporting proofs. The forms can be downloaded from the website
of the Company and the RTA.
Transfer of Unpaid Dividend and corresponding Equity Shares to the
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the Investor Education and Protection Fund (IEPF); established by the
Government of India, after completion of seven(7) years from the date it became due for
payment. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven (7) consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
The total amount lying in the Unclaimed Dividend Account of the Company
as on March 31, 2025 in respect of the last seven years from F.Y 2017-18 to F.Y 2023-24 is
`3.51 Crores. During the year under review, all Unclaimed/Unpaid Dividends up to F.Y
2016-17 amounting to `0.63 Crores have been transferred to the Investor Education and
Protection Fund and Unclaimed/Un-encashed Dividends for the F.Y 2017-18 paid on
July 31, 2018, are due for transfer to IEPF on August 31, 2025. The Company has intimated
individually to concerned shareholders vide letter dated May 14, 2025 (sent by Speed Post
on May 15, 2025) and published necessary notices in the newspapers intimating the
shareholders about the impending transfer and the procedure for claiming the same. Public
notices in the form of advertisements were published in the Economic Times and the
Maharashtra Times on May 16, 2025.
As per the IEPF Rules, as amended, the due date for transfer of Equity
Shares in respect of Dividends pertaining to the Financial Year 2016-17 was September 02,
2024. The Company had intimated individually to concerned shareholders and published
necessary notices in the newspapers intimating the shareholders about the impending
transfer and the procedure for claiming the same.
In compliance with the Amended Rules, during the year, the Company has
transferred 1,37,845 Equity shares to the designated demat account opened by IEPF
Authority with NSDL through Punjab National Bank, belonging to those shareholders holding
shares both in dematerialised form as well as physical form, who had not encashed their
Dividend for a period of 7 years or more beginning from the F.Y 2016-17. The shares
held in demat/physical mode were transferred during October 2024.
The Company has also uploaded the details of the Shareholders whose
Shares were liable to be transferred to IEPF on its website viz, www.nocil.com.
‘Niveshak Shivirs' (camps for investors) : A laudable
proactive initiative by the Regulators in the interests of Investors
The Investor Education and Protection Fund Authority (IEPFA) and the
Securities & Exchange Board of India (SEBI) are holding ‘Niveshak
Shivirs' across major cities to help resolve issues of investors relating to
share transfer and unclaimed dividend. These events aim to streamline the process of
reclaiming unclaimed financial assets and provide a platform for investors to directly
address their concerns. It is proposed to launch an integrated digital portal by August
2025 to streamline the process. The initiative aims to ensure that investors can track and
transfer their unclaimed dividends and shares in a hassle-free manner. Your Company is
taking all the requisite steps to support the said initiative and comply with directions
issued by the said Regulators.
Mr. Amit K. Vyas, Assistant Vice-President (Legal) & Company
Secretary is the Nodal Officer for overseeing matters relating to IEPF. The details of the
same are mentioned on the website of the Company. The web link is as under. h t t p s : //
w w w . n o c i l . c o m / i n f o r m a t i o n - f o r
-shareholders/#unlclaimed_dividend
Fixed Deposits
Your Company does not accept Deposits from the Public, and hence there
are no outstanding/unclaimed Deposits as of March 31, 2025.
Health, Safety and Environment (HSE)
HSE has always been a core value of the Company and a top priority in
all its manufacturing and all other business activities leading towards long term
sustainability.
Safety is paramount when dealing with hazardous chemicals and
processes. We encourage a high level of awareness of safety issues among our employees,
including contract employees, and strive for continuous improvement. Employees are trained
in safe practices to be followed at the workplace. High emphasis is placed on laid down
policies, systems, and procedures. Reporting of ‘near miss incidents and its
investigation and unique practice of ‘Safety Attitude Encouragement'
(SAE) rounds by the Operations team helped build a very strong safety culture across the
organisation over the years. With a view to improve the safety culture, measurable Key
Performance Indicators (KPIs), Leading Indicators and Lagging Indicators are reviewed in
monthly Environment, Health, and Safety (EHS) Review Meetings which is chaired by Managing
Director of the Company.
We are one of the leading members of Local and District Crisis Group
and have earned reputation amongst society around and statutory authorities for prompt
support during Disaster Management events. The Company conducts scheduled mock drills for
emergency scenarios with the active involvement of its staff and occasionally, in the
presence of external stakeholders.
Process Safety Management is an essential part of risk assessment using
HAZOP/HAZAN/PSSR/LOPA techniques. Environment protection and adherence to Pollution
control norms is of high concern for our Company. Through research, innovation, and
responsible manufacturing practices, we strive to reduce greenhouse gas emissions,
conserve water resources, and reduce energy consumptions. We have a program in place for
waste management using the 3Rs Strategy (Reduce, Reuse & Recycle) techniques.
Novel Effluent Treatment techniques are employed at our state-of-the-art Dahej plant. A
team of R&D scientists are exclusively focusing on Green Chemistry and
Environmental Research.
Regular workplace monitoring is carried out for Volatile Organic
Compounds (VOC), Boiler and Process Stack emissions, Noise and Illumination levels,
Ambient Air Quality, to ensure safe and healthy work environment. The Company was audited
for 'Responsible Care' certification by a team of experts from the Indian Chemical
Council (ICC) in the month of November 2023, and the ICC was pleased to renew the 'Responsible
Care' certification for a further period of three years i.e. from February 2024 to
January 2027. NOCIL is one of the only 83 companies in India that holds certification for
‘Responsible Care' – the Global Chemical Industry's initiative,
focussed on Environmental, Health and Safety (EHS) improvements since 2018. The renewal of
its 'Responsible Care' certification demonstrates the Company's dedication to
conserving energy, preserving natural resources, preventing pollution, and safeguarding
the well-being of individuals.
A well-equipped Occupational Health Centre (OHC) at all the
manufacturing facilities carries out regular and periodic medical check-up of all
categories of employees and counselling sessions are held, individually and in groups, to
increase the health awareness amongst them. Health Awareness programmes were conducted
during the year on relevant topics of Lifestyle Changes, Heart ailments etc.
Total Quality Management (TQM)
In NOCIL, Total Quality Management (TQM) is a comprehensive management
philosophy focused on continuous improvement, customer satisfaction, and the involvement
of all employees. We recognise that sustainable success is built on delivering
high-quality products and services while continuously improving our processes, systems,
and culture. By implementing TQM, the Company gets distinct advantage over its
competitors, leading to improved profitability and market share. TQM is an integral
part of the business from sourcing of inputs to meeting the customer's needs. The
Company has implemented organisational processes, business workflows, and systems based on
global standards and industry best practices.
Quality initiatives
The Company reinforces its steadfast commitment to excellence through
the continuous pursuit of the highest quality standards and a resilient business
continuity strategy. Your Company has achieved several important certifications
demonstrating commitment to various aspects of business management. Here's a breakdown of
each:
Committed to providing the "Best- In- Class Investor Services
The Compliance Function of NOCIL has the prestigious ISO 9001:2015
certification for ROBUST INVESTOR SERVICING PROCESS from TUV SUD. This certification
is a testimony of the relentless pursuit of excellence and commitment on part of NOCIL
‘s Board of
Directors and top Management towards providing the best- in- class
investor services. This also forms an important part of the Company's Sustainability
initiatives and fulfilling ESG requirements in context of Governance Standards and
Stakeholder engagement.
Sustainable Procurement process
The Company has successfully obtained the ISO 20400:2017
certification/Validation statement for sustainable procurement which underscores the
commitment to incorporate sustainability principles into the company's procurement
processes, which is particularly crucial for NOCIL given the nature of operations in
sourcing hazardous chemicals. This certification not only enhances our reputation as a
responsible and forward-thinking organisation but also positions us favourably in the
marketplace as a leader in sustainability. It reflects our dedication to minimising
environmental impacts and promoting ethical practices throughout our supply chain. In a
sector where the procurement of hazardous materials presents unique challenges, adhering
to these sustainability standards demonstrates our commitment to safety, compliance, and
corporate responsibility.
Quality Management System ISO 9001:2015
Y our Company has a robust Quality Management System
(QMS) in place, ensuring consistent product and service quality.
Environment Management System ISO 14001: 2015
Y our Company has a strong Environmental Management
System (EMS) in place, demonstrating a commitment to environmental
sustainability.
Occupational Health & Safety Management System ISO 45001: 2018
Y our Company's commitment to the health and safety of its employees.
Automotive Quality Management System IATF 16949:2016 This
demonstrates a firm commitment to quality excellence within that sector.
Energy Management System ISO 50001: 2018 -
This signifies your Company's commitment to managing energy consumption
efficiently.
Your Company provides enhanced reliability of test results, increased
efficiency, and a strong international reputation through ISO 17025:2017
accreditation for Quality Assurance and Marketing Technical Service laboratories at Navi
Mumbai.
Your Company has streamlined its processes to improve efficiency,
reduce GHG emissions, and minimise wastes.
The Company has disclosed climate change & water footprint data on CDP
(Carbon Disclosure Project) platform to develop a framework to understand how
transparency drives accountability in environmental issues through stakeholder.
Your Company has also signed a near term commitment with SBTi
(Science Based Targets initiative) for finalising a strategic plan and roadmap to
reduce overall emissions to prevent the worst impact of climate change.
Sustainability Initiatives: - Integration of Environmental, Social
& Governance (ESG) principles into the Company's Operations
In its pursuit of attaining Sustainability Goals, the Company is
successfully integrating ESG parameters in its operations. This strategic approach
aims to leverage any potential opportunities stemming from enhanced environmental
management, improved social performance, and strengthened governance principles. The
Company's ‘ESG Charter' is formulated to assist the Board and
Management in their oversight responsibilities, concerning critical issues. These include Climate
change crisis, protection of Human Rights, DE&I, Occupational Health
& Safety, and other ESG aspects that are relevant and material
to the Company. Furthermore, the Company is fully aware of the environmental ramification
of its business. It also recognises the importance of social and governance factors in
building a sustainable and effective investment strategy. Moreover, the Company remains
dedicated to maximising the value for all stakeholders by incorporating strategies that
attach prime importance to environmental Sustainability, while concurrently upholding
Human Rights and Governance parameters. In sync with this approach, the Company's ESG
programme considers Sustainability as one of its strongest pillars and also encompasses
broader
Social and Corporate Governance aspects for greater good. By adopting
and implementing a strong and meaningful ESG programme, the Company has been able to
establish clear environmental goals aimed at reducing its carbon footprint, determining
sourcing strategies, and laying a foundation for waste reduction initiatives. From the
social impact lens, the Company strives to create a meaningful diversity programme,
enhance employee well-being, and leave a lasting impact on the community. A strong
governance foundation coupled with firmly rooted business ethics has enabled the Company
to enhance stakeholder transparency and protect privacy.
The Business Responsibility & Sustainability Report-Core
(BRSR-Core)
The BRSR seeks disclosures from listed entities on their performance
against the Nine (9) Principles of the ‘National Guidelines on Responsible
Business Conduct' (NGBRCs) and reporting under each principle is divided into
essential and leadership indicators. The BRSR is intended towards having quantitative and
standardised disclosures on ESG parameters to enable comparability across companies,
sectors, and time.
The BRSR format was further amended by SEBI Circular
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, vide which the report is now
termed as BRSR Core – which is a subset of the BRSR consisting of a set of Key
Performance Indicators (KPIs) /metrics under the Nine (9) ESG attributes. The Company
forms part of the list of the top one thousand (1000) Companies based on market
capitalisation (as on March 31, 2025) and is mandatorily required to prepare a BRSR-Core
as a part of the Annual Report for the F.Y 2024-25.
The Company has accordingly prepared the Business Responsibility
& Sustainability Report-Core as a separate section and forms part of the Annual
Report F.Y 2024-25. As a proactive measure towards its Sustainability measures, the
BRSR-Core of the Company has been subjected to a ‘Limited Assurance' by
TUV-SUD and an Independent Assurance Statement furnished by the said body is also
annexed to the BRSR-Core.
The Company's efforts to achieve best Sustainability Standards
have been recognised by the following awards: (i) The Company's Sustainability
Report 2023–24 has been awarded the prestigious LACP Platinum Award for
the Best Report in the Chemicals Sector—for the second consecutive year. This
global recognition, conferred by the League of American Communications Professionals
LLC (LACP), follows last year's success, where the Sustainability Report
2022–23 also received the Platinum distinction in the same category. This
back-to-back achievement underscores the Company's continued excellence in
sustainability reporting at an international level.
(ii) The Company has once again been recognised
CNBC-TV18 India Risk Management Awards – Season
12, winning in the category of Regulatory Compliance Management
(Mid-Cap – Chemical Sector). This marks the second consecutive year of receiving
this prestigious honor, which celebrates the Company's outstanding performance and
leadership in regulatory compliance as a core component of its broader risk management
strategy.
Research & Development
The Research & Development (R&D) Centre of your Company drives
innovation with a vision to develop New Generation sustainable products and cutting-edge
process technologies for rubber chemical manufacturing, aligned with the Company's
tagline, "Innovating Chemistry; Driving Progress." The Centre aims to
establish NOCIL as a comprehensive solution provider for rubber chemicals, with a strong
emphasis on addressing both current and emerging customer needs, while strategically
supporting the Company's Strategic Levers: Market, Innovation, Portfolio,
Investment, People, Excellence, Digitalisation, and Sustainability.
NOCIL's R&D Centre is equipped with state-of-the-art facilities
and staffed by a dynamic team of experienced scientists, chemists, engineers, and
technologists. Guided by the principle of "The Ethics of Excellence," the
R&D Centre consistently strives to develop pioneering technologies aligned with the
Company's mission to become a world-class, customer-focused, and innovative leader in the
rubber chemical industry, providing high-quality and reliable products without
compromising customer satisfaction.
The R&D Centre's working philosophy integrates Green
Chemistry, Green Engineering, Sustainability Practices, Carbon Footprint reduction goals,
3Rs strategy (Reduce, Reuse, Recycle), and the Principles of Industry 4.0 with the support
of Digitalisation. These efforts are focused on creating greener, safer, sustainable,
and more cost-efficient processes and products.
The R&D Centre proudly holds recognition from the Department of
Scientific and Industrial Research (DSIR), Ministry of Science & Technology,
Government of India. The R&D team is continuously exploring research at the
opportunities in emerging domains and next-generation technologies through collaboration
with India's academic and research institutions, start-ups, and allied industries. To
meet challenging needs & to explore new domains, R&D infrastructure & working
culture is being improved to be prepared for Future Ready R&D.
Key Focus Areas of the R&D Centre:
T echnology Assessment & Process Improvement:
E valuating emerging technologies for development, enhancing
manufacturing processes to boost productivity, capacity, quality, and economic viability,
while minimising carbon and water footprints.
De velopment of Sustainable & Patented Technologies:
De veloping eco-friendly processes for existing products and
intermediates to strengthen market competitiveness and secure patents for developed
technologies.
Inn ovation in Products & Intermediates:
Des igning and developing sustainable products and niche intermediates
using innovative methods and renewable resources to meet evolving customer and business
needs.
Adv ancement of Cleaner Cost-Effective Technologies:
De veloping environmental technologies aligned with sustainability
goals and implementing 3Rs strategy in product and process advancements.
Sup port for Expansion, Cost Optimisation, Execution Excellence:
Technical input in Plant debottlenecking and expansions by developing
technologies that reduce costs, improve atom economy, and enhance overall manufacturing
efficiency.
Through relentless innovation and continuous improvement, the R&D
Centre has significantly contributed to:
Red uction in raw material consumption.
Red uction in the carbon and water manufacturing processes.
Incr ease in production capacities and productivity
Expansion of the product portfolio.
The unwavering commitment of NOCIL's top management to investing
in R&D infrastructure, combined with the dedication of its scientific teams, ensures
the ongoing success and future sustainability of NOCIL's business in rubber
chemicals, while enabling the exploration of new markets and product segments.
Risk Assessment and Management
The Company has a well-defined Risk Management System
inplace,asapartofitsgoodCorporateGovernancepractices and considers Risk Management to be
fundamental to good management practice and a significant aspect of Corporate Governance.
Effective management of Risk has enabled the Company to minimise the adverse effects of
such risks encountered from time to time thereby ensuring that the achievement of the
Company's strategic and operational objectives is not significantly altered. The
purpose is to identify and review past events/incidents and implement changes to prevent
or reduce future undesirable incidents. Your Company aims to use Risk Management to take
better informed decisions and improve the performance thereby achieving its strategic and
operational objectives. To address any risk factors that may arise on account of the
regulatory changes/amendments as applicable to the Company are being followed and
monitored closely. The Company has adopted a Risk Management Policy (the Policy) and
formed a Risk Management Committee (the Committee) in accordance with the provisions of
the Act and Regulation 21 of the SEBI (LODR) Regulations, 2015. andIn terms of the
Policy, the Committee reviews on a periodic basis the Risks relating to Enterprise Risk
Management (ERM) – Sustainability, Business Continuity Process Technology updates,
Competitor Action Plans, Cyber/I/T related Risks, Forex risks, Legal & Statutory
Compliances, Human Capital and Succession Planning, Exploration of diversification
opportunities in related areas of strength from time to time to ensure that business
vulnerabilities are not dependent on a single segment, Investment Proposals under
implementation and to take corrective action wherever necessary to minimise time and/or
cost ofoverruns.
The Company has also appointed a Chief Risk Officer
. (CRO) who is a dedicated functionary conversant with the
intricacies of business operations and the associated risks for ensuring control and
monitoring of the implementation of the Policy. The composition of the Risk Management
Committee (RMC), its terms of reference and number of Committee meetings held during the
year are given in the Corporate Governance Report. Group/Function Heads who are
accountable for the allocated risks are invited to the Committee meetings for
presentations wherein they highlight the measures taken towards handling the risks. The
Board also reviews on a quarterly basis a Risk Assessment Statement which captures the
overall assessment, control assessment and responsibility with a rating on a scale of 1 to
5, in respect of Handling of Hazardous materials, Regulatory compliance, Power outages,
Volatility of availability and Process of raw materials, Equipment failure, Risk of
flooding of Plants during Monsoon, Patent infringement, Adverse changes in Global
/National economic and political scenarios, Logistic disruptions, Frauds, Inadequate I.T
support, Non amicable labour relations etc
The Risk Management Policy has been uploaded on the Company's
website. The link for accessing the said Policy is given here below:
https://www.nocil.com/wp-content/uploads/2023/11/ NOCIL-RISK-MANAGEMENT-POLICY.pdf
Internal Control Systems and their Adequacy
Adequate internal controls, systems, and checks are in place and are
commensurate with the size of the Company and the nature of its business. The Management
exercises financial control on the Company's operations through a well-defined budget
monitoring process and specifying standard operating procedures. Your Company has
appointed an external professional agency M/s. Aneja Assurances Pvt. Ltd., to conduct the
internal audit, and the findings and recommendations of the Internal Auditors are placed
before the Audit Committee of your Board periodically. The Internal Auditors monitor and
evaluate the efficacy and adequacy of internal controls in the Company, its compliance
with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of Internal Auditors, the Management undertakes corrective
action in the respective areas and thereby further strengthens the controls. Significant
audit observations and corrective actions thereon are presented to the Audit Committee of
the Board. The Audit Committee of the Board ensures that necessary corrective actions
suggested are put in place. In addition, during the year under report, the Audit Committee
and the Board have specifically reviewed the Internal Financial Controls with reference to
the Financial Statements and process prevalent in the Company. On a case-to-case basis,
the Board also engages the services of professional experts in the said field, to ensure
that adequate financial controls and systems are in place. At the end of a period, the
Managing Director, and the Chief Financial Officer (CFO) give a declaration in the
prescribed format to certify that the financial statements prepared are accurate and
complete in all aspects and that there are no significant issues that can impair the
financial performance of the Company.
Ethical Code of Conduct and Compliance with Policies thereunder
Your Company has adopted an Ethical Code of Conduct (the Code)
for ensuring the highest degree of Transparency, Accountability, Integrity, and Social
Responsibility. Any potential or actual violation of the Code is viewed very seriously
by the Company and disciplinary action is taken thereon. The Company has formulated a Vigil
Mechanism
& Whistle Blowing Policy as part of the Ethical Code of
Conduct, which lays down a mechanism for reporting of any instances of frauds,
unethical conduct, conflict of interests, non-compliance with legal provisions, misuse of
Company's assets or funds, falsification of records/accounts, Misuse of Unpublished
Price sensitive information viz Insider
Trading, Instances of discrimination or unfair labour practices,
engagement of Child labour etc.
All employees have been sensitized on the imperative need to comply
with the said Ethical Code of Conduct by way of deployment of impactful e-learning
modules in the form of short films based on the real-life scenarios and backed by the
NOCIL ‘s core Policies .The said e-learning modules also have an in-built
mechanism for mandatory online testing to ensure that the Code is understood and complied
in letter and spirit by all the employees. The said e-learning modules cover the Policies
on Anti-corruption/Anti-Bribery, Vigil mechanism/Whistle blower, social media, Gift
prohibition, Conflict of interest, Diversity, Equity & Inclusion, and anti-
Discrimination etc) There have been no instances of Whistle blowing during the year
under review.
This Policy has been uploaded on the website of the company and the
link for accessing the same is given below
https://www.nocil.com/wp-content/uploads/2024/12/
Vigil-Mechanism-Whistle-Blower-Policy.pdf
Policy on Prevention of Sexual Harassment of Women at Workplace
Your Company is an equal employment opportunity Company and is
committed to creating a healthy and safe working environment that enables Employees,
Agents, Contractors, Vendors and Partners to work without fear of prejudice, gender bias
and sexual harassment. The Company also believes that all employees have the right to be
treated with dignity. Sexual harassment at the workplace or other than workplace if
involving employees is a grave offence and is, therefore, punishable. The Company has
therefore adopted and implemented a ‘Policy on Prevention of Sexual
Harassment' (POSH Policy) with the objective to provide protection against the
sexual harassment of women at workplace and for prevention and redressal of complaints of
sexual harassment and for matters connected therewith. This Policy is subject to and in
pursuance of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed there under. In accordance with the said Act
and the POSH Policy, the Company has formed an Internal Committee (I.C) to manage
the process of enquiry and redressal of complaints.
The Company has engaged Ms. Rajashri Rajashekhar as an external
expert member on the Internal Complaints Committee (I.C) under the statutory provisions of
(POSH) w.e.f December 1, 2024. Ms. Rajashri has more than three decades of experience and
vast knowledge on the subject and hence has also been retained as a Consultant for
ensuring compliance with provisions of the POSH and conduct trainings across the
organization. Ms. Rajashri's induction has helped us conduct in-person
trainings across the Plants and other offices to sensitise and educate our
employees (whether regular or contracted) on POSH.
During the year under review, no complaints were received under POSH.
This Policy has been uploaded on the Company's website and is accessible on the below
link: https://www.nocil.com/wp-content/uploads/2025/01/ POSH-Policy-For-website.pdf
Compliance with the provisions of the Maternity Benefit Act.
The Company has complied with the provisions of this Act.
Number of Board Meetings
The Board of Directors met seven (7) times during the financial year
under review as per details stated in the Corporate Governance Report.
Details of Committee Meetings Audit Committee Meeting
The members of Audit Committee met four (4) times during the financial
year under review as per the details stated in the Corporate Governance Report.
Nomination & Remuneration Committee
The Members of Nomination & Remuneration Committee met five (5)
times during the financial year under review as per the details stated in the Corporate
Governance Report.
Stakeholders' Relationship and Investors' Grievance Committee
The Members of Stakeholders' Relationship and Investors'
Grievance Committee met once during the financial year under review as per the details
stated in the Corporate Governance Report.
Risk Management Committee
The Members of Risk Management Committee met twice during the financial
year under review as per the details stated in the Corporate Governance Report.
Corporate Social Responsibility Committee
The Members of Corporate Social Responsibility Committee met twice
during the financial year under review as per the details stated in the Corporate
Governance Report.
Composition of Audit Committee:
The total strength of the Audit Committee is four (4) Directors all of
whom are Independent. The norms require at least 2/3rd of the members to be
Independent Directors. The composition of the Audit Committee is given below #:
| Name of Members |
Category |
| Mr. Vilas R. Gupte - Chairperson |
Independent Director |
| Mr. Debnarayan Bhattacharya |
Independent Director |
| Mr. Sujal Shah |
Independent Director |
| Ms. Radhika Haribhakti |
Independent Director |
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
#During the year under review the Audit Committee was reconstituted on
the expiry of the second term of Independent Directors namely Mr. Rohit Arora, Mr. D.N.
Mungale and Mr. P.V Bhide, Mr. Vilas R. Gupte was designated as Chairperson, Mr. Sujal
Shah, and Ms. Radhika Haribhakti were inducted as members in the Committee with effect
from 30th June, 2024.
Board Evaluation
Pursuant to the applicable provisions of the Companies Act, 2013, as
amended from time to time and Regulations 17 and 25 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, of its individual Directors as well as the
evaluation of the working of its Audit, Nomination & Remuneration, and other
Committees. The various criteria considered for evaluation of Whole Time/Executive
Directors included qualification, experience, knowledge, commitment, integrity,
leadership, engagement, transparency, analysis, decision making, Governance etc. The Board
commended the valuable contributions and the guidance provided by each Director in
achieving the desired levels of growth. This is in addition to evaluation of
Non-Independent Directors and the Board by the Independent Directors at their separate
meeting being held every year.
Declaration by Independent Directors
As required under Section 149(7) of the Companies Act, 2013, read with
Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, the Independent Directors have placed the necessary declaration of their
independence in terms of the conditions laid down under Section 149(6) of the Companies
Act, 2013, as amended, at the Board Meeting held on Thursday, May 15, 2025. Further,
pursuant to the Companies (Appointment and Qualification of Directors), Rules, 2014 as
amended, the said declaration also includes a confirmation to the effect that the
Independent Directors have included their names in the Database maintained by the Indian
Institute of Corporate Affairs, and they have paid the necessary fees for the said
registration.
Familiarisation Programme for the Independent Directors
The Company provides suitable familiarisation programmes to Independent
Directors to help them familiarise with the nature of the industry in which the Company
operates and the business model of the Company in addition to regular presentation on
expansion plans and their updates, technical operations, marketing and exports and
financial statements. In addition to the above, Directors are periodically advised about
the changes effected in the Corporate Law, Listing Regulations about their roles, rights,
and responsibilities as Directors of the Company. There is a regular interaction of
Directors with the Key Management Personnel (KMPs) of the Company. The details of the
familiarisation programme have been disclosed and updated from time to time on the
Company's website and its web link is: https://www.
nocil.com/wp-content/uploads/2025/06/Familiarization-Programme_24-25.pdf
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134 (3)(c) of the Companies Act, 2013:
(a) Tha t in the preparation of the Annual Financial Statements for the
year ended March 31, 2025, the Indian Accounting Standards (Ind AS), the provisions of the
Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange
Board of India (SEBI) have been followed along with proper explanations relating to
material departures, if any.
(b) Tha t such accounting policies as mentioned in Note 2 forming part
of the Financial Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent to give a true and fair view of
situation of the Company as of March 31, 2025.
(c) Tha t 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) Tha t the annual financial statements have been prepared on a going
concern basis.
(e) Tha t proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
(f) Tha t proper systems are devised to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
(g) That all the applicable Secretarial Standards have been complied
with by the Company during the year under review. The above assessment of the Board was
further strengthened by periodic review of internal controls by both the internal as well
as the external auditors.
Remuneration Policy
The current Remuneration Policy has been uploaded on the Company's
website and the weblink of the Policy is as under:
https://www.nocil.com/wp-content/uploads/2023/11/ Remuneration-Policy.pdf
Related Party Transactions
All Related Party Transactions that were entered into during the
financial year were at an arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel, Wholly Owned Subsidiary
Company, or other designated persons which may have a potential conflict with the interest
of the Company at large except as stated in the Financial Statements/Directors'
Report.
As per the Related Party Transactions Policy, approved by the Board of
Directors of the Company, during the year under review, the Company has entered related
party transactions based upon the omnibus approval granted by the Audit Committee. The
Audit Committee reviewed such transactions on quarterly basis for which omnibus approval
was given. Particulars of contracts or arrangements with related parties as referred to in
Section 188(1) of the Companies Act, 2013 along with the disclosures as mentioned in
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in
the prescribed Form AOC-2 for the F.Y 2024-25 are given in Annexure
"F".
The Company has modified its Related Party Transaction (RPT) Policy as
per recommendations of the Audit Committee to reflect the amendments in SEBI (LODR)
Regulations, 2015 w.e.f. February 07, 2025. The weblink of the Policy is:
https://www.nocil.com/wp-content/uploads/2025/05/ Policy-on-Related-Party-Transaction.pdf
Loans, Guarantees or Investments
Particulars of loans, guarantees or investments under Section 186 of
the Companies Act, 2013, are given in the Notes forming part of Financial Statements for
the year ended March 31, 2025.
Annual Return
The Annual Return of the Company for 2024-25 in Form MGT-7 pursuant to
the provisions of the Act and Rules made thereunder, is available on the Company's
Website at https://www.nocil.com/wp-content/uploads/2025/07/ MGT-7_Website_03072025.pdf
Subsidiary Company, Associates and Joint Ventures
PIL Chemicals Limited, (PIL), a Wholly Owned Subsidiary (WOS) of your
Company has recorded a Total Income of `17.49 Crores and Profit before Tax of `2.58
Crores, for the year under review. The Board of Directors of PIL declared an Interim
Dividend of `9.28/-per share. (Previous year Dividend was `1.80 /- per share). The Company
does not have any material subsidiary, however, a policy has been formulated for
determining material subsidiary(ies) and such policy has been disclosed on the
Company's website and its weblink is : https://
www.nocil.com/wp-content/uploads/2023/11/Policy-on-Material-Subsidiaries.pdf Pursuant to
the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans /
Advances made to, and investments made in the subsidiary have been furnished in Notes
forming part of the Accounts. A Statement containing the salient features of the financial
statements of the Company's Wholly Owned Subsidiary under the provisions of section
129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014
has been annexed in prescribed Form AOC -1. Further, the Company does not have any
Joint Venture or Associate Companies during the year or at any time after the closure of
the year and till the date of this report.
Consolidated Financial Statements
Consolidated Financial Statements are prepared by the Company in
accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry
of Corporate Affairs and the same together with Auditors' Report thereon form part of
the Annual Report. The financial statements have been prepared as per Division II of
Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April
06, 2016 as amended from time to time.
Personnel
The relations, during the year, between the employees and the
Management of your Company continued to be cordial. Your Directors wish to thank all the
employees for their continued support and co-operation during the year under review.
Stock Options
In terms of your approval, read with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended,
the details required to be provided are set out in Annexure "C" to this
Report.
Introduction of NOCIL Ltd - Long-Term Incentive Plan (LTIP)
At the 62nd Annual General Meeting of the shareholders of
the Company held on August 08, 2024, the shareholders accorded approval by means of a
Special Resolution for introduction and implementation of NOCIL Ltd- Long Term
Incentive Plan (LTIP). LTIP has been formulated as an important organisational
initiative to drive long term business deliverables in form of an Equity based
compensation Plan for eligible employees of the Company in pursuance of the total rewards
philosophy based on external benchmarking and designing. LTIP apart from being an
effective tool to recognise and reward talent is also expected to motivate and retain
talent as an Incentive. Under the LTIP as approved by the shareholders, it is proposed to
grant options aggregating to 85,00,000 shares of `10/- each in form of Employees Stock
Options (ESOPs) and Performance Restricted Stock Units (PRSUs) to eligible employees
as per the discretion of the Nomination & Remuneration Committee (NRC) duly empowered
in this regard.
Particulars of Employees
The information required under section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 in respect of employees of the Company is provided in Annexure
"E".
Appointment/Reappointment of Directors and Key Managerial Personnel
(KMPs)
Pursuant to Section 152(6) of the Companies Act, 2013 and the Articles
of the Association of the Company, Mr. Priyavrata H. Mafatlal, Non-Executive Director
retires by rotation at the forthcoming 63rd Annual General Meeting. Being
eligible, he has offered himself for re-appointment. Mr. Prasanna Pandit - President
Operations & Technical has been appointed as one of the Key Managerial Personnel (KMP)
with effect from June 01, 2024. He comes with a diverse domestic and international
experience of over 32 years with global and Indian companies spread across Asia- pacific,
China and Europe. He has successfully managed operations of large, multi- locational
chemical sites and directed large Greenfield/brownfield projects across all stage gates.
He has a proven track record of driving both top-line and bottom-line performance across
manufacturing operations, supply chain, projects, R&D, technical services, HSE &
Statutory Compliances.
Statutory Auditors
Pursuant to the requirements of Section 139(1) and 139(2) of the
Companies Act, 2013, at the Annual General Meeting held on July 28, 2022, the Members had
accorded their approval for the re -appointment of M/s. Kalyaniwalla
& Mistry LLP, Chartered Accountants, Mumbai as the Statutory
Auditors for the second term of the Company to examine and audit the accounts of the
Company for the Financial Year 2022-23 to Financial Year 2026-27. They have confirmed
their eligibility under Section 141 of the Companies Act, 2013 and the Rules. As required
under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India. The
amended provision of Section 139(1) of the Companies Act, 2013, has been dispensed with
the ratification of appointment of Statutory Auditors each year by the Members.
Explanations or comments on the qualification, reservation, adverse
remark, or disclaimer made by the Statutory Auditors or by the Secretarial Auditor in
their report.
During the year under review, there are no qualifications, reservations
or adverse remarks or disclaimers made by the Statutory Auditors appointed under section
139 of the Companies Act, 2013. Hence, the need for explanation or comments by the Board
does not arise. The report of the Statutory Auditor forms a part of the financial
statements. During the year under review, there were no material or serious instances of
fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and Rules
made there under, by officers or employees were reported by the Statutory Auditors of the
Company during the course of the audit conducted and therefore no details are required to
be disclosed under Section 134 (3) (ca) of the Companies Act,2013 .
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the
Company are required to be audited. M/s. Kishore Bhatia & Associates, Cost Auditors
have given a Certificate to the effect that the appointment, if made, will be within the
prescribed limits specified under section 141 of the Companies Act, 2013.
The Audit Committee has obtained a certificate from the Cost Auditors
certifying their independence and confirming their arm's length relationship with the
Company. The Cost Audit Report in respect of F.Y 2023-24 was filed on October 16, 2024,
and the Report for the F.Y 2024-25 will be filed within the time limit as prescribed under
the Companies (Cost Records and Audit), Rules, 2014. Your Directors, on the recommendation
of the Audit Committee, appointed M/s Kishore Bhatia & Associates to audit the cost
accounts of the Company for the F.Y 2025-26 on a remuneration of `9.50 Lakhs. As required
under the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed
before the Members at their 63rd Annual General Meeting for their ratification.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors at its meeting held on May 29, 2024 appointed M/s. Parikh &
Associates., Company Secretaries, a firm of Company Secretaries in Practice as
Secretarial Auditor to carry out the Secretarial Audit of the Company for 2024-25. The
Report of the Secretarial Audit is annexed herewith as Annexure "B." The
Secretarial Audit Report does not contain any qualifications, reservations or adverse
remarks or disclaimer.
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2024 ("SEBI Listing Regulations") a Peer Reviewed
Company Secretary (firm or individual) should be appointed as Secretarial Auditor,
subject to the approval of Shareholders. Further, a Secretarial Audit firm can be
appointed for not more than two terms of five consecutive years and can provide only those
services, as are approved by the Board of Directors. M/s Parikh & Associates is a
well-known firm of Practising Company Secretaries founded in 1987 and based in Mumbai. The
firm provides professional services in the field of Corporate Laws, SEBI Regulations, FEMA
Regulations including carrying out Secretarial Audit, Due Diligence Audits and Compliance
Audits. They are entitled for appointment as the Secretarial Auditors and have given their
Peer Review Certificate and consent for appointment as the Secretarial Auditors of the
Company for a term of 5 consecutive years, commencing from F.Y 2025-26 till F.Y
2029-30. The Board of Directors at their meeting held on May 15, 2025 (based on the
recommendations of the Audit Committee meeting held on the same date) and subject to
approval of Members /Shareholders at the 63rd Annual General Meeting convened
on August 07, 2025 accorded approval for the appointment of of M/s. Parikh &
Associates as Secretarial Auditors of the Company to hold the office as Secretarial
Auditors for a term of 5 consecutive years from F.Y 2025-26 till F.Y 2029-30 from the
conclusion of this 63rd Annual General Meeting till the conclusion of its 68th
Annual General Meeting to be held during the year 2030.
Further, PIL Chemicals Limited, is the only wholly owned subsidiary of
the Company and is not a material unlisted subsidiary. Therefore, the provisions regarding
the Secretarial Audit as mentioned in Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements), 2015 as
amended, do not apply to PIL Chemicals Limited.
Report on Corporate Governance
As per Regulation 34 read with Schedule V (C) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report
on Corporate Governance practices followed by the Company, together with a certificate
received from the Company's Secretarial Auditor confirming compliance is attached
(Refer Page No.115).
Report on Management Discussion and Analysis (MDA)
As required under Regulation 34 read with Schedule V (B) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on
"Management Discussion and Analysis" is attached and forms a part of this
Report.
Corporate Social Responsibility
Your Company treats CSR as "More than an obligation, more than
a duty ". As a part of the Arvind Mafatlal Group, the Company firmly believes
that discharge of Corporate Social Responsibility in itself is a feeling that the Company
belongs to the people at large and more so to the people the Company serves .Your
Company has pledged its resources in various sectors and is striving continuously with the
sole objective of creating an environment of well-being in all spheres of life. The group
has been implementing a range of CSR activities over the last fifty years, in areas like
healthcare, education, women's upliftment in rural India and environment protection.
The Company is honored to be the proud recipient of the prestigious E.T-Legal –
CSR Initiatives Award 2025, presented as part of the Economic Times Legal Awards
2024–25 for the second time in sucession. This marks the second consecutive year that
our Legal function has been recognised for its outstanding and transformative
contributions to Corporate Social Responsibility, reaffirming our commitment to driving
meaningful impact through legal excellence.
In line with the provisions of the Companies Act, 2013 as amended from
time to time and the Rules framed there under with respect to the Corporate Social
Responsibility
(CSR), the Company has formulated a Policy on CSR and has also
constituted a CSR Committee to recommend and monitor expenditure on CSR. In terms of the
requisite requirements, due processes and controls have been set up by the Company to
ensure that all CSR contributions sanctioned by the CSR Committee are expended by the
relevant organisations for the purpose for which it was sanctioned. The details of CSR
Contributions are given in the prescribed format which form part of this Report. The same
is annexed as Annexure "A." The Company continues to actively support
deserving social causes for improvement and upliftment of various sections of the society
as has been its practice for past several years.
Other Particulars
Additional information on Conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be disclosed in terms of
section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules 2014 is set out in Annexure "D" and forms part of this
Report.
General
Your Directors state that no disclosures or reporting is required in
respect of the following items as there were no transactions on these items during the
year under the review: a) 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. b) Issu e of Equity Shares with differential voting rights, dividend or
otherwise as per Section 43(a)(ii) of the Companies Act, 2013. c) Issu e of Shares
including Sweat Equity Shares to the employees of the Company under any scheme as per
provisions of Section 54(1)(d) of the Companies Act, 2013.
d) No instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies
Act, 2013. e) There was no revision to the Financial Statements for the year under review.
Acknowledgements
Your Directors would like to acknowledge the continued support and
co-operation from its Bankers, Government Bodies and Business Associates which have helped
the Company to sustain its growth during the year.
|
For and on behalf of the Board of Directors |
|
| Place : Mumbai |
Hrishikesh A. Mafatlal |
|
| Date : Ma |
2025 y 15, |
Chairman |
|