To
The Members
Your Directors present the 45th Annual Report together with
Audited Financial Statements of the Company for the financial year ended 31st
March, 2025.
FINANCIAL HIGHLIGHTS
The financial performance of the Company is summarized below:
(Rs In crore)
Particulars |
Consolidated |
Standalone |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from
Operations |
12,207 |
10,403 |
7,074 |
7,268 |
Other Income |
193 |
286 |
145 |
244 |
Operating Profit
(EBITDA) |
2,074 |
1,470 |
1,458 |
1,436 |
Less: |
(i) Finance Cost |
543 |
291 |
497 |
231 |
(ii) Depreciation &
Amortization Exp. |
933 |
582 |
239 |
266 |
Profit Before
exceptional items and tax |
598 |
597 |
722 |
939 |
Less: |
Exceptional Items |
2,663 |
- |
2,663 |
- |
Profit / (Loss)
Before Tax |
(2,065) |
597 |
(1,942) |
939 |
Less: |
Total Tax Expenses |
244 |
300 |
155 |
257 |
Profit / (Less)
for the year |
(2,309) |
297 |
(2,096) |
682 |
Consolidated financial performance: On Consolidated basis, your Company
has registered revenue from operations of Rs12,207 crore for the financial year ended 31st
March, 2025 as against Rs10,403 crore in previous year. During the year under review,
Consolidated Earnings before Finance Cost, Taxes, Depreciation and Amortisation (EBITDA)
stood at Rs2,074 crore and profit before exceptional items and tax arrived at Rs598 crore.
Your Company registered consolidated loss of Rs2,309 crore during the year after
accounting of exceptional item of Rs2,663 crore on standalone basis.
Current year Consolidated financials are not comparable with financials
of previous year since it includes financials of Alivus Life Sciences Limited (formerly
Glenmark Life Sciences Limited), which became subsidiary of the Company w.e.f. 6th
March, 2024.
The Net Worth of the Company on a consolidated basis stood at Rs7158
crore as on 31st March, 2025.
Standalone financial performance: Your Company's revenue from
operations for FY 2024-25 was at Rs7,074 crore which is marginally decreased compared to
Rs7,268 crore of previous year. Standalone EBIDTA stood at Rs1,458 crore and profit before
exceptional items and tax at Rs722 crore. The finance cost was increased to Rs497 crore
from Rs231 crore of previous year mainly on account of interest expenses on issuance of
Nonconvertible Debentures in February, 2024. After accounting of exceptional item of
Rs2663 crore, which pertains to impairment in value of investment based on fair valuation
report, your company incurred net loss of Rs2,096 crore during the year under review.
BUSINESS OVERVIEW
Your Company has a diversified business profile with presence across
Industrial chemicals business which includes soda ash, caustic soda, linear alkyl benzene
(LAB), salt, bromine, phosphoric acid and sodium bicarbonate, while consumer business
includes soaps, detergents and edible salt. It has diversified revenue profile and
geographical presence having production facilities mainly in Kalatalav, Dist: Bhavnagar
for soda ash, caustic soda, sodium bicarbonate, purified phosphoric acid, bromine, salt
and soap, Porbandar for soda ash, sodium bicarbonate, Alindra for LAB and detergent,
Mandali for soap, detergent, sulphuric acid, glycerine & Moraiya for detergent and
Single Super Phosphate.
At subsidiaries level, your Company also has operations in the USA at
Searles Valley Minerals Inc. for soda ash, boron and other chemicals, through its
wholly-owned subsidiary, Karnavati Holdings Inc. Further, Alivus Life Sciences Limited
manufactures select, high-value, non-commoditised, APIs in therapyareas such as
cardiovascular, central nervous system, pain management and diabetes. It provides contract
development and manufacturing organisation services to a range of multinational and
speciality pharmaceutical companies.
Industrial Chemical Business:
Soda ash, Caustic soda and LAB: Your Company is one of the largest
producer of soda ash and also a leading producer of caustic soda in India. Since November
2007, the Company thru its wholly owned subsidiary has also been operating in US soda ash
market after acquiring Searles Valley Minerals (SVM). Combining the US soda ash business,
it is among the top ten soda ash producers globally. The industrial chemicals business
benefits from economies of scale, captive raw material linkages, integrated operations and
logistics efficiencies. The Company has single location largest salt pans alongside soda
ash plant in India. The Company has strong raw material linkages with 100% captive salt
available for producing soda ash and caustic soda, limestone sourced both in-house and
through imports, and power from captive power plants.
Your Company has built established market position in soda ash, caustic
soda and LAB, however, this segment are inclined to global commodity dynamics. The
Company's profitability is also partially exposed to global prices, demand-supply
fluctuations and also forex fluctuations. The Company has also strengthened and
established market position in Alkali Chemicals coupled with various cost initiatives that
helped the Company in earning better profit margins. The standalone revenue from Soda ash,
LAB, caustic soda registered at Rs2,701 crore, Rs1,004 crore and Rs714 crore respectively
during the year under review.
Sodium Bicarbonate (SBC): The Company is one of the largest
producers of SBC (Baking Soda) in India. It has multiple uses in the growing industries
like bakery, leather softening, animal seed besides desulphurisation of flue gas coming
out of the thermal power plant. Taking in account growing demand, the Company is doubling
the capacity of SBC manufacturing in the middle of the year.
Other Chemicals: Your Company's operations are further backward
integrated to manufacture n-paraffins and other chemicals. Additionally, the company
produces phosphoric acid, which along with bromine, uses chlorine as a by-product
extracted while manufacturing caustic soda. It also manufactures various other chemicals
and fertilizer products. These products helped to strengthen the operations of the
Company.
Processed Minerals: This business segment constitutes the
Company's operations in USA through its subsidiary, which manufactures a range of
processed minerals such as soda ash and various boron-based chemicals.
Consumer Business:
Soaps & Detergents: Your Company is one of the leading soaps and
detergents player with a strong brand and market leadership in the economy segment, having
vast distribution network. The Company's focus on economy segment exposes it to
competition from unorganized players. However, this is mitigated to an extent by the
integrated nature of business, captive raw material supplies and benefits arising from a
diversified business model, which ensures timely and adequate supply and facilitates
greater control over quality and raw material cost. The Company has integrated operations
with soda ash and LAB used in the
manufacturing of soaps and detergents. The standalone revenue from
Soaps and Detergent registered was Rs1,737 crore, during the year under review.
Edible Salt: Your Company is the second largest player in the vacuum
evaporated edible salt business in the country with large and automated salt pans in
Gujarat, which provide a steady supply of salt for soda ash production. The revenue from
Salt registered at Rs487 crore during the year backed by strong demand for the product.
Utilities: Power and Fuel are one of the key inputs for the various
products manufactured by the Company. The Company has the flexibility to utilize a variety
of fuels from 3400 GCV to 8500 GCV and is optimizing the fuel mix strategy to its full
advantage. Your Company has power generation facilities with present installed capacity of
more than 237 MW.
The Company has taken major initiatives in integrating renewable and
alternate energy sources by utilizing renewable energy. The Company has deployed solar
power lightening system, rooftop solar and green power procurement at specified location
of the Company.
The strength of Company's robust business profile is on account of
its strong market positions within key product segments and diversified product profile
with integrated operations.
DIVIDEND
Your Directors have decided not to recommend any dividend on shares for
the year ended 31st March, 2025. During the year under review, the Company has
transferred a sum of Rs193 crore to the Debenture Redemption Reserve.
FINANCE
Your Company regularly monitors the working capital requirements and
effective planning for timely availability of funds at competitive rates. The Company has
funded its requirements through a mix of internal cash accruals, short term and long term
borrowings.
During the year under review, your Company has:
Raised Term Loan from Bank aggregating to Rs250 crore mainly for
reimbursement / re-financing of CAPEX of the Company.
Raised short term funds by issuing Commercial Papers as and when
required.
Redeemed Tranche A of NCDs Series VII amounting to Rs1100 crore
on 24th February, 2025 as per the terms of the issue out of aggregate amount of
Rs3500 of NCDs Series VII issued in three tranches.
As at 31st March, 2025, the credit ratings assigned to the
Company for its borrowings including debt securities are:
secured listed NCDs Series VII: CRISIL AA/Stable and IND
AA/Stable
long term banking facilities : CRISIL AA/Stable
short term rating : CRISIL A1+ and ICRAA1 +
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE
As on 31st March, 2025, the Company continues to have one
wholly owned subsidiary (WOS) with four step down wholly owned subsidiaries in
overseas and one subsidiary in India:
(i) Karnavati Holdings Inc. (KHI), USA, WOS
(ii) Searles Valley Minerals Inc. (SVM), USA (WOS of KHI)
(iii) Searles Domestic Water Company LLC, USA (WOS of SVM)
(iv) Trona Railway Company LLC, USA (WOS of SVM)
(v) Searles Valley Minerals Europe, France (WOS of SVM)
(vi) Alivus Life Sciences Limited (formerly Glenmark Life Sciences
Limited), subsidiary
The highlights of performance of subsidiaries of the Company in the
form of contribution of each of the subsidiaries and associates in terms of the revenue
and profit is provided in a statement containing salient
features of the financial statements of the subsidiary companies in
Form AOC-1, which forms part of the Annual Report in terms of Section 129(3) of the
Companies Act, 2013 (the Act). Further, pursuant to the provisions of Section
136 of the Act, the financial statements of the Company, consolidated financial statements
along with other documents required to be attached thereto are available on the website of
the Company.
The policy on determining material subsidiaries of the Company as
required under SEBI LODR is available on the Company's website www.nirma.co.in.
SHARE CAPITAL
During the year under review, there was no change in the authorised,
issued, subscribed and paid-up Share Capital of the Company and has not issued convertible
securities or shares with differential voting rights nor has granted any stock options or
sweat equity or warrants. The paid up Equity Share Capital of the Company is Rs73.04 crore
comprising of 14,60,75,130 Equity Shares of Rs5/- each as at 31st March, 2025.
Compliance with SEBI Regulation as applicable to HVDL Companies
In accordance with the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015 (SEBI LODR), the Company being high value debt
listed entity (HVDL) is required to additionally comply the applicable
provisions of Chapter VA of SEBI LODR, within applicable time prescribed therein.
As stipulated under Regulation 62Q read with Schedule V of the SEBI
LODR and other applicable SEBI circulars, the Corporate Governance Report forms part of
this Annual Report as Annexure-I.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the Board of Directors of the
Company is led by the Non-executive Chairman and comprises of nine other Directors,
including five Independent Directors which includes one women director.
Appointment of directors and key managerial personnel
During the year, based on the recommendation of Nomination and
Remuneration Committee (NRC) and approval of the Board of Directors of the
Company, the members of the Company have approved:
Appointment of Shri Ashish K. Desai (DIN 00962502) as a
Whole-time Director of the Company for a period of 5 years, with effect from 11th
October, 2024, liable to retire by rotation;
Appointment of Shri Sanjiv N. Patel (DIN 02794095), Shri
Khodabhai K. Patel (DIN 00403392) and Shri Satish C. Shah (DIN 00385356) as Independent
Directors of the Company for a term of three consecutive years commencing from 15th
March, 2025, not liable to retire by rotation. However, Shri Satish C. Shah, ceased as an
Independent Director due to his sad demise on 17th May, 2025.
In the opinion of the Board, the Independent Directors appointed during
the year possess requisite expertise, integrity and experience for such appointment. Shri
Sanjiv N. Patel is exempted from undertaking online proficiency test, while Shri Khodabhai
K. Patel shall comply with the provisions within the prescribed time frame. Smt. Tejalben
A. Mehta, Independent Director has qualified the online proficiency selfassessment test
during the financial year.
In pursuance to the requirement of SEBI LODR, Shri Kaushikbhai N.
Patel, Independent Director of the Company was appointed as Director in KHI and SVM,
unlisted material subsidiaries.
Resignation of director
Shri Shailesh V. Sonara (DIN 06592025) resigned as Whole-time Director
designated as Director (Environment & Safety) with effect from 1st
December, 2024 due to his ill health.
Director to retire by rotation
As per the provisions of Section 152 of the Act, Shri Pankaj R. Patel
(DIN 00131852), Director of the Company is liable to retire by rotation at the forthcoming
Annual General Meeting. He has expressed his willingness to retire by rotation as the
Director of the Company. Your Board recommends that the vacancy that would be caused by
retirement of Shri Pankaj R. Patel, not be filled up at the forthcoming Annual General
Meeting.
Declarations from directors
None of the Directors of the Company are disqualified for being
appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1)
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Company has received declarations from all the I ndependent
Directors that:
a) they meet the criteria of independence as laid down under Section
149(6) of the Act and SEBI LODR regulation.
b) they have registered themselves with the Independent Director's
Database maintained by the Indian Institute of Corporate Affairs in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.
Based on the declarations, the Board confirms that the Independent
Directors fulfill the conditions of independence specified in Section 149(6) of the Act
and SEBI LODR Regulations.
Key Managerial Personnel
In terms of the provisions of Section 2(51) and Section 203 of the Act,
Shri Hiren K. Patel, Managing Director, Shri Ashish K. Desai, Whole-time Director (w.e.f.
11th October, 2024), Shri Manan Shah, Chief Financial Officer and Shri Paresh
Sheth, Company Secretary of the Company are the Key Managerial personnel of the Company as
at 31st March, 2025.
There has been no change in Key Managerial Personnel during the year
under review other than mentioned above.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3c) read with Section 134(5) of the Act, your
Directors state that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material departures
for the year ended 31st March, 2025;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the loss of the company for that period;
c) the directors have 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 have prepared the annual accounts on a going concern
basis;
e) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
NUMBER OF MEETINGS OF THE BOARD
During the year under review five meetings of Board of Directors were
held on 20th May 2024, 13th August 2024, 11th October
2024, 21st November 2024 and 13th February 2025. The gap between two
meetings did not exceed one hundred and twenty days.
COMMITTEES
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following Committees
constituted by the Board function according to their respective roles and defined scope:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Corporate Social Responsibility Committee
iv) Investment Committee
v) Risk Management Committee
vi) Stakeholders Relationship Committee
The Company Secretary acts as the Secretary to the Committees. During
the year, all the recommendations of all the Committees were accepted by the Board. The
minutes of the Committee Meetings were placed before the Board for review and noting.
The details of composition of the Board and its Committees, number of
meetings held, attendance of Board and Committees members at such meetings, including
Committees Terms of Reference are provided in the Corporate Governance Report, which forms
part of this Annual Report.
EVALUATION
The performance evaluation of the Board, its Committees, and individual
Directors including independent directors and chairman (Evaluation) framework
has been designed in compliance with the Act and Nomination and Remuneration Policy of the
Company. In pursuance to the authorization given by the Board, the NRC of the Company has
carried out an annual performance Evaluation.
The Evaluation was carried out through a structured questionnaire
prepared after taking into consideration inputs received from the Directors, covering
various aspects pertaining to composition, structure, diversity of the Board and its
committees, participation by directors, independence of judgment and its impact on
business, managing potential conflict of interest, availability and fulfilment of
functions assigned to them, etc..
The Independent Directors of the Company at their meeting held on 7th
March, 2025, without the attendance of Non-Independent Directors and members of the
management carried out evaluation of the performance of the Board, committees, chairman
and executive directors of the Company and to assess the quality, quantity and timeliness
of flow of information between the management and the board of directors. The Board of
Directors at their meeting discussed and expressed their satisfaction on the manner of
Evaluation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS ANDOUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read
with Rule 8 (3) of The Companies (Accounts) Rules, 2014 is annexed to this Report as
Annexure - II and forms part of this Report.
AUDITOR & AUDITORS' REPORT
M/s. Hemanshu Shah & Co., Chartered Accountants, (Firm registration
no. 122439W), were appointed as Statutory Auditors of the Company to hold Office for a
period of five years from the conclusion of 42nd AGM with respect to financial
year 2022-23 till the conclusion of the 47th AGM, in pursuance to the
provisions of Section 139 of the Act, read with rules made thereunder. Pursuant to
Sections 139 and 141 of the Act and Rules framed thereunder, M/s. Hemanshu Shah & Co.,
have confirmed that they are not disqualified from continuing as Statutory Auditors of the
Company.
The Notes to the financial statements referred in the Auditors'
Report are self-explanatory. There are no qualifications or reservations or adverse
remarks or disclaimers given by Statutory Auditors of the Company and therefore do not
call for any comments under Section 134 of the Act. The Auditors' Report is enclosed
with the financial statements in this Annual Report.
SECRETARIAL AUDITOR & AUDIT REPORT
Pursuant to the provisions of section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s Kashyap R. Mehta & Associates, Practicing Company Secretaries (Firm
Registration No. S2011GJ166500) to undertake the Secretarial Audit of the Company for the
financial year 2024-25. The Secretarial Audit Report is annexed as Annexure - III and
forms an integral part of this report. In terms of Regulation 24A(2) read with Regulation
62M(2) of SEBI LODR, the Company has obtained Secretarial Compliance Report for the
financial year 2024-25 from
M/s Kashyap R. Mehta & Associates, Practicing Company Secretaries.
There are no qualifications, reservations or adverse remarks given by the Secretarial
Auditor in their reports.
COST AUDITOR
The Company has prepared and maintained the cost accounts and records
for the year 2024-25 as specified by Central Government in pursuance to provisions of
section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time. M/s. B. Desai & Co., Cost Accountants (Partnership Firm
Registration no. 005431), was appointed as the Cost Auditors for carrying out the cost
audit for applicable products during the financial year 2024-25.
The Board, on the recommendation made by the Audit Committee,
re-appointed M/s. B. Desai & Co., Cost Accountants (Partnership Firm Registration no.
005431) as the Cost Auditors of the Company to conduct audit of cost records for the
financial year ending 31st March, 2026.
The resolution pertaining to remuneration payable to the Cost Auditors
as approved by the Board, shall forms part of the notice convening the Annual General
Meeting for ratification by members as required under the Act and rules made thereunder.
Reporting of frauds
There was no instance of fraud identified and reported by the statutory
auditor, cost auditor and the secretarial auditor under section 143(12) of the Act during
the financial year.
ANNUALRETURN
Pursuant to Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014 , the Annual Return for the year ended 31st
March 2025 can be accessed on the Company's website www.nirma.co.in.
PARTICULARS OF EMPLOYEES
The Company is not listed Company under the Act, since only debt
securities of the Company are listed. Hence, the disclosure as required under section 197
(12) of the Act, read with Rules 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to particulars of employees and remuneration
are not applicable to the Company for the year under review.
SECRETARIAL STANDARD
The Company has complied with Secretarial Standards on Meetings of
Board of Directors and General Meetings issued by The Institute of Company Secretaries of
India during the year 2024-25.
VIGIL MECHANISM
The Company believes in conduct of its affairs in a fair and
transparent manner. Effective Vigil Mechanism cum Whistle Blower Policy has in place to
provide a formal mechanism to Company's Directors, employees and stakeholders to
report their genuine concern or grievances in accordance with section 177 of the Act read
with applicable rules thereof and SEBI (Prohibition of Insider Trading) Regulations, 2015
(SEBI PIT). The said mechanism was modified and enhanced to cover additional
requirements under SEBI LODR.
This mechanism enables the stakeholders, including individual employees
to freely communicate their concerns about serious misconduct and wrongful activities viz.
illegal or unethical practices, activities violating Company's policies including
Code of Conduct, leaking of unpublished price sensitive information etc. The Company has
adopted the Code for Insider Trading as per SEBI PIT regulations.
Adequate safeguards are also in place against victimization of
directors or employees or any other person who avail the mechanism and also to provide
direct access to the chairperson of the Audit Committee of the Company in appropriate or
exceptional cases. The Audit Committee of the Board of Directors oversees the effective
implementation and functioning of this mechanism. No complaint was reported under said
mechanism during the financial year 2024-25. The Vigil Mechanism / Whistle Blower Policy
is available on the website of the Company www.nirma.co.in.
Furthermore in compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal
Complaints Committee and policy are in place
for protection of women against sexual harassment at workplace and to
redress any complaints received thereunder. No complaint was reported during the financial
year 2024-25.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of loans given, investments made, guarantees given or security
provided during the year as required under the provisions of Section 186 of the Act are
given in the notes to Financial Statements.
RELATED PARTY TRANSANCTIONS
The Audit Committee approves the related party transactions
(RPT) in compliance with the provisions of the Act. Prior omnibus approval of
the Audit Committee is obtained on a yearly basis for the RPTs which are foreseeable and
of a repetitive nature, under the authorization of the Board. Other RPTs were placed
before the Audit Committee for review & approval and also before the Board for
approval, wherever required. Statement giving details of RPTs entered during the financial
year 2024-25 were placed on a quarterly basis before the Audit Committee and the Board for
review and noting. All transactions with related parties entered into during the year
under review were at arm's length basis. The details of related party transactions as
are required under Indian Accounting Standard-24 are set out in the notes to the financial
statements.
The Board of Directors based on recommendations of the Audit Committee
approved Policy on Materiality of Related Party Transactions and Dealing with
Related Party Transactions under SEBI LODR regulation as applicable to the Company
being HVDL. This policy shall come into effect from 1st April, 2025 and also
available on the website of the Company www.nirma.co.in.
Transaction with related party which considered material in terms of
Section 188(1) of the Act read with Rule 15(3) of the Companies (Meetings of Board and its
Powers) Rules, 2014 is disclosed in form AOC 2 as Annexure-IV to this report.
RISK MANAGEMENT & INTERNAL CONTROL
Risk management is an integral component of Company's strategy and
committed to manage risks proactively and efficiently. The Company has an effective risk
management framework in place which encompasses risk identification, risk evaluation, risk
mitigation, and risk monitoring. It improves decisionmaking, defines opportunities and
mitigates material events at periodical levels.
The Board had modified the Risk Management Policy to cover additional
requirements as applicable to the Company being HVDL under SEBI LODR, which shall come
into effect from 1st April, 2025. This policy inter alia aims to ensure
sustainable business growth with stability & promoting a pro-active approach in
evaluating, reporting and resolving risks associated with the business of the Company;
anticipate and respond to changing environmental, economical, political and technological
conditions in the external environment. This policy is available on the website of the
Company www.nirma.co.in.
The functional head across the organization identifies the probable
material risks in their area of operations as per business plans & strategies and
plans mitigation actions of such risks on a continuing basis. Identified material risks
systematically deliberated and assessed to classify them as per the criticality for the
business. The Audit Committee evaluates internal financial controls and risk management
system, as may be required. The Company has adequately insured its assets against various
risks.
Pursuant to and in compliance with the provisions of SEBI LODR, the
Board had also constituted a Risk Management Committee (RMC), the details of
RMC and its role are set out under the head of Committee in this report.
Your Company has a robust system of internal audit and internal control
which is commensurate with the size and scale of operations of the Company. The Internal
Audit Department of the Company ensure internal audit across locations of the Company and
the results of the audit findings are reviewed by the Audit Committee periodically and
recommends steps for further improvement.
CORPORATE SOCIAL RESPONSIBILITY
During the year, CSR activities were undertaken mainly in the areas of
rural development, promoting healthcare, education, making available safe drinking water,
ensuring environmental sustainability, animal welfare, etc.
The brief outline of the CSR Policy and the initiatives undertaken by
the Company on CSR activities during the year in the prescribed format are set out in
Annexure-V of this Report. The CSR Policy of the Company is available on the website of
the Company at www.nirma.co.in.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company with its
subsidiaries, have been prepared in compliance with Section 129(3) of the Act as well as
in accordance with applicable Indian Accounting Standards and forms an integral part of
this Report.
DEPOSITS
During the year under review, your Company has not accepted any Deposit
in pursuance to the provisions of Section 73 / 76 of the Act. No amount was outstanding
towards unclaimed deposit as on 31st March, 2025.
However, the Company has received a loan of Rs3.40 crore from relative
of Promoter who is Director, from time to time during the year @ 8% interest p.a. to meet
the timely business requirements of the Company. He has furnished a declaration in writing
to the effect that the amount was not been given out of funds acquired by him by borrowing
or accepting loan or deposits from others.
MATERIAL CHANGES
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year 2024-25
and the date of this report.
GENERAL DISCLOSURES
Your Directors states that during the year under review:
1. the disclosures have been made in this report for the items as
prescribed in section 134(3) of the Act and rule 8 of the Companies (Accounts) Rules, 2014
to the extent applicable and transactions took place on those items during the year under
review;
2. There was no revision of the financial statements and the
Board's Report during the given financial year;
3. The Managing Director and CFO of the Company have given compliance
certificate for the financial year 2024-25 to the Board in terms of regulation 62D(14)
read with part B of schedule II of SEBI LODR.
4. no application has been made or any proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);
5. no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status of the Company and its operations
in future;
6. no instances where the Company required the valuation for one-time
settlement or while taking the loan from the Banks or Financial institutions.
ACKNOWLEDGMENT
The Board of Directors place on record their sincere gratitude to all
employees for their dedication and consistent contribution during the year. The Board
would like to thank government and statutory authorities for their continued support. The
Board also place on record their appreciation to the stakeholders of the Company for the
support and co-operation extended by them and look forward to their continued support in
the future.
|
For and on behalf of the Board |
Place: Ahmedabad |
Dr. K. K. Patel |
Date: 29th May,
2025 |
(DIN 00404099) |
|
Chairman |