Dear Shareholders
Your Board of Directors is pleased to present Sixth Annual Report of
your Company together with Audited Financial Statement of the Company for the Financial
Year ended on 31st March, 2025.
FINANCIAL RESULTS
PARTICULARS |
FY 2024-25 |
FY 2023-24 |
Revenue from Operations |
1,98,121.11 |
1,52,311.90 |
Other Operating Revenue |
2,265.87 |
1,673.21 |
Total Revenue from Operations |
2,00,386.98 |
1,53,985.11 |
Other Income |
4,356.52 |
4,294.18 |
Total Income |
2,04,743.50 |
1,58,279.29 |
Profit Before Finance cost & Depreciation |
22,391.00 |
5,239.57 |
Finance Cost |
5,343.33 |
4,342.58 |
Depreciation and Amortization Expenses |
8,560.82 |
8,314.10 |
Profit Before Exceptional Items & Tax |
8,486.85 |
(7,417.11) |
Exceptional item |
- |
- |
Profit Before Tax |
8,486.85 |
(7,417.11) |
Payment and Provision of Current Tax |
550.00 |
466.86 |
Tax Adjustments (including Deferred Tax) of earlier year |
(10.60) |
- |
Deferred Tax Expenses/(Income) |
1,305.39 |
(2,227.23) |
Profit After Tax |
6,642.06 |
(5,656.74) |
FINANCIAL PERFORMANCE
During the year under review, the revenue from operations of your
Company increased to Rs. 2,00,386.98 Lakhs compared to
Rs. 1,53,985.11 Lakhs showing strength of recover in global market. The
Profit Before Finance cost & Depreciation for the year under review increased to Rs.
22,391.00 Lakhs compared to Rs. 5,239.57 Lakhs of previous year. Your Company has earned
profit after tax of Rs. 6,642.06 compared to previous year loss of Rs. 5,656.74 Lakhs.
SEGMENT PERFORMANCE
Crop Protection
During the year under review, Crop Protection constitutes ~72% of the
overall company?s revenue. The revenue from segment of the Company increased to Rs.
1,45,061.85 Lakhs compared to Rs 1,07,889.78 Lakhs showing strength of recovery in global
market. The Profit Before Finance cost & Depreciation for the year under review
increased to Rs. 20,440.76 Lakhs compared to Rs. 6,155.10 Lakhs of previous year.
Pigments:
During the year under review, Pigments constitutes ~28% of the overall
company?s revenue. The revenue from segment of the Company increased to Rs. 55,325.12
Lakhs compared to Rs. 46,095.33 Lakhs showing strength of recovery in global market. The
Profit Before Finance cost & Depreciation for the year under review increased to Rs.
3,634.93 Lakhs compared to loss of Rs. 62.05 Lakhs of previous year.
ADVANCING INTEGRATED MANAGEMENT SYSTEMS FOR SAFETY AND SUSTAINABILITY
Strengthening EHS and Sustainability A Core Commitment
The commitment of your Company towards sustainability extends beyond
regulatory compliance. Your Company actively embed Environmental, Health, and Safety (EHS)
excellence into the systems of our business operations. We recognize that long-term
business resilience is deeply connected to environment protection, workplace safety, and
responsible governance. To reinforce this commitment, your Company has taken significant
strides in enhancing EHS systems, culture, and performance across our eight manufacturing
sites.
Advancing Integrated Management Systems for Safety and Sustainability
As part of strategic approach to sustainability, your Company has
implemented an Integrated Management System (IMS) across our Crop Protection and Pigments
Divisions, aligning with globally recognized standards such as ISO 14001 (Environmental
Management) and ISO 45001 (Occupational Health and Safety). The systematic efforts of your
Company has led to all manufacturing facilities either obtaining or progressing towards
these certifications, reinforcing unwavering focus on continuous improvement in EHS
practices. Additionally, your Company has initiated measures to integrate Process Safety
Management (PSM) principles into plant design, project execution, and operational safety,
ensuring an inherently safer work environment.
Responsible Care Enhancing Safety and Supply Chain Collaboration
Understanding the crucial role of supply chain interdependence in
ensuring a safer and more sustainable chemical industry, your Company successfully adopted
the Responsible Care (RC) Management System. Our sustained efforts in this area enabled
three of our Crop Protection manufacturing sites and our R&D Centre to receive the
Responsible Care logoa testament to our adherence to globally recognized safety,
environmental, and ethical standards. The implementation of Responsible Care has led to a
structured approach towards leadership commitment, process safety, emergency preparedness,
workplace health, security management, and distribution safety, all monitored through Key
Performance Indicators (KPIs). Responsible Care has contributed in strengthening
management practices of all business processes, it has improved risk management and
incident prevention mechanisms, thereby reducing environmental footprints while enhancing
employee and community safety. In alignment with our Corporate Social Responsibility (CSR)
and Environmental, Social, and Governance (ESG) goals, we continue to elevate our
sustainability performance.
EcoVadis Assessment Elevating ESG and Sustainability Standards
Your Company is committed to embedding ESG (Environmental, Social, and
Governance) principles into its core business strategies. As part of this journey, your
Company actively participate in the globally recognized EcoVadis sustainability assessment
to benchmark and enhance our sustainability performance. In our latest assessment, we made
significant improvements in environmental management, ethical business practices, and
sustainable procurement, reinforcing our standing as a responsible corporate entity. Our
focus on structured ESG integration has resulted in higher compliance standards, improved
risk management, and enhanced stakeholder trust. EcoVadis assesses businesses across four
critical pillars: Environment, Labor & Human Rights, Ethics, and Sustainable
Procurement. By aligning our operational frameworks with these parameters, your Company is
strengthening its governance structure, optimizing resource efficiency, and driving
meaningful improvements in EHS performance. Our progress in this area ensures that we
remain at the forefront of sustainable industrial practices while aligning with
international sustainability benchmarks.
Embedding Safety as a Business Imperative
Safety is not just a regulatory requirement at your Company, it is now
a fundamental business imperative. We have taken significant steps to enhance workplace
safety and process safety by strengthening our hazard identification and risk assessment
(HIRA), Hazard and Operability Studies (HAZOP), Quantitative Risk Assessments (QRA), and
Pre-Startup Safety Reviews (PSSR). Through proactive risk mitigation strategies, process
controls, and targeted safety training programs, we have cultivated a culture of safety
ownership at all levels.
Sustainability at the Core of Business Excellence
With a strong foundation in Responsible Care, the EcoVadis
sustainability framework, and ISO-certified Integrated Management Systems, your Company is
well-positioned to drive sustainable business growth while ensuring the highest standards
of EHS excellence. Our holistic approach to sustainability prioritizes ethical governance,
operational efficiency, and environmental responsibility, ensuring that we create
long-term value for all stakeholders.
As we move forward, our focus remains on continuous improvement,
innovation, and responsible chemical managementreinforcing our role as a leader in
sustainable manufacturing. We are committed to delivering safer, environmentally
conscious, and high-quality products that contribute to a more sustainable future.
PERFORMANCE OF SUBSIDIARY
MEGHMANI CROP NUTRITION LIMITED(MCNL)
During the year under review, MCNL achieved revenue from operations of
Rs. 4,049.69 Lakhs against previous year of Rs. 139.93 Lakhs and achieved EBITDA of Rs.
1,752.37 Lakhs against previous year loss of Rs. 182.09 Lakhs with annual capacity of 5
crore bottles (~500 ml) per year.
Nano urea is revolutionary Liquid Fertilizer and is effective in
enhancing the nutritional quality, crop?s productivity and additionally, it is
environmentally safe. India?s urea demand stands at 35 Million metric tons (MMT) per
annum, of which nearly 9 MMT is imported to meet urea consumption. Government of India
targets to eliminate India?s dependency on urea imports by 2025 as more farmers adopt
the usage of Nano Urea. Additionally, it will help reduce Government?s subsidy burden
on the conventional urea. Your Company?s foray into Nano Urea amplifies the growth
strategy of the company and is aligned with the Prime Minister?s vision of
Atmanirbhar Bharat and increasing farmers? income.
KILBURN CHEMICALS LIMITED(KCL)
During the year under review, KCL achieved revenue from operations of
Rs. 3,396.31 Lakhs against previous year of Rs. 109.74 and incurred EBITDA loss of Rs.
5696.90 Lakhs against previous year loss of Rs. 2593.05 Lakhs. Your Company is one of the
largest manufacturers of Phthalocyanine pigment in India and acquisition of KCL would give
opportunity to increase its product basket by foray into manufacturing of a bright white
pigment, i.e. Titanium Dioxide (TiO2).
Titanium Dioxide (TiO2), an import substitution product, accelerates
the Company?s growth plans mirroring the Government?s Make in India?
& Atmanirbhar Bharat? vision.
INSURANCE CLAIMS
Fire in Dahej, SEZ in October 2022
During the year under review, your Company has received Rs. 3,601.58
Lakhs against claim amount of Rs. 3,803.54 Lakhs for a fire broke out in Finished Goods
warehouse of Pigment Plant of the Company located at SEZ unit, Dahej, on 22nd October,
2022.
Fire in Panoli unit in April 2023
During the year under review, your Company has received Rs. 782.85
Lakhs against a claim amount of Rs. 812.97 Lakhs for a fire broke out in Finished Goods
warehouse of Pigment Plant of the Company located at Panoli G.I.D.C. District
Bharuch 392130 on 16th April, 2023.
Fire in Agro-III at Dahej -2019
The erstwhile Meghmani Organics Limited submitted Business Interruption
claim to the insurance Company in the year 2019 and received Rs. 1261.14 Lakhs in past
years. During the year under review, your Company has filed a claim against the Insurance
Company for an amount of Rs. 284.93 Lakhs plus interest thereon. The said claim is under
process with the Arbitrator appointed by Hon?ble High Court, Gujarat.
DIVIDEND
The Board of Directors has not recommended any Dividend on equity share
for the Financial year 2024-25 in order to conserve profits to be reinvested in the
business and strengthen the financial position of the Company.
(A) Dividend Distribution Policy
Your Company has formulated and adopted the policy setting out the
parameters and circumstances that shall be taken into account by the Board in determining
the distribution of dividend to its shareholders and retaining profits earned by the
company as mandated by Regulation 43A of the SEBI (LODR) Regulations, 2015. A dividend
distribution policy as adopted by the Company is available on the website of the Company
at https://meghmani.com/wp-content/ uploads/2022/08/
Dividend-Distribution-Policy-MOL01.pdf.
(B) Transfer to Investor Education and Protection Fund (IEPF) Authority
During the year under review, unclaimed dividend amount of Rs. 5.59
Lakhs pertaining to FY 2016-17 were transferred to Investor Education & Protection
Fund (IEPF) established by the Central Government on 24th October, 2024 and also
transferred 27,776 Equity shares of the Company to IEPF on 22nd November, 2024.
SHARE CAPITAL
As on 31st March, 2025, a) the Present Authorised Capital is Rs.
3,700 Lakhs divided into 37,00,00,000 equity shares of Rs. 1 each. b) the Paid up Equity
Share Capital of the Company stood at 2,543.14 Lakhs divided into 25,43,14,211 equity
shares of Rs. 1 each.
During the year under review, the Company has neither issued shares
with differential rights as to dividend, voting or otherwise nor issued shares (including
sweat equity shares) to the employees or Directors of the Company, under any Scheme. The
Company has not issued any convertible instrument during the year. No disclosure is
required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not
exercised directly by the employees of the Company as the provisions of the said Section
are not applicable.
AUDITORS? REPORT
There is no qualification, reservation or adverse remarks or disclaimer
made by the Auditors in their report on the financial statement of the Company for the
Financial Year ended on 31st March, 2025.
FINANCIAL LIQUIDITY
Cash and Cash equivalent as at 31st March, 2025 was Rs. 1,866.46 Lakhs
compared with previous year of Rs. 1,412.78 Lakhs. The Company?s working capital
management is based on a well- organized process of continuous monitoring and controls on
Receivables, Inventories and other parameters.
CREDIT RATING
CRISIL has Long Term Rating Crisil A/Stable (downgraded from
Crisil A+/Negative) and Short Term Rating Crisil A1 (reaffirmed) to its total Bank
loan facility of Rs. 1,094 Crore vide its letter RL/ MEGORGN/368402/BLR/0525/116865 issued
on 6th May, 2025 to the Company.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return of the Company as on 31st March, 2024 and the draft annual
return as on 31st March, 2025 is available on the website of the Company at
www.meghmani.com in the investor section. prepared in accordance with Section 92(3) of the
Act, is made available on the website of the Company at
https://meghmani.com/investors/investor-information/
StockExchangeInformation/OtherDisclosures.
BOARD MEETINGS
During the year under review, the Board met four times on 11th May,
2024, 27th July, 2024, 26th October, 2024 and 8th February, 2025. The compositions of the
Board and its attendance have been given in the Report on Corporate Governance which forms
part of this Annual Report.
CONSTITUTION OF COMMITTEES
To comply with the requirements of listing, the Company has constituted
the following Committees
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship committee
4. Corporate Social Responsibility
5. Risk Management Committee
The details with regard to the composition, its attendance and
reference etc. of above mentioned committees are provided in the Report on Corporate
Governance which forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the
Financial Statements.
RELATED PARTY TRANSACTIONS (RPT)
All contracts / arrangements /transactions entered into with Related
Parties during the year under review were in the ordinary course of business and on an
arm?s length basis.
During the year under review, there is a no material Related Party
Transactions with related parties required to be reported in AOC-2.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are
provided in Annexure- A appended to this report.
CONSOLIDATED FINANCIAL STATEMENT
As on 31st March, 2025, the Company has the following three
subsidiaries;
Sr. No. Name of the Subsidiary |
Status |
1. Meghmani Organics USA INC. (USA) |
Active - Distribution Business |
2. Meghmani Crop Nutrition Limited |
Engaged in manufacturing of Nano Urea and other nutritional
products |
3. Kilburn Chemicals Limited |
Engaged in manufacturing of white pigments |
In accordance with the provisions of section 129(3) of the Companies
Act, 2013 read with regulation 33 of SEBI (LODR) Regulations, 2015, the Company has
prepared consolidated
financial statements of the Company and all its subsidiaries, which
form part of the Annual Report. As provided in Section 129(3) of the Companies Act and
Rules made thereunder a statement containing the salient features of the financial
statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report
as Annexure - B. A policy relating to material subsidiaries as approved by the
Board may be accessed on the Company?s website in the investor section.
DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)
The Board of Directors of the Company comprises of ten directors with
combination of five independent, three executive and two non-executive directors.
(A) DIRECTORS RETIRING BY ROTATION
Mr. Darshan Patel and Mr. Maulik Patel are the Directors retiring by
rotation and being eligible have offered themselves for re-appointment. Pursuant to
Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General
Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual
General Meeting.
(B) KEY MANAGERIAL PERSONNE
Pursuant to Section 2(51) of the Companies Act, 2013, read with the
Rules framed there under, the following persons have been designated as Key Managerial
Personnel of the Company:
1. Mr. Ankit PatelChairman & Managing Director & CEO
2. Mr. Gurjant Singh ChahalChief Financial Officer (CFO)
3. Mr. Jayesh PatelCompany Secretary
(C) INDEPENDENT DIRECTOR
During the year under review, there is no change in the directors of
the Company. Your company has the following five Independent Directors as on 31st March,
2025.
1) Mr. Manubhai Patel
2) Prof. (Dr) Ganapati Yadav
3) Ms. Urvashi Shah
4) Dr. Varesh Sinha and
5) Mr. Nikunt Raval
(D) EXECUTIVE DIRECTORS
During the year under review, there is no change in the Executive and
non-Executive non-independent director of the Company. As on 31st March, 2025, the Company
has the following executive directors;
Name |
Designation |
Tenure |
Mr. Ankit Patel |
Chairman & Managing Director |
5 years from 14th August, 2023 |
Mr. Karana Patel |
Executive Director |
5 years from 14th August, 2023 |
Mr. Darshan Patel |
Executive Director |
5 years from 14th August, 2023 |
The remuneration payable to Executive Directors includes fixed amount
of salary and performance based remuneration which shall be decided by the Board of
Directors collectively considering the performance of the Company. The details of
remuneration paid to Executive Directors are given in the Corporate Governance Report.
(E) INDEPENDENT DIRECTORS? DECLARTION OF INDEPENDENCE
The Independent Directors were appointed at the Board meeting and hold
office for a fixed term not exceeding five years and are not liable to retire by rotation.
In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has
given a written declaration to the Company confirming that he/she meets the criteria of
Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.
FIXED DEPOSITS
During the year, the Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules
framed there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company has unspent CSR amount of Rs.
447 Lakhs which was transferred to Unspent CSR account FY2025 on 29th April, 2025 in
accordance with provisions of Section 135(6) of Companies Act, 2013, which will be
utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR
activities prepared in accordance with Companies (Corporate Social Responsibility Policy)
Rules, 2014 is appended as Annexure - C to this report.
BOARD EVALUATION
The Company has adopted the policy for evaluation of the performance of
the Board, its committees and individual directors in accordance with the requirement
under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation
of the performance of the Board and its Committees have been carried out. The brief
information on performance evaluation of Board and individual director is provided in
Corporate Governance Report which is annexed to this report.
REMUNERATION POLICY
The Board has adopted a policy for selection and appointment of
Directors, Senior Management and their remuneration in order to comply with the
requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief
information about Remuneration Policy is provided in the Corporate Governance Report which
is annexed to this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted Whistle Blower Policy to deal with instance of
unethical behavior, actual or suspected fraud or violation of the Company?s code of
conduct, if any. Further, the mechanism adopted by the Company encourages the
whistleblower to report genuine concerns or grievances and provide for strict
confidentiality, adequate safeguards against victimization of whistleblower who avails of
such mechanism and also provides for direct access to the Chairman of the Audit and Risk
Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the
website of the Company under investor section.
RISK MANAGEMENT
The risks are measured, estimated and controlled with the objective to
mitigate its adverse impact on the business of the Company. The Company has inherent risk
associated with its business apart from credit risk, liquidity risk and market risk. The
Company has an effective risk management framework to monitor the risk controls in key
business processes. In order to minimize any adverse effects on the bottom line, your
Company takes various mitigation measures such as credit controls, foreign exchange
forward contracts to hedge foreign currency risk apart from insuring its assets through
various insurance policies.
CORPORATE GOVERNANCE
The Management of the Company ensures to maintain high standards of
Corporate Governance in conducting its business and to exist an effective self-regulatory
mechanism to protect the interest of various Stakeholders. Your Company has complied with
the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on
Corporate Governance for FY2024-25 prepared in accordance with Regulation 34(3) read with
Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure
- D. The requisite Certificate from Shahs & Associates, Practicing Company
Secretaries, Ahmedabad confirming the compliance with the conditions of corporate
governance is appended to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V to the SEBI (LODR)
Regulations, 2015, the Management Discussion and Analysis Report for the year under review
is presented in a separate section forming part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTINABLE REPORTING (BRSR)
Business Responsibility and Sustainable Reporting for the year under
review, as stipulated under Regulation 34 (2) (f ) of SIBI (LODR) Regulations, 2015 and
SEBI Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023 is available
at https://meghmani.com/wp-content/uploads/2025/06/BRSR-2024-25.pdf.
INSURANCE
The Company?s Plant, Property, Equipment and Stocks are adequately
insured under the Industrial All Risk Policy. The
Company has insurance coverage for Product Liability, Public Liability,
Marine coverage and Commercial General Liability (CGL). The Company has Directors?
and Officers? Liability Policy (D&OL) to provide coverage against the liabilities
arising on them.
AGROCHEMICAL REGISTRATION
The Company has 788 registration of export (including Co-partner
Registrations worldwide) and Central Insecticides Board (CIB), Faridabad.
RESEARCH & DEVELOPMENT
Research and Development (R & D) Center of the Company situated at
Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities
are spread over 5000 sq. feet area with ~35 researchers and scientists and have various
sophisticated analytical instruments. R & D Center carries out development of
off-patent molecules, improvements in process parameters, time cycle optimization and
scale up of new technology from laboratory to production level.
The R&D center accredited with the GLP-certificate of OECD-GLP from
National GLP Compliance Monitoring Authority (NGCMA), Department of Science and
Technology, Government of India since Oct-2017. Currently GLP Certification
No.:GLP/C-217/2023 and it is valid from 18th October, 2023 to 17th October, 2026. Good
Laboratory Practice (GLP) refers to a quality system of management controls for research
labs to ensure the uniformity, consistency, reliability, reproducibility, quality and
integrity of the tests conducted therein.
R&D center helped in developing new products and process of
Agrochemical active ingredients and intermediates, generated and isolated process related
impurities for all new developed products, which further characterized by IR, Mass, UV in
our in-house GLP facility and standardized it for further use in GLP activities. It also
helped to increase in CIB & Overseas registration of new products, which benefits to
the Company in long term.
The Company has been granted 5 process patents by Indian Patent
Authority.
ENVIRONMENT
As a responsible corporate citizen and as a chemicals manufacturer
environmental safety has been one of the key concerns of the Company. It is the constant
endeavor of the Company to strive for compliant of stipulated pollution control norms.
INDUSTRIAL RELATIONS
The relationship with the workmen and staff remained cordial and
harmonious during the year and management received full cooperation from employees.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under
section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure
and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the
Report and Audited Accounts are being sent to the members excluding the aforesaid
Annexure. Any member interested in obtaining a copy of the Annexure may write to the
Company Secretary at the registered office of the Company for a copy of it.
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 statement
in terms of Section 134 of the Companies Act (Act):-a) In the preparation of the Annual
Accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; b) The Directors had selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2025 and of the profit of the Company for the period ended on
31st March, 2025. c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) The Directors had prepared the Annual Accounts on a Going Concern
Basis; e) The Directors had laid down Internal Financial Controls (IFC) and that such
Internal Financial Controls are adequate and have been operating effectively. f ) The
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems have been found adequate and operating effectively.
AUDITORS:-
(A) INTERNAL AUDITOR:-
M/s. C N K Khandwala & Associates, Chartered Accountants has been
reappointed as Internal Auditor for the Financial Year 2025-26.
The Internal Auditors reports to the Audit Committee of the Board,
which helps to maintain its objectivity and independence. The scope and authority of the
Internal Audit function is defined by Audit Committee. The Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.
(B) STATUTORY AUDITORS: -
M/s. S R B C & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn.
No. 324982E / E 300003) were appointed as Statutory Auditors on 4th August, 2020, to hold
office for a period of five consecutive years from the conclusion of
1st Annual General Meeting (AGM) till the conclusion of 6th AGM.
During the year, the Auditors had not reported any matter under Section
143(12) of the Act and therefore, no detail is required to be disclosed under Section
134(3) (ca) of the Act.
The Statutory Auditor?s comment on your Company?s account for
the year ended 31st March, 2025 are self-explanatory in nature and do not require any
explanation. The Auditors Report does not contain any qualification or adverse remarks.
On expiry of term of present auditors of the Company, the Board of
Directors in their meeting held on 10th May, 2025 appointed M/s. Mukesh M. Shah & Co
(FRN:106625W), Chartered Accountants, Ahmedabad, as a Statutory Auditors of the Company
for a period of 5 years? subject to the approval of shareholders in the ensuing
Annual General Meeting. The new auditors shall hold the office from the conclusion of 6th
Annual General meeting till the conclusion of 11th Annual General meeting of the Company.
(C) SECRETARIAL AUDITOR: -
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company and Kilburn Chemicals Limited,
material unlisted company for FY 2024-25. The Secretarial Audit Report issued is appended
to this report as Annexure -E. As there is no qualification, reservation or adverse
remark made by the Auditors in their report, the report issued is self- explanatory and
need no further clarification. The Board of Directors recommended M/s Shahs &
Associates, a peer reviewed firm as Secretarial Auditors for five years starting from
FY2026. A Resolution seeking their appointment is included in the Notice convening the
Annual General Meeting.
(D) COST-AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by
the Company in respect of Agrochemicals products are required to be audited by a Qualified
Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been
appointed as Cost Auditors by the Board of Directors on the recommendation of Audit
Committee for audit of cost records for the year ended on 31st March, 2025 and their
remuneration was ratified by members at the 5th Annual General meeting held on 9th July,
2024. The Cost Audit Report issued by the Cost Auditors for the FY 2023-24 filed with the
Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule
6(6) of the Companies (cost records and audit) Rules, 2014.
Your Directors have on the recommendation of the Audit Committee,
appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm
Registration number 00025) to audit the Cost records of the Company for the Financial Year
2025-26.
A Resolution seeking ratification of remuneration payable to M/s. Kiran
J Mehta & Co., existing Cost Auditors for FY 2025-26, is included in the Notice
convening the Annual General Meeting.
OTHER DISCSLOSURE AND INFORMATION: -(A) Annual Listing Fee
The Company is listed with National Stock Exchange of India Limited and
BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2025-26.
(B) Prevention of Sexual Harassment at workplace
As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, the Company has constituted Internal Complaints Committees as per
requirement of the Act which are responsible for redressal of complaints relating to
sexual harassment against woman at workplace. During the year under review, there were no
complaints pertaining to sexual harassment against women.
(C) Significant or Material Orders passed by the Authority
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status of the Company and its future
operations.
(D) Secretarial Standards Compliance
During the year under review, the Company has complied with all
applicable Secretarial Standards issued by Institute of Company Secretaries of India and
approved by the Central Government pursuant to section 118 of the Companies Act, 2013.
ACKNOWLEDGMENT
The Board of Directors places on record their grateful appreciation for
the assistance and continued support received from various Central and State Government
Departments, Organizations and Agencies involved therein. Your Directors also gratefully
acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors,
Bankers and other business partners for the excellent support received during the year
under review. The Directors place on record their sincere appreciation to all employees of
the Company for their unstinted commitment and continued contribution to achieve goals of
the Company.