Chemtech Industrial Valves Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 27^th Annual Report of the company together with Audited Statement of Accounts and the Auditors Report for the Financial Year ended 31^st March, 2023. The summarized financial results for the financial year are as under:

1. Financial Results:

The Financial performance of your Company for the year under review is summarized below:

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Revenue from Operations	20,42,00,734	11,49,37,886
Other Income	99,08,990	18,14,562
Total Income	21,41,09,724	11,67,52,448
Less: Depreciation/ Amortization/ Impairment	97,71,695	1,01,12,968
Profit /loss before Finance Costs,
	20,43,38,029	10,66,39,480
Exceptional items and Tax Expense
Less: Finance Costs	1,13,28,558	1,36,28,509
Less: Other Operating & Non-Operating Expenses	16,52,34,607	9,90,49,016
Profit /loss before Exceptional items and
	2,77,74,864	(60,38,045)
Tax Expense
Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	2,77,74,864	(60,38,045)
Less: Tax Expense Current Tax	0	0
Deferred Tax	(1,18,657)	(4,30,657)
Profit /loss for the year (1)	2,78,93,521	(56,07,388)
Total Comprehensive Income/loss (2)	0	0
Total (1+2)	2,78,93,521	(56,07,388)
Balance of profit /loss for earlier years	(6,12,91,535)	(5,56,84,146)

The Standalone Gross Revenue from operations for Financial Year 2022-2023 was Rs. 20,42,00,734 /- as against Rs. 11,49,37,886/- in the previous year 2021-2022 which shows the increase in Revenue by 77.66%. The Company earned a Profit after tax of Rs. 2,78,93,521 /- for FY 2022-2023 as against Loss of Rs. 56,07,388/- reported in the previous year 2021-2022 which shows the increase in profitability by 597.44%.

2. Transfer to Reserves

During the Financial Year 2022-2023, the Company has not transferred any amount to General Reserve under the head of Reserve and Surplus Account.

3. Dividend

During the year under review, the Board of Directors of the Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year 2022-2023 .

4. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

5. Change in the Nature of Business, if any

During the Financial Year 2022-2023, the Company has not entered into any new business. Hence, the nature of business remained the same.

6. Deposit

The Company has not accepted or renewed any amount falling within the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with Chapter V of the Act is not applicable.

However, the Company has taken secured as well as Unsecured Loans from Banks which are considered as exempt deposits under Sub-clause (iii) of Clause (c) under Sub-rule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014 Further, the Company has accepted advances from Customers which are considered as exempt deposits under Sub-clause (xii) (a) of Clause (c) under Sub-rule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014.

7. Share Capital Structure

Authorised share Capital

During the year under review, the Authorised Share capital remained the same with Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs.10/- each.

Paid-up Share Capital

The paid-up Equity Share Capital as at March 31, 2023 stood at Rs.11,48,73,330/- divided into 1,14,87,333 Equity Shares of Rs.10/- each fully paid up.

During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2023, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

8. Material Changes and Commitments affecting Financial Position between the end of the Financial year and date of the report

Following material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report and their impact on financial position of the company is not determinable.

1. a. M/s. Chemtech Industrial Valves Limited has successfully manufactured & supplied DN 2500MM Sized Fabricated Double Disc Gate Valve to JSW Steel Limited, Integrated Steel Plant in Vijayanagar, Karnataka. b. The Valve, which weighs a staggering 16 tonnes, stands 32 feet high & is 10.5 feet wide, has been supplied for Coke Oven Gas Application, which is one of the Companys specializations.

c. Chemtech Industrial Valves Limited is one of the leading Manufacturers in India for the Extremely Critical large Diameter Valves Segment. The Company is supplying such Large Diameter Valves to all the Major Steel Plants in India and is also exporting the same.

2. CHEMTECH INDUSTRIAL VALVES LTD (CIVL) has successfully Manufactured & Supplied DN 2200 MM GOGGLE Valve to a Leading Copper Plant in West India.

3. CHEMTECH INDUSTRIAL VALVES LTD (CIVL) has been Granted a Patent for its Innovative Product, Line Blind. This Product helps End Users across Industries achieve over 90% Cost Savings in Pipeline Blanking Costs, all while increasing Safety during Blanking Operations.

9. Subsidiary/Joint Ventures/Associate Company

Your Company does not have any Subsidiary, Joint venture or any Associate Company.

10. Annual Return

The copy of Annual Return as required under Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, in Form MGT-7 shall be made available on Companys website www.chemtechvalves.com for your kind perusal and information.

11. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements forming part of Annual Report.

12. Related Party Transactions

All related party transactions that were entered into during the Financial Year 2022-2023 were on an arms 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 or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval and also before the Board for its noting and approval, is required as per the policy on Materiality of Related Party Transaction of the Company.

Further all the necessary details of transaction as defined under Section 188 of the Companies Act, 2013 entered with the related parties as defined under Section 2 (76) of the said Act are attached herewith in Form AOC-2 (Annexure I) for your kind perusal and information. Members may also refer to Note 36 to the financial statement which sets out related party disclosures pursuant to IND AS.

13. Meetings of the Board of Directors

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation. Only in the case of special and urgent business, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting.

In certain special circumstances, meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with secretarial standards issued by the ICSI on Board meetings.

The Board met Twelve (12) times during the year. The details of meetings of Board of Directors held during the Financial Year 2022-23 are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening period between two Board meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. http://www.chemtechvalves.com/investor-relations4.htm

14. Committees of the Board

The Board of Directors as on 31^st March, 2023 has the following Committees constituted: 1. Audit Committee; 2. Nomination and Remuneration Committee; 3. Stakeholders Relationship Committee.

Details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming the part of Annual report. http://www.chemtechvalves.com/investor-relations4.htm

15. Board of Directors and Key Managerial Personnel

The Board of Directors of the Company has various Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Change in Directors and Key Managerial Personnel

During the period under review, following were the changes in Directors and Key Managerial Personnel:

Sr.No	Date	Name of Directors and Key Managerial Personnel	Changes
1	19.05.2022	Ms. Prachi Kothari	Appointed as the Company Secretary & Compliance Officer
2	19.05.2022	Mr. Hemant Goyal	Appointed as Additional Non- Executive Independent Director and has been regularized in AGM held for the FY 2021-22.

Following were the changes in Directors and Key Managerial Personnel after the year end:

Sr.No	Date	Name of Directors and Key Managerial Personnel	Changes
1.	25.08.2023	Mr. Niranjay Amritlal Choudhary	Mr. Niranjay Amritlal Choudhary resigned from the post of Independent Director
2.	25.08.2023	Ms. Amita Jain	Appointed as Additional Non- Executive Independent Director.

16. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

The Independent Directors of the Company have held one meeting during the year on July 07, 2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

17. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) SEBI (LODR)Regulations, 2015.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

18. Familiarization Program for Independent Directors

All new Independent Directors inducted into the Board attended the orientation program. The Company has conducted programs to familiarize Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters. The Independent Directors were highly satisfied with the functioning of the Board and its various Committees and the high level of commitment and engagement.

19. Policy on Directors Appointment and Remuneration:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The current policy is to have optimum combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2023, the Board had Six (6) members, three (3) of whom are executive directors and three (3) Independent Directors including One Woman Director. The details of Board and committee composition, tenure of directors, other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy of the Company on Directors appointment and remuneration, as required under section 178 of the Companies Act, 2013 is also available on the website of the Company www.chemtechvalves.com

20. Directors Responsibility Statement

In accordance with the provision of Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 2022-2023 and of the Profit & Loss of the Company for the period;

c) They 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) They 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.

f) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

21. Future Outlook:

Riding on high demand and improved margins, all major industry players in India are planning for capacity expansions.

While your Company is active across a number of Sectors, a major focus shall be in the Steel Sector where the Company enjoys Tremendous Goodwill given the Credentials, we have created with all Major Steel Plants in India.

Economic revival has improved the demand sentiment & given the Strong Focus of the Government of India on Infrastructure over the next decade, we foresee Huge Investments being made in various Sectors including Roads / Ports / Housing for All / Railways / Rural Electrification / Smart Cities. All these Investments will require significant Steel Plant Capacity Expansion in India.

The Company has aligned its Product Range Offering to cater to all types of Valve requirements for Steel Plants, including Critical Large Diameter Valves.

The Steel Industry is currently on a Growth Spree in line with the National Steel Mission which envisages a Steel Making Capacity in India of 300 Million Tonnes by 2023 from the Current Capacity of apx 140 Million Tonnes.

This Growth in Capacity will see fresh Investments to the tune of Rs.3 Lakh Crores over the next 8 to 10 years. Industrial Valves would represent around 1% of this Capex, which your Company is strongly focusing to serve.

A majority of this Capex would be undertaken by the 5 Major Integrated Steel Plant groups in India i.e. JSW Steel Ltd, Jindal Steel & Power Ltd, Steel Authority of India Ltd, Arcelor Mittal Nippon Steel India Ltd, TATA Steel Ltd. Your Company is well positioned to cater to these Plants as these are Existing Customers of our Company & hence Revenue Visibility remains strong from our Steel Plant Customers in the coming 3 to 5 years.

22. Particulars of Employees and Remuneration to Managerial Personnel

In pursuance to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details as required are provided in this Boards report and marked as Annexure II.

During the financial year 2022-23, no employee was in receipt of remuneration exceeding the limits as stated in Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, no disclosures of details as prescribed in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are made in Annexure II attached to the Board report.

23.Corporate Social Responsibility (CSR)

The Company doesnt fall under the ambit of Section 135 (1) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014; hence, Corporate Social Responsibility policy is not applicable to the Company.

24.Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Listing Regulations, the Board of Directors of the Company has framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No person has been denied access to the Chairman of the Audit Committee.

During the Financial Year 2022-23, no complaints were received of any sort from any Directors and employee of the Company. Whistle Blower Policy is disclosed on the website of the Company www.chemtechvalves.com

25.Internal Financial Control and its Adequacy

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems.

26.Risk Management

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address the emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes.

27.Audit report and Auditors

Audit reports

• The Auditors report for Financial Year ending on 31^st March, 2023 does not contain any qualification, reservation or adverse remark. The Auditors report is enclosed with financial statements in this Annual report.

•The Secretarial Audit Report for financial year ending on 31^st March, 2023 does not contain any qualification, reservation or adverse remark. The Secretarial report is enclosed as Annexure III to the Boards report.

• As required by Listing Regulations, the auditors certificate on corporate governance is enclosed and forms a part of this report. The auditors certificate for financial year ending on 31^st March, 2023 does not contain any qualification, reservation or adverse remark except as stated in the report.

Statutory Auditors

M/s. Raju & Prasad, Chartered Accountants, (Firm Registration No. 003475S), having office at 511, The Corporate Centre, Nirmal Lifestyle Mall, LBS Marg, Mulund (W), Mumbai - 400 080, were re-appointed as the Statutory Auditors of the Company for a period of five consecutive years in the Annual General Meeting of the members held on 16^th August, 2022 to hold office from the conclusion of the 26^st AGM of the Company till the conclusion of 31^st AGM of the Company at a remuneration as mutually agreed upon by the Board of Directors and the Statutory Auditors.

Secretarial Auditors

M/s. Pimple & Associates, Practicing Company Secretary is re-appointed as Secretarial Auditor of the Company for Fiscal 2023-24, as required under section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report. The secretarial auditor has not expressed any qualifications in their Secretarial Audit Report for the year under review. Pursuant to regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report forms part of this Report and is uploaded on the website of the Company i.e. www.chemtechvalves.com

The Board of Directors at their meeting held on 10^th August, 2023 has appointed M/s. Pimple & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company.

Cost Auditors

The Company is required to maintain the Cost records under Section 148(1) of Companies Act, 2013 and thus the Company has maintained the Cost Records as prescribed under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company.

However, the requirement of Cost Audit as prescribed under Section 148(1) is not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors has not reported to the Audit Committee and/ or Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

28.Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

29.Consersation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

(A)Conservation of energy-

(i) The steps taken or impact on conservation of energy- N.A

(ii) The steps taken by the Company for utilizing alternate sources of energy: N.A (iii) The capital investment on energy conservation equipment: N.A

(A)Technology absorption-

(i) The efforts made towards technology absorption: None

(ii) The benefits derived like product improvement, cost reduction, product development or import Substitution: None (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): (a) The details of technology imported: None (b) The year of import: N.A (c) Whether the technology been fully absorbed: N.A (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A (iv)The expenditure incurred on Research and Development: Nil

(A)Foreign exchange earnings and Outgo-

Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

30.Corporate Insolvency Resolution Process Initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

31.Failure to Implement any Corporate Action

No corporate action took place during Financial Year 2022-23 and reporting for the same with the concerned department has been completed within specified time limit.

32.Corporate Governance

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Annual Report.

33.Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this Report.

34.Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

35.Significant and material orders passed by the Regulators or Courts

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

36.Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

Your Company believes in the potential of people to go beyond and be the game-changing force for business transformation and success. This potential is harnessed by fostering an open and inclusive work culture that enables breakthrough performance and comprehensive development of employees through the three pillars of Leading Self, Leading Teams and Leading Business.

37.Health, Safety and Environment Protection

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

38.Appreciation and Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company.

The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

Registered office:		For and on behalf of the Board of Director
105 Hiranandani Indl
Estate, Opp. Kanjur Marg
Railway Station, Mumbai-
400078
	Sd/-	Sd/-
	Puneet Pradeep Badkur	Harsh Pradeep Badkur
Place: Mumbai	Whole Time Director & CFO	Chairman & Managing
		Director
Date: 31st August 2023	DIN: 07803209	DIN: 00676715