Laffans Petrochemicals Ltd Management Discussions

OVERVIEW

Company is operating in the business of trading in specialty chemicals on whole sale basis through various distributors of the Company. During the year under review, the Company has put a focus on trading in various chemicals product and is striving to gain the market share ion very competitive market.

FINANCIAL PERFORMANCE OF THE COMPANY:

Share Capital: The issued and paid-up share capital of the Company is Rs. 8,00,00,000/- (Rupees Eighty Lakhs only) consisting of 80,00,000 (Eighty Lakhs only) Equity shares of Rs.10/- each as on March 31, 2024.

As on March 31, 2024 the reserves and surplus are Rs. 5361.79 Lacs.

Secured loans

During the year under review Company had not borrowed any secured loan.

Result from operation

Total income of company during the F.Y 2023-24 was Rs. 605.82 Lacs. Furthermore, the profit for the year was Rs 260.43Lacs as against the profit of Rs. 79.49 Lacs for previous year.

Industry structure and development

Specialty chemicals , Commodities, real estate.

Internal control system

Company has adequate internal control procedures commensurate with the size of the company and of its business for the purchase of raw materials and fixed assets and for the sale of goods.

Human Resources

Company has good relations with its employees

Insurance

Laffans Petrochemicals Limited has taken necessary insurance to protect its assets.

Environmental Preservation

Quality of human life is the most important factor to sustain life and this could be achieved through preservation of natural environment. The Companys R & D Department continues to develop new shades in an environmentally sustainable manner. The Company always consumes eco-friendly Raw-materials, chemicals. The Company has also installed an

Effluent Treatment plant for proper treatment of waste water. Your companys strength lies in consistent quality consciousness and eco-friendly awareness.

Material developments in Human Resources / Industrial Relations

The company has always considered human resources as the driving force for progress and success and they are the main assets of the company. Management is of the firm belief that the growth of the company is due to the continuous contribution from its manpower. The company has the required number of skilled and semi-skilled persons and it constantly tries to improve their quality and productivity and provides a congenial working environment for them. The company is committed for continual improvement in all aspects of social standard, business and employees welfare to grow as an ethical business. We believe that harmony amongst employees, employer and business leads to socio economic improvement. The industrial relations continued to be extremely cordial during the year.

Risk Factor

The company is mainly dependent on imports from Gulf countries as the transit times often goes beyond 30 days the market price may fluctuate by the time the goods arrive for sale. The last year has seen many such fluctuations resulting in the company doing limited imports of chemical. The company therefore restrains from long term contacts.

Opportunity

The company is not dependent on any one product type and is constantly seeking never products based on local demand.

The company as identifiedseveral Chinese firm to represent them in India through exclusive agency. The Indian chemical market continues to grow and cheaper import allows opportunities in this area.

Further increasing demand of specially chemicals, favorable government policy, GST regime would be beneficial the business of the company in the upcoming years, future prospects/outlook Your company is continuously working on strengthening the business. Your company has been successfully executing major orders from prestigious customers and it has been enjoying the confidence of all products by reducing the various costs. The results of these initiatives are expected to improve overall profitability of the company further during the current year.

The Directors present the Companys Report on Corporate Governance for the year ended March 31, 2024, in accordance with Regulation 34 (3) and read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (The "LODR Regulation").

1. Companys Philosophy on Corporate Governance:

Corporate Governance broadly refers to a set of rules and practices designed to govern the behaviour of corporate enterprises. The Companys philosophy on Corporate Governance envisages accountability, responsibility and transparency in the conduct of the Companys business and its affairs vis-a-vis its employees, shareholders, bankers, lenders, government, suppliers, dealers etc. and accordingly lays great emphasis on regulatory compliances. The Company firmly believes that Corporate Governance is a powerful tool to sub serve the long term growth of the Company and continues to give high priority to the principles and practices of good Corporate Governance and has accordingly benchmarked its practices with the existing guidelines of corporate governance as laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) and applicable provisions of the Companies Act, 2013 (the Act), a report on Corporate Governance is detailed below:

2. Governance Structure:

Board of Directors: 2.1 Composition and Category of Directors

The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Directors who represents a good professionalism. The Board of the Company comprised of 5 (Five) Directors as on March 31, 2024.

The Boards Composition is in accordance with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of Board of Directors as on March 31, 2024.

Name of the Directors	Category
Mr. Sandeep Seth	Managing Director
Mrs. Anisha Seth	Whole Time Director
Mr. Rajesh Thadani	Independent Director
Mr. Deepak Roy	Independent Director
Mr. Gajraj Mishra	Independent Director

* Mr. Roshan Narayandas Chowdhry (DIN: 01625827), who was appointed as an Additional Independent Director at the Board Meeting held on June 18, 2024.

2.2 Directorship and Committee Membership in other Companies:

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than

5 Committees (as specified in Regulation 26(1) of Listing Regulation with Stock Exchange) cross all the

Companies in India in which they hold directorship.

Independent Directors do not serve in more than 7 Listed Companies. None of the Independent Directors are Whole Time Directors in any Listed Companies. Accordingly, the limitation mentioned in Regulation 17A of the LODR Regulation is not applicable.

Directorships and membership of Committees in other companies held by Directors as on March 31, 2024 are given below:

		Committees Positions
Name of Director	Number of Directorship(s) held in other Indian public limited Companies	Committee Chairmanship	Committee Membership
Mr. Sandeep Seth	0	None	None
Mrs. Anisha Seth	0	None	None
Mr. Rajesh Thadani	0	None	None
Mr. Deepak Roy	0	None	None
Mr. Gajraj Mishra	0	None	None

Directorships do not include directorships in Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013.

Chairmanship/ Membership of committees of Board of Directors include only Audit and Stakeholder Relations Committees of other Public Limited Companies.

2.3 Appointment /Re-appointment of Directors:

Mrs. Anisha Seth (DIN: 06867960), Whole Time -Director of the company who retires by rotation and being eligible, offers herself for re-appointment.

Mr. Roshan Narayandas Chowdhry (DIN: 01625827), who was appointed as an Additional Independent Director at the Board Meeting held on June 18, 2024, is being proposed to be reappointed as Independent Director

2.4 Information Supplied to the Board:

The Board of the Director of the Company is presented with relevant information in advance on various matters related to working of the Company, especially those which requires deliberation. In addition to items which requires approval of the Board or its noting, the information is provided on various items. The information supplied by management to the Board of the Company is in accordance with various Regulations of SEBI (LODR) Regulations, 2015.

2.5 Orderly Succession to Board and Senior Management:

The Board of Director of the Company satisfies itself about the plans in place for orderly succession for appointment to the Board and to Senior Management.

2.6 Review of Legal Compliance reports:

During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the management.

2.7 Maximum tenure of Independent Directors:

The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013. The terms and conditions of appointment of independent Directors are placed on the Companys website https:// laffanspetrochemical.com/investor/

2.8 Formal letter of Appointment to Independent Directors:

The Company has issued formal letter to each Independent Directors in the manners as provided in the Companies Act, 2013. The terms and conditions of appointment of Independent Directors are placed on

Companys website https://laffanspetrochemical.com/investor/

2.9 Re-appointment of Directors (liable to retire by rotation):

Mrs. Anisha Seth (DIN: 06867960), retires by rotation and being eligible offers himself for re-appointment.

Her brief particulars is as under:

Name of the Director:	Mrs. Anisha Seth
DIN	06867960
Age	54 Yrs
Nationality	Indian
Date of first appointment:	24-10-2019
Expertise in specific functional areas:	General Management
Qualifications:	M.Ed
Key terms and conditions of appointment/ reappointment:	As per the terms of appointment
Number of Equity shares held in Company:	3,06,443 shares
List of other Directorship held In (other listed Companies):	Nil
Chairmanships / memberships of committees of director in others listed companies:	Nil
Relationships between the Directors inter-se, if any	Spouse of Mr. Sandeep Seth
	(Managing Director)

2.10 Board Meetings Held:

Eight (8) Board Meetings were held on 15.04.2023, 08.05.2023, 05.06.2023, 24.06.2023, 11.08.2023, 09.11.2023, 29.01.2024, 16.03.2024. Board Meetings were held in compliance with the provisions of the Companies Act, 2013.

2.11 Attendance of each director at the Board meetings held during the financial the previous Annual General Meeting held on July 17, 2023:

Name of the Directors	No. of Board meetings held	No. of Board meetings attended	Previous AGM Yes/No
Mr. Sandeep Seth	8	8	Yes
Mrs. Anisha Seth	8	8	Yes
Mr. Rajesh Thadani	8	8	Yes
Mr. Deepak Roy	8	8	Yes
Mr. Gajraj Mishra	8	8	Yes

3. INDEPENDENT DIRECTORS MEETING

As required under Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the meeting of the Independent Directors was held on March 16, 2024, inter alia, to discuss:

Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Familiarization Programme for Independent Directors: If any person joins the Board of the Company as an Independent Director, the company conducts the seminars/power point presentations at regular intervals so that the new Independent Director gets acquainted with the nature of the Company. The new person will come to know about various roles, duties, rights and responsibilities that has to be performed during the course of time.

4. Audit Committee 4.1 Terms of reference:

The terms of reference for Audit Committee have been specified in Part C of Schedule II under Regulation

18(3) of Listing Obligation and Disclosure Requirements (LODR), Regulation, 2015 where the information will be reviewed by the Audit Committee.

4.2 Composition of the Audit Committee:

The Company has constituted a qualified Audit Committee as required under section 177 of the Companies

Act, 2013. The Audit Committee comprises of three directors as members. All the members are well versed with finance, accounts, corporate laws and general business practices. Mr. Rajesh Thadani, Chairman of the Committee is an Independent Director and has financial and accountancy expertise. The Audit Committee constitutes the following -

Name of the Member	Category	Designation
Mr. Rajesh Thadani	Independent Director	Chairman
Mr. Sandeep Seth	Managing Director	Member
Mr. Gajraj Mishra	Independent Director	Member

4.3 Audit Committee meetings:

During the year under the review, the Committee met Five (5) times, i.e. on 08.05.2023, 24.06.2023, 11.08.2023, 09.11.2023, 29.01.2024.

Attendance at the meetings of the Audit Committee:

Name of the Member	Designation	No. Of meetings during the year
		Held	Attended
Mr. Rajesh Thadani	Chairman	5	5
Mr. Sandeep Seth	Managing Director	5	5
Mr. Gajraj Mishra	Member	5	5

5. Nomination & Remuneration Committee 5.1 Term of Reference:

The broad terms of reference of the Nomination and Remuneration Committee are:

To formulate the criteria for determining qualifications, positive attributes and independence for appointment of a Director and recommend to the Board, policies relating to the remuneration of the Directors, key managerial personnel and other employees;

To formulate the criteria for evaluation of all the Directors on the Board;

To devise a policy on Board diversity; and

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Nomination and Remuneration Policy is devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 and has been published as an Annexure to the Directors Report. Further, the details of remuneration paid to all the Directors and the other disclosures as required to be made under the LODR Regulations are complied with.

5.2. Composition of Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulation, 2015.

The Nomination and Remuneration Committee now comprises of three directors as members. Mr. Rajesh Thadani, Chairman of the Committee is an Independent Director.

Name of the Member	Category	Designation
Mr. Rajesh Thadani	Independent Director	Chairman
Mr. Deepak Roy	Independent Director	Member
Mr. Gajraj Mishra	Independent Director	Member

5.3 Nomination and Remuneration Committee Meetings:

During the year under the review, the Committee met Three (3) times, i.e. 15.04.2023, 24.06.2023,16.03.2024.

Attendance at the meetings of the Nomination & Remuneration Committee:

Name of the Member Designation No. of meetings during the year Held Attended

Mr. Rajesh Thadani Chairman 3 3 Mr. Deepak Roy Member 3 3 Mr. Gajraj Mishra Member 3 3

5.4 Details of Remuneration Paid to the Directors in 2023-24:

Remuneration paid to Executive Directors: [per annum] (Amount in Rs.)

Name Salary Bonus Other perks Commission Total

Mr. Sandeep Seth -- -- --Mrs. Anisha Seth -- -- --

Remuneration paid to Non-Executive Directors: (Amount in Rs.)

Name	Salary	Sitting Fees	No. of Shares held
Mr. Rajesh Thadani	-	-	NIL
Mr. Deepak Roy	-	-	NIL
Mr. Gajraj Mishra	-	-	NIL

6. Stakeholder Relationship Committee

The Stakeholder Relationship Committee has been constituted under the Chairmanship of Mr. Rajesh Thadani with Mr. Sandeep Seth and Mrs. Anisha Seth as the other member to facilitate speedy disposal of requests pertaining to transfer, transmission of shares in physical form, issue of duplicate share certificates, to consider and review shareholders/investors grievances and complaints and to ensure that all shareholders/investors grievance and correspondence are attended to expeditiously and satisfactorily unless constrained by incomplete documentation and/ or legal impediments.

During the year under the review, the Committee met Five (5) times, i.e. 08.05.2023, 11.08.2023, 09.11.2023, 24.11.2023, 22.12.2023.

Attendance at the meetings of the Stakeholder Relationship Committee :

Name of the Member	Designation	No. Of meetings during the year
		Held	Attended
Mr. Rajesh Thadani	Chairman	5	5
Mr. Sandeep Seth	Managing Director	5	5
Mrs. Anisha Seth	Member	5	5

Shareholder/ Investor Service:

Shareholder/ Investor Service is handled by the Managing Director who provides timely services. The Company received Nil complaints during the year and accordingly, there was no case/ complaint unresolved at the end of the year.

Name & Designation of the Compliance Officer:

Mrs. Nazneen Khan,

Company secretary and Compliance officer

7. Corporate Social Responsibility (CSR) Committee

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility as well.

8. General Body Meetings

8.1 Particulars of last three Annual General Meetings and the Special Resolutions passed thereat:

Financial Year	Date & Time	Location	Special Resolution passed
2020-21	September 28, 2021 at 11.30 am	Shed No. C1B/316 GIDC, Panoli, Ankleshwar, Guja- rat-394116	No special Resolution passed
2021-22	September 15, 2022 at 10.30 am	Shed No. C1B/316 GIDC, Panoli, Ankleshwar, Guja- rat-394116	No special Resolution passed
2022-23	Monday, 17th July, 2023 at 09:00 A.M	Shed No. C1B/316 GIDC, Panoli, Ankleshwar, Guja- rat-394116	1. Approval of remuneration payable to Mr. Sandeep Seth, Managing Director of the Company, for the balance tenure of 2 (Two) years w.e.f. 01 April, 2023. ,
			2. Approval of remuneration payable to Mrs. Anisha Seth Wholetime Director of the Company for the balance tenure of 2 (Two) years & 05 (Five) months w.e.f. 01 April, 2023.
			3. To Re-appoint Mr. Deepak Roy (DIN: 08023836) as an Independent Director and in this regard to consider and, if thought fit, to pass, with or without modification the following resolution as an Special Resolution.

8.2 Special Resolution passed through Postal Ballot:

No resolutions were passed through postal ballot during the year under review.

8.3 Special Resolution passed in the Extraordinary General Meeting held during the Year

No resolutions were passed through as special resolution during the year under review.

9. Disclosures

9.1 All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the LODR Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website. Details of non-compliance/ penalties/ strictures imposed on the Company by the Statutory Authorities. The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange Board of India and other statutory authorities on all matters relating to capital markets during the last three years and no penalties or strictures have been imposed on the Company by any Stock Exchange, Securities and Exchange Board of India or other statutory authorities.

9.2 Whistle Blower Policy affirmation that no person has been denied access to Audit Committee:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement, the Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company‘s Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at https://laffanspetrochemical.com/investor/

9.3 Details of Compliance with mandatory requirement:

The Company has fully complied with the mandatory requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchange and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9.4 Subsidiaries/Material Subsidiaries:

The Company does not have any subsidiary company under section 2(87) of the Companies Act, 2013 and is not applicable to the Company as per the provisions of Listing Regulations.

9.5 CEO & MD / CFO Certification:

The Managing Director and CFO have issued certificate pursuant to the provisions of Listing Agreement and SEBI (LODR) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs. The said certificate is annexed and forms part of the Annual Report.

9.6 Means Of Communication:

The quarterly and annual financial results are sent to the Stock Exchanges immediately after they are approved and taken on record by the Board of Directors. These financial results are normally published in the "Financial

Express"/ "Active Times" and "Desh-Pardes ni Aaj Kal" / "Lokmitra" [Gujarati] and are also made available on the website of the Company, ‘https://laffanspetrochemical.com/investor/. Annual Reports are dispatched to all the shareholders. No presentation was made to the institutional investors or analysts during the year.

9.7 Compliance Certificate:

Compliance Certificate for Corporate Governance from Statutory Auditor (Practicing Chartered Accountant) of the Company is given as "Annexure-I" to this report.

9.8 Code of Conduct:

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company to ensure adherence to a high ethical professional conduct by them in the discharge of their duties. The Code of Conduct has also been posted onto the website of the Company. All the Board

Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2024. Declaration on affirmation of Code of Conduct forms a part of this Report.

9.9 General Information for Shareholders:

1. Registered office	Shed No. C1B/316, GIDC Panoli, Ankleshwar, Bharuch, Gujarat 394116.
2. Annual General Meeting Day, Date, Time & Venue	31st Annual General Meeting. Friday, 12th July, 2024 at 03:00 PM at the Golden Industrial Estate, Plot No 28/B, Asian Paints Jitali Road, village:- Jitali, Taluka Ankleshwar, Dist:- Bharuch, Gujarat
3. Financial Year	April 1, 2023 to March 31, 2024
5. Date of Book closure	Friday 05 July 2024 to Friday 12 July 2024
6. Listing on Stock Exchang- es	The shares of the Company are listed on - BSE Limited (BSE),
7. Stock Code/ ID	BSE: 524522/ LAFFANSQ DSE: 6832
8. Registrars and Transfer Agents	The Company has appointed Big Share Services Pvt. Ltd. of Mumbai as the Registrars and Share Transfer Agents for any assistance regarding share transfers, transmissions, change of address, duplicate/missing share certificate and other relevant matters. Please write to the Registrars and Transfer Agents, at the address given below: Big Share Services Pvt. Ltd.
	Office No. S6-26 th Floor Pinnacle Business Park
	Next to Ahura Centre Mahakali Caves Andheri East
	Mumbai 400093 Maharashtra India
	Board No : 022 – 62638200 Extn. 206
	Fax No : 022 62638299 M : +91 7045454392
9. Share Transfer System	The equity shares of the Company are primarily dealt with in electronic form in the depository system with no involvement of the Company. There are no transfers made in physical form.

10. Stock Market Data

Month	Market Price Per Share (Rs.) (BSE)
	Highest	Lowest
Apr-23	42.75	34.52
May-23	42.00	37.01
Jun-23	44.00	36.50
Jul-23	43.75	38.10
Aug-23	42.66	37.32
Sep-23	42.40	37.10
Oct-23	46.80	37.65
Nov-23	51.00	41.00
Dec-23	52.70	43.00
Jan-24	53.90	41.80
Feb-24	54.90	44.81
Mar-24	58.70	44.50

11. Distribution of Shareholding as on March 31, 2024

SHAREHOLDING OF NOMINAL	NUMBER OF SHAREHOLDERS	PERCENTAGE OF TOTAL	SHARE AMOUNT	PERCENTAGE OF TOTAL
RS.			RS.
1 5000	3920	82.4222	7891710	9.8646
5001 10000	468	9.8402	3914290	4.8929
10001 20000	172	3.6165	2674530	3.3432
20001 30000	66	1.3877	1705700	2.1321
30001 40000	26	0.5467	942020	1.1775
40001 50000	31	0.6518	1479470	1.8493
50001 100000	29	0.6098	2042050	2.5526
100001 & above	44	0.9251	59350230	74.1878
TOTAL 4756	100.00	80000000	100

Note: Each folio of shareholder is considered separately for counting No. of Shareholders, in case of Multiple folio of individual shareholder.

12. Dematerialization of Shares and Liquidity as on March 31, 2024

Category	No. of Shares held	% of Total Shareholding
Shares held in Demat Form	7291300	91.15
Shares held in Physical Form	708700	8.85
TOTAL	80,00,000	100

13. Investor Correspondence

For any queries, investors are requested to get in touch with the Companys Registrar and Transfer Agents:

Big Share Services Pvt. Ltd.

Office No. S6-2 : 6 Th Floor :Pinnacle Business Park : Next Ahura Centre Mahakali Caves : Andheri East : Mumbai 400093 : Maharashtra : India Board No: 022 62638200 Extn. 206 Fax No : 022 62638299 :

Mob: +91 7045454392

14. Compliance Certificate by the Auditors of the Company, M/s. Parveen Lokwani & Co., Chartered Accountants confirming Certificate compliance with the conditions of Corporate Governance as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

Declaration on code of conduct

I hereby confirm that the Company has obtained from all the members of the Board and senior management personnel, affirmation that they have complied with the Code of Conduct for directors and senior managerial personnel in respect of the financial year ended March 31, 2024

Place: Mumbai

Date: 18.06.2024

 

By order of the Board of Directors

For Laffans Petrochemicals Limited

sd/-

Sandeep Seth

Managing Director

(DIN: 00316075)