Lime Chemicals Ltd Directors Report

The Directors present their 54th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2024.

FINANCIAL RESULTS

(Rs. In lakhs)

Particulars	For the year ended on 3l/03/2024	For the previous year ended on 31/03/2023
Gross Profit (before interest, depreciation & taxation)	(36.34)	29.45
Less: Interest	3.05	7.75
Depreciation	9.18	22.36
Profit before tax	(48.57)	(0.66)
Tax expense/Deferred Tax	0.61	32.30
Exceptional items	0	308.66
Other comprehensive income	(1.97)	(4.61)
Profit / Loss after Tax	(51.15)	271.10
Add: Balance brought from previous year	(433.94)	(705.03)
Profit / (Loss) available for appropriations	(476.28)	(433.94)
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance Sheet	(476.28)	(433.94)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the loss and brought forward loss of earlier years incurred by the Company.

TRANSFER TO GENERAL RESERVE

In view of the carry forward loss, no amount has transferred to the General Reserve Account. The exceptional income received during the year has adjusted against the brought forward loss of earlier years.

OPERATION AND FUTURE OUTLOOK

During the year under review, the gross income has decreasedfrom Rs. 1560.10 lakhs to Rs.1085.13 lakhs from the previous year registering decrease of 33.65% in revenue. The Company has incurred net loss of Rs. 48.57 lakhs from ordinary activities during the year against Rs. 0.66 lakhs in the previous year and comprehensive loss of Rs. 51.55 lakhs during the year with exceptional income from sale of fixed assets and total comprehensive income of Rs. 271.10 lakhs in the year.

Board of Directors, Board and Audit Committee Meetings:

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. During the year under review, a total of four Meetings of the Board of Directors and four meetings of Audit Committee held and details of Meetings held during the financial year 2023-24 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Mrs. Shahnaz A. Dawoodani the Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer herself for re-appointment. Brief profile along with necessary disclosures of retiring Director and reappointment of Managing Director has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report. Your Board recommends re-appointment of Mrs. Shahnaz A. Dawoodani and Mr. Ahmed Hussain Dawoodani. Mr. Husen Somji, a Director has resigned with effect from 14th August 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A)

The Company has not raised any funds through preferential allotment or qualified institutions placement during the year under review.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitment affecting the financial position of the Company which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the Report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

Internal control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman.

The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities.

The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations with corrective actions thereon are presented to the Audit Committee of the Board.

Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures during the year under review.

Fixed deposit

The Company has not accepted Fixed Deposit and there no outstanding deposits payable by the Company.

Auditors & auditors report

M/s. R.A. Kuvadia & Co., Chartered Accountants, has been appointed as Auditors of the Company in the last Annual General Meeting held on 30th September 2023 for five years. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2023 can be accessed from the website of the Company at http://www.limechem.com.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in "Annexure A" forming part of this report.

Corporate Social Responsibility Initiatives

During the year under review, the Company is not falling within the prescribed threshold of paid up capital and net profits under Section 135 of the Companies Act, 2013, and not required to comply with the provisions of Corporate Social Responsibility.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration and

Stakeholders Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Board and Audit Committee Meetings

During the year, four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the "Whistle Blower Policy" for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading under Securities and Exchange Board of India (Insider Trading) Regulation 2015 with a view to regulate trading in securities by the Directors, designated employees and their immediate relatives and other connected persons. The Code requires pre-clearance for dealing in the Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the members of the Board and designated employees have confirmed compliance with the Code.

Policy on prevention of sexual harassment of women at workplace

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your Company is committed to provide asafe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the Company.

The following is a summary of sexual harassment complaints received and disposed off satisfactorily during the financial year ended March 31, 2024:

• Number of complaints received: Nil

• Number of complaints disposed off : Nil

Particulars of loans, guarantees or investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements.

Related Party Transactions

During the financial year ended 31st March 2024, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. During the year under review, your Company does not have a Material Subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations].

All Related Party Transactions of your Company had prior approval of the Audit Committee, the Board of Directors and by the Members through the special resolution passed, as required under the Listing Regulations. There has been no materially significant Related Party Transactions havingpotential conflict with the interest of the Company during the year under review.

All Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended on 31st March, 2024.

Secretarial Audit

Hariharan and Associates, Practicing Company Secretaries have undertaken the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure-B", which is self-explanatory.

Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted a business risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of the Board report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Corporate Governance

The Company is exempted to give report on Corporate Governance under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and details para C, D and E of Schedule V. The Company voluntarily given the Report on Corporate Governance and Management Discussion and Analysis Report forms part of this Report.

Directors responsibility statement

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 at the end of the financial year and of the profit and loss of the Company for that period;

iii) 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.

iv) the Directors have prepared the Annual Accounts on a going concern basis; and

v) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Persons Rule 2014).

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Companys Bankers and the support given by the Companys valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Clients and Shareholders of the Company.

Annexure to the Directors Report Form No. MGT-9

EXTRACT OF ANNUAL Returns on the financial year ended on 31/03/2024

[Pursuant to Section 92(1) of the Companies Act, 2013and rule 11(1) of the Companies (Management and Administration)

Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN: L24100MH1970PLC014842

ii) Registration date: 17th October 1970

iii) Name of the Company: Lime Chemicals Limited

iv) Category/ Sub-category of the Company: Company limited by shares

v) Address of the Registered office and contact details: Neco Chambers, 4th Floor, Rajiv Gandhi Road, Sector-11, C.B.D Belapur, Navi Mumbai, Pin - 400 614, Maharashtra

vi) Whether listed Company: Yes

vii) Name, Address and contact details of Registrar and Transfer Agents:

Bigshare Services Pvt. Ltd. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai 400059;Tel. No. : 022 62638200; Fax No: 022 62638299 email: investor@bigsahreonline.com: Website: www.bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No. Name & description of main products/ services	NIC code of the product/ service	% to total turnover of the company
1 Production and trading of Calcium Carbonate	20299	98.51

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY - NIL

iv) SHARE HOLDING PATTERN (Equity Share Capital breakup as percentage of Total Equity) i) Category-wise Share Holding

	No. of Shares held at the beginning of year				No. of Shares held at the end of the year				% of change total capital
Category of Shareholder	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individuals/ Hindu Undivided Family	1776051	0	1776051	27.30	1776051	0	1776051	27.30	0
b) Central Government/ State Government(s)	0.00	0	0	0	0.00	0	0	0	0
c) Bodies Corporate	127870	0	127870	1.97	127870	0	127870	1.97	0
d) Financial Institutions/ Banks	0.00	0	0	0	0.00	0	0	0	0
Sub Total(A)(1)	1903921	0	1903921	29.27	1903921	0	1903921	29.27	0
Foreign
a) NRI Individuals/ Other Individuals)	0		0	0	0	0	0	0	0
b) Bodies Corporate	0	0	0	0	0	0	0	0	0
d) Any Others(Specify)	0	0	0	0	0	0	0	0	0
Sub Total(A)(2)	0	0	0	0	0	0	0	0	0
Total Shareholding of Promoter (A)= (A)(1)+(A)(2)	1903921	0	1903921	29.27	1903921	0	1903921	29.27	0

 

B. Public shareholding
1. Institutions
a) Mutual Funds/ UTI	60	3300	3360	0.05	60	3300	3360	0.05	0
b) Financial Institutions / Banks	20637	0.00	20637	0.32	0.00	0.00	0	0	-0.32
c) Central/ State Government	0.00	0.00	0	0	0.00	0.00	0	0	0
d) Venture Capital Funds	0.00	0.00	0	0	0.00	0.00	0	0	0
e) Insurance Companies	0.00	0.00	0	0	0.00	0.00	0	0	0
f) FPI	480000	0.00	480000	7.38	480000	0.00	480000	7.38	0
Sub-Total (B)(1)	480000	0.00	480000	7.38	480000	0.00	480000	7.38	0
Non-institutions
a) Bodies Corporate i) Indian	15565	74631	90196	1.39	20535	74631	95166	1.46
Ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals -i. Individual shareholders holding nominal share capital up to Rs 2 lakh	1048302	389318	1437620	22.10	1026063	383711	1409774	21.67	+ 1.41
ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	2357929	30000	2387929	37.85	2370936	30000	2400936	36.91	-1.13
Any Other (specify) - Trust	0.00	0.00	0	0	100.00	0.00	100	0	0
NRI (Repat& Non Repat)	53160	31700	84860	1.30	41832	31400	73232	1.13	+0.01
EPF	62065	0	62065	0.95	62065	0	62065	0.95	0
Hindu Undivided Family	53767	0	53767	0.83	61024	0	61024	0.94	+0.18
Clearing Members	1010	0	1010	0.01	15050	0	15050	0.23	+0.10
Sub-Total (B)(2)	3591798	525649	4117447	63.30	3597605	519742	4117347	63.30	-0.54
Total Public Shareholding (B)= (B)(1)+(B)(2)	4068605	532202	4600807	70.73	4077665	523042	4600707	70.73	-0.86
TOTAL (A)+(B)	5975779	528949	6504728	100.00	5981586	523042	6504728	100.00	0
C. Shares held by Custodians for GDR & ADRs	0.00	0.00	0	0	0.00	0.00	0	0	0
GRAND TOTAL (A)+(B)+(C)	5975779	528949	6504728	100.00	5981586	523142	6504728	100.00	0

(ii) Shareholding of Promoters

S. No. Name of the shareholder	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
	Number of shares held	% of total Shares of the Co.	% of Shares Pledged to total Shares	Number of shares held	% of total Shares of the company	%of Shares Pledged to total Shares
1 A.H. DAWOODANI	663912	10.21	0.00	663912	10.21	0	0
2 S.A. SAWOODANI	421488	6.48	0.00	421488	6.48	0	0
3 RAHIM DAWOODANI	690651	10.62	0.00	690651	10.62	0	0
4 SAHID INVESTMENT & TRADING CO. PVT. LTD.	127870	1.96	0.00	127870	1.96	0	0
TOTAL	1903921	29.27	0.00	1903921	29.27	0	0

(iii) Change in Promoters Shareholding ( please specify, if there is no change): NIL

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADR

S. No.	Shareholding at the beginning of the year		At the end of year
	No. of shares	% of total shares	No. of Shares	% of total shares
1 DevanshiParimal Merchant	800000	12.30	800000	12.30
2 Sparrow Asia Diversified Opportunities Fund	480000	7.38	480000	7.38
3 Parimal Rameshchandra Merchant	400000	6.15	400000	6.15
4 Ashraf Aziz Makani	400000	6.15	400000	6.15
5 Noorin Parvez Jumani	210201	0.77	210201	0.77
6 Makarand D. Adkar	121000	1.54	121000	1.54
7 Aziz K. Sadiwala	85030	1.44	85030	1.44
8 Zohra Atul Somjee	82500	0.32	82500	0.32
9 Shree Suvarn Consultants Pvt. Ltd..	50000	0.77	50000	0.77
10 Rajendra Naniwadekar	34163	0.53	20889	0.32
11 Vishram Moreshwar Naniwadekar	29385	0.45	41241	0.63

(v) Shareholding of Directors and Key Managerial Personnel:

S. No.	Shareholding at the beginning of the year		Inter-se transfer &Buy/sold & during the year		Cumulative Shareholding during year	At the end of year
	No. of shares	% of total shares	Date	No. of shares	No. of shares	No. of Shares	% of total shares
1 Ahmed H. Dawoodani	663912	10.21	0	0	663912	663912	10.21
2 Shahnaz A Dawoodani	421488	6.48	0	0	421488	421488	6.48

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In lakhs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	1.83	567.24	0	569.07
ii) Interest due but not paid	0	0	0	0
iii) Interest accrued but not due	0	0	0	0
Total (i+ii+iii)	1.83	567.24	0	569.07
Change in Indebtedness during the financial year	0	0	0	0
• Addition • Reduction	1.83	65.24	0	67.07
Net Change	1.83	65.24	0	67.07
Indebtedness at the end of the financial year
i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	0 0	502.00 0	0 0 0	502.00 0
Total (i+ii+iii)	0	502.00	0	502.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: No remuneration paid to Managing Director

B. Remuneration to other directors: No sitting fees or remuneration paid to other directors.

C. Remuneration to key managerial personnel other than MD/Manager/WTD- NIL

SN Particulars of Remuneration	Key Managerial Personnel
	CEO	CS/CO	CFO	Total
Gross salary	Nil	2.76	7.11	9.87
1 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	0	0	0	0
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0	0
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	0	0	0	0
2 Stock Option	0	0	0	0
3 Sweat Equity	0	0	0	0
4 Commission - as % of profit	0	0	0	0
others, specify...	0	0	0	0
5 Others, please specify	0	0	0	0
Total	0	2.76	7.11	9.87

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES - NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
(A.)COMPANY (B) DIRECTORS (C) OTHER OFFICERS IN DEFAULT - NIL
Penalty
Punishment
Compounding