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Meghmani Organics Ltd Directors Report

78.7
(-0.89%)
Jul 22, 2024|12:34:56 PM

Meghmani Organics Ltd Share Price directors Report

Dear Shareholders

Your Board of Directors is pleased to present Fifth Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS

Particulars FY 2023-24 FY 2022-23
Revenue from Operations 1,52,311.90 2,53,169.32
Other Operating Revenue 1,673.21 2,504.59
Total Revenue from Operations 1,53,985.11 2,55,673.91
Other Income 4,294.18 9,596.31
Total Income 1,58,279.29 2,65,270.21
Profit Before Finance cost & Depreciation 5,239.57 45,994.93
Finance Cost 4,342.58 6,440.54
Depreciation and Amortization Expenses 8,314.10 6,811.08
Profit Before Exceptional Items & Tax (7,417.11) 32,743.31
Exceptional item - -
Profit Before Tax (7,417.11) 32,743.31
Payment and Provision of Current Tax 466.86 7,897.53
Deferred Tax Expenses/(Income) (2,227.23) (192.80)
Profit After Tax (5,656.74) 25,038.58

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of the Company decreased to C 1,53,985.11 Lakhs compared to C 2,55,673.91 Lakhs in the previous year impacted by sluggish demand and lower product price realisation across markets. The Profit Before Finance cost & Depreciation for the year under review decreased to C 5,239.57 Lakhs compared to C 45,994.93 Lakhs. Your Company has incurred a loss of C 5,656.74 Lakhs compared to previous year Profit After Tax of C 25,038.58 Lakhs due to sluggish demand and lower product price realisation.

Segment Performance

Crop Protection

During the year under review, Crop Protection constitutes ~70% of the overall companys revenue. Due to sluggish demand and lower product price realisation across markets, the segments performance was impacted. The Company is well positioned to leverage its state-of-the-art infrastructure along with backward integration once the overall situation starts stabilizing from the coming quarters.

Pigments:

During the year under review, Pigments constitutes ~30% of the overall companys revenue. Pigment industry has been on a downtrend since Q2 FY 2022-23 and the prevailing price erosion in the pigment industry due to demand contraction globally has impacted the segment performance. We anticipate gradual stabilization in the pigment segment in the coming quarters.

INTEGRATED MANAGEMENT SYSTEMS FOR BUSINESS CONTINUITY AND SUSTAINABILITY

Crop Protection and Pigments Division have implemented integrated management system i.e. ISO14001 and ISO45001 to ensure system and practices improvement, presently at five out of six manufacturing facilities are certified with these standards. Your Company has also obtained certification in energy management system in two manufacturing facilities.

To interlink and improve interdependence and safety in entire supply chain management, your Company adopted Responsible Care Management system in year FY2021-22 followed by Responsible Care logo presented in the FY2022-23. At present three manufacturing facilities of Crop Protection and R&D centre of the Company are accredited with RC logo. Responsible care system ensures that all aspects of business continuity i.e. Leadership commitment, Process safety management, workplace safety and health, preparedness of organisation to response emergency, security management systems and distribution safety are being monitored through some Key performance parameters. RC also ensures that company gives equal weightage to CSR and ESG elements.

Responsible Care? (RC) is a global chemical industrys voluntary initiative to drive continuous improvement in safe chemicals management and achieve excellence in Environmental, Health, Safety and Security (EHS&S) performance. In India, Responsible Care is monitored by the Indian Chemical Council (ICC), an apex industry body representing the chemical industry in India. Responsible Care Guiding Principles pave the path of sustainable development for our Company and improves workplace safety systems. Successful implementation of Responsible Care ensures that our company will continue to provide beneficial products to society, continually reduce its negative impacts and while maximizing its positive contribution to human health, environment, economy and the society.

During the year under report, your Company started working on ECOVADIS assessment in Q2 of FY 2023-24 and scored 50% marks in first attempt in the recent assessment completed in January, 2024, which is equals to "Good" rank and ECOVADIS has issued us with ‘COMMITED ORGANISATION Badge.

ECOVADIS is a global platform which helps the Companies to manage risk and improve compliance. By engaging ourselves in Ecovadis rating, Your Company is driving systemic change and support businesses in improving safety, environmental practices in sustainable manner.

MULTI PURPOSE PLANT

Your Company has commissioned backward integrated Multi Product Plant in third quarter of FY2023 with installed capacity of 5000 MTPA in the Dahej, which manufactures high value new-age insecticides, such as Lambdacyhalothrin Tech, Flubendamide & Beta Cyfluthrin, Cyfluthrin & Spiromesifenthe. This initiative is in line with Atmanirbhar Bharat initiative by Govt. of India and is in continuation to our strategic decision to meet growing agrochemical demand in domestic and Global market.

PERFORMANCE OF SUBSIDIARY KILBURN CHEMICALS LIMITED (KCL)

The Company commissioned Phase I in last quarter of FY 2022-23 which is under stabilization. During the year under review, KCL achieved revenue from operations of C 109.74 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) with initial capacity of 16,500 metric tons per annum (MTPA). Titanium Dioxide (TiO2), an import substitution product, accelerates the Companys growth plans mirroring the Governments ‘Make in India & ‘Atmanirbhar Bharat vision.

MEGHMANI CROP NUTRITION LIMITED(MCNL)

MCNL has recently commissioned Nano Urea manufacturing facility in Q4 FY 2023-24 at Sanand, Nearby Ahmedabad, Gujarat to manufacture Liquid Fertilizer (Nano Urea) having annual capacity at 5 crore bottles (~500 ml) per year. During the year under review, MCNL achieved revenue from operations of C 139.92 Lakhs.

Foray into Liquid Fertilizers amplifies the growth strategy of the company and in agrochemical division. MOLs foray into Nano Urea is aligned with the Prime Ministers vision of Atmanirbhar Bharat and increasing farmers income.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional quality, crops productivity and additionally, it is environmentally safe. Indias urea demand stands at 35 Million metric tons (MMT) per annum, of which nearly 29 MMT is produced domestically while the balance is imported. Government of India targets to eliminate Indias dependency on urea imports by 2025 as more farmers adopt the usage of Nano Urea. Additionally, it will help to reduce Governments subsidy burden on the conventional urea.

FIRE INSURANCE CLAIMS

Fire in Dahej, SEZ in October 2022

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company situated at SEZ unit, Dahej, on October 22, 2022 majorly leading to loss of inventories. It was estimated a loss of C 39.25 Crores towards inventory and C 3.10 Crore towards Building and others. The Company has lodged a claim with the insurance company for the loss suffered which is under assessment. The Company is adequately insured for the above-mentioned loss of asset hence does not expect any material net-losses.

Fire in Panoli unit in April 2023

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company situated at Panoli G.I.D.C. District – Bharuch – 3,92,130 on April 16, 2023. There is no impact on production as fire occurred at Finished Goods Warehouse and estimated a loss of C 9.14 Crores towards inventory. The Company has required insurance coverage and the Company has lodged a claim with the insurance company for the loss suffered which is under assessment.

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 C 1,261.14 Lakhs in past year. During the year under review, your Company received claim of C 105.40 Lakhs against consented claim of C 390.33 Lakhs under Business Interruption Loss. Your Company has invoked arbitration procedure against the insurance Company against arbitrary deduction in the business interruption claim.

DIVIDEND

The Board of Directors has not recommended any Dividend on equity share for the Financial year 2023-24 due to financial loss incurred by the Company in view of continued to witness sluggish global demand coupled with lower product price realizations across markets impacting our revenue and profitability.

(A) Dividend Distribution Policy

As per Regulation 43A of the SEBI (LODR) Regulations, 2015, the top 1000 listed companies shall formulate a dividend distribution policy. Accordingly, 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. 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, unclaimed dividend amount of C 5.48

Lakhs pertaining to FY 2015-16 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government on 13th March, 2024 and also transferred 32124 Equity shares of the Company to IEPF in April, 2024.

SHARE CAPITAL

As on March 31, 2024,

1) the Present Authorised Capital is C 37.00 Lakhs divided into 37,00,00,000 equity shares of C 1 each.

2) the Paid up Equity Share Capital of the Company stood at 2,543.14 Lakhs divided into 25,43,14,211 equity shares of C 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 March 31, 2024.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at March 31, 2024 was C 1,412.78 Lakhs compared with previous year of C 2,758.61 Lakhs. The Companys working capital management is based on a well- organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISILhasLongTermRatingCRISILA+/Negative(downgraded from ‘CRISILAA-/Negative) and Short Term Rating CRISIL A1 (downgraded from CRISIL A1+) to its total Bank loan facility of C 1,094 Crore vide its letter RL/MEGORGN/336662/ BLR/0224/79093 issued on February 08, 2024 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 March 31, 2023 and the draft annual return as on March 31, 2024 is 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 April 29, 2023, August 14, 2023, November 7, 2023 and January 30,

2024. 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, of 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 arms 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 March 31, 2024, the Company has the following five subsidiaries;

Sr. No. Name of the Subsidiary Status
1. Meghmani Organics USA INC. (USA) Active - Distribution Business
2. P T Meghmani Organics Indonesia (Indonesia) Operations Closed - Distribution Business
3. Meghmani Crop Nutrition Limited (Earlier known as Meghmani Synthesis Limited) Recently commissioned Nano Urea manufacturing facility in Q4FY 2023-24.
4. Kilburn Chemicals Limited Engaged in manufacturing of Titanium Dioxide (TiO2)

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 Companys 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 and five non-independent directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Ankit Patel and Mr. Karana 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 Patel Chairman & Managing Director & CEO

2. Mr. Gurjant Singh Chahal Chief Financial Officer (CFO)

3. Mr. Jayesh Patel Company Secretary

(C) CHANGE IN INDEPENDENT DIRECTOR

During the year under review, Mr. Shalin Mehta ceased to be independent Director w.e.f. November 7, 2023 and Mr. Nikunt Raval has been appointed as Independent Director by the Board of directors in their meeting held on November 7, 2023 which was subsequently approved by the members through postal ballot on December 10, 2023.

Your company has the following 5 (Five) Independent Directors as on March 31, 2024.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha and

5) Mr. Nikunt Raval

(D) APPOINTMENT OF EXECUTIVE DIRECTORS

During the year under review. Mr. Ankit Patel (DIN: 02180007) has been appointed as Chairman & Managing Director, Mr. Karana Patel (DIN: 01727321) and Mr. Darshan Patel (DIN: 02047676) have been appointed as Executive Directors and Mr. Maulik Patel (DIN: 02006947) and Mr. Kaushal Soparkar (DIN: 01998162) have been appointed as Non-executive non-Independent Director w.e.f. August 14, 2023 and Mr. Jayantilal Patel, Executive Chairman, Mr. Ashish Soparkar, Managing Director, Mr. Natwarlal Patel, Managing Director, Mr. Ramesh Patel, Executive Director, Mr. Anand Patel, Executive Director have vacated their office and ceased to be director w.e.f. August 16, 2023 in order to implement succession planning within the organization. As on March 31, 2024, the Company have the following executive directors;

Name Designation Tenure
Mr. Ankit Patel Chairman & Managing Director 5 years from August 14, 2023
Mr. Karana Patel Executive Director 5 years from August 14, 2023
Mr. Darshan Patel Executive Director 5 years from August 14, 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 spent C 25.00 Lakhs towards CSR activities in accordance with the policy on CSR and unspent CSR amount of C 630 Lakhs has been transferred to Unspent CSR account FY2024 on April 30, 2024 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 Companys 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 FY2023-24 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 SUSTAINABLE 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 July 12, 2023 is available at https://meghmani.com/wp-content/ uploads/2024/06/BRSR-2023-24.pdf.

INSURANCE

The Companys 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 780 registration of export (including Copartner 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, GovernmentofIndiasinceOct-2017.CurrentlyGLPCertification No.:GLP/C-217/2023 and it is valid from October 18, 2023 to October 17, 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 4 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.

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 March 31, 2024 and of the profit of the Company for the period ended on March 31, 2024.

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 2024-25.

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. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on August 4, 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 Auditors comment on your Companys account for the year ended March 31, 2024 are self-explanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

(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 2023-24. 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.

(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 March 31, 2024 and their remuneration was ratified by members at the 4th Annual General meeting held on June 27, 2023. The Cost Audit Report issued by the Cost Auditors for the FY 2022-23 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 2024-25.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2024-25, 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 2024-25.

(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, Banks and other business partners for the excellent support received from them 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.

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