Privi Speci. Director Discussions

Your Directors are pleased to present the Thirty Eighth Annual Report along with audited financial statements - both Standalone and Consolidated of the Company for the financial year ended March 31, 2023. These financial statements have been prepared in accordance with Indian Accounting Standards (Ind-AS) as required under the Companies Act, 2013 ("the Act"). This report states compliance as per the requirements of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.


(Rs. In Lakhs)

Standalone for the year ended on 31-03-2022

Consolidated for the year ended on 31-03-2022

Total Income 1,59.943.93 1,42,406.49 1,62,924.15 1,43,611.48
Profit before Exceptional Item Interest & Depreciation & Taxation 20,305.13 22,818.50 20,734.31 22,623.55
Less: Interest 6,662.48 2,377.64 6,781.31 2,411.28
Profit before Exceptional Item, Depreciation and Taxation 13,642.65 20,440.86 13,953.00 20,212.27
Less: Depreciation 10,515.53 7,304.39 10,848.67 7,466.15
Profit before Exceptional Item and Taxation 3,127.12 13,136.47 3,104.33 12,746.12
Add: Exceptional Item - 529.24 - 529.24
Profit before Tax for the year 3,127.12 13,665.71 3,104.33 13,275.36
Less: Provision for Taxation:
a) Current Tax 333.81 3,395.97 334.73 3,521.57
b) Deferred Tax 545.82 103.26 641.79 15.81
c) Tax adjustments for earlier years (Net) - - - -
Sub-Total 879.63 3,499.23 976.52 3,537.38
Profit after Tax for the year 2,247.49 10,166.48 2,127.81 9,737.98
Add: Other Comprehensive Income 45.61 (43.65) 240.55 17.52
Total Comprehensive Income for the year 2,293.10 10,122.83 2,368.36 9,755.50
Earnings Per Share (EPS) of Rs.10/- each 5.75 26.03 5.45 24.93


During the year under review, the consolidated revenue from operations and other income was Rs.1,62,924.95 Lakhs (Previous year Rs.1,43,611.48 Lakhs). The Company achieved consolidated profit before tax of Rs.3,104.33 Lakhs (Previous year Rs.13,275.36 Lakhs) and profit after tax & Other Compressive Income of Rs.2,368.36 Lakhs (Previous year Rs.9,755.50 Lakhs). The EPS on Consolidated financial statements for the year ended March 31, 2023, was Rs.5.45 (Previous year Rs.24.93) on diluted basis.


During the year, there was no change in the Capital structure i.e., Authorized, Issued and Paid-up Equity Share Capital of the Company. The Company is having only one class of shares.


The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent not to recommend any Dividend for the year under review.


Your Company has three Subsidiaries out of which two are wholly owned subsidiaries namely Privi Biotechnologies Private Limited and Privi Speciality USA Corporation (formerly known as Privi Organics USA Corporation).

Your Company entered into a Joint Venture Agreement with Givaudan SA, a Company incorporated in Switzerland, for manufacturing highly specialized aroma Chemicals for Givaudan and a new Subsidiary Company Prigiv Specialties Private Limited was incorporated on September 01, 2021, wherein your Company controls 51% of total voting power and also controls the Composition of Board of Directors.

The Consolidated Financial Statements presented by the Company includes the financial results of its subsidiary companies. Further, as provided in Section 136 of the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached to the Financial Statements of the Company. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

As provided in Section 129[3] of the Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the format AOC 1 is attached to the financial statements as Annexure - 1.


The Board of Directors have decided to retain the entire number of Profits for Financial year 2022-23 in the Retained Earnings.


a) Reclassification of Promoter to Public (in April 2022)

Your Directors wish to inform the Members about the material event being inter-se transfer of shares between the Promoter/ Promoter Group, which took place on April 29, 2021, April 30, 2021 and May 04, 2021. The said interse transfer is pursuant to Share Purchase Agreement dated May 22, 2019 (Amended on April 22, 2021) and Company had submitted application to BSE Limited ("BSE") & National Stock Exchange of India Limited ("NSE") for reclassification of below mentioned Promoters/ Promoter Group to Public:

1. Mr. Nahoosh Jayvadhan Jariwala

2. Nahoosh Tradelink LLP

3. Jariwala Tradelink LLP

4. Mr. Utkarsh Shah

5. FIH Mauritius Investments Limited

6. FIH Private Investments Limited

The Company has received the letter of approval for reclassification of the above Promoters/Promoters group to Public from BSE & NSE on April 28, 2022.

b) Commencement of Commercial Production of two new project Galax musk & Camphor

In the month of January 2023, your Company has commenced with the commercial production of Companys two ambitious and prestigious new products, Galax-musk at Unit VI, situated at Jhagadia MIDC, Dist., Bharuch, Gujarat and Camphor at Unit II, situated at Mahad MIDC, District Raigad, Maharashtra.

c) Investment in Solar Power Project

The Board of Directors of your Company had approved an investment in the Solar Power Project, by way of Equity participation through a Special Purpose Vehicle (SPV) to the extent of 26% i.e. Rs.4,99,50,000 (Four Crores Ninety Nine Lakhs Fifty Thousand Only) comprising of 49,95,000 Equity Shares of Rs.10/- each of the Share Capital of the SPV subject to finalization of the terms and conditions with the proposed SPV. Your Company has entered into a Power Purchase agreement (PPA) dated December 28, 2022, and a Share Subscription and Shareholders Agreement (SSSHA) dated December 28, 2022. Further your Company have also subscribed to the 1st tranche of said investment amounting to Rs.10,00,000 ( Ten Lakhs Only) out of the agreed subscription of Rs.4,99,50,000 (Four Crores Ninety Nine Lakhs Fifty Thousand Only) by way of renunciation under the rights issue of SPV.


Your Company has a culture and belief of sustainable development encompassing sustainable manufacturing, product safety, economy analysis, sustainability-oriented supply chain management and social and community based sustainable requirement. Pursuant to Regulation 34(2)(f) of Listing Regulations, 2015 and in line with the SEBI Circulars dated May 05, 2021 and May 10, 2021, inter alia, provides that the Annual Report of the Top 1000 listed entities based on Market Capitalization, should include a Business Responsibility and Sustainability Report ("BRSR").

The BRSR initiatives taken from an Environmental, Social and Governance perspective in the prescribed format is available as a Separate Section of this Report.


The Company has not accepted any Deposits from public and as such no amount on account of Principle or interest on Deposit from public was outstanding as on the date of the Balance Sheet.


In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy (Policy) which endeavor for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy is available on the Companys website at company-policies


The Companys credit rating was reaffirmed during the year under review. CRISIL Ratings Limited vide its letter dated September 01, 2022, have reaffirmed the rating as follows:

1. For Long-term Bank facilities: CRISIL A+ / Stable (Reaffirmed)

2. For Short term Bank facilities: CRISIL A1 / (Reaffirmed)


In accordance with the applicable provisions of the Act, read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to the amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the General Shareholders Information Section of this Annual Report. During the year, an amount of Rs.3,40,550/-, being unclaimed dividend for F.Y. 2014-15 was transferred to IEPF.


According to rule 7(2A), each company shall nominate a Nodal Officer, who shall either be a Director or Chief Financial Officer or Company Secretary of the company. During the year under review the Company have appointed Ms. Ashwini Saumil Shah, Company Secretary and Compliance Officer of the Company as a Nodal Officer as per the abovesaid rule.


The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.


Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Act, read with the Rules made thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations the Board of Directors at their Meeting held on November 05, 2020, approved the Nomination and Remuneration

Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been provided in the Corporate Governance Report.


The Evaluation of Board, its Committees, Individual Directors (Independent and Non-Independent Directors), Executive Director and Chairman & Managing Director was carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee. The evaluation report criteria for Independent Directors includes participation and contribution by a director in Board / Committee Meetings, commitment, expertise, integrity, maintenance of confidentiality and independent behavior. The feedback on evaluation of the Board and its Committees was discussed at the meeting of the Independent Directors and coordinated by the Chairperson of the Nomination & Remuneration Committee. The Independent Directors met on March 24, 2023, with respect to the above process.


Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

(i) that in the preparation of the financial statements for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

(ii) that the Directors 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 viz. March 31,2023, and of the profit of the Company for that period;

(iii) that the Directors 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.

(iv) that the Directors have prepared the annual accounts on a Going Concern basis.

(v) that 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 and

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


During the year under review there is no change in the composition of the Board of Directors.


In Accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Bhaktavatsala Doppalapudi Rao (DIN 00356218), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.

Mr. Dwarko Topandas Khilnani (DIN: 01824655) and Mr. Anurag Surana (DIN: 00006665) shall be completing their first term of five years as an Independent Director of the Company on March 31, 2024. Nomination and Remuneration Committee and Board of Directors in their Meeting held on May 29, 2023, have recommended to Shareholders of the Company, the re-appointment of Mr. Khilnani & Mr. Surana for the second consecutive term of five years commencing from April 01, 2024, to March 31, 2029.


During the year under review Mr. Ramesh Kathuria (ACS: 11214) resigned from the post of Company Secretary and Compliance officer w.e.f. closing hours of November 07, 2022. He will continue to serve the Company as Group Company Secretary and Head Legal. Ms. Ashwini Saumil Shah (ACS: 58378) was appointed as Company Secretary & Compliance Officer w.e.f. opening hours of November 08, 2022.

In terms of Provisions of Section 251 and Section 203 of the Act, the followings are the KMPs of the Company:

1. Mr. Narayan S. Iyer - Chief Financial Officer

2. Ms. Ashwini Saumil Shah - Company Secretary & Compliance Officer


The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations, as amended from Independent Directors confirming that they are not disqualified for continuing as an Independent Director.


Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

The Statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(20 and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid Statement. The said statement is open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at


The Companys securities are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for F.Y. 2023-24 on the Paid-up equity share capital.


The Company has formulated a Policy on Related Party Transactions, in line with the requirements of the Act, and Listing Regulations, as amended from time to time. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at PSCL/PSCL-Policv-on-Related-Partv-Transactions-V-1-1.pdf

All related party transactions entered during FY 2022-23 were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. An omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arms length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

The Company has not entered any contracts or arrangements with related parties in terms of Section 188(1) of the Act and there were no material significant related party transactions entered into by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this Report.

Pursuant to Regulation 23 of the Listing Regulations, the Company submits details of related party transactions on a consolidated basis to the stock exchanges as per the specified format on a half-yearly basis.

The details of Related Party Transactions are provided in the accompanying Financial Statements.


Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

Apart from this your Company has also engaged a full- fledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals. The Statutory Auditors have also issued a report on review of Internal Financial Controls (ICFR) and have expressed that the Internal Controls over Financial Reporting are adequate and operating effectively.


The Secretarial and Legal functions of the Company ensure maintenance of good governance at all levels. They assist the Company by being compliant in all areas including legislative expertise, corporate structuring, regulatory changes and governance. The Compliances across various locations are monitored through a Legal Risk Management System.


The Company has put in place the Risk Management Plan as detailed in the Risk Management Policy which is approved by Board of Directors and adopted by the Company. The Risk Management Policy is uploaded on the Companys website at Mgmt-Policv.pdf.

The Policy provides a framework for identification, evaluation, management, continuous monitoring of risks and implementation of mitigation strategies. The risk management strategy is integrated with the overall business strategies of the organization and its mission statement to ensure that its risk management capabilities aid in establishing competitive advantage and allow management to develop reasonable assurance regarding the achievement of the Companys objectives.

The Risk Management Committee (RMC) oversees the risk management process in the Company. The RMC is chaired by an Independent Director and the Chairperson of Audit Committee is also a member of RMC.

A sub-committee consisting of the Head of the Department / Senior Leadership Team of the Company has been formed which meets monthly. A systematic review of risks identified is subject to a series of focused meetings of the empowered Sub-Committee. Each sub-committee member ensures the effectiveness of the risk monitoring process across his work area and the sub-committee makes assessment of long term, strategic, macro risks and implementation of mitigation strategies across business units.


During the year, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers and employees under Section 143(12) of the Act details of which needs to be mentioned in this Report.


The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy which has been approved by the Board. The other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report as Annexure to this Report.


As required under the Act and Listing Regulations, the Company has devised an effective Whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies to communicate their concerns about illegal or unethical practices freely. The Company has adopted a Vigil Mechanism and Whistleblower Policy (the Policy) for stakeholders to report concerns about any unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. Protected disclosures can be made by a whistleblower through several channels. The Policy provides for adequate safeguards against victimization of employees. No personnel of the Company have been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leakage of unpublished price sensitive information.

Vigil Mechanism and Whistle Blower Policy is available on the Companys Website at PSCL/PSCL-Vigil-Mechanism-Policy-V-1-1.pdf


The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted Internal Complaints Committee (ICC) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act.

No complaints were pending at the beginning of the financial year. No complaint was pending as at the end of the financial year.

To build awareness in this area, the Company has been conducting awareness sessions during induction of new employees and also periodically for permanent employees, third-party employees and contract workmen through online modules and webinars.


During the Financial Year 2022-23, 4 (Four) meetings of the Board of Directors took place. For further details, please refer to the Corporate Governance Report annexed hereto.


Particulars of loans, guarantees and investments made by the Company as required under Section 186 (4) of the Act are contained in Note No. 5, 13, 14 and 30 to the Standalone Financial Statements.


A Report on the Corporate Governance along with a certificate from a Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34 of Listing Regulations, 2015 as also the Management Discussion and Analysis Report are annexed to this Report.



The auditors M/s. BSR & Co. LLP, Chartered Accountants were appointed as Statutory Auditors at the 35th Annual General Meeting (AGM) held on November 02, 2020, for a term of five years, from the conclusion of 35th AGM till the conclusion of 40th AGM to be held in the year 2024-25. They have furnished a declaration confirming their independence as well as their arms length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company. The Board has duly reviewed the Statutory Auditors Report for the Financial Year ended on March 31, 2023, and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board in their Report as provided under Section 134 of the Act.


As required by Section 204 of the Act, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Rathi & Associates, Company Secretaries, a firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2022-23. The Report of the Secretarial Audit for the financial year ended on March 31, 2023, is annexed to this Report.

The Board has reviewed the Secretarial Auditors Report and is of the opinion that the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board in its Report as provided under Section 134 of the Act.


As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained by it for the products covered under Chapters 2902, 2903, 2905, 2906, 2907, 2909, 2912, 2914, 2915, 2918, 2926 and 2932 of Sr. No. 18 of table mentioned under Rule 3 (B) - Non-regulated Sectors audited by a Cost Auditor.

The Board of Directors has on the recommendation of the Audit Committee appointed M/s Kishore Bhatia & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2023-24. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules 2014, Members are requested to consider the ratification of the remuneration payable to M/s. Kishore Bhatia & Associates.


During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by The Institute of Company Secretaries of India (ICSI).




• Dry vacuum pumps (10 nos. of Ital vac make) installed to save Power consumption, Steam consumption and Effluent load reduction.

• Reduction in Boiler feed water consumption (Distilled Mineral Water) preheating, by utilising distillation columns top condensers heat and reduction of Cooling Tower Load.

• We generated 2815 MWH power from 500 KW steam Turbine in 2022-23.

• VFDs are provided on the vacuum Pumps, Cooling Tower Pumps, Fans and Reactor agitators for optimising the power consumption.

• Replaced the regular and CFL lighting with energy efficient LED lighting across all plants.

• By recycling Treated effluent water (ZLD ~ 450-500 KLD), specific consumption of water has been brought down significantly to almost NIL in some of the plants.

• Rainwater harvesting done and same is used for process applications and gardening.

• 925 KWH Captive power plant installed at Unit -4. The same shall start in May-2023.

• Solar Power (400 KWH) installed & working.


• Alpha-Pinene to Camphene yield improvement (0.7 to 0.8) at low temperature and with modified Catalyst.

• Batch Process to Continuous Reaction and distillation (Terpeniol to Terpeniol Epoxide distillation and Camphene distillation).

• Recycle of Sulfuric acid and Phosphoric acid to save/ minimize acid consumption in manufacturing process and reduction in material cost.

• Value added products derivation from the side stream of various production processes with purification.

• Green Technology development at pilot scale from intermediates of Products.

• ZLD plant to recycle treated effluent water and hence reduction in overall water consumption.

III. New Process Developments :

• Recycle of H3PO4 (AI/TT etc.) to minimize RM consumption.

• To introduce Amber extreme as a new product in Unit 2.

• To introduce two new products Cashmerone and Couvane at Unit 6.

• New technology for separation/dehydration (Pervaporation Process) to eliminate conventional distillation for solvent dehydration to save steam.

• Waste Heat recovery from Pyrolysers Flue gases and generate ~ 160 TR chilled water at temperature (+) 7?C.

• 925 KWH Captive power plant installed at Unit -4 to start in May-2023.


The expenditure on Research and Development: Yes

( In Lakhs)
Sr. Particulars No. Amount
a. Capital 91.88
b. Revenue 537.11
Total (a+b) 628.99
Total Research & Development Expenses as % of Turnover 0.40%


( In Lakhs)
Particulars Amount
Foreign Exchange Earnings 1,20,797.60
Foreign Exchange Outgo 87,386.38

Annual Return:

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Companies Act and the applicable Rules, the Annual Return in Form MGT-7 shall be available on Companys Website at https://


Your Directors value the consistent support and encouragement given by Customers, Suppliers, Bankers, Business Associates and Government Agencies to the Company. The Board of Directors also join us in applauding the employees at all levels for their dedication, hard work and support at all times.

For and on behalf of the Board of Directors
Mahesh P Babani
Place: Navi Mumbai Chairman & Managing Director
Date: May 29, 2023 DIN - 0051162