Sunshield Chemicals Ltd Directors Report

Dear Members,

Your Directors are pleased to submit their 37th Annual Report of the business operations together with the Audited Financial Statements of the Company for the year ended 31st March 2024:

1. OVERVIEW OF FINANCIAL RESULTS

(Rs In Lakhs)

	2023-2024	2022-2023
Sales	28203	24440
Other Operating Income	135	36
Revenue from Operations	28338	24476
Other Income	148	182
Total Income	28486	24658
Less: Materials Consumed	19277	16621
Employees Remuneration & Benefits	1639	1314
Manufacturing, Administrative, Selling & Other Expenses	3379	3426
Total Expenses	24295	21361
Operating Profit (EBITDA)	4191	3297
Less: Finance Cost	779	744
Profit Before Tax & Depreciation	3412	2553
Less: Depreciation	738	645
Net Profit Before Tax	2674	1908
Less: Tax Expense
Current Tax Expense	755	481
Deferred Tax	34	69
Prior Year Tax Adjustments	-	(8)
Net Profit after Tax	1885	1366
Other Comprehensive Income
Add: Remeasurements of post-employment benefit obligation	(43)	19
Income tax related to items that will not be reclassified to profit or loss	12	(6)
Total Comprehensive Income for the period	1854	1380
Earnings per share
Basic & Diluted	25.63	18.58

In the preparation of the financial accounts and the statements, the Company has followed the Companies (Indian Accounting Standards) Rules 2015, as amended.

2. INTERIM DIVIDEND

During the year, the Board of Directors declared and paid an interim dividend @ of Rs. 1.20/- (previous year - Nil) per equity share on the face value of Rs. 10.00/- each to the Shareholders whose name appeared on the Register of Members as on 22nd February 2024, being the record date fixed for this purpose. Interim Dividend absorbed a sum of Rs. 88.24 Lakhs out of the net profits after tax for the financial year 2023-24.

3. FINAL DIVIDEND

Based on the Companys performance, your Directors are pleased to recommend for approval of Members a final dividend @ of Rs. 1.20/- (previous year - Rs. 2) per equity share of the face value of Rs. 10.00/- each for the financial year 2023-24. Dividend, if approved, aggregating to Rs. 88.24 lakhs, will be paid to those Members whose name appear on the Register of Members on 31st July 2024.

The total dividend is Rs. 2.40 [Previous Year - Rs. 2.00] for the financial year 2023-24, including the Interim dividend @ Rs. 1.20/- per Equity Share and Proposed Final Dividend @ Rs. 1.20/- per share per equity share of the face value of Rs. 10.00/- each.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to General Reserves out of the profit for the Financial Year 2023-24.

4. MANAGEMENTS DISCUSSION AND ANALYSIS: F.Y. 2023-2024

I. Industry Structure & Development: -

The chemical industry is a key enabler for other industries. As chemicals are used in varying proportions by every industry (rightly from electronics to paints, from pharmaceuticals to cosmetics), without chemicals, sustainable development of other sectors is not possible.

The chemical industry is a crucial constituent of the growing Indian economy, providing the key material for several industries. The Company operates only in one Segment, namely specialty chemicals. Specialty chemicals are chemical products which provide a wide variety of effects on which many other industry sectors rely.

Specialty chemicals, which comprise of low volume, high value chemicals with specific applications, constitute a significant part of the Indian chemical industry and are targeted towards specific end-use applications.

Specialty chemicals are produced by a complex, interlinked industry. In the strictest sense, specialty chemicals are chemical products that are sold based on their performance or function, rather than their composition. Products and services in the specialty chemicals industry require intensive knowledge and ongoing innovation.

The Company is engaged in the manufacture and sale of a wide range of specially formulated and customized products with application across diverse sectors like Home & Personal Care, Industrial Formulations, Paints & Coatings, Agrochemicals etc. The Company is a leading player in the surfactant and specialty functional chemicals business, has deep experience in handling critical chemical processes. Companys customers are well recognized and located not only in India but all over the world including in America, Europe, Far- East etc.

Our customers represent a wide range of Industries such as Metal Treatment, Wire Insulation Enamel, PVC stabilizers, Inks, Colours, Coatings, Textiles, Agro Chemicals, Polymers, Plastics, Rubber, Latex, Tyre and Tubes, Conveyor belts, Lubricants, Additives, Home care, Cosmetic, Soaps detergents, Fertilizers and many more.

Our customers are always seeking innovative products formulations for their current process needs, which are fulfilled by the Companys Product Development, knowledge & experience.

Details of Companys main products and its end use applications are as below:

Products	End use Applications
THEIC	THEIC is available as a powder as well as in noodles form. Its end- use includes applications as heat stabilizers and PVC stabilizer.
Ethoxylates & Propoxylates	Used as dispersing agents in paper & pulp industry, emulsifiers in dye manufacture, means for dissolution and floatation, constituents of agro insecticides and herbicides, and in many other industrial applications. These products have applications as low-foaming nonionic surfactants and have excellent wetting and dispersing properties.
Antioxidants	The aminic antioxidants market has been segmented on the basis of application into plastic processing, rubber processing, fuel & lubricants and adhesives.
HQEE	HQEE is a specialty elastomer and crosslinking agent used as a chain extender for polyurethanes (PU). It is well suited for finishing and improving properties of materials.
BC 700	Used as a matting and effects agent for the paint and varnish industry.

II. Operating and Financial Performance of the Company

(Rs In Lakhs)

	F.Y. 2023-2024	F.Y. 2022-2023	Change over Previous year
i) Exports	6503	8524	(23.71%)
ii) Domestic	21700	15916	36.34%
iii) Other Operating Income	135	36	275.00%
Revenue from Operation	28338	24476	15.77%
Other Income	148	182	(18.68%)
Total Income	28486	24658	15.52%

Domestic sales increased by 36.34% from Rs. 15,916 lakhs to Rs. 21,700 lakhs and export sales went down by 23.71% from Rs. 8,524 lakhs in 2022-23 to Rs. 6,503 lakhs in 2023-24.

The main reason for decrease in export was mainly on account of ongoing Russia - Ukraine conflict and escalation of the conflict in Middle east. Overall, there was increase in total income as compared to last year.

The major change was in the sales of Ethoxylates based products where sales value went up as compared to last year. In the case of Ethoxylates, Propoxylates and Theic based products volume has remained same but we could acheive higher price realization as compared to last year.

III. Outlook

The year began with cautious optimism, as economic activities showed signs of gradual recovery. Manufacturing growth in India remains predominantly influenced by domestic consumption and investment trends. Specialty chemicals finds applications across consumer, industrial and infrastructure segments are driven by the overall growth of the Indian economy.

The growth for specialty chemicals is driven by both domestic consumption and exports. Specialty chemicals finding applications across consumer, industrial and infrastructure segments are driven by the overall growth of the Indian economy. The Company anticipates that demand for its products will align with the overall economic growth path. Technology & Innovation will play a major role in growth. Even though our companys product profile is part of essential chemicals, the demand for these largely depend on how Indian and Global economy cops with ongoing escalation of conflict.

Volatile demand, operational and supply chain disruptions, availability and pricing of raw material, potentially tightening credit markets and the health of workforce remains the main concern.

With the completion of CAPEX projects pertaining to (a) capacity enhancement of existing Antioxidant plant capacity and debottlenecking of EO/Theic unit & automation and (b) Debottlenecking and modernizing the Ethoxylates facility, the Company remains positive of increased sales.

The Companys products continue to be well received by worlds leading users of specialty chemicals for a diverse range of industrial applications. The Company has been recognized as a reputable and dependable supplier to many Indian and global consumers of specialty products developed in-house.

IV. Risks and Concerns

The capabilities and the skills of organizations continue to be challenged due to ongoing Russia- Ukraine conflict and escalation of the conflict in Middle east. The conflicts have resulted in a sharp increase in commodity prices, exacerbating the already surging global inflation. Other risks like Volatility in market demand, forex fluctuations, changes in regulatory requirements and disruption in supply chain will continue to have impact going forward.

The Company has laid down a well-defined Risk Management Framework covering the risk, risk exposure, potential impact and risk mitigation process. The Present and future risks are reviewed by the management of the Company at regular intervals. Adequate risk management is a key success factor, to mitigate risks associated with the solutions we provide. Major risks identified by the business and functions are systematically addressed by taking corrective actions on a continuous basis. These are discussed at the Audit Committee and Board Meetings.

Major risk arises from main raw material viz., Ethylene Oxide (EO). There may be availability risk associated with EO which however, is currently and consistently available from one manufacturer in the country. If there is an issue with the supply of EO, production of several products would be affected.

The Company is committed to protecting the environment, and ensuring the health and safety of its employees, customers, neighbors and public. Some of our major raw materials are hazardous and flammable and some safety risks are inherent in the manufacturing processes. The Company has ensured that required process controls, safety equipments and infrastructure are in place as per statutes and global safety standards.

V. Internal Financials Controls and their adequacy

Internal checks and controls covering operations of the Company are in place and are constantly being improved upon. The Company has laid down internal financial controls to be followed and such policies and procedures adopted are for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

During the year, the internal and statutory auditors of the Company have reviewed the effectiveness and efficiency of these controls and procedures. On the basis of the said assessments, the Board is of the view that the Internal Financial Controls operate effectively and no material weaknesses exist.

VI. Key Financial Ratios

Key Ratios	2023-24	2022-23	Change
Current Ratio1	0.88	1.47	(40.40%)
Debt Equity Ratio2	1.04	1.17	(11.00%)
Debt service Coverage Ratio3	2.59	2.92	(11.51%)
Return on Equity Ratio4	25.44%	22.83%	11.41%
Inventory Turnover Ratio	7.12	7.44	(4.40%)
Trade Receivable Turnover Ratio	6.44	6.01	7.71%
Trade Payable Turnover ratio	6.19	6.08	1.80%
Net Capital Turnover Ratio5	(19.40)	8.20	(336.64%)
Net Profit Ratio4	6.65%	5.58%	19.16%

1 Due to increase in Current maturities of long-term borrowings.

2 Networth improved.

3 Increase in profit whereas also increase in finance cost.

4 Improvement in profitability.

5 Mainly due to increase in Current maturities of long-term borrowings thereby reduction of working capital.

VII. Human Resources

Employee relationships at all levels, continued to be satisfactory during the year. The management would like to place on record its appreciation of the dedicated and strong support provided to your Company, by its employees at all levels. The number of employees on the roll as on 31st March 2024 was 189.

(The statement in this report including Managements Discussions & Analysis Report reflects Companys projections, estimates, expectations, or predictions. These may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied since your Companys operations are influenced by many external and internal factors, beyond the control of the Company.)

5. DISCLOSURES UNDER COMPANIES ACT 2013

I. Corporate Social Responsibility

The Board has approved the CSR policy of the Company which is published on the Companys website at https://sunshieldchemicals.com/wp- content/uploads/2021/12/CSR-Policy.pdf

CSR activities of the Company are carried directly and through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criterias as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time.

The Board Report on CSR is annexed herewith as Annexure I.

II. Energy, Technology & Foreign Exchange

Information sought under the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure II, forming part of this report.

III. Annual Return

The Annual Return has been placed on the website of the Company and can be accessed at https://sunshieldchemicals.com

IV. Changes In The Share Capital

There is no change in the share capital of the Company during the financial year under review. The paid-up equity share capital as on 31st March 2024 was Rs. 735.31 lakhs, comprising of 73,53,060 equity shares of face value of Rs. 10.00/- each.

V. Number of Board Meetings

The Board meets at regular intervals to discuss and decide on business policies and strategy apart from regular Board business. During the financial year under review, the Board of Directors met 4 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

VI. Composition of Audit Committee

The Audit committee comprises of Mr. Ajit Shah who is the Chairman of the Committee, Mrs. Aruna Soman. Mr. R L Shenoy, Mr. Cyrus Poonevala and Mr. Jeet Malhotra. During the financial year under review, the audit committee met 4 times. More details on the committee are given in the Corporate Governance Report.

All the recommendations of the audit committee are accepted by the Board.

VII. Board Independence

The definition of Independence of Directors is derived from Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following NonExecutive Directors are Independent in terms of Regulation 16 of the Listing Regulations, and Section 149(6) of the Companies Act, 2013;

1. Mr. R L Shenoy

2. Mr. Ajit Shah

3. Mrs. Aruna Soman

4. Mr. Cyrus Poonevala

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 26th March 2024 to discuss inter alia issues as prescribed under the schedule IV of the Companies Act, 2013.

VIII. Annual Evaluation By The Board

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared covering various aspects of the Boards functioning such as adequacy of composition of Board and committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Board appreciated the contributions of all Directors in the working of the Company on the basis of evaluation carried out.

IX. Director Remuneration Policy

The Remuneration Policy of the Company is hosted on the website of the company at the following web link:

https://sunshieldchemicals.com/wp-content/uploads/2021/12/Remuneration-Policy.pdf

X. Comments on Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. CNK & Associates LLP, Chartered Accountants, Statutory Auditors, in their report and by M/s. P. Naithani & Associates, Company Secretaries, in their Secretarial Audit report.

XI. Related Party Transactions

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their information.

A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Since there are no material related party transactions and also all the transactions with related parties are at arms length and in the ordinary course of business, no transactions are required to be reported in Form AOC - 2. Note No. 35 in the notes to financial statements provides the details of all the related party transactions.

The Related Party Transaction Policy is uploaded on the companys website at http: https://sunshieldchemicals.com/wp-content/ uploads/2023/03/RTP-Policy.pdf

XII. Material Changes and Commitments Affecting The Financial Position of The Company

There have been no 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.

XIII. Vigil Mechanism

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act 2013 and Regulation 22 of Listing Regulations.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Companys Code of Conduct and/or Ethics Policy. There have been no instances of denying any personnel seeking access to the Chairman of the Audit Committee

The details of the policy have been disclosed on the Companys website at https://sunshieldchemicals.com/wp-content/ uploads/2021/12/Whistle-Blower-Policy.pdf

XIV. Corporate Governance

Detailed report on the Corporate Governance, forms part of this Report. A certificate from M/s. P. Naithani & Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of Listing Regulations is annexed to the said Report.

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the Company is in complete conformity with the requirements of Listing Regulations and Companies Act 2013. The details of the Board of Directors, as on date of this report are as under:

Sr. no.	Name of Director	Category of Directorship
1.	Mr. R L Shenoy	Non-Executive Chairman and Independent Director
2.	Mr. Ajit Shah	Non-Executive Independent Director
3.	Mrs. Aruna Soman	Non-Executive Independent and Woman Director
4.	Mr. Cyrus Poonevala	Non-Executive Independent Director
5.	Mr. Jeet Malhotra	Managing Director & CEO
6.	Dr. Maya Parihar Malhotra	Non-Executive Woman Director
7

The composition of the Board represents an optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective strategic guidance to the business.

None of the Directors on the Board is a Director in more than 10 public companies or is a Member in more than 10 committees or Chairperson of more than 5 committees. And none of the Independent Directors serves as an Independent Director in more than 7 listed entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive, and Independent Directors.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mr. Jeet Malhotra (DIN: 07208234) will retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offer himself for reappointment. The Board recommends his reappointment.

Reappointment of Managing Director and Chief Executive Officer

Considering the expiry of the term of Mr. Jeet Malhotra (DIN: 07208234), Managing Director and Chief Executive Officer of the Company on 31st December 2024, the Board of Directors of the Company based on the recommendation of Nomination & Remuneration Committee and Audit Committee and pursuant to the relevant provisions of Listing Regulations, Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Act, the Articles of Association of the Company and considering his contribution towards the growth of the Company, approved his re-appointment as a Managing Director of the Company for a term of 5 consecutive years w.e.f. 1st January 2025, subject to the approval of the Members of the Company.

The approval of the Members for the re-appointment of Mr. Jeet Malhotra has been sought in the Notice convening the AGM of your Company.

Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial Standard-2 on General Meetings relating to Mr. Jeet Malhotra is given in the Notice convening the AGM.

None of the Directors is disqualified from being appointed as Director as specified in Section 164(2) of the Companies Act, 2013. Note on the background of the Director proposed for re-appointment is given as an annexure to the Notice, which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Jeet Malhotra, Managing Director and CEO, Mr. Ashish Agarwal CFO and Mr. Amit Kumashi Company Secretary of the Company are designated as Key Managerial Personnel of the Company.

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the induction of a Director on the Board, the Managing Director and the management team brief the incoming Independent Director about the Company, its line of business, and the composition of the present board, organization chart etc. The appointment letter issued to the Independent Directors also sets out detailed terms of employment including their roles, functions, responsibilities and their fiduciary duties, code of conduct, performance evaluation process etc. as an Independent Director of the Company.

Independent Directors have right to access information and documents for enabling them to have a good understanding of the Company and its various operations.

9. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Companys operations in future.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company confirm that:

(a) in the preparation of the annual Financial Statements for the financial year ended 31st March 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) 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 your Company as at 31st March 2024 and of the profit of your Company for the said period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively and;

(f) proper systems to ensure compliance with the provisions of all applicable laws were devised and as certified by the internal auditors such systems were adequate and operating effectively.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 ("POSH"). The Company has zero tolerance on Sexual Harassment at workplace.

In compliance with the provisions of POSH and the Companies Accounts Rules, 2014, as amended, the internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. All employees (permanent, contractual, temporary, trainees and other stakeholders) are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the Financial Year 2023-24:

Number of Complaints of sexual harassment received during the period April 2023 to March 2024	Number of complaints disposed off during the period April 2023 to March 2024	Nature of action taken by the employer
NIL	Not applicable	Not applicable

12. SECRETARIAL STANDARDS

The Company complies with applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2024.

13. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the Companies Act, 2013, Directors confirm that there were no instances of fraud reported by the Auditors.

14. AUDITORS Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W /W100036) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 36th AGM of the Company held on 25th August 2023 to hold office from the conclusion of the said Meeting till the conclusion of the 41st AGM to be held in the year 2028.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

Cost Auditors

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant. The Company has maintained the Cost Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 000294) as the Cost Auditors of the Company for financial year 2024-25 under Section 148 and all other applicable provisions of the Companies Act, 2013.

M/s. Kishore Bhatia & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that the appointment meets with the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included at Item No. 4 of the Notice convening the AGM.

The Cost Audit Report for the Financial Year ended 31st March 2023 was filed with the Ministry of Corporate Affairs on 16th August 2023 within the stipulated time mandated in the Companies (Cost Records & Audit) Rules, 2014, as amended.

Secretarial Auditors

M/s. P. Naithani & Associates, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Listing Regulations as amended. The Report of the Secretarial Auditor which is unmodified is appended to this Report as Annexure III.

Internal Auditors

M/s. Nikhil Narkar & Associates, Chartered Accountants have conducted internal audits periodically and submitted their reports to the Audit committee. Their Reports have been reviewed by the Audit committee from time to time.

15. PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading Regulations) 2015, as amended from time to time, to preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI)/Leak of UPSI, the Company has adopted a Code of Conduct for Insider Trading for prohibition of Insider trading which was revised and approved by Board, for Promoters, Members of Promoter group, Directors, Designated Person/ Employees, their immediate relatives, and substantial shareholders in the listed Company. This policy also provides for periodical disclosures from the designated persons as well as pre-clearances of transactions by such persons.

16. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of the Listing Regulations, for the financial year 2023-24 is given in Annexure IV.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans, Guarantees or made investments under Section 186 of the Companies Act, 2013

18. DEPOSITS

There are no deposits outstanding as on 31st March 2024 and that Company has not accepted any deposits from public / members under Section 73 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

19. SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary or associates or joint ventures as on the date of this report.

20. EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as Annexure V.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of managerial personnel of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent. There were no employees who were drawing remuneration exceeding Rs. 1.02 Crores per annum.

21. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health and Safety of its employees and its neighbourhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment Policy, which applies to all employees and other stakeholders.

Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

The provision pertaining to transfer of shares on which dividend was unclaimed/unpaid for seven years to Investor Education and Protection Fund Authority will be applicable to the Company in the year 2029.

23. APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Companys bankers, business associates, employees union, shareholders, auditors and various statutory authorities, both, central and state Government.

The accompanying Annexures I to V form an integral part of this Director Report.

For and on behalf of the Board of Directors
	R L Shenoy
Mumbai,	Chairman
16th May 2024	DIN 00074761