Your Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2025.
1. FINANCIALS:
[Rupees in Lakhs except EPS1
PARTICULARS
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
STANDALONE
|
CONSOLIDATED
|
Revenue from Operations
|
7025.39
|
7846.53
|
7,000.99
|
7846.53
|
Other Income
|
152.96
|
133.54
|
148.74
|
133.54
|
Total Revenue
|
7178.35
|
7980.07
|
7149.73
|
7980.07
|
Less: Expenses before Interest and Depreciation
|
-6118.64
|
-6525.15
|
-6078.08
|
-6525.15
|
Less: (a) Interest
|
-163.84
|
-83.24
|
-174.55
|
-83.24
|
(b) Depreciation
|
-313.06
|
-228.52
|
-320.56
|
-228.52
|
Share in Profit or Loss of Joint Venture (before tax)
|
-
|
-
|
-0.5
|
-
|
Profit Before Tax
|
582.81
|
1143.15
|
576.04
|
1143.15
|
Less: Tax Expenses
|
|
|
|
|
Current Tax
|
-75
|
-285
|
-75
|
-285
|
Deferred Tax
|
-90.06
|
-11.89
|
-110.85
|
-11.89
|
Prior year's Income Tax Adjustment
|
1.11
|
-1.83
|
1.11
|
-1.83
|
Profit after Tax
|
418.86
|
844.43
|
391.31
|
844.43
|
Other comprehensive income
|
|
|
|
|
i. Items that will not be reclassified to profit or loss: Defined Benefit Plan
|
26.18
|
-45.09
|
26.18
|
-45.09
|
ii. Income tax relating to items that will not be re-classified to profit or loss
|
-6.59
|
11.35
|
-6.59
|
11.35
|
iii. Items that will be reclassified to profit or loss -Fair Value Gain on Investments
|
126.92
|
133.65
|
126.92
|
133.65
|
iv. Income tax relating to items that will be reclassified to profit or loss
|
-31.95
|
-33.64
|
-31.95
|
-33.64
|
Total other comprehensive income, net of tax
|
114.57
|
66.27
|
114.57
|
66.27
|
Total comprehensive income for the year
|
533.42
|
910.70
|
505.87
|
910.70
|
Earnings per Share
|
2.83
|
5.70
|
2.64
|
5.70
|
2. KEY FINANCIAL RATIOS :
Ratio
|
Numerator
|
Denominator
|
Mar-25
|
Mar-24
|
%
Variance
|
Reason for variance
|
(a) Current ratio
|
Total Current Assets
|
Total Current Liabilities
|
3.18
|
3.85
|
-17.37%
|
Decrease in ratio is due to decrease in Current assets and increase in current liabilities
|
(b) Debt-equity ratio
|
Short Term Borrowing Long Term Borrowing
|
Total Equity
|
0.34
|
0.35
|
-3.24%
|
Decrease in ratio is due to decrease in Long T erm Borrowings
|
(c) Debt service coverage ratio
|
Profit Before Interest and Tax
|
Total Debts Service (Interest Finance Lease Payment Principal Repayment)
|
0.31
|
0.42
|
-25.69%
|
The decrease in the ratio is due to an increase in the borrowing upto capitalisation of work in progress cost and deacrease in profit as compared to last year.
|
Ratio
|
Numerator
|
Denominator
|
Mar-25
|
Mar-24
|
%
Variance
|
Reason for variance
|
(d) Return on equity ratio
|
Net Profit after Tax
|
Total Equity
|
5.65%
|
12.18%
|
-53.64%
|
Decrease in ratio is due to decrease in net profit
|
(e) Inventory turnover ratio
|
Net Sales
|
Average Inventory
|
7.78
|
6.97
|
11.56%
|
-
|
(f) Trade receivables turnover ratio
|
Net Sales
|
Average Trade Receivables
|
5.11
|
5.46
|
-6.47%
|
-
|
(g) Trade payables turnover ratio
|
Net Purchases
|
Average Trade Payable
|
11.56
|
7.17
|
61.24%
|
The ratio has impoved due to decrease in average trade payable and increase in purchase as compare to last year.
|
(h) Net Working capital turnover ratio
|
Net Sales
|
Working Capital
|
2.08
|
2.01
|
3.88%
|
-
|
(i) Net profit ratio
|
Net Profit
|
Sales
|
5.96%
|
10.76%
|
-44.60%
|
Decrease in ratio is due to decrease in net profit
|
(j) Return on capital employed
|
Earning Before Interest and Tax
|
Capital Employed
|
7.07%
|
12.27%
|
-42.36%
|
Decrease in ratio is due to decrease in net profit
|
(k) Return on investment
|
Profit After Tax
|
Total Assets
|
3.73%
|
7.69%
|
-51.41%
|
Decrease in ratio is due to decrease in net profit
|
3. DIVIDEND:
Dividend is recommended by your Board taking into consideration the factors like overall profitability, cash flow, capital requirements and other business needs of your company. Your Board of Directors are pleased to recommend a final dividend of Re. 1/- per equity share (10%) on 1,48,08,840 equity shares of Rs.10/- each subject to approval of shareholders at the forthcoming Annual General Meeting. The Dividend when approved, would result in a total outflow of Rs. 148.09 Lakhs. According to Finance Act, 2020, with effect from April 1, 2020, dividend declared and paid by the Company is taxable in the hands of shareholders and the Company is required to deduct tax at source (TDS) from dividend paid to the shareholders at the applicable rates.
4. OPERATIONAL HIGHLIGHTS:
Your Company's financial highlights during preceding three years period can be summarized as follows:
Rs. In Lakhs (except EPS)
|
FY 2022-23
|
FY 2023-24
|
FY 2024-25
|
% Change (1 year)
|
% Change (2 years)
|
Revenue
|
9620.45
|
7980.07
|
7178.35
|
-10.05
|
-25.38
|
|
|
|
|
|
|
EBDITA
|
2250.36
|
1454.92
|
1059.71
|
-27.16
|
-52.91
|
|
|
|
|
|
|
Profit before Tax
|
1964.80
|
1143.15
|
582.81
|
-49.02
|
-70.34
|
|
|
|
|
|
|
Net Profit
|
1435.83
|
844.43
|
418.86
|
-50.40
|
-70.83
|
|
|
|
|
|
|
Networth
|
6640.58
|
7225.85
|
7611.19
|
5.33
|
14.62
|
|
|
|
|
|
|
EPS
|
9.7
|
5.7
|
2.83
|
-50.35
|
-70.82
|
RE'
|
ZENUE (IN LAKH
|
S)
7178.35
i
|
|
N
1435.83
|
ET PROFIT (IN LAKHS)
844.43
|
418.86
l 1
|
9620.45
|
|
|
|
|
|
|
7C
|
00.
|
N7
|
PY 2022-23
|
PY 2023-24
|
FY 2024-25
|
|
FY 2022-23
|
FY 2023-24
|
FY 2024-25
|
5. SHARE CAPITAL:
At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorised share capital of the company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10 each. The paid-up share capital of the company is Rs. 14,80,88,400/- divided into 1,48,08,840 equity shares of Rs. 10 each. Further, the Company has proposed to Increase its Authorised Share Capital to Rs.
20.00. 00.000 (Rupees Twenty Crores only), subject to members approval as provided under item no. 8 of the Notice accompanying this Annual Report. The Company had raised fund through Public Issue of shares in F.Y. 2016-17 and the Equity shares of your Company were listed on SME segment of BSE Limited since March, 2017. Further, equity shares of the Company have Migrated from SME Platform of BSE Limited to Main Board of BSE Limited w.e.f. 05th May 2022.
6. TRANSFER TO RESERVE:
The Company does not propose to transfer any amount to the general reserve out of the amount available in reserves and surplus.
7. CREDIT FACILITIES:
The Company has been optimally utilizing its fund based and non-fund based working capital requirements as tied up with Kotak Mahindra Bank Limited. The Company has taken credit facilities in nature of Term Loan and Cash credit, the details of which are available in financial statements. Effective financial measures have been continued to reduce cost of interest and bank charges.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the F.Y. 2024-25.
9. MATERIAL EVENTS OCCURING AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT:
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statement relates and the date of the Board Report.
10. ORDER OF AUTHORITIES/ COURT/ REGULATORS:
No order of any government, state, local or statutory authorities were received during the FY 2024-25 which could have affected the workings of the company, except the Direction under Section 31-A of the Air (Prevention and Control of Pollution) Act, 1981 levying Environment Damage Compensation of Rs.
9.00. 000/- by Gujarat Pollution Control Board for gas leak incident occurred in the plant causing mainly NOx emission for few minutes. The Company has complied with the said direction and accordingly there is no litigation or legal proceedings pending against the Company.
11. 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) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:
(A) Conservation of energy:
Steps taken / impact on conservation of energy:
Your Company is certified with ISO 50001:2018 Certification by TUV Rheinland. Your Company is compliant with the Energy Management Systems and aims to improve energy efficiency and consumption thereby resulting in costs reduction and increase in productivity. During the F.Y. 2024-25, Energy consumption was 3995 mwh and cost incurred was Rs. 332.35 lakhs. Additionally, the Company generated 61629.6 units of power through its Diesel Generator at a cost of Rs. 18.95 Lakhs. The Steam Purchase Agreement entered in the previous year has contributed to lowering steam costs. As a result of which the Company has been able to reduce overall utility cost per Kg. of production approximately by 15% as compared to F.Y. 2023-24
Steps taken by the company for utilizing alternate sources of energy including waste generated:
The Company is not utilizing alternate energy sources. However, the Company is trying to reduce the cost of energy and improve efficiency as under:
• The Company has out sourced the steam as was available at low cost from M/s. Steam House
• Changed lightings to LED
• The numbers as well as capacity of capacitors changed to achieve improved power factor
• The consumption of Diesel is under close supervision
Further, the Company has not made any capital investment on energy conservation equipments.
(B) Technology absorption:
1. Efforts in brief, made towards technology absorption.
The Company continuously make improvements/ upgradations to manufacturing processes, adopted advanced chemical technologies and deploys trained technical personnel to effectively utilize these innovations. These initiatives have enhanced product quality, process efficiency and competitiveness of your Company. Through indigenous in-house R&D company focuses to develop continuous process technologies in that creates significant reduction in energy consumption and less process times.
2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.
Improvement in quality and better product mix.
In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:
The Company has not imported any technology and hence not applicable.
3. Expenditure incurred on Research and Development:
The Company has R&D facility located at GIDC, Ankleshwar Gujarat. The Expenditure during the F.Y. 2024-25 is as under:
RESEARCH AND DEVELOPMENT EXPENDITURE
|
Rs. (In Lakhs)
|
Capital expenditure
|
Nil
|
Revenue expenditure
|
13.85
|
(C) Foreign exchange earnings and Outgo:
PARTICULARS
|
Rs. (In Lakhs)
|
Foreign Exchange earned in terms of actual inflows during the year
|
1085.17
|
Foreign Exchange outgo during the year in terms of actual outflows
|
535.92
|
(D) Environment:
Your Company is ISO 14001:2015 certified which specifies the requirements for the formulation and maintenance of an environmental management system (EMS). During the year your Company has complied with local and regulatory environment laws and regulations. We strive actively to reduce the overall impact on the environment by targeting annual reductions in our carbon intensity and the management of waste, water, vehicle emissions and energy consumption. The Board of Directors have the Environment Policy outlining our commitment to conduct operations in environment friendly and responsible way. The policy can be accessed at the website at www.chemcrux.com.
12. RISK MANAGEMENT:
The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company's Day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks. On account of outbreak of Covid global pandemic and uncertainty caused by it, Company adopted Risk Management Policy to minimize the impact on its operations, customers, suppliers and employees.
13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are applicable to the Company. In line with same, a Corporate Social Responsibility Committee has been constituted by the Board of directors. As on 31st March 2025, the Committee composition is as follows: Mr. Girishkumar Shah- Chairman of the CSR Committee, Mrs. Sidhdhi Shah & Mr. Nayankumar Shah - members of the CSR Committee. The Company has in place a Corporate Social Responsibility Policy which indicates the activities to be undertaken by the Company in areas or subjects specified in schedule VII of the Companies Act, 2013. Accordingly, during the F.Y. 2024-25 as approved by the CSR Committee, the amount for CSR expenditure amounting to Rs. 34,22,406/- was spent in areas specified under schedule VII of the Companies Act, 2013. Please refer Annexure V for further details and click on the https: //www.chemcrux.com/investor-info.php under Investors Info/Corporate Policies (link to access the CSR Policy of Company).
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has granted loan to and given Corporate Guarantee for Kalichem Private Limited (erstwhile Joint Venture Company, now converted into a Wholly Owned Subsidiary of the Company) by complying with section 185 & 186 of the Companies Act, 2013 - a company where directors are interested. The details are as under:
During the year under review, the Company has granted a loan of Rs. 209 Lakhs. No fresh Corporate Guarantee has been extended during the financial year 2024-25. It may be noted that the Company had provided a Corporate Guarantee of Rs. 750 Lakhs in respect of the erstwhile Joint Venture. During the current financial year, the said Joint Venture has been converted into a Wholly Owned Subsidiary (WOS) of the Company. Consequently, the total outstanding loan of WOS amounting to Rs. 1249 Lakhs as on 31st March 2025; stands secured by the Corporate Guarantee of the Company. The details are given in the financial statements. Investments in short term UTI Mutual Fund schemes were made during the year which was within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.
15. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee as per the omnibus approval of Audit Committee. A statement showing particulars of contracts and arrangements with related parties in the prescribed Form AOC-2 is annexed as Annexure-B which forms an integral part of this Board's Report.
The Board of Directors of the Company have adopted policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This policy has been uploaded on the website of the Company at https://www.chemcrux.com/investor-info.php under Investor Info/Corporate Policies.
16. DIRECTORS & KEY MANAGERIAL PERSONNELS:
During the year, following changes were there in the directors and KMPs:
Ý Mr. Nayankumar Shah was appointed as an Independent Director w.e.f. 21st December 2024 by shareholders through Postal Ballot and he is not liable to retire by rotation.
Ý Mr. Vipul Sanghvi was appointed as a Director w.e.f. 21st December 2024 by shareholders through Postal Ballot. Further, he was designated as an executive director by the shareholders on even date.
Ý Mr. Mukund Bakshi resigned as Director (Non-Executive, Independent) w.e.f. close of business hours of 11th February 2025.
Ý Mr. Rohit Kothari was appointed an Additional (Non-Executive Non-Independent) Director w.e.f. 12th February 2025 and his appointment was regularised and he was appointed as a Non-Executive (Independent) Director for 5 years by members w.e.f. 12th February 2025 and he is not liable to retire by rotation.
Ý In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mrs. Sidhdhi Shah, Non-Executive Director shall retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment, has offered her candidature for directorship.
> BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual performance evaluation of its own performance, committees and the directors individually. Evaluation criteria include accountability, governance, board operations, legal responsibilities, financial overview, board management relations and personal leadership. The Board of the Company was satisfied with the functioning of the Board and its Committees as well as contribution of Directors, individually.
In the opinion of the Board, the Independent Directors appointed during the year, namely Mr. Nayankumar Shah and Mr. Rohit Kothari, possess the requisite integrity, expertise, experience and proficiency for performing their duties as Independent Directors of the Company.
> REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy was last revised on 08th December 2023 and is available at the website of company at https://www.chemcrux.com/investor-info.php under Investor Info/Corporate Policy. Further, the salient features of the policy are available in the Corporate Governance Report which is annexed as Annexure I.
> MEETINGS:
During the year under review, five Board Meetings and five Audit Committee Meetings were held. The Company has also constituted Nomination and Remuneration Committee, Stakeholders relationship committee and Corporate Social Responsibility Committee as per the provisions of the Companies Act
2013 and SEBI (LODR) Regulations, 2015. The Committee meetings are held as per the requirement of the applicable laws. The details are given in the Corporate Governance Report which is annexed as Annexure I. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.
> DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the relevant rules. The letter of appointment to Independent Directors as provided under Companies Act, 2013 has been issued and placed on website of the Company: www.chemcrux.com. The Independent Directors confirm that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.
17. AUDIT COMMITTEE AND VIGIL MECHANISM & WHISTLE BHLOWER:
The Audit Committee as on 31st March 2025, has 3 members - Mr. Rohit Kothari -Independent Director (Chairman), Mr. Bhanubhai Patel - Independent Director and Mr. Nayankumar Shah - Independent Director. During the year five Audit Committee Meetings were held. The details of the same are given in Corporate Governance Report. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The revised Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company at https://chemcrux.com/investor- info.php under Investor Info/Corporate Policies.
18. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement: -
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(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 the company at the end of the financial year and of the profit and loss of the company for that period;
(c) 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;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) 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.
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. ANNUAL RETURN
Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual Return of the Company has been placed on the website of the Company at https://www.chemcrux.com/investor-info.php.
In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within the prescribed timelines.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year, the Company acquired an additional 50% equity stake in Kalichem Private Limited. Consequently, Chemcrux Enterprises Limited now holds 100% of the shareholding in Kalichem Private Limited. With this acquisition, the erstwhile Joint Venture has ceased and Kalichem Private Limited stands converted into a Wholly Owned Subsidiary of the Company, effective 27th February 2025. Accordingly, as on 31st March 2025, the Company has one Wholly Owned Subsidiary. The details are in form AOC-1 (Annexure IV).
21. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review. No Unsecured loan availed from Directors during the year.
22. AUDITORS:
> STATUTORY AUDITORS
M/s. Naresh & Co., Chartered Accountants, Vadodara (FRN: 106928W) continue to act as the Statutory Auditors of the Company. Their appointment was approved by the shareholders at the 27th AGM and they hold office upto the conclusion of 32nd AGM to be held in the year 2028 (for the financial year ended 31st March 2028). As required under Listing Regulations, the auditors confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The report of the Statutory Auditors of the Company is annexed and is forming part of the Annual Report.
> SECRETARIAL AUDITORS:
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 appointed M/s. Kashyap Shah & Co., Practising Company Secretaries; to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure III”.
Further, the Board of Directors of the Company at their meeting held on 6th August 2025, have recommended the appointment of M/s. KSPS & Co LLP, Company Secretaries for conducting secretarial audit of the Company for 5 consecutive years starting from F.Y. 2025-26 to 2029-30; which is subject to approval of the shareholders (the required details are provided in Item No. 4 of the accompanying Notice). The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India. The required consent to act as the Secretarial Auditors of the Company has been received by the Company from M/s. KSPS & Co. LLP, Company Secretaries on terms & conditions as mutually agreed upon between the Secretarial Auditors and the Board of Directors of the Company.
> INTERNAL AUDITORS:
The Board has appointed M/s. K R & Associates, Chartered Accountants, Vadodara (FRN: 131846W) as the Internal Auditors, to conduct the Internal Audit from F.Y. 2024-25 onwards. They have carried out internal audit functions as per the scope and have submitted their reports periodically. The report of Internal Auditors is reviewed by the Audit Committee.
23. OBSERVATION OF AUDITORS:
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, Internal Auditors and Secretarial Auditors. The auditors have not reported any frauds under sub section 12 of section 143 other than those which are reportable to the Central Government.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
25. SHARES:
a. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES: The Company has not issued any Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN/ SCHEME: During the F.Y. 2024-25, the Company has not provided any Stock Option Scheme to the employees. Further, the Company has proposed Employee Stock Option Scheme which is subject to members approval as provided under item no. 9 of the notice accompanying this Annual Report.
26. CORPORATE GOVERNANCE:
As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Section on Corporate Governance (Annexure I to the Board's Report) on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.
27. AWARDS AND RECOGNITIONS:
The Company has following recognitions and/or awards:
• One Star Export House
• AEO - T1 Certificate
• 2019 - SKOCH order of Merit (top 200 MSMEs)
• 2020 - 4th IPF Excellence Award (fast growing SME)
• 2021 - 1st Rank in Top 50 SME Companies (Dalal Street Investment Journal June 07-20, 2021 edition)
• Recognized in FT High-Growth Companies Asia-Pacific 2024
• Company has also received "COMMITTED" badge from ECOVADIS
28. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report at Annexure II.
29. PARTICULARS OF EMPLOYEES: -
Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Name of Directors
|
Designation
|
Ratio to median remuneration (i.e., Rs. 3,57,803)
|
Remuneration
|
Mr. Sanjay Marathe
|
Managing Director
|
33.54:1
|
Rs. 1,20,00,000
|
Mr. Girishkumar Shah
|
WTD - Executive Chairman
|
33.54:1
|
Rs. 1,20,00,000
|
Mr. Vipul Sanghvi$
|
WTD - Executive Director
|
1.01:1
|
Rs. 3,61,689
|
For other Directors - Ratio is not applicable as they are remunerated by way of sitting fees only.
$ -appointed w.e.f. 21-12-2024 - Remuneration as well as ratio is calculated from that date.
b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any, in the financial year - During the F.Y. 2024-25, there was no increase in the remuneration of Mr. Sanjay Marathe and Mr. Girishkumar Shah. In fact, their remuneration declined by 21.88% as compared to previous financial year. For Mr. Vipul Sanghvi (Executive Director w.e.f. 21st December, 2024); no comparison with the previous year is available. The remuneration of the CS increased by 35.02%, while there was no change in the remuneration of the CFO.
c) The percentage increase in the median remuneration of employees in the financial year - The Median Remuneration for F.Y. 2024-25 is Rs. 3,57,803 and it has been increased by 7.62%.
d) The number of permanent employees on the rolls of the Company as on 31.03.2025 - 102
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average 7% increase in the salaries of employees other than the managerial personnel and remuneration of managerial personnel (Mr. Sanjay Marathe and Mr. Girishkumar Shah) decreased by 21.88%, while for Mr. Vipul Sanghvi, no comparison with is available as he is appointed during the financial year. The managerial remuneration paid is in accordance with the requisite approvals and the remuneration changes (increase/ decrease) are in accordance with the performance of the Company during the year and their continued efforts to lead the Company to greater heights.
f) Affirmation that the remuneration is as per the remuneration policy of the company.
The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the company endeavors to attract, retain, develop and motivate high performing staff. The Company follows a compensation mix of fixed pay, benefits and performance-based variable pay - The Company affirms that the remuneration is as per remuneration policy of the Company.
g) Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed -
i. None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month.
ii. The particulars of employees in the Company drawing remuneration aggregating to Rs. 1.02
crore or above per annum are as under-
NAME
|
MR. GIRISHKUMAR SHAH, aged 69 years (DIN: 00469291)
|
MR. SANJAY MARATHE, aged 68 years (DIN: 01316388)
|
Designation
|
Whole Time Director (Executive Chairman)
|
Managing Director
|
Date of Appointment
|
15/04/1996
|
15/04/1996
|
Experience
|
4 decades
|
4 decades
|
Nature of Employment, whether contractual / otherwise
|
Whole Time Director, designated as Executive Chairman for 5 years as per appointment resolution dated 12/09/2023 w.e.f. 01/01/2024
|
Managing Director for 5 years as per appointment resolution dated 12/09/2023 w.e.f. 01/01/2024
|
Qualifications
|
Bachelor of Engineering in Chemical
Post-graduate in Industrial Management
|
Bachelor of Engineering in Chemical
(M. Tech) from Indian Institute of Technology (IIT)
|
No. & % of Equity Shares held in the company (as on 31/03/2025)
|
5399240 (36.46%)
|
5399740 (36.46%)
|
The last employment held by such employee before joining the Company
|
Self - Employed
|
Self - Employed
|
Details of remuneration last drawn (F.Y. 2024-25)
|
Rs. 1,20,00,000/- as Salary
|
Rs. 1,20,00,000/- as Salary
|
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager
|
Husband of Mrs. Sidhdhi Shah (Non-Executive & Non¬ Independent Director)
|
NA
|
h) The statement containing names of top Ten employees (excluding directors) in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below-
Sr. No.
|
Name
|
Designation
|
Salary (p.a.)
|
Nature of employment (permanent/ Contractual/ Otherwise)
|
Qualific
ation
|
Experien ce (in years) as on 31.03.25
|
Date of joining
|
Age as on
31.03.25
|
Last
employm
ent
|
% of equity shares held as on 31.03.25
|
Whether
relative
of
director
|
1
|
Mr. Yagnesh Dave*
|
Head R & D
|
1800000
|
Contractual
|
M.Sc.
PhD
|
27
|
01.10.2024
|
53
|
Atul India Ltd
|
|
No
|
2
|
Mr. Ramnaresh Yadav
|
Production Manager
|
1044000
|
Permanent
|
M. Sc.
|
26
|
04-03-2024
|
51
|
Ipca
Laboratori es Limited
|
|
No
|
3
|
Mrs. Heena Shah
|
QC Manager
|
846664
|
Permanent
|
B.Pharm
|
17
|
01-01-2007
|
48
|
|
0.0007
|
No
|
4
|
Mr. Balasaheb Bapurao ladhav
|
Executive Commerce
|
751792
|
Permanent
|
B.Com
|
29
|
01-03-1995
|
55
|
|
|
No
|
5
|
Mr. Rupesh Tribhuwan*
|
Head Quality
|
700000
|
Permanent
|
M.Sc
|
24
|
01-09-2024
|
49
|
SPC
Lifescience
|
|
No
|
6
|
Mrs. Dipika Rajpal
|
Company Secretary & Compliance Officer
|
603400
|
Permanent
|
CS, LL.B.
|
5
|
05-03-2021
|
29
|
Anmac
Associates
|
0.0000338
|
No
|
7
|
Mrs. Sunita Borade
|
Executive Officer
|
560188
|
Permanent
|
B.Com
|
17
|
01-11-2007
|
55
|
Baroda
Citizen
Council
|
0.0000675
|
No
|
8
|
Mr. Ramesh Kambariya
|
Chief Financial Officer
|
530400
|
Permanent
|
M.Com, CA Inter
|
6
|
13-09-2023
|
33
|
Kalintis
Healthcare
Private
Limited
|
|
No
|
9
|
Mr. Sushil Tripathi
|
Assistant Manager Account
|
513496
|
Permanent
|
Graduate
|
23
|
10-01-2011
|
52
|
Environ Engineerin g Company
|
0.0000338
|
No
|
10
|
Mrs. Swati Amrendra Sinha
|
Executive Officer
|
497970
|
Permanent
|
B.Sc
|
15
|
15-06-2009
|
38
|
|
|
No
|
* Joined during the F.Y. 2024-25 but their salaries have been adjusted to reflect full year's remuneration to ensure consistency and give accurate representation.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal complaints committee is formed to look after complaints of employees. No complaints for sexual harassment were received during the year.
Particulars
|
Number of complaints of sexual harassment received in the year
|
Nil
|
Number of complaints disposed off during the year
|
NA
|
Number of cases pending for more than ninety days
|
NA
|
31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender inclusive workplace.
32. MAINTENANCE OF COST RECORDS:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014. the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is applicable to your Company and your Company has maintained costs records for the F.Y. 2024-25. However, cost audit was not applicable for the F.Y. 2024-25.
33. COPORATE GOVERNANCE AND FAIR BUSINESS PRACTICES:
The extant provisions of corporate governance prescribed under SEBI Listing Regulations were applicable to the Company for the F.Y. 2024-25 and the Company has followed the said provisions and the report on the Corporate Governance is given in Annexure I to this Report. Company's approach to business is based upon core set of values and ethics. The management of Company is dedicated to ethical, fair and just business practices. In line with this vision, the Board of Directors of the Company have in place the Business Ethics Policy, which is available at the website of company www.chemcrux.com.
34. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THE CURRENT STATUS:
During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable
37. HUMAN RESOURCES:
During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. The Company has in place Human Rights Policy Statement to express Company's commitment to do business with ethical values and embrace practices that supports human rights and labour laws on a continuous basis. The revised policy is available on the website of Company www.chemcrux.com.
38. CAUTIONARY STATEMENT:
Statements in these reports describing company's projection statements, expectations and hopes are forward looking statements. Though, these are based on reasonable assumption, the actual results may differ.
39. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the Company.
For and on behalf of the Board of Directors CHEMCRUX ENTERPRISES LIMITED
Sd/-
Place : Vadodara GIRISHKUMAR SHAH
Date : 6th August 2025 CHAIRMAN
(DIN:00469291)
|