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BOARD'S REPORT 2025-26
Dear Member(s),
Your Board of Directors is pleased to share with you the 37th Annual Report
("Report") of SUPREME PETROCHEM LTD ("the Company") along with its
Standalone and Consolidated Audited Financial Statements for the Financial Year (F.Y.)
ended March 31, 2026. The Standalone and Consolidated Financial Statements are prepared in
accordance with the applicable provisions of the Companies Act, 2013 (the
"Act"), Indian Accounting Standards (Ind AS) and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations").
1. FINANCIAL HIGHLIGHTS
|
|
|
(Rs. in lakhs) |
Particulars |
Year Ended 31.03.2026 |
Year Ended 31.03.2026 |
Year Ended 31.03.2025 |
|
STANDALONE |
CONSOLIDATED |
STANDALONE |
Total Revenue (net of GST) |
538168.59 |
544977.65 |
609653.82 |
Profit Before Tax (PBT) |
44287.10 |
44810.06 |
52542.74 |
Less - Tax Expenses |
11556.36 |
11820.24 |
13490.26 |
Profit After Tax (PAT) |
32730.74 |
32989.82 |
39052.48 |
Other Comprehensive Income/(Loss) (Net of Taxes) |
(33.79) |
(26.77) |
29.03 |
Total Comprehensive Income |
32696.95 |
32963.05 |
39081.51 |
Transfer to General Reserves |
25000.00 |
25000.00 |
20000.00 |
2. DIVIDEND
During the year under review, the Directors of the Company declared an interim dividend
of Rs.2.50 per share for F.Y 2025-26 involving an outflow of Rs.4701.03 Lakhs.
Directors have further recommended a final dividend of Rs.8/- per share for F.Y.
2025-26 involving an outflow of Rs.15043.31 Lakhs subject to approval of members at the
ensuing Annual General Meeting of the Company. Accordingly the payment ratio for dividend
is about 60.32% of the net profit for the year.
Pursuant to the provisions of Regulation 43A(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of
Directors of the Company formulated a Dividend Distribution Policy which is available on
the website of the Company at URL: https://surl.li/alsvis.
3. REVIEW OF OPERATIONS
Company's net revenue stood at Rs.538168.59 Lakhs for the F.Y. 2025-26 as compared to
Rs.609653.82 Lakhs in the previous fiscal. Company earned a net profit of Rs.32730.74
Lakhs during the reporting year as against Rs.39052.48 Lakhs in the previous fiscal.
Company's volume of manufactured products including exports saw a nominal increase of
2% during the year to 363201 MT. Domestic volume increased by 1.6% whereas exports
increased by 5.4% during the year. Volume growth was low during the year due to unseasonal
rains and milder summer resulting in weak demand for cooling appliances viz. air
conditioners and refrigerators. Volume growth was also impacted due to increased imports
during the year as compared to previous year and negligible exports in March 2026 due to
ongoing West Asia War. The sales volume increased by 2% but the sales revenue was lower
compared to previous year since the prices of Styrene Monomer, the main raw material,
dropped by about 17% on an annual average basis as compared to previous year.
4. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required in terms of Regulation 34(2)(e)
of the Listing Regulations is annexed separately forming integral part of the Board's
Report.
5. CORPORATE GOVERNANCE REPORT
Corporate Governance Report of the Company for the year under review is annexed to the
Annual Report separately forming its integral part. The certificates issued by M/s Parikh
& Associates, practicing Company Secretaries, pertaining to compliances of applicable
conditions of 'Corporate Governance' by Company and no debarment or disqualification of
any Director of the Company by SEBI / MCA or any other Statutory Authority, from being
appointed or continuing as Director of the Company, are annexed to the Corporate
Governance Report vide Annexure - A & B respectively.
6. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of Listing Regulations, Business Responsibility and
Sustainability Report (BRSR) alongwith BRSR Core Assurance Report of the Company for the
year under review regarding initiatives taken by Company in terms of environment, social
and governance perspectives and assurance of the BRSR specified parameters, are annexed
separately forming integral part of the Annual Report.
In line with the recent regulatory developments, the Company has complied with the
applicable requirements relating to BRSR core which comprises a set of key performance
indicators (KPIs) focusing on critical ESG attributes, such as greenhouse gas emissions,
energy consumption, water management, waste generation, employee well-being, gender
diversity and business ethics etc.
7. CORPORATE SOCIAL RESPONSIBILITY
Company has adopted CSR policy on the basis of which CSR activities are carried out and
implemented in the areas such as education, health & hygiene, support to paraplegic
centre and old age home, preventive health care, youth skill development, sports, rural
development, promotion of circular economy including recycling of postconsumer waste of
EPS and PS etc.
Company is committed to contribute to economic development while improving the quality
of life of the local community including those living around the plants of Company in
Maharashtra and Tamil Nadu.
A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, CSR
activities undertaken during the year, in the format prescribed under Companies (CSR
Policy) Rules, 2014, are set out in Annexure-4 of this report. Company's CSR Policy
is available on the Company's website at URL: https://surli.cc/sbvhtt
The Company, during F.Y. 2025-26, was required to spend an amount of Rs.1042.82 Lakhs
towards its CSR obligations. Out of the said amount, an amount of Rs.347.49 Lakhs relating
to ongoing projects lying unutilized shall be transferred to a separate designated bank
account for spending on the respective CSR projects of the Company during next 3 years.
With this said bank deposit, total CSR spending of the Company stands at Rs.1163.13 Lakhs
during F. Y 2025- 26 as against the obligatory amount for CSR Rs.1042.82 Lakhs. The excess
CSR spent amount of Rs.120.31 Lakhs shall be set off by Company during current fiscal
2026-27.
The amount required to be spent by Company for CSR activities during F.Y. 2026-27, as
per Section 135 of the Act, amounts to around Rs.923 Lakhs. Net of excess monies spent in
the previous year Company is obliged to spend Rs.800.21 Lakhs on CSR activities during the
year.
In compliance with the rule 8(3) of the Companies (CSR) Policy Rules, 2014, the Company
has carried out impact assessments for its two eligible CSR projects meeting the
thresholds viz (i) 11 Anganwadi buildings at District Raigad (ii) 10 Anganwadi Buildings
at Raigad District, through an independent external agency, viz CSRBOX. The assessment
covered evaluation of the effectiveness, sustainability and long-term impact of such
projects on the targeted beneficiaries.
The detailed impact assessment reports of both the said CSR projects are available at
the link URL: https://shorturl. at/T0m19 and https://shorturl.at/xYiM1.
The Company considers CSR as a part of its corporate philosophy and strives at its best
to ensure that the amounts are adequately spent to ensure CSR compliance in true spirit.
8. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) (i) Retirement by Rotation
Shri M.P. Taparia (DIN 00112461) Non-Executive Non-Independent Promoter Director and
Shri S.J. Taparia (DIN 00112513), Non-Executive Non-Independent Director of the Company
will retire by rotation at its ensuing Annual General Meeting (AGM) and being eligible,
have offered themselves for re-appointment in their existing capacity. The Board
recommends their re-appointment.
(ii) Cessation of Director during F.Y. 2025-26
During the reporting year, Shri B.L. Taparia (DIN 00112438) ceased to be the Director
of the Company due to his demise on January 30, 2026.
The Board of Directors expresses its profound grief and places on record its deep
appreciation for the outstanding contribution, visionary approach and invaluable guidance
provided by him during his association with the Company.
(iii) Key Managerial Personnel
Shri N. Gopal whose term as Manager of the Company ended on March 31, 2026 has been
re-appointed by the Board of Directors on the recommendation of Nomination and
Remuneration Committee for a further period of three years w.e.f. April 01, 2026 to March
31, 2029 subject to the approval of the Members in ensuing Annual General Meeting. The
Board recommends this re-appointment.
(B) EVALUATION OF BOARD AND ITS COMMITTEES
Company has a well-defined system/criterion for evaluation of performance of the Board
as a whole and its Committees, Independent Director(s), Non-Independent Director(s) and
Chairperson of the Company, as formulated by its Nomination & Remuneration Committee
(NRC).
Pursuant to the provisions of Section 178(2) of the Act and Regulation 17(10) of
Listing Regulations, the Board has carried out annual evaluation of the performance of
each Committees of the Board and they also carried out performance evaluation of all the
Independent Directors of the Company individually and found the performance of all the
lndependent Directors and Committees fairly well. They also noted that all the Independent
Directors of the Company are fulfilling the criteria of their independence as per the
provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and
remain independent of the Management. The Directors of the
Company do not bear any debarment/ disqualification with respect to their continuance
in the Directorship of the Company or their re-appointment considering the disclosures
submitted by them to the Company. The Director(s) being evaluated did not participate in
the evaluation process and recused themselves from the proceedings of the meeting during
such period.
In terms of the aforesaid provisions of the Act and Regulation 25(4) of Listing
Regulations, the Independent Directors carried out the annual evaluation of
Non-Independent Directors, Whole Time Director and the Board of Directors as a whole. They
were unanimous in their view that the performance of all the Non-Independent Directors and
Whole Time Director were upto the mark and they also noted with appreciation that the
Board of the Company is diversified and inclusive and performed excellently.
The Independent Directors also carried out the evaluation of performance of the
Chairperson and noted that his vision was commendable and his business strategy was
tremendously beneficial to the Company. They were highly appreciative of his proficient
leadership and direction as well as the ability to take along all the stakeholders. They
also appreciated him for his remarkable competence in dealing with the volatile business
environment led by ongoing geo-political turbulence and West Asia conflicts including
formulation of key policies/strategies for ensuring constant growth of the Company
including managing its overall affairs/operations adroitly while maintaining the values,
ethos, principles and standards of Corporate Governance in the Company.
The Board expressed its full satisfaction with the evaluation results reflecting the
high level of engagement of the Board and its Committees in managing the overall affairs
of the Company and its Management efficiently. The Independent Directors also acknowledged
and appreciated the adequate and timely flow of the information to the Board and various
committees and overall conduct of the meetings.
The Criteria for evaluation of Independent Directors is disclosed in the Corporate
Governance Report annexed to the Annual Report separately forming its integral part.
C) REMUNERATION POLICY
The criteria/policies of the Company regarding selection of Directors and Remuneration
of Directors/Key Managerial Personnel (KMPs) /Senior Management Personnel (SMPs) and other
employees of the Company including the factors for determining qualifications and positive
attributes, are annexed to the Board Report vide Annexure 1.
D) FAMILIARISATION PROGRAMME OF THE INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of Listing Regulations, the details of
the Familiarization Programmes conducted for Independent Directors during the reporting
year is placed on the website of the Company at URL : https://shorturl.at/hu5lB
E) SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report
has been prepared on a Standalone basis. Pursuant to the requirement of Section 136 of the
Act, which has exempted companies from attaching the financial statements of the
subsidiary company along with the Annual Report of the Company, Company will make
available the Annual Financial Statements of subsidiary company and the related detailed
information to any Member of the Company on receipt of a written request from them at its
Registered Office.
The Annual Financial Statement of subsidiary company, Xmold Polymers Pvt. Ltd. will
also be kept open for inspection at the Registered Office of the Company on any working
day during business hours. These are also available on the website of your Company at www.supremepetrochem.com.
The Consolidated Financial Statements of the Company along with its subsidiary, are
separately annexed forming integral part of the Annual Report.
F) DECLARATION FROM INDEPDENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of independence as provided
under Section 149(6) of the Act, along with Rules framed thereunder and Regulation
16(1)(b) of Listing Regulations and their names are duly recorded in the Independent
Directors' data bank. There has been no change in the circumstances affecting their status
as Independent Directors of the Company.
In terms of Regulation 25(8) of Listing Regulations, Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties
in an independent manner.
In the opinion of the Board, the Independent Directors of Company possess appropriate
balance of skills, experience and knowledge required for conducting its affairs
proficiently and are independent of the management.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company and audits conducted by the Internal Auditor/
Statutory Auditor/Cost Auditor and Secretarial Auditor including audit of internal
controls mechanism over financial reporting by the Statutory Auditor and the reviews
conducted by the Management and the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate, effective and duly operating during
F.Y. 2025-26.
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability, confirm having:
a. Followed the applicable accounting standards in the preparation of the standalone
and consolidated annual accounts/financial statements of the Company for the F.Y ended
March 31, 2026, and there are no material departures from the applicable accounting
standards.
b. 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 for the F.Y. ended March 31, 2026 and of the profit and
loss of the Company for that period;
c. 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. prepared the annual accounts on a going concern basis.
e. Laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively during the year
under review.
f. devised proper systems to ensure compliance with the provisions of all laws
applicable to the Company and such system are adequate and operating effectively.
10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures w.r.t. remuneration of Directors, Senior Management Employees, Key
Managerial Personnel and other details as required under Section 197(12) of the Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and also having regard to the second proviso to Section 136(1) of
the Act and as advised, the Annual Report excluding the aforesaid information(s) is being
sent to the members of the Company. Statement showing the names and other requisite
particulars of such employees drawing remuneration in excess of the threshold limits set
out in the aforesaid rules and other details are available for inspection at the
Registered Office of the Company during working hours for a period of 21 days before the
date of AGM and any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.
The Annual Report of the Company is also available on its website at https:/
/www.supremepetrochem.com.
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 for the F.Y. 2025-26 are stated as following:
(i) The ratio of the remuneration of Whole Time Director to the median remuneration of
the employees of the Company :
Name of the Executive Director/Whole Time Director |
Remuneration Ratio |
Shri K.V. Mujumdar |
21.7:1 |
(ii) The percentage increase in remuneration of Manager, CFO, Whole Time Director and
Company Secretary:
Designation |
% Increase in the remuneration 2025-26 |
Manager |
6.7% |
Chief Financial Officer (CFO) |
6.8% |
Whole Time Director |
7.6% |
Company Secretary |
11.3% |
(iii) The percentage increase in the median remuneration of employees |
14.44% |
(iv) The number of permanent employees in the roll of the Company as
on March 31, 2026 |
444 |
(v) The Key parameters for the variable component of remuneration payable to the Whole
Time Director is dependent on performance of Company.
(vi) The average percentage increase in the salaries of employees other than the
Managerial Personnel was 12.12% as compared to the average increase of 6.94% in the
Managerial Personnel Remuneration.
(vii) The Company affirms that the said remuneration is as per the Remuneration Policy
of the Company.
11. HEALTH, SAFETY & ENVIRONMENT (HSE)
Company places foremost importance on the health and safety of its workforce and is
part of its core values. All requirements under applicable laws and regulations are fully
complied with by the Company. Considering the significance of Health, Safety and
Environment to any petrochemical operations, the Company has established a robust HSE
system at both of its plants situated at Amdoshi, Maharashtra and Manali, Chennai - Tamil
Nadu.
Both the Environmental Management System and Occupational Health and Safety Management
System continued to be maintained by the Company as per the ISO 14001:2015 Standard and
ISO 45001:2018 Standard respectively. Additionally, Company has approval under ISO
9001:2015 Standard for Quality Management System.
Company continues to implement the HSE Management Systems under the Guiding Principles
of the declared Integrated Management System (IMS) policy (Occupational Health and Safety
Policy' and 'Environmental Policy).
HSE Performance Index for the period under review stood to be in "Excellent"
Range.
SPL Amdoshi Plant has completed 9295 accident-free days as on March 31st, 2026 (24.60
million man-hours) of accident-free operations.
SPL Manali Plant has completed 6869 accident-free days as on March 31st, 2026, (4.4
million man-hours) of accident-free operations.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, CAPITAL INVESTMENT ON ENERGY
CONSERVATION EQUIPMENTS, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information(s) required pursuant to the provisions of Section 134(3)(m) of the Act,
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are stated as hereunder:
A) CONSERVATION OF ENERGY
The Energy Conservation schemes undertaken during the financial Year 2025-26 by the
company resulted in savings of energy to the extent of 1,54,284 KWH. This is in addition
to the energy conservation achieved through various schemes implemented during previous
years.
The energy conservation schemes mainly comprised of the following initiatives: -
(i) Replacement of underperforming equipment with new efficient equipment.
(ii) Replacement of conventional motors in plant with energy efficient motors.
(iii) Replacement of conventional lighting fixtures across the plant with energy
efficient LED lighting systems.
B. TECHNOLOGY ABSORPTION
(a) All the previously supplied technologies have been fully absorbed by Company.
(b) Import of new technology:
Details of technology imported |
Technology for manufacturing of mABS from Versalis S.p.A., Italy |
Year of Import |
2022 |
Whether the technology has been fully absorbed |
Technology w.r.t. first line of ABS project having production capacity
of 70000 MTA has been fully absorbed. |
If not fully absorbed, areas where absorption has not taken place, and
the reason thereof |
N.A. |
(c) The expenditure incurred on research and development: NIL
C. CAPITAL INVESTMENT
The capital investment on energy schemes items/ equipment during F.Y 2025-26 amounted
to Rs.65.10 Lakhs.
13. FOREIGN EXCHANGE EARNINGS & OUTGO (ON ACTUAL BASIS)
|
(Rs. in Lakhs) |
Foreign exchange earnings and outgo (Actuals) |
F.Y. 2025-26 |
a. Inflow in Foreign Currency |
45,774.45 |
b. Outflow in Foreign Currency |
3,95,893.85 |
14. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Act, the dividends lying
unclaimed/unpaid with the Company consecutively for a period of seven years or more, are
required to be transferred by the Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government. Company transferred an aggregate amount of
Rs.60.13 Lakhs during the reporting year to the IEPF Account. The aggregate amount
transferred to the fund since January 2002 stands at Rs.805.88 Lakhs.
Further Section 124(6) of the Act requires that all shares, in respect of which
unpaid/unclaimed dividends have been transferred to IEPF, shall also be transferred to
IEPF. In view of such provisions, Company transferred 154481 equity shares belonging to
534 shareholders during the year to the IEPF Account.
The unclaimed dividends on equity shares paid in the year 2019 will be due for transfer
to IEPF in the year 2026. Investors who have not yet claimed these dividends are requested
to contact the Company or the RTA of the Company for any support required in this regard.
The full details of unclaimed dividends in the year 2019 will be uploaded on the website
of the Company at URL: https://shorturl.at/tygMc. Members are requested to complete
requisite formalities for claiming their unpaid dividend(s) with Company, if any, to avoid
transfer of such shares to IEPF.
15. AUDITORS
Statutory Auditor
Pursuant to the provisions of the Act and the Rules made thereunder, M/s Kalyaniwalla
& Mistry LLP (Firm Registration No. 104607W/W100166) were appointed as Statutory
Auditors of your Company in the Annual General Meeting (AGM) held on July 04, 2023, for a
tenure of 5 years commencing from conclusion of the 34th AGM of the Company until the
conclusion of the 39th AGM of the Company to be held in the year 2028. During the year,
the Statutory Auditors have confirmed that they satisfy the independence criteria required
under the Act.
Auditors' Report
During the reporting year, the audit report issued by the Statutory Auditors is
self-explanatory and is devoid of any qualification, reservation, adverse remark or
disclaimer and no fraud was noticed by the Auditors of the Company during F.Y. 2025-26
which is reportable to Central Government under Section 143(12) of the Act.
Cost Records and Cost Auditor
Company prepares and maintains its cost records as required under Section 148(1) of the
Act. For audit of cost records pursuant to Section 148 of the Companies Act 2013, the
Board of Directors, based on the recommendation of the Audit Committee and upon receipt of
their consent to act as Cost Auditors and their confirmation regarding the appointment
being in accordance with Section 148 of the Act has appointed M/s Kishore Bhatia &
Associates, a firm of practicing Cost and Management Accountants (Registration No.00294),
as the Cost Auditor of the Company to conduct audit of its cost records in terms of
Companies (Cost Records and Audit) Rules, 2014 for the financial year ending March 31,
2027.
The Board, on recommendation of the Audit Committee, has approved the remuneration
payable to the Cost Auditors, subject to ratification of their remuneration by the Members
at the ensuing AGM. The respective resolution is being placed before the Members in the
ensuing AGM to seek their approval regarding the same.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and latest amended
provisions of Regulation 24A of Listing Regulations, the Board of Directors appointed M/s
Parikh & Associates, a firm of Practicing Company Secretaries (Registration No.
P1988MH009800), as Secretarial Auditor of the Company to conduct its Secretarial Audit for
a tenure of 5 years commencing from F.Y. 2025-26 until F.Y. 2029- 30. The Secretarial
Audit Report issued by the Secretarial Auditor of the Company in Form MR-3 for the F.Y.
2025-26 is annexed to this report vide Annexure - 2 forming integral part thereof. The
said Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
16. RELATED PARTY TRANSACTIONS (RPTs)
Transaction(s) with related parties (RPTs) during the year under review were in
consonance with the provisions of Regulation 23(1) of Listing Regulations and Section 188
of the Act. These transactions were in the ordinary course of business and on an arm's
length basis. During the reporting year, Company did not enter into any material contract
or arrangement with the related parties in terms of Listing Regulations and Company's
Policy on materiality of Related Party Transactions.
The requisite information w.r.t. materiaI RPTs and the RPTs which are not at arm's
length basis during F.Y. 2025-26 is annexed to the Board Report in Form AOC-2 vide
Annexure 3, having NIL report since no such transaction took place in the Company during
the reporting period.
Pursuant to the requirements of the Act and the Listing Regulations, the Company has
formulated a policy on RPTs and is available on Company's website at URL: https://surl.li/bgepuv
17. RISK MANAGEMENT
In terms of Regulation 21 of Listing Regulations, the Company has constituted a Risk
Management Committee to consider the probable risk(s), related to the affairs/ operations
of the Company and to frame, implement and monitor the risk management plans associated
therewith and review the same to ensure its effectiveness. Risk Management Committee met
two times during the reporting year to review the risks associated with the operations of
the Company.
Each risk factor is monitored periodically by the Management and any risk-associated
event arising from these factors which are likely to impact the operations
of the Company significantly are reported to the Risk Management Committee and the
Board. The risk management framework is aimed at efficiently mitigating the Company's
various business and operational risk through strategic actions/ plannings.
During the year under review, Management has not come across any elements of risk which
can threaten the existence of the Company or disrupt/impact its business operations
significantly. The details of Risk Management Committee are mentioned in the Corporate
Governance Report annexed separately to the Annual Report forming its integral part.
18. COMMITTEES OF THE BOARD
All the Committees of the Board are duly constituted in terms of the applicable
provisions of the 'Act' and Listing Regulations and focus on the specific areas/functions
entrusted to them vide Schedule II of Listing Regulations and other Provisions as
applicable to the Company. They make informed decisions in line with the delegated
authority. The following Committees have been constituted by the Board, which function
according to their respective roles and defined scopes, as determined by the Board in sync
with the legal framework mandated thereto.
Audit Committee
Stakeholders' Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Risk Management Committee
Finance Committee
Project Committee
Governance Oversight Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Corporate Governance Report annexed separately to the Annual
Report forming its integral part. Further, during the reporting year, recommendations (if
any) made by the aforesaid committees have been accepted by the Board.
19. MEETING OF THE BOARD
The number of meetings of the Board and its various committees including their
composition are set out in the Corporate Governance Report which forms integral part of
this report. The intervening gaps between the meetings were within the period as
stipulated under the respective provisions of the Act and Listing Regulations.
20. INTERNAL FINANCIAL CONTROL
Company has adequate internal financial control system in place commensurating to its
size, scale, complexity and
the nature of business with an objective to ensure that its financial and operational
information are duly recorded, authorised and duly reported. These controls have been
designed to provide a reasonable assurance with regard to maintaining of proper accounting
controls, monitoring of operations, protecting assets from unauthorized use or losses,
compliance with regulations and for ensuring reliability of financial reporting. The
Company has continued its efforts to align all its processes and controls with good
corporate practices.
The Company's auditors conduct regular checks on the adequacy of the internal financial
controls and has not come out with any material or serious observations(s) for
inefficiency or inadequacy of such controls. The Internal audit system is reviewed
periodically to ensure its adequacy and compliances in conformity with the policies of the
Company and its operating system.
The Internal Audit Reports of the Company are submitted periodically to the Audit
Committee. The Audit Committee Members review these reports. The Audit Committee of the
Board of Directors, comprising of at least 2/3rd of its members as Independent Directors,
regularly reviews the audit plans, significant audit findings, adequacy of internal
controls, compliance with accounting standards as well as reasons for changes in
accounting policies and practices, if any and discuss with the Executive Management,
wherever required and requisite corrective actions are taken up by its process owner(s) in
their respective functional areas, thereby strengthening the overall financial controls.
21. SECRETARIAL STANDARDS
The Company, during the reporting year, has complied with the applicable provisions of
mandatory Secretarial Standards, SS-1 and SS-2 issued by the Institute of Company
Secretaries of India.
22. CREDIT RATING
CRISIL has assigned to the Company following ratings related to its banking facilities:
Long Term Rating |
CRISIL AA-/Stable Outlook revised from 'Positive' (Reaffirmed) |
Short Term Rating |
CRISIL A1+ (Reaffirmed) |
India Ratings and Research (Ind-Ra) has assigned following instrument-wise rating
actions:
Type of Facility |
Rating assigned along with outlook/watch |
Rating Action |
Long-Term Issuer Ratings |
IND AA-/Stable |
Outlook revised to Stable; (Affirmed) |
Banking Facilities |
IND AA- /Stable/ IND A1 + |
Outlook revised to stable; (Affirmed) |
23. SHARE CAPITAL
The Company's existing paid-up share capital is Rs.37,60,82,684/- (Rupees Thirty-Seven
Crores Sixty Lakhs Eighty Two Thousand Six Hundred and Eighty Four) divided into
18,80,41,342 (Eighteen Crores Eighty Lakhs Forty One Thousand Three Hundred Forty Two)
fully paid- up equity shares having nominal value of Rs.2/- (two) per share.
24. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES OF COMPANY
The Company does not have any joint venture or associate entity with operational
controls as at the end of March 31, 2026 in terms of the rules/regulations applicable to
the Company. During the reporting year, the Company has acquired 80% equity stake of Xmold
Polymers Pvt. Ltd., Tamil Nadu. Consequently this entity has become subsidiary of the
Company.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
In terms of Section 186 of the Act, the detail of loans, guarantees or investments made
by the Company during F.Y 2025-26 are given below:
A. Loans & Guarantees - NIL
B. Investment - The Company has acquired Xmold Polymers Pvt. Ltd., Tamil Nadu by way of
acquiring 80% equity shares from its promoters/shareholders for a total
consideration/investment of Rs.3141.60 Lakhs.
26. VIGIL MECHANISM
Pursuant to Section 177(9) of the Act and Regulation 22(1) of Listing Regulations,
Company has formulated a Whistle Blower/Vigil Mechanism Policy and has also established
effective mechanism thereto for the Stakeholders including its Employees & Directors
and provides them a channel to report their genuine concern, if any, to the Management of
the Company regarding any unethical behaviour, actual or suspected fraud, mismanagement or
violation of code of conduct or policy of the Company. The mechanism provides for adequate
protection against victimization of the whistle blower and provides for direct access to
the Chairperson of the Audit Committee in exceptional cases.
The policy of vigil mechanism is available on the Company's website at URL:
https://surl.li/tlqfyo
27. CODE OF CONDUCT FOR:-
(A) PROHIBITION OF INSIDER TRADING
Company has in place a Code of Conduct for prohibition of Insider Trading, which
stipulates the process of trading in the securities of the Company by the persons having
direct or indirect access to its Unpublished Price Sensitive Information(s) (UPSIs)
including the designated persons. The said code aims to regulate, monitor and report the
trading in the securities of the Company by the insiders as per extant regulations
applicable to the Company. The said Code of Conduct is available at the website of the
Company at URL: https://surl.lu/mwdxll
With a view to protecting the confidentiality of UPSIs of the Company in terms of SEBI
(PIT) Regulations, 2015, Company has put in place requisite Structured Digital Database
(SDD) system for enabling communication of UPSI by the Designated Persons (DPs) and
Fiduciaries of the Company in due manner, who handle UPSIs of the Company.
(B) DIRECTORS & SMPs
The Company has suitably laid down the Code of Conduct for all Board members and Senior
Management Personnel (SMPs) of the Company who have affirmed their compliances regarding
same through declarations submitted with the Company.
28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE
WORKPLACE AND MATERNITY BENEFITS
(a) The Company has zero tolerance for sexual harassment at workplace and it offers
equal opportunity and at the same time remains committed for creating a healthy working
environment that enables the employees to work without fear of prejudice, gender bias and
sexual harassment and has formulated a Policy thereto in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH) and Rules framed thereunder.
Company has formed an Internal Committee (IC) comprised of internal and external
members to hear, inquire, investigate and suitably address the matter of complaints of
sexual harassment, if any, and to recommend punitive /corrective action to the Management.
Easy access has been provided to the IC for woman employees of the Company. During F.Y.
2025-26, the Company has not received any complaint on sexual harassment in terms of the
POSH Provisions as applicable. No complaints were pending at the end of F.Y. 2025-26.
The Company has been conducting induction/refresher programme for the employees of the
Company on periodical basis to create awareness in this area. The Company is registered on
the "SheBox" portal also, being an initiative of the Government, for expeditious
resolution of the grievances of the aggrieved person(s), if any.
(b) Maternity benefits
In compliance with the notification dated May 30, 2025 issued by Ministry of Corporate
Affairs, the Company has formulated requisite policy in this regard. The Company received
application from an employee for availing maternity benefit during the reporting period,
which was duly granted by the Company in line with its policies.
29. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company for F. Y 2025-26 is uploaded on the website of the Company and the same is
available at URL: https://shorturl.at/Lw6zo
30. ACCREDITATIONS
The company has following accreditations:
1. ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management
System) and ISO 45001:2018 (Occupational Health and Safety Management System) certified
from Bureau Veritas and valid up to 09.04.2027.
2. Authorized Economic Operator Certificate (AEO) under T3 category by Central Board of
Indirect Taxes & Customs, for its import and exports, valid upto 05.03.2030.
3. Recognized as Three Star Export House by Ministry of Commerce and Industry (DGFT),
valid till 31.03.2028.
31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF COMPANY POST
CLOSURE OF FINANCIAL YEAR
There are no material changes and commitments affecting the financial position of the
Company subsequent to the close of the F.Y. 2025-26 till the date of this Report.
GENERAL DISCLOSURES
(A) No disclosure or reporting is required by Company with respect to following
activities since no transaction took place in this respect during the reporting year.
i. Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii. Issue of shares (including sweat equity shares) to employees of the Company under
any Scheme.
iii. Details relating to public deposits covered under Chapter V of the Act.
(B) No significant or material orders were passed by the Regulators or Courts or
Tribunals against the Company or its Directors which may impact its going concern status
or its future operations in any manner.
(C) There has been no change in the nature of business of the Company.
(D) No term loan was availed/ utilised by Company as on March 31, 2026.
(E) No proceedings are made or pending under the Insolvency and Bankruptcy code related
to the Company.
(F) Other Disclosures: The details of Directorship, meetings held and committee
membership of the Directors of the Company are stated in the Corporate Governance Report
annexed separately to the Annual Report forming its integral part.
32. ACKNOWLEDGEMENT
The Directors wish to convey their deep appreciation to all the employees of the
Company for their hard work, dedication, commitment and contributions made towards
smoothly conducting its overall affairs.
The enthusiasm and unwavering efforts of the employees of company have enabled the
Company to maintain its leadership position in PS/EPS segment. The Directors would also
like to thank all the stakeholders of the Company including its Members, Customers,
Suppliers, Bankers, Government Agencies including Stock Exchanges and all other Business
Associates for their consistent support and cooperation to the Company and reposing their
full trust in its management.
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For and on behalf of the Board |
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Sd/- |
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M.P. Taparia |
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Chairperson |
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(DIN 00112461) |
Place: Mumbai |
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Date: April 24, 2026 |
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