<dhhead>Boards Report 2024-25 </dhhead>
To,
The Members,
Anupam Rasayan India Limited
Your Directors have pleasure in presenting the 22nd (Twenty-Second)
Annual Report (the "Annual Report") on the business and operations of the
Company comprising the Management Discussion and Analysis Report,
Boards Report read with its Annexures, Corporate Governance Report
read with its Annexures, Business Responsibility and Sustainability Report and
Audited Standalone and Consolidated Financial Statements for the financial
year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
Table 1
Amount ( in Million)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
| |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
8,958.99 |
11,287.00 |
14,369.74 |
14,750.69 |
Other Income |
133.50 |
259.08 |
114.77 |
302.47 |
Total Income |
9,092.49 |
11,546.08 |
14,484.51 |
15,053.16 |
Profit before Depreciation and Tax |
1,717.22 |
2,455.21 |
3,001.27 |
3,214.71 |
Less: Depreciation |
907.68 |
718.73 |
1,022.76 |
797.02 |
Profit before tax |
809.54 |
1,736.48 |
1,978.51 |
2,417.69 |
Less: Provision for Income Tax |
141.67 |
164.16 |
438.09 |
339.76 |
Less/(Add): Deferred tax Liability/(Assets) |
(58.87) |
399.39 |
(59.30) |
403.59 |
Add/(Less): Share of net profit of associates |
- |
- |
- |
- |
Profit after tax |
726.74 |
1,172.93 |
1,599.72 |
1,674.34 |
Add: Balance B/F from the previous year |
7,235.10 |
6,285.99 |
7,430.30 |
6,415.50 |
Add: Other comprehensive Income for the
period (net of tax) |
8.61 |
(8.82) |
11.94 |
(6.83) |
Less: Transfer to Non-Controlling Interest |
- |
- |
668.93 |
389.60 |
Less: Impact of loss written off |
- |
- |
- |
- |
Less: Equity Share Dividend paid |
82.38 |
215.00 |
134.19 |
263.11 |
Balance Profit /(Loss) C/F to the next year |
7,888.07 |
7,235.10 |
8,238.84 |
7,430.30 |
(Figures have been rounded off)
Note: The figures of the previous period have been re-grouped/
rearranged and/or re-casted wherever considered necessary.
2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
2.1 Business information
Your Company is one of the leading companies engaged in the custom
synthesis (CSM) and manufacturing of specialty chemicals in India. The Company has two
verticals: Life science-related Specialty Chemicals comprising products related to
Agrochemicals, Personal Care and Pharmaceuticals, Other Specialty Chemicals comprising
Specialty Pigment and Dyes and Polymer Additives. The Company caters to a diverse base of
Indian and global customers. It is manufacturing products for over 75 domestic and
international customers, including 31 multinational companies. The Company has made a
significant progress in pharmaceuticals sector during the year under review and
commercialised more than 10 new molecules. Moreover, more than 30 pharma molecules are in
R&D and pilot stages. The Company has also made a significant progress in polymer and
electronic chemicals sector with 2 high-value polymer chemicals commercialised and more
than 35 molecules are in R&D and pilot stages.
The Company operates via its six manufacturing facilities in Gujarat,
India, with four facilities located at Sachin, Surat, and two located at Jhagadia,
Bharuch, with an aggregate installed capacity of about 30,000 MT, as of March 31, 2025.
The Company offers multistep synthesis and undertakes complex chemical reactions
technologies, for a diverse base of Indian and global customers. In view of the underlying
long-term contracts and LOIs with domestic and global customers, spanning a period of up
to 10 years, your Companys growth prospects are strong. Your Company has a DSIR
recognised R&D Centre with a strong team of R&D professionals. The
Company is focussed on developing in-house innovative processes for
manufacturing products requiring complex chemistries and achieving cost optimization.
There is no change in the nature of business during the year under review.
2.2 Financial information
During the financial year under review
- On a standalone basis, the Company has achieved operating revenue of
8,958.99 million as compared to 11,287.00 million in the previous year. The Company has
earned a net profit (PAT) of 726.74 million as compared to 1,172.93 million in the
previous year. The decline in the revenue is on account of stalling global demand, supply
chain disruptions due to geo-political reasons, rising input costs and increased
competition particularly from China in the chemical sector. However, the management has
witnessed recovery in Q4 of the said financial year and is growth in the coming years.
- On a consolidated basis, the Company has achieved operating revenue
of 14,369.74 million as compared to 14,750.69 million in the previous year. The Company
has earned a net profit (PAT) of 1,599.72 million as compared to 1,674.34 million in the
previous year.
(Figures have been rounded off)
Table 2: Revenue Distribution by Geographical Segments*
Location |
FY 24 |
FY 25 |
Europe |
4% |
11% |
Japan |
14% |
11% |
Singapore |
8% |
3% |
China |
3% |
5% |
North America |
0% |
3% |
India+SEZ |
51% |
62% |
Rest of world |
20% |
5% |
*(all percentages in above charts have been rounded off to zero decimal
and on standalone basis)
3. TRANSFER TO RESERVES
The Company has not transferred any amount to General
Reserve during the financial year 2024-25.
4. CREDIT RATING(S)
The credit rating(s) for the long term/short term borrowings of the
Company as on the end of financial year is as under:
Instrument |
Credit Rating |
Credit Rating |
| |
Agency CRISIL |
Agency India Ratings & Research |
Long Term |
CRISIL A+/Stable |
IND AA-/Stable |
Rating |
(Upgraded from |
|
| |
CRISIL A/Positive) |
|
Short Term |
CRISIL A1 |
IND A1+ |
Rating |
(Reaffirmed) |
|
Further, there is no change in above credit ratings as on the date of
this report.
5. DIVIDEND
For the financial year 2024-25, no dividend has been recommended by the
Board for the approval of Members at the ensuing 22nd Annual General Meeting.
Further, the Company had declared and paid a final of sustainable
dividend of 82.38 millions ( 0.75/- per equity share on total 10,98,34,688 Equity shares)
for the financial year 2023-24, representing a dividend of 7.5% per Equity Share of face
value of 10/- each, fully paid- up of the Company.
This was recommended by Board at its Meeting held on May 18, 2024 and
subsequently declared by Members in 21st Annual General Meeting held on September 30,
2024.
Furthermore, after the closure of the financial year 2024-25, the Board
in its Meeting held on July 15, 2025 declared an interim dividend of 0.75/- per equity
share i.e., 7.5% of the face value of 10/- each, out of the retained earnings available
for the financial year 2024-25. The dividend payout ratio for the same is 11.33%.
Under the Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the
Company has formulated a Dividend Distribution Policy which aims to maintain a balance
between profit retention and a fair, sustainable and consistent distribution of
profitsamong its Members.
The policy sets out the parameters and circumstances that will be taken
into account by the Board in determining the distribution of dividend to its Members. The
policy is available on the website of the Company and can be accessed at
anupamrasayan.com/investors/policies-practices/dividend-distribution-policy.
The details of unpaid and unclaimed amounts pertaining to previous
financial years have been uploaded on
Companys website www.anupamrasayan.com. Pursuant to the
provisions of Section 124 of the Companies Act, 2013 (the "Act"), those dividend
amounts that have remained unpaid or unclaimed for a period of seven consecutive years are
required to be transferred to the Investor
Education and Protection Fund ("IEPF") established pursuant
to the Section 125 of the Act. As on March 31, 2025, no such unpaid or unclaimed dividend
amount is required to be transferred to IEPF. The contact details of the Nodal Officer,
Mr. Amit Khurana, Chief Financial Officer of the Company, as required under the provisions
of IEPF Rules, are available on the Companys website www. anupamrasayan.com.
The details of unpaid and unclaimed amounts pertaining to previous
financial years have been uploaded on
Companys website www.anupamrasayan.com. Pursuant to the
provisions of Section 124 of the Companies Act, 2013 (the "Act"), those dividend
amounts that have remained unpaid or unclaimed for a period of seven consecutive years are
required to be transferred to the Investor Education and Protection Fund
("IEPF") established pursuant to the Section 125 of the Act. As on March 31,
2025, no such unpaid or unclaimed dividend amount is required to be transferred to IEPF.
The contact details of the Nodal Officer, Mr. Amit Khurana, Chief Financial Officer of the
Company, as required under the provisions of IEPF Rules, are available on the
Companys website at www.anupamrasayan.com.
6. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP) 6.1 Board & KMP
Board Composition:
- Dr. Kiran Chhotubhai Patel, Chairperson and Non-
Executive Director
- Mrs. Mona Anandbhai Desai, Vice-chairperson and Whole-time Director
- Mr. Anand Sureshbhai Desai, Managing Director
- Dr. Anuj Hemantbhai Thakar, Whole-time Director
- Mr. Hetul Krishnakant Mehta, Independent Director (till November 08,
2024)
- Mr. Vijay Kumar Batra, Independent Director (till November 08, 2024)
- Mr. Vinesh Prabhakar Sadekar, Independent Director (till November 08,
2024) and
- Dr. Namrata Dharmendra Jariwala, Independent Director (till December
03, 2024)
- Mr. Ketan Paragji Desai, Independent Director (w.e.f. November 09,
2024);
- Gen. Bikram Singh (Retd.), Independent Director (w.e.f. November 09,
2024)*;
- Dr. Madhuri Ajit Sawant, Independent Director (w.e.f. November 09,
2024);
- Mr. Anand Rajeshwarrao Chatorikar, Independent Director (w.e.f.
December 03, 2024)
*After the closure of financial year 2024-25, Gen. Bikram Singh (Retd.)
(DIN: 07259060) hasresignedfromtheoffice of Non-Executive Independent Director of the
Company of Friday, June 27, with
2025, due to personal reasons.
Whole-time Key Managerial Personnel
- Mr. Gopal Puranmal Agrawal, Chief Executive Officer
- Mr. Amit Ajitbhai Khurana, Chief Financial Officer
- Mr. Vishal Laxmikant Thakkar, Deputy Chief Financial Officer
- Mr. Ashish Omprakash Gupta, Company Secretary and Compliance Officer
- Dr. Nileshkumar Madhusudan Naik, Technical Head -
Operations
- Mr. Ravi Ashwinbhai Desai, Sales Head
- Mr. Vikash Chander, Senior Business Manager
6.2 Directors retire by rotation
In accordance with the provisions of Section 152 of the Act, and the
Articles of Association of the Company, Dr. Kiran Chhotubhai Patel (DIN:08051053),
Chairperson and Non-Executive Director of the Company, is liable to retire by rotation at
the 22nd Annual General Meeting and, being eligible, offers himself for re-appointment.
The Board recommends his re-appointment at the 22nd Annual General Meeting of the Company.
Brief resume and other details of Dr. Kiran Chhotubhai Patel,
Chairperson and Non-Executive Director, as stipulated under Regulation 36(3) of SEBI
Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company
Secretaries of India, are given in the Notice of 22nd Annual General Meeting forming part
of the Annual Report.
6.3 Changes in Directors and Key Managerial Personnel (KMP)
The second and final term of Mr. Hetul Krishnakant Mehta, Mr. Vijay
Kumar Batra and Mr. Vinesh Prabhakar Sadekar as Independent Directors of the Company,
concluded on November 08, 2024, while the term of Dr. Namrata Dharmendra Jariwala as
Independent Director of the Company, was concluded on December 03, 2024. In light of these
changes, they ceased to be Non-Executive Independent Directors of the Company.
The Board at its Meeting held on November 08, 2024, had approved the
appointment of Mr. Ketan Paragji Desai, Gen. Bikram Singh (Retd.) and Dr. Madhuri Ajit
Sawant as additional directors categorized as Independent Directors of the Company, who
shall hold the office for the term of 3 (three) consecutive years commencing from November
09, 2024 and concluding on November 08, 2027.
Subsequently, the Board at its Meeting held on December 03, 2024, had
approved the appointment of Mr. Anand Rajeshwarrao Chatorikar as an additional director
categorized as an Independent Director of the Company, who shall hold the office for the
term of 3 (three) consecutive years commencing from December 03, 2024 and concluding on
December 02, 2027.
Accordingly, the appointment of Mr. Ketan Paragji Desai, Gen. Bikram
Singh (Retd.), Dr. Madhuri Ajit Sawant and Mr. Anand Rajeshwarrao Chatorikar as
Non-Executive Independent Directors were duly approved by the Members of the Company by
passing special resolution on January 23, 2025, through remote electronic voting by way of
Postal Ballot, the results of which were declared on January 25, 2025.
Except as mentioned above, there were no other changes in the Directors
or Key Managerial Personnel (KMP) during the financial
Further, the term of 5 years of Mr. Anand Sureshbhai Desai, Managing
Director and Mrs. Mona Anandbhai Desai, Whole-time Director of the Company, would conclude
on March 31, 2026. Accordingly, on the recommendation of the Nomination and Remuneration
Committee, your Board has recommended the re-appointment of Mr. Anand Sureshbhai Desai, as
a Managing Director and Mrs. Mona Anandbhai Desai as a Whole-time Director of the Company,
for a period of 5 (five) years commencing from April 01, 2026 to March 31, 2031, at the
ensuing 22nd Annual General Meeting. The necessary resolutions for re-appointment of Mr.
Anand Sureshbhai Desai and Mrs. Mona Anandbhai Desai forms part of the Notice convening
the 22nd Annual General Meeting.
6.4 Declaration by the Independent Directors
The Board is of the opinion that (i) Mr. Ketan Paragji Desai, (ii) Gen.
Bikram Singh (Retd.), (iii) Dr. Madhuri Ajit Sawant and (iv) Mr. Anand Rajeshwarrao
Chatorikar, the Independent Directors of the Company (the "IndependentMeetings are
also set out Director(s)") are independent in terms of Section 149(6) of the Act and
Regulation 16 of the SEBI Listing Regulations and are the persons of integrity and also
possess the relevant expertise and experience of their relevant fieldsto discharge their
duties as an Independent Director. Further, they have provided their declaration of
independence under Section 149(7) and Schedule IV of the Act and Regulation 25(8) of the
SEBI Listing Regulations. All the Independent Directors have confirmed that they have
complied with the provisions of sub-rule (1) and sub- year2024-25. rule (2) of Rule 6 of
The Companies (Appointment and Qualification of Directors) inclusion of their name in the
data bank of Independent Directors and will attempt the online proficiency self-assessment
test conducted by the Indian Institute of Corporate Affairs except the Independent
Director who is exempted from passing the said test.
7. ANNUAL RETURN
In compliance of Section 92 and Section 134 of the
Act read with Rule 11 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company for the FY 2024-25 is available on the
Companys website and can be accessed at www.anupamrasayan.com/Provisional_Annual_
Return_FY_2024_25
8. MEETINGS
The number and dates of Meetings of the Board and its
Committees are set out hereunder and the attendance the ofBoard and
Committee
Corporate Governance Report forming part of this Annual Report.
8.1 Board Meetings
The Board conducted 12 (Twelve) Board Meetings during the FY 2024-25.
The intervening gap between Board Meetings was within the period as prescribed under the
provisions of Section 173 of the Act and as per provisions of the SEBI Listing
Regulations.
Table 4: Board Meeting Details
Sr. No. Date of Meeting |
Total No. of Directors as on the date of
meeting |
Attendance No. of Directors attended |
% of attendance |
1. May 06, 2024 |
8 |
6 |
75 |
2. May 18, 2024 |
8 |
6 |
75 |
3. July 25, 2024 |
8 |
7 |
87.5 |
4. August 13, 2024 |
8 |
8 |
100 |
5. September 06, 2024 |
8 |
8 |
100 |
6. September 26, 2024 |
8 |
8 |
100 |
7. November 08, 2024 |
8 |
7 |
87.5 |
8. November 14, 2024 |
8 |
8 |
100 |
9. December 03, 2024 |
8 |
7 |
87.5 |
10. December 21, 2024 |
8 |
8 |
100 |
11. February 13, 2025 |
8 |
8 |
100 |
12. March 10, 2025 |
8 |
8 |
100 |
8.2 Committee Meetings
The composition of the Audit Committee and other Statutory
Committeesconstituted by the Board under the provisions of the Act and SEBI Listing
Regulations are set out in the Corporate Governance Report, which forms the part of this
Annual Report. The Committee FY 2024-25 are as set out inMeetings held
duringthe below table:
Table 5: Committee Meetings Details
Sr. Type of Meeting Date of Meeting Total No. of Attendance No. Members
as on the date of No. of members % of meeting attended attendance
1. Audit Committee 06-05-2024 3 3 100 18-05-2024 3 3 100 13-08-2024 3 3
100 05-09-2024 3 3 100 26-09-2024 3 3 100 14-11-2024 3 3 100 13-02-2025 3 3 100 10-03-2025
3 3 100
2. Nomination and 24-06-2024 3 3 100
Remuneration Committee
29-10-2024 3 3 100 05-11-2024 3 3 100 30-11-2024 3 3 100 18-12-2024 3 3
100
3. Corporate Social 05-09-2024 3 3 100
Responsibility Committee
23-03-2025 3 3 100
4. Stakeholders 08-03-2025 3 3 100
Relationship Committee
5. Risk Management 10-10-2024 3 3 100
Committee
29-03-2025 3 3 100
6. Sustainability Committee 05-09-2024 4 4 100
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Directors
oftheCompanyconfirmthat:
i) In the preparation of the annual accounts for the financial year
ended on March 31, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures, if any;
ii) The Directors had selected such accounting policies and applied
them consistently, and made judgments and estimates which are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2025,
and of the profit of the Company for the said period;
iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting any frauds and
other irregularities;
iv) The Directors have prepared the annual accounts on a going
concern basis;
v) The Directors have laid down internal financial controls to be
followed by the Company, and such internal financial controls are adequate and are
operating effectively; and vi) The Directors have devised proper systems to ensure
compliance with the provisions of all the applicable laws, and such systems are adequate
and operating effectively.
10. CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining the highest standards of
corporate governance and adheres to the corporate governance requirements as set out by
the Securities and Exchange Board of India (SEBI). The
Company has also implemented several best governance practices.
A detailed Corporate Governance Report as stipulated under Regulation
34(3) read with Part C of Schedule V of the SEBI Listing Regulations is forming part of
this Annualed that they have no objection to confirm Report. The requisite certificate
from the Secretarial Auditor of the Company confirmingcompliance with the conditions of
corporate governance is also annexed with the Corporate Governance Report.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34(2)(e) read with Part B of Schedule V
of the SEBI Listing Regulations, a Management
Discussion and Analysis Report giving comprehensive coverage of the
issues relating to the industry trends, Company performance, business and operations etc.,
is forming part of this Annual Report.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
ed that their appointment, if made, will confirm Regulation 34(2)(f) of
the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000
listed entities based on the market capitalization, shall include a Business
Responsibility and Sustainability Report describing the initiatives taken by the Company
from the environmental, social and governance perspective.
Anupam Rasayan India Limited being one of the top 1000 listed entities
as on March 31, 2025, is presenting its Business Responsibility and Sustainability Report
for the financial year 2024-25, which is forming part of the Annual
Report and is also placed on the website of the Company at
www.anupamrasayan.com/ Business Responsibility and Sustainability Report FY 2024-25.
13. AUDITORS
13.1 Statutory Auditor
M/s Rajendra & Co., Chartered Accountants (FRN:108355W) were
appointed as a Statutory Auditor of the Company at the 17th Annual General Meeting held on
September 30, 2020 for 5 (Five) consecutive years, to hold the office as a Statutory
Auditor from the conclusion of 17th Annual General Meeting till the conclusion of the 22nd
Annual General Meeting of the Company. Accordingly, M/s. Rajendra & Co., would be
completing their term as a Statutory Auditor of the Company on conclusion of the ensuing
22nd Annual General Meeting of the Company.
Further, the Company, under the provisions of Section 140(4) read with
Section 115 of the Act, has received a Special Notice dated August 13, 2025 from Mr. Anand
Sureshbhai Desai (DPID-Client ID: IN300214-36055394), a promoter shareholder of the
Company holding more than one percent (1%) of the total voting power of the Company,
proposing the appointment of new Statutory Auditor to hold office for a term of 5 (Five)
consecutive years, from the conclusion of the 22nd Annual General Meeting till the
conclusion of the 27th Annual General Meeting of the Company to be held in the calendar
year 2030, at a remuneration as may be decided by the Board of Directors of the Company,
in place of the retiring Statutory Auditor viz. M/s. Rajendra & Co., Chartered
Accountants, Mumbai (Firm Registration No.: 108355W). In accordance with the provisions of
Section 140(4) of the Act, the Company forwarded the said Special Notice, along with the
proposed resolution, to the retiring Statutory Auditor and vide their response dated
August 16, 2025, they have the proposed appointment of the new Statutory Auditor.
Accordingly, the Board has approved the appointment of M/s. Natvarlal
Vepari & Co., Chartered Accountants, Surat (Firm Registration No.: 123626W), as
Statutory Auditor of the Company, for the term of 5 years starting from the conclusion of
22nd Annual General Meeting till the conclusion of 27th Annual General Meeting of the
Company, subject to approval of the Members at the ensuing 22nd Annual General Meeting of
the Company. The necessary resolution for the appointment of M/s. Natvarlal Vepari &
Co., as Statutory Auditor of the Company forms part of the Notice convening the 22nd
Annual General Meeting.
M/s. Natvarlal Vepari & Co., Chartered Accountants, Surat, have
given their consent to the aforesaid appointment be in and accordance with the provisions
of Section 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014
and the Chartered Accountants Act, 1949.
Statutory Auditors Report:
The standalone and consolidated financial statements of the Company for
the financial year ended March 31, 2025, have been prepared in accordance with applicable
Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory
Auditors report does not contain any qualifications, reservations, adverse remarks
or disclaimers. Therefore, no explanation is required in this regard.
13.2 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulations 24A of the SEBI Listing Regulations, the Company had appointed M/s M.D. Baid
& Associates, Practicing Company Secretaries, Surat (Peer Review No.: 942/2020 &
Unique Identification No.: P2004GJ015700) to undertake the secretarial audit for the
financial year 2024-25 of the Company.
The Secretarial Audit Report for the financial year 2024-25 is
annexed to this Boards Report and is marked as Annexure-BR-I. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.
Further, the Board has recommended the appointment of M/s. M.D. Baid
& Associates, Practicing Company Secretaries, Surat (Peer Review No.: 942/2020 &
Unique Identification Auditor of the Company for a term of five years, commencing from the
financial year 2025-26, subject to the approval of the Members at the forthcoming 22nd
Annual General Meeting.
The necessary resolution for the appointment of M/s. M.D. Baid &
Associates, as Secretarial Auditor of the Company forms part of the Notice convening the
22nd Annual General Meeting.
M/s. M.D. Baid & Associates, Practicing Company Secretaries, Surat,
have given consent to act as a Secretarial Auditor of the Company and have confirmed that
the said appointment, if made, will be in accordance with the provisions of the Act, SEBI
Listing Regulations and guidelines issued by the Institute of Company Secretaries of
India.
13.3 Cost Auditor
Pursuant to the provisions of Section 148 of the Act, read with Rule 8
of the Companies (Accounts) Rules, 2014, the Company has maintained the cost accounts and
records for the FY 2024-25. The Board, on the recommendation of the Audit Committee,
Gurjar & Co., Cost Accountants, Surat (FRN: 101540) as Cost Auditor (the "Cost
Auditor") to conduct the audit of the cost records maintained by the Company for the
financial year 2024-25 pertaining to the products manufactured by it.
Further, the Board, on the recommendation of the Audit Committee, has
re-appointed M/s Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as Cost
Auditor for the financial year 2025-26 and fixed their remuneration, ratific by the
Members at the ensuing subjectto 22nd Annual General Meeting. M/s Bhanwarlal Gurjar &
Co., ed that their appointment confirm CostAccountants,have is within limits defined under
Section 141(3)(g) read with Section 148 of the Act and have also certifiedthat they are
free from any disqualifications specified under Section 141 read with Section 148 of the
Act. The Board has also received a certificate from the Cost Auditor certifying their
independence and arms length relationship with the Company. A necessary resolution
seeking Members ation of remuneration payable to the ratific approvalfor Cost
Auditor for the financial year 2025-26 is included in the Notice convening the 22nd Annual
General Meeting.
13.4 Internal Auditor
M/s K.B. Daliya & Associates, Chartered Accountants, Surat (FRN:
126368W) was appointed as Internal Auditor of the Company for the FY 2024-25 to conduct
the internal audit of the functions and activities of the Company. On the recommendation
of the Audit Committee, the Board hadappointedM/sBhanwarlal has re-appointed M/s
K.B. Daliya & Associates, Chartered Accountants, as Internal Auditor of the Company to
conduct the internalauditforthefinancial year 2025-26.
14. MAINTENANCE OF COST RECORDS
The Directors, to the best of their knowledge and belief, state that
the Company has maintained adequate cost records as required to be maintained by the
Company under the provisions of Section 148 of the Act.
15. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY
COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
15.1 Subsidiary Companies
The wholly-owned subsidiaries of the Company are as listed below:
Sr. No. Name of the wholly- owned
subsidiary |
Corporate Identification Number/
Registration No. |
Place of incorporation/registration |
1. Jainam Intermediates Private Limited |
U24304GJ2017PTC098269 |
Surat, Gujarat |
2. ARIL Transmodal Logistic Private Limited |
U49231GJ2023PTC138896 |
Surat, Gujarat |
3. ARIL Fluorospeciality Private Limited |
U20119GJ2023PTC142228 |
Surat, Gujarat |
4. Anupam Japan GK |
Registration No.: 8010403031484 |
Tokyo, Japan |
LIGN="LEFT">5. Anupam Europe AG |
Identification number: CHE-294.629.985 |
Basel, Switzerland |
6. Anupam USA, LLC |
Delaware State File Number: 3157088 |
Delaware, United States of America (USA) |
7. Anupam General Trading FZE |
License No. 116635531 |
Jebel Ali Free Zone, Dubai, United Arab
Emirates (UAE) |
Tanfac Industries Limited (CIN: L24117TN1972PLC006271)
("Tanfac") is a subsidiary Company over which the Company exercises effective
control. The total aggregate shareholding of the Company in Tanfac as on March 31, 2025 is
25,73,081 fully paid-up equity shares of face value 10/- each, aggregating to 25.79% of
the voting share capital of Tanfac. Tanfac is a material subsidiary of the Company in
terms of the provisions of SEBI Listing Regulations. The Company has framed a policy in
terms of Regulations 16(c) of the SEBI Listing Regulations for determining has been placed
on the Companys website and can be accessed at
anupamrasayan.com/investors/policies-practices/
policy-on-related-party-transactions-and-material-subsidiaries.
15.2 Associate of the WOS
Tangent Science Private Limited (CIN: U24290GJ2020PTC114057) is an
Associate Company of Jainam Intermediates Private Limited, a wholly owned subsidiary of
the Company.
Further, the Consolidated Financial Statements of the Company as on
March 31, 2025 have been prepared in compliance with the applicable provisions of the Act,
including Indian Accounting Standards as specified under Section 133 of the Act and the
same form part of this Annual Report. The statement pursuant to Section 129(3) of the Act
in respect of the aforementioned WOS, subsidiary and associate of the WOS in AOC-1 is
annexed as Annexure-BR-VI to this Boards Report.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE ACT
16.1 Investments Made
The Company has made the investments in the body corporate as per the
Note No. 04 of the Audited Standalone Financial Statements for the FY 2024-25.
16.2 Loans and Guarantees
The Company has given loans and advances as per Note No. 06 of
the Audited Standalone Financial Statements for the FY 2024-25. ective
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements or transactions entered into with related
parties were on arms length basis during the FY 2024-25. During the year under
review, the Company had not entered into any contracts or arrangements or transactions
with related parties which could be considered material in accordance with the policy of
thethe Terms of Reference for the Company on materiality of related. The composition of
theCommittee party transactions or which is required to be reported in Form AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.
Members may refer to Note No. 32 of the Audited Standalone Financial
Statements which set out related party disclosures pursuant to Ind AS.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act
read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure-BR-II to
this Boards Report.
19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company has always emphasized progress with responsibility towards
the society and environment. We believe strongly in our core values of empowerment and
betterment of the communities, societies and the country as a whole. With such guiding
principles, the Company has laid the foundation of a comprehensive approach toward
promoting and facilitating various aspects of our surrounding communities.
To demonstrate the responsibilities toward social upliftment in a
structured way and in line with the applicability of Section 135 of the Act, your Company
has framed a policy on corporate social responsibility ("CSR") to undertake
programs/projects and take various initiatives under CSR, which is also available on the
Companys website at https://www.anupamrasayan.com/
investors/policies-practices/csr-policy.
The report on CSR activities, along with an annexure as per Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as
Annexure-BR-III to this Boards Report.
20. RISK ASSESSMENT AND MANAGEMENT POLICY
Risk management forms an integral part of the managements focus
in respect of the business. An risk management framework has been put in place in the
Company to analyze, control or mitigate the risks. The framework provides an integrated
approach for managing the risks in various aspects of the business, which includes risk
identification, classification, assessment, mitigation and reporting mechanisms.
In terms of Regulation 21 of the SEBI Listing Regulations, the Board
had constituted the Risk Management
Committee defining Management
Committee, (i) Mr. Anand Desai, Managing Director- Chairperson of the
Committee, (ii) Mrs. Mona Desai, Vice-Chairperson and Whole-time Director - Member of the
Committee, and (iii) Gen. Bikram Singh (Retd.), Independent Director- Member of the
Committee*
*After the closure of financial year 2024-25, Gen. Bikram Singh (Retd.)
(DIN: 07259060) has resigned from the office of Non-Executive Independent Director of the
Company with effect from close of business hours of Friday, June 27, 2025, due to personal
reasons. Accordingly, he ceased to be a Member of the RiskManagementCommittee.
The Risk Assessment and Management Policy of the Company has been
placed on its website at https://www.
anupamrasayan.com/investors/policies-practices/risk-assessment-and-management-policy.
21. INTERNAL FINANCIAL CONTROLS
The Company has developed and maintained adequate measures for internal
financial control for the year ended March 31, 2025. The Company has a well-established
Enterprise Resource Planning (ERP) system in place for recording day-to-day transactions
in the functions such as accounting, finance, procurement and sales. In addition to the
internal checks and controls by the internal accounting and financial teams of the
Company, M/s K.B.
Daliya & Associates, Chartered Accountants, has been appointed as
Internal Auditor by the Board. The Internal Auditor conducts the internal audit of the
functions and activities of the Company, including accounting records, books of accounts,
financial data, taxation data, stock audit, regulatory filings and other compliances under
different laws, and presents quarterly audit reports before the Audit Committee of the
Board.
22. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board oftheCompanyconfirmsthat to the best of its knowledge and
belief, the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India, as amended from time to
time, during the financial year under review.
23. SHARE CAPITAL
23.1 The Share Capital of the Company as on March 31, 2025
Table 6: Share Capital
Particulars |
Number of Shares |
Amount (`) |
Authorised Share Capital |
12,50,00,000 |
1,25,00,00,000/- |
Equity Share Capital of 10/- each |
|
|
Issued, subscribed and fully paid-up share
capital |
10,99,31,337 |
1,09,93,13,370/- |
Equity Share Capital of 10/- each |
|
|
23.2 Buy-back of Securities
The Company has not bought back any of its securities during the
financial year under review.
23.3 Sweat Equity
The Company has not issued any sweat equity shares during the financial
year under review.
23.4 Bonus Shares
The Company has not issued any bonus shares during the financial year
under review.
23.5 Preferential Allotment
The Company has not issued any share on preferential allotment basis
during the financial year under review.
Further, pursuant to the approval of the Board in its Meeting held on
November 07, 2023 and approval of Members of the Company in Extra Ordinary General Meeting
held on December 06, 2023, the Company has issued and allotted: (i) 19,04,540 Equity
Shares of the Company of face value of ` 10/- each (Rupees Ten Only) at a price of `
945.11/- per equity share to a promoter of the Company on preferential allotment basis;
and (ii) 39,14,886 Warrants convertible into equal number of equity shares of face value
of ` 10/- (Rupees Ten only) each, at a price of ` 945.11/- per warrant, to non-promoters
on preferential allotment basis.
Furthermore, after the closureoffinancial year 2024-25, the Board in
its meeting held on July 15, 2025, approved the allotment of 39,14,886 fully paid-up
equity shares at an issue price of ` 945.11/- per share, comprising face value of ` 10/-
and a premium of ` 935.11/- per share, pursuant to the conversion of equal number of
warrants by way of preferential issue, in accordance with the Chapter V of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018.
Pursuant to the provisions of Regulation 32 (7A) of the SEBI Listing
Regulations, the Company has utilized 272.50 Crores as on March 31, 2025, in objects as
mentioned below:
Table 7:
(Amount in ` crore)
Object for which funds have been
utilized |
Funds Allocated |
Funds Utilized |
Part or full Repayment of Loans |
429.69 |
254.69 |
General corporate purposes |
120.31 |
17.81 |
Total |
550.00 |
272.50 |
Note: Out of 550 crore, proceeds amounting to 272.50 crore have been
received and utilized by the Company, and the proceeds amounting to 277.50 crore were
received from the warrant holders upon conversion of warrants into equity shares after the
closure of financial year.
23.6 Private Placement under Qualified Institutions Placement
("QIP")
The Company has not issued any share on private placement under QIP
basis during the financial year under review.
Further, pursuant to the approval of the Board in its Meeting held on
May 24, 2022 and the approval of the Members of the Company by postal ballot process on
June 26, 2022, the Company had issued and allotted 68,96,097 Equity Shares of face value
10/- (Rupees Ten) each at a price of 725/- per equity share, including a premium of 715/-
per Equity Share and reflect a discount of 4.97% on the floor price amounting to 762.88/-
per Equity Share, aggregating to 4,99,96,70,325/- to Qualified Institutional Buyers on
October 04, 2022.
Pursuant to the provisions of Regulation 32 (7A) of the SEBI Listing
Regulations, the proceeds raised through QIP are fully utilized as on quarter ended
September 30, 2024, without any deviation or variation, in objects mentioned below:
Table 8:
(Amount in ` crore)
Object for which funds have been
utilized |
Funds Allocated |
Funds Utilized |
Funding capital expenditure requirements of
our Company towards upgradation and expansion of our existing manufacturing facilities |
419.17 |
419.17 |
General corporate purposes |
49.53 |
49.53 |
Issue Expenses |
31.30 |
31.30 |
Total Fund Utilized |
500.00 |
500.00 |
23.7 Employees Stock Option Plan
Pursuant to the approval of the Board at its Meeting held on November
30, 2020, and the approval of the Members at their Meeting held on December 4, 2020, and
September 30, 2021, the Company had introduced the "Anupam - Employee Stock Options
Plan 2020" ("Scheme) to issue the employee stock options ("Options")
to the eligible employees of the Company as per the Scheme. The Scheme has been created
with an aggregate pool size of 13,12,795 (Thirteen Lakhs Twelve Thousand Seven Hundred and
Ninety-Five) Options, convertible into not more than 13,12,795 (Thirteen Lakhs Twelve
Thousand Seven Hundred and Ninety-Five) Equity Shares of the face value of 10/- (Rupees
Ten) each fully paid-up of the Company. Each Option is convertible into one Equity Share
of the Company. Options under Grant 1 and Grant 3 are exercisable within three years from
the dates of vesting and Grant 2 is exercisable within one year from the date of vesting.
Each such Option confers a right upon the employee, who has been
granted the Option(s) ("Grantee"), to get one Equity Share of the Company
issued, in accordance with the terms and conditions of such issue, in compliance with the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB
and Sweat Equity)
Table 9: Details of Grant, Vesting, Exercise & Allotment:
Pursuant to the Options unvested, lapsed or cancelled out of 13,12,795
(Thirteen Lakhs Twelve Thousand Seven Hundred and Ninety Five) Options approved, the
Nomination and Remuneration Committee had granted 13,12,760 (Thirteen Lakh Twelve Thousand
Seven Hundred and Sixty) Options under Grant 1 on December 10, 2020; 1,07,075 (One Lakh
Seven Thousand and Seventy Five) Options under Grant 2 on January 20, 2022 and 6,260 (Six
Thousand Two Hundred and Sixty) Options under Grant 3 on January 09, 2023, at an exercise
price of 225/- per Option to the eligible employees under
Scheme, exercisable after one year from the date of vesting.
| |
13,12,795 OPTIONS APPROVED UNDER
ESOP-2020 SCHEME |
GRANT 1 |
13,12,760 |
|
|
Date of Grant 1 |
December 10, 2020 |
|
|
Exercise price (`) |
225/- |
|
|
Vesting date |
December 09, 2021 |
December 09, 2022 |
December 09, 2023 |
Vesting % and number of Options |
33.34% of the Options granted in Grant 1 No.
of Options: 4,37,674 |
33.34% of the Options granted in Grant 1 No.
of Options: 4,37,674 |
33.32% of the Options granted in Grant 1 No.
of Options: 4,37,412 |
Table 9: Details of Grant, Vesting, Exercise & Allotment: (Contd.)
| |
Options exercised and Equity Shares allotted |
Date of issue and allotment of Equity Shares |
Options exercised and Equity Shares allotted |
Date of issue and allotment of Equity Shares |
Options exercised and Equity Shares allotted |
Date of issue and allotment of Equity Shares |
|
| |
2,87,272 Equity Shares |
January 20, 2022 |
1,89,726 Equity Shares |
January 09, 2023 |
1,48,336 Equity Shares |
January 09, 2024 |
|
| |
37,222 Equity Shares |
March 07, 2022 |
38,636 Equity Shares |
February 25, 2023 |
52,336 Equity Shares |
March 08, 2024 |
|
| |
27,970 Equity Shares |
May 11, 2022 |
61,162 Equity Shares |
May 22, 2023 |
48,792 Equity Shares |
June 24, 2024 |
|
| |
12,344 Equity Shares |
July 22, 2022 |
43,196 Equity Shares |
September 04, 2023 |
37,804 Equity Shares |
October 29, 2024 |
|
| |
23,530 Equity Shares |
November 12, 2022 |
33,999 Equity Shares |
January 09, 2024 |
58,606 Equity Shares |
December 18, 2024 |
|
| |
2,494 Equity Shares |
January 09, 2023 |
|
|
|
|
|
GRANT 2 |
1,07,075 |
|
|
|
|
|
|
Date of Grant 2 |
January 20, 2022 |
|
|
|
|
|
|
Exercise price (`) |
225/- |
|
|
|
|
|
|
Vesting date |
January 19, 2023 |
|
|
|
|
|
|
Vesting % |
100% of the Options granted in Grant 2 |
|
|
|
|
|
|
Options exercised and Equity Shares allotted |
26,935 Equity Shares |
|
13,085 Equity Shares |
23,189 Equity Shares |
25,451 Equity Shares |
8,700 Equity Shares |
|
Date of issue and allotment of Equity Shares |
February 25, 2023 |
May 22, 2023 |
September 04, 2023 |
January 09, 2024 |
March 08, 2024 |
|
|
GRANT 3 |
6,260 |
|
|
|
|
|
|
Date of Grant 3 |
January 9, 2023 |
|
|
|
|
|
|
Exercise price (`) |
225/- |
|
|
|
|
|
|
Vesting date |
January 8, 2024 |
|
|
|
|
January 8, 2025 |
January 8, 2026 |
Vesting % and number of Options |
1/3rd of the Options granted in Grant 3 No.
of Options: 2085 |
1/3rd of the Options granted in Grant 3 No.
of Options: 2087 |
1/3rd of the Options granted in Grant 3 No.
of Options: 2088 |
|
|
|
|
Options exercised and Equity Shares allotted |
Options exercised and Equity Shares allotted |
Date of issue and allotment of Equity Shares |
Nil |
|
Not vested yet |
|
|
| |
1,846 Equity Shares |
March 08, 2024 |
|
|
|
|
|
| |
239 Equity Shares |
December 18, 2024 |
|
|
|
|
|
The certificate of the Auditor regarding the implementation of Scheme
being in accordance with SEBI (SBEB and Sweat Equity) Regulations, would be placed at the
ensuing 22nd Annual General Meeting or posted electronically for the inspection of the
Members.
The details of Options granted, exercised, vested and lapsed during the
FY 2024-25 and other particulars as required under the Act and the SEBI (SBEB and Sweatd
Equity) Regulations, in respect to the Scheme are annexed as Annexure-BR-IV to this
Boards Report.
24. PUBLIC DEPOSITS
The details relating to the deposits covered under Chapter V of the Act
are as under:
(a) Deposits accepted during the year: Your Company has not accepted
any deposits within the meaning of Section 2(31) read with Section 73 of the Act, and as
such, no amount of principal or interest was outstanding as on the date of the Balance
Sheet.
(b) Remained unpaid or unclaimed as at the end of the year: N.A.
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year: N.A.
(d) The details of deposits which are not in compliance with the
requirements of Chapter V of the Act: N.A. of the Board
25. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION
The appointment, removal and remuneration of the Directors are subject
to the recommendations of the Nomination and Remuneration Committee and in accordance with
the provisions of the Act and the SEBI Listing Regulations. The Company has a policy on
the appointment and remuneration of the Directors, which, inter alia, provides the
criteria for determination of the qualifications, attributes, independence of a director,
diversity, and other matters.
The Nomination and Remuneration Policy has been formulated under the
provisions of the Act and the SEBI Listing Regulations and covers remuneration of the
Directors, key managerial personnel and the senior management personnel, identification
and criteria for selection of appropriate candidates for appointment as Directors, key
managerial personnel and senior management personnel. The said policy is available on the
website at https://www.anupamrasayan.com/investors/
policies-practices/nomination-and-remuneration-policy.
26. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD OF DIRECTORS, ITS
COMMITTEES AND INDEPENDENT DIRECTORS INDIVIDUALLY
The Nomination and Remuneration Committeeof the Company has laid down
the criteria such as effectiveness of functioning and culture of Board and its committees,
the Directors exercise the responsibilities in a bonafide manner, devotes sufficient time
and attention to the professional obligations for informed and balanced decision making,
etc. for performance evaluation of the anthe Individual Director. Board,itscommittees
The Independent Directors, in their separate meeting held on March 11,
2025 which were attended by all the Independent Directors, assessed the quality, quantity
and timeliness of flow of information between the management of the Company and the Board
and reviewed the performance of (i) the Board as a whole; (ii) Non-Independent Directors
and (iii) the Chairperson and Vice-Chairperson of the Company, required to effectively and
reasonably perform their duties. None of the Non-Independent Directors or Members of
management attended this meeting.
The performance of the Board as a whole and the Independent Directors
were evaluated by the Directors of the Company and performance of the the Board was also
evaluated by all the Directors of the Company.
27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Company has the Audit Committee constituted in pursuance to the
provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.
The Audit Committee has 3 Members as on March 31, 2025, as provided
below-
- Mr. Ketan Desai, Chairperson of the Committee,
- Dr. Madhuri Sawant, Member of the Committee, and
- Mr. Anand Desai, Member of the Committee.
The Company has established a vigil/whistle blower mechanism,
formulating a policy for providing a framework for a responsible and secure vigil/whistle
blower mechanism approved by the Board. The Company has provided adequate safeguards
against the victimization of employees and Directors who express their concerns. The
Company has also provided direct access to the Chairperson of the Audit Committee on
reporting issues concerning the interests of co-employees and the Company. Mr. Anand
Desai, Managing Director, is the vigilance officer for this purpose. The vigil/whistle
blower policy of the Company is available at the website of the Company at
https://www.anupamrasayan.com/investors/
policies-practices/vigil-mechanism-whistle-blower-mechanism-policy.
28. PARTICULARS OF EMPLOYEES/ MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details pursuant to
Section 197(12) of the Act and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, (as amended) are annexed and marked as
Annexure-BR-V.
29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
under(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 AND DISCLOSURE UNDER MATERNITY
BENEFIT ACT, 1961 29.1 Disclosure Under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
Your Company is committed to creating and maintaining a secure work
environment where its employees, customers, vendors and partners can work and pursue
business together in an atmosphere free of harassment, exploitation and intimidation.
The Company has an Anti-Sexual Harassment Policy in line with the
requirement of the Sexual Harassment of Woman at Workplace (Prevention Prohibition and
Redressal) Act, 2013, ("POSH Act"). The policy aims at prevention of harassment
of employees and lays down the guidelines for identification, reporting and prevention of
sexual harassment. All employees (permanent, contractual, temporary, trainees) and
applicable complainant(s) are covered under this policy. This policy allows to report
sexual harassment, if any, at the workplace. Further, the Company conducts regular
awareness programs in this regard. The ant and material order has been issued signific to
Internal Committee look into all complaints of sexual harassment and facilitate a free and
fair enquiry process with clear timelines.
Further, in terms of the provisions of the Act, the details in relation
to the POSH Act, for the financial year ended on March 31, 2025 are as under: ant material
changes havesignific
No. of complaints of sexual harassment received during the financial
year:NIL
No. of complaints disposed off during the financial year:
NIL
No. of complaints pending as on end of the financial year:
NIL
No. of cases pending for more than ninety days: NIL
29.2 Disclosure under Maternity Benefit Act, 1961
Your Company has duly complied with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. During the financial year 2024-25, the
Company did not have any female employees who were eligible to avail the maternity
benefits under the Act. However, the Company remains committed to ensuring a supportive,
inclusive, and legally compliant work environment, and continues to monitor and implement
necessary measures in accordance with applicable labour laws and regulations.
30. REPORTING OF FRAUDS
During the year under review, the Internal Auditor, Statutory Auditor,
Cost Auditor and Secretarial Auditor of the Company have not reported any instances of
fraud committed in the Company by its officers or employees to Section 143 (12) of the
Act.theAuditCommittee
Hence, no such details are required to be mentioned in this
Boards Report.
31. OTHER STATUTORY DISCLOSURES
31.1 Statement of deviation(s) or variation(s)
In terms of Regulation 32 of the SEBI Listing Regulations, there was no
deviation or variation in connection with the objects of the issue mentioned in the
Prospectus dated March 17, 2021, in respect of the Initial Public Offering of the Company.
31.2 Compensation from subsidiaries or associates to the Managing
Director and Whole-time Director
The Managing Director and the Whole-time Directors of the Company have
not received any remuneration or commission from any of the subsidiaries or associates of
the Company.
31.3 Significant and material orders passed by regulators or courtsby
any No regulator/court/other authority which impacts the going concern status and
Companys operation in future.
31.4 Material changes and commitments after the closure of the year
After the closure of the financial year till the date of this report,
as outlined in sub-clause 23.5 (Preferential Allotment) of Clause 23 (Share Capital) and
as detailed in Clause 5 (Dividend).
Further, the Board of your Company at its meeting held on July 30,
2025, has approved to provide the corporate guarantee in favour of Export-Import Bank of
India for securing the credit facility amounting to USD 17 Million (United States Dollar
Seventeen Million only) being availed by Anupam General Trading FZE, a wholly-owned
subsidiary of the Company.
Except as mentioned above, there have been no other material changes
and commitments affecting financial position of your Company have occurred between the end
of the financial year of the Company to which Financial Statements relate and the date of
this Report.
31.5 Details of Application Made or Any Proceeding Pending Under The
Insolvency And Bankruptcy Code, 2016
Neither any application was made nor any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
31.6 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
There has been no such instance of one-time in respect of loan availed
by the Company from the banks or financial institutions.
32. EMPLOYEE RELATIONS
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its sincere appreciation of the devoted efforts of all employees
in advancing the Companys vision and strategy to deliver good performance.
33. ACKNOWLEDGEMENT
The Directors express their gratitude and appreciation to the
authorities of the various departments of the Central and State Government(s), the
Companys stakeholders and employees of the Company. The Directors also take this
opportunity to thank the Companys valued customers, bankers, financial institutions,
suppliers, settlement and the Members who have extended their support to the Company.
This Report has been prepared in accordance with the provisions of the
Act, the rules framed thereunder (each as amended from time to time), the SEBI Listing
Regulations, SEBI (SBEB and Sweat Equity) Regulations and the other disclosure
requirements as may be applicable under any applicable Regulations issued by SEBI from
time to time.
| |
For and on behalf of the Board of Directors |
|
| |
|
of Anupam Rasayan India Limited |
| |
Anand Desai |
Mona Desai |
Place: Surat |
Managing Director |
Whole-Time Director |
Date: September 01, 2025 |
DIN:00038442 |
DIN:00038429 |