To the Members of
Asahi Songwon Colors Limited
Your Directors' take pleasure in presenting their 35th Annual
Report on the business and operations of the Company together with the Audited Financial
Statements both Standalone and Consolidated for the Financial Year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
The Company's standalone and consolidated financial performance
for the year ended March 31, 2025 is summarised below: (All amounts are in Rs Lakhs,
unless otherwise stated)
Particulars |
Standalone |
Consolidated |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Revenue from Operations |
39,022.47 |
27,658.43 |
56,235.84 |
42,623.53 |
| Other Income |
792.79 |
588.35 |
404.34 |
281.37 |
| Total Income |
39,815.27 |
28,182.09 |
56,640.18 |
42,904.90 |
Profit before Depreciation,
Finance Cost, Exceptional Item and Tax Expenses |
5,237.70 |
2,208.58 |
6,021.44 |
2,107.32 |
Less: Depreciation |
1,017.15 |
1,032.87 |
1,877.38 |
1,622.32 |
Less: Finance Cost |
754.36 |
666.19 |
1,646.51 |
1,254.98 |
| Profit before Tax before Exceptional Item |
3,466.19 |
509.52 |
2,497.55 |
(769.98) |
Add: Exceptional Items |
- |
2,561.03 |
- |
2,561.03 |
Profit before Tax (PBT) |
3,466.19 |
3,070.55 |
2,497.55 |
1,791.05 |
Less: Tax Expenses |
917.32 |
437.76 |
812.01 |
227.41 |
Profit after Tax (PAT) |
2,548.87 |
2,632.79 |
1,685.54 |
1,563.64 |
| Attributable to: |
|
|
|
|
| Owners of the Company |
- |
- |
1,975.46 |
2,004.69 |
| Non-Controlling Interest |
- |
- |
(289.92) |
(441.05) |
| Other Comprehensive Income/(Loss) |
30.13 |
55.46 |
28.80 |
50.14 |
Total Comprehensive Income |
2,578.99 |
2,688.25 |
1,714.34 |
1,613.78 |
| Attributable to: |
|
|
|
|
| Owners of the Company |
- |
- |
2,004.65 |
2,056.23 |
| Non-Controlling Interest |
- |
- |
(290.31) |
(442.45) |
Opening Balance in Retained Earnings |
22,789.97 |
2,0160.66 |
20,172.81 |
18,472.82 |
| Amount available for appropriation |
25,368.97 |
22,848.91 |
22,177.46 |
20,231.74 |
Less: Dividend
(including Dividend Distribution Tax) on equity shares |
58.94 |
58.94 |
58.94 |
58.94 |
| Closing Balance in Retained Earnings |
25,310.03 |
22,789.97 |
22,118.52 |
20,172.80 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE
OF COMPANY'S AFFAIRS a. Operational Review
During the year under review, the Company delivered a resilient and
forward-looking performance across its three principal business verticals: Phthalocyanine
Pigments, Azo reflecting improved operating efficiency. Pigments, and Active
Pharmaceutical Ingredients (API). This marked a notable shift from the challenges
encountered in the previous financial year, with each segment contributing meaningfully to
a more balanced and robust business profile.
The Phthalocyanine Pigments—constituting the core of the
Company's pigment portfolio recorded a significant improvement in plant utilisation
and operational The adverse impact of industry-wide destocking, which had dampened
performance in the preceding period, was successfully mitigated. As a result, the business
operated at materially higher capacity utilisation levels. This recovery was supported by
stabilised demand from key end-use sectors and a disciplined focus on cost control and
process optimisation. The Company remains committed to sustaining its market leadership
and further consolidating its position in this segment.
The Azo Pigments business demonstrated a steady and consistent
recovery over the course of the year. After a period of muted performance, the segment
showed clear signs of bottoming out, with quarter-on-quarter improvement in operational
metrics. Enhanced capacity utilisation and benefits from ongoing efficiency measures
contributed to a more favourable operating environment. Strategic investments in
debottlenecking and process optimisation undertaken during the year are expected to
deliver sustained benefits, positioning the Azo Pigments business for continued growth and
margin improvement going forward.
The API vertical, while relatively nascent within the
Company's overall portfolio, registered an encouraging performance
in FY25. The segment progressive ramp-up in operations and the successful execution of
backward integration initiatives, leading to enhanced cost competitiveness and
profitability. Continued emphasis on product quality, regulatory compliance, and customer
engagement has strengthened the Company's presence in the API space.
b. Performance Review On standalone basis
On a standalone basis, the Company recorded revenue from operations of
Rs 39,022 lakh for the financial year ended March 31, 2025, representing a healthy growth
over Rs 27,658 lakh in the previous year. The Company achieved an EBITDA of Rs 5,238 lakh
during the year, with an EBITDA marginof13%, The ProfitAfter Tax (PAT) for the financial
year stood at Rs 2,549 lakh, as compared to Rs 2,633 lakh in the previous year. However,
the PAT of the previous year included an exceptional item of Rs 2,561.03 lakh. Excluding
this exceptional item, the current year's performance reflects a significant operational
improvement.
.
On consolidated basis
During the year under review, the Company delivered a robust
consolidated performance, with revenue from operations reaching Rs 56,236 lakh,
representing a notable increase from Rs 42,624 lakh in the previous financial year. This
growth reflects improved traction across key business verticals and geographies.
Earnings Before Interest, Taxes, Depreciation, and Amortisation
(EBITDA) rose significantly to Rs 6,021 lakh in FY2025, compared to Rs 2,107 lakh in
FY2024. The EBITDA margin expanded to 11%, up from 5% in the preceding year, driven by
higher operating leverage, improved capacity utilisation, and disciplined cost management.
Profit After Tax (PAT) for the year stood atRs 1,686 lakh, registering a modest increase
from Rs 1,564 lakh in the previous year, despite elevated depreciation and finance costs
associated with recent investments in capacity and integration.
c. Exports
During the year under review, the Company's standalone exports
rose significantly to Rs 24,799 lakh, as compared to Rs 15,595 lakh in the previous
financial year. This strong growth reflects the Company's sustained efforts to deepen
from a its engagement in global markets and enhance its export competitiveness.
The Company remains committed to expanding its international footprint
by leveraging its high-quality product portfolio, customer-centric approach, and strong
market reputation to tap into emerging opportunities and drive profitable growth across
key export destinations.
DIVIDEND
The Board of Directors, at its meeting held on May 08, 2025, has
recommended a final dividend of Rs 1.50 per equity share (15% on the face value of Rs 10
each) for the financial year ended March 31, 2025. The payment of the said dividend is
subject to the approval of the members at the ensuing 35th Annual General
Meeting ("AGM") of the
Company.
In the previous financial year, the Company had declared and paid a
final dividend of Rs 0.50 per equity share (5% on the face value of Rs 10 each). If
approved by the shareholders at the AGM, the total outgo on account of the final dividend
for financial year 2024 25 would amount toRs 176.80 lakh. In accordance with the
provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company are
taxable in the hands of the shareholders. The Company shall accordingly deduct tax at
source, as applicable, prior to disbursement of the dividend.
The recommended dividend is in line with the Dividend
Distribution Policy of the Company, framed pursuant to Regulation 43A
of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is annexed to this Report as Annexure
"F" and is also available on the Company's website at
www.asahisongwon.com.
TRANSFER TO RESERVE
Yours Directors do not propose to transfer any amount to the General
Reserves for the Financial Year ended March 31, 2025.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the
Company during the financial year ended March 31, 2025.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes or commitments affecting the
financial position of the Company between the close of the financial year ended March 31,
2025, and the date of this Report.
SHARE CAPTIAL a. Issue of equity Shares with differential rights
The issued, subscribed, and paid-up equity share capital of the Company
as on March 31, 2025, stood at Rs 1,178.73 lakh, comprising 1,17,87,262 equity shares of
Rs 10 each. During the year under review, the Company did not issue any equity shares with
differential rights as to dividend, voting, or otherwise.
b. Issue of sweat equity shares
During the year under review, the Company has not issued any sweat
equity shares.
c. Issue of employee stock options
During the financial year under review, the Company has not granted any
employee stock options under Section 62(1) (b) of the Companies Act, 2013, read with the
applicable Rules framed thereunder, or under Regulation 14 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d. Debentures
During the financial year under review, the Company did not issue any
debentures in accordance with the provisions of Section 42 of the Companies Act, 2013,
read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Further, no debentures were redeemed during the financial year 2024 25.
ANNUAL RETURN
Pursuant to the provisions of Section 92 and Section 134(3) (a) of the
Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025,
in Form MGT-7, is made available on the Company's website at www.asahisongwon.com, in
compliance with the statutory disclosure requirements.
LISTING
As on March 31, 2025, all 1,17,87,262 equity shares of the Company
continued to remain listed on BSE Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The Company has duly paid the Annual Listing Fees to both stock exchanges
for the financial year 2025 26.
FINANCIAL STATEMENTS
Pursuant to the applicable provisions of the Companies Act, 2013, and
in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) and the
Securities and Exchange Board of India (SEBI) from time to time, the Annual Report for the
financial year 2024 25 comprising the Balance Sheet, Statement ofProfitand Loss,
accompanying notes and other financial statements (including consolidated financial
statements prepared in accordance with Schedule III of the Act), together with the
Directors' Report, Management Discussion & Analysis, and Corporate Governance
Report is being disseminated to all shareholders through permitted modes.
In compliance with Regulation 34 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual
Report 2024 25 is made available on the Company's website at www. asahisongwon.com.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company had three subsidiary
companies and one associate Company.
Asahi Tennants Color Private Limited ("ATC")
In Asahi Tennants Color Private Limited ("ATC"), the Company
holds a majority equity stake of 51%, while the remaining 49% is held by Tennants Textile
Colours Limited. Tennants Textile Colours Limited (TTC), headquartered in Belfast,
Northern Ireland, is a leading manufacturer of high-performance colour dispersions in the
United Kingdom. With a solvent production facility located near Birmingham, TTC offers an
extensive portfolio of both water-based and solvent-based dispersions, engineered to meet
the stringent requirements of diverse end-use sectors such as textiles, paper, paints and
coatings, inks, agriculture, and plastics. The Company maintains a strong international
footprint, exporting to over 50 countries from its UK facilities. ATC operates a modern,
state-of-the-art manufacturing facility located at Dahej, Bharuch, Gujarat, which is
dedicated to the production of Azo pigments. ganisation
Atlas Life Sciences Private Limited
As part of its strategic diversification into the pharmaceutical
sector, the Company, on March 26, 2024, acquired a 100% equity stake in Atlas Life
Sciences Private Limited, thereby making it a wholly owned undertaking of the Company.
Atlas is a reputed manufacturer of Active Pharmaceutical Ingredients (APIs), with a strong
focus on product innovation, process optimisation, and regulatory compliance. The Company
specialises in therapeutic categories such as anti-convulsants, anti-psychotics, and
anti-diabetics. Its key API portfolio includes Pregabalin, R-Compound, Levosulpiride,
Amisulpride, Gliclazide, and Phenylephrine.
The manufacturing facility, located at Odhav, Ahmedabad, Gujarat, is
equipped with robust infrastructure to cater to both domestic and regulated export
markets.
Atlas Life Sciences (India) Private Limited
To further strengthen its pharmaceutical manufacturing capabilities,
the Company incorporated Atlas Life Sciences (India) Private Limited on April 28, 2022, as
a wholly owned undertaking. The subsidiary was established to focus on the manufacture of
Active Pharmaceutical Ingredients and bulk drugs, thereby supporting backward integration
and enhancing capacity within the API segment.
The Company has successfully commenced commercial production at its new
facility located at Chhatral, Mehsana, Gujarat. The plant is designed for the manufacture
of APIs and intermediates and is expected to play a pivotal role in expanding the
Company's footprint in the pharmaceutical industry through improved scale,
operational efficiency, and market responsiveness.
Plutoeco Enviro Association
Plutoeco Enviro Association is an associate Company of the Company,
incorporated on October 27, 2020, as a Section 8 Company under the Companies Act, 2013,
with the or objectiveofoperatingasanot-for-profit Pursuant to Section 129(3) of the
Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial statements of the Company's
subsidiaries, in Form AOC-1, is appended to the standalone financial statements and forms
part of this Annual Report.
The policy on material subsidiaries, as approved by the Board of
Directors, is available on the Company's website at www.asahisongwon.com.
During the year under review, no Company other than those mentioned
above became or ceased to be a subsidiary, joint venture, or associate of the Company.
FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, and other applicable
provisions, the financial highlights of the subsidiary companies and the associate Company
of the Company for the financial year ended March 31, 2025, are provided below: (All
amounts are in Rs Lakhs, unless otherwise stated)
Particulars |
Asahi
Tennants Colors Private Limited |
Atlas Life
Sciences Private (India) Limited |
Atlas Life
Sciences Private Limited |
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
| Revenue from Operations |
7,067.47 |
5,583.40 |
4,948.00 |
445.74 |
9,315.46 |
9,382.01 |
| Profit Before Tax |
(713.42) |
(1,179.77) |
(468.60) |
(270.64) |
210.77 |
235.17 |
| Profit After Tax |
(591.67) |
(976.89) |
(419.65) |
(199.02) |
145.38 |
172.52 |
ANNUAL ACCOUNTS OF SUBSIDIARY COMPANY
In accordance with the provisions of Section 136 of the Companies Act,
2013, the full financial statements the subsidiary companies comprising the Balance Sheet,
Statement of Profit and Loss, and other relevant reports are not annexed to the standalone
financial statements of the Company. Instead, in adherence to the statutory framework, the
audited financial statements of each subsidiary, along with the related detailed
disclosures, shall be made available on the Company's website at www.asahisongwon.com
and shall be provided to any shareholder upon request. Further, the audited financial
statements of the subsidiary companies shall remain open for inspection by the members at
the RegisteredOfficeof the Company and at the respective registeredofficesof the
subsidiaries, in accordance with applicable regulatory provisions. The Consolidated
Financial Statements of the Company, forming part of this Annual Report, have been
prepared in strict compliance with the applicable Indian Accounting Standards (Ind AS) and
duly incorporate the audited financial information of all subsidiary undertakings. A
summary of the key financial highlights of the subsidiaries, as required under Rule 5 of
the Companies (Accounts) Rules, 2014, is provided in Annexure "A", in the
prescribed format of Form AOC-1, which forms an integral part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the provisions of Regulation 33 and Regulation 34 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), read with other
applicable provisions, your Directors have the pleasure in presenting the Consolidated
Financial Statements of the Company for the financial year ended March 31, 2025. The
Consolidated Financial Statements have been prepared in accordance with the applicable
Indian Accounting Standards (Ind AS) and present a comprehensive view of the financial
position and performance of the Company and its subsidiaries.
FINANCE AND INSURANCE
The Company has availed funded and non-funded credit facilities,
encompassing both working capital and term loan requirements from State Bank of India, The
Federal Bank Limited, Axis Bank Limied and HDFC Bank Limited. To ensure comprehensive risk
coverage, the Company's tangible assets including Plant, Property, Equipment, and
Inventories are secured under an Industrial All Risk (IAR) insurance policy. Additionally,
the Company maintains risk management through supplementary insurance instruments such as
Public Liability Insurance, Marine Transit Coverage, and a Commercial General Liability
(CGL) Policy, thereby safeguarding against contingencies arising from operational
exposures and third-party claims.
Furthermore, the Company has instituted a Directors and Officers
(D&O) Liability Insurance Policy to Directors and Senior Management against legal
liabilities and regulatory exposures arising from their governance roles and fiduciary
obligations.
CREDIT RATING
During the year under review, CARE Ratings Limited reaffirmed and
reviewed the credit ratings assigned to the banking facilities of the Company. The
long-term credit facilities have been rated as CARE A; Positive, indicating adequate
safety with a stable outlook for obligations with a tenure exceeding one year.
Further, the short-term credit facilities of the Company have been
assigned a rating of CARE A1, denoting a strong degree of safety with timely servicing of
financial obligations for facilities with a tenure of up to one year.
These ratingsreflectthe Company's sound financial profile, prudent
risk management, and consistent operational performance.
PUBLIC DEPOSIT
During the financial year under review, the Company has not accepted or
renewed any deposits from the public, as defined under Section 73 of the Companies Act,
2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there
were no outstanding amounts pertaining to principal or interest on such deposits as on
March 31, 2025.
BOARD OF DIRECTORS AND ITS COMMITTEES
Composition of the Board of Directors
As on March 31, 2025, the Board of Directors of the Company comprised
Eight Directors, including four Executive Directors and four Non-Executive Directors, of
whom all are Independent Directors. The composition of the Board is in conformity with the
requirements stipulated under Regulation 17 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and Section 149 of the Companies Act, 2013.
Change in office of Directors and Key Managerial
Personnel of the Company during the year under review and details of
Directors seeking Reappointment at 35th Annual General Meeting Directors liable
to retirement by rotation
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Arjun Gokul
Jaykrishna and Mr. Mitesh Nandubhai Patel, Directors, are liable to retire by rotation at
the ensuing 35th Annual General Meeting and, being eligible, have offered
themselves for re-appointment. The Board of Directors recommends their re-appointment for
approval of the Members.
Profile of Directors seeking appointment/ re-appointment
In accordance with the stipulations prescribed under Regulation 36(3)
of the Securities and Exchange Board of indemnify the India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the detailed particulars pertaining to the
Directors proposed to be appointed or re-appointed at the forthcoming 35th
Annual General Meeting have been annexed to the Notice convening the said Meeting.
Independent Directors
Based on the recommendations of the Nomination and Remuneration
Committee and pursuant to the approval of the Board of Directors, Mr. Anil Jain (with
effect from July 27, 2024), Mr. Sudhin B. Choksey (with effect from August 10, 2024), and
Mr. Samvegbhai A. Lalbhai (with effect from September 2, 2024) were appointed as
Non-Executive Independent Directors of the Company for a fixed term of five consecutive
were subsequently ratified by the Members at the 34th Annual General Meeting in
accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, Mr. Arvind Goenka, Mr. Rajkumar
Sukhdevsinhji, and Dr. Pradeep Jha ceased to hold office August 11, 2024 upon the
conclusion of their second consecutive term as Independent Directors, in compliance with
the statutory tenure limitations prescribed under the Companies Act, 2013. The Board
places on record its deep appreciation for their invaluable contributions, strategic
direction, and unwavering commitment during their respective tenures.
Further, Mr. Jayprakash M. Patel, Non-Executive Independent Director,
tendered his resignation from the Board with effect from August 10, 2024, owing to
preoccupations arising from professional and personal commitments. Similarly, Mr. Munjal
M. Jaykrishna, Non-Executive Non-Independent Director, resigned from the Board with effect
from December 27, 2024, due to professional exigencies. The Board acknowledges and
sincerely appreciates the counsel, expertise, and significant contributions made by them
towards the growth and governance of the Company.
Key Managerial Personnel
In consonance with the provisions enshrined under Sections 2(51) and
203 of the Companies Act, 2013, read together with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following individuals were serving
as the Key Managerial Personnel ("KMP") of the Company as at March 31, 2025:
Mr. Gokul M. Jaykrishna, Joint Managing Director and Chief Executive
Officer
Mr. Pratik Shah,ChiefFinancialOfficer Mr. Saji Varghese Joseph, Company
Secretary Mr. Alok Jhawar resigned from the position of Chief Financial Officer and
consequently ceased to be a Key Managerial Personnel of the Company with effect from the
close of business hours on October 4, 2024.
Subsequently, Mr. Pratik Shah was appointed as the Chief as a Key
Financial Officer Managerial Personnel (KMP) with effect from September 10, 2024, pursuant
to the provisions of Section 203 of the Companies Act, 2013.
It is further noted that Mr. Gokul M. Jaykrishna, in addition to his
responsibilities as the Joint Managing Director and Chief Executive Officer Managing
Director & CEO of Asahi Tennants Color Private Limited, a subsidiary undertaking. In
consideration of his services rendered to the said subsidiary, he received a remuneration
amounting to Rs 84 lakh during the financial year 2024 25. years. Their appointments
Similarly, Mr. Arjun G. Jaykrishna, Executive Director of the Company, also holds the
office of Managing Director at Atlas Life Sciences Private Limited, another wholly owned
subsidiary undertaking. He was remunerated Rs 48 lakh by the said subsidiary during the
aforementioned financial year.
Similarly, Mr. Mitesh N. Patel, Executive Director of the Company, also
holds the office of Executive Director Tennants Color Private Limited, a subsidiary
undertaking. He was remunerated Rs 16.49 lakh by the said subsidiary during the
aforementioned financial year.
Women Director
The composition of the Board of Directors of the Company includes two
women Directors, namely Mrs. Paru M. Jaykrishna and Mrs. Shivani Revat Lakhia. Mrs.
Shivani Revat Lakhia serves as an Independent Director, thereby ensuring compliance with
both gender diversity and independence criteria.
This composition is in accordance with the provisions of Section 149(1)
of the Companies Act, 2013, read with Rule 3 of the Companies Qualification of
(Appointment and Directors) Rules, 2014, which mandates the appointment of at least one
woman director on the Board of prescribed classes of companies.
Furthermore, the Company complies with Regulation 17(1) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to have at least one independent woman director. The presence of both a
woman promoter-director and a woman independent director reflects the Company's
strong commitment to governance, diversity, and balanced Board composition.
Policy on Directors' appointment and Policy on remuneration
Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of
the Companies Act, 2013, the Company has formulated and adopted a policy outlining the
framework for appointment of Directors to the Board, including the criteria for
determining qualifications, positive attributes, and the independence of Directors. The
policy also delineates the principles governing the remuneration of Directors, Key
Managerial Personnel, and other employees of the Company.
The aforementioned policy is available for reference on the Company's
website at the following link: https://www. asahisongwon.com.
Particulars of remuneration of Directors/KMP/ Employees'
Disclosures relating to remuneration and other pertinent details, as
mandated under Section 197(12) of the Companies Act, 2013, read together with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
appended hereto as Annexure "D" and form an integral part of this Report.
Criteria for Determining Qualifications,
Attributes and Independence of a Director
The Nomination and Remuneration Committee has formulated a
comprehensive Nomination, Remuneration and Evaluation Policy, which sets out the criteria
for determining the qualifications, positive attributes, and independence of Directors.
This is in accordance with the requirements of Section 178(3) of the Companies Act, 2013,
and is fully aligned with the provisions of Regulation 19(4) and Part D of Schedule II of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The policy also
provides the framework for Board diversity and performance evaluation and is available on
the Company's website. It forms an integral part of this Report.
Declaration of independence
The Company has obtained the requisite declarations from its
Independent Directors pursuant to Section 149(7) of the Companies Act, 2013, affirming
that they of independence as prescribed under Section 149(6) of the Companies Act, 2013,
and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board hereby confirms that all such
Independent Directors continue to satisfy the prescribed criteria of independence under
the Companies Act, 2013 and the aforementioned Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Furthermore, the
Company confirms that no pecuniary transactions, other than the payment of sitting fees
for Board and Committee meetings, have been undertaken with any of the Independent
Directors during the year under review.
Certificate from Practicing Company Secretary
Pursuant to Regulation 34(3) and Schedule V, Part C, Clause 10(i) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, M/s. Shyamsingh Tomar & Associates, Company
Secretaries in Practice, Ahmedabad, has certified of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as Directors
by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any
other statutory authority as on March 31, 2025. This certificate to, and forms an integral
part of, the Corporate Governance Report included in this Annual Report.
BOARD EFFECTIVENESS
a. Familiarization Programme for the Independent Directors
The Company has implemented a meticulously structured Familiarisation
Programme aimed at equipping all Directors, particularly Independent Directors, with a
thorough understanding of their statutory duties and obligations as prescribed under the
Companies Act, 2013, alongside other pertinent regulatory frameworks. This programme
ensures that Directors remain well-informed about the Company's Positive governance
framework, their fiduciary roles, rights, and responsibilities, as well as the operational
landscape and strategic contours of the industry in which the Company functions.
In accordance with Regulation 25(7) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI LODR Regulations"), the Familiarisation Programme includes regular
updates on the Company's performance, industry developments, and regulatory changes.
Directors are periodically briefed on key aspects of the business such as manufacturing
operations, product segments, and strategic initiatives to ensure a deep and practical
understanding of the Company's business model, operational environment, and growth
trajectory.
A comprehensive exposition of the Familiarisation fulfill the criteria
Programme is encapsulated within the Corporate Governance Report, annexed to this Annual
Report.
b. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation
25(3) and (4) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors, at their meeting
held on July 27, 2024, undertook a comprehensive evaluation of the performance of the
Non-Independent Directors and the Chairperson of the Company. This evaluation was
conducted after duly considering the perspectives of the Executive and Non-Executive
Directors. Furthermore, the Board collectively assessed the quality, adequacy, and
timeliness of the flow of information between the Company's Management and the Board.
Concurrently, the Nomination and Remuneration Committee also undertook the evaluation of
the performance of each Director.
The individual Directors were assessed against a range of parameters,
including their active participation in Board and Committee meetings, substantive
contribution to strategic deliberations, identification and suggestion of risk mitigation
measures, establishment of internal controls, adherence to governance standards,
leadership qualities, talent development initiatives, and engagement with external
stakeholders. The evaluation of the various is annexed Sub-committees was based upon
criteria such as their composition, efficacy in fulfilling the the periodicity and
relevance of their recommendations to the Board.
Based on the assessments conducted by the Independent
DirectorsandtheNominationandRemunerationCommittee, supplemented by
individual and collective feedback from the Non-Independent Directors, the Board completed
its Annual Performance Evaluation of the Directors individually, as well as an appraisal
of the Board's collective functioning and that of its Committees. The methodology and
criteria employed in this evaluation process are elaborated in the Corporate Governance
Report annexed hereto. Independent Directors are routinely apprised of prevailing industry
and market trends, operational and process performance of the Company's manufacturing
facilities through detailed presentations and periodic plant visits. Additionally, they
receive periodic updates on the evolving landscape of Corporate Governance, their
fiduciary duties, and relevant statutory and regulatory developments. During the course of
the Independent Directors' meeting held in the year, a specific evaluation of the
Chairperson's performance was undertaken, considering aspects such as providing
strategic guidance to the Board and safeguarding its independence. Similarly, the
performance of the Non-Independent Directors was reviewed with regard to their
contribution towards the Company's growth, strategic initiatives, and effectiveness
in Board deliberations.
DIVERSITY OF THE BOARD
The Company acknowledges and embraces the strategic importance of
promoting diversity on its Board of Directors. It recognises that a diverse Board
comprising individuals with varied skills, backgrounds, experiences, and perspectives is
essential for driving innovation, enhancing governance, and maintaining a sustained
competitive advantage in the dynamic sectors in which the Company operates. The Company
has adopted a Board Diversity Policy, which outlines its approach to ensuring an
appropriate mix of executive, non-executive, independent, and women directors on the
Board. This Policy is formulated in accordance with Regulation 19(4) read with Part D of
Schedule II of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in context of the role of the Nomination and
Remuneration Committee in determining diversity criteria.
The Board Diversity Policy is available on the Company's website
at www.asahisongwon.com.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors, to the best of their knowledge and belief,
hereby confirm that:
i) In the preparation of the annual financial statements for the
financial year ended March 31, 2025, the Company has adhered to the applicable accounting
standards, providing detailed explanations for any material departures, if applicable;
ii) The Directors have selected and consistently applied appropriate
accounting policies, and have exercised judicious and prudent judgement and estimates to
present a true and fair view of the state of affairs of the Company as at the close of the
financial year, and of its profit and loss for the period under review;
iii) Adequate and proper care has been taken in maintaining
sufficientaccounting records as mandated by the Companies Act, 2013, ensuring the
safeguarding of the Company's assets and the prevention and detection of fraud and
other irregularities;
iv) The annual financial statements have been prepared on a going
concern basis;
v) The Company has established robust internal financial controls,
which have been appropriately designed, implemented, and found to be operating effectively
during the year under review; and vi) Effective systems have been devised and maintained
to ensure compliance with all applicable laws, which have been regularly monitored and
found to be adequate and functioning
Number of Meetings of the Board of Directors
The Board of Directors convenes at regular intervals to deliberate on
and approve key matters including financial results, business strategies, policy
decisions, and other operational and compliance-related issues. A tentative annual
calendar of Board and Committee meetings is circulated in advance to ensure meaningful
participation by all Directors.
During the financial year under review, six Board meetings were held,
in addition to meetings of various Board Committees. The gap between any two consecutive
meetings did not exceed 120 days, thereby ensuring compliance with the provisions of
Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations"). Detailed disclosures regarding the dates of
meetings and attendance of Directors are provided in the Corporate Governance Report,
which forms an integral part of this Annual Report.
In line with technological facilitation and regulatory allowances under
Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company provides its Directors with the option to attend Board and Committee
meetings through video conferencing and other audiovisual means.
Further, in compliance with the provisions of Schedule IV of the
Companies Act, 2013 and Regulation 25(3) and 25(4) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate
meeting of the Independent Directors was held on July 27, 2024. The Independent Directors,
without the presence of Non-Independent Directors or members of management, reviewed
matters as specified in Clause VII(3) of Schedule IV, including the performance of the
Chairperson, Non-Independent Directors, the Board as a whole, and the flow of information
to the Board. All Independent Directors were present at this meeting.
STATUTORY COMMITTEES OF THE BOARD
The Company has constituted five in accordance with applicable laws and
regulations. These Committees are:
1. Audit Committee
2. Nomination and Remuneration Committee 3. Corporate Social
Responsibility Committee 4. Stakeholders' Relationship Committee 5. Risk Management
Committee
Audit Committee
The Audit Committee comprises three Directors, two of them are
Independent Directors. Mr. Anil Jain is the Chairman of the Committee. The composition of
the Audit Committee complies with the requirements of Section 177 of the Companies Act,
2013, and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Company Secretary acts as the
Secretary to the Committee. The Joint Managing Director & CEO, Chief Financial
Officer, and Auditors are permanent invitees to the meetings of the
Committee.
The terms of reference of the Audit Committee, details of the meetings
held including dates and attendance, and the remuneration paid to its members are provided
separately in the Corporate Governance Report attached to this Annual Report. The Company
has instituted a comprehensive Internal Audit system commensurate with its size and
operations. During the year under review, the Board accepted all recommendations made by
the Audit
Committee.
Further information regarding the Audit Committee is included in the
Corporate Governance section of this Annual Report.
Corporate Social Responsibility Committee
In accordance with the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors of the Company has constituted a Corporate Social Responsibility
("CSR") Committee. The Committee is chaired by Mrs. Paru M. Jaykrishna,
Chairperson and Managing Director of the Company. The other members of the Committee are
Mr. Anil Jain and Mrs. Shivani Lakhia, both Independent Directors.
The Company has adopted a comprehensive CSR Policy, which is accessible
on the Company's website. The CSR Committee submits details of the activities
proposed to be undertaken during the year to the Board for its consideration and approval.
A detailed report on CSR activities is annexed hereto as Annexure "G",
forming part of this Report.
Nomination and Remuneration Committee
The constitution and terms of reference of the Nomination and
Remuneration Committee of the Company are in full compliance with Section 178 of the
Companies Act, 2013, as well as Regulation 19 and Part D of Schedule II of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. As at March 31, Board-levelCommittees 2025, the Nomination and Remuneration
Committee comprises three Non-Executive Independent Directors: Mrs. Shivani Lakhia, who
serves as Chairperson, alongside Mr. Anil Jain and Mr. Samveg Lalbhai as members. Further
details concerning the Nomination and Remuneration Committee are provided in the Corporate
Governance Report, which forms an integral part of this Annual Report.
Stakeholders Relationship Committee
The Stakeholders' Relationship Committee is vested with the
critical mandate of overseeing all matters pertaining to the transfer of securities and
the expeditious resolution of grievances lodged by shareholders, investors, and other
security holders. The constitution and terms of reference of the Committee are duly framed
in strict compliance with Section 178(5) of the Companies Act, 2013, and Regulation 20
read with Part D of Schedule VI of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Risk Management Committee
In accordance with Regulation 21 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has duly constituted a Risk Management Committee. A robust Risk Management Policy has been
formulated, delineating the Committee's mandate, roles, and responsibilities,
ensuring comprehensive oversight and proactive mitigation of risks in strict adherence to
the prescribed regulatory framework.
AUDITORS RELATED MATTERS a. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
the applicable rules framed thereunder, and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations"), M/s. Talati & Talati LLP, Chartered Accountants, Ahmedabad (Firm
Registration No. 110758W/W100377), were appointed as the Statutory Auditors of the Company
for a period of five consecutive years, commencing from the conclusion of the 32nd
Annual General Meeting until the conclusion of the 37th Annual General Meeting,
to be held in the calendar year 2027. The Statutory Auditors have audited the standalone
and consolidated financial statements of the Company for the financial year ended March
31, 2025, and have issued their report thereon. The Audit Report, as submitted by M/s.
Talati & Talati LLP, is free from any qualification, reservation, or adverse remark,
and is annexed to the Annual Report, forming an integral part thereof.
The observations made in the Auditors' Report are self-explanatory
and do not call for any further comments under Section 134(3)(f) of the Companies Act,
2013. Further, the Company has received a declaration from the Statutory Auditors
confirming that their appointment is in accordance with the provisions of Sections 139 and
141 of the Companies Act, 2013. They have affirmed that they meet the criteria of
independence as prescribed under the Companies Act, 2013, the rules framed thereunder, as
well as Regulation 33(1)(d) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the Auditors
have confirmedthat they have undergone the peer review process conducted by the Institute
of Chartered Accountants of India (ICAI) and hold a valid Peer Review Certificate issued .
by the Peer Review Board of the ICAI.
b. Cost Auditors
During the financial year under review, the requirement for conducting
a cost audit was not applicable to the Company.
c. Secretarial Auditors
In accordance with the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has appointed M/s. Shyamsingh Tomar & Associates, Company
Secretaries, Ahmedabad, to conduct the Secretarial Audit of the Company for the Financial
Year 2024 2025 (April 1, 2024 to March 31, 2025). The Secretarial Audit Report for the
Financial Year 2024 2025, issued in the prescribed Form MR-3, is annexed to this Report as
Annexure "H" and forms an integral part of this Annual Report.
The Secretarial Audit Report contains certain observations which, in
the opinion of the Board, do not have any material impact on the financial position or
operational performance of the Company. During the year under review, the Company was
levied penalties by the National Stock Exchange of India Limited and BSE Limited under
Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, pertaining to non-compliance for the quarters
ended September 30, 2024, and December 31, 2024. The penalties, as invoiced by the
National Stock Exchange and BSE Limited, have been duly paid by the Company.
Further, in accordance with Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations") and the provisions of Section 204 of the
Companies Act, 2013 read with the applicable rules thereunder, a listed Company is
required to appoint a Secretarial Auditor.
Accordingly, based on the recommendation of the Audit Committee, the
Board of Directors at its meeting held on May 8, 2025, approved the proposal to appoint
SPANJ & Associates, Practising Company Secretaries, as the Secretarial Auditors of the
Company for a period of five consecutive financial years, from Financial Year 2025 26 to
Financial Year 2029 30, subject to the approval of the members at the ensuing Annual
General Meeting.
SPANJ & Associates have consented to the appointment and confirmed
their eligibility in accordance with the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
d. Internal Auditors
M/s. Fenil P. Shah & Associates, Chartered Accountants, Ahmedabad,
were appointed as the Internal Auditors for Financial Year 2024 25 by the Board, based on
the Audit Committee's recommendation. They conduct quarterly reviews of the
Company's internal controls and submit their findings to the Audit Committee. The
internal audit scope is approved by the Committee and focuses on key operational and
financial areas, supporting asset protection, regulatory compliance,andprocess
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
Pursuant to the provisions of Section 143(12) of the Companies Act,
2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, and Regulation
18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Statutory Auditors and Secretarial Auditors of the
Company have confirmed that, during the year under review, no instances of fraud by or
against the Company involving its officers Committee, which would otherwise require
disclosure in the Board's Report.
POLICY MATTERS
Nomination, Remuneration and Evaluation Policy
In accordance with the provisions of Section 178(3) and Section 178(4)
of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration
Committee has framed and recommended a comprehensive Nomination,
Remuneration and Evaluation Policy, duly adopted by the Board. The Policy sets out the
criteria for determining qualifications, competencies, positive attributes, and
independence of Directors (Executive and Non-Executive) and outlines the framework for
remuneration of Directors, Key Managerial Personnel (KMPs), and other senior employees.
The Policy ensures an objective and transparent process aligned with the Company's
long-term interests and statutory obligations.
The said Policy forms part of this Board's Report and is annexed
hereto as Annexure "D".
Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil
Mechanism through a duly formulated.
The policy enables Directors and Employees to report genuine concerns
regarding unethical conduct, suspected fraud, or violation of the Company's Code of
Conduct, in a secure and confidential manner. It provides for direct access to the
Chairperson of the Audit Committee and ensures that whistle-blowers are protected against
any form of retaliation or victimization.
The policy has been widely disseminated across the organization,
including its various units and locations, and is also accessible on the Company's
website at: http:// www.asahisongwon.com/pdf/Policy%20of%20Whistle%20 Blower%20Policy.pdf.
Corporate Social Responsibility Policy
In compliance with Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, and the relevant
provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a
Corporate Social Responsibility Committee and adopted a detailed CSR Policy.
The CSR Policy outlines the Company's commitment to contribute
towards sustainable development and social welfare, and it specifies the focus areas,
implementation strategy, and governance framework for CSR activities. The policy is
available on the Company's website at: http://
www.asahisongwon.com/pdf/Policy%20on%20CSR.pdf. The Company's CSR initiatives during
the financial year focused on key areas such as Healthcare and Education, Infrastructure
Development, Sustainable Livelihood, and Social Empowerment & Welfare. A comprehensive
report on CSR activities undertaken during the year is appended to this Report as Annexure
"G".
Risk Management Policy
In accordance with Regulation 21 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Risk
Management Committee Charter adopted by the Board of Directors, the Company has formulated
a comprehensive Enterprise Risk Management Policy.
This policy provides a structured, consistent, and continuous approach
across the organization for the identification, assessment, mitigation, and reporting of
key risks and opportunities that may impede or enhance the achievement of the
Company's strategic objectives.
During the year, the Company strengthened its risk governance structure
by enhancing the Enterprise Risk Management (ERM) Charter and Policy, institutionalizing a
formalized framework encompassing Risk Evaluation, Mitigation Planning, Governance, and
Reporting mechanisms.
For a detailed overview of the risk framework and key risk outcomes,
stakeholders are requested to refer to the Enterprise RiskManagementsectionintheManagement
Discussion and Analysis Report. years, in accordance with the provisions of
Dividend Policy
In accordance with Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has adopted a comprehensive Dividend Distribution Policy that outlines the
Company's philosophy and guiding principles for the declaration of dividends.
The Policy delineates the key internal and external parameters
considered by the Board, indicative payout ranges, the periodicity of dividend
declaration, and exceptional circumstances under which dividend distribution may be varied
or suspended.
The Policy is appended as Annexure "F" to this Report
and is also accessible on the Company's website at: http://www.
asahisongwon.com/pdf/Dividend-Policy.pdf.
CASH FLOW STATEMENT
In compliance with Regulation 34(2)(c) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in
accordance with Indian Accounting Standard (Ind AS) 7 Statement of Cash Flows, the Company
has prepared and appended the Cash Flow Statement as part of the standalone and
consolidated financial statements for the financial year ended March 31, 2025.
EXPORT HOUSE STATUS
The Company continues to hold the prestigious status of a "Two
Star Export House", granted by the Office of the Development Commissioner, Kandla
Special Economic Zone, Gandhidham, Kutch, under the provisions of the Foreign Trade Policy
2015 2020. This recognition remains valid until December 31, 2030.
RESEARCH AND DEVELOPMENT (R&D)
The Company operates a dedicated Research and Development Centre. The
R&D function remains focused on continual improvement in product quality, cost
optimization, innovation in product development, and sustainable environmental practices.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
The Company has not received any significant or material orders passed
by any regulatory authority, court or tribunal which shall impact the going concern status
and Company's operations in future.
ANY REVISION MADE IN FINANCIAL STATEMENTS OR BOARD'S REPORT
During the year under review, the Company has not undertaken any
revision of its Financial Statements or the Board's Report in respect of any of the
three preceding financial 131 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013, have been appropriately disclosed in
the financial statements forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered into by the Company during the
financial year under review were in the ordinary course of business and on an arm's
length basis, and thus fall within the purview of the exemptions provided under Section
188(1) of the Companies Act, 2013.
No contracts or arrangements with related parties were entered into
which could be considered material in nature or that may have a potential conflict with
the interests of the Company.
A statement summarizing all related party transactions, including their
nature, value, and terms, is presented to the Audit Committee on a quarterly basis, in
compliance with Regulation 23 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
As all related party transactions were conducted on an arm's
length basis and in the ordinary course of business, the disclosure in Form AOC-2 under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
is not applicable.
Further, the Company has adopted a Policy on Materiality of Related
Party Transactions and on dealing with related party transactions, as mandated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said policy is available on the Company's website at
www.asahisongwon. com. All related party transactions undertaken by the Company during the
financial year were in the ordinary course of business and on an arm's length basis,
thereby falling within the exemptions under Section 188(1) of the Companies Act, 2013.
No transactions entered into with related parties were material in
nature or posed any potential conflict with the interests of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the provisions of Regulation 34(2)(e) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations"), the Management Discussion and
Analysis Report, delineating the Company's operational and
financial performance, strategic initiatives, risk management framework, industry trends,
and forward-looking outlook, forms an integral component of this Annual Report.
CORPORATE GOVERNANCE
In compliance with Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a strong corporate governance framework. The Corporate Governance Report,
attached as Annexure "J", provides details on the Company's
governance structure, including the composition and functioning of the Board and its
Committees—namely, the Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social
Responsibility Committee.
The Report encapsulates disclosures on the frequency and conduct of
Board and Committee meetings, roles and responsibilities, independence of directors, and
key oversight functions undertaken during the financial year. A certificate affirming
compliance with the corporate governance stipulations under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued
by M/s. Shyamsingh Tomar & Associates, Practising Company Secretaries, Ahmedabad, is
annexed and forms part of this Report.
Further, pursuant to Regulation 17(8) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
compliance certificate jointly executed by the Joint Managing Director & CEO and the
Chief Financial Officer, certifying the integrity of financial statements, adequacy of
internal controls, and adherence to applicable accounting standards, is appended hereto.
CODE OF CONDUCT
In accordance with Regulation 26(3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
provisions of the Companies Act, 2013, the Company has formulated and implemented a Code
of Conduct applicable to its Board of Directors and Senior Management Personnel. The Code
underscores the principles of ethical business conduct, regulatory compliance, integrity,
accountability, and commitment to the Company's stakeholders.
All members of the Board and the Senior Management have provided annual
declarations of compliance with the Code as on March 31, 2025. A declaration to this
effect, signed by the Managing Director, is incorporated in the Corporate Governance
Report. The Code is publicly available on the Company's website at:
www.asahisongwon.com.
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED
PRICE SENSITIVE INFORMATION
In accordance with Regulation 8 of the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Board of Directors has adopted a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The
objective of this Code is to ensure timely, accurate, and transparent disclosure of
material information in a non-discriminatory manner. It aims to maintain the
confidentiality of UPSI, promote uniform dissemination, and ensure that all stakeholders
have equal access to such information, thereby upholding market integrity and investor
confidence.
The said Code is hosted on the Company's website reflecting its
and can be accessed at the following link: https://www.
asahisongwon.com/pdf/Asahi%20Songwon%20Colors%20
Code%20of%20Practices%20and%20Procedure%20 for%20Fair%20Disclosure%20of%20Unpublished%20
Price%20Sensitive%20Information.pdf.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Regulating, Monitoring,
and Reporting of Trading by Designated Persons, as mandated under the SEBI (Prohibition of
Insider Trading) Regulations, 2015. The Code establishes comprehensive procedures for
pre-clearance, restricted trading periods, disclosures of holdings and trades, and
reporting obligations, aimed at mitigating the risk of misuse of UPSI by insiders.
All designated persons are bound by the Code and are subject to
disciplinary action for non-compliance. The Code is accessible on the Company's
website at: www. asahisongwon.com.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo is given as per Annexure "C" hereto forming part of this Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has established a robust internal financial control
framework, commensurate with the size, nature, and complexity of its operations. This
framework comprises policies, procedures, authorization matrices, clearlydefined and
segregation of duties to ensure efficient operations, safeguard assets, prevent and detect
frauds and errors, and ensure the integrity of financial reporting.
The effectiveness of these controls is periodically reviewed by the
management and is further evaluated through regular internal audits conducted by an
independent Chartered
Accountant. The Audit Committee reviews internal audit findings,
statutory audit observations, and recommends necessary corrective actions for continuous
improvement. A detailed commentary on the adequacy of internal financial controls with
reference to the financial statements is also provided under the Management Discussion and
Analysis Report, which forms an integral part of this Annual Report.
CERTIFICATIONS
The Company's manufacturing facility at Vadodara is certified
under ISO 9001:2015 for Quality Management Systems and ISO 14001:2015 for Environmental
Management Systems, commitment to globally recognised standards in quality and
environmental sustainability.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PRHIBITION & REDRESSAL) ACT, 2013
In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, and Regulation 34(3) read with Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a comprehensive policy on the prevention of
sexual harassment at the workplace. The policy outlines a structured framework for
prevention, prohibition, and redressal of sexual harassment and aims to ensure a safe,
secure, and dignified working environment for all employees, with special emphasis on the
well-being of women employees.
The policy is applicable to all women employees whether permanent,
temporary, contractual, or trainees and has been communicated widely across the
organisation, including prominent display on notice boards at all operating sites.
During the financial year under review, the Company did not receive any
complaints relating to sexual harassment at the workplace.
ENVIRONMENT, HEALTH AND SAFETY
The Company upholds its commitment to environmental protection and
occupational safety through robust compliance with applicable laws including the Water
Act, Air Act, Environment Protection Act, and Factories Act. Its EHS practices are
periodically reviewed and enhanced. A modern effluent treatment plant ensures that
wastewater discharge remains within GPCB norms. Treated water is reused wherever feasible,
and solid waste is disposed of at approved sites. The Company has developed a greenbelt
and undertaken various sustainability initiatives, reinforcing its commitment to a clean,
safe, and responsible working environment.
PARTICULAURS OF EMPLOYEES AND RELATED DISCLOUSRES
Pursuant to the provisions of Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the requisite disclosures relating to the remuneration of Directors and Key
Managerial Personnel are annexed as Annexure "E", forming an integral
part of this Board's Report.
REGISTRAR AND SHARE TRANSFER AGENT
During the year under review, the Registrar and Share Transfer Agent
("RTA") of the Company changed its name from Link Intime India Private Limited
to MUFG Intime India Private Limited. The address, contact details, and scope of services
rendered by the RTA remain unchanged.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to provisions of Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
requirement to submit a Business Responsibility and Sustainability Report not applicable
to the Company for the financial year ended March 31, 2025.
INDUSTRIAL RELATIONS
During the year under review, the Company sustained an environment of
constructive and harmonious industrial relations across all operational tiers. The
unwavering commitment, professionalism, and diligence of the workforce significantly
contributed to reinforcing the Company's competitive positioning and operational
resilience.
COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to Section 118(10) of the Companies Act, 2013, and in
accordance with Regulation 17(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors affirms
applicable Secretarial Standards SS-1 and SS-2 issued by the Institute of Company
Secretaries of India, relating to the conduct of Meetings of the Board of Directors and
General Meetings, respectively, during the financial year under review.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
In accordance with the disclosure requirements under Rule 8(5)(xi) of
the Companies (Accounts) Rules, 2014, it is confirmed that no application was made and no
proceedings were pending against the Company under the Insolvency and Bankruptcy Code,
2016 during the year under review.
GREEN INITIATIVE
In line with the Green Initiative of the Ministry of Corporate Affairs
and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company continues to send shareholder
communications, including the Annual
Report and Notices, electronically to shareholders with registered
email addresses, thereby promoting sustainability and reducing environmental impact.
APPRECIATIONANDACKNOWLEDGEMENTS
The Board of Directors expresses its sincere appreciation for the
continued support and cooperation extended by the Government of India, the Government of
Gujarat, regulatory authorities, electricity distribution companies, and the
Company's bankers. Their valuable assistance has been instrumental in enabling the
Company to pursue its strategic objectives.
The Directors also place on record their deep appreciation for the
unwavering commitment, diligence, and thattheCompany hascompliedwith the professionalism
demonstrated by the employees at all levels. Their dedication and contribution have played
a vital role in sustaining the Company's performance and driving operational
excellence.
The Board is also grateful to the shareholders for their enduring
trust, confidence, and encouragement, which continue to inspire the Company's pursuit
of long-term value creation.
|
For and on behalf of the Board of Directors |
Place: Ahmedabad |
Paru M. Jaykrishna |
Date: May 08, 2025 |
Chairperson & Mg. Director |
|
DIN: 00671721 |
Registered Office: |
|
| "Asahi House" |
|
| 20, Times Corporate Park |
|
| Thaltej Shilaj Road |
|
| Thaltej, Ahmedabad 380 059 (India) |
|
| CIN:L24222GJ1990PLC014789 |
|
