To
The Members,
Deco Mica Limited
CIN: L20299GJ1988PLC010807
Your directors are pleased to present the Thirty-Seven 37th
Annual Report on the business and operations
of the Company along with the Audited Financial Statements for the
financial year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE:
The Financial Performance of the Company for the financial year ended
31st March, 2025 is summarized below:
| PARTICULARS |
Current year |
Previous Year |
|
(For the year ended 31.03.2025) |
(For the year ended 31.03.2024) |
| Sales |
7606.30 |
7727.18 |
| Other Income |
165.67 |
22.66 |
| Total Income |
7771.97 |
7749.84 |
| Depreciation |
158.06 |
127.20 |
| TAX |
312.87 |
353.44 |
| Current Tax |
121.00 |
128.50 |
| Tax Expenses related to prior year |
6.35 |
8.19 |
| Deferred Tax |
(9.28) |
(14.24) |
| Profit/(Loss) for the year |
194.80 |
230.98 |
| Other Comprehensible Income |
(2.50) |
(11.05) |
| Total Comprehensible Income for the year |
192.30 |
219.93 |
| Earnings per share (Rs.) : |
|
|
| Basic |
4.64 |
5.50 |
| Diluted |
4.64 |
5.50 |
2. OVERVIEW OF COMPANY'S PERFORMANCE
The Key points pertaining to the business of the Company for the year
2024-25 and period preceding thereto have been given hereunder:
• The total revenue of the Company during the financial
year 2024-25 was Rs. 7771.97/- (Amount in Lakhs) against the total revenue of Rs.
7749.84/- (Amount in Lakhs) in the previous financial year 2023-24.
• The Profit after tax was Rs. 194.80/- (Amount in Lakhs)
for the financial year 2024-25 which has increased as compared to the Profit after tax of
Rs. 230.98/- (Amount in Lakhs) in the previous financial year 2023-24.
3. SHARE CAPITAL
The authorised Share Capital of the company is Rs. 5,00,00,000 (Five
Crore Rupees only) divided into 50,00,000 equity Shares of Rs.10/-.
The Paid-up Share capital of the Company as on March 31, 2025 is Rs.
4,20,00,000 divided into 42,00,000 equity shares of Rs. 10/- each fully paid up. There is
no increase in capital of the Company.
There was no change in the share capital of the Company during the year
under review.
4. STATE OF COMPANY'S AFFAIRS
Pursuant to Section 134 (3) (i) of the Companies Act, 2013, the board
of directors State that during the year under review, the Company has earned profit after
tax of Rs. 194.80 (Amount in Lakhs). Your directors are continuously looking for avenues
for future growth of the Company.
5. DIVIDEND:
Keeping in view the future strategic initiatives of the Company,
Pursuant to section 134(3)(k) of the Companies Act,2013 the Board has not recommended any
dividend for the year ended 31 March, 2025.
6. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE
APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) During the year under
review, the Company was not required to transfer any dividend amount to account of IEPF.
7. TRANSFER TO RESERVES:
For the financial year ended 31st March, 2025, the Company is not
carrying any amount to General Reserve Account.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate and effective internal controls to provide
reasonable assurance on achievement of its operational, compliance and reporting
objectives. The Company has reviewed and discussed with the Management the Company's
major financial risk exposures and taken steps to monitor and control such exposure.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary or Joint Venture or Associate
Company.
10. DEPOSITS:
During the year ended March 31, 2025, the Company has not accepted any
public deposits during the Financial Year.
11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is not required to prepare the
business responsibility and sustainability report.
12. DISCLOSURE RELATING TO MANAGERIAL REMUNERATION:
The remuneration details of paid to the Directors in accordance with
the Nomination and Remuneration policy formulated in accordance with section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI LODR (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force).
The remuneration details of Directors and Key Managerial Personnel and
ratio of remuneration of each Director and Key Managerial Personnel to the median of
employees' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and names and
particulars of remuneration of top ten employees in terms of remunerationdrawn in
accordance with the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Annual Report as "Annexure-A"
13. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, applicable Secretarial Standards issued
by the Institute of Company Secretaries of India ("ICSI"), i.e. Secretarial
Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively, have been duly complied by the Company.
14. STATUTORY AUDITORS:
At the 33rd Annual General Meeting held on 29th day of
September, 2022, M/s J.T. Shah & Associates, Chartered Accountants (FRN: 109616W) was
appointed as statutory auditors of the company to hold office till the conclusion of the
38th Annual General Meeting to be held for the financial year 2026-2027.
There are no qualifications or adverse remarks in the Auditors'
Report which require any Clarification/ explanation. The Notes on financial s tatements
are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st
March, 2025 is annexed herewith for your kind perusal and information as "Annexure:
B".
15. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204(1) of the Act read with Rule
9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) and
Regulation 24A of the Listing Regulations, the Company has appointed M/s Govil Rathi &
Associates, Company Secretary in Practice, to undertake Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year 2024-25 submitted by him in the
prescribed form MR-3 forms part of this Annual Report as "Annexure-C".
A Secretarial Compliance Report for the FY ended March 31, 2025 on
compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder,
was obtained from M/s Govil Rathi & Associates, Company Secretary in Practice, and
submitted to the stock exchange.
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:
During the year under review, 13 (Thirteen) meetings of the Board of
Directors were held. Details on Composition of the Board and its Committees, including the
dates and terms of reference is provided in the Corporate Governance Report which forms
part of this Annual Report.
17. MATERIAL CHANGES AND COMMITMENTS:
There are no such material changes and commitments, affecting the
financial position of the Company which has occurred between the end of the financial year
ended March 31, 2025 and the date of report.
18. PARTICULARS OF EMPLOYEE:
There are no employees employed by the Company throughout the financial
year or for a part of the financial year who were drawing remuneration above the limits
provided in section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore
there are no details required to be given in the report.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) M r. V ishal V ijay Bhai
Agarwal (DIN: 01763739) who retires by rotation, and being eligible, has offered himself
for reappointment. The Board has recommended his reappointment. b) Declaration by an
Independent Director(s): A declaration by an Independent Directors that they meet the
criteria of independence as provided in subsection (6) and (7) of Section 149 of the
Companies Act, 2013 has not been received and there has been change in the circumstances
affecting their status as Independent Directors of the Company, As both the Independent
Directors, Nupur Bipinchandra Modi (DIN: 08261303) and Gunjan Yogesh Pandya (DIN:
08493307), have not cleared the Online Proficiency Self-Assessment Test within the
stipulated timeframe specified by the Indian Institute of Corporate Affairs (IICA), and
are not exempt from giving the examination, as on the current date their failure to
attempt the Online Proficiency Self-Assessment Test makes them ineligible to hold the
position of Independent Director.
During the Financial year under review, In the Meeting of Board of
Director dated 11th October 2024, upon recommendation of the Nomination and Remuneration
Committee, approved the appointment of Ms. Anjali Shivsharan Upadhyay (DIN: 10758883), on
the Board of Director of the Company as an Additional Non-Executive Independent Director
of the company for a period of five years w.e.f. September 26, 2025, subject to approval
of the Members. Accordingly, Shareholders of the Company in its 37th Annual
General Meeting held on September 26, 2025Ms. Anjali Shivsharan Upadhyay (DIN: 10758883),
regularised as Non-Executive Independent Director of the Company.
During the Financial year under review, In the Meeting of Board of
Director dated 13th November 2024, upon recommendation of the Nomination and Remuneration
Committee, approved the appointment of Mrs. Dyuti Deepak Vyas (Din: 10823189)on the Board
of Director of the Company as an Additional Non-Executive Independent Director of the
company for a period of five years w.e.f. September 26, 2025, subject to approval of the
Members. Accordingly, Shareholders of the Company in its 37th Annual General
Meeting held on September 26, 2025 Mrs. Dyuti Deepak Vyas (Din: 10823189)regularised as
Non-Executive Independent Director of the Company.
During the Financial year under review, In the Meeting of Board of
Director dated 24th January 2025, upon recommendation of the Nomination and Remuneration
Committee, approved the appointment of Mr. Diwakar Navalkishor Jha (DIN: 10900178)on the
Board of Director of the Company as an Additional Non-Executive Independent Director of
the company for a period of five years w.e.f. September 26, 2025, subject to approval of
the Members. Accordingly, Shareholders of the Company in its 37th Annual
General Meeting held on September 26, 2025 Mr. Diwakar Navalkishor Jha (DIN:
10900178)regularised as Non-Executive Independent Director of the Company. c) Key
Managerial Personnel (KMP's):
During the year under review and in accordance with Section 203 of the
Companies Act, 2013, the Company has Mr. Vijay Kumar Dindayal Agarwal (DIN: 01869337) who
is acting as a Chairman and Managing Director, Mr. Vishal Vijay Bhai Agarwal who is acting
as Chief Financial Officer and Ms. Florica Patel who is acting as Company Secretary and
Compliance officer.
During the financial year 2025-26, Mrs. Niharika Modi resigned from the
post of Company Secretary and Compliance officer w.e.f. June30, 2025. The Board had, in
her place, appointed Ms. Florica Patel as Company Secretary and Compliance officer of the
Company since August12, 2025. d) Certificate from Practicing Company Secretary
Pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of
the Listing Regulations, Mr. Govil Rathi, Practicing Company Secretary, Ahmedabad, has
certified that none of the Directors on the Board of the Company, have been debarred or
disqualified from being appointed or continuing as Directors by the Securities and
Exchange Board of India (SEBI), the Ministry of Corporate Affairs, or any other statutory
authority. However, the Independent Directors are not eligible to continue in their
positions in the Company as they have not cleared the Online Proficiency Self-Assessment
Test and further their profile has been disabled from Independent Director's Data
bank, this makes them ineligible from being re-appointed as Independent Directors of the
Company in accordance with statutory requirements. The said certificate from the
Practicing Company Secretary forms part of this Annual Report.
20. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Act, the Board had carried out
performance evaluation of its own, the Board Committees and of the Independent directors.
Independent Directors at a separate meeting evaluated performance of the Non-Independent
Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward
Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
21. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Auditors to report to the Audit Committee and / or Board under Section
143(12) of Act and Rules framed thereunder.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The investment in other securities
is within the authority given to the Board by the shareholders under Section 186 of the
Companies Act, 2013.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions were entered during the financial year
were the ordinary course of business and on an arm's length basis in terms of
provisions of the Act. As per the requirement under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), approval of the Audit Committee was obtained for all the
Related Party Transactions. During the year under review there were no materially
significant related party transactions entered by the Company with the related parties
which may have a potential conflict with the interests of the Company.
A statement of all related party transactions is presented before the
Audit Committee on quarterly basis, specifying the nature, value and terms and conditions
of transactions. Since all the Related Party Transactions entered into during the
Financial Year were on an arm's length basis and in the ordinary course of business,
All the required details are mentioned herein in Form AOC-2 as prescribed under Section
134(3)(h) the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to
this Board's Report as "Annexure D".
24. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that: I. In the preparation of the Annual Accounts for
the financial year ended March 31, 2025, the applicable accounting standards had been
followed along with proper explanation relating to material departures; II. The directors
had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2025 and of the profit /loss of the Company
for that period; III. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; IV. The directors had prepared the Annual
Accounts for the financial year ended March 31, 2025 on a going concern basis; V. The
directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
VI. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
25. RISK MANAGEMENT POLICY:
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of elements of risk, if
any, which in the opinion of the Board may threaten the existence of the company.
The Board of Directors has duly developed and implemented a risk
management policy for the company. The Policy mandates the ways in which respective risks
are expected to be mitigated and monitored.
26. CODE OF CONDUCT:
The Board has laid down a Code of Conduct for Board Members and for
Senior Management and Employees of the Company (Code). All the Board Members and Senior
Management Personnel have affirmed compliance with these Codes. A declaration signed by
the Managing Director to this effect is enclosed at the end of this Report.
The Board has also laid down a Code of Conduct for Independent
Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms
and conditions for appointment of Independent Directors, which is a guide to professional
conduct for Independent Directors and is uploaded on the website of the Company.
The same could be viewed from the Website of the Company:
https://www.decomicaltd.com/pdf/
Code%20of%20Conduct%20of%20Board%20of%20Directors%20and%20Senior%20Management%20personnel.pdf
27. INTERNAL AUDITORS:
The Board of Directors of the Company have appointed M/s Nimesh M. Shah
& Co., Chartered Accountants, Ahmedabad (FRN: 115204W) as Internal Auditors to conduct
Internal Audit of the Company for the financial year ended March 31, 2025.
28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES:
The Company promotes ethical behaviour in all its business activities
and has put in implementation of a mechanism wherein the Employees are free to report
illegal or unethical behaviour, actual or suspected fraud or violation of the
Company's Codes of Conduct or Corporate Governance Policies or any improper activity
to the Chairman of the Audit Committee of the Company or Chairman of the Company or the
Compliance Officer of the Company.
The Whistle Blower Policy has been appropriately communicated within
the Company. Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any discriminatory practices. No
personnel have been denied access to the Audit Committee. The same could be viewed from
the Website of the Company: https://www.decomicaltd.com/pdf/ V
igil%20Mechanism%20Policy.pdf
29. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION
AND REDRESSAL) ACT,2013
The Company has been employing Twelve woman employee. The Company has
in place an Anti harassment Policy in line with the requirements of the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaint Committee is set up to redress complaints received regularly, is monitored and
directly report to the Chairman & Managing Director. There was no complaint received
from employee during the financial year 2024-25 and hence no complaint is outstanding as
on 31.03.2025 for redressal.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going Concern status of your Company and its operations
in future.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :
The Details of Energy and Technology Absorption are as under: i.
CONSERVATION OF ENERGY:
The Company continues its endeavor to improve energy conservation and
utilization.
(i) The steps taken or impact on conservation of energy;
The Company continues to endeavor to improve energy conservation and
utilization.
(ii) The steps taken by the company for utilising alternate sources of
energy;
The Company is in the process of searching the best available alternate
source of Energy in Laminates Industry sector
(iii) The capital investment on energy conservation equipment's;
The Company is in the process of searching the best available alternate
source of Energy in Laminates Industry sector. ii. Technology Absorption:
a) The Efforts made toward technology absorption:
Indigenously developed technologies for the improvement of production
in the factory were adopted and required modifications and innovations were done on
continuous basis. b) The benefits derived like product improvement , cost reduction ,
product development or import substitution:
The innovations made by the Company has provided better results in
quality and production and also reducing the involvement of manual workers without
increasing the overall cost of production and maintenance. c) In case of imported
technologies (imported during last years reckoned from the beginning of financial year:
The details of technology imported: Ni l The year of import: Ni l
Whether the technology been fully absorbed: Not applicable
If not fully absorbed, areas where absorption has not taken place and
the reasons thereof Not applicable iii. Foreign exchange earnings and Outgo: a ) The
Foreign Exchange earned in terms of actual inflows during the year: Rs.21,52,86,672 b) The
Foreign Exchange outgo during the year in terms of actual outflows: Rs. 13,02,54,242
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis for the year under review as
stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing
Regulations), is presented in a separate section forming part of this Annual Report.
"ANNEXURE-E" 33. DETAILS OF COMPANY'S CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 134 (3) (o) of the Companies Act, 2013 board of
directors' state that the provisions of the Corporate Social Responsibility as
contained under the Companies Act, 2013 are not applicable to the Company.
34. ANNUAL RETURN ON THE WEBSITE OF THE COMPANY
Pursuant of Section 134 (3) (a), the board of directors declare that
the Annual return of the company for the financial year 2024-25 is uploaded on the website
of the company at https://www.decomicaltd.com/
35. CFO CERTIFICATION
The CFO/CEO certification on the financial statement of the Company as
required under Regulation 17(8) of the SEBI (ICDR) Regulations, 2015 forms part of this
Annual Report as "ANNEXURE-F".
36. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report
on Corporate Governance as required under Regulation 34(3) read with Schedule V of the
Listing Regulations forms part of this Annual Report. Further as required under Regulation
17(8) of the Listing Regulations, a certificate from the Managing Director and Chief
Financial Officer is annexed with this Report as "ANNEXURE-G"
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the year under review, there were no applications made or
proceedings pending in the name of the company under the insolvency and Bankruptcy Code,
2016.
38. 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.
During the year under review, there has been no one time settlement of
loans taken from Banks and Financial Institutions.
39. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
All Independent Directors are familiarized with the operations and
functioning of the Company. The details of the familiarization program are provided in the
Corporate Governance Report.
40. ESOP / SWEAT EQUITY / SHARE-BASED BENEFITS:
During the financial year 2024–25, the Company has not granted any
stock options or issued any sweat equity shares. Further, the Company does not have any
active employee stock option scheme or share-based benefit plan in operation as on March
31, 2025.
41. OTHER DISCLOSURE:
In terms of applicable provisions of the act, the company discloses
that during the year under review: (i) The company has not issued any shares with
Differential rights and hence no information as per Provisions of section 43(a)(ii) of the
act read with rule 4(4) of the companies (share capital and debenture) Rules, 2014 is
furnished.
(ii) The company has not issued any sweat equity shares and hence
disclosure as per section 54(1)(d) of the act Read with rule 8(13) of the companies (share
capital and debenture) rules, 2014 is not provided.
(iii) There were no instances of non-exercising of voting Rights
directly by Employees in respect of shares to which the scheme relates, hence no
information Pursuant to section 67(3) of the act read with rule 16(4) of companies (share
capital and debenture) Rules,2014 is furnished. (iv) There were no amounts required to be
transferred to investor education and protection fund (IEPF) pursuant to section 124 and
125 of the companies act,2013 read with rules made thereunder. (v) The Company is
complying of the provisions relating to the Maternity Benefit Act 1961.
(vi) There are no significant and material orders passed by the
regulators or courts or tribunals that would impact the going concern status of the
company and its future operations.
(vii) Neither any application was made, nor any proceedings are pending
under the insolvency and bankruptcy code, 2016 against the Company.
(viii) There were no instances of one-time settlement for any loans
taken from the banks or financial institutions.
42. ACKNOWLEDGEMENT:
The Directors place on record deep appreciation and gratitude for the
co-operation and assistance received by the Company from the staff and employees. The
Board further thanks bankers, business associates, regulatory and government authorities
for their continued support to the Company.
|
For & on behalf of the
Board Of Directors |
|
DECO MICA LIMITED |
|
|
sd/- |
sd/- |
|
V ishal V ijay Bhai Agarwal |
V ijay Kumar Dindayal Agarwal |
| Date : 23.08.2025 |
Director & CFO |
Managing Director & CEO |
| Place : Ahmedabad |
DIN: 01763739 |
DIN: 01869337 |
