Provisions are recognized for liabilities that canbe measured only by using a substantial degree ofestimation, if
(a) the Company has a present obligation as a resultof a past event;
(b) a probable outflow of resources is expected tosettle the obligation; and
(c) the amount of the obligation can be reliablyestimated.
Reimbursement expected in respect of expenditurerequired to settle a provision is recognised only whenit is virtually certain that the reimbursement will bereceived.
Contingent liability is disclosed in case of
(a) a present obligation arising from past events,when it is not probable that an outflow ofresources will be required to settle the obligation;
(b) a present obligation when no reliable estimate ispossible; and
(c) a possible obligation arising from past eventswhere the probability of outflow of resources isnot remote.
Contingent Assets are neither recognised, nordisclosed.
Provision, Contingent Liabilities and ContingentAssets are reviewed at each balance Sheet date.
The Company recognises a liability to make cashdistributions to equity holders when the distributionis authorised and the distribution is no longer at thediscretion of the Company. As per the CompaniesAct,2013 in India, a distribution is authorised whenit is approved by the shareholders. A correspondingamount is recognised directly in equity.
Operating segments are reported in a mannerconsistent with the internal reporting provided to thechief operating decision maker.
The preparation of the Company’s financialstatements requires the management to makejudgements, estimates and assumptions that affectthe reported amounts of revenues, expenses, assetsand liabilities, and the accompanying disclosures,and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimatescould result in outcomes that require a materialadjustment to the carrying amount of assets orliabilities affected in future periods.
The areas involving critical estimates or judgementsare:
a. Property Plant & Equipment - Property, plant andequipment represent a significant proportion ofthe asset base of the Company. The charge inrespect of periodic depreciation is derived afterdetermining an estimate of an asset’s expecteduseful life and the expected residual value atthe end of its life. The useful lives and residualvalues of Company’s assets are determined bymanagement at the time the asset is acquiredand reviewed at the end of each reporting period.The lives are based on historical experience withsimilar assets as well as anticipation of futureevents, which may impact their life, such aschanges in technology.
b. Provisions - Provision is recognised when theCompany has a present obligation as a result ofpast event and it is probable that an outflow ofresources will be required to settle the obligation,in respect of which a reliable estimate can bemade. These are reviewed at each balancesheet date adjusted to reflect the current bestestimates.
c. Taxes - Significant judgements are involved indetermining the provision for income taxes,including amount expected to be paid / recoveredfor uncertain tax positions. In assessing therealizability of deferred tax assets arising fromunused tax credits, the management considersconvincing evidence about availability ofsufficient taxable income against which suchunused tax credits can be utilized. The amountof the deferred income tax assets consideredrealizable, however, could change if estimates offuture taxable income changes in the future
d. Defined Benefit Obligations - The cost of definedbenefit gratuity plans, and post-retirementmedical benefit is determined using actuarialvaluations. The actuarial valuation involvesmaking assumptions about discount rates,future salary increases, mortality rates andfuture pension increases. Due to the long-
term nature of these plans, such estimates aresubject to significant uncertainty
i. The Company has applied the followingamendments for the first time for their annualreporting period commencing April 1,2024 :
Ministry of Corporate Affairs (“MCA”) notifiesnew standards or amendments to the existingstandards under Companies (Indian AccountingStandards) Rules as issued from time to time.During the year ended March 31,2025, MCA hasnotified Ind AS 117 - Insurance Contracts andamendments to Ind As 116 - Leases , relatingto sale and lease back transactions, applicablefrom April 1, 2024. The Company has assessedthat there is no significant impact on its financialstatements”
ii. New Standards/Amendments notified but notyet effective:
Ind AS 21- Effects of Changes in Foreign Exchange
These amendments aim to provide clearerguidance on assessing currency exchangeabilityand estimating exchange rates when currenciesare not readily exchangeable. The amendmentsare effective for annual periods beginning on orafter April 1, 2025.
32 c Corporate Social Responsibility
In accordance with the provisions of Section 135 of the Companies Act, 2013, the applicability of Corporate Social Responsibility (CSR)is determined based on the financial thresholds prescribed therein. For the financial years 2023-24 and 2024-25, the Company doesnot meet the criteria specified under Section 135 and, accordingly, the constitution of a CSR Committee and related disclosures are notapplicable. Further, pursuant to the Composite Scheme of Arrangement involving the merger of Chembond Clean Water TechnologiesLimited and the demerger of the CC & WT Business Undertaking of Chembond Chemicals Limited into the Company, the financials ofthe current and preceding financial years include the effect of the said Scheme, accounted for using the pooling of interest methodwhich has inclusion of CSR expenditure incurred by CCWTL.
35 SEGMENT REPORTING
The Company is engaged in the manufacture, trading and providing services of Specialty Chemical products, which, in thecontext of Ind AS 108 - Operating Segments, specified under Section 133 of the Companies Act, 2013, is considered as asingle business segment of the Company.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating DecisionMaker.
The Board of Directors of the Company has been identified as the Chief Operating Decision Maker, which reviews andassesses the financial performance and makes strategic decisions.
Revenue from a single external customer is not in excess of 10% of the total revenue for the year.
Ind AS 107, ‘Financial Instrument - Disclosure’ requires classification of the valuation method of financial instrumentsmeasured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects the significance of inputsused in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in active markets foridentical assets or liabilities (Level 1 measurements) and lowest priority to un-observable inputs (Level 3 measurements).Fair value of derivative financial assets and liabilities are estimated by discounting expected future contractual cash flowsusing prevailing market interest rate curves. The three levels of the fair-value-hierarchy under Ind AS 113 are describedbelow:
Level 1: Heirarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market are determined using valuationtechniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. Ifall significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs are not based on observable market data, the instrument is included in level3. e.g. unlisted equity securities.
There are no transfers betweeen the levels
C. Financial risk management
The Company’s activities expose it to Credit risk, liquidity risk and market risk.
i. Risk management framework
Risk Management is an integral part of the Company’s plans and operations. The Company’s board of directors hasoverall responsibility for the establishment and oversight of the Company risk management framework. The board ofdirectors is responsible for developing and monitoring the Company risk management policies.
The Risk Management committee oversees how management monitors compliance with the Company’s riskmanagement policies and procedures, and reviews the adequacy of the risk management framework in relation tothe risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal auditundertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which arereported to the audit committee.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument failsto meet its contractual obligations, and arises principally from the Company’s receivables from customers andinvestments in debt securities, cash and cash equivalents, mutual funds, bonds etc.
The carrying amount of financial assets represents the maximum credit exposure.
Credit risk is the risk of possible default by the counter party resulting in a financial loss.
The Company manages credit risk through various internal policies and procedures setforth for effective control overcredit exposure. These are managed by way of setting various credit approvals,evaluation of financial condition beforesupply terms, setting credit limits, industry trends,ageing analysis and continuously monitoring the creditworthinessof customers to which the Company grants credit terms in the normal course of business.
Based on prior experience and an assessment of the current economic environment, management believes thatsufficient provision is made based on expected credit loss model for credit risk wherever credit is extended tocustomers.
Cash and cash equivalents
Credit risk from balances with banks is managed by the Company’s treasury department in accordance with theCompany’s policy. Investment of surplus funds are made in mainly in mutual funds with good returns and with highcredit ratings assigned by International and domestic credit ratings agencies.
Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired.
iii. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. TheCompany manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meetits liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk tothe Company’s reputation.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changesin market rates and prices (such as interest rates, foreign currency exchange rates). Market risk is attributable to allmarket risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long¬term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate riskand the market value of its investments. Thus, the Company’s exposure to market risk is a function of investing andborrowing activities and revenue generating and operating activities in foreign currencies.
The Compnay is exposed to currency risk to the extent that there is a mismatch between the currencies inwhich sales, purchase, and other expenses are denominated and the functional currency of the Company. Thefunctional currency of the Company is Indian Rupees (INR). The currencies in which these transactions areprimarily denominated USD.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market interest rates. Investment committee manages and constantly reviews the interest ratemovements in the market. This risk is mitigated by the Company by investing the funds in varioustenors dependingon the liquidity needs of the Company. The Company’s exposures to interest rate risk is not significant.
Contributions are made to Employee Provident Fund (EPF), Employees State Insurance Scheme (ESIC) and otherFunds which covers all regular employees. Both the employees and the Company make predetermined contributionsto the Provident Fund and ESIC. The contributions are normally based on a certain percentage of the employee’ssalary. Amount recognised as expense in respect of these defined contribution plans, is as detailed below :
A The Company do not have any Benami property and no proceedings have been initiated or pending against theCompany and its Indian
subsidiaries for holding any Benami property, under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) andthe rules made thereunder.
B The Company has no transactions with struck off companies under section 248 of the Companies Act, 2013 or section560 of the Companies Act, 1956.
C The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreignentities (Intermediaries) with the understanding that the
Intermediary shall:
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Group (Ultimate Beneficiaries) or
provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
D The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)with the understanding (whether recorded in writing or otherwise) that the Group shall:
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party(Ultimate Beneficiaries) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
E The Company have not undertaken any transaction which is not recorded in the books of accounts that has beensurrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions ofthe Income Tax Act, 1961).
F The Company have not traded or invested in Crypto currency or Virtual Currency during the current or previous year.
G The Company have not been declared as a ‘Wilful Defaulter’ by any bank or financial institution (as defined under the
Companies Act, 2013) or consortium thereof, in
accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
H The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read withCompanies (Restriction on number of Layers) Rules, 2017.
For the purpose of the Company’s capital management, capital includes issued capital and all other equity reservesattributable to the equity shareholders of the Company. The primary objective of the Company when managing capitalis to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximizeshareholder value.
As at 31st March, 2025, the Company has only one class of equity shares and has no other long term borrowings. Consequentto such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimalcapital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on itslong term financial plans.
The Company has sanctioned credit facilities from Bank of India 150 lakhs (i.e cash credit facility - 100.00 lakhs and BankGuarantee - 50.00 lakhs) The Company has not utilised cash credit facilities at the year end.
a) The credit facility carries interest rate of Bank Of India, currently 9.81% p.a. (interest payable on monthly rests).
b) The credit facility is secured by : Hypothecation of stocks and bookdebts.
(a) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it wastaken at the balance sheet date.
(b) The quarterly returns/statements of current assets filed by the Company with banks or financial institutions in relationto secured borrowings wherever applicable, are in agreement with the books of accounts.
The Ministry of Corporate Affairs (MCA) has issued a notification - Companies (Accounts) Amendment Rules, 2021 whichis effective from 1st April, 2023. The amendment requires that every company which uses an accounting software formaintaining its books of account shall use an accounting software where there is feature of recording audit trail of each andevery transaction and further creating an edit log of each change made to the books of account along with the date whensuch changes were made and ensuring that the audit trail cannot be disabled.
The Company uses an accounting software for maintaining books of account which has a feature of recording audit trailand edit log facility and that has been operative throughout the financial year for the transactions recorded in the softwareimpacting books of account at the application level. The software being managed on public cloud, users do not have accessto enable, disable, deactivate or tamper with the audit trail setting.
The Company also uses software for payroll application and employee reimbursement. In both the software there is afeature of audit log for recording audit trail and the same cannot be disabled or modified.
The audit trail feature is not enabled at the database level in respect of these software.
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval ofthe financial statements to determine the necessity for recognition and / or reporting of any of these events and transactionsin the financial statements. Pursuant to the Composite Scheme of Arrangement approved by the Hon’ble NCLT on April 7,2025 Further the Company has filed the certified copy of the said order with the Registrar of Companies on 3rd May 2025.These events, occurring after the reporting date but before the approval of the financial statements, have been Adjustredand Disclosed in accordance with Ind AS 110.
Pursuant to the Composite Scheme of Arrangement the following transactions related to CCSL were effected:
The Water Technologies (WT) and Construction Chemicals (CC) business undertaking of Chembond Material TechnologiesLimited (“the Demerged Company” formarly known as Chembond Chemicals Limited) was demerged and transferred toChembond Chemical Specialties Limited (“CCSL” or “the Resulting Company”) with effect from the Appointed Date, i.e.,1st April 2024.
Subsequently, Chembond Clean Water Technologies Limited (CCWTL) was amalgamated with CCSL as part of the sameScheme.
The above transactions has been accounted for as a common control business combination in accordance with AppendixC of Ind AS 103 - Business Combinations, using the pooling of interest method. Accordingly:
(a) The assets, liabilities, and reserves of the CC&WT Business of CCL and of CCWTL have been transferred to and vestedin CCSL at their respective carrying values.
(b) The standalone financial statements for the year ended 31st March 2025 includes the merged financial figures of theCC&WT Business and CCWTL for the relevant period as per the method of accounting prescribed in the Scheme andin accordance with principles of Indian Accounting Standards, including IND AS 103 (Business Combinations).
(c) The comparative figures for the year ended 31st March 2024, have been restated to include the correspondingfinancial results of the CC&WT Business and CCWTL for those periods, to ensure comparability.
Chembond Chemicals Limited (Demerged Company / CCL), Chembond Chemical Specialties Limited (“ResultingCompany”/ CCSL / Company), Chembond Clean Water Technologies Limited (CCWTL), Chembond Material TechnologiesPrivate Limited (CMTPL), Phiroze Sethna Private Limited (PSPL) and Gramos Chemicals India Private Limited (GCIPL) andtheir respective shareholders have entered into a Composite Scheme of Arrangement under Section 230 to 232 of theCompanies Act, 2013 (“Scheme”) which contemplates Amalgamation of CMTPL, PSPL and GCIPL with CCL, demerger of“Construction Chemicals and Water Technologies chemicals” business from CCL to CCSL and amalgamation of CCWTLinto CCSL, as on the Appointed Date of 1st April, 2024. The said Scheme was approved by the National Company LawTribunal, Mumbai Bench (“NCLT”) on 7th April, 2025 and the Company has received the certified order copy on 22nd April2025. The Company has filed the certified copy of the said order with the Registrar of Companies for CCL, CCSL, CMTPL,PSPL, GCIPL and CCWTL on 29/04/2025, 30/04/2025, 01/05/2025, 01/05/2025, 02/05/2025 and 03/05/2025 respectively,as such the Scheme has become effective from the respective dates for all the companies involved in the Scheme.
Upon demerger, the Resulting Company is required to issue its equity shares to each shareholder of the Demerged Companyas on record date in 1:2 swap ratio (i.e., for every 1 equity share held in Demerged Company, two shares of ' 5/- eachwill be issued by the Resulting Company). The said allotment of 2,68,96,576 shares has been approved by the AllotmentCommittee of CCSL on 13/05/2025 and the equity shares were allotted to the shareholders in the said ratio.
52 The company has evaluated the option permitted under section 115BAA of the Income Tax Act, 1961 (the “Act”) asintroduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has presently decided to optfor tax structure prescribed under Section 115BAA of the Income Tax Act, 1961 in current year.
53 The previous year figures have been regrouped, reallocated or reclassified wherever necessary to conform to current yearclassification and presentation.
As per our attached report of even date
F0r S H B A & CO LLP On behalf of the Board of Directors
(Formerly known as Bathiya & Associates LLP)
Chartered Accountants Nirmal V. Shah Sameer V. Shah
FRN - 101046W/W100063 Director Director
DIN:00083853 DIN:00105721
Jatin A. Thakkar Prachi Mahadik Kiran Mukadam
Partner Chief Financial Officer Company Secretary
Membership No. : 134767