Your Directors have the pleasure of presenting the 16th Annual Report of Chemfab Alkalis Limited along with theAudited Standalone and consolidated financial statements for the Financial Year Ended 31st March 2025.
The summarized financial results are as under:
Particulars
Consolidated
Standalone
Year ended.31 March2025
Year ended.31 March2024
Summary of Profit and Loss Statement:
Total Revenue
33,437.43
32,729.68
32,209.05
32,728.78
Profit before Finance Cost and Depreciation
5,083.86
6,243.95
5,913.59
6,540.77
Less: Finance Cost
492.50
94.22
491.58
93.08
Profit before Depreciation
4,591.36
6,149.73
5,422.01
6,447.69
Less: Depreciation and amortization
3,633.13
2,235.08
3,238.79
2,185.01
Profit Before Exceptional Items
958.23
3,914.65
2,183.22
4,262.68
Exceptional Items
(988.77)
-
Profit before Tax
(30.54)
Less: Tax including Deferred Tax
663.49
1,282.34
660.80
1,263.96
Profit/(Loss) after Tax
(694.03)
2,632.31
1,522.42
2,998.72
Other Comprehensive Income/(Loss)
38.43
21.94
Total Comprehensive Income/(Loss)
(655.60)
2,654.25
1,560.85
3,020.66
Summary of Retained Earnings Movement:
Balance brought forward from last year
1,150.48
(1,320.62)
1,712.98
(1,124.53)
Add: Profit/(Loss) after Tax
Add: Other Comprehensive Income
41.19
16.20
Less: Appropriations
Final Dividend
178.46
177.41
Tax on Dividend
Balance Carried to Balance Sheet
319.18
3,098.13
The overall performance and more details arecovered under the Management section, which formspart of the Annual Report.
During the year under review, there is no change innature of business of your Company.
There was no change in the registered office of thecompany during the financial year 2024-2025.
During the year under consideration, there is nochange in authorized share capital. However, thepaid-up share capital was increased due to allotmentof equity shares under Company's employee stock
option scheme "CAESOS 2020". As on 31st March2025, the authorised and paid - up capital stands asstated below:
The Authorized Share Capital of the Company is' 39,14,00,000 (Rupees Thirty Nine Crores FourteenLakhs Only) divided into 3,91,40,000 (Rupees ThreeCrores Ninety-One Lakh Forty Thousand Only) EquityShares of ' 10/- each.
The Paid-up Share capital of the Company standsat ' 14,36,37,020 (Rupees Fourteen Crore Thirty SixLakh Thirty Seven Thousand Twenty Only) dividedinto 1,43,63,702 (Rupees One Crore Forty Three LakhSixty Three Thousand Seven Hundred Two Only)Equity Shares of ' 10/- each.
Your directors recommended the payment ofDividend of ' 1.25/- per share for the year ended March31, 2025, absorbing a sum of ' 179.55 Lakhs consideringshares outstanding as on 31 March 2025, subject tothe approval of the Members at the ensuing AnnualGeneral Meeting.
The Company has not proposed transferring any of itsprofits to reserves.
No material changes have occurred, or anycommitments made between the financial yearended 31st March 2025 and the date of this report,which would adversely affect the financial position ofthe company.
The Board of Directors of the Company compriseof total eight directors including Non- ExecutiveChairman who is a promoter of the Company, Non- Executive Directors and Independent Directors. TheCompany has two women Independent Directors. Thecomposition of the Board of Directors is in compliancewith Regulation 17(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 andSection 149 of the Companies Act, 2013.
The Company has received necessary declarationsfrom the Independent Directors under Section 149(7)of the Companies Act, 2013 stating that they meetthe criteria of independence as specified in Section149(6) of the Companies Act, 2013 and as per the SEBI(Listing Obligations and Disclosures Requirements)Regulations, 2015.
The Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment andQualification of Directors) Fifth Amendment Rules, 2019.The Registration details are as below:
Sl. No
Name of the Director
Registration number
01.
Mr. A. Janakiraman
IDDB-DI-202002-007989
02.
Mrs. J. Sujatha Jayarajan
IDDB-DI-201912-001692
03.
Mrs. R. Drushti Desai
IDDB-DI-202002-015500
04.
Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th Me
y, 2025)
IDDB-DI-202110-039184
The Board is well balanced with the composition of four Non- Independent Directors and Four IndependentDirectors (including two Women Independent directors).
Category
Name of Directors
Non - Independent Directors
Mr. Suresh Krishnamurthi RaoMr. C S RameshMr. R MahendranMr. Nitin S Cowlagi
Independent Directors
Mr. A JanakiramanMrs. Drushti DesaiMrs. Sujatha Jayarajan
Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th May, 2025)
Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 andRegulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.
The number of Board Meetings held during the year along with the dates of the meetings:(Disclosure pursuant to 134 (3)(b) of the Companies Act, 2013).
During the Financial Year 2024-2025, the Board of Chemfab Alkalis Limited met Five times as under:
Date of Board meetings
Quarter
No. of Directors as onthe date of Meeting
Total No. of Directorsattended
1.
22nd May 2024
First
7
2.
08th August 2024
Second
3.
25th September 2024
5
4.
04th November 2024
Third
5.
30th January 2025
Fourth
The meetings of the Board were held periodically,with an interval of not more than one hundred andtwenty days between two consecutive meetings, asprescribed under Section 173(1) of the Act.
In terms of Section 152 of the Companies Act, 2013,Mr. R. Mahendran (DIN: 07451058) is liable to retire byrotation at the ensuing Annual General Meeting andbeing eligible, offers himself for re-appointment. TheBoard of Directors, based on the recommendationof the Nomination and Remuneration Committeehas recommended the re-appointment of Mr. R.Mahendran (DIN: 07451058) retiring by rotation.
The constitution and terms of reference of theAudit Committee, Nomination and RemunerationCommittee, Stakeholders Relationship Committee,Corporate Social Responsibility Committee, andRisk Management Committee are also aligned withthe requirements of Regulations 18 to 22 of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Companies Act, 2013.
A detailed note on the Committees is given in theCorporate Governance Report forming part of theAnnual Report.
Section 134 of the Companies Act, 2013 states thatformal evaluation needs to be made by the Board, ofits performance and that of its committees and theindividual Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 statethat the performance evaluation of each IndependentDirector shall be done by the entire Board of Directorsexcluding the Director being evaluated.
Pursuant to the provisions of Section 134 (3) (p) ofthe Companies Act, 2013 and SEBI (LODR) regulations,2015, the Board has carried out an evaluation of itsperformance, the Directors individually as well as itsCommittees. The manner in which the evaluation hasbeen carried out has been explained in the CorporateGovernance Report forming part of the Annual Report.
As required under Section 134(5) of the CompaniesAct, 2013, the Board of Directors hereby confirms, that -
(a) In the preparation of the Annual Accounts forthe financial year ended 31st March 2025, theapplicable Accounting Standards and ScheduleIII of the Act have been followed and there are nomaterial departures.
(b) They have selected such accounting policies andapplied them consistently and made judgmentsand estimates that are reasonable and prudentto give a true and fair view of the state of affairsof the Company at the end of the financial yearand of the loss of the Company for the financialyear 2024-2025.
(c) They have taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities.
(d) They have prepared the annual accounts on agoing-concern basis.
(e) They have laid down proper internal financialcontrols to be followed by the Company andsuch internal financial controls are adequate andare operating effectively; and
(f) They have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems are adequate andoperating effectively.
G. Changes in Directors and Key ManagerialPersonnel
During the year under review there were no changes inDirectors or Key Managerial Personnel. After the end offinancial year, Mr. Satish Narain Jajoo was appointedas Additional Director (Independent) w.e.f. 30th May,2025. Mr. B. Vignesh Ram resigned from the positionof Company Secretary and Compliance Officer on 18thApril, 2025 and Mr. Bharatraj Panchal was appointedas Company Secretary and Compliance Officer w.e.f.16th July, 2025.
H. Changes in Subsidiaries, Joint Ventures,and Associates
During the financial year ended 31st March 2025, therewere no changes in the subsidiaries, joint venturesand associates. The salient feature on financialstatements or performance is given in Annexure A ofthis report.
I. Significant or Material Orders Passed byRegulators/Courts
There were no significant or material orders passedby any regulator/court during the reporting period.
J. Declaration by Independent Directors
The Company has received necessary declarationsfrom Mr. A. Janakiraman, Mrs. Sujatha Jayarajan, andMrs. Drushti Desai independent directors, under Section149 (7) of the Companies Act 2013, that they meet thecriteria of independence laid down in Section 149(6)of the Companies Act 2013 and regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and their Declarations have beentaken on record.
K. Independent Directors' Meeting
In accordance with the provisions of Schedule IV(Code for Independent Directors) of the CompaniesAct, 2013 and Regulation 25 of the SEBI ListingRegulations, a meeting of the Independent Directorsof the Company was held on March 29, 2025 withoutthe presence of Non-Independent Directors andCompany's Management.
The Company Secretary was an invitee to the saidmeeting and acted as a facilitator to the IndependentDirectors.
L. Details in respect of Frauds
The Company's auditors' report does not have anystatement on suspected fraud in the company'soperations to explain as per Sec. 134(3) (ca) of theCompanies Act 2013.
M. Fixed Deposits
During the year under review, the Company did notraise funds, by way of fixed deposits, from the public.
N. Details of contracts or arrangements withrelated parties
The details of contracts or arrangements entered intowith related parties along with justification for enteringinto such contract or arrangement, referred to in sub¬section (1) of Section 188 in the prescribed form no.AOC 2 is given in Annexure B of this report.
O. Code of Conduct for prevention of InsiderTrading
The Company has a policy viz., "Code of Conductfor prevention of Insider Trading" and the same hasbeen posted on its website www.chemfabalkalis.com.The Company also monitors insider trading activitiesthrough Structured digital database software inaccordance with Regulation 5(3) of SEBI (LODR)(Amendment) Regulations 2020.
P. Development and implementation of aRisk Management Policy
The main objective of Risk Management is risk reductionand avoidance, as also identification of the risks facedby the business and optimizing the risk managementstrategies. The Company has put in place a well-defined Risk Management framework. The Companyhas constituted a Risk Management Committee eventhough the constitution of the same does NOT applyto the Company since it is mandatory only for the top1000 listed Companies as per the listing regulations.The Risk Management Committee assists the Board indrawing up, implementing, monitoring, and reviewingthe Risk Management Plan. The Committee lays downthe Risk Assessment and Minimization Procedures andit reviews the Procedures periodically to ensure thatthe Executive Management controls the risks througha properly defined framework.
The Company has also obtained certification forISO 14001 and ISO 45001 systems to take care ofcritical operational areas. The Company has alsoimplemented Process Safety Management (PSM). Weare the first company in our industry to implement thesame.
We are continuing with the publishing of asustainability report, enhancing our commitment tosustainable development.
Q. Technology absorption, Conservation ofenergy and Research and development andForeign Exchange earning and Outgo
The detailed note on the technical absorptionand conversation of energy and research anddevelopment and Foreign Exchange earning andOutgo is annexed herewith as Annexure C.
Your Company is maintaining cost records andreports pursuant to the Companies (Cost Recordsand Audit) Rules, 2014, as amended prescribed by theCentral Government under sub-section (1) of Section148 of the Companies Act, 2013.
M/s. Deloitte Haskins & Sells LLP (Firm Registration No117366W/W-100018) were re-appointed as StatutoryAuditors of the Company for a term of 4 (four) years,to hold office from the conclusion of the 13th AnnualGeneral Meeting held on 15th September 2022 till theconclusion of the 17th Annual General Meeting on suchprofessional fees as may be fixed by the Board ofDirectors as recommended by the Audit Committeein consultation with them.
There are no qualifications or adverse remarks in theStatutory Audit Report which require any explanationfrom the Board of Directors.
As per Sec. 148 (6) of Companies Act, 2013 and rule6(6) of the Companies (Cost Records and Audit)Rules, 2014, the applicability of Cost audit is basedon the overall annual turnover of the company, fromall its products and services during the immediatelypreceding financial year, being rupees one hundredcrores or more. Under Rule 3 of the same Regulations,the maintenance of cost records applies to companieswhose aggregate turnover of the individual productor products, or service or services is Rupees thirty-fivecrores or more.
In conformity with the said provisions of theCompanies Act, 2013, the Company has appointedM/s. Madhavan, Mohan & Associates, Cost Auditors,as the Cost Auditor, for the audit of cost accounts foryour Company for the year ending 31st March 2025.The remuneration to be paid to him is being ratified atthis Annual General meeting.
There are no qualifications or adverse remarks in theCost Audit Report which require any explanation fromthe Board of Directors.
Pursuant to Section 204 of the Companies Act, 2013and the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, your Companyhas appointed M/s. M Damodaran & Associates LLP,Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The SecretarialAudit Report in Form No. MR-3 for the financial year2024-2025, is annexed herewith, as Annexure F.
A Certificate from a Company Secretary in practicethat none of the directors on the board of the companyhave been debarred or disqualified from beingappointed or continuing as directors of companies
by the Board/Ministry of Corporate Affairs or any suchstatutory authority is annexed herewith, as Annexure G.
During the financial year ended 31st March, 2025,the following observations were submitted from theSecretarial Auditor of the Company that needs theresponse of the Board.
1. As per Regulation 17(1) (b) of SEBI LODR, where theregular non-executive chairperson is a promoterof the listed entity, at least half of the board ofdirectors of the listed entity shall consist ofindependent directors.
"During the review period, the listed entity had 3independent directors out of total 7 directors."
Response from the Board of Directors: The listedentity has complied with said regulation 17(1) (b)of SEBI LODR by appointing one more independentdirector in the Board as on date of SecretarialAudit Report.
2. As per Regulation 18(1) (b) of SEBI LODR, everylisted entity shall constitute a qualified andindependent audit committee with at least two-thirds of the members of audit committee shallbe independent directors.
"The Audit Committee was not constituted withat least two-thirds of the independent directorsduring the period from April 01, 2024 to September24, 2024 as required u/r. 18(1) (b) of SEBI LODR."
Response from the Board of Directors: The
Company has reconstituted the Audit Committeein compliance with regulation 18 (1) (b) of SEBILODR as on date of Secretarial Audit Report.
The Company has paid fine amounting to' 3,56,000 as imposed by NSE under protest andfine of ' 4,20,080 as imposed by BSE is subject toprotest.
Pursuant to the provisions of Regulation 24A andother applicable provisions, if any, of the SEBI ListingRegulations, read with Section 204 of the CompaniesAct, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,and based on the recommendation of the AuditCommittee, the Board of Directors, at their meetingheld on May 14, 2025, approved the appointmentof M/s. M. Damodaran & Associates LLP, practicingCompany Secretaries (Firm Registration Number:L2019TN006000), a peer-reviewed practicingCompany Secretaries, as the Secretarial Auditor ofthe Company for a first term of five consecutive yearscommencing from the Financial Year 2025-26 toFinancial Year 2029-30, subject to the approval of theshareholders at the ensuing AGM.
Your Company has well-defined and adequateinternal controls and procedures, commensurate withits size and the nature of its operations. This is further
strengthened by the Internal Audit done concurrently.During the year, the Company got its internal controlsover financial reporting and risk management processevaluated by independent consultants.
Besides, the Company has an Audit Committee,comprising Independent and Non-ExecutiveDirectors, which monitors systems, controls, financialmanagement, and operations of the Company.
The Audit Committee has evaluated the internalfinancial controls and risk management system at itsmeeting held on the following dates
Sl. No.
Date of Meeting
The Board appointed M/s. V Sankar Aiyar & Co,Chartered Accountants, as an internal auditorfor the Financial Year 2024-2025 based on therecommendations of the Audit Committee.
The Board has constituted the following committeesviz. Audit Committee, Nomination and RemunerationCommittee, Stakeholders Relationship Committee,Corporate Social Responsibility Committee, and RiskManagement Committee.
Pursuant to regulation 18 of SEBI (LODR) Regulations2015 and the provision of Section 177(8) read with Rule6 of the Companies (Meeting of Board and its Powers)Rules 2014, the Company has duly constituted aqualified and independent Audit Committee. The AuditCommittee of the Board consists of four "IndependentDirectors" and Two "Non - Independent Directors" asmembers having adequate financial and accountingknowledge. The composition, procedures, powers, androle/functions of the audit committee and its termsof reference are set out in the Corporate GovernanceReport forming part of the Boards Report.
During the period under review, the suggestions putforth by the Audit Committee were duly consideredand accepted by the Board of Directors. Therewere no instances of non-acceptance of suchrecommendations.
The Audit Committee acts in accordance with theterms of reference specified by the Board of Directorsin terms of Section 177(4) of the Act and in terms ofRegulation 18 of the SEBI (LODR) Regulations, 2015. It alsooversees the vigil mechanism and is obliged to takesuitable action against the Directors or employeesconcerned, when necessary.
A detailed note on the Audit Committee is given inthe Corporate Governance Report forming part of theAnnual Report.
According to Section 178 of the Companies Act, 2013and in terms of Regulation 19 of SEBI (LODR) Regulations,2015, the Company has set up a Nomination andRemuneration Committee which has formulated thecriteria for determining the qualifications, positiveattributes, and independence of a Director andensures that:
1) The level and composition of remuneration arereasonable and sufficient to attract, retain andmotivate Directors having the quality required torun the Company successfully.
2) The relationship of remuneration to performanceis clear and meets appropriate performancebenchmarks; and
3) Remuneration to Directors, key managerialpersonnel, and senior management involves abalance between fixed and variable pay, reflectingshort-term and long-term performance,objectives appropriate to the working of theCompany and its goals.
The Nomination and Remuneration Policy of yourCompany is set out and available on your companywebsite www.chemfabalkalis.com. A detailed noteon the Nomination and Remuneration Committee isgiven in the Corporate Governance Report formingpart of the Annual Report.
A detailed note on the Stake Holders' RelationshipCommittee is given in the Corporate GovernanceReport forming part of the Annual Report.
The Company has constituted a Risk ManagementCommittee even though the constitution of RiskManagement Committee does NOT apply to theCompany since it is mandatory only for the top 1000listed Companies as per the listing regulations. TheRisk Management Committee assists the Board indrawing up, implementing, monitoring, and reviewingthe Risk Management Plan. The Committee lays downRisk Assessment and Minimization Procedures and itreviews the Procedures periodically to ensure that theExecutive Management controls the risks through theproperly defined framework.
The Board has constituted the Corporate SocialResponsibility Committee in accordance with Section135 of the Companies Act, 2013. The Company iscommitted to operating in a socially responsiblemanner in terms of protecting the environment andconserving water resources and energy. Details of theCSR Policy drawn up by the Company and the CSR
expenditure and initiatives were taken during the year2024-25 are given in Annexure D to this Report.
OTHER MATTERS
A. Particulars of loans, guarantees, orinvestments u/s 186 of the Companies Act,2013
During the year under review, the details of loans,guarantees or investments u/s 186 of the CompaniesAct 2013 forms part of the financial statements forfinancial year ended 31st March, 2025 which includesthe Loan of ' 3,800 Lakhs (Principal ' 3,761.43 Lakhsand interest at 8.80% net of TDS ' 38.57 Lakhs) whichwas subsequently converted to Preference sharesadditionally the Company has invested ' 600 Lakhstowards subscription of 0.01% Cumulative ConvertiblePreference Shares and the overall investment is4,40,00,000 shares of ' 10 each in Chemfab AlkalisKaraikal Limited, a Wholly Owned Subsidiary.
B. Remuneration details of Directors andEmployees
The Company's policy on Directors' appointmentand remuneration, including criteria for determiningqualification, positive attributes and independenceof a director and other matters provided under sub¬section (3) of Section 178, is posted on our company'swebsite in the following link https://chemfabalkalis.com/investors/ and forms part of this Report pursuantto the first proviso of Sec. 178 of the CompaniesAct 2013.
C. Debentures
During the year under review, the Company has notissued any debentures. As of date, the Company doesnot have any outstanding debentures.
D. Bonus Shares
During the year under review, the Company has notissued any bonus shares.
E. Borrowings
The Company has outstanding borrowings includingIND AS accounting adjustment entries and interestaccrued of ' 8,101.34 Lakhs during the financial Yearended March 31, 2025.
F. Deposits
The Company has not accepted any deposits in termsof Chapter V of the Companies Act, 2013 read withthe Companies (Acceptance of Deposit) Rules, 2014,during the year under review and as such, no amounton account of principal or interest on public depositswas outstanding as of the balance sheet date.
G. Transfer to Investor Education andProtection Fund
The details of the transfer of unclaimed dividendsand the shares for seven consecutive years to theInvestor Education and Protection Fund are given
in the Corporate Governance Report forming partof the Annual Report, which is also available on thecompany's website.
H. Credit Ratings
India Ratings has assigned initial rating of "IND A-/Stable" for Long term Bank facilities; and "IND A2 " forShort term Bank facilities.
I. Code of Corporate Governance
In compliance with the requirement of regulations24 to 27 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations, 2015, a detailed reporton Corporate Governance is annexed to thisreport as Annexure H along with a Certificate fromM/s. M. Damodaran & Associates LLP, PracticingCompany Secretaries, Chennai affirming compliancewith the said Code which is appended as Annexure I.
J. Code of conduct for Directors and SeniorManagement
The Board of Directors had adopted a code ofconduct for the Board Members and employeesof the company. This Code helps the Company tomaintain the standard of Business Ethics and ensurecompliance with the legal requirements of theCompany.
The Code is aimed at preventing any misconduct andpromoting ethical conduct at the Board level and byemployees. The Compliance Officer is responsible toensure adherence to the Code by all concerned.
The Code lays down the standard of conduct whichis expected to be followed by the Directors and thedesignated employees in their business dealings andin particular on matters relating to integrity in theworkplace, in business practices, and in dealing withstakeholders.
All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code.
K. Management Discussion and AnalysisReport
In accordance with the requirement of the ListingRegulations, the Management Discussion andAnalysis Report is presented in a separate section,which forms an integral part of this Annual Report.
L. Disclosure on Sexual Harassmentof Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013
The Company has in place a Sexual Harassment Policyin line with the requirement of Sexual Harassment ofWomen at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
Internal Compliant Committee (ICC) has been set upto redress the complaints received in connection withsexual harassment in any form.
All employees (permanent, contractual, temporary,trainees) are covered under this policy.
a. Number of complaints filed during the financialyear: NIL
b. Number of complaints disposed of during thefinancial year: NIL
c. Number of complaints pending as of the end ofthe financial year: NIL
The Company has established a vigil mechanism,also called the Whistle Blower Policy, which hasbeen adopted by the Board, applicable to Directorsand employees, to report concerns about unethicalbehaviour, actual or suspected fraud or violation ofthe Company's Code of Conduct or Ethics Policy. Itprovides adequate safeguards against victimizationof persons who use such mechanism and makesprovision for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptionalcases. The confidentiality of Whistle Blower shallbe maintained to the greatest extent possible.Details of the vigil mechanism are available on ourCompany's website.
As per the provisions of Section 134(3)(a) of thecompanies Act, 2013, the Annual Return of theCompany is available on our website at www.chemfabalkalis.com/investors
The Company has adopted two Employees' StockOption Schemes:
i. Chemfab Alkalis Employees' Stock Option Scheme
- 2015 ("CAESOS -2015") and
ii. Chemfab Alkalis Employees' Stock Option Scheme
- 2020 ("CAESOS -2020").
Your Company has received a certificate from theSecretarial Auditors of the Company that ESOPSchemes viz., CAESOS -2015 and CAESOS -2020 hasbeen implemented in accordance with Regulation13 of the SEBI (Share Based Employee Benefits)Regulations, 2014 and the resolution(s) passed by theMembers of the Company
i. Chemfab Alkalis Employees' Stock OptionScheme 2015
The Shareholders of the Amalgamated entityChemfab Alkalis Limited had approved the Employees'Stock Option Scheme titled "CAESOS - 2015" throughPostal Ballot on March 05, 2016. "CAESOS-2015"complies with SEBI (Share Based Employee Benefits)Regulations, 2014. The details as required under theSEBI regulations is part of the financial statements ofthis Annual Report.
During the year under review, there were no ESOPsgranted or equity allotted upon conversion of optionunder said Plan.
ii. Chemfab Alkalis Employees' Stock OptionScheme 2020
At the 11th Annual General Meeting held on 29th July2020, the Shareholders approved Employee StockOption Scheme ('CAESOS -2020') covering 4,00,000equity shares. There have been no material changesto the Scheme during the year under review. Therelevant disclosures pursuant to Rule 12 (9) of theCompanies (Share Capital and Debentures) Rules,2014 and Regulation 14 of SEBI (Share Based EmployeeBenefits) Regulations, 2014 is forming part of thefinancial statements of this Annual report.
Your Company has received a certificate from theSecretarial Auditors of the Company that ESOPSchemes viz., CAESOS -2015 and CAESOS -2020 hasbeen implemented in accordance with Regulation13 of the SEBI (Share Based Employee Benefits)Regulations, 2014 and the resolution(s) passed by theMembers of the Company is given in Annexure J.
During the Financial Year 2024-2025 the Companyhas allotted 1,37,100 equity shares under 'CAESOS-2020' scheme.
Pursuant to the Ministry of Corporate Affairs (MCA)circulars dated April 08, 2020, April 13, 2020, and May05, 2020, and other circulars issued from time totime, the Company is providing the facility of remotee-voting to its members in respect of the businessto be transacted at the AGM. Electronic copies of theAnnual Report 2024-2025 and Notice of the fourteen(16th) Annual General Meeting are sent to all themembers whose email addresses are registered withthe Company/Depository Participant(s). Further, thesoft copy of the Annual Report (in pdf format) is alsoavailable on our website https://chemfabalkalis.com/investors/
Pursuant to Section 108 of the Companies Act,2013, Rule 20 of the Companies (Management andAdministration) Rules, 2014, and Listing Regulations,the Company is providing an e-voting facility to allmembers to enable them or their nominees to casttheir votes electronically on all resolutions outlined inthe notice. The instructions for e-voting are providedin the notice.
The Company is adopting compliances of applicablesecretarial standards and other secretarial standardsto ensure good governance.
Employee relations continue to be cordial andharmonious at all levels and in all the divisions of the
Company. The Board of Directors would like to expresstheir sincere appreciation to all the employees fortheir continued hard work and dedication.
The number of Direct employees as of March 31, 2025,was 213. The table containing the names and otherparticulars of employees in accordance with theprovisions of Section 197(12) of the Companies Act,2013, read with Rule 5(1) and 5 (2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is appended as Annexure E tothe Board's Report.
The Company has not applied any application underInsolvency and Bankruptcy code,2016.
The company has not entered into a one-timesettlement with any Banks & Financial Institutionsduring the Financial Year 2024-25.
The Directors thank the Shareholders, Customers,Dealers, Suppliers, Bankers, Financial Institutionsand all other business associates for their continuedsupport to the Company and the confidencereposed in its Management. The Directors alsothank the Government authorities for their co¬operation. The Directors wish to record their sincereappreciation of the significant contribution madeby the CCAL mates at all levels to its successfuloperations.
By Order of the Board of DirectorsFor Chemfab Alkalis Limited
Sd/-
Suresh Krishnamurthi Rao,
Place: Chennai Chairman
Date: 31st July 2025 DIN: 00127809