<dhhead>DIRECTORS’ REPORT</dhhead>
ASTEC LIFESCIENCES LIMITED
[Corporate Identity Number (CIN): L99999MH1994PLC076236]
For the Financial Year ended 31st March, 2025
TO THE MEMBERS:
Your Directors have pleasure in presenting this 31st
(Thirty-First) Directors’ Report along with the Audited Financial Statements for the
Financial
Year ended 31st March, 2025.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:
Your Company’s financial performance during the Financial Year
2024-25 as compared to that of the previous Financial Year 2023-24 is summarized below: (
` in Lakh)
| |
Standalone |
Consolidated |
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
38,130.35 |
45,818.07 |
38,130.35 |
45,818.07 |
Other Income |
555.81 |
558.36 |
562.87 |
564.39 |
Total Income |
38,686.16 |
46,376.43 |
38,693.22 |
46,382.46 |
Total Expenses |
52,797.98 |
52,564.06 |
52,792.14 |
52,557.25 |
Profit / (Loss) Before Tax |
(14,111.82) |
(6,187.63) |
(14,098.92) |
(6,174.79) |
Less: Current Tax |
- |
- |
3.91 |
3.66 |
Less: Deferred Tax |
(631.00) |
(1,488.92) |
(631.66) |
(1,489.35) |
Profit/(Loss) After Tax |
(13,480.82) |
(4,698.71) |
(13,471.17) |
(4,689.10) |
Other Comprehensive Income (Net of Tax) |
16.88 |
(56.92) |
17.38 |
(58.58) |
Total Comprehensive Income / (Loss) |
(13,463.94) |
(4,755.63) |
(13,453.79) |
(4,747.68) |
Total Comprehensive Income / (Loss)
attributable to: |
|
|
|
|
- Owners of Astec LifeSciences Limited |
(13,463.94) |
(4,755.63) |
(13,457.86) |
(4,751.53) |
- Non-controlling interests |
N.A. |
N.A. |
4.07 |
3.85 |
(N.A.: Not Applicable)
2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES: Review of Operations / State of Affairs of the Company:
Your Company manufactures agrochemical active ingredients (technical),
bulk and formulations, intermediate products and sells its products in India as well as
exports them to approximately 17 countries, worldwide, including the United States of
America, Europe, West
Asia, Southeast Asia, Latin America and Africa.
During the Financial Year (F.Y.) 2024-25, your Company recorded Total
Income of ` 38,693.22 Lakh as compared to ` 46,382.46 Lakh in the F.Y. 2023-24 and Loss
After Tax of ` (13,471.17) Lakh in the F.Y. 2024-25, as compared to ` (4,689.10) Lakh in
the F.Y. 2023-24.
Your Company faced significant challenges with subdued demand in the
global agrochemical industry, particularly in triazole fungicides.
Your Company’s enterprise business faced price headwinds in both
exports as well as domestic markets coupled with a drop in volumes, primarily in the first
half of the year for key products. Further, the Contract Development Manufacturing
Organization (CDMO) business also witnessed lower volumes due to continued destocking and
cautious approach adopted by innovators. As a result, your Company reported a decline in
revenues and significant reduction in margins in the F.Y. 2024-25.
Geographically, export sales declined by 21.1% year-on-year while
domestic sales fell by 8.1% year-on-year due to lower volumes of key CDMO products. Share
of CDMO sales decreased to 54% in the F.Y. 2024-25 from 60% in F.Y. 2023-24. Proportion of
exports in total sales declined to 68% in the F.Y. 2024-25 from 72% in the previous F.Y.
2023-24. Domestic share was at 32% of total sales in the F.Y. 2024-25. Gross margin
declined to 22.1% in the F.Y. 2024-25 as compared to 30.3% in the F.Y. 2023-24.
Despite the short-term challenges, your Company continued to focus on
Contract Development and Manufacturing Operations (CDMO) segment in line with the
long-term strategic ambitions. The state-of-the-art Research & Development Center,
named "Adi Godrej Center for Chemical Research and Development" in Rabale,
Maharashtra is, equipped with synthesis lab, formulation lab as well as sophisticated
safety infrastructure, will enable your Company to expand offerings in CDMO space.
There has been no change in the nature of business of your Company
during the F.Y. 2024-25.
Review of Operations / State of Affairs of the Subsidiaries of the
Company:
The financial performance of the following 2 (Two) subsidiaries of your
Company during the Financial Year (F.Y.) 2024-25 is summarized below:
(i) Behram Chemicals Private Limited:
Behram Chemicals Private Limited, a subsidiary of your Company, has
given its plot of land at Mahad (Maharashtra) to your
Company on leave and license basis.
During the Financial Year ended 31st March, 2025, Behram
Chemicals Private Limited reported Profit Before Tax of `15.84 Lakh, as compared to Profit
Before Tax of `14.98 Lakh during the previous Financial Year 2023-24.
(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota,
Columbia):
Comercializadora Agricola Agroastrachem Cia Ltda is a foreign
subsidiary company, having its Registered Office in Bogota, Colombia and is engaged in the
business of obtaining product registrations in conformity with local laws of the said
country. This company is yet to start any major commercial activity.
For the year ended 31st March, 2025, Comercializadora
Agricola Agroastrachem Cia Ltda reported Profit/ (Loss) Before Tax of NIL, as compared to
Profit/(Loss) Before Tax of NIL reported during the previous year ended 31st
March, 2024.
3. DIVIDEND:
Your Board does not recommend any Final Dividend for the Financial Year
2024-25.
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Dividend Distribution Policy of the Company is made available
on the website of the Company and is available on the web link
https://www.godrejastec.com/investors/codes-and-policies.
4. TRANSFER TO RESERVES:
Your Board does not propose to transfer any amount to reserves during
the Financial Year 2024-25.
5. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
As required to be reported pursuant to the provisions of Section 186
and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and
investments by your Company under the aforesaid provisions during the Financial Year
2024-25, have been provided in the Notes to the Financial Statement.
6. FINANCE AND CREDIT RATING:
Your Company continues to manage its treasury operations efficiently
and has been able to borrow funds for its operations at competitive rates.
Credit Rating in respect of Bank Facilities and Commercial Paper
(CP) Programme:
During the Financial Year 2024-25, ICRA Limited, has assigned Credit
Ratings in respect of `890 Crore of Bank Facilities and `300 Crore of Commercial Paper
Programme availed by the Company, as under: a) Rating of "[ICRA] AA- (Negative)"
(pronounced "ICRA double A minus") for long term fund based facilities of `465
Crore; b) Rating of "[ICRA] A1+" (pronounced "ICRA A one plus") for
short term non-fund based facilities of `425 Crore; c) Rating of "[ICRA] A1+"
(pronounced "ICRA A one plus") for Commercial Paper Programme of `300 Crore.
In accordance with the Credit Rating assigned to the Commercial Paper
Programme of your Company as above, the Board of Directors has granted its approval for
borrowing by way of issuance of Commercial Papers upto an aggregate limit of `300 Crore.
Credit Rating in respect of Non-Convertible Debentures (NCDs):
India Ratings and Research Private Limited had assigned Credit Rating
of "IND AA- / Stable" in respect of the Non-Convertible Debentures (NCDs) upto
an issue size of `50 Crore (Rupees Fifty Crore Only) and during the Financial Year
2024-25, the outstanding NCDs of `49 Crore (Rupees Forty-Nine Crore Only) have been
prepaid by your Company on 26th March, 2025.
ICRA Limited has assigned Credit Rating of ICRA AA-(Negative) in
respect of the Non-Convertible Debentures (NCDs) upto an issue size of `50 Crore (Rupees
Fifty Crore Only) on 24th March, 2025 and accordingly, on 27th
March, 2025, fresh NCDs of `49 Crore (Rupees Forty-Nine Crore Only) have been allotted by
your Company.
7. INFORMATION SYSTEMS:
Your Company is committed to using technology for driving growth across
businesses by enhancing visibility, improving productivity and stakeholder engagement.
During the Financial Year 2024-25, your Company has made significant
strides in enhancing its information systems and digital initiatives and remains dedicated
to enhancing sales, productivity and optimizing customer service across all business
units. Stakeholder engagement programmes such as web, mobile based customer applications,
Chatbot were introduced. Robotic Process Automation (RPA) is driving operational
efficiency for a future-ready, resilient organization.
Data & Analytics Centre of Excellence (CoE) has started generating
actionable insights across sales, procurement, manufacturing, and supply chain. Your
Company has also started leveraging advanced technologies such as image recognition,
aerial imagery and artificial intelligence.
Your Company has prioritized cybersecurity by implementing zero trust
architecture to safeguard data integrity and privacy with stringent policy monitoring.
The new Product Management (PM) tool for New Product Development (NPD)
streamlines and tracks the entire product development lifecycle, enabling structured
monitoring across all stages and reducing turnaround time. The integrated Customer
Relationship Management
(CRM) solution drives lead to closure and service management for
operational efficiency and customer satisfaction.
8. SHARE CAPITAL:
The Authorized Equity Share Capital of your Company as on 31st
March, 2025 stood at `25,00,00,000/- (Rupees Twenty-Five Crore Only), comprising of
2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Face Value of `10/- (Rupees Ten Only)
each.
The Issued, Subscribed and Paid-up Equity Share Capital of the Company
as on 31st March, 2025 was `19,61,13,710/- (Rupees Nineteen Crore Sixty-One
Lakh Thirteen Thousand Seven Hundred and Ten Only) comprising of 1,96,11,371 (One Crore
Ninety-Six Lakh Eleven Thousand Three Hundred and Seventy-One) Equity Shares of Face Value
of `10/- (Rupees Ten Only) each.
During the Financial Year 2024-25, the Company has allotted 2,165 (Two
Thousand One Hundred and Sixty-Five) Equity Shares of Face
Value of `10/- (Rupees Ten Only) each, ranking pari passu with
the existing Equity Shares, pursuant to exercise of Options at an exercise price of `10/-
(Rupees Ten Only) each under the amended Employees Stock Option Plan, 2012 (ESOP 2012).
Further, during the Financial Year under review, the Nomination and
Remuneration Committee of the Board of Directors of your Company has granted 831 (Eight
Hundred and Thirty-One) Stock Options convertible into 831 (Eight Hundred and Thirty-One)
Equity Shares at an Exercise Price of `10/- (Rupees Ten Only) under the amended ESOP 2012.
During the Financial Year under review, no options were granted and no
Equity Shares were allotted pursuant to stock options granted under the Employees Stock
Option Scheme, 2015 (ESOS 2015).
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the Financial Year
2024-25, as stipulated under Regulation 34(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of
the Annual Report.
10. HOLDING COMPANY:
Godrej Agrovet Limited, a Listed Company (listed on BSE Limited and
National Stock Exchange of India Limited), is, inter alia, engaged in the business
of manufacturing and marketing of Animal Feeds, Agricultural Inputs and Oil Palm and
continues to be the Holding Company of your Company. The shareholding of Godrej Agrovet
Limited in your Company as on 31st March, 2025 was 64.75% [i.e., 1,26,99,054
(One Crore Twenty-Six Lakh Ninety-Nine Thousand Fifty-Four) Equity Shares of Face Value of
`10/- (Rupees Ten Only) each] of the Issued, Subscribed and Paid-up Equity Share Capital
of the Company.
Godrej Agrovet Limited, in turn, is a subsidiary of Godrej Industries
Limited, a listed company (listed on BSE Limited and National Stock Exchange of India
Limited). Godrej Industries Limited, thus, continues to be the Ultimate Holding Company of
your Company.
11. SUBSIDIARY COMPANIES:
Your Company had the following 2 (Two) Subsidiary Companies throughout
the Financial Year 2024-25:
(a) Behram Chemicals Private Limited, Maharashtra, India (in which your
Company holds 65.63% of the Paid- up Equity Share Capital); and
(b) Comercializadora Agricola Agroastrachem Cia Ltda, Bogota, Columbia
(in which your Company holds 100% of the Paid-up Equity
Share Capital).
A report on the financial position and performance of each of the
Subsidiary Companies in Form AOC-1 for the Financial Year 2024-25 forms a part of the
Directors’ Report and is annexed herewith as ‘Annexure A’.
12. JOINT VENTURES OR ASSOCIATE COMPANIES:
Your Company did not have any Joint Ventures or Associate companies
during the Financial Year 2024-25.
13. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company for the Financial
Year 2024-25 are prepared in accordance with the relevant Indian Accounting Standards (Ind
AS), i.e., Ind AS - 110 issued by the Institute of Chartered Accountants of India (ICAI)
and form part of this Annual Report. Accordingly, the Annual Report of your Company does
not contain the Financial Statements of its 2 (Two) Subsidiary
Companies, viz., Behram Chemicals Private Limited and Comercializadora
Agricola Agroastrachem Cia Ltda (Bogota, Columbia).
The Annual Financial Statements and related information of your
Company’s Subsidiaries will be made available upon request. Also, in accordance with
Section 136 of the Companies Act, 2013, the Audited Financial Statements, including
Consolidated Financial Statements and related information of your Company and Financial
Statements of each of the Subsidiaries, are hosted on the Company’s website, viz.,
www.godrejastec.com and can be accessed through the web link
https://www.godrejastec.com/investors/annual-reports. These documents will also be
available for inspection during all days except Saturdays, Sundays and Public Holidays
between 10.00 a.m. (IST) to 4.00 p.m.
(IST) at the Company’s Registered Office in Mumbai, Maharashtra,
subject to restrictions, if any, as may be imposed by the Government(s) and/or local
authority(ies) from time to time. If any Shareholder is interested in inspecting and
obtaining a copy thereof, such Shareholder may write an e-mail to
agm.astec@godrejastec.com.
14. DISCLOSURE AS PER PART G OF SCHEDULE V TO THE SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015:
During the Financial Year 2024-25, the Company was informed by way of a
family letter dated 30th April, 2024, issued jointly by Mr. Adi Godrej (ABG),
Mr. Nadir Godrej (NBG), Mrs. Smita Vijay Crishna (SVC) and Mr. Jamshyd Godrej (JNG) that
the Godrej Family Members had entered into a Family Settlement Agreement and a Brand &
Non-Compete Agreement on 30th April, 2024. The Company was not a party to these
agreements. The settlement contemplated a realignment of, inter alia, the
shareholding of Godrej Industries Limited, which is the Ultimate Holding
Company of the Company, subject to applicable regulatory approvals. On
18th July, 2024, the Company received the intimation from Godrej Family Members
that the realignment pursuant to the said Family Settlement Agreement was completed.
Accordingly, pursuant to the realignment, the management and control of the Company
continues to be with the ABG / NBG family, and the JNG / SVC family are not involved in
the management and operations of the Company. Also, no members of the JNG / SVC family are
Directors on the Board of Directors of the Company. As a result, the relevant members of
the ABG / NBG family, along with their persons acting in concert, also made a mandatory
open offer in compliance with Regulation 3(1), Regulation 4 read with Regulation 5(1) of
the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2015 and have been categorized as promoter group members of the
Company.
15. DIRECTORS:
As on 1st April, 2024, the Board of your Company comprised
of optimum mix of 5 (five) Independent Directors and 5 (five) Non-Independent Directors as
per the following details: z Independent Directors:
Mr. Vijay K. Khot, Dr. Brahma Nand Vyas, Mr. R. R. Govindan, Mr.
Nandkumar Dhekne & Ms. Anjali Gupte z Non-Independent Directors:
Mr. Nadir B. Godrej, Mr. Ashok Hiremath, Mr. Balram S. Yadav, Mr.
Burjis Godrej & Mr. Anurag Roy
During the Financial Year 2024-25, Mr. Vijay Kashinath Khot [Director
Identification Number (DIN: 03520249)] resigned as an "Independent
Director" of the Company with effect from the close of the
business hours on 2nd May, 2024 due to advancing age.
At the 30th (Thirtieth) Annual General Meeting
("AGM") of your Company held on 29th July, 2024, Mr. Ashok V.
Hiremath [Director Identification Number (DIN: 00349345)], Non-Executive &
Non-Independent Director, who was liable to retire by rotation, was re-appointed by the
Shareholders.
Dr. Ganapati Dadasaheb Yadav [Director Identification Number (DIN:
02235661)] was appointed as an "Independent Director" of the
Company for a term commencing from 17th September, 2024 upto
13th September, 2027 by the Shareholders of the Company upon passing a Special
Resolution through a Postal Ballot, the results of which were declared on 14th
December, 2024.
Dr. Brahma Nand Vyas [Director Identification Number (DIN: 02796071)]
resigned as an "Independent Director" of the Company with effect from close of
business hours on 4th October, 2024 due to advancing age.
Mr. Anurag Roy [Director Identification Number (DIN: 07444595)]
resigned as the "Whole Time Director & Chief Executive Officer" of the
Company with effect from close of business hours on 25th
October, 2024.
Mr. R. R. Govindan [Director Identification Number (DIN): 02148801] has
been re-appointed as an "Independent Director" for a second term from 30th
January, 2025 upto 12th August, 2029 by the Shareholders of the Company upon
passing a Special Resolution through a Postal Ballot, the results of which were declared
on 15th March, 2025.
Mr. Burjis Nadir Godrej [Director Identification Number (DIN):
08183082] has been redesignated as the "Managing Director" of the Company for a
term of 5 (Five) years with effect from 1st April, 2025, i.e., upto 31st
March, 2030, subject to approval of the Shareholders, which is being sought by way of a
Postal Ballot.
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 read with the Articles of Association of the Company, Mr.
Nadir B. Godrej [Director Identification Number (DIN: 00066195)],
Non-Executive & Non-Independent Director of the Company is liable to retire by
rotation at the ensuing 31st (Thirty-First) AGM, and being eligible, has
offered himself for re-appointment. Appropriate resolution for re-appointment of Mr. Nadir
B. Godrej is being moved at the ensuing 31st(Thirty-First) AGM, which the Board of
Directors recommends for your approval.
Pursuant to the provisions of Regulation 34(3) read with Schedule V to
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has obtained a Certificate from Mr. Vikas
Chomal, a Company Secretary in Practice certifying that none of the Directors of your
Company has been debarred or disqualified by the Securities and Exchange Board of
India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any
such statutory authority, from being appointed or continuing as a Director of any company.
The said Certificate is annexed to the Corporate Governance Report of the Company for the
Financial Year 2024-25.
16. MEETINGS OF THE BOARD OF DIRECTORS:
The Meetings of the Board of Directors are pre-scheduled and intimated
to all the Directors in advance, in order to enable them to plan their schedule. However,
in case of special and urgent business needs, approval is taken either by convening
Meetings at a shorter notice with consent of all the Directors or by passing a Resolution
through Circulation.
The Board of Directors of your Company met 5 (Five) times during the
Financial Year 2024-25 (on 2nd May, 2024, 29th July, 2024, 25th
October, 2024, 27th January, 2025 and 28th March, 2025). The details
of Board Meetings and the attendance of the Directors thereat are provided in the
Corporate Governance Report. The intervening time gap between two consecutive Meetings of
the Board of Directors was within the limit prescribed under the Companies Act, 2013,
i.e., the same was not exceeding 120 (One Hundred Twenty) days.
17. BOARD EVALUATION:
The Board of Directors has carried out a detailed annual evaluation of
the performance of its own, its Committees as well as the Directors individually. A
structured questionnaire was circulated after taking into consideration various aspects of
the Board’s functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and governance. The performance
evaluation of the Chairman and Non-Independent Directors was carried out by the
Independent Directors. The confidential online questionnaire was responded to by all the
Directors and vital feedback was received from them on how the Board and its Committees
currently function and suggestions to improve their effectiveness.
The process of annual evaluation of Directors’ performance and the
feedback received therefrom has been discussed and noted at the Meetings of the
Independent Directors, the Nomination and Remuneration Committee and the Board of
Directors.
The Directors have expressed their overall satisfaction with the
performance evaluation process.
18. INDEPENDENT DIRECTORS:
All the Independent Directors of your Company as on 31st
March, 2025, viz., Mr. R. R. Govindan, Mr. Nandkumar Dhekne, Ms. Anjali Gupte and Dr.
Ganapati Dadasaheb Yadav have registered themselves with the databank maintained by the
Indian Institute of Corporate Affairs
("IICA"), in terms of the provisions of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies
(Creation and Maintenance of Databank of Independent Directors) Rules,
2019.
In terms of the provisions of the Companies (Appointment and
Qualification of Directors) Rules, 2014 dealing with the requirement for Independent
Directors to pass Proficiency Test conducted by IICA: z Mr. Nandkumar Vasant Dhekne
and Dr. Ganapati Dadasaheb Yadav are exempt from appearing for the Proficiency Test; z Mr.
R. R. Govindan and Ms. Anjali Gupte have successfully cleared / completed the Proficiency
Test within the mandatory timelines applicable to them.
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the same
have been taken on record by the Board of Directors after undertaking due assessment of
the veracity of the same.
The criteria for determining qualifications, positive attributes and
independence of Directors is provided in the Nomination and Remuneration
Policy of the Company which is available on your Company’s
website, viz., www.godrejastec.com at the web link https://www.godrejastec.
com/investors/codes-and-policies.
All the Independent Directors of your Company have duly complied with
the Code for Independent Directors as prescribed in Schedule IV to the Companies Act,
2013. The details of familiarization programmes attended by the Independent Directors
during the Financial Year 2024-25 are available on the website of your Company, viz.,
www.godrejastec.com at the web link https://www.godrejastec.com/investors/ compliance.
The Independent Directors met once during the Financial Year 2024-25,
i.e., on 2nd May, 2024, pursuant to the provisions of Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Schedule IV to the
Companies Act, 2013. The Meeting of the Independent Directors was
conducted without the presence of the Chairman, Whole Time Director and Non-Executive
Directors and the members of your Company’s Management.
19. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 of the Companies Act, 2013
("the Act"), your Directors, to the best of their knowledge and ability, confirm
as under: a) that in the preparation of the Annual Accounts for the Financial Year ended
31st March, 2025, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures, if any; b) that such accounting
policies have been selected and applied consistently, and such judgments and estimates
have been made 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 the profit of the
Company for the Financial Year ended as at that date; c) that proper and sufficient care
has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company, for preventing and
detecting fraud and other irregularities; d) that the Annual Accounts for the Financial
Year ended 31st March, 2025 have been prepared on a going concern basis;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; f) that proper systems are in place to ensure compliance of all
laws applicable to the Company and that such systems are adequate and operating
effectively.
20. KEY MANAGERIAL PERSONNEL:
The following were the Key Managerial Personnel (KMP) of your Company
pursuant to the provisions of Section 203 of the Companies Act,
2013, during the Financial Year 2024-25:
1. Mr. Arijit Mukerjee, Manager (within the meaning of the Companies
Act, 2013) ( w.e.f. 26th October, 2024 upto 31st March, 2025)
(Continues to be the "Chief Operating Officer")
2. Mr. K. Suryanarayan, Chief Financial Officer (upto 3rd
May, 2024)
Ms. Mugdha Amol Khare, Chief Financial Officer (w.e.f. 2nd
August, 2024)
3. Ms. Tejashree Pradhan, Company Secretary & Compliance Officer
Mr. K. Suryanarayan resigned as the "Chief Financial Officer"
of the Company with effect from the close of business hours on 3rd May, 2024.
Ms. Mugdha Amol Khare has been appointed by the Board of Directors as the "Chief
Financial Officer" w.e.f. 2nd August, 2024, based on the recommendations
made by the Nomination and Remuneration Committee and the Audit Committee.
Mr. Arijit Mukherjee, who continues to be the "Chief Operating
Officer" of the Company as on the date of this Report, was appointed as the
"Manager" within the meaning of the Companies Act, 2013 with effect from 26th
October, 2024 and has ceased to be designated as the "Manager" with effect from
the close of business hours on 31st March, 2025 on account of resignation in
such capacity.
21. STATUTORY AUDITORS:
B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration
Number: 101248W/W-100022) are the "Statutory Auditors" of your
Company.
At the 28th (Twenty-Eighth) Annual General Meeting of the
Company held on 25th July, 2022, B S R & Co. LLP have been re-appointed as the
"Statutory Auditors" for a second term of 5 (Five) years, to hold office from
the conclusion of the 28th (Twenty-Eighth) Annual General Meeting till the conclusion of
the 33rd (Thirty-Third) Annual General Meeting (i.e., from the Financial Year
2022-23 upto the Financial Year 2026-27), based on the recommendation made by the Audit
Committee and the Board of Directors at their respective Meetings held on 2nd
May, 2022.
B S R & Co. LLP have provided a written confirmation that they are
eligible to continue to act as the Statutory Auditors of the Company for the Financial
Year 2025-26, in terms of the applicable provisions of the Companies Act, 2013 and the
Rules framed thereunder.
22. COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Rules, 2014, the cost records are required to be maintained by your Company and the same
are required to be audited. Your Company, accordingly, maintains the required cost
accounts and records.
The Board of Directors of your Company, based on the recommendation of
the Audit Committee, had appointed M/s. Tapan Gaitonde &
Co., Cost Accountants (Firm Registration No.: 104043 & Proprietor
Membership No.: 38637), as the "Cost Auditors" of the Company for the Financial
Year 2024-25, pursuant to Section 148 and other applicable provisions of the Companies
Act, 2013 ("the Act"), the Companies
(Audit and Auditors) Rules, 2014 and the Companies (Cost Records and
Audit) Rules, 2014, at its Meeting held on 25th October, 2024 and their
remuneration was duly ratified by the Shareholders by way of a Postal Ballot whose results
were declared on 14th December, 2024.
Your Board of Directors, upon recommendation of the Audit Committee, at
its Meeting held on 23rd April, 2025, has re-appointed M/s. Tapan Gaitonde
& Co., who have conveyed their eligibility and willingness for re-appointment, as the
"Cost Auditors" of your Company for the Financial Year 2025-26 and approval of
the Shareholders for ratification of their remuneration has been sought at the ensuing
31st (Thirty-
First) Annual General Meeting of the Company.
23. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Board of Directors had, upon recommendation of the Audit Committee, at its
Meeting held on 2nd
May, 2024, appointed M/s. BNP & Associates, Company Secretaries
(Firm Registration Number: P2014MH037400), Mumbai to undertake Secretarial Audit of your
Company for the Financial Year 2024-25.
The Secretarial Audit Report issued by M/s. BNP & Associates,
Secretarial Auditors for the Financial Year 2024-25, which is an unqualified report, is
annexed herewith as Annexure B ‘ ’.
Your Board of Directors has, upon recommendation of the Audit
Committee, at its Meeting held on 23rd April, 2025, further recommended to the
Shareholders for their approval, re-appointment of M/s. BNP & Associates, who have
provided their consent and confirmed their eligibility, as the "Secretarial
Auditors" of your Company for a term of 5 (Five) consecutive years, commencing from
the conclusion of the 31st (Thirty-First) Annual General Meeting till the
conclusion of the 36th (Thirty-Sixth) Annual General Meeting (i.e., to conduct Secretarial
Audit of the Company from the Financial Year 2025-26 upto the Financial Year 2029-30).
24. COMPLIANCE WITH THE SECRETARIAL STANDARDS:
Your Company is in compliance with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2), as issued by the Institute of Company Secretaries of India (ICSI), as applicable.
25. AUDIT COMMITTEE:
Pursuant to the provisions of Section 177 of the Companies Act, 2013,
Rule 6 of the Companies (Meetings of Board and Its Powers) Rules,
2014 and Regulation 18 read with Part C of Schedule II to the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has constituted Audit
Committee of the Board of Directors comprising of the following
Members during the Financial Year 2024-25:
Sr. No. Name of the Member |
Designation & Category |
1. Mr. R. R. Govindan |
Chairman (Non-Executive, Independent
Director) |
2. Mr. Ashok V. Hiremath |
Member (Non-Executive, Non-Independent
Director) |
3. Mr. Vijay K. Khot (*) |
Member (Non-Executive, Independent Director) |
4. Dr. Brahma Nand Vyas (*) |
Member (Non-Executive, Independent Director) |
5. Ms. Anjali Gupte (#) |
Member (Non-Executive, Independent Director) |
(*) Mr. Vijay Kashinath Khot and Dr. Brahma Nand Vyas who were
formerly Members of the Audit Committee, resigned as "Independent Directors" of
the Company with effect from the close of the business hours on 2nd May, 2024
and 4th October, 2024 respectively and consequently ceased to be the Members of
the Audit Committee during the Financial Year 2024-25.
(#) Ms. Anjali Gupte has been appointed as a Member of the Audit
Committee w.e.f. 16th May, 2024.
Audit Committee Meetings were held 4 (Four) times during the Financial
Year 2024-25 (on 2nd May, 2024, 29th July, 2024, 25th
October, 2024 and 27th January, 2025). The Statutory Auditors, Internal
Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The
Statutory Auditors and the Internal Auditors, inter alia present their observations
on adequacy of internal financial controls , and the steps necessary to bridge gaps, if
any. Accordingly, the Audit Committee makes observations and recommendations to the Board
of Directors of your Company. The Board has accepted all the recommendations of the Audit
Committee during the Financial Year 2024-25. The Company Secretary & Compliance
Officer acts as Secretary to the Audit Committee.
26. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013,
Rule 6 of the Companies (Meetings of Board and Its Powers) Rules,
2014 and Regulation 19 read with Part D of Schedule II to the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has constituted
Nomination and Remuneration Committee of the Board of Directors comprising of the
following Members during the Financial Year 2024-25:
Sr. No. Name of the Member |
Designation & Category |
1. Mr. R. R. Govindan |
Chairman (Non-Executive, Independent
Director) |
2. Mr. Balram Singh Yadav |
Member (Non-Executive, Non-Independent
Director) |
3. Mr. Vijay K. Khot (^) |
Member (Non-Executive, Independent Director) |
4. Ms. Anjali Gupte (*) |
Member (Non-Executive, Independent Director) |
(^) Mr. Vijay Kashinath Khot who was formerly a Member of the
Nomination and Remuneration Committee, resigned as an "Independent Director" of
the Company with effect from the close of the business hours on 2nd May, 2024
and consequently ceased to be a Member of the Nomination and Remuneration Committee during
the Financial Year 2024-25.
(*) Ms. Anjali Gupte has been appointed as a Member of the Nomination
and Remuneration Committee w.e.f. 16th May, 2024.
Nomination and Remuneration Committee Meetings were held 4 (Four) times
during the Financial Year 2024-25 (on 2nd May, 2024, 29th July,
2024, 25th October, 2024 and 27th January, 2025).
27. CORPORATE SOCIAL RESPONSIBILITY ("CSR") & CSR
COMMITTEE:
Pursuant to the provisions of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
constituted Corporate Social Responsibility (CSR) Committee of the Board of Directors
comprising of the following
Members during the Financial Year 2024-25:
Sr. No. Name of the Member |
Designation & Category |
1. Mr. Ashok V. Hiremath |
Chairman (Non-Executive, Non-Independent
Director) |
2. Mr. Balram Singh Yadav |
Member (Non-Executive, Non-Independent
Director) |
3. Mr. R. R. Govindan |
Member (Non-Executive, Independent Director) |
4. Dr. Brahma Nand Vyas (*) |
Member (Non-Executive, Independent Director)
(Upto 4th October, 2024) |
(*) Dr. Brahma Nand Vyas who was formerly a Member of the CSR
Committee, resigned as an "Independent Director" of the Company with effect from
the close of the business hours on 4th October, 2024 and consequently ceased to
be a Member of the CSR Committee during the Financial Year 2024-25.
CSR Committee Meetings were held 2 (Two) times during the Financial
Year 2024-25 (on 2nd May, 2024 and 25th October, 2024).
CSR Policy and Areas of CSR Expenditure:
As a responsible corporate citizen, your Company recognizes CSR as
integral to the way it does its business and strives to engage, connect and uplift the
community in and around the areas in which your Company operates. The CSR Policy of your
Company aligns itself with the Godrej Industries Group’s ‘Good and Green’
vision of creating a more inclusive and greener India. Each of your Company’s CSR
projects are aligned with the ‘Good and Green’ goals of the Godrej Industries
Group and correspond to different items listed in Schedule VII to the Companies Act, 2013,
which create social, environmental and economic value for the society.
Your Company aspires and consistently moves in the direction to become
a sustainable company through leadership commitment, multiple stakeholder engagements and
disciplined value chain mechanisms. Your Company’s holistic approach towards
sustainability not only manages its externalities but also provides tangible solutions for
the benefit and upliftment of the communities around its manufacturing sites. The CSR
Policy of your Company outlines programmes and projects which the Company undertakes to
create a positive impact on its stakeholders, taking into account the priorities of the
nation and the needs of the local communities in order to deliver high- impact programmes
that are easy to scale up.
During the Financial Year 2024-25, under its Corporate Social
Responsibility (CSR) activities, the Company worked on projects in the area of bamboo
development and community development. Bamboo development project is with an objective to
encourage farmers to take up bamboo cultivation by leveraging government entitlement,
while the community development programme during the year under review was with an
objective to enhance access to education for economically disadvantaged students.
The CSR Policy of your Company is uploaded on the website, viz.,
www.godrejastec.com and can be accessed through the web link
https://www.godrejastec.com/investors/codes-and-policies.
Amount of CSR Spending:
Your Company was required to spend `63.75 Lakh for the Financial Year
2024-25 towards CSR Activities in terms of the provisions of
Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, which has been entirely spent or
utilized towards CSR Activities. During the Financial Year 2024-25, your Company has also
spent unspent amount of `8.01 Lakh of the previous year(s) on CSR activities.
Annual Report on CSR Activities:
The Annual Report on CSR Activities for the Financial Year 2024-25 is
annexed herewith as Annexure C ‘ ’.
28. RISK MANAGEMENT & THE RISK MANAGEMENT COMMITTEE:
Pursuant to the provisions of Regulation 21 read with Part D of
Schedule II to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management
Committee of the Board of Directors comprising of the following Members during the
Financial Year 2024-25:
Sr. No. Name of the Member |
Designation & Category |
1. Mr. Ashok V. Hiremath |
Chairman (Non-Executive, Non-Independent
Director) |
2. Mr. Balram Singh Yadav |
Member (Non-Executive, Non-Independent
Director) |
3. Mr. R. R. Govindan |
Member (Non-Executive, Independent Director) |
During the Financial Year 2024-25, there was no change in the
composition of the Risk Management Committee.
Risk Management Committee Meetings were held 2 (Two) times during the
Financial Year 2024-25 (on 27th September, 2024 and 24th March,
2025).
The detailed terms of reference of the Risk Management Committee are
set out in the Corporate Governance Report forming a part of the Annual Report.
Your Company considers ongoing risk management to be a core component
of the management and functioning of the Company and understands that the Company’s
ability to identify and address risks is essential for achieving its corporate objectives.
Your Company has, therefore, developed and implemented a Risk Management Policy. Your
Company has formulated a series of processes, structures and guidelines which assist the
Company to identify, assess, monitor and manage its business risks. In order to achieve
this objective, your
Company has clearly defined responsibility and authority of the
Company’s Board of Directors and of the Risk Management Committee, to oversee and
manage the risk management programme, while conferring responsibility and authority on the
Company’s senior management, to develop and maintain the risk management programme in
light of the day-to- day emerging needs of the Company. Regular communication and review
of risk management practices provides your Company with important checks and balances to
ensure the efficacy of its risk management. Detailed and meaningful discussions on risk
factors and mitigation measures for the same take place at the meetings of the
Risk Management Committee. At present, there are no identified elements
of risks which, in the opinion of the Board, may threaten the existence of the Company.
29. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company
has constituted a Stakeholders’ Relationship Committee of the Board of Directors,
comprising of the following Members during the Financial Year 2024-25:
Sr. No. Name of the Member |
Designation & Category |
1. Mr. Balram Singh Yadav |
Chairman (Non-Executive, Non-Independent
Director) |
2. Mr. R. R. Govindan |
Member (Non-Executive, Independent Director) |
3. Mr. Vijay K. Khot (^) |
Member (Non-Executive, Independent Director) |
4. Mr. Nandkumar Dhekne (*) |
Member (Non-Executive, Independent Director) |
(^) Mr. Vijay Kashinath Khot who was formerly a Member of the
Stakeholders’ Relationship Committee, resigned as an "Independent Director"
of the Company with effect from the close of the business hours on 2nd May,
2024 and consequently ceased to be a Member of the Stakeholders’ Relationship
Committee during the Financial Year 2024-25.
(*) Mr. Nandkumar Dhekne has been appointed as a Member of the
Stakeholders’ Relationship Committee w.e.f. 16th May, 2024.
Meeting of the Stakeholders’ Relationship Committee was held once
during the Financial Year 2024-25 (viz., on 27th January, 2025).
Ms. Tejashree Pradhan, Company Secretary & Compliance Officer is
the Secretary to Stakeholders’ Relationship Committee. She has attended the Meeting
of the Stakeholders’ Relationship Committee held during the Financial Year 2024-25.
The details of Investor Complaints during the Financial Year 2024-25
are as follows:
Complaints outstanding as on 1st
April, 2024 |
0 |
(+) Complaints received during the Financial
Year ended 31st March, 2025 |
0 |
(-) Complaints resolved during the Financial
Year ended 31st March, 2025 |
0 |
Complaints outstanding as on 31st
March, 2025 |
0 |
Shareholders’ requests received by the Company are mainly
pertaining to hard copy of Annual Report and dividend revalidation. There are no pending
share transfers as on 31st March, 2025.
30. MANAGING COMMITTEE:
Your Company has constituted a Managing Committee of the Board of
Directors, which comprised of the following Members during the
Financial Year 2024-25:
Sr. No. Name of the Member |
Designation & Category |
1. Mr. Balram Singh Yadav |
Chairman (Non-Executive, Non-Independent
Director) |
2. Mr. Ashok V. Hiremath |
Member (Non-Executive, Non-Independent
Director) |
3. Mr. Burjis Godrej |
Member (Non-Executive, Non-Independent
Director) (*) |
4. Mr. Anurag Roy (^) |
Member (Whole-Time Director & Chief
Executive Officer) (Upto 25th October, 2024) |
(*) Mr. Burjis Godrej has been appointed as the "Managing
Director" of the Company with effect from 1st April, 2025.
(^) Mr. Anurag Roy who was formerly a Member of the Managing Committee,
resigned as the "Whole Time Director & Chief Executive
Officer" of the Company with effect from close of business hours
on 25 th October, 2024 and consequently ceased to be a Member of the Managing
Committee during the Financial Year 2024-25.
The terms of reference of the Managing Committee include handling of
various administrative and other matters of the Company, which have been delegated to the
Managing Committee by the Board of Directors from time to time.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE AND INTERNAL
COMPLAINTS COMMITTEE:
Your Company, as a part of the Godrej Industries Group, is committed to
creating and maintaining an atmosphere in which employees can work together without fear
of sexual harassment, exploitation or intimidation and there is zero tolerance towards any
such unwarranted instances. The values of mutual trust and respect are considered by your
Company as fundamental to its existence.
The Board of Directors of your Company has constituted Internal
Complaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder, comprising of the following Members for Head Office as on 31stMarch, 2025:
1. Ms. Vijayalakshmi Iyer, Presiding Officer
2. Mr. Arijit Mukherjee, Member
3. Mr. Tarun Surya, Member
4. Mr. Vivek Raizada, Member
5. Ms. Prarthana Uppal, Member
6. Ms. Sharmila Kher, External Member
The Company has formulated and circulated to all the employees, a
Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper
mechanism for redressal of complaints of sexual harassment.
The details of complaints with the ICC during the Financial Year
2024-25 are as follows:
Complaints outstanding as on 1st
April, 2024 |
0 |
(+) Complaints received during the Financial
Year ended 31st March, 2025 |
1 |
(-) Complaints resolved during the Financial
Year ended 31st March, 2025 |
1 |
Complaints outstanding as on 31st
March, 2025 |
0 |
The Company has complied with the applicable provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder.
32. RELATED PARTY TRANSACTIONS:
All Related Party Transactions entered into by your Company during the
Financial Year 2024-25 were on arm’s length basis and in the ordinary course of
business. There were no material significant Related Party Transactions entered into by
the Company with its Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company.
Approval of the Audit Committee of the Board of Directors was obtained
for all the Related Party Transactions. Accordingly, as per provisions of Section
134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, disclosure of
Related Party Transactions in Form AOC-2 is not applicable. Approval of
the Shareholders was duly obtained for Related Party Transactions entered into or to be
entered into with Godrej Agrovet Limited (Holding Company) during the Financial Year
2024-25, beyond the Materiality threshold as provided in Regulation 23(4) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Attention of the Shareholders is also drawn to the
disclosure of transactions with Related Parties as set out in Note No. 51 of the
Standalone Financial Statements, forming part of the Annual Report. None of the Directors
have any pecuniary relationships or transactions vis-a-vis the Company during the
Financial Year 2024-25.
33. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR
ENTITY BELONGING TO THE PROMOTER /
PROMOTER GROUP:
During the Financial Year 2024-25, the Company has entered into Related
Party Transactions with Godrej Agrovet Limited, its Promoter and
Holding Company, based on considerations of various business
exigencies, such as synergy in operations and the same are in line with the
Company’s long-term strategy. Approval of the Shareholders was
duly obtained for Related Party Transactions entered into or to be entered into with
Godrej Agrovet Limited during the Financial Year 2024-25, beyond the Materiality threshold
as provided in Regulation 23(4) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
All such Related Party Transactions during the Financial Year under
review are in the ordinary course of business, on arm’s length basis and are intended
to further the Company’s interests. The same have been disclosed in the Financial
Statement.
34. CORPORATE GOVERNANCE:
In accordance with Regulation 34 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), a detailed report on Corporate Governance is included
in the Annual Report. M/s. BNP & Associates, Company Secretaries, Mumbai, who are also
the "Secretarial Auditors" of your Company, have certified that your Company is
in compliance with the requirements of Corporate Governance in terms of Regulation 34 of
the Listing Regulations and their Compliance Certificate is annexed to the Report on
Corporate Governance.
35. POLICIES OF THE COMPANY:
The Companies Act, 2013, the Rules framed thereunder and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") have mandated the formulation of certain policies
for all listed companies and/or unlisted companies. All our Policies are available on the
Company’s website, viz., www.godrejastec.com and can be accessed through the web link
https://www.godrejastec.com/investors/codes-and-policies.
The Policies are reviewed periodically by the Board and its Committees
and are updated based on the need and new compliance requirements.
The major Policies which have been adopted by your Company as on 31stMarch,
2025 are as follows:
Sr. No. Name of the Policy |
Particulars / Brief
Description of the Policy |
1. Risk Management Policy |
The Company has in place, a
Risk Management Policy which has been framed by the Board of Directors of the Company,
based on the recommendation made by the Risk Management Committee. This Policy deals with
identifying and assessing risks such as operational, strategic, financial, security, cyber
security, property, legal, regulatory, reputational and other risks and the Company has in
place an adequate risk management infrastructure capable of addressing these risks. |
2. Corporate Social
Responsibility Policy |
The Corporate Social
Responsibility Committee has formulated and recommended to the Board of Directors, a
Corporate Social Responsibility Policy, indicating the activities to be undertaken by the
Company as corporate social responsibility, which has been approved by the Board. This
Policy outlines the Company’s strategy to bring about a positive impact on society
through various activities and programmes relating to livelihood, healthcare, education,
sanitation, environment, etc. |
3. Policy for Determining
Material Subsidiaries |
This Policy is used to
determine the material subsidiaries of the Company in order to comply with the
requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing
Regulations. As on 31st March, 2025, your Company does not have any material
subsidiary. |
4. Nomination and
Remuneration Policy |
This Policy approved by the
Board formulates the criteria for determining qualifications, competencies, positive
attributes and independence of a Director and also the criteria for determining the
remuneration of the Directors, Key Managerial Personnel and other Senior Management
Personnel. |
Sr. No. |
|
Name of the Policy |
Particulars / Brief
Description of the Policy |
5. Whistle Blower Policy /
Vigil Mechanism |
The Company has a Vigil
Mechanism / Whistle Blower Policy. The purpose of this Policy is to enable employees to
raise concerns regarding unacceptable improper practices and/or any unethical practices,
violation of any law, rule or regulation, in the organization without the knowledge of the
Management. The Policy provides adequate safeguards against victimization of persons who
use such mechanism and makes provision for direct access to the Chairperson of the Audit
Committee, in appropriate or exceptional cases. |
6. Policy on Prevention of
Sexual Harassment at Workplace |
The Company has in place, a
Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper
mechanism for redressal of complaints of sexual harassment and thereby helps to create and
maintain an atmosphere in which employees can work together without fear of sexual
harassment, exploitation or intimidation and places emphasis on the Company’s zero
tolerance towards any incidents of sexual harassment. |
7. Policy on Materiality
of Related Party Transactions and Dealing with Related Party Transactions |
This Policy regulates all
transactions between the Company and its Related Parties, in accordance with the
provisions of the Companies Act, 2013, the Rules framed thereunder and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time. |
8. Code of Conduct for
Insider Trading |
This Policy sets up an
appropriate mechanism to curb Insider Trading, in accordance with the provisions of the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time. |
9. Policy on Criteria for
Determining Materiality of Events |
This Policy applies to
disclosure of material events affecting the Company. This Policy warrants disclosure to
investors and has been framed in compliance with the emerging requirements of the Listing
Regulations. |
10 Policy for Maintenance
and Preservation of Documents |
The purpose of this Policy
is to specify the type of documents and time period for preservation thereof based on the
classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers
all business records of the Company, including written, printed and recorded matter and
electronic forms of records. |
11. Archival Policy |
This Policy is framed
pursuant to the provisions of the Listing Regulations. As per this Policy, all such events
or information which have been disclosed to the Stock Exchanges are required to be hosted
on the website of the Company for a minimum period of 5 (Five) years and thereafter in
terms of the Policy. |
12. Dividend Distribution
Policy |
This Policy is framed by the
Board of Directors in terms of the Listing Regulations. The focus of the Company is to
have a Policy on distribution of dividend so that the investors may form their own
judgment as to when and how much dividend they may expect. |
13. Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) |
This Policy / Code is framed
by the Board of Directors in terms of the Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018. It aims to strengthen the
Internal Control System and curb / prevent leak of Unpublished Price Sensitive Information
("UPSI") without a legitimate purpose. The Policy / Code intends to formulate a
stated framework and policy for fair disclosure of events and occurrences that could
impact price discovery in the market for the Company’s securities. In general, this
Policy aims to maintain transparency and fairness in dealings with all the stakeholders
and to ensure adherence to applicable laws and regulations. |
14. Code of Conduct for
the Board of Directors and Senior Management Personnel |
The Company has in place, a
Policy / Code of Conduct for the Board of Directors and Senior Management Personnel which
reflects the legal and ethical values to which the Company is strongly committed. The
Directors and Senior Management Personnel of your Company have complied with the Code
during the Financial Year 2024-25. |
15. Policy to Promote Board
Diversity |
This Policy endeavours to
promote diversity at Board level, with a view to enhance its effectiveness. |
Sr. No. Name of the
Policy |
Particulars / Brief
Description of the Policy |
16. Policy on
Familiarization Programmes for Independent Directors |
Your Company has a Policy on
Familiarization Programmes for Independent Directors, which lays down the practices
followed by the Company in this regard, on a continuous basis. |
17. Human Rights Policy |
Your Company has in place, a
Human Rights Policy which demonstrates your Company’s commitment to respect human
rights and treat people with dignity and respect in the course of conduct of its business
and operations. |
36. MANAGERIAL REMUNERATION:
The remuneration paid to Directors, Key Managerial Personnel and other
employees of the Company during the Financial Year 2024-25 was in conformity with the
Nomination and Remuneration Policy of the Company. The disclosure as per the provisions of
Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure
D’.
37. PARTICULARS OF EMPLOYEES:
The disclosure as per Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, in respect of employees of your Company, is available for
inspection by the
Shareholders at the Registered Office of the Company, during business
hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e.,
excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 31st
(Thirty First) Annual General Meeting, subject to restrictions (if any) as may be imposed
by the Government(s) and/or local authority(ies) from time to time. If any
Shareholder is interested in inspecting and obtaining a copy thereof,
such Shareholder may write an e-mail to agm.astec@godrejastec.com.
38. DEPOSITS:
Your Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013, [(i.e., deposits within the meaning of Rule 2(1)(c) of the
Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2024-25. Thus,
the details of deposits required as per the provisions of the Companies (Accounts) Rules,
2013 are as follows:
(a) Deposits accepted during the Financial
Year 2024-25 : |
Nil |
(b) Deposits remained unpaid or unclaimed
during the Financial Year 2024-25 : |
Nil |
(c) Whether there has been any
default in repayment of deposits or payment of interest thereon during the Financial Year
: 2024-25 and if so, number of such cases and total amount involved: |
Nil |
(i) At the beginning of the Financial Year : |
Nil |
(ii) Maximum during the Financial Year : |
Nil |
(iii) At the end of the Financial Year : |
Nil |
(d) Details of Deposits which are not in
compliance with the requirements of Chapter V of the Companies Act, 2013 : |
Nil |
39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT:
In the opinion of the Board of Directors of your Company, adequate
internal financial controls are available and operative, with respect to the preparation
and finalization of Financial Statements for the Financial Year 2024-25.
40. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration)
Amendment Rules, 2021, Annual Return in Form MGT-7 will be hosted on
the website of the Company, viz., www.godrejastec.com at the web link
https://www.godrejastec.com/investors/other-updates.
41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Compulsory Transfer of Dividend and Equity Shares to Investor Education
and Protection Fund (IEPF) Account:
In accordance with the applicable provisions of the Companies Act,
2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the Unpaid or Unclaimed
Dividends are required to be transferred to the Investor Education and Protection Fund
(IEPF) established by the Central Government, upon completion of 7 (Seven) years. Further,
all the Equity Shares of the Company on which dividend has not been paid or claimed for 7
(Seven) consecutive years or more is also required to be transferred to IEPF. The Company
is in compliance with the aforesaid provisions and the IEPF Rules.
Unclaimed / Unpaid Dividend:
The dividend amount for the Financial Year 2017-18 remaining unclaimed
shall become due for transfer to the Investor Education and
Protection Fund ("IEPF") established by the Central
Government in terms of Section 124 of the Companies Act, 2013, on 1st August,
2025, upon expiry of 7 (Seven) years from the date of its declaration.
The Company is sending reminders to all such Shareholders at their registered addresses
for claiming the unpaid / unclaimed dividend, which will be transferred to IEPF in due
course.
The detailed dividend history, due dates for transfer to IEPF, and the
details of unclaimed amounts lying with the Company in respect of dividends declared are
available on website of the Company, www.godrejastec.com at the web link
https://www.godrejastec.com/investors/ unclaimed-dividend. Also, pursuant to the
provisions of Section 124(2) of the Companies Act, 2013, your Company has uploaded the
details of unpaid and unclaimed amounts lying with the Company in respect of dividends
declared for the Financial Year 2023-24, on the website of the Company.
42. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND
COST AUDITORS:
There are no qualifications, reservations, adverse remarks and
disclaimers of the Statutory Auditors in the Auditors’ Reports (Standalone and
Consolidated) on the Financial Statements for the Financial Year 2024-25.
There are no qualifications, reservations, adverse remarks and
disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the
Financial Year 2024-25.
There are no qualifications, reservations, adverse remarks and
disclaimers of the Cost Auditors in their Cost Audit Report on the Cost Records for the
Financial Year 2023-24 (noted during the Financial Year 2024-25). The Cost Audit Report
for the Financial Year 2024-25 will be received in due course.
43. SIGNIFICANT REGULATORY OR COURT ORDERS:
During the Financial Year 2024-25 and thereafter till the date of this
Report, there have been no significant and material orders passed by the regulators or
Courts or Tribunals which can adversely impact the going concern status of your Company
and its operations in future.
44. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2024-25 TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE DIRECTORS’ REPORT (I.E., FROM 1ST APRIL, 2025 UPTO 23RD
APRIL, 2025), IF ANY:
There are no material changes and commitments affecting the financial
position of your Company which have occurred between the end of the Financial Year 2024-25
to which the Financial Statements relate and the date of the Directors’ Report (i.e.,
from 1st April, 2025 upto 23rd April, 2025).
45. EMPLOYEES STOCK OPTION PLAN, 2012 AND EMPLOYEES STOCK OPTION
SCHEME, 2015:
Your Company has introduced and implemented the following Employees
Stock Option Plan and Scheme:
| |
|
|
Sr. No. |
Date of Shareholders’ Approval |
Exercise Price per Option |
Name of the Plan /Scheme |
|
|
1. Employees Stock Option
Plan, 2012 ("ESOP 2012") |
Original Scheme approved vide
Special Resolution passed at the Extra-ordinary General Meeting held on 27th
March, 2012 |
`34/- (Rupees Thirty-Four
Only) as per the Original Scheme |
|
Amended Scheme approved vide
Special Resolution passed on 26th September, 2021, through Postal Ballot, the
results of which were declared on 27th September, 2021 |
`10/- (Rupees Ten Only) as
per the Amended Scheme |
2. Employees Stock Option
Scheme, 2015 ("ESOS 2015") |
Special Resolution passed at
the 21st (Twenty- First) Annual General Meeting held on 22nd
September, 2015 |
The Company shall use Fair
Value Method to value its Options. The Exercise Price for the Options will be the Closing
Market Price of the Equity Shares of the Company listed on the recognized Stock Exchange
as on the date immediately prior to the relevant date of the grant of the Options to the
Eligible Employees and Eligible Directors. |
The Nomination and Remuneration Committee of the Board of Directors
administers and monitors the ESOP 2012 and ESOS 2015.
Your Company has received a certificate from M/s. BNP & Associates,
Company Secretaries, Mumbai and the Secretarial Auditors of the
Company, that ESOP 2012 and ESOS 2015 have been implemented in
accordance with the provisions of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the resolutions passed by the Shareholders. Any request for
inspection of the said Certificate may please be sent to agm.astec@godrejastec.com.
The disclosures as per Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 have been put on the website of the Company, viz.,
www.godrejastec.com at the web link https://www.godrejastec.com/
Investors/corporate-announcements.
46. FRAUD REPORTING:
There have been no instances of frauds reported by the Statutory
Auditors under the provisions of Section 143(12) of the Companies Act,
2013 and the Rules framed thereunder, either to the Company or to the
Central Government, during the Financial Year 2024-25.
47. ADDITIONAL INFORMATION:
The additional information required to be given under the Companies
Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and
forming part of the Financial Statements. The Notes to the Financial Statements referred
to the Auditors’ Report are self-explanatory and therefore, do not call for any
further explanation.
48. LISTING FEES:
Your Company has paid requisite annual listing fees to BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE), the Stock
Exchanges where its securities are listed.
49. DEPOSITORY SYSTEM:
Your Company’s Equity Shares are available for dematerialization
through National Securities Depository Limited ("NSDL") and Central Depository
Services (India) Limited ("CDSL"). The ISIN Number of your Company for both NSDL
and CDSL is INE563J01010.
50. RESEARCH AND DEVELOPMENT:
Your Company continues to focus on Research and Development
("R&D") and firmly believes that productive R&D is a key ingredient for
success. Your Company has a state-of-the-art Research & Development (R&D) Center,
named "Adi Godrej Center for Chemical Research and Development" in Rabale,
Maharashtra. The facility, well-equipped with synthesis lab, formulation lab as well as
sophisticated safety infrastructure, will enable your Company to expand offerings in
Contract Development & Manufacturing Organization (CDMO) space. The R&D Center
will further aid your Company in improving product development, providing access to
advanced equipment and facilities, fostering collaboration, and driving innovation. With
improved capability to reduce the time-to-market for innovative solutions and provide
end-to-end solutions supported by advanced labs and analytical instruments, the R&D
Center will also make your Company a partner of choice for innovator companies across the
globe. Your Company’s substantial investment in a future-ready R&D Center
reflects its unwavering commitment towards long-term value creation despite challenges in
the short run.
51. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as
‘Annexure E’.
52. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Company has prepared its Business Responsibility &
Sustainability Report ("BRSR") for the Financial Year 2024-25, in accordance
with the provisions of Regulation 34(2) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Circular
No. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated 10th May, 2021 issued by the
Securities and Exchange Board of India (SEBI). The BRSR is prepared in accordance with the
9 (Nine) principles of the ‘National Guidelines on Responsible Business Conduct’
(NGBRCs) and forms part of this Annual Report.
Further, SEBI vide its Circular No.
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12th July, 2023, has introduced BRSR
Core for assurance by the listed entities and disclosures and assurance for the value
chain of listed entities, as per the BRSR Core. The BRSR
Core is a sub-set of the BRSR, consisting of a set of Key Performance
Indicators ("KPIs") / metrics under 9 (Nine) Environmental, Social &
Governance (ESG) attributes. Keeping in view the relevance to the Indian / emerging market
context, few new KPIs have been identified for assurance. The disclosure will be
applicable in a phased manner and on the basis of market capitalization of the listed
entity.
53. SCHEME OF AMALGAMATION / ARRANGEMENT:
During the Financial Year 2024-25, your Company has not proposed or
considered or approved any Scheme of Merger / Amalgamation / Takeover / De-merger /
Arrangement with its Members and/or Creditors.
54. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016,
DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the Financial Year 2024-25, there was no application made and
proceeding initiated / pending by any Financial and/or Operational
Creditors against your Company under the Insolvency and Bankruptcy
Code, 2016.
As on the date of this Report, there is no application or proceeding
pending against your Company under the Insolvency and Bankruptcy Code, 2016.
55. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year 2024-25, the Company has not made any
settlement with any bank or financial institution for any loan / facility availed by it
or/and still in existence.
56. INTERNAL FINANCIAL CONTROLS:
Your Company is committed to constantly improve the effectiveness of
internal financial controls and processes for efficient conduct of its business operations
and ensuring security to its assets and timely preparation of reliable financial
information. In the opinion of the Board, the internal financial control system of your
Company commensurate with the size, scale and complexity of business operations of your
Company. The Company has a proper system of internal controls to ensure
that all the assets are safeguarded and protected against loss from unauthorized use or
disposition and that transactions are authorized, recorded and reported correctly. Your
Company’s Corporate
Audit & Assurance team issues well-documented operating procedures
and authorities, with adequate in-built controls at the beginning of any activity and
during the continuation of the process, if there is a major change. The internal control
is supplemented by an extensive programme of internal, external audits and periodic review
by the Management. This system is designed to adequately ensure that financial and other
records are reliable for preparing financial statements and other data and for maintaining
accountability of assets.
The Statutory Auditors and the Internal Auditors are, inter alia,
invited to attend the Audit Committee Meetings and present their observations on adequacy
of Internal Financial Controls and the steps required to bridge gaps, if any. Accordingly,
the Audit Committee makes observations and recommendations to the Board of Directors of
your Company.
57. HUMAN RESOURCES:
Your Company continues to have amicable employee relations at all
locations and would like to place on record its sincere appreciation for the unstinted
support it continues to receive from all its employees. Your Company drives interventions
to enhance the workforce productivity in the business and also makes concrete efforts to
improve the employee engagement and connect. Your Company is committed to building and
maintaining a safe and healthy workplace. There are several policies formulated for the
benefit of employees, which promote gender diversity, equal opportunity, prevention of
sexual harassment, safety and health of employees. Your Company constantly makes concerted
efforts towards creating learning and development opportunities on a non-discriminatory
basis, that continually enhance the employee value in line with the organizational
objectives. The total number of permanent employees on the rolls of your Company as on 31st
March, 2025 was 555.
58. APPRECIATION:
Your Board of Directors wishes to place on record its sincere
appreciation and gratitude for the continued support and co-operation received from the
various Central and State Government Departments, organizations and agencies. The
Directors also gratefully acknowledge all stakeholders of the Company, viz., Shareholders,
customers, dealers, vendors, banks, credit rating agencies and other business partners for
the excellent support received from them during the Financial Year 2024-25. Your Directors
also express their warm appreciation to all the employees of the Company for their
unstinted commitment and continued contribution in the performance of the Company.
59. CAUTIONARY STATEMENT:
The statements in the Board’s Report describing the Company’s
objectives, expectations or forecasts may be forward-looking within the meaning of
applicable securities laws and regulations. Actual results may differ materially from
those expressed herein. Important factors which could influence the Company’s
operations include global and domestic demand and supply conditions affecting selling
prices of finished goods, input availability and prices, changes in government
regulations, tax laws, economic developments within the country and other factors such as
litigations and industrial relations.
For and on behalf of the Board of Directors of |
Astec LifeSciences Limited |
Burjis N. Godrej |
Balram Singh Yadav |
Managing Director |
Director |
(DIN: 08183082) |
(DIN: 00294803) |
Date: 23rd April, 2025 |
Place: Mumbai |
|