TO
THE MEMBERS,
Your Directors are pleased to present the 46 th Annual Report together with the Audited
Financial
Statements of the Company for the Financial Year ended on 31 st March, 2025.
1. FINANCIAL PERFORMANCE
(Rs. in Lakhs)
| Particulars |
For the year ended on |
For the year ended on |
|
31 st March, 2025 |
31 st March, 2024 |
| Sales (Net of Indirect Taxes) |
27022.23 |
22111.36 |
| Other Income |
159.24 |
292.54 |
| Operating Profit / (Loss) before Interest and |
2560.49 |
370.58 |
| Depreciation |
|
|
| Interest/ Finance Cost |
571.60 |
210.97 |
| Depreciation |
1173.60 |
899.95 |
| Exceptional Items (Gain)/ Loss |
- |
- |
| Profit/(loss) before tax |
815.29 |
(740.34) |
| Tax expense |
197.23 |
(260.83) |
| Net Profit / (Loss) |
618.06 |
(479.51) |
| Other Comprehensive Income (Net of Tax) |
33.27 |
(1.10) |
| Total Comprehensive Income |
651.33 |
(480.61) |
2. DIVIDEND
During the Financial Year 2024-25, the Company has not declared any dividend. The Board
has decided to retain all earnings for the current period and such retained earnings will
be used to fund future investments and support the company ' s continued growth.
3. RESERVES
During the Financial Year 2024-25, no amount has been transferred to General Reserve.
4. PERFORMANCE AND STATE OF COMPANY AFFAIRS
During the year, total revenue from operations was Rs.27, 022.23 Lakhs an increase of
22.21% as
compared to total revenue from operations of Rs. 22,111.36 Lakhs in the previous year.
The operating profit stood at Rs. 25.60 crore as against Rs. 3.71 crore mainly driven
by increase in
realisation and higher operational efficiency on account of savings in power cost.
At Lords Chloro, we recognize the importance of investing in our future to drive
long-term growth and sustainability. During FY2025, we did a capital expenditure to
increase our production capacity of caustic soda, Chlorinated Paraffin Wax (CPW) and also
added a 16 MW solar power plant to enhancing our operational efficiency.
5. OVERALL MARKET SCENARIO
The global caustic soda market in Fiscal Year 2024-2025 has demonstrated a resilient
growth trajectory, propelled by consistent demand across key industrial sectors. Valued at
approximately USD 47.4 billion in 2024 and projected to reach around USD 48 billion in
2025, the market continues to expand steadily. This growth is predominantly driven by the
robust requirements of the alumina industry for aluminium production, especially in the
automotive and aerospace sectors, alongside persistent needs from the pulp and paper
industry for various processing applications. The escalating global emphasis on water and
wastewater treatment, where caustic soda plays a critical role in pH adjustment and
purification, is also emerging as a significant growth catalyst. Asia-Pacific,
particularly China and India, maintained its dominance as the largest and fastest-growing
market, benefiting from rapid industrialization and urban infrastructure development.
While overall supply remained stable, bolstered by continuous adoption of efficient
membrane cell technology and strategic capacity expansions by major players, localized
supply disruptions and the co-production dynamics with chlorine influenced regional price
fluctuations. Despite these variations, the market generally saw stable prices, with
trends influenced by energy costs, logistical efficiencies, and the health of downstream
industries.
6. FUTURE OUTLOOK
The future outlook for the global caustic soda market beyond FY2025 remains positive
and characterized by continued growth, driven by fundamental industrial demand and
emerging applications, alongside an increasing emphasis on sustainability. The global
caustic soda market is projected to reach approximately USD 71.0 billion by 2033, growing
at a CAGR of around 4.7% from 2025 to 2033. This signifies a steady and sustained upward
trend. Global demand is forecast to climb to 116.30 million tons by 2030 from 94.95
million tons in 2025, reflecting a CAGR of 4.14% over this period. The increasing global
demand for lightweight aluminum in sectors like automotive, aerospace, and construction
will continue to fuel the need for caustic soda in the Bayer process. Continued demand for
high-quality fabrics and the use of caustic soda in processes like mercerization,
scouring, and dyeing will support market growth, especially in emerging economies.
In essence, the future of the global caustic soda market is one of stable and
consistent expansion, deeply intertwined with the growth of foundational industries. The
shift towards sustainable production methods and the increasing importance of water
treatment will be key themes, ensuring caustic soda's continued indispensability in the
global economy.
During FY25, the Company successfully completed key strategic expansion projects,
marking a significant milestone in its growth journey. The caustic soda capacity was
enhanced by 90 tonnes per day (TPD), taking the total installed capacity to 300 TPD.
Additionally, the Company expanded its chlorinated paraffin wax (CPW) capacity from 20 TPD
to 50 TPD and operationalized a 16 MW solar power plant at its facility. These projects
were funded through a balanced mix of internal accruals and debt, reinforcing our
commitment to sustainable and efficient growth.
With these capacities now fully operational, the focus in the near term will be on
optimizing plant utilization, improving operating efficiencies, and deepening downstream
chlorine integration. The Company is actively exploring avenues to strengthen its product
mix by targeting both existing and new chlorine-based derivatives to enhance value
addition and drive future growth.
Global demand for caustic soda remains robust, underpinned by supply-side constraints
and rising energy costs. While current global capacities are expected to meet demand until
2026, forecasts indicate a potential supply-demand mismatch from 2026 2027 onwards if new
capacities are not commissioned, particularly outside India. Lords Chloro Alkali is
well-positioned to capitalize on this emerging opportunity with its enhanced capacities
and integrated operations.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of Company, Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and she has offered herself for
re-appointment. Mr. Hitesh Kumar, Company Secretary and Compliance Officer of the Company
has resigned from the Company with effect from 01 st February, 2025. On the recommendation
of Nomination & Remuneration Committee, the Board of Directors has appointed Mr.
Pankaj Mishra, as Company Secretary and Compliance Officer of the Company with effect from
29 th May, 2025
KEY MANAGERIAL PERSONNEL
The details of the Key Managerial personnel are as under:
| S. No. Name |
Designation |
| 1. Shri Ajay Virmani |
Managing Director |
| 2. Shri Madhav Dhir |
Whole Time Director |
| 3. Shri Deepak Mathur |
Whole Time Director |
| 4. Shri Rajiv Kumar |
Chief Financial Officer |
| 5. Shri Pankaj Mishra* |
Company Secretary |
*Shri Pankaj Mishra has been appointed as Company Secretary and Compliance Officer of
the
Company with effect from 29.05.2025.
8. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Company has received the declaration from all Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under Section 149(6)
of the Companies Act, 2013 and under SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.
The Board took on record the declaration and confirmation submitted by the Independent
Directors regarding meeting the prescribed criteria of independence, after undertaking due
assessment of the veracity of the same in terms of the requirements of regulation 25 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have registered their names in
the Independent Directors Databank. Further, the Board members are satisfied with regard
to integrity, expertise and experience (including the proficiency) of the Independent
Directors of the Company.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their
meeting held on 29 th May, 2025 had carried out the annual evaluation of their own
performance, the Individual Directors (Including the Independent and Non-Independent
Directors) as well as of their committees. The evaluation was carried out based on
parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the Company and all stakeholders etc.
The Independent Non-Executive Directors of the Company met separately without the
presence of the Non-Independent Directors and inter-alia reviewed the performance of the
members of management, Non-Independent Directors and the Board as a whole. Further, the
performance of the Chairperson of the Company and the Committees were also reviewed in the
meeting. The performance review conducted took into consideration the views of the
Executive and Non-Executive Directors.
The Policy on performance evaluation of Independent Directors, Board of Directors,
Committees and other individual Directors covered the role, rights, responsibilities of
Independent Director and related matters are put up on the website of the Company at the
link https://www.lordschloro.com/policies/ .
The following policies of the Company are attached herewith marked as Annexure A and
B . a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
10. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
&
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR
Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, statement regarding
opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the independent directors is given below:
The Company has received necessary declarations from each Independent Director of the
Company under Section 149 (7) of the Companies Act, 2013, confirming that they meet the
criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and
that of Listing Regulations.
The Independent Directors have also confirmed that they have registered their names in
the Independent Directors Databank. Further, the Board members are satisfied with regard
to integrity, expertise and experience (including the proficiency) of the Independent
Directors of the Company.
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on the website of the Company at the link https://www.lordschloro.com/policies/.
11. NOMINATION AND REMUNERATION POLICY
The Board of Directors have constituted Nomination and Remuneration Committee pursuant
to Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 comprising Mr. Sandeep Singh (Chairperson),
Ms. Shubha Singh and Ms. Srishti Dhir as members of the Committee. The Board of Directors
has formulated a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also
lays down the criteria for selection and appointment of Board Members. The details of the
Policy forms a part of this report as Annexure A and the Details / Disclosures of Ratio of
Remuneration to each Director to the median employee ' s remuneration is given in point no
27 of this report. The Nomination and Remuneration Policy is available on our website at
the
https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration-policy.pdf.
12. SUCCESSION PLANNING
The Nomination and Remuneration Committee works with the Board on the leadership
succession plan to ensure orderly succession in appointments to the Board and to senior
management positions.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
Pursuant to Section 185, 186 of the Act read with the Companies (Meetings of the Board
and its Powers) Rules, 2014, disclosures relating to loans, guarantees and investments as
on 31st March 2025 are given in the Notes to the Financial Statements.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY:
There were no material changes and commitments during the period from end of Financial
Year under review till the date of this Report which may be affecting the financial
position of the Company.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY ' S OPERATIONS IN
FUTURE
The Company has not received any significant/material orders from the statutory
regulatory
bodies/courts/tribunals which affect the operations/status of the Company.
16. COST RECORDS
The Cost accounts and records as required to be maintained under Section 148 (1) of Act
are duly
made and maintained by the Company.
17. COST AUDITORS
The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of
the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost
Audit are applicable to the Company for the financial year 2025-26.
The Board of Directors of your Company at its meeting held on 21 st July, 2025, on the
recommendation of Audit Committee, has approved the appointment of M/s Goyal, Goyal
&
Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of
cost records
for the Financial Year 2025-26.
The remuneration proposed to be paid to the Cost Auditor subject to your ratification
at the 46 th
AGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year
2025-26.
18. STATUTORY AUDITORS
At the 42 nd AGM of your Company, the members had approved the appointment of M/s
Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of
the Company, to hold office till the conclusion of 47 th AGM.
19. AUDITOR ' S REPORT
Further, Statutory Auditor of the Company has submitted Auditor ' s Report on the
Accounts of the
Company for the financial year ended on 31 st March 2025. The Notes on financial
statement
referred to in the Auditors ' Report are self-explanatory and do not call for any
further comments.
The Auditors ' Report does not contain any observation, qualification, reservation or
adverse remark.
20. SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made
thereunder, the Board of Directors of the Company had appointed M/s SSPK & Co.,
Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the
Company for the financial year 2024-25.
Further, pursuant to amendment in regulation 24A of SEBI (LODR) Regulations, 2015 the
Board of Directors of the Company in its meeting held on 21 st July, 2025 has appointed
M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct
Secretarial Audit of the Company for a term of up to 5(Five) consecutive years, to hold
office from the conclusion of this Annual
General Meeting ( ' AGM ' ) till the conclusion of 51st AGM of the Company to be held
in the Year
2030.
21. SECRETARIAL AUDITORS ' OBSERVATIONS
The Secretarial Auditors of the Company have submitted their Report in the Form No.
MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended
31st March 2025 which is annexed herewith as Annexure-C to this Report.
Further, Secretarial Auditor of the Company has submitted Secretarial Auditor ' s
Report of the
Company for the financial year ended on 31 st March 2025. The Auditor ' s report is
self-explanatory
and requires no comments.
22. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board ' s report.
23. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
24. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL
Adopting sustainable production practices at all levels of the organization is the need
of the hour. At Lords Chloro Alkali Ltd., we are committed to continual improvement
through sustainable initiatives focused on reducing greenhouse gas emissions, minimizing
energy consumption, and promoting water conservation.
At Lords Chloro Alkali Ltd., we are unwavering in our commitment to enhancing safety
across all levels of the organization and in the surrounding communities. In collaboration
with national organizations such as AMAI, we have extended our efforts to train public
sector organizations in the NCR region, promoting best practices beyond our own
operations.
Sustainability, Safety, and Environmental Stewardship Initiatives at Lords Chloro
Alkali Ltd.
?— Advanced Emission Control: To improve air quality and reduce
emissions, DG sets have been replaced with sets compliant with CPCB IV+ norms. These
generators offer significantly lower emissions of particulate matter (PM) and nitrogen
oxides (NOx), along with enhanced fuel
efficiency and superior load-handling capabilities.
?— Clean Fuel Integration: All boilers in the plant now operate
exclusively on clean fuels such as hydrogen and LPG. The use of all conventional and
polluting fuels has been entirely phased out, marking a significant shift toward
sustainable operations.
?— Emergency Preparedness: Demonstrating our commitment to safety
and readiness, an offsite emergency mock drill was successfully conducted in collaboration
with the National Disaster Response Force (NDRF) and the Alwar District Crisis Group.
?— Recognition for Safety Excellence: Our continued focus on
industrial safety has been recognized with the prestigious Rajasthan State Factory Safety
Award 2024, conferred by the Factories & Boilers Inspection Department, Government of
Rajasthan.
?— On-site Chlorine Utilization: A Chlorinated Paraffin Wax plant
has been commissioned to utilize toxic chlorine gas within the premises, thereby
eliminating the need for hazardous tonner filling and off-site transportation, and
significantly reducing associated risks.
Lords Chloro Alkali Ltd. Advances Sustainability with 16 MW Solar Power Plant in
Rajasthan
?— Lords Chloro Alkali Ltd. (LCAL) has taken a significant step toward
sustainability by commissioning a 16 MW solar power plant in Bikaner, Rajasthan, which
began operations in October 2024. The plant supports LCAL ' s broader goal of
transitioning to clean energy and reducing its carbon footprint. Environmentally, it
contributes to an estimated annual reduction of 17,200 tons of CO emissions comparable to
planting around 8,47,500 trees each year.
This solar initiative forms a core part of LCAL ' s ongoing strategy to adopt green
technologies and
improve overall energy efficiency.
25 . ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGOING.
In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving
the required information relating to energy conservation, technology absorption, foreign
exchange earnings and outgoings is annexed herewith as Annexure D .
26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial
year with
related parties were in the ordinary course of business and on an arm ' s length basis.
During the year, all related party transactions were placed before the Audit Committee
and Board of
Directors for approval.
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts)
Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company ' s website at the
link: https://www.lordschloro.com/policies.
Details of transactions, contracts and arrangements entered into with related parties
by the Company, during Financial Year 2024-25, is given under Notes to Accounts annexed to
Financial Statements, which forms part of this Annual Report.
27. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year:
| Name of the Directors |
Ratio to median remuneration |
Remuneration in (Rs.) |
| Shri Ajay Virmani |
35.09:1 |
1,53,72,621 |
| Shri Madhav Dhir |
35.01:1 |
1,53,35,113 |
| Shri Deepak Mathur |
13.13:1 |
57,50,183 |
b) The percentage increase in remuneration of each Director, Chief Financial
Officer, Company Secretary in the financial year:
| Name |
% Increase |
| Shri Ajay Virmani |
16.05% |
| Shri Madhav Dhir |
16.10% |
| Shri Deepak Mathur |
8.59% |
| Shri Rajiv Kumar (Chief Financial Officer) |
12.06% |
| Shri Hitesh Kumar (Company Secretary) |
- |
* Shri. Hitesh Kumar (Company Secretary) joined the company in the current FY. So
therefore, the percentage increase cannot be ascertained.
c) The percentage increase in the median remuneration of employees in the financial
year:
The percentage increase in the median remuneration of employees in the financial year
was
15.14%.
d) The number of permanent employees on the rolls of company;
The number of permanent employees on the rolls of the company at the end of financial
year
were 201.
e) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if
there
are any exceptional circumstances for increase in the managerial remuneration;
Average percentile increase in the salaries of employees other than the managerial
personnel is
3.71%. Average percentile increase in the salaries of managerial personnel is 14.66%.
f) Affirmation that the remuneration is as per the remuneration policy of the
Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
None of the Employees drew the salary more than the prescribed limit i.e. 1.02 Crores
in a year for the financial year 2024-25 as per the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 except Managing Director and Whole Time
Director, who is employed throughout the financial year, who were in receipt of
remuneration of Rs. 1.33 crores (One crore and thirty three lakh) and Rs. 1.32 crores (One
crore and thirty two lakh).
None of the Employees drew the salary more than the prescribed limit i.e. 8.50 Lakhs in
a month during the financial year 2024-25 as per the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Any member interested in obtaining the information of top-10 employee of the Company
may write
to the Company Secretary at the registered office or the corporate office of the
Company.
28. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The criteria for Directors' appointment have been set up by the Nomination,
Remuneration and Compensation Committee (NRCC), which, inter-alia, includes criteria for
determining qualifications, positive attributes, independence of a Director,
basis/criteria of remuneration to Directors/KMPs and other matters provided under Section
178 of the Companies Act, 2013 ('the Act') and the SEBI Listing Regulations 2015. The
Company has a Remuneration Policy in place which deals in the remuneration of the
Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs) and other
employees of the Company. The said remuneration policy is available on the Company's
website at the following web link:
https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration-policy.pdf
29. ANNUAL RETURN
The Annual Return of the Company can be accessed on the website of the Company at
following link:
https://www.lordschloro.com.
30. SECRETARIAL STANDARDS
The Directors state that applicable secretarial standards have been duly followed by
the Company.
31. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review the Company has not made any application during the year
and no
proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at March
31, 2025.
32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, there has been no one-time settlement. Since there is no,
One-Time Settlement, therefore there is no difference between amount of the valuation done
at the time of one-time settlement and the valuation done while taking loan from the banks
or financial institutions.
33. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
34. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a
Certificate from the Practicing Company Secretary confirming the compliance with
conditions of corporate governance are appended herewith as Annexure F .
A certificate from Managing Director and Chief Financial Officer of the Company in
terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015,
inter-alia confirming the correctness of financial statements and cash flow statements,
adequacy of internal control measures and reporting of matters was placed before the Audit
Committee and Board.
35. MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and Analysis Report for the year under review, as stipulated
under
Regulation 34 of the Listing Agreement, 2015 is annexed herewith Annexure G to
this Report.
36. RISK MANAGEMENT
The Company has constituted a Risk Management Committee which ensures that the Company
has an appropriate and effective Enterprise Risk Management system with appropriate
policies and processes which carries out risk assessment and ensures that risk mitigation
plans are in place by validating the same at regular intervals.
Brief details about the Risk Management are provided in the Corporate Governance
Report.
37. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company have constituted Corporate Social Responsibility
(CSR) committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and
provisions comprising Mr. Ajay Virmani (Chairperson), Mr. Madhav Dhir and Ms. Sakshi
Vashisth as members of the Committee. The said Committee has been entrusted with the
responsibility of formulating and recommending to the Board, a CSR Policy indicating the
activities to be undertaken by the Company, monitoring the implementation of the framework
of the CSR Policy and recommending the amount to be spent on CSR activities.
The Corporate Social Responsibility Policy, as framed by the Members of Corporate
Social
Responsibility Committee, is available on Company ' s website
https://www.lordschloro.com/policies.
An annual report of CSR activity has been disclosed with this report as Annexure H .
38. MEETINGS OF THE BOARD
Eight (8) meetings of the Board of Directors were held during the year. For further
details, please
refer section of Report on Corporate Governance of this Annual Report.
39. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company established a vigil mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud or violation of the company
' s Code of Conduct or ethics policy.
This mechanism provides adequate safeguards against victimization of director(s)/
employee(s) and
also provide for direct access to the Chairman of the Audit Committee in exceptional
cases.
The details of establishment of such mechanism disclosed at the website of the company
https://www.lordschloro.com/policies.
40. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
Your Company has put in place adequate internal financial controls with reference to
the financial
statements, some of which are outlined below.
Your Company has adopted accounting policies which are in line with the Accounting
Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to
apply under Section 133 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable.
These are in accordance with generally accepted accounting principles in India.
The Management periodically reviews the financial performance of your Company against
the
approved plans across various parameters and takes necessary action, wherever
necessary.
41. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Board of Directors of the Company have constituted Internal Complaint Committee who
will hear and redress the complaint made in writing by any aggrieved woman of sexual
harassment at workplace as per the " Sexual Harassment of Woman At Workplace
(Prevention, Prohibition and Redressal) Act, 2013 " . The Policy is also available on
our website at the link, https://www.lordschloro.com/policies.
Your Directors further state that during the year under review, there were no cases
filed pursuant to
the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
| Number of Sexual Harassment |
Complaints |
Nil |
| received |
|
|
| Number of Sexual Harassment |
Complaints |
Nil |
| disposed off |
|
|
| Number of Sexual Harassment |
Complaints |
Nil |
| pending beyond 90 days. |
|
|
42. AUDIT COMMITTEE
The Audit Committee as on 31st March, 2025 comprises Mr. Sandeep Singh (Chairperson),
Mr. Ajay Virmani (Member) and Mr. Amia Kumar Singh (Member). All the recommendations made
by the Audit Committee were accepted by the Board.
43. DIRECTORS ' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended on March 31, 2025, the
applicable Indian Accounting Standards read with requirements set out under Schedule III
to
the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the financial year ended on 31
st March,
2025 and of the loss incurred by the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets
of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ' going concern ' basis; e) the
Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating.
44. INDUSTRIAL RELATIONS
The relations between the Company and its employees continued to be cordial and
harmonious
throughout the year under review.
45. STATUS OF LISTING FEES
The Company equity shares are listed on National Stock Exchange of India Limited and
BSE Ltd. Your Company has been regularly paying listing fees to the BSE Limited &
National Stock Exchange of India Limited, Mumbai.
46. CHANGE IN CAPITAL STRUCTURE
The Company has issued and allotted 35,00,000 (Thirty Five Lakh) Warrants, convertible
into or exchangeable for 1 (one) fully paid-up equity share of the Company of face value
of Rs. 10/- (Rupees Ten) each ("Warrants") to Promoters and Other Entities
belonging to Non-Promoter Category at a premium of Rs. 112/- per Equity Shares aggregate
at a price of Rs. 122/- (Rupees One Hundred and Twenty-Two only) per warrant, which may be
exercised in one or more tranches during the period commencing from the date of allotment
of the Warrants i.e. 12.08.2024 until expiry of 18 (Eighteen) months i.e. 11.02.2026, to
the allottees of Warrants. The above issue of Warrants has been approved by the Board of
Directors in its Meeting held on 17.06.2024 and by the Members of the Company in its
Meeting held on 12.07.2024. The 35,00,000 Warrants has been allotted to the respective
allottees by the Board of Directors in its Meeting held on 12.08.2024.
47. Maternity Benefit Act.
During the period under review the Company has complied with the provisions of
Maternity Benefit
Acts
48. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
Detail of number of employee during the year under review is given below:
| number of employee during the year under
review |
| Female |
03 |
| Male |
198 |
| Transgender |
0 |
49. OTHER DISCLOSURES
1. Company does not have any subsidiary, Joint Venture and Associates
2. During the year company has not issued any equity shares and differential rights as
to
dividend, voting or otherwise.
3. During the year company has not Issued Shares (including sweat equity shares) to
employees of the Company under any scheme.
4. During the year, no unclaimed dividend was required to be transferred in the
Investor Education & Protection Fund of IEPF Authority as no unpaid dividend is lying
with the Company.
5. The details of Credit Rating are disclosed in the Corporate Governance Report, which
forms
part of this Annual Report.
6. During the year under review and until the date of the Report, none of the
securities of your
company were suspended from trading
7. Amount raised through Preferential Issue was fully utilized in the object mentioned
in the notice of General Meeting and there is no deviation/variation in the issue of
proceeds.
8. The Company does not have any scheme of provision of money for the purchase of its
own
shares by employees or by trustees for the benefit of employees.
50. ACKNOWLEDGEMENT
Your Directors wish to convey their deep appreciation to all the company ' s
employees/workers for their dedication and hard work as well as their collective
contribution to the Company ' s performance.
The Directors would also like to thank to the Members, Customers, Dealers, Suppliers,
Bankers, Financial Institutions, Government Authorities and all other business associates
for continued support given by them to the Company and their confidence in its management.
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For and on behalf of the Board of Directors |
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Lords Chloro Alkali Limited |
|
Sd/- |
Sd/- |
| Place : New Delhi |
Ajay Virmani |
Madhav Dhir |
| Date:21.07.2025 |
Managing Director |
Whole Time Director |
|
DIN: 00758726 |
DIN: 07227587 |
Annexure-A
POLICY FOR THE SELECTION AND APPOINTMENT OF DIRECTORS TO THE BOARD
Policy
The Company ' s primary concern in relation to the composition of the Board is to have
a well- balanced group with a variety of backgrounds, skills and experience. The priority
in the nomination of a proposed board member is to identify their respective skills that
will add value to the company and which may not exist in the present composition of board
members.
Procedure
Any Board member may recommend a candidate for a Board position to the Nomination and
Remuneration Committee which shall be responsible for identifying whether the nominee
meets the criteria, is suitable and whether a position exists.
If considered acceptable by the Nomination and Remuneration Committee the candidate is
introduced to the other directors and a vote taken at a Board meeting as to the
appointment of the candidate to the Board.
In terms of the Constitution, a person appointed as a director by the Board, retires at
the next
Annual General Meeting and is eligible for election as a director by the Members.
Criteria
Appointment of Board members is to be considered keeping in mind a broad range of
criteria inter-alia including but not be limited to qualifications, skills, industry
experience, background, integrity and other qualities required to successfully fulfil
his/her responsibilities and obligations as the member of the Board.
Criteria for Independent Director
1. For the purpose of this clause, the expression ' independent director ' shall mean a
non- executive director, other than a nominee director of the company:
a. who, in the opinion of the Board, is a person of integrity and possesses relevant
expertise and experience; b. (i) who is or was not a promoter of the company or its
holding, subsidiary or associate company or member of the promoter group of the listed
entity;
(ii) who is not related to promoters or directors in the company, its holding,
subsidiary or
associate company;
c. apart from receiving director ' s remuneration, has or had no material pecuniary
relationship with the company, its holding, subsidiary or associate company, or their
promoters, or
directors, during the two immediately preceding financial years or during the current
financial year;
d. none of whose relatives has or had pecuniary relationship or transaction with the
company, its holding, subsidiary or associate company, or their promoters, or directors,
amounting to
two percent or more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two immediately
preceding financial years or during the current financial year;
e. who, neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three
financial years immediately preceding the financial year in which he is proposed to be
appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten percent or more of the
gross turnover of such firm;
(iii) holds together with his relatives two percent or more of the total voting power
of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any non-profit
organization that receives twenty-five percent or more of its receipts from the company,
any of its
promoters, directors or its holding, subsidiary or associate company or that holds two
percent or more of the total voting power of the company;
(v) is a material supplier, service provider or customer or a lessor or lessee of the
company;
f. who is less than 21 years of age.
g. who is not a non-independent director of another company on the board of which any
non- independent director of the Company is an independent director.
Other directorships / committee memberships
The Board members are expected to have adequate time and expertise and experience to
contribute
to effective Board performance.
The Nomination and Remuneration Committee shall take into account the nature of and the
time involved in a Director ' s service on other Boards, in evaluating the suitability of
the individual Director and making its recommendations to the Board.
A Director shall not serve as Director in more than 20 companies of which not more than
10 shall be Public Limited Companies. A Director shall not serve as an Independent
Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he
is serving as a Whole-time Director in any Listed Company.
A Director shall not be a member in more than 10 Committees or act as Chairman of more
than 5 Committees across all companies in which he holds directorships. For the purpose of
considering the limit of the Committees, Audit Committee and Stakeholders ' Relationship
Committee of all Public Limited Companies, whether listed or not, shall be included and
all other companies including Private Limited Companies, Foreign Companies and Companies
under Section 8 of the Companies Act, 2013 shall be excluded.
Annexure-B
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy applies to the Board of Directors (the "
Board " ), Key Managerial Personnel (the " KMP " ) and the Senior
Management Personnel of Lords Chloro Alkali Limited (the " Company " ).
" Key Managerial Personnel " (KMP) means -
(i) key managerial personnel", in relation to a company, means (ii) the Chief
Executive Officer or the Managing Director or the Manager; (iii) the Company Secretary;
(iv) the Whole-Time Director; (v) the Chief Financial Officer;
(vi) such other officer, not more than one level below the directors who is in
whole-time employment, designated as key managerial personnel by the Board; and
(vii) such other officer as may be prescribed.
The term " Senior Management " means all personnel of the Company who are
members of its core management team excluding members of the Board of Directors,
comprising all members of management one level below the executive directors, including
the functional heads.
This Policy is in compliance with Section 178 of the Companies Act, 2013 read along
with the
applicable rules thereto.
1. Purpose
The primary objective of the Policy is to provide a framework and set standards for the
nomination and remuneration of Directors, Key Managerial Personnel and other employee
comprising the senior management. The Company aims to achieve a balance of merit,
experience and skills amongst its Directors, Key Managerial Personnel and Senior
Management.
2. Accountabilities
2.1 The Board is ultimately responsible for the appointment of Directors and Key
Managerial Personnel.
2.2 The Board had delegated responsibility for assessing and selecting the
candidates for the enrolment of Directors, Key Managerial Personnel and the Senior
Management of the
Company to the Nomination and Remuneration Committee which makes recommendations
& nominations to the Board.
3. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for:
3.1 Identifying individuals suitably qualified to be appointed as the Director and KMPs
or as in the Senior Management of the Company;
3.2 Recommending to the Board on the selection of individuals nominated for
directorship;
3.3 Making recommendations to the Board on the remuneration payable to the
Directors/KMPs/Senior Officials so appointed/reappointed;
3.4 Assessing the independence of Independent Directors;
3.5 Such other key issues/matters as may be referred by the Board or as may be
necessary in view of the provisions of the Companies Act 2013 and Rules there under.
3.6 To make recommendations to the Board concerning any matters relating to the
continuation in office of any Director, Senior Management at any time including the
suspension or
termination of service of an Executive Director as an employee of the Company subject
to
the provision of the law and their service contract;
3.7 Ensure that level and composition of remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks;
The Nomination and Remuneration Committee comprises of the following:
a) The Committee shall consist of a minimum 3 or more non-executive directors, majority
of them being independent.
b) The quorum shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance. c)
Membership of the Committee and Nomination and Remuneration policy shall be disclosed in
the Annual Report.
d) Term of the Committee shall be continued unless terminated by the Board of
Directors.
CHAIRMAN
a) Chairman of the Committee shall be an Independent Director.
b) Chairman of the Company may be appointed as a member of the Committee but shall not
be a Chairman of the Committee.
c) In the absence of the Chairman, the members of the Committee present at the meeting
shall choose one amongst them to act as Chairman.
d) Chairman of the Nomination and Remuneration Committee could be present at the Annual
General Meeting or may nominate some other member to answer the Members ' queries.
COMMITTEE MEMBERS ' INTERESTS
a) A member of the Committee is not entitled to be present when his or her own
remuneration is discussed at a meeting or when his or her performance is being evaluated.
b) The Committee may invite such executives, as it considers appropriate, to be present
at the meetings of the Committee.
VOTING
a) Matters arising for determination at Committee meetings shall be decided by a
majority of votes of Members present and voting and any such decision shall for all
purposes be deemed
a decision of the Committee.
b) In the case of equality of votes, the Chairman of the meeting will have a casting
vote.
4. Appointment of Directors/KMPs/Senior Officials
4.1 Enhancing the competencies of the Board and attracting as well as retaining
talented employees for role of KMP/a level below KMP are the basis for the Nomination and
Remuneration Committee to select a candidate for appointment to the Board. When
recommending a candidate for appointment, the Nomination and Remuneration Committee has
regard to:
- Assessing the appointee against a range of criteria which includes but not be limited
to qualifications, skills, regional and industry experience, background and other
qualities required to operate successfully in the position, with due regard for
the benefits from diversifying the Board;
- The extent to which the appointee is likely to contribute to the overall
effectiveness of the Board, work constructively with the existing directors and
enhance the efficiencies of the Company;
- The skills and experience that the appointee brings to the role of KMP/Senior
Official and how an appointee will enhance the skill sets and experience of the
Board as a whole;
- The nature of existing positions held by the appointee including directorships or
other relationships and
- The impact they may have on the appointee ' s ability to exercise independent
judgment;
4.2 Personal specifications to be broadly considered:
- Holding relevant education qualification in relevant disciplines;
- Experience of management in a diverse organization;
- Excellent interpersonal, communication and representational skills;
- Demonstrable leadership skills;
- Commitment to high standards of ethics, personal integrity and probity;
- Commitment to the promotion of equal opportunities, community cohesion and health and
safety in the workplace;
- Having continuous professional development to refresh knowledge and skills.
5. Letters of Appointment
Each Director/KMP/Senior Officials is required to sign the letter of appointment with
the Company
containing the terms of appointment and the role assigned in the Company.
6. Remuneration of Directors, Key Managerial Personnel and Senior Management
The guiding principle is that the level and composition of remuneration shall be
reasonable and sufficient to attract, retain and motivate Directors, Key Management
Personnel and other senior officials. The Directors, Key Management Personnel and other
senior official ' s salary shall be based & determined on the individual person ' s
responsibilities and performance and in accordance with the
limits as prescribed statutorily, if any.
The Nominations & Remuneration Committee determines individual remuneration
packages for Directors, KMPs and Senior Officials of the Company taking into account
factors it deems relevant, including but not limited to market, business performance and
practices in comparable companies, having due regard to financial and commercial health of
the Company as well as prevailing laws and government/other guidelines.
i) Remuneration:
a) Base Compensation (fixed salaries)
Must be competitive and reflective of the individual ' s role, responsibility and
experience in relation to performance of day-to-day activities, usually reviewed on an
annual basis; (includes salary, allowances and other statutory/non-statutory benefits
which are normal part of remuneration package in line with market practices).
b) Variable salary:
The nomination and remuneration committee may in its discretion structure any portion
of remuneration to link rewards to corporate and individual performance, fulfilment of
specified improvement targets or the attainment of certain financial or other objectives
set by the Board. The amount payable is determined by the Committee, based on performance
against pre-determined financial and non-financial metrics.
6.1 The Independent Directors shall not be entitled to any stock option and may receive
remuneration by way of fee for attending meetings of the Board or Committee thereof or
for any other purpose as may be decided by the Board and profit related commission as
may be approved by the members. The sitting fee to the Independent Directors shall not be
less than the sitting fee payable to other directors.
6.2 The remuneration payable to the Directors shall be as per the Company ' s policy
and shall be valued as per the Income Tax Rules.
6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management
shall be as may be decided by the Board having regard to their experience, leadership
abilities, initiative taking abilities and knowledge base.
7. Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company
The evaluation/assessment of the Directors, KMPs and the senior officials of the
Company is to be
conducted on an annual basis on such criteria as may be deemed fit and appropriate.
The Executive Director/Non-Independent Directors along with the Independent Directors
will evaluate/assess each of the Independent Directors on such parameters as may be deemed
fit and appropriate. Only the Independent Director being evaluated will not participate in
the said evaluation discussion.
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