The Directors' present this Fortieth Annual Report of Privi
Speciality Chemicals Limited together with the Audited Financial Statements of the Company
for the year ended March 31,2025.
The annexed Financial Statements comply in all material aspects with
the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act,
2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015, as amended from
time to time and other relevant provisions of the Act.
FINANCIAL RESULTS
(' in Lakhs)
Particulars |
Standalone for the year
ended on |
Consolidated for the year
ended on |
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Total Income |
2,05,624.73 |
1,73,367.75 |
2,12,183.65 |
1,77,853.43 |
| Profit before Exceptional Item Interest &
Depreciation & Taxation |
46,434.16 |
34,895.41 |
47,415.94 |
35,126.21 |
| Less: Interest |
8,379.31 |
9,502.36 |
8,788.33 |
9,793.85 |
| Profit before Exceptional Item, Depreciation
and Taxation |
38,054.85 |
25,393.05 |
38,627.61 |
25,332.36 |
| Less: Depreciation |
12,667.94 |
12,195.37 |
13,175.33 |
12,341.43 |
Profit before Exceptional Item and
Taxation |
25,386.91 |
13,197.68 |
25,452.28 |
12,990.93 |
| Add: Exceptional Item |
- |
- |
- |
- |
| Profit before Tax for the year |
25,386.91 |
13,197.68 |
25,452.28 |
12,990.93 |
| Less: Provision for Taxation: |
|
|
|
|
| a. Current Tax |
6,563.27 |
3,080.18 |
6,857.89 |
3,115.75 |
| b. Deferred Tax |
(106.61) |
329.01 |
119.36 |
332.22 |
| c. Tax adjustments for earlier years (Net) |
- |
- |
- |
- |
Sub-Total |
6,456.66 |
3,409.19 |
6,977.25 |
3,447.97 |
Profit after Tax for the year |
18,930.25 |
9,788.49 |
18,475.03 |
9.542.96 |
| Add: Other Comprehensive Income |
(77.61) |
11.73 |
(14.30) |
41.28 |
Total Comprehensive Income for the year |
18,852.64 |
9,800.22 |
18,460.73 |
9,584.24 |
Earnings Per Share (EPS) of ' 10/-
each |
48.46 |
25.06 |
47.87 |
24.43 |
OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS (CONSOLIDATED):
During the year under review, the consolidated revenue from operations
and other income was Rs. 2,12,183.65 Lakhs (Previous year Rs. 1,77,853.43 Lakhs). The
Company achieved consolidated profit before tax of Rs. 25,452.28 Lakhs (Previous year Rs.
12,990.93 Lakhs) and profit after tax & Other Compressive Income of Rs. 18,460.73
Lakhs (Previous year Rs. 9,584.24 Lakhs). The EPS on Consolidated financial statements for
the year ended March 31,2025, was Rs. 47.87 (Previous year Rs. 24.43) on a diluted basis.
CAPITAL STRUCTURE:
The paid-up Equity Share Capital as on March 31,2025, was Rs.
39,06,27,060 and Authorised Capital was of Rs. 55,00,00,000. During the year, there was no
change in the Capital structure i.e., Authorised, Issued and Paid-up Equity Share Capital
of the Company. The Company has only one class of shares.
EMPLOYEE STOCK OPTION SCHEME:
In order to motivate, incentivise and reward loyalty of employees,
recognise past performance, attract and retain talent, thereby drive future growth, the
Company implemented its first Employee Stock Option Scheme 2024 (ESOP 2024). The ESOP
scheme was approved by the members through Postal Ballot dated January 09, 2025. The
Scheme ESOP 2024 shall be administered by Privi Employee Welfare Trust under supervision
of Nomination and Remuneration Committee who shall act as a Compensation Committee as
required under Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.
As approved by the Members, the scheme has also been extended to the
employees of group Companies including Subsidiary(ies) or Associate Company(ies). The
members have approved a grant of options which after conversion to Equity Shares, shall
not exceed 2% of Paid-up Equity Share Capital of the Company under ESOP 2024.
In the year 2024-25, no options were granted to any of the employees
and accordingly, the disclosures pursuant to Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 are not applicable.
DIVIDEND:
The Board of Directors at its meeting held on May 03, 2025, have
recommended a Final Dividend of Rs. 5.00/- (i.e.50%) per equity share for the 2024-25. A
proposal seeking shareholders' approval for declaration and payment of the said final
dividend for 2024-25 is forming part of the Notice of 40th Annual General Meeting. If
approved by the shareholders, the Final Dividend will be paid to those shareholders whose
names appear in the Register of Members as on Book Closure Date on and before August 30,
2025.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, the dividend paid or distributed by the Company shall be taxable in the
hands of shareholders w.e.f. April 01, 2020. The Company shall, accordingly, make the
payment of Final Dividend after deduction of tax at source. The dividend payout is in
accordance with the Company's Dividend Distribution Policy.
Our Company's Dividend Distribution Policy aims to strike a
thoughtful balance between rewarding shareholders and sustaining long-term financial
health. Dividend declarations are guided by a thorough assessment of our financial
performance, liquidity position, future growth strategies, and applicable regulatory
obligations. The Board regularly reviews factors such as profitability, retained earnings,
and market dynamics before proposing any dividend. We remain fully compliant with the
regulatory framework while focusing on maximising shareholder value. This disciplined and
strategic approach reflects our commitment to consistent value creation and prudent
capital management.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI Listing Regulations, the
Board of Directors of the Company has adopted a Dividend Distribution Policy
('Policy') which endeavor for fairness, consistency and sustainability while
distributing profits to the shareholders. The Policy is available on the Company's
website at https://www. privi.com/Downloads/Policies-PSCL/PSCL-Dividend-
Distribution-Policy.pdf.
BOOK CLOSURE AND RECORD DATE:
The Register of Members and Share Transfer Books of the Company will be
closed from Friday, July 25, 2025, to Friday, August 01, 2025 (both days inclusive) and
the Company has fixed Thursday, July 24, 2024, as the "Record Date" for the
purpose of determining the entitlement of Members to receive final dividend for the
financial year ended March 31, 2025.
SUBSIDIARY COMPANIES:
Your Company has three Subsidiaries out of which two are wholly owned
subsidiaries namely Privi Biotechnologies Private Limited and Privi Speciality USA
Corporation. Prigiv Specialties Private Limited is a subsidiary wherein your Company
controls 51% of total voting power and also controls the Composition of Board of
Directors.
The Consolidated Financial Statements presented by the Company includes
the financial results of its subsidiary companies. Further, as provided in Section 136 of
the Act, the Balance Sheet, Statement of Profit and Loss and other documents of the
subsidiary companies are not attached to the Financial Statements of the Company. The
Company will make available free of cost the Audited Financial Statements of the
subsidiary companies and the related detailed information to any member of the Company who
may be interested in obtaining the same. The Financial Statements of the subsidiary
companies will also be kept open for inspection at the Registered Office of the Company
and that of the respective subsidiary companies.
As provided in Section 129[3] of the Act and Rules made thereunder, a
statement containing the salient features of the financial statements of its subsidiaries
in the format AOC 1 is attached to the financial statements as Annexure - 1.
TRANSFER TO RESERVES:
The Board of Directors decided to retain the entire number of Profits
post distribution of Dividend for the Financial Year 2024-25 in the Retained Earnings.
MAJOR EVENTS OCCURRED DURING THE YEAR UNDER
REVIEW:
a) Trishul Award
For achieving the highest export performance, the Company has been
awarded the prestigious "Trishul Award" by honourable Union Minister of State
for Ministry of Chemicals and Fertilisers & Ministry of Health and Family Welfare,
Government of India Ms. Anupriya Patel and CHEMEXCIL. This award recognises the
industry's top exporter in large sector category, signifying exceptional export
excellence and representing the highest accolade conferred by CHEMEXCIL.
b) Commencement of Commercial Production by Joint Venture Company,
Prigiv Specialties Private Limited
The Joint Venture Company, Prigiv Specialties Private Limited have
commenced its operations at its greenfield facility in the Mahad, Maharashtra. This
greenfield facility is a state-of-the-art manufacturing unit, custom-built to produce
small volume fragrance ingredients of medium to high complexity exclusively for Givaudan.
The total capital expenditure incurred for this project is approximately Rs. 178 Crores,
funded through equity contributions from both partners and loan financing from Givaudan.
Privi holds a 51% equity stake in the joint venture with Givaudan holding the remaining
49%. The JV initially targets to manufacture a broad portfolio of value-added products
with a progressive ramp up in activities over the next two to three years The
Commercialisation of operations further solidifies the partnership between the two
companies, who have had a long-standing relationship.
The joint venture's infrastructure has also been expanded with an
additional 5-acre area, adjacent to the existing 4-acre site, laying the foundation for
significant future growth.
c) Improved CDP Score
We are delighted to report an enhancement of our CDP score indicating
enhanced transparency, accountability and action towards environmental sustainability.
Climate Change: Improved from B- to B Water Security held at A- Forest sustained at B
These enhanced and consistent scores reflect our commitment to
transparent reporting and effective environmental action. Though we celebrate this
achievement, we continue to push forward on our sustainability agenda and further align
with science- based targets and international best practices.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
At your company, sustainability isn't just a practice- it's a
deeply rooted belief and culture. From sustainable manufacturing and product safety to
economic analysis, socially responsible sourcing, and a community-focused supply chain,
your approach embraces every facet of sustainable development.
In alignment with Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015-and as guided by SEBI Circulars dated May
05, 2021, May 10, 2021, and July 12, 2023-the top 1000 listed companies by market
capitalisation are required to include a Business Responsibility and Sustainability Report
(BRSR) as part of their Annual Report. Your company proudly upholds this mandate, further
reinforcing its commitment to transparent, responsible, and sustainability-driven business
practices.
The BRSR initiatives taken from an Environmental, Social and Governance
perspective in the prescribed format is available as a Separate Section of this Report and
is also available on the Company's website: www.privi.com.
DEPOSITS FROM PUBLIC:
The Company has not accepted any Deposits from public and as such no
amount on account of Principle or interest on Deposit from public was outstanding as on
the date of the Balance Sheet.
CREDIT RATING:
The Company's credit rating was reaffirmed during the year under
review. CRISIL Ratings Limited, vide its letter dated March 10, 2025, have reaffirmed the
rating as follows:
1. For Long-term Bank facilities: CRISIL AA- / Stable (Revised from
A+/Positive)
2. For Short term Bank facilities: CRISIL A1+ / (Revised from A1)
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the applicable provisions of the Act, read with
Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all
unclaimed dividends are required to be transferred by the Company to the IEPF, after
completion of seven (7) years. Further, according to IEPF Rules, the shares on which the
dividend has not been claimed by the shareholders for seven (7) consecutive years or more
shall be transferred to the demat account of the IEPF Authority. The details relating to
the amount of dividend transferred to the IEPF and corresponding shares on which dividends
were unclaimed for seven (7) consecutive years, are provided in the General Shareholders
Information Section of this Annual Report.
DETAILS OF NODAL OFFICER:
According to rule 7(2A), each company shall nominate a Nodal Officer,
who shall either be a Director or Chief Financial Officer or Company Secretary of the
Company. The Company had appointed Ms. Ashwini Saumil Shah, Company Secretary and
Compliance Officer of the Company as a Nodal Officer as per the abovesaid rule.
TECHNICAL ACHIEVEMENT:
The Company keeps on exploring the possibility of technical improvement
and process optimisation for better yields / product mix / energy efficiency.
The Company's registered office and its Manufacturing Units
located at Mahad and Jhagadia have been assessed and certified as meeting requirements of
ISO/IEC 27001:2022 on March 21,2025.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR
ETC.:
The Board of Directors has established comprehensive criteria for the
appointment of Directors and their remuneration. These criteria encompass qualifications,
positive attributes and the independence of directors, as mandated under sub-section (3)
of Section 178 of the Companies Act, 2013. This policy not only aims to attract and retain
top talent but also ensures that remuneration practices are aligned with the
Company's objectives and shareholder interests.
The salient features of the said policy covering the policy on
appointments and remuneration and other matters have been provided in the Corporate
Governance Report. The Policy is available on the Company's website at http://
www.privi.com/investor-relations/corporate-governance/ company-policies.
BOARD EVALUATION:
The Evaluation of Board, its Committees, Individual Directors
(Independent and Non-Independent Directors), Executive Director and Chairman &
Managing Director was carried out as per the process and criteria laid down by the Board
of Directors based on the recommendation of the Nomination and Remuneration Committee. The
evaluation report criteria for Independent Directors include participation and
contribution by a director in Board / Committee Meetings, commitment, expertise,
integrity, maintenance of confidentiality and independent behavior. The feedback on
evaluation of the Board and its Committees was discussed at the meeting of the Independent
Directors and coordinated by the Chairperson of the Nomination & Remuneration
Committee. The Independent Directors met on March 03, 2025, with respect to the above
process.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) of the Companies Act,
2013 and to the best of their knowledge and belief and according to the information and
explanations provided to them, your Directors hereby make the following statements:
(i) that in the preparation of the financial statements for the year
ended March 31, 2025, the applicable accounting standards read with requirements set out
under Schedule III of the Companies Act, 2013 have been followed and there are no material
departures from the same;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year viz. March 31, 2025, and of the profit of the Company for that period;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) that the Directors have prepared the annual accounts on a 'Going
Concern' basis.
(v) that the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively and
(vi) that the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
DIRECTORS:
During the year under review, Mr. Naresh Madhu Tejwani (DIN: 008474)
and Mrs. Priyamvada Ashesh Bhumkar (DIN: 00726138) were appointed as Additional Directors
in the capacity of Independent Directors w.e.f. October 25, 2024. The Shareholders
approved their appointment through postal ballot on January 09, 2025.
Mr. D. T. Khilnani and Mrs. Anuradha Thakur, Independent Directors of
the Company, resigned with effect from March 31,2025. Mr. Khilnani expressed his inability
to continue as an Independent Director of the Company due to age and health reasons. Mrs.
Thakur's first term as an Independent Director concluded on March 31, 2025, and she
opted to retire from all her professional engagements due to age- related considerations.
Consequently, she did not seek reappointment for a second term.
As on date of this report there are a total of 6 (Six) Directors on the
Board out of which 2 (Two) are executive directors and 4 (Four) are Non-Executive
Independent Directors.
The Board epitomizes a blend of professionalism, knowledge, and
experience, contributing significantly to the strategic direction of the Company. The
Independent Directors appointed during the year symbolise professional integrity and are
known for their extensive expertise and experience.
In line with Section 152 of the Companies Act, the Companies
(Management & Administration) Rules, 2014, and the Articles of Association of the
Company, Mr. Bhaktavatsala Doppalapudi Rao (DIN 00356218), an Executive Director, is due
to retire by rotation at the upcoming Annual General Meeting.
Mr. Bhaktavatsala Doppalapudi Rao, being eligible, has offered himself
for reappointment. The Board of Directors recommends his reappointment, acknowledging his
invaluable contributions to the board and the Company at large.
KEY MANAGEMENT PERSONNEL (KMP):
In terms of Provisions of Section 251 and Section 203 of the Act, the
following are the KMP's of the Company as on March 31,2025:
1. Mr. Narayan S. Iyer - Chief Financial Officer
2. Ms. Ashwini Saumil Shah - Company Secretary & Compliance Officer
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors of the Company, inter alia, confirming that they meet the criteria of
Independence as prescribed under Section 149 of the Act and Regulation 16(1 )(b) of
Listing Regulations, as amended, from Independent Directors confirming that they are not
disqualified for continuing as an Independent Director.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure
2.
The Statement containing particulars of employees as required under
Section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this
Report. However, in accordance with Section 136 of the Act and the stated rules, the
annual report and financial statements dispatched to shareholders and other stakeholders
do not include this specific employee statement. Further, the Report and the Accounts are
being sent to the Members excluding the aforesaid Statement. The said statement is open
for inspection upon request by the Members. Any Member interested in obtaining such
particulars may write to the Company Secretary at investors@privi.co.in
LISTING:
The Company's securities are listed with BSE Limited and National
Stock Exchange of India Limited. The Company has paid the listing fees for 2025-26 on the
Paid-up equity share capital.
RELATED PARTY TRANSACTIONS:
The Company has formulated a Policy on Related Party Transactions, in
line with the requirements of the Act, and Listing Regulations, as amended from time to
time. The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website at https:// www.privi.com/Downloads/Policies-PSCL/PSCL-Policy-
on-Related-Party-Transactions-V-1-2.pdf
All related party transactions entered during 2024-25 were on
arm's length basis, in the ordinary course of business and were in compliance with
the applicable provisions of the Act and the Listing Regulations. An omnibus approval is
obtained for related party transactions which are of repetitive nature and entered in the
ordinary course of business and on arm's length basis. A statement giving details of
all related party transactions pursuant to omnibus approval so granted is placed before
the Audit Committee on a quarterly basis for its review.
The Company has not entered into contracts or arrangements with related
parties in terms of Section 188(1) of the Act and there were no material related party
transactions entered into by the Company with Promoters, Directors, KMPs or other
designated persons which may have a potential conflict with the interest of the Company at
large. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for 2024-25 and
hence does not form part of this Report.
Pursuant to Regulation 23 of the Listing Regulations, the Company
submits details of related party transactions on a consolidated basis to the stock
exchanges as per the specified format on a half-yearly basis.
The details of Related Party Transactions are provided in the
accompanying Financial Statements.
INTERNAL CONTROL AND ITS ADEQUACY:
Adequate internal control systems commensurate with the nature of the
Company's business, size and complexity of its operations are in place and have been
operating effectively. The Directors have laid down policies and procedures which are
adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to Company 's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.
Apart from this your Company has also engaged a full- fledged
professional Internal Audit firm to test and check the Internal Controls of all systems
and suggest corrective and remedial measures.
The Audit Committee deliberated with the members of the Management,
considered the systems as laid down and met the internal audit team and statutory auditors
to ascertain their views on the internal financial control systems. The Audit Committee
satisfied itself as to the adequacy and effectiveness of the internal financial control
systems as laid down and kept the Board of Directors informed. However, the Company
recognises that no matter how the internal control framework is, it has inherent
limitations and accordingly, periodic audits and reviews ensure that such systems are
updated on regular intervals. The Statutory Auditors have also issued a report on the
review of Internal Financial
Controls (ICFR) and have stated that the Internal Controls over
Financial Reporting are adequate and operating effectively.
GOVERNANCE AND COMPLIANCE:
The Secretarial and Legal functions of the Company ensure maintenance
of good governance at all levels. They assist the Company by being compliant in all areas
including legislative expertise, corporate structuring, regulatory changes and governance.
Compliances across various locations are monitored through a Legal Risk Management System.
RISK MANAGEMENT POLICY:
The Company has put in place the Risk Management Plan as detailed in
the Risk Management Policy which is approved by the Board of Directors and adopted by the
Company. The Risk Management Policy is uploaded on the Company's website at
https://www.privi.com/Downloads/Policies- PSCLZPSCL-Risk-Management-Policy--V-1-1.pdf
The Policy provides a framework for identification, evaluation,
management, continuous monitoring of risks and implementation of mitigation strategies.
The risk management strategy is integrated with the overall business strategies of the
organisation and its mission statement to ensure that its risk management capabilities aid
in establishing competitive advantage and allow management to develop reasonable assurance
regarding the achievement of the Company's objectives.
The Risk Management Committee (RMC) oversees the risk management
process in the Company. The RMC is chaired by an Independent Director who is also a member
of the Audit Committee.
A sub-committee consisting of the Head of the Department / Senior
Leadership Team of the Company has been formed which meets monthly. A systematic review of
risks identified is subject to a series of focused meetings of the empowered
Sub-Committee. Each sub-committee member ensures the effectiveness of the risk monitoring
process across his work area and the sub-committee makes assessments of long term,
strategic, macro risks and implementation of mitigation strategies across business units.
REPORTING FRAUD:
During the year, the Statutory Auditors, Cost Auditors, Internal
Auditors, Tax Auditors and Secretarial Auditors have not reported any instances of fraud
committed in the Company by its officers and employees under Section 143(12) of the Act
details of which need to be mentioned in this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015,
the Management Discussion and Analysis Report for the year under review is presented in a
dedicated section of this report. This analysis is integral to understanding the context
of our financial results and the strategic initiatives undertaken by the Company during
FY2024-25.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility Committee has formulated and
recommended to the Board a Corporate Social Responsibility Policy which has been approved
by the Board. The other details of the CSR activities as required under Section 135 of the
Act are given in the CSR Report as Annexure 2 to this Report.
VIGIL MECHANISM AND WHISTLEBLOWER POLICY:
As required under the Act and Listing Regulations, the Company has
devised an effective Whistleblower mechanism enabling stakeholders, including individual
employees and their representative bodies, to communicate their concerns about illegal or
unethical practices freely. The Company has adopted a Vigil Mechanism and Whistleblower
Policy ('the Policy') for stakeholders to report concerns about any unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct.
Protected disclosures can be made by a whistleblower through several channels. The Policy
provides for adequate safeguards against victimisation of employees. No personnel of the
Company have been denied access to the Chairman of the Audit Committee. The Policy also
facilitates all employees of the Company report any instance of leakage of unpublished
price sensitive information.
Vigil Mechanism and Whistle Blower Policy is available on the
Company's Website at https://www.privi.com/Downloads/
Policies-PSCL/PSCL-Vigil-Mechanism-Policy-V-1-1.pdf
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. The Company has also constituted Internal Complaints Committee
(ICC) for its workplaces to address complaints pertaining to sexual harassment in
accordance with the POSH Act.
No complaints were pending at the beginning of the financial year. No
complaint was made/pending as at the end of the financial year.
To build awareness in this area, the Company has been conducting
awareness sessions during induction of new employees and periodically for permanent
employees, third- party employees and contract workmen through online modules and
webinars.
MEETINGS OF THE BOARD:
During the Financial Year 2024-25, 6 (Six) meetings of the Board of
Directors took place. The time gap between two meetings was less than 120 days.
A comprehensive disclosure regarding the Board, its committees, their
composition, and terms of reference, along with the number of board and committee meetings
held and the attendance of directors at each meeting, is meticulously detailed in the
Report on Corporate Governance. This report is an integral part of the main document.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Particulars of loans, guarantees and investments made by the Company as
required under Section 186 (4) of the Act are contained in Note No. 35 to the Standalone
Financial Statements.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
As detailed in the financial statements, there have been no material
changes or commitments that would affect the financial position of the Company from the
end of the fiscal year in question to the date of this report, except as disclosed
therein. This statement attests to the stability and continuity of our financial
operations.
MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:
Throughout the year under review, there have been no significant or
material orders passed by any regulators, courts, or tribunals that could impact the going
concern status or future operations of the Company.
CORPORATE GOVERNANCE REPORT:
A Report on Corporate Governance along with a certificate from a
Practicing Company Secretary regarding the compliance of conditions of Corporate
Governance as stipulated in Regulation 34 of Listing Regulations, 2015 as also the
Management Discussion and Analysis Report are annexed to this Report.
AUDITORS
I. STATUTORY AUDITORS AND THEIR REPORT:
The auditors M/s. BSR & Co. LLP Chartered Accountants, were
appointed as Statutory Auditors at the 35th Annual General Meeting (AGM) held on November
02, 2020, for a term of five years, from the conclusion of 35th AGM till the conclusion of
40th AGM to be held for the year 2024-25.
The Board of Directors have, pursuant to the recommendation of the
Audit Committee, recommended the re-appointment of M/s. BSR & Co. LLP, Chartered
Accountants as the Statutory Auditors of the Company for the further term of five years
from the conclusion of 40th AGM till the conclusion of 45th AGM to be held for Financial
Year 2029-30. They have furnished an eligibility certificate as well as a declaration
confirming their independence as well as their arm's length relationship with the
Company and that they have not taken up any prohibited non-audit assignments for the
Company.
The Board has duly reviewed the Statutory Auditor's Report for the
Financial Year ended on March 31,2025, and the observations and comments, appearing in the
report are self-explanatory and do not call for any further explanation / clarification by
the Board in their Report as provided under Section 134 of the Act.
II. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
As required by Section 204 of the Act, read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to
Regulation 24A of SEBI (LODR) Regulations, 2015, the Board has recommended the appointment
of M/s. Rathi & Associates, Practicing Company Secretaries, to conduct Secretarial
Audit for the period of five years starting from Financial Year 2025-26. M/s. Rathi &
Associates is a peer reviewed firm and they have furnished an eligibility certificate and
peer review certificate.
The Report of the Secretarial Audit for the financial year ended on
March 31,2025, is annexed to this Report and does not have any observations/comments.
III. COST AUDITORS:
As per Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit
of its cost records conducted by a Cost Accountant and accordingly, it has made and
maintained such cost accounts and records.
The Board of Directors have, pursuant to the recommendation of the
Audit Committee, appointed M/s Kishore Bhatia & Associates, Cost Accountants as the
Cost Auditors of the Company for the Financial Year 2024-25. Pursuant to the provisions of
Section 148 of the Act read with The Companies (Audit and Auditors) Rules 2014, the
Members are requested to ratify the remuneration payable to M/s. Kishore Bhatia &
Associates.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
seeking Members' ratification for the remuneration payable to M/s. Kishore Bhatia
& Associates, Cost Accountant forms part of the Notice of the 40th AGM.
CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the
applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the
Board of Directors" and "General Meetings", respectively, issued by The
Institute of Company Secretaries of India (ICSI).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUT GO:
A. CONSERVATION OF ENERGY
I. IMPACT ON ENERGY CONSERVATION IN THE FINANCIAL YEAR 2024-25:
Total installed captive power plant is 1425 MW (500 MW & 925
MW). We generated 4332 MWH power from steam Turbine in 2024-25.
VFDs are provided on the vacuum Pumps, Cooling Tower Pumps, Fans
and Reactor agitators for optimising the power consumption. We have installed VFDs for CT
fans in the first stage in 2024-25. The total cost saving due to energy conservation is
Rs. 50.67 Lakhs.
Replaced the regular and CFL lighting with energy efficient LED
lighting across all plants. Now we use LED lighting throughout the plant.
By recycling Treated effluent water (ZLD ~ 400450 KLD), specific
consumption of water has been brought down significantly to almost NIL in some of the
plants.
Rainwater harvesting is done and the same is used for process
applications and gardening (3603 KL recycled).
Solar Power (400 KWH) installed & total power generated by
Roof top solar plant is 478.95 MW during 2024-25.
Prionyl process improved, hence there is reduction in raw
material consumption, utility consumption, water consumption, effluent & number of
batches of reaction and distillation reduced.
The amber fleur process yield improved, hence there is reduction
in raw material consumption, utility consumption, water consumption, effluent & number
of batches of reaction and distillation reduced.
Dihydromyrcenol process yield improved, hence there is reduction
in raw material consumption, utility consumption, water consumption, effluent & number
of batches of reaction and distillation reduced.
Camphor process yields improved, hence there is reduction in raw
material consumption, utility consumption, water consumption, effluent & number of
batches of reaction and distillation reduced.
Timber touch process yields improved, hence there is reduction
in raw material consumption, utility consumption, water consumption, effluent & number
of batches of reaction and distillation reduced.
II. ENERGY CONSERVATION PLANNING FOR 2024-25/
CAPITAL INVESTMENT:
Solar power from Open access for Unit-I 1.35 MW & Unit-III
2.35 MW & for Unit-7 1.4MW will start from 2025-2026. Legal approval is under
progress. Investment of Rs. 265 Lakhs is made & this will take the renewable energy
share in total electricity consumption to 50%.
Planning to reduce RO reject to 40% by installing ultra
high-pressure RO. This will help to reduce the steam consumption & improve the water
recycle.
Steam conservation approx. 11500 Kg/hr by heat recovery using
TVR technology (3500 Kg/hr from DHMOL column & 8000 Kg/hr from CST).
During Steam conservation Cooling tower requirement will reduce
i.e 630 TR x 2 numbers.
Cooling tower saving by replacing fan with aerodynamics designed
blade (MOC-FRP) for nearly 20 cooling towers.
7 Nos of Italvac vacuum pump to replace steam ejector this
reduces steam consumption & effluent generation by 600 kg/hr.
Power (Electricity) saving by optimisation of Brine plant, Air
compressor plant & chilling plant.
New improved Rainwater harvesting system installation across the
units will be completed in 2025-2026.
Evaluating the option of Mechanical vapor
Recompression evaporation (MVRE) system, this will reduce the
consumption of steam.
Value added products from the side stream of various production
processes with purification & treatment.
Green Technology development at pilot scale from intermediates
of various Products.
III. New Process Developments:
New products from Amberfleur intermediate such Silveramber and
Ambersilk developed. Now in pilot.
New products development such as Privilide (Habanolide),
Privitolide (Exaltolide), Muskolide (Helvetolide)
Batch Process to Continuous process in DHMOL.
Batch Process to Continuous process in PCM.
MPO by Resin process Green Technology development at pilot scale
Process improvement of Delta Damascone process
To introduce Aphermate, Menthofuran, L-Camphor Sulphonic acid,
Privional (Helional), Pricyclal (Cyclal C) as new products.
B: TECHNOLOGY ABSORPTION
During the FY 2024-25, the Company advanced its research and
development (R&D) initiatives, emphasising sustainable practices and innovative
technologies. The Company's R&D strategy focused on continuous batch processes,
the development of green technologies from intermediate products, and the creation of
value-added products from side streams.
During 2024-25 Company undertook below expenditure on Research and
Development:
Sr. No. |
Particulars |
Amount |
| A |
Capital |
235.77 |
| B |
Revenue |
132.36 |
|
Total (a+b) |
368.13 |
|
Total Research & Development Expenses
as % of Turnover |
0.18% |
C: FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars |
Amount |
| Foreign Exchange Earnings |
1,43,647.85 |
| Foreign Exchange Outgo |
81,168.41 |
Annual Return:
Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the
Companies Act and the applicable
Rules, the Annual Return in Form MGT-7 shall be available on
Company's Website at https:// www.privi.
com/investor-relations/reports/annual-return.
OTHER DISCLOSURES:
a. There were no changes in the nature of the business during the year
under review.
b. There were no applications made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016.
c. The Company did not enter into any one-time settlements with banks
or financial institutions regarding any loans, demonstrating prudent financial management
and stable creditor relations.
ACKNOWLEDGEMENTS:
Your Directors' value the consistent support and encouragement
given by Customers, Suppliers, Bankers, Business Associates and Government Agencies to the
Company. The Board of Directors also join us in applauding the employees at all levels for
their dedication, hard work and support at all times.
For and on behalf of the Board of
Directors |
|
|
Mahesh P Babani |
| Place: Navi Mumbai |
Chairman & Managing Director |
| Date: May 03, 2025 |
DIN:0051162 |