Dear Members,
Your Directors have the pleasure of presenting their Fortieth (40th)
Annual Report together with the Audited Financial Statements for the year ended March 31,
2025.
FINANCIAL RESULTS
In compliance with the provisions of the Companies Act, 2013
(Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI Listing Regulations') the Company has prepared its standalone
financialstatements for the FY 2024-25. The highlights of the standalone financial results
of the Company for the FY 2024-25 and FY 2023-24 are as under:
(Amount in Lakhs except earnings per share)
Particulars |
2024-25 |
2023-24 |
Revenue from Operations |
6050.01 |
5259.75 |
Other Income |
7.09 |
2.59 |
Less: Total
expenditure before finance cost, depreciation, Exceptional items and Tax Expense |
5054.55 |
4280.23 |
Profit / loss
before Depreciation, Finance Costs, Exceptional items and Tax Expense |
1002.55 |
982.11 |
Regulation 24A (1B) of the
Listing Regulations in providing Less: Depreciation / Amortisation / Impairment |
63.04 |
64.84 |
Profit / loss before Finance
Costs, Exceptional items and |
939.51 |
917.27 Tax Expense |
Less: Finance Costs |
87.70 |
114.31 |
Profit / loss before Exceptional
items and |
851.81 |
Tax Expense 802.96 |
Add / (less): Exceptional items |
0 |
0 |
Profit / (loss) before Tax
Expense |
851.81 |
802.96 |
Less: Tax Expense (Current &
Deferred) |
221.92 |
219.76 |
Profit / (loss) for the year(1) |
629.89 |
583.20 |
Other Comprehensive Income / loss
(2) |
(1.37) |
1.74 |
Total Comprehensive Income (1+2) |
628.52 |
584.94 |
Balance of profit / loss for earlier
years |
1401.19 |
974.47 |
Less: Transfer to Reserves |
0 |
0 |
Less: Dividend paid on Equity
Shares |
85.97 |
158.22 |
Less: Dividend Distribution Tax |
0 |
0 |
Balance carried forward |
1943.74 |
1401.19 |
FINANCIAL RESULTS HIGHLIGHTS
Revenue from Operations for the year ended 31st March 2025 is Rs.
6050.01 lakhs as against Rs.
5259.75 lakhs in the corresponding period of financial year,
EBT for the year ended 31st March 2025 is Rs. 851.81 Lakhs as against
Rs. 802.96 Lakhs in the corresponding period of the previous year, representing a decrease
of 6.09%.
Net profit for the year ended 31st corresponding period of the previous
year, representing decrease of 8.01%.
EPS of the Company for the year ended 31st March 2025 stood at Rs. 5.50
as compared to Rs. 5.21 in its previous year.
During the year under review, your company has done a very remarkable
financial result and of above Rs. 6050.01 lakhs for the first time in its history after
completing 39 years. Due to increase in manufacturing, sales and trading sales and
simultaneously increase in conversion activities during the year, the revenue from
operations is increased by
15.03% from Rs. 5259.75 lakhs in previous year to Rs. 6050.01 lakhs
during the present financial year 2024-25.
We as an organization remain vigilant to the ground developments with
confidence and optimism to manage emerging scenarios.
The Company is committed to its vision to emerge as an
efficientproducer of Valves in the secondary market. The Company is also focused on
increasing capacity utilization of all units, improving product-mix, reducing operating
costs, launching new products and improving operational efficiency with technology
upgradation.
DIVIDEND
During the year, the board, based on the company's performance ,
the directors are also pleased to recommend for your consideration and approval for
payment of final dividend of Rs. 0.85/- per equity share of face value of Rs. 10/- each
for the financialyear 2024- 25. The final dividend on equity shares, if approved by the
members would involve a cash 97,43,550/-. Pursuant to regulation 43A of the SEBI listing
regulations, a dividend distribution policy is available on the company's website viz
https://www.atamvalves.in .
SHARE CAPITAL
The Company's Authorised Share capital during the financialyear
ended 31st March, 2025, remained at Rs.15,00,00,000 comprising of 1,50,00,000 shares of
Rs. 10/- The paid up equity share capital as on March 31, 2025 stood at Rs. 11,46,30,000/-
comprising of 1,14,63,000 shares of Rs. 10/- each fully paid shares.
GENERAL RESERVE
Details in regards of reserves have been disclosed in financial
statements of the .
DEPOSITS
The company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet as per section 73 and 76 of the Companies Act, 2013 read
with
Companies (Acceptance of Deposits) rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-Appointment
The composition of the Board of Directors and its Committees, viz.,
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever
applicable. As on March 31, 2025, the Company has Eight Directors comprising of Four
Executive Directors including 1 Women Director and Four Non-Executive Independent
Directors including 1 Women Independent Director.
Board Changes During the Year
(i) Appointment and Re- appointment of Mr. Gaurav Jain, Independent
Director
Appointment of Mr. Gaurav Jain (DIN: 08845759) was made on the board in
the board meeting held on February 28, 2024 to fill the casual vacancy caused by sudden
demise of Mr. Ravi Bhushan Jain. This appointment was approved by members in Postal ballot
dated August 18, 2024 for a term upto next Annual General Meeting. Subsequently Mr. Gaurav
Jain (DIN: 08848759) was reappointed as Non-Executive Independent Director of the Company
for a further term of 05 (five) years commencing October 1, 2024 to September 30, 2029
(both days inclusive). This reappointment was approved by the Board of Directors in the
board meeting held on September 4, 2024 and was subsequently approved by the members at
the Annual General Meeting held on September 30, 2024.
(ii) Re-appointment of Mr. Amit Jain, Managing Director
During the year, Mr. Amit Jain (DIN: 01063087) was reappointed as
Managing Director of the Company for a further period of Five (05) years with effect from
September 7, 2024 to September 6, 2029 (both days inclusive). This reappointment was
approved by the Board of Directors in the board meeting held on September 4, 2024 and was
subsequently approved by the members at the Annual General Meeting held on September 30,
2024.
(iii) Re-appointment of Mrs. Pamila Jain , Wholetime Director
During the year, Mrs. Pamila Jain (DIN: 01063136) was reappointed as
Wholetime Director of the Company for a further period of Five (05) years with effect from
September 7, 2024 to September 6, 2029 (both days inclusive). This reappointment was
approved by the Board of Directors in the board meeting held on September 4, 2024 and was
subsequently approved by the members at the Annual General Meeting held on September 30,
2024.
(iv) Re-appointment of Mrs. Rajni Sharma, Independent Director
During the year, Mrs. Rajni Sharma (DIN: 08510736) was reappointed as
Non-Executive Independent Director of the Company for a further term of 05 (five) years
commencing October 1, 2024 to September 30, 2029 (both days inclusive). This reappointment
was approved by the Board of Directors in the board meeting held on September 4,
2024 and was subsequently approved by the members at the Annual General
Meeting held on September 30, 2024.
(v) Re-appointment of Mr. Surinder Kumar Salwan ,Independent
Director
During the year, Mr. Surinder Kumar Salwan (DIN: 08510741) was
reappointed as Non-Executive Independent Director of the Company for a further term of 05
(five) years commencing October 1, 2024 to September 30, 2029 (both days inclusive). This
reappointment was approved by the Board of Directors in the board meeting held on
September 4, 2024 and was subsequently approved by the members at the Annual General
Meeting held on September 30, 2024.
Retirement by Rotation
Mr. Amit Jain (DIN: 01063087) retires by rotation and being eligible,
offers himself for re-appointment
A resolution seeking shareholders' approval for his re-appointment
along with other required details forms part of the
Notice.
Independent Directors
In terms of Section 149 of the Act and the SEBI Listing Regulations,
Mrs. Rajni Sharma, Mr. Parminder Singh, Mr. Surinder Kumar Salwan and Mr. Gaurav Jain are
the Independent Directors of the Company as on date of this Report. All Independent
Directors of the Company have given declarations under Section 149(7) of the Act, that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the
Listing Regulations,theIndependentDirectorshaveconfirmedthat they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. In the opinion of the Board, the Independent
Directors possess the requisite expertise and experience and are persons of high integrity
and repute. They fulfil the conditions specified in the Act as well as the Rules made
thereunder and are independent of the management.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel
(KMPs') of the Company during FY 2024-25 were:
1. Mrs. Pamila Jain, Wholetime Director and Chief Financial Officer
(CFO).
2. Mrs. Natisha Choudhary, Company Secretary & Compliance
3. Mr. Amit Jain, Managing Director
4. Mr. Vimal Parkash Jain, Wholetime Director cum Chairman
5. Mr. Bhavik Jain, Whole-Time Director
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy on Directors' appointment and
remuneration and other matters provided in Section 178(3) of the Act (salient features)
has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a
part of this Report as Annexure-I.
Selection and procedure for nomination and appointment of Directors
The NRC is responsible for developing competency requirements for the
Board based on the industry and strategy of the Company. The Board composition analysis
reflects in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements. The NRC conducts a gap
analysis to refresh the Board on a periodic basis, including each time a director's
appointment or re-appointment is required. The NRC reviews and vets the profilesof
potential candidates vis-a-vis the required competencies, undertakes due diligence and
meeting potential candidates, prior to making recommendations of their nomination to the
Board.
Criteria for determining qualifications, positive attributes and
independence of a
In terms of the provisions of Section 178(3) of the Act, and Regulation
19 of the SEBI Listing Regulations, the NRC has formulated the criteria for
determiningqualifications,positive attributes and independence of Directors, the key
features of which are as follows:
1. Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender. It also ensures that the
Board has an appropriate blend of functional and industry expertise.
2. Positive Attributes - Apart from the duties of Directors as
prescribed in the Act, the Directors are expected to demonstrate high standards of ethical
behaviour, communication skills and independent judgement. The Directors are also expected
to abide by the respective Code of Conduct as applicable to them.
3. Independence - A Director will be considered independent if
he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors, KMPs and
employees is as per the Remuneration Policy of the
Company.
The said policy is also available on the Company's website URL:
https://www.atamvalves.in/wp-content/uploads/Atam_Valves_
Limited_Nomination_Remuneration_Policy.pdf .
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following Committees
constituted by the Board function according to their respective roles and defined
Audit Committee
Nomination & Remuneration Committee
Stakeholders' Relationship Committee
Details of composition, terms of reference and number of meetings held
for respective committees are given in the Report on Corporate Governance, which forms a
part of this Report. Further, during the year under review, all recommendations made by
the various committees have been accepted by the Board.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 14 (Fourteen) times during the year and the
maximum interval between two meetings did not exceed 120 days. The intervening gap between
the meetings was within the period prescribed under the Act and the SEBI Listing
Regulations. The details of the number of meetings of the Board of Directors including
meetings of the Committees of the Board (Audit Committee, Nomination & Remuneration
Committee and Stakeholders Relationship Committee) held during the financial year 2024-25
also form part of the Corporate Governance Report.
AUDIT & ALLIED MATTERS
Audit Committee
The composition, terms of reference and meetings of the Audit Committee
are disclosed in the Corporate Governance section of the Annual Report. The Audit
Committee of the Board acts in accordance with the terms of reference, which is in
compliance with the provisions of Section 177 of the Companies Act, 2013 (Act) and
Regulation 18 of SEBI Listing Regulations and other applicable provisions of SEBI Listing
Regulations, as amended from time to time.
Statutory Audit
"M/s J. C. ARORA & ASSOCIATES, Chartered Accountants (Firm
Registration No. 012880N) are the Statutory Auditors of the Company and have conducted the
statutory audit for the Financial Year 2024 25. They were appointed as Statutory Auditors
of the Company at the 39th Annual General Meeting held during the financial year 2023 24,
to hold office for a term of five consecutive years, i.e., from the conclusion of the 39th
AGM until the conclusion of the 44th AGM of the Company, in accordance with the provisions
of the Companies Act, 2013 and the rules made thereunder.
The Statutory Auditor's Report does not contain any
qualifications, reservations, adverse remarks or disclaimers
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
has appointed M/s P.S. RALLY & ASSOCIATES, a firm of Company Secretaries in Practice
to conduct the Secretarial Audit of the Company for the year ended March 31, 2025. The
Report of the Secretarial Audit is annexed herewith as Annexure-II. The Secretarial Audit
Report does not contain any qualification, reservations, adverse remarks and disclaimer.
Pursuant to amended provisions of Regulation 24A of the SEBI (LODR) Regulations and
subject to your approval being sought at the ensuing AGM the M/s. P.S. RALLY &
ASSOCIATES, Company Secretaries, Jalandhar (CP No. 5712; Peer Review Unit No. 3644/2023)
has been appointed by the Board as Secretarial Auditors of the Company to undertake the
Secretarial Audit of your Company for the first term of five (5) consecutive years from FY
2025-26 till 2029-30. Secretarial Auditors have confirmed that they are are eligible to
hold office as Secretarial Auditor of your Company. Brief details of M/s. P.S. RALLY &
ASSOCIATES,
Company Secretaries, are separately disclosed in the Notice of ensuing
AGM.
Internal Audit
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s
SOHAN & ASSOCIATES, Chartered Accountants (Firm Registration No. 029391N), as the
Internal Auditor of the Company to conduct auditing of the financial and other related
records of the company and to furnish internal audit report (s) for the Financial Year
2024-25. Their scope of work includes review of processes for safeguarding the assets of
the Company, review of operational and processes, review of statutory and legal
compliances with applicable statutes / laws and assessing the internal
. Internal Auditor findings
controlstrengthsinalltheseareasincludingfinancial are discussed with the process owners
and suitable corrective actions taken as per the directions of the Audit Committee on a
regular basis to improve efficiency in operations. The Internal Auditor reports directly
to their performance scope, functioning, periodicity and methodology for conducting the
internal audit, has taken into consideration their confirmation to the effect that their
infrastructure viz., internal audit structure, staffing and seniority of the officials
proposed to be methodology for conducting the internal audit.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, the Secretarial
Auditors and Internal Auditors have not reported to the Audit Committee, under Section
143(12) of the Companies Act, 2013, any fraud committed against the company by its
officers or employees, the details of which would need to be mentioned in the Board's
Report.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS
During the financial year under review the company has no
subsidiary/associate & Joint Venture Company and as a result no consolidated financial
statements have been prepared.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the company has not transferred any amount to Investor
Education and Protection Fund (IEPF). Further in terms section 124(6) read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules), as amended, the company has not transferred any number of equity shares
to the demat account of Investor Education and Protection Fund.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility
(CSR') Policy of the Company and the initiatives undertaken by the Company on
CSR activities during the year in the format prescribed in the Companies (CSR
Policy') Rules, 2014 are set out in Annexure V of this Report. The CSR Policy is
available on Company's website at URL: https://www.atamvalves.in/investor-relations/
.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The requirement for Business Responsibility and Sustainability
Reporting is not applicable for the year under review to the
Company since it does not fall under the top 1,000 listed companies
based on market capitalization.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI Listing Regulations,
ReportonCorporateGovernancealongwiththecertificatefrom a
Practicing Company Secretary certifying compliance with conditions of
Corporate Governance is annexed to this Report.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The details of familiarisation program for Independent Directors have
been disclosed in the policies section of the website of the Company and available at the
web link: Atam_Valves_Limited_Familiarization_programme_of_Independent_directors.pdf
(atamvalves.in).
INTERNAL CONTROL/INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The company implemented suitable controls to ensure its operational,
compliance and reporting objectives. The company has adequate policies and procedures in
place for its current size as well as the future growing needs. These policies and
procedures play a pivotal role in the deployment of the internal controls. They are
regularly reviewed to ensure both relevance and comprehensiveness and compliance is
ingrained into the management review process.
Adequacy of controls of the key processes is also reviewed by the
internal audit team. Suggestions to further strengthen the process are shared with the
process ownersandchangesaresuitablymade.Significantfindings, along with management
response and status of action plans are also periodically shared with and reviewed by the
audit committee. It ensures adequate to be appointedas internal financial SecretarialAuditorand
control exist in design and operation.
M/s SOHAN & ASSOCIATES was the internal auditor of the company for
the F.Y 2024-25 who conducted internal audit and submitted reports to the audit committee.
The internal audit is processed to design to review the adequacy of internal control of
the company's operations. The audit committee reviews the effectiveness checksin
thesystemandcoversallsignificant of the company's internal control system.
BOARD EVALUATION & CRITERIA FOR EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the working of the Committees of the
Board.
The evaluation process inter alia considers attendance of Directors at
Board and committee meetings, acquaintance with business, compliance with code of conduct,
vision and strategy, which is in compliance with applicable laws, regulations and
guidelines. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Chairman and the Non- Independent
Directors was carried out by Independent Directors. The Directors were satisfied the
overall engagement of the Board and its Committees with the Company. Details of the same
are given in the Report on Corporate Governance annexed hereto.
RISK MANAGEMENT
The company has a duly framed risk management policy as required under
SEBI listing regulations. The Board of Directors oversees the risk management process
including risk identification, impact assessment, effective plans and risk reporting.
The company faces constant pressure from the evolving marketplace that
impacts important issues in risk management and threatens profit margins. The company
emphasizes on those risks that threaten the achievement of business objectives of the
group over the short to medium term. Your company has adopted the mechanism for periodic
assessment to identify, analyse, and mitigate the risks.
The appropriate risk identification method depends on the application
area, the nature of the project, the project phase, resources available, regulatory
requirements and client requirements as to objectives, desired outcome and the required
level of detail. All the senior executives have the responsibility for over viewing
management's processes and which results in identifying, assessing and monitoring
risk associated with organization's business operations and the implementation and
maintenance of policies and control procedures to give adequate protection against key
risk of the company.
Further, in carrying out the risk management processes, the senior
executives of the company consider and assess the appropriateness and effectiveness of
management information and other systems of internal control, encompassing review of the
external auditor's report to management on internal control and action taken or
proposed resulting from those reports.
The risk management and internal control systems within the
organization encompass all policies, processes, practices and procedures established by
management and/ or the board to provide reasonable assurance that:
Established corporate, business strategies and objectives are achieved
;
Risk exposure is identified and adequately monitored and managed ;
Resources are acquired economically, adequatelyprotected effectivelyin efficientlyand
managed carrying out the business financial,managerial and operating information is
accurate, relevant, timely and reliable and Significant
There is an adequate level of compliance with policies, standards,
procedures and applicable laws and regulations.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company promotes ethical behaviour in all its business activities
and has put in place a mechanism for reporting illegal or unethical behaviour. The company
has a vigil mechanism and whistle blower policy under which the persons covered under the
policy including directors and employees are free to report misuse or abuse of authority,
fraud or suspected fraud, violation of company rules, manipulations, negligence causing
danger to public health and safety, misappropriation of monies, and other matters or
activity on account of which the interest of the company is affected. The reportable
matters may be disclosed to the vigilance officer who operates under the supervision of
the audit committee. Persons covered under the policy may also report to the chairman of
the audit committee.
During the year under review, no employee was denied access to the
chairman of the audit committee. No complaints were received under vigil mechanism &
whistle blower policy during the financial year 2024-25
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186
The Company has neither given any loans or guarantees nor made any
investment during the year under review. The overall limit is within the powers of the
Board as applicable to the Company in terms of the applicable provisions of the Companies
Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy
can be accessed on the Company's website at
https://www.atamvalves.in/wpcontent/uploads/Atam_Valves_Limited_Related_Party_Transactions_Policy.pdf
.
During the year under review, all related party transactions entered
into by the Company, were approved by the Audit Committee and were at arm's length
and in the ordinary course of business. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm's length basis. The company had not entered into any Contract/
Arrangements/ Transaction with related parties which is required to be reported in Form
AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014. All related party transactions are mentioned in Note
No.39 of the notes to the Accounts.
INDEPENDENT DIRECTORS' DECLARATION
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing
Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of
Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board. Further, in terms of Section
150 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian
Institute of Corporate Affairs.
CHANGE IN THE NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3)(q) read with Rule
8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business
carried on by the Company during the financial year 2024-25.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE material orders Therearenosignificant passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation. However, Members attention is drawn to the Statement on Contingent Liabilities
and Commitments in the Notes forming part of the Financial Statement.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating .
MANAGERIAL REMUNERATION AND REMUNERATION PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration of directors u/s 197(12) of the
act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this report as Annexure-IV. The Remuneration paid to
all Key management Personnel was in accordance with remuneration policy adopted by the
Company. Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of
Directors is being sent to the shareholders of the Company excluding the statement
prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
ANNUAL RETURN
In accordance with section 134(3)(a) of the Companies Act, 2013 annual
return of the company is available on the website of the company at
https://www.atamvalves.in/investor-relations/.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year
under review, as stipulated under the SEBI listing regulations, is presented in a separate
section, forming part of this annual report.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There are no material changes affecting thefinancialposition of the
Company subsequent to the close of the FY 2024-25 till the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of section 134(3)(m) of
the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014,
regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo are under:
Sr. No. |
PARTICULARS |
COMMENTS |
A. |
CONSERVATION OF ENERGY |
|
(i) |
The steps taken or impact on
conservation of energy. |
Energy conservation is very
important for the company and therefore, energy conservation measures are undertaken
wherever practicable in its factory and attached facilities. The company is making every
effort to ensure the optimal use of energy, avoid waste and conserve energy by using
energy efficient equipment's with latest technologies. Impact on conservation of
energy was that the electricity load expenses reduced. |
|
The steps taken by the company
for utilizing alternate sources of energy. |
Nil |
|
The capital investment on
energy conservation equipment |
Nil |
| B. |
TECHNOLOGY ABSORPTION |
|
|
|
Your company firmly believes
that adoption and use of technology is a fundamental business requirement for carrying out
business effectively and industry is labour intensive, we believe that mechanization |
|
|
The efforts made towards
technology absorption of development through technological innovations is the way to
address the huge demand supply gap in the industry. We are constantly upgrading our
technology to reduce costs and achieve economies of scale. |
(ii) |
The benefits derived like
product improvement, cost reduction, product development or import substitution. |
Nil |
(iii) |
In case of imported technology
imported during the last three years reckoned from the beginning of the financial year. |
|
|
The details of technology imported |
Nil |
|
The year of import |
N.A. |
|
Whether the technology has been fully
absorbed |
N.A. |
|
If not fully absorbed, areas
where absorption has not taken place, and the reasons thereof and |
N.A. |
|
The expenditure incurred on research and
development |
Nil |
. Foreign Exchange Earnings and Outgo: details of Foreign Exchange
earnings and outgo are duly mentioned in the balance sheet.
DIRECTOR'S RESPONSIBILITY STATEMENT systems
ontheframeworkofinternalfinancial established and maintained by the Company, performed by
the internal, statutory and secretarial auditors, including audit of internal controls
over financial reporting the Statutory Auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective
2024-25.
Pursuant to section 134(5) of the Act, with respect to Directors'
Responsibility Statement, the board of directors, to the best of its knowledge and
ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures.
2. The directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonableandprudent affairsof
the company at the end of the astogive trueand view thestate financial year and of the
profit of the company for that period.
3. The directors had taken proper and sufficient care for the with the
provisions of companies act, 2013 and rules made thereunder for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities.
4. The directors had prepared the annual accounts on a going concern
basis.
5. 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.
6. The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
MD & CFO CERTIFICATION
The MD andCFOofthecompanyarerequiredtogiveannualcertificationon
financial reporting and internal controls to the board in terms of Regulation 17(8) of
listing regulation and certification on financial board in terms of Regulation 33 of
listing regulation and same is also published in this report as Annexure-III. .Whilethe
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work that is
free from discrimination, harassment and has provided equal opportunities of employment to
all irrespective of their caste, religion, colour, marital status and gender. The Company
believes that women should be able to do their work in a safe and respectful environment
that encourages maximum productivity. The Company has a zero tolerance towards sexual
harassment. The Company has adopted a policy on prevention of sexual harassment of women
at work place and put in place proper dissemination mechanism across the Company. The
Company has carried out awareness programmes / sessions on the
mechanism established under this policy, across its various locations. The Company has
complied with the provisions relating to the constitution of Internal Complaints Committee
(ICC) under The Sexual Harassment of Women at Workplace Prevention, Prohibition and
Redressal) Act, 2013 (POSH), comprising of Presiding Officers the details of complaints
received / resolved or pending are as under:
No. of complaints received during the financial year Nil
No. of complaints disposed of during the financial year Nil
No. of complaints pending as on end of the financial year
EQUITY SHARES LISTING, STOCK CODE AND LISTING FEE PAYMENT
Name and address of the Stock Exchange, Scrip code and Status of fee
paid for the financial year 2024-
Name and Address of the Stock Exchanges |
Stock code/Symbol |
Status of fee Paid for FY 2024-25 |
| BSE Limited |
|
|
| BSE-Corporate Office |
|
|
|
543236 |
PAID |
| Phiroze Jeejeebhoy Towers, Dalal Street, |
|
|
| Mumbai - 400 001 |
|
|
| National Stock Exchange of India Ltd- |
|
|
| Exchange Plaza, C-1, Block G, duringFY |
|
|
| Bandra Kurla Complex, |
ATAM |
PAID |
| Bandra (E) |
|
|
| Mumbai 400 051 |
|
|
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961.
The Company also ensures that no discrimination is made in recruitment
or service conditions on the grounds of maternity.
DIFFERENCE IN VALUATION
The Company has not made any one-time settlement for loans taken from
the Banks or Financial Institutions, and hence 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 is not
applicable.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation for the
contribution made by the employees at all levels with dedication, commitment and team
effort, which helped your company in achieving the performance during the year.
Your directors also acknowledge with thanks the support given by the
government, bankers, members and investors at large and look forward to their continued
support.
|
For and on behalf of Board of Directors |
| Place: - Jalandhar |
Sd/- |
| Date: - 30.08.2025 |
AMIT JAIN |
|
(Managing Director) |
|
DIN: 01063087 |