To
The Members of
DHANLAXMI CROP SCIENCE LIMITED
Your directors have pleasure in presenting their 20th Annual Report together with
Audited Financial Statement for the year ended 31st March, 2025.
1. FINANCIAL RESULTS ( in Lakhs)
Particulars |
2024-25 |
2023-24 |
| Revenue from Operation |
12930.05 |
6371.03 |
| Other Income |
32. 30 |
4.04 |
| Total Income |
12962.34 |
6375.08 |
Profit before Finance Costs, Depreciation and Taxation |
1265.33 |
692.04 |
Financial Cost |
68.52 |
24.92 |
| Depreciation and Amortization Expenses |
23.94 |
23.06 |
Profit/(Loss) before Tax |
1172.87 |
644.06 |
Provision for Tax |
|
|
| Income Tax |
298.21 |
170.00 |
| Differed Tax |
2.32 |
(0.99) |
| Short/(Excess) Provision of Earlier Year |
4.38 |
7.24 |
Net Profit/(Loss) after Tax |
867.97 |
467.82 |
2. REVIEW OF OPERATION
Your directors are pleased to inform you that the revenue from the operation of the
Company for the year under review increased by 102.95% to Rs. 12930.05 Lakhs as against
Rs. 6371.03 Lakhs in the previous year. During the year under
review,theCompanyhasearnednetprofitof Rs. 867.97 Lakhs as against the net profit
Lakhs in the previous year. Barring unforeseen circumstances, your Directors are
hopeful of achieving better financial performance in the coming years.
3. DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits
from public within the meaning of section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.
4. TRANSFER OF RESERVES
The Company did not transfer any sum to general reserves for the year ending 31st March
2025.
5. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there were no changes in the nature of the business of
the Company.
6. DIVIDEND
The Board of Directors of your Company has not recommended any dividend for the
financial year under review.
7. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a
Dividend Distribution
Policy, setting out the parameters for the declaration and distribution of dividends.
The Policy is available on the website of the Company at
https://dhanlaxmiseeds.com/investor_cat/policies/
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
9. FINANCE
In the month of April, 2024 ICICI Bank has sanctioned to the Company additional working
capital upto Rs. 8.29 Crores over & above existing credit facilities.
10. INITIAL PUBLIC ISSUE (IPO)
During the year under review, the Company had successfully come out with the SME
Initial Public Offering (IPO). The Public issue consisted of a fresh Issuance of 43,28,000
Equity Shares of face value of Rs. 10/- each fully paid up for cash at price of Rs. 55/-
per share (including a premium of Rs. 45/- per shares aggregating to Rs. 23.80 Crores
which was opened for subscription on Monday, 9th December, 2024, and closed on Wednesday,
11th December, 2024. After completion of IPO, the paid-up share capital of the Company
increased to Rs. 16,32,80,000/- consisting of 1,63,28,000/- fully paid-up equity shares of
Rs. 10/- each. Utilization of IPO Proceeds
The Proceeds from the IPO Net off issue related expenses is Rs. 224.63 Lakhs. The
Break-up of IPO proceeds is as under:
( in Lakhs)
Sr. No. Particulars |
Estimated Amount (as per the Offer Document) |
Actual |
Pending to Utilized |
01 Funding working capital requirements of the Company. |
2005.77 |
995.86 |
1009.91 |
| 02 Issue Expense |
224.63 |
224.63 |
Nil |
| 03 General Corporate Purpose |
150.00 |
150.00 |
Nil |
Total |
2380.40 |
1370.49 |
1009.91 |
The funds raised by the company through Initial Public Offer are utilized for the
purpose for which the amount is raised as mentioned in the prospectus and there was no
deviation or variation in the Utilization of IPO Fund.
11. LISTING WITH STOCK EXCHANGE
The equity shares of the Company were listed on National Stock Exchange of India Ltd.
(NSE Emerge) on 16th December, 2024. The Company has paid the applicable listing fees to
the Stock Exchange till date.
12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint venture or associate Company.
13. SHARE CAPITAL OF THE COMPANY A. Authorized Share Capital
During the year under review, the Authorized Share Capital of the Company increased
from Rs. 14,00,00,000 (Rupees Fourteen Crores Only) to Rs. 18,00,00,000/- (Rupees Eighteen
Crores Only).
B. Issued, Subscribed and Paid-up Share Capital:
During the year under review, issued, subscribed and paid up share capital of the
Company was increased from Rs. 9,00,00,000/- to Rs. 16,32,80,000/- divided into
1,63,28,000 Equity Shares of Re. 10/- each, pursuant to issue and allotment of 30,00,000
new bonus equity shares of Rs. 10/- each to the existing shareholders of the Company and
Issue and allotment of 43,28,000 equity shares of Rs. 10/- each pursuant to the Initial
Public Offering (IPO) by way of fresh issuance of its equity shares at an offer price of
Rs. 55/- per equity share.
C. Buy Back of Securities
Your Company has not bought back any of its securities during the year under review.
D. Sweat Equity
Your Company has not issued any Sweat Equity Shares during the year under review.
E. Bonus Shares
Your Company has issues and allotted 30,00,000 equity shares Bonus Shares during the
year under review.
F. Employees Stock Option Plan
Your Company has not issued any shares under any Stock Option Scheme to the employees.
14. BOARD OF DIRECTORS & COMMITTEES I. Composition of the Board of Directors
The Board of the Company is carefully structured to achieve an optimal balance,
consisting of Executive and Non-Executive Directors, including One (1) Women Independent
Director. This composition adheres strictly to the current provisions of the Act and the
Listing Regulations ensuring compliance with governance standards. The Composition of
Directors and their other Directorships/Committee Memberships in other Companies are as
follows:
Sr. No. Name of Director |
Category |
Director- ship in other Company |
Com- mittee Chair- manship |
Commit- tee Mem- bership |
Name of other listed entities where he/ she is a director and the
category of directorship |
1 Kamleshkumar Jayan- tilal Patel |
Chairman & Managing Director |
- |
- |
- |
- |
2 Alpeshbhai Jayantibhai Patel |
Joint Managing Director |
- |
- |
1 |
- |
3 Meet Kamleshkumar Patel |
Whole-time Director |
- |
- |
1 |
- |
4 Pankaj Dahyabhai Patel |
Whole-time Director |
- |
- |
- |
- |
5 Ashokkumar Amritlal Kateshia |
Independent Director |
- |
- |
3 |
- |
6 Pankajkumar Narsin- hbhai Patel |
Independent Director |
- |
1 |
3 |
- |
7 Tejalben Bankimchan- dra Patel |
Independent Director |
- |
2 |
3 |
- |
None of the Directors hold directorship in private limited companies, foreign companies
and companies incorporated under Section 8 of the Companies Act, 2013.
II. MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at least once in every quarter, in compliance of applicable laws, to
discuss and decide on, inter-alia, business strategies/policies and review the financial
performance of the Company and its subsidiaries and other items on agenda. Additional
meetings are held from time to time as and when necessary.
The notice of each Board Meeting is given in writing to each Director of the Company.
The agenda along with the relevant notes and other material information are sent to each
Director in advance and in exceptional cases tabled at the meeting. Also, the Board
meetings of the Company have been held with proper compliance with the provisions of
Companies Act, 2013, Listing Regulations and Secretarial Standards, as applicable thereon.
Ninteen (19) Board Meetings were held during the financial year 2024-25 on 01-04-2024,
02-04-2024, 26-04-2024,
13-05-2024, 05-06-2024, 13-06-2024, 02-07-2024, 16-07-2024, 27-07-2024, 31-07-2024,
05-08-2024, 15-11-2024, 18-11-2024, 28-11-2024, 02-12-2024, 06-12-2024, 11-12-2024,
12-12-2024 and 29-03-2025. The necessary quorum was present at all the meetings. The
agenda papers were circulated well in advance of each meeting of the Board of Directors.
The attendance record of each Director at the Board Meetings held during the year
2024-25 and at the last Annual General Meeting is as follows:
Sr. No. Name of Director |
No. of Board Meeting |
Whether Attended last
AGM |
| Held |
Attended |
| 1 Kamleshkumar Jayantilal Patel |
19 |
19 |
Yes |
| 2 Alpeshbhai Jayantibhai Patel |
19 |
19 |
Yes |
| 3 Meet Kamleshkumar Patel |
19 |
19 |
Yes |
| 4 Pankaj Dahyabhai Patel |
19 |
19 |
Yes |
| 5 Ashokkumar Amritlal Kateshia |
19 |
1 |
No |
| 6 Pankajkumar Narsinhbhai Patel |
19 |
1 |
No |
| 7 Tejalben Bankimchandra Patel |
19 |
1 |
No |
III. COMMITTEES OF THE BOARD
The Board of Directors has constituted the following Committees to effectively
deliberate its duties: a) Audit Committee b) Nomination and Remuneration Committee c)
Stakeholders Relationship Committee i. Audit Committee
Audit Committee of the Board is entrusted with the powers and the role that are in
accordance with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as well as Section 177 of the
Companies Act, 2013. The terms of reference of the Audit Committee, inter alia, include
overseeing financial reporting processes, reviewing yearly financial results, reviewing
with the management the financialstatements and adequacy of internal control systems,
reviewing the adequacy of internal control function, discussions with the Internal and
Statutory Auditors about the scope of audit including the observations of Auditors and
discussion with them on anysignificantfindings.
All the members of the Audit Committeearefinanciallyliterate. As at 31st March, 2025,
Mr. Pankajkumar
Narshinbhai Patel and a Master in Business Administration as an expert in the fields of
Finance, General
Management and business processes, is the Chairman of the Audit Committee with Mrs.
Tejalben Bankimchandra Patel and Mr. Meet Kamleshkumar Patel, as its member. The Company
Secretary acts as the Secretary of the Committee.
During the financial year ended 31st March, 2025 One Audit Committee Meeting was held
on 12th December,
2024. The summary of attendance is as under:-
Sr. No. Name of Director |
Category |
No. of Meeting |
|
|
Held |
Attended |
| 1 Pankajkumar Narshinbhai Patel |
Non-Executive Independent Director |
1 |
1 |
| 2 Tejalben Bankimchandra Patel |
Non-Executive Independent Director |
1 |
1 |
| 3. Meet Kamleshkumar Patel |
Whole-time Director |
1 |
1 |
ii. Nomination and Remuneration Committee
The powers, role and terms of reference of the Nomination and Remuneration Committee
covers the areas as contemplated under Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013,
besides other terms as may be referred by the Board of Directors.
The role includes formulation of criteria for determining qualifications, positive
attributes and independence a director and recommending to the Board a policy relating to
the remuneration for the Directors, Key Managerial Personnel and Senior Management
Personnel; formulation of criteria for evaluation of Independent Directors and the Board;
devising a policy on Board's diversity; and identification of persons who are qualified to
become directors and who may be appointed in senior management in accordance with the
criteria laid down, and recommend to the Board their appointment and removal.
The composition of the Committee as of 31st March, 2025 was Mrs. Tejalben Bankimchandra
Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel and Mr. Ashokkumar Amritlal
Kateshia its members. The Company Secretary acts as the Secretary of the committee.
During the financial year ended 31st March, 2025 One Nomination and Remuneration
Committee Meeting was held on 29th March, 2025. The summary of attendance is as under:-
Sr. No. Name of Director |
Category |
No. of Meeting |
|
Held |
Attended |
| 1 Tejalben Bankimchandra Patel |
Non-Executive Independent Director |
1 |
1 |
| 2 Pankajkumar Narshinbhai Patel |
Non-Executive Independent Director |
1 |
1 |
| 3 Ashokkumar Amritlal Kateshia |
Non-Executive Independent Director |
1 |
1 |
iii. Stakeholders Relationship and Grievance Committee
As of 31st March 2025, the Stakeholders Relationship and Grievance Committee comprises
of Mrs. Tejalben Bankimchandra Patel, as Chairman and Mr. Pankajkumar Narshinbhai Patel
and Mr. Alpeshbhai Jayantibhai Patel as its members. The Company Secretary acts as the
Compliance Officer and Secretary of the Committee. The Committee is entrusted with the
power to approve the share transfers, issue of duplicate share certificates, issue of new
share certificates upon consolidation of shares, split of shares and also to resolve the
grievances of members including complaints relating to transfer of shares, non-receipt of
balance sheet, non-receipt of declared dividends etc.
During the financial year ended 31st March, 2025 One Stakeholders Relationship and
Grievance Committee
Meeting was held on 29th March, 2025. The summary of attendance is as under:-
Sr. No. Name of Director |
Category |
No. of Meeting |
|
|
Held |
Attended |
| 1 Tejalben Bankimchandra Patel |
Non-Executive Independent Director |
1 |
1 |
| 2 Pankajkumar Narshinbhai Patel |
Non-Executive Independent Director |
1 |
1 |
| 3. Alpeshbhai Jayantibhai Patel |
Joint Managing Director |
1 |
1 |
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Directors retiring by rotation
In accordance with Section 152 of the Companies Act, 2013, Mr. Kamleshkumar Jayantilal
Patel (DIN: 02500717), retire by rotation at the ensuing AGM and being eligible, offer
himself for re-appointment. Brief details of the Directors proposed to be appointed/
re-appointed as required under Regulation 36 of the Listing Regulations are provided in
the Notice of the AGM.
II. Change in Key Managerial Personnel
Mrs. Pooja Vimal Dave, has been appointedas of the CompanyChiefFinancialOfficer
w.e.f. 2nd July, 2024 and
Mrs. Chhayaben Ankitkumar Pujara, has been appointed as a Company Secretary &
Compliance officer of the
Company w.e.f. 2nd July, 2024.
III. Key Managerial Personal
The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the
SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the
Companies Act, 2013 as on 31st March, 2025 are as follows:
Name |
Designation |
| Kamleshkumar Jayantilal Patel |
Chairman & Managing Director |
| Alpeshbhai Jayantibhai Patel |
Joint Managing Director |
| Meet Kamleshkumar Patel |
Whole-time Director |
| Pankaj Dahyabhai Patel |
Whole-time Director |
| Pooja Vimal Dave |
Chief Financial Officer |
| Chhayaben Ankitkumar Pujara |
Company Secretary & Compliance Officer |
IV. Declaration By Independent Directors
All the Independent Directors have furnished declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.Further there has been no change in the circumstances which may affect
their status as Independent Director during the year under review.
V. Separate Meeting for Independent Directors
Regulation 25(3) of Listing Regulation and Section 149(8) of the Act read with Schedule
IV of the Act the
Independent Directors of the Company met once in a financial year without the presence
of Executive Directors and Management Personnel. Such meeting reviews the performance of
Non-Independent Directors and the Board as a whole, reviews the performance of Chairman of
the Board, access the quality, quantity and timeliness of the flow of information between
management and the Board that is necessary to effectively and reasonably perform its
duties. A meeting of Independent Directors was held on 29-03-2025.
VI. Statement Regarding Integrity, Expertise and Experience of Independent Directors
In the opinion of the Board, the Independent Directors possess Excellent rating in
respect of clear sense of value and integrity and have requisite expertise and experience
in their respective fields. As per the recent amendments of the Companies Act, 2013 the
online proficiency self-assessment test to be conducted by Indian Institute of
Corporate Affairs is exempted for the Independent Directors who have served a Company
in such capacity for a total year not less than three years. Accordingly, the Company's
Independent Directors have already passed the online proficiency self-assessment test.
VII. Performance Evaluation of the Board, Its Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, during the year under review the annual
performance evaluation of the Board, it's Committees and each Director has been carried
out.
VIII.Familiarization Program
In compliance with the requirements of Listing Regulations, the Company has put in
place a framework for Directors' Familiarization Programme to familiarize the Independent
Directors with their roles, rights and responsibilities, strategy planning, manufacturing
process, factory visit, amendments in law and Company's codes & policies. The Policy
for Familiarization Programs for Independent Directors is available on the Company's
website and can be accessed through https://dhanlaxmiseeds.com/investor_cat/policies/
16. CODE OF CONDUCT
The Board of Directors has a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day to day business operations of the company.
The Code has been posted on the Company's website at
https://dhanlaxmiseeds.com/investor_cat/policies/ The Code lays down the standard
procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business and in particular on matters relating to integrity
in the work place, in business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in a given situation
and the reporting structure. All the Board Members and the Senior Management Personnel
have confirmed compliance with the Code.
17. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF
DIRECTORS
Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing
Regulations, the Company from M/s.hasreceived Vasant certificate Patel &
Associates, Company Secretary in Practice and the Secretarial
Auditor of the Company, that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or continuing as Directors of companies
by Securities and Exchange Board of India ("SEBI") or by the Ministry of
Corporate Affairs or by any such statutory authority for the financial year ended on
March31,2025 . Thesaidcertificateisforming part ofthis Annual Report
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the company has not given any loans or guarantees or
provided security (ies) and has not made any investments covered under the provisions of
section 186 of the Companies Act, 2013.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS WITH RELATED PARTIES
All contracts/arrangements/ transaction entered by the Company during the financial
year with related parties were in its ordinary the course of business and on an arm's
length basis All related party transactions were placed before the Audit Committee/Board
for approval. During the year, the Company had not entered into any
contracts/arrangements/transactions with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions. The Company has formulated a policy on related party transactions which is
also available on Company's website at https://dhanlaxmiseeds. com/investor_cat/policies/.
The Particulars of contracts/arrangements/ transactions entered by the company with the
related party during under review, in terms of provisions of section 188 of the companies
act, 2013 and rules made the financial there under in Form AOC-2 is given in
"Annexure-A" attached to this report and forms part of this report.
20. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as per sub-section (1) of Section
148 of the Companies Act, 2013.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
a) Conservation of Energy
Your Company is taking utmost care to conserve energy wherever possible. b)
Technology Absorption
During the year under review, there was no technology absorption. c) Foreign
Exchange Earnings and Outgo
During the year, your Company has neither earned foreign exchange nor outgo.
22. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationships with its
employees at all levels. Your directors place on records their appreciation for
thesignificantcontribution made by the employees through their competence, hardworking,
sustained efforts, co-operation, and support.
23. CORPORATE SOCIAL RESPONSIBILITY
As per General Circular No. 14/2021 date 25th August, 2021, where the amount required
to be spent by a company on CSR does not exceed Fifty Lakhs rupees, the requirement for
constitution of the CSR Committee is not mandatory and the functions of the CSR Committee
in such cases, shall be discharged by the Board of Directors of the company and as per MCA
Notification date 20th September, 2022 "Provided further that a company having any
amount in its Unspent Corporate Social Responsibility Account as per sub-section (6) of
section 135 shall constitute a CSR Committee and comply with the provisions contained in
sub-sections (2) to (6) of the said section.";. The company had not falls under both
the provisions as mentioned and therefore company did not Comprise CSR Committee. The
Board of Directors of the company monitoring the CSR initiatives of the Company. The CSR
policy is available on your Company's website
https://dhanlaxmiseeds.com/investor_cat/policies/. The Annual Report on CSR activities is
annexed to this Report as Annexure B.
24. ANNUAL RETURN
The Annual Return for Financial year 2024-25 as per provisions of the Act and Rules
thereto, is available on the Company's website www.dhanlaxmiseeds.com
25. RISK MANAGEMENT POLICY
The Company has developed a suitable Risk Management Policy to identify the various
possible risks associated with the business. The risk management policy is being reviewed
from time to time to enhance control mechanisms for risk evaluation and mitigation and the
risk management process. The policy is available on the website of the Company at
https://dhanlaxmiseeds.com/investor_cat/policies/.
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of your
Company between the end of the Financial Year and the date of this report.
27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review there werenosignificantmaterial orders passed by the
Regulators or Courts or
Tribunals, which would impact the going concern status of the Company.
28. DIRECTOR RESPONSIBILITY STATEMENT
In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors
confirm: - a) That in the preparation of the annual accounts for the year ended 31st
March, 2025; the applicable Accounting Standards had been followed and there are no
material departures; b) That the directors had 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 and of the Profit c) That the
directorshadtakenproperandsufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
That the directors had prepared the annual accounts on a "going concern" basis;
e) The Directors had laid down internal financial control to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; f)
That the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
29. AUDITORS AND THEIR REPORT I. STATUTORY AUDITORS:
M/s. KARMA & CO. LLP, Chartered Accountants, (Firm's Registrations
No.127544W/W100376), were appointed as statutory auditors of the Company in the 19th
Annual General meeting (AGM) held on 30th September,
2024 to hold office for a term of five years from the conclusion of conclusion of the
24th Annual General Meeting of the Company to be held in the year 2029. The Auditor's
Report read with notes to the accounts referred to in the Auditor Report are self-
explanatory and therefore do not call for any further comments. The Auditor's Report does
not contain any qualification, reservation or adverse remark. There is no offence of fraud
reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.
II. SECRETARIAL AUDITORS AND REPORT
Pursuant to provision of Regulation 24A and other applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with circulars issued
thereunder from time to time and section 204 and other applicable provisions of the
Companies Act 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended or re-enacted from time to time) and based
on the recommendation of the Audit Committee, M/s. Vasant Patel & Associates,
Practicing Company Secretaries (CP No. 3848, Peer
Review Certificate No. 1567/2021), be and is hereby appointed as the Secretarial
Auditor of the Company. The Secretarial Audit Report for the financial year ended March
31, 2025 is annexed to this Report as
"Annexure-C". The Secretarial report contains the following remark:- a) There
were few instances of delay in filing of forms with the Ministry of Corporate Affairs
which were filled with additional fees. b) The company has not filed e-Form MSME-1 with
Registrar of Companies for the half year ended 31st March,
2025.
Comments of the Board on the remarks given by Secretarial Auditors:- a) There were few
instances of delay in filing of forms due to technical glitches at MCA website, however
the said forms were filed with additional fees. b) The said e-Form MSME-1 for the half
year ended 31st March, 2025 was not filed with Registrar of Companies due to oversight
without malafide intention and the same will be taken care in future
III. COST AUDITORS AND REPORT
The Cost Audit pursuant to section 148 of the Companies Act, 2013 is not applicable.
IV. INTERNAL AUDITORS
During the year under the preview, as per section 138 of the Companies Act, 2013 &
Rules framed thereunder, the Board of Directors of your Company has been appointed M/s. A.
H. Trivedi & Associates, Chartered Accountant
(F.R.N. No.: 137715W) as an Internal Auditors of the Company for the financial year
2024-25.
30. FRAUD REPORTING
During the year under review, no instances of fraud were reported by the Statutory
Auditors under Section 143(12) of the Companies Act, 2013. of the Company for the year
ended 31st March, 2025;
31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal financial control system commensurate with the size and
scale of its operations and the same has been
operatingeffectively.TheInternalAuditorevaluatestheefficacyand adequacy of internal
control system, accounting procedures and policies adopted by the Company for efficient
conduct of its business, adherence to Company's policies, safeguarding of Company's
assets, prevention and detection of frauds and errors and timely preparation of reliable
financial information etc. The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are safeguarded against loss
from unauthorized use or disposition.
32. INSURANCE
All the assets of your Company including buildings,machineries,fixtures, other fixed
assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.
33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
Annual GeneralMeetinguntilthe The Company has always been committed to provide a safe
and conducive work environment to its employees. The Company has in place an effective
mechanism for dealing with complaints relating to sexual harassment at workplace. The
Company has constituted an Internal Complaint Committee, known as Anti Sexual Harassment
Committee, to address the concerns and complaints of sexual harassment and to recommend
appropriate action. Pursuant to the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013 disclosure indicating the compliant under the act
are as under:-
1. The number of sexual harassment complaints received during the year: Nil
2. The number of such complaints disposed of during the year: Nil
3. The number of cases pending for a period exceeding ninety days: Nil
34. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.
Your company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws. Your Company complies with the applicable provisions of the Maternity
Benefit Act, 1961.
35. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of provisions of Regulations 34(2) of the SEBI (LODR) regulations, 2015, a
detailed review of the operations, performance and outlook of the Company and its business
is given in the Management Discussion and Analysis Report, which is presented in a
separate section forming part of this Annual Report.
36. CORPORATE GOVERNANCE REPORT
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavour to enhance long-term shareholder value and respect minority
rights in all our business decisions. As our company has been listed on EMERGE Platform of
National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the
corporate Governanceprovisionsasspecifiedin regulation 17 to 27 and Clause (b) to (i) of
sub regulation
(2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the
company. Hence Corporate Governance Report does not form a part of this Board Report,
though we are committed for the best corporate governance practices.
37. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India, New Delhi.
38. PARTICULARS OF EMPLOYEES
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, relating to
percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel (KMP) to the median of employees' remuneration are provided in
Annexure D of this report.
The statement containing particulars of employees, as required under Section 197 of the
Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
However, the report and the accounts are being sent to the members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at
the Registered Office of the Company during working hours. Any shareholder interested in
obtaining a copy of the same may write to cs@dhanlaxmiseeds.com.
THE DETAILS OF NUMBER OF EMPLOYEES AS ON 31ST MARCH, 2025 IS AS UNDER:-
Sr. No. Male |
Female |
Transgender |
| 1. 44 |
3 |
0 |
39. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the
Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior
Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is
available on the website of the Company at https://dhanlaxmiseeds.com/investor_
cat/policies/.
40. WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables directors and employees to disclose their concerns and
grievances on Unethical Behaviour and Improper/ Illegal Practices and Wrongful Conduct
taking place in the Company for appropriate action. Through this Policy, the Company
provides necessary safeguards to all such persons for making sheltered disclosures in good
faith.
The Vigil Mechanism is available on the website of the Company at
https://dhanlaxmiseeds.com/investor_cat/ policies/
41. PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company as well as consequences of
violation. The Policy has been formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical standards of dealing in Company's
Shares. The policy is available on the website of the Company at
https://dhanlaxmiseeds.com/investor_cat/policies/
42. WEBSITE:
Your Company has its fully functional website www.dhanlaxmiseeds.com which has been
designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors'
interest / knowledge has been duly presented on the website of the Company.
43. OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/instances during the year under review: -
Issue of equity shares with differential rights as to dividend, voting or
otherwise.
Application/proceedings pending under the Insolvency and Bankruptcy Code, 2016.
One-time settlement with any Bank or Financial Institution.
44. CAUTIONARY STATEMENT
Statements in this Board's Report' & Management Discussion and
Analysis' describing the Company's objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company's operations
including raw material/ fuel availability and its prices, cyclical demand and pricing in
the Company's principle markets, changes in the Government regulations, tax regimes,
economic developments within India and the countries in which the Company conducts
business and other ancillary factors.
45. APPRECIATION
The Board acknowledges with thanks the support given by suppliers, customers, Bankers,
Government Authorities, Shareholders and Employees of the Company at all levels and looks
forward to their continued support.
On behalf of the Board of Directors, |
| For, DHANLAXMI CROP SCIENCE LIMITED |
| Sd/- |
Sd/- |
Kamleshkumar J. Patel |
Alpeshkumar J. Patel |
| Chairman & Managing Director |
Jt. Managing Director |
| (DIN: 02500717) |
(DIN: 00023541) |
| Date : 25/08/2025 |
| Place : Himatnagar |