To
The Members,
KEMISTAR CORPORATION LIMITED
Your Directors are pleased to present the Thirty first ANNUAL REPORT
along with the Standalone and
Consolidated Audited Financial Statements of your Company for the Financial Year ended on
March 31, 2025.
1. FINANCIAL RESULTS:-
(In Lakh)
Particulars |
Standalone |
Consolidated |
||
2024-25 | 2023-24 | 2024-25 | 2023-24 | |
Income from operations |
304.67 | 420.52 | 1814.20 | 1107.05 |
Income from other heads |
05.79 | 02.35 | 77.31 | 07.81 |
Total Expenditure |
293.26 | 392.46 | 1817.42 | 1042.49 |
Profit Before Tax |
17.21 | 30.40 | 74.08 | 72.37 |
Profit After Tax |
11.36 | 22.05 | 60.11 | 53.11 |
Basic and diluted EPS |
0.11 | 0.20 | 0.56 | 0.49 |
2. BUSINESS OVERVIEW
Standalone Basis
The total revenue during the year under review was Rs. 304.67 lakhs against Rs. 420.52
lakhs for the previous
year. Profit before Tax Expense for the current year is Rs. 17.21 lakhs (Rs. 30.40 lakhs
in previous year). Net
Profit after tax amounted to Rs. 11.36 lakhs (Rs. 22.05 lakhs in previous year) thereby
resulting decreasing of
around 4.85%.
Consolidated Basis
As per the Consolidated Financial Statements, the Total Income of the Company, Profit
before Tax (PBT), and
net profit for the year were Rs. 1814.20 lakhs, Rs. 74.08 Lakhs and 60.11 Lakhs
respectively.
3. SHARE CAPITAL
The paid up Equity Share capital of the Company is Rs. 10,75,94,080/- for the year
under review. During the
year under review, the company has neither issued any shares with differential voting
rights nor granted any
stock Option nor any sweat Equity Shares.
4. DIVIDEND
The Board of Directors has recommended a dividend of Rs. 0.30/-(Rupees Thirty Paisa
only) per equity share
of Rs. 10/- (Ten rupees) each fully paid-up of the Company. Dividend is subject to
approval of members at the
ensuing annual general meeting and shall be subject to deduction of income tax at source.
Unclaimed Dividends:
As per sections 124 and 125 of the Companies Act, 2013, and Investor Education and
Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to
time, dividends
not encashed/claimed within seven years from the date of declaration are to be transferred
to the Investor
Education and Protection Fund (IEPF).
5. FINANCE:
Cash and Cash equivalent as at March 31, 2025 was Rs. 8.22 Lakh. The company continues
to focus on adjusting
management of its working capital, Receivable, purchases and other working capital
parameters were kept
under strict check through continuous monitoring.
6. DEPOSIT:
The company has not invited, accepted or renewed any deposit within the meaning of
Chapter V other than
exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules
framed
thereunder, as amended from time to time. Hence there are no particulars to report about
the deposit falling
under Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014.
7. SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES
K P International Pvt. Ltd is the Wholly Owned Subsidiary of Company as on 31.03.2025
In terms of the provisions contained in Section 129(3) of the Companies Act, 2013 read
with Rule 5 of the
Companies (Accounts) Rules, 2014, a report of performance and the financial of wholly
owned subsidiary is
provided as "Annexure- A "to this report.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loan or given any guarantee or provided security in
connection with such
loan pursuant to section 186 of the Companies Act, 2013 during the year under review. The
details of the
investments made by Company are as per Schedule V of the Companies Act, 2013.
The details of an investment made by the Company as detailed in the Note No. 2 of the
balance sheet of the
financial statement : (Rs. In lakhs)
NOTE:5 INVESTMENTS |
As at 31/03/2025 | As at 31/03/2024 |
Investment in Liquid Funds etc. |
39.02 | 62.47 |
TOTAL |
39.02 | 62.47 |
Note : The above investment, during F.Y. 2024-25, is exclusively made in Nippon India
Mutual Fund
(Reliance Liquid Fund). In the opinion of company such investment is purely on short-term
basis and
hence, is treated as a current investment.
9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The process of Internal Financial Control over financial reporting is designed to
provide reasonable assurance
regarding reliability of financial reporting and preparation of financial statements for
various external
purposes. As per extant guidelines for various financial reporting, the Company requires
having adequate
internal financial controls over financial reporting to assure reliability of financial
reporting and should have
risk management systems to counter and mitigate the possible risks involved in the
business.
Your Company has established adequate internal financial control systems to ensure
reliable financial
reporting and compliance with laws and regulations. All resources are put to optimal use
and adequately
protected against any loss. Internal control systems commensurate with its size and
operations to ensure
orderly and efficient conduct of business while safeguarding the assets, quality, safety,
procurements, finance
and accounts and reducing and detecting error.
KEMI STi
10. APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review and upto the date of this report there has been no changes
occurred in the
composition of Board and Key Managerial Personnel of the Company:
1) Mr. Ketankumar Patel (Managing Director)
2) Ms. Aesha Mashru (Company Secretary)
3) Mrs. Nisha Mathew (CFO)
4) Mr. Maheshkumar Baldha(Independent Director)
5) Mr. Hrishikesh Rakholia (Non Executive Director)
6) Ms. Falguni Patel* (Independent Director)
Ms. Falguni Patel was re appointed by the Board of Director w.e.f. 2nd July,
2025, subject to the Shareholders
approval at ensuing 31st AGM.
Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mr. Ketankumar
Patel (DIN:
01157786),Managing Director of the Company retires by rotation at the forthcoming Annual
General Meeting
and being eligible, offer himself for reappointment.
The company has compiled with the requirements of having Key managerial Personnel as
per provisions of
section 203 of the companies Act, 2013.
The Company has received the Declarations from all the Independent Directors confirming
that they meet the
criteria of Independence as prescribed under the provisions of Section 149 of the
Companies Act, 2013 read
with the schedules and Rules issued thereunder as well as Regulations 16 of SEBI (Listing
Obligation &
Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or
re-enactment(s)
thereof for the time being in force).
11. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure
Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating
its own
performance and as well as that of its committee and individual Directors, including the
chairperson of the
Board. The Exercise was carried out through a structured evaluation process covering the
various aspects of
the Boards functioning such as composition of board & committees, experience &
competencies, performance
of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the
independent Director being
evaluated and the chairperson and the non-independent Directors were carried out by the
independent
Directors.
12. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of
directors, Key Managerial Personnel and Senior Management of the Company. This policy also
lays down
criteria for selection and appointment of the board members. The detail of this policy is
explained in the
^^Corporate Governance Report and also available on www.kp-group.in/kemistar/
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of the Company is endlessly focused for the growth and expansion of the
Company. It is further
involved to strategize the optimum utilization of the available resources and to reduce
cost so as to improve
the profitability of the Company and also to generate additional opportunities to increase
overall performance
of the Company.
any further comments.
During the Year under the review, the Auditor has not reported any matter under Section
143(12) of
the ACT, therefore no detail is required to be disclose under Section 134(3)(ca) of the
Act. There was no
instance of fraud during the year under review, Which required statutory auditor to report
to the
Audit Committee and/or Board under section 143(12) of the Act and rule framed thereunder.
II. Secretarial Auditor:
M/s. Rohit Periwal & Associates, Company Secretary, (FCS: 12203) was appointed as
Secretarial Auditors of
the Company for the financial year ended on March 31, 2025. The secretarial audit report
does not contain any
qualification or reservation or observation or adverse remark and is annexed as Annexure -
E 1.
Further, M/s. Rohit Periwal & Associates, Company Secretary, (FCS: 12203), also
acted as Secretarial Auditors
for K P International Private Limited material unlisted subsidiary of the Company for the
financial year ended
on March 31, 2025. The secretarial audit report of K P International Private Limited is
also annexed as
Annexure - E 2.
The Board recommends to appoint M/s. Rohit Periwal & Associates, Company Secretary,
(FCS: 12203), as
Secretarial Auditors of the Company for a term of 5 (five) consecutive years starting from
April 1, 2025 and
ending on March 31, 2030, subject to the shareholders approval at the ensuing 31st
AGM.
III. Cost Auditor:
Company is not covered under Rule 3 and is not falling within the limits as specified
under Rule (4) of the
Companies (Cost Records and Audit) Rules, 2014, and hence appointment of Cost Auditor is
not applicable to
the Company.
IV. Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder company
has appointed Ms.
Aesha Mashru, Company Secretary (Membership No.: A45737) as the Internal Auditor of the
Company for the
Financial year 2024-25 at the remuneration as may be mutually agreed between the Internal
Auditor and the
Board of Directors."
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
Your Company has not consumed energy of the significant level and accordingly no
measures were taken for
energy conservation and no additional investment was made for the reduction of energy
conservation.
The particulars regarding technology absorption and foreign exchange earnings and outgo
pursuant to section
134 (6) (m) of the companies Act, 2013 are NIL. - Annexure B
17. ANNUAL RETURN
The Annual Return of the Company as on 31st March 2025 in Form MGT - 7 in accordance
with Section 92(3)
of the Act read with the Companies (Management and Administration) Rules, 2014, is
available on thewebsite
of the Company www.kp-group/kemistar/
18. CORPORATE GOVERNANCE
The Corporate Governance Report together with the certificate received from the Auditor
of the Company
regarding compliance with the requirements of Corporate Governance as stipulated under
Regulation 34 of
the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2016, form an
internal part of this
report.-Annexure C.
19. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
with Stock Exchange,
Management discussion and analysis on the business and operations of the company is
attached herewith
and forms part of this Annual Report.-Annexure D.
20. AFFIRMATION ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
In accordance with the provisions introduced under the Companies (Accounts) Second
Amendment Rules,
2025, the Board of Directors hereby affirms that the Company has duly complied with all
applicable
requirements under the Maternity Benefit Act, 1961, as amended.
The Board recognizes that adherence to the Maternity Benefit Act is not merely a
statutory obligation, but also
a reflection of the Companys broader ethos of safeguarding employee welfare, promoting
work-life balance,
and supporting women in the workforce through all stages of maternity and motherhood.
21. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of section 135 of the Companies Act 2013 read with
Companies (Corporate
Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed
and implemented
any Corporate Social Responsibility initiatives as the said provisions are not applicable.
22. PARTICULAR OF EMPLOYEES
The particulars of employees required to be furnished pursuant to section 197(12) of
the Companies Act, 2013
read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of
Managerial
personnel) Rules, 2014, are not applicable to the Company. However, there was no employee
in receipt of
remuneration under this section. The details required under section 197(12) and under rule
5 of Appointment
and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act 2013 is
provided in the Annual
Report as Annexure F.
23. RELATED PARTY TRANSACTIONS
All Related Party Transactions those were entered during the financial year were in
ordinary course of the
business of the company and were on arms length basis. There were no materially
significant related party
transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or
other persons
which may have a potential conflict with the interest of the company. All such Related
Party Transactions are
placed before the Audit Committee for approval. The policy on materiality of Related Party
Transactions and
also on dealing with Related Party Transactions as approved by the Audit Committee and the
Board of
Directors is has been uploaded on the website of the Company at www.kp-group/kemistar/
24. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings and outgoings flow were NIL
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance of provisions of Section 177 of the Companies Act, 2013 ("the Act
"), other applicable provisions
of the Act, Companies (Meetings of the Board and its Powers), Rules 2014 and Regulation 22
of SEBI (Listing
Obligations and Disclosure Requirements) 2015, your Company has establish a vigil
mechanism for their
directors and employees, so as to report their genuine concerns or grievances.
The vigil mechanism shall provide for adequate safeguards against victimization of
person(s) who use such
mechanism and make provision for direct access to the chairman of the Audit Committee or
the director
nominated by the Audit Committee, as the case may be, in exceptional cases.
KEMI SI
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis. The
Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Companyat
www.kp-
group/kemistar/
26. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider
trading" and "Code of Conduct for
Directors and Senior Management Personnel" for regulating the dissemination of
Unpublished Price Sensitive
Information and trading in security by insiders.
27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and
Redressal) Act, 2013:
The Company has zero tolerance for sexual harassment at workplace and 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
thunder and no complaint has been received on sexual harassment during the financial year
2023-24. Further
Company has complied with the provisions relating to the constitution of Internal
Complaint Committee under
the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
Details of complaints received and resolved during the financial year under review by the ICC are given below
Number of complaints filed during the financial year |
0 |
Number of complaints disposed of during the financial |
0 |
Number of cases pending for more than ninety days |
0 |
Number of complaints pending as at the end of the |
0 |
28. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the risk assessment and
minimization
procedure and review to ensure that risk is controlled. In the Boards view, there are no
material risks.
29. STATUS OF LISTING FEES
Your Company has been regularly paying listing fees to the BSE, Mumbai where its Equity Shares are listed.
30. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the independent Directors of the Company
confirming 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 the Listing Regulations.
31. HUMAN RESOURCE
The company considers its employees as its most valuable assets. The company focuses on
building an
organization through induction and development of talent to meet current and future needs.
32. STOCK EXCHANGES
The Companys equity shares are listed with the Bombay Stock Exchange.
KEMI
The Management of the Company is also striving towards becoming a 100% compliant entity
and to improve
its investor relations by sharing latest and correct information with its stakeholders and
thereby creating a
transparent atmosphere.
The Board met 5 times during the year under review. The Board held one meeting in each
quarter and the gap
between any two meetings was not more than one hundred and twenty days as prescribed under
the
Companies Act, 2013.
The details of attendance of Directors are mentioned in Corporate Governance Report
which forms part of this
report. Details of the Meeting held and convened during the financial year are as follows:
Sr. No Date of Board Meeting |
1. May 29, 2024 |
2. August 12, 2024 |
3. September 06, 2024 |
4. November 13, 2024 |
5. February 13, 2025 |
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its
responsibility Statement:
a. In the preparation of the annual accounts s for the year ended March 31, 2025, the
applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. 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 as at March 31, 2025 at the end of the financial year and of the profit and loss
of the company for
that period;
c. The directors had 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;
d. The directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by the
company and that such
internal financial controls are adequate and were operating effectively.
f. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws
and that such systems were adequate and operating effectively.
15. AUDITORS:
I. Statutory Auditors:
M/s. N.S. Nanavati & Co., (FRN:134235W), Chartered Accountants, were appointed as
the Statutory Auditor
of the Company for a term of 5 years to hold office from the conclusion of the 2 9th
Annual General Meeting
until the conclusion of the 34th Annual General Meeting of the Company.
The Statutory Auditors have issued an unmodified opinion on the financial statements of
the Company for
the year ended March 31, 2025 and the Auditors Report for the year under review does not
contain any
qualification, reservation, adverse remark or disclaimer.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for
? KEM
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standard - 1
and Secretarial
Standard - 2 relating to Meetings of the Board of Directors and General Meetings,
respectively issued by
Institute of Company Secretaries of India and approved by the central government under
section 118(10) of
the Companies Act, 2013.
34. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY &
BANKRUPTCY
ACT, 2016 & THERE STATUS
During the Year under the review, there were no applications made or proceedings
pending in the name of the
Company under the Insolvency & Bankruptcy Code, 2016 which materially impact the
business of the
Company.
35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION
During the Year under the review, there was no One Time Settlement of loan taken from
Banks or any financial
Institutions. Hence, the difference in valuation does not arise.
36. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various
Government Authorities for their continued support extended to your Companies activities
during the year
under review. They also record their appreciation of the devoted services rendered by the
Executives, Staff
Members and Workers of the Company. Your Directors also acknowledge gratefully the
shareholders for their
support and confidence reposed on your Company.
by order of board of directors |
for, and on behalf of the Company |
Sd/- |
Sd/- |
Ketankumar Patel |
Hrishikesh Rakholia |
Managing Director |
Director |
(DIN:01157786) |
(DIN:08699877) |
Place: Ahmedabad |
Date: 6th September, 2025 |
Registered Office: |
604, Manas Complex, |
Jodhpur Cross Road, |
Satellite, Ahmedabad-380015 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)
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