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Kemistar Corporation Ltd Directors Report

97.47
(-2.50%)
Sep 29, 2025|12:00:00 AM

Kemistar Corporation Ltd Share Price directors Report

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
year

0

Number of cases pending for more than ninety days
during the financial year

0

Number of complaints pending as at the end of the
financial year

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

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