Shankar Lal Rampal Dye-Chem Ltd Directors Report

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

(Figures in Lakhs)

Considering the dividend history of the Company, liquidity and to ensure appropriate cover for market risk and to maintain a consistent level of dividend pay-out your Board of Directors recommends Final Dividend of Rs. 0.05/- (i.e. 0.50%) per Equity Share of Rs.10/- each, for the year amounting to Rs. 31.98 Lacs. The dividend payment rate is stable and similar to last year. As provided in the Finance Act 2020, the dividend is being taxed in the hands of recipients. Information about taxation of dividend is included in AGM Notice.

Your Company is engaged in the business segment i.e. trading in Dyes, Chemical and allied products. There has been no change in the business of the Company during the financial year ended 31st March, 2024.

The highlights of the Company’s performance are as under:-

At present, the Company has only one class of share – Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 64,00,00,000/- divided into 6,40,00,000 equity shares of Rs.10 each. The paid-up share capital of the company is Rs. 63,96,67,800/- divided into 6,39,66,780 equity shares of Rs. 10 each.

Also, during the Financial Year 2023-24; there were

No Buy Back of Equity Shares.

No Employee Stock Option Plan was passed. No Further public offer.

No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with ICICI BANK. The Company was comfortable in meeting its financial requirements from both the banks. Effective financial measures have been continued to reduce cost of interest and bank charges.

There is no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund. Though there is certain amount added in outstanding unclaimed dividend account which pertains to dividend declared in last calendar year 2023 (There is Unclaimed Dividend of previous FYs also) and list of such shareholders who have not claimed the dividend is updated on website of the company and can be viewed on website under http://www.srdyechem.com/investor-relations.asp

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the Board Report.

No significant and material orders were passed by the regulators or courts or tribunals which may have impact on the going concern status and future operation of the Company.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the utilizing alternate sources of energy including waste generated : The company is using more energy efficient lights and technology to save energy. The computer systems are timely repaired; so that they sustain for more longer time.

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., asset improvement, cost reduction, warehouse development, etc. The Company has not entered into any technology based ventures during the year under review. However the Company aims for digitization of processes of purchase, sales, marketing and other operations over next year and gradual increase in manpower, facilities and office workspace. 2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: The Company has not imported any technology and hence not applicable. 3. Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

(C) Foreign exchange earnings and Outgo (Rupees in Lakhs):As provided in Notes to the Accounts to Financial Statements

10. Risk management:

The Company has framed a sound Internal Risk Management System to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

The Audit Committee and Board are supervising the proper risk identification and mitigation process.

11. Corporate social responsibility initiatives:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts)Rules, 2013 is applicable to the Company in FY 2023-24. The details of Composition of CSR committee is given in Corporate Governance Report. The policy can be reviewed from the website link: http://www.srdyechem.com/downloads/Policy-Corporate-Social-Responsiblity.pdf

The details of CSR expenditure is separately reported in CSR Report annexed with this Board Report.

12. Particulars of loans, guarantees or investments made under section 186 of the

Companies Act, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence furnishing of above information is not applicable.

13. Internal financial control & internal control systems:

Your Company has sound and adequate internal control systems commensurate with its size and nature of business. We constantly upgrade our systems for incremental improvements. The Audit Committee of the Board periodically reviews these systems. These systems ensure protection of assets and proper recording of transactions and timely reporting. Internal audit is conducted out by an independent professional firm on regular basis. The Audit Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal Auditors and Accounts departments. The Company has trained the staff in order to upgrade with the recent changes in the taxation like GST. Audit Committee constantly tries to add value by evaluating existing systems.

14. Related party transactions:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Board Meeting as perthe omnibus approval of Audit Committee and the particulars of contracts entered during the year asper Form AOC-2 is enclosed as Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy has been uploaded on the website of the Company at http://www.srdyechem.com/investor-relations.asp

15. Directors / Key Managerial Personnel:

There has been reappointment of Directors in the constitution of Board during the year under 2023-24. Mr. Anil Kumar Kabra, Mr. Harsh Kabra, Mr.Murli Atal and Ms. Apoorva Maheshwari have completed their first term of five years as Independent Director of the Company and their reappointment for second term of five year till year 2028; is reappointed in last Annual General Meeting by way of Special Resolution/s. Mr. Rampal Inani was appointed as Managing director, & Mr. Dinesh Kumar Inani, Mr. Susheel Kumar Inani, Mr. Vinod kumar Inani and Mr. Jagdish Chandra Inani were appointed as Whole time director for 5years till 2023 and is reappointed in last Annual General Meeting by way of ordinary resolution; for reappointment for next 5 years till 2028.

Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration. The evaluation was done in following manner:

Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. The policy can be visited on website link: http://www.srdyechem.com/downloads/Policy-Remuneration-of-Director-KMP-etc.pdf

Meetings:

During the year the following were the meetings quantum:

The details are given in the Corporate Governance Details. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The required particulars of various Committee Meetings held during the year are stated in the Corporate Governance Details.

Declaration of independent directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. All Independent directors of the company are registered on IICA Independent Director database.

Declaration by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management:

There is no CEO in the company; but Chairman cum Managing Director and CFO affirm to such compliance.

16. Details of Difference between amount of the valuation done at the time of one time settlement and valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

There were no such matters.

17. Audit committee and vigil mechanism:

The composition and other particulars of Audit Committee are provided in the Corporate Governance Details, attached herewith. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

18. Nomination and remuneration policy:

The remuneration policy of the company and Board Diversity policy is available at Company’s Website at www.srdyechem.com.

19. Statement showing Integrity, Expertise and Experience(including proficiency) of

Independent Director

20. 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, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Annual return:

Copy of Annual Return of Company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 will be placed at website of the Company with effect from date of Annual General Notice dispatch. Weblink of the same is as http://www.srdyechem.com/investor-relations.asp.

22. Subsidiaries, joint ventures and associate companies:

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. Deposits:

The Company has neither accepted nor renewed any deposits during the year under review.

24. Auditors

Statutory Auditor

The Company’s Auditors M/s Alok Palod& Company, Chartered Accountants, were appointed in last AGM(2023) to the conclusion of Sixth consecutive Annual General (Calendar Year-2028).

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed CS Sanjana Jain, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

Internal Auditor

In pursuant to Section 138 of the Companies Act, 2013; the company has appointed M/s Laxman Kumar & Associates, Chartered Accountants, Bhilwara; as Internal Auditor of the Company.

25. Observations and remarks of Auditor:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

26. Corporate Governance :

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company. The Corporate Governance Report along with the certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Corporate Governance Report annexed to this report. That section also include: Details about the number of meetings of the Board held during 2023-24, composition of the Audit Committee.

All the recommendations given by the Audit Committee were accepted by the Board.

27. Disclosure under the sexual harassment of women at workplace (prevention of, prohibition and redressal) act, 2013:

The Company has in place a Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints for sexual harassment were received during the year.

28. Cost audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2023-24.

29. Compliance of applicable secretarial standards :

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

30. Human resources development:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance Section.

During the year, there was No employee receiving remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

31. Acknowledgement:

Your Directors place on record their sincere thanks to the company’s customers, employees, bankers, investors, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the support and confidence reposed by each and every member of Srdyechem Family.