TO THE MEMBERS
Your Directors are pleased to present the 45th Annual Report along with the
Audited Annual Financial Statements (including Audited Consolidated Financial Statements)
of the Company for the Financial Year ended March 31, 2025.
SUMMARY OF FINANCIAL RESULTS
Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
Net Sales/Income from Operations |
2,234.06 |
1,447.13 |
Other Income |
179.10 |
67.80 |
Total Revenue |
2,413.16 |
1,514.93 |
Profit/(Loss) from Continuing Operations before tax and Exceptional
Items |
487.56 |
730.54 |
Exceptional Items -Profit / (Loss) |
(37,494.57) |
- |
Provision for Tax including deferred tax |
381.22 |
(49.59) |
Profit/(Loss) after Taxation from Continuing operations after
exceptional Items |
(37,388.23) |
78.13 |
Profit after Taxation from Discontinuing operations |
754.22 |
3,849.23 |
Total Profit /(Loss) for the Period |
(36,634.01) |
4,629.36 |
Other Comprehensive Income/(loss)(Net of Tax) |
94.81 |
(32.33) |
Total Comprehensive Income for the Period |
(36,539.20) |
4,597.03 |
Amount Available for Appropriation Net of Transferred to Resulting
Company upon demerger |
22,393.12 |
59,889.17 |
Appropriation: |
|
|
Interim Dividend on Equity Shares |
- |
6,99.31 |
Final Dividend for Previous Year |
6,99.31 |
6,99.31 |
Balance Carried to Balance Sheet |
21,693.81 |
58,490.55 |
SCHEME OF ARRANGEMENT
The Board of Directors of the Company at their meeting held on May 24, 2022, approved
the Scheme of Arrangement under section 230-232 of the Companies Act, 2013, for Demerger
of Chemical business of the Company (Demerged Company) to OCCL Limited (Resulting
Company).
This scheme was approved by National Company Law Tribunal (NCLT), Ahmedabad on April
10, 2024 with a condition of Appointed Date to be the date of pronouncement of the NCLT
Order.
The Company filed an appeal before the Hon'ble National Company Law Appellate Tribunal
(NCLAT) to allow the Company to fix the Appointed Date as defined in the Scheme. On May
27, 2024 the Hon'ble National Company Law Appellate Tribunal (NCLAT) issued the order in
favour of the Company by allowing to fix the appointed date as per scheme.
The appointed date and effective date of the Scheme was July 01, 2024 (date of filing
the certified copy of the Scheme with ROC). Accordingly, the accounting effect in respect
of the Scheme has been given in the Financial as per the Scheme with effect from July 01,
2024.
Pursuant to the above scheme, shareholders of the Demerged Company were allotted Five
(5) equity shares of the Resulting Company face value of Rs. 2/- each fully paid up
against One
(1) equity share face value of Rs. 10/- each fully paid up held in the Demerged
Company. The shares of Resulting Company so allotted were listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE) from October 29, 2024.
As per the scheme the employees of the Company pertaining to Chemical Business were
transferred to the resulting company OCCL Ltd on the appointed date.
OPERATIONS
Pursuant to the above scheme, the Company is no longer in Chemical Business (insoluble
Sulphur and Acid) from July 01, 2024.The Company continues its trading and investment
business. The exceptional loss of Rs 37,494.57 Lakhs reflected in the Profit and Loss
account is the difference between assets (Rs 56,734.98 Lakhs) and liabilities (Rs
19,240.41 Lakhs) of chemical business transferred to the resulting company.
The profit before tax of Rs 487.56 Lakhs from continuing operations (trading and
Investment activities) was lower than the previous year (Rs 730.54 Lakhs) mainly due to
reduction in income from liquid investments pursuant to the demerger. The Profit from
discontinued operations during the Period April to June 2024 was Rs 1,059 Lakhs.
During the year the Company has also restated its financial results by reclassifying
Fair value gains and losses of some
Equity and AIF Investments from Other Comprehensive Income to Profit and Loss to
disclose the true and fair view of financials as per Ind AS 8.
CREDIT RATING
All the loans of the Company were pertaining to the Chemical Business and were
transferred to the resulting company on demerger, hence credit rating is no longer
required. However, since it was a transition year for demerger the Company received credit
ratings for Long term and short term fund- based/ Non fund based facilities which were
[ICRA]A- (Stable)/ [ICRA]A2+ from ICRA.
SUBSIDIARY, ASSOCIATES AND JOINT VENTURES
The Company has one subsidiary, Duncan Engineering Ltd.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, statement containing salient features of financial statements of
subsidiaries and Associates in Form AOC-1 which is the part of the Financial Statements in
a separate section. The Company has no Joint Venture or Associate Company.
The audited accounts of the Subsidiary Companies are available on the website of the
Company www.agventuresltd.com. Brief details of the performance of the subsidiaries and
the Associate Company are given below:
Duncan Engineering Limited, registered a gross turnover of Rs. 8,730.63 lakhs during
the current Financial Year ended March 31, 2025 against Rs. 6,731.24 lakhs during FY
2023-24. The Subsidiary reported a profit after tax of Rs. 521.07 lakhs (Previous Year
Profit Rs. 687.38 lakhs).
With effect from July 01, 2024 OCCL Limited ceased to be a Subsidiary of the Company
pursuant to the order of NCLT approving the Scheme of Arrangement for demerger of Chemical
Business of the Company to OCCL Limited. Upon implementation of the Scheme, the Company's
investment in Associate Company i.e. Clean Max Infinia Private Limited has been
transferred to OCCL Ltd (Resulting Company). Hence, Clean Max Infinia Private Limited
ceased to be the Associate of the Company with effect from July 01, 2024.
In accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its Standalone and the Consolidated
Financial Statements would be placed on the website of the Company. Further, as per the
provisions of the said Section, audited Annual Accounts of Subsidiary Companies would also
be placed on the website of the Company at www.agventuresltd.com. Shareholders interested
in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the
Company Secretary at the Company's c o r p o r a t e o f fi c e o r m a y d r o p a m a i
l a t investors@agventures.co.in.
The Company does not have any material unlisted subsidiary in the immediate preceding
accounting year however Duncan
Engineering Limited is material subsidiary of the Company. However, as per SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (refer as "SEBI
LODR”), SEBI has made it mandatory for all listed companies to formulate a policy for
determining ‘material' subsidiaries. Accordingly, a policy on ‘material'
subsidiaries was formulated by the Audit Committee of the Board of Directors and same is
also posted on the website of the Company and may be accessed at https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2025/06/Policy-on-Material-Subsidiaries.pdf
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial
Statements of the Company prepared in accordance with the Section 133 of the Companies
Act,
2013 read with Rule 7 of the Companies (Accounts) Rules,
2014 and applicable Indian Accounting Standard (Ind AS) are provided in the Annual
Report.
RESERVES
Your Directors do not propose to transfer any amount to the General reserves and the
entire amount of profit for the year forms part of the ‘Retained Earnings'.
DIVIDEND
Considering the transfer of manufacture business to OCCL Limited, in order to conserve
funds your Directors did not recommend any dividend for the Financial Year 2024-25.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
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 statements relate and the date of the report. The effect of the Scheme
of Demerger has been accounted in accordance with Ind AS and applicable accounting
principles as prescribed under Companies (Indian Accounting Standards) Rule, 2015 (Ind AS)
as notified under section 133 of the Companies Act, 2013 as amended from time to time and
with generally accepted accounting principle.
The Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order dated
April 10, 2024 has approved the Scheme of Arrangement between the Company (Demerged
Company) and OCCL Limited (Resulting Company), a wholly owned subsidiary of the Company,
for transfer of Chemical Business Undertaking of Demerged Company to the Resulting
Company. pursuant to the said scheme, the Chemical business of the Demerged Company was
demerged into the Resulting Company w.e.f. July 01, 2024 (appointed date). Post demerger
the Company is continuing with its
business of Trading and investment from the Effective Date. Further, it is hereby
confirmed that besides above there has not been any material change in business of the
Company.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, and the
Article of Association of the Company, Mr. Arvind Goenka (DIN: 00135653), Non Executive
Director is liable to retire by rotation at the forthcoming Annual General Meeting and,
being eligible, offers himself for reappointment.
Detailed profile of the Director is provided in the Explanatory statement to the Notice
of the Annual General Meeting of the Company.
During the reporting period, following changes were made in the composition of
Directors and KMPs:
The Board of Directors, at their meeting held on June 10, 2024 approved the change of
designation of Mr. Arvind Goenka [DIN: 00135653] from Managing Director to Non-Executive
NonIndependent Director and of Mr. Akshat Goenka [DIN: 07131982] from Joint Managing
Director to Non-Executive, Non-Independent Director of the Company with effect from July
01, 2024.
The Board of Directors appointed Mr. Rajat Jain (DIN: 10628142) and Mrs. Rachna Lodha
(DIN: 07153563) as additional directors on May 22, 2024. They were subsequently
regularized as Independent Directors pursuant to section 149 and 152 of Companies Act,
2013 by the members in the 44th Annual General Meeting of the Company held on July 30,
2024.
Mr. Om Prakash Dubey (DIN: 00228441), Mr. Suman Jyoti Khaitan (DIN: 00023370) and Mr.
Kailasam Raghuraman (DIN: 00320507) ceased to be Independent Directors of the Company with
effect from July 29, 2024 on completion of their tenure as Independent Directors.
Pursuant to the above Scheme of Arrangement, the Board of Directors on the
recommendation of Nomination and Remuneration Committee in their meetings held on June 10,
2024 transferred the employment of Mr. Anurag Jain, Chief Financial Officer and Mr. Pranab
Kumar Maity, Company Secretary, to the resulting Company with effect from July 01, 2024.
Further, the Board of Directors on the recommendation of Nomination and Remuneration
Committee in their meetings held on June 10, 2024 appointed Mr. Abhinaya Kumar as Chief
Executive Officer, Mr. Aman Abhishek as Chief Financial Officer and Mr. Gourab Kumar Nayak
as Company Secretary of the Company with effect from July 01, 2024.
Mr. Gourab Kumar Nayak, Company Secretary and Compliance Officer of the Company
resigned from the office with effect from December 20, 2024. The Board of Directors in
their meetings held on February 06, 2025 appointed Mr. Vipin, as Company Secretary and
Compliance Officer of the Company.
None of the Directors of your Company is disqualified under the
provisions of Section 164 of the Companies Act, 2013 and a certificate dated May 28,
2025 received from Company Secretary in Practice certifying that none of the directors on
the Board of the Company have been debarred or disqualified from being appointed or
continuing as directors of the Companies by SEBI/Ministry of Corporate Affairs or any such
statutory authority is annexed to the Corporate Governance Report.
The details of Directors and Key Managerial Personnel of the Company are as follows:
a) Mr. Arvind Goenka, Non-Executive, Non-Independent Director
b) Mr. Akshat Goenka, Non-Executive, Non-Independent Director
c) Mr. Sanjay Verma, Nominee Director
d) Mrs. Runa Mukherjee, Non-Executive, Independent Director
e) Mrs. Rachna Lodha, Non-Executive, Independent Director
f) Mr. Rajat Jain, None-Executive, Independent Director
g) Mr. Abhinaya Kumar, Chief Executive Officer
h) Mr. Aman Abhishek, Chief Financial Officer
i) Mr. Vipin, Company Secretary
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Details of the separate meeting of Independent Directors held in terms of Schedule IV
of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate
Governance Report.
SHARE CAPITAL
During the year under review, there was no change in the share Capital of the Company.
The issued, subscribed and paid-up share capital of your Company as on March 31, 2025
remain at Rs. 9,99,00,920/- (Rupees Nine Crore Ninety-Nine Lakh and Nine Hundred Twenty
Only) divided into 99,90,092 (Ninety- Nine Lakh Ninety Thousand and Ninety-Two) equity
shares of the face value of Rs. 10/- (Rupees Ten Only) each.
MEETINGS OF THE BOARD
During the year 5 (five) Board Meetings were held on May 22, 2024, June 10, 2024,
August 12, 2024, November 12, 2024 and February 06, 2025. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013. The details of
Board Meetings with regard to dates and attendance of each Directors have been provided in
the Corporate Governance Report.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Independent Directors at their meeting held on February 17, 2025 have evaluated the
Performance of Non-Independent Directors, Chairperson of the Company after considering the
views of the Executive and Non-Executive Directors, Board as a whole and assessed the
quality, quantity and timeliness of flow of information between the Company's Management
and the Board. The Nomination and Remuneration Committee has also carried out an
evaluation of the performance of every Director of the Company. Based on evaluation made
by the Independent Directors and the Nomination and Remuneration Committee and by way of
individual and collective feedback from the Non-Independent Directors, the Board has
carried out the Annual Performance Evaluation of the Directors individually as well as
evaluation of the working of the Board as a whole and Committees of the Board. The manner
in which the evaluation has been carried out is explained in the Corporate Governance
Report.
The Independent Directors are regularly updated on industry & market trends, plant
process, and operational performance of the Company etc. through presentations in this
regard. They are also periodically kept aware of the latest developments in Corporate
Governance, their duties as directors and relevant laws.
AUDIT COMMITTEE
As on March 31, 2025, the Audit Committee of the Board of Directors of the Company
consists of two Non-Executive Independent Directors and one promoter Director with Mr.
Rajat Jain as Chairman, Mrs. Rachna Lodha and Mr. Akshat Goenka, as Member. The Company
Secretary is the Secretary of the Committee. The Chief Financial Officer and Auditors are
permanent invitees to the meetings. The Committee met 5 (five) times during the year on
May 22, 2024, June 10, 2024, August 12, 2024, November 12, 2024 and February 06, 2025.
The Committee, inter alia, reviewed the financial statements before they are placed
before the Board, Internal Control System and Reports of Internal Auditors and Compliance
of various Regulations. The brief terms of reference of the Committee and the details of
the Committee meetings are provided in the Corporate Governance Report.
Your Company has a well-structured Internal Audit System commensurate with its size and
operations. During the year there were no instances when the Board had not accepted the
recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
As on March 31, 2025, the Nomination and Remuneration Committee consists of three
Non-Executive Independent Directors with Mrs. Runa Mukherjee as Chairperson, Mr. Rajat
Jain and Mrs. Rachna Lodha, as members. The Committee, inter alia, identifies people who
are qualified to become directors and who may be appointed in key management positions and
senior management. The Committee also finalizes their remunerations. The brief terms of
reference of the Committee and the details of the Committee meetings are provided in the
Corporate Governance Report. The Committee met 3 times during the year on May 22, 2024,
June 10, 2024 and February 06, 2025.
STAKE HOLDER'S RELATIONSHIP COMMITTEE
As on March 31, 2025, the Stakeholders' Relationship Committee comprises of one
Independent Director Mrs. Rachna Lodha as Chairperson, and Mr. Arvind Goenka and Mr.
Akshat Goenka as members. The Committee, inter alia, reviews the grievance of the security
holders of the Company and redressal thereof. The brief terms of reference of the
Committee and the details of the Committee meetings are provided in the Corporate
Governance Report. The Committee met twice during the year on October 23, 2024 and
February 06, 2025.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As on March 31, 2025, the Corporate Social Responsibility Committee (CSR Committee)
consists of one Non Executive Director, Mr. Arvind Goenka as Chairman and two Independent
Directors, Mr. Rajat Jain and Mrs. Rachna Lodha, as Members. The Committee met once during
the year on May 22, 2024. The brief terms of reference of the Committee and the details of
the Committee meetings are provided in the Corporate Governance Report.
The CSR Committee of the Company has laid down the policy to meet the Corporate Social
Responsibility objectives of the Company. The CSR Policy may be accessed on the Company's
website at https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2020/12/CSR-Policy.pdf. The CSR Policy includes activities prescribed
as CSR activity as per the Rules of Companies Act, 2013. The focus areas taken in the
policy are Education, Health care and family welfare, Environment and Safety, contribution
to any relief fund setup by the Government of India and any State Government.
The Average Net Profits of the Company for the last three financial years is Rs.5,573.4
lakh and accordingly the prescribed CSR expenditure during the year under review should
not be less than Rs.111.5 lakh (i.e., 2% of the Average Net Profits of the Company for the
last three financial years). Rs. 111.7 lakh were spent on CSR activities and projects
undertaken during the year. The Annual Report on CSR activities is annexed as
"Annexure - A" to this Report.
RISK MANAGEMENT COMMITTEE
As on March 31, 2025, the Risk Management Committee (RMC), comprised of Mr. Rajat Jain,
Non-Executive Independent Director as Chairman, Mr. Arvind Goenka and Mr. Akshat Goenka,
Non-Executive Non-Independent Directors as Members of the Committee. The RMC inter alia,
identifies and monitors the Key risk elements associated with the business of the Company.
The brief terms of reference of the Committee and the details of the Committee meetings
are provided in the Corporate Governance Report. The Committee met twice during the year
on August 06, 2024 and February 17, 2025.
RISK MANAGEMENT
The Company has put in place a Risk Management Policy in order to, inter alia, ensure
the proper risk identification, evaluation, assessment, mitigation and monitoring.
Further, the risk management policy also provides a demarcation of the role of the Board
of Directors, Audit Committee and Risk management Committee for the purpose of effective
risk management. The major risk elements associated with the business and functions of the
Company have been identified and are being addressed systematically through mitigating
action on a continuous basis. Audit Committee and Risk Management Committee, under the
supervision of the Board, periodically review and monitor the steps taken by the company
to mitigate the identified risk elements.
The Risk Assessment is also discussed in the Management Discussion and Analysis Report
attached to this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place an established internal control system including internal
financial Controls designed to ensure proper recording of financial and operational
information, compliance of various internal controls and other regulatory and statutory
compliances. Self-certification exercise is also conducted by which senior management
certifies effectiveness of the internal control system of the Company. Internal Audit is
conducted throughout the organization by qualified outside Internal Auditors. Findings of
the internal Audit Report are reviewed by the top Management and by the Audit Committee of
the Board and proper follow-up action are ensured wherever required. The Statutory
Auditors have evaluated the system of internal controls including internal financial
control of the Company and have reported that the same are adequate and commensurate with
the size of the Company and nature of its business. The Audit Committee of the Board, from
time to time, evaluated the adequacy and effectiveness of internal financial control of
the Company with respect to: -
1. Systems have been laid to ensure that all transactions are executed in accordance
with management's general and specific authorization. There are well-laid manuals for such
general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of Financial Statements in conformity with Generally
Accepted Accounting Principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information.
3. Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals and
appropriate action is taken with respect to differences, if any.
5. Proper systems are in place for prevention and detection of fraud and errors and for
ensuring adherence to the Company's policies.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
‘Whistle Blower Policy' to establish Vigil Mechanism for directors and employees to
report their genuine concerns has been framed. The policy is revised from time to time to
realign it with applicable regulations or organizations suitability. The updated policy is
available on the website of the Company and the web link of the same is given as under: https://occl-web.s3.ap-
south-1 .amazonaws.com/wp-content/uploads/2025/06/Vigil-
Mechanism-Policy Latest.pdf.
This policy provides a process to disclose information, confidentially and without fear
of reprisal or victimization, where there is reason to believe that there has been serious
malpractice, fraud, impropriety, abuse or wrongdoing within the Company. The Company
ensures that no personnel is denied access to the Audit Committee.
POLICY ON NOMINATION AND REMUNERATION
The summary of Remuneration Policy of the Company prepared in accordance with the
provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided
in the Corporate Governance Report. The Remuneration Policy of the Company is approved by
the Board of Directors and is uploaded on the website of the Company. The weblink to the
remuneration policy is as under: https://s3-ap-south-1.amazonaws.com/occl-web/wp-
content/uploads/2019/12/Remuneration Policy OCCL.pdf.
POLICY ON DIRECTORS' APPOINTMENT
The Nomination and Remuneration Committee works with the Board to determine the
appropriate characteristics, skill and experience that are required of the members of the
Board. The members of the Board should possess the expertise, skills and experience needed
to manage and guide the Company in the right direction and to create value for all
stakeholders. The members of the Board should be eminent people of proven competency and
integrity with an established track record. Besides having financial literacy, experience,
leadership qualities and the ability to think strategically, the members are required to
have a significant degree of commitment to the Company and should devote adequate time in
preparing for the Board meeting and attending the same. The members of the Board of
Directors are required to possess the education, expertise, skills and experience in
various sectors and industries needed to manage and guide the Company. The members are
also required to look at strategic planning and policy formulations.
The independent members of the Board should not be related to any executive or
independent director of the Company or any of its subsidiaries. They are not expected to
hold any executive or independent positions in any entity that is in direct competition
with the Company. Board members are expected to attend and participate in the meetings of
the Board and its Committees, as relevant. They are also expected to ensure that their
other commitments do not interfere with the responsibilities they have by virtue of being
a member of the Board of the Company. While reappointing Directors on the Board and
Committees of the Board, the contribution and attendance record of the Director concerned
shall be considered in respect of such reappointment. The Independent Directors shall hold
office as a member of the Board for a maximum term as per the provisions of the Companies
Act, 2013 and the rules made thereunder, in this regard from time to time, and in
accordance with the provisions of the Listing Regulations. The appointment of Directors
shall be formalized through a letter of appointment.
The Executive Directors, with the prior approval of the Board, may serve on the Board
of any other entity if there is no conflict of interest with the business of the Company.
DECLARATION OF INDEPENDENCE
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Companies Act 2013, ("Act") that they meet the criteria of
independence as laid down under Section 149(6) of the Act alongwith Rules framed
thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the
Code of Conduct of the Company as applicable to the Board of Directors and Senior
Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the independent
directors have confirmed that they are not aware of any circumstances or situations, which
exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence. The company has received confirmation from all independent directors of their
registration on the Independent Directors Database maintained by the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
The independent directors have complied with the code for independent directors as
prescribed in schedule IV to the act. In the opinion of the Board, the Independent
Directors possess the requisite expertise and experience and are persons of high
integrity. They fulfill the conditions specified in the act as well as the Rules made
thereunder and are independent of the management.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were on arms' length
basis and in the ordinary course of business. There were no materially significant related
party transactions entered by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Details of all related party transactions were placed
before the Audit Committee for noting and given in the notes forming part of the Financial
Statement. The policy on Related Party Transactions as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is also available on the
website of the Company. The weblink to the same is as under: https://occl-web.s3.ap-south-1.amazonaws.com/wp-
content/uploads/2025/05/RPT Policy Oriental-Carbon.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)( c ) read with Section 134(5) of the
Companies Act, 2013, the Directors state that:
a) In preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable Accounting Standards have been followed along with proper explanation
relating to material departures, if any.
b) The Directors have selected such Accounting Policies as listed in the Financial
Statements and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year as on March 31, 2025, and of the profits of the
Company for that period.
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and 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.
CHANGE IN THE NATURE OF BUSINESS
Pursuant to the Scheme of demerger the Chemical Business of the Company was transferred
to OCCL Ltd (resulting company) with effect from July 01, 2024. There was no other change
in the nature of the business of the Company or its subsidiaries during the year under
review.
INSURANCE
The Company's properties are adequately insured against risks as required.
PUBLIC DEPOSITS
During the year under review an amount of unclaimed matured deposits of Rs.1,25,000/-,
lying with the Company but not claimed by the Depositors for seven consecutive years from
date of maturity, was transferred to IEPF Account. The Company has stopped accepting
deposits and no deposits were accepted by the Company during the year.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 506579 and on National Stock Exchange of India Limited (NSE) with NSE symbol
"OCCL”. The Company confirms that the annual listing fees for both the stock
exchanges for the financial year 2025-26 have been duly paid.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the financial Statements.
AUDITORS AND THEIR REPORT
a. Statutory Auditors:
The Shareholders of the Company at the 42nd Annual
General Meeting (AGM) held on September 05, 2022 had appointment M/s. S S Kothari Mehta
& Co. LLP (Previously
M/s. S S Kothari Mehta & Co.), Chartered Accountants (ICAI Firm Registration No.
000756N/N500441) as the Statutory Auditors of the Company pursuant to Section 139 of the
Companies Act, 2013 for a term of 5 years from the conclusion of 42nd AGM till the
conclusion of 47th AGM to be held in financial year 2027-28.
The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements
of the Company for the financial year ended March 31, 2025 forms part of this Annual
report. The statutory audit report is selfexplanatory and there are no qualification,
reservation and adverse remarks by the statutory auditor in the Statutory Audit Report.
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year
under review.
b. Secretarial Auditors:
The Board of Directors of the Company at their meeting held on February 06, 2025,
appointed Mr. Pawan Kumar Sarawagi, Practicing Company Secretary of M/s. P Sarawagi &
Associates having office at Narayani Building, Room No.107, First Floor, Brabourne Road,
Kolkata - 700001 for conducting the Secretarial Audit of the Company for the financial
year 2024-25.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025,
is annexed herewith as “Annexure - B”.
The Secretarial auditor of the Company has given an unqualified report for the
Financial Year 2024-25 except the following observation:
(a) there was delay in depositing Rs .1 Lakh to Investor Education & Protection
Funds, being the matured amount of public deposits which remained unpaid/unclaimed for 7
years; and (b) delay in submission of proceedings of the 44th Annual General Meeting.
Explanations/comments by the Board on the Secretarial Auditors remark:
It was informed to the Board that the Company is strive to ensure the Compliances in
due time. However, due to some inadvertent reasons a) the Company had filed the necessary
forms on November 11, 2024 whose due dates were October 06, 2024 and October 13, 2024,
respectively and b) the proceedings of 44th AGM was filed with minor delay.
c. Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company
related to insoluble Sulphur plants located at Dharuhera, Haryana, was subject to audit by
the Cost Auditor. M/s J K Kabra & Co., Cost Accountants had been appointed by the
Board on May 22, 2024 to conduct the audit of cost records of the Company for the
financial year 2024-25 on a remuneration of Rs 1,40,000/- ratified in the Previous
Annual General Meeting. The Cost Audit Report for the year ended March 31, 2024 has
been submitted to the Ministry of Corporate Affairs within stipulated time of period.
The Company ceased the operations of the Chemical Business with effect from July 01,
2024 pursuant to the scheme of arrangement. However, the cost audit for the first quarter
ending June 2024 is required.
Annual Return of the Company
In accordance with Section 134(3)(a) of the Companies Act, 2013 read with sub-section
(3) of section 92 of the Act, the Annual Return as on March 31, 2025 will be made
available on the website of the Company at the link : https://www.agventuresltd.com/investor-relation/annual-returns/
CORPORATE GOVERNANCE
A detailed Report on Corporate Governance for the financial year 2024-25, pursuant to
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an
Auditors' Certificate on compliance with the conditions of Corporate Governance is annexed
to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year 2024-25, pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given
as a separate statement in the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and Sustainability Report is not applicable
to the Company for FY 2024-25.
CHIEF OPERATING OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of
Schedule II thereof is annexed to the Corporate Governance Report. The CEO and CFO has
also certified that the financial results do not contain any false or misleading statement
or figures and do not omit any material fact which may make the statements or figures
contained therein misleading in terms of Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Code of Conduct for Directors and Senior Management Personnel is uploaded on the
Company's website and may be accessed at https://s3-ap-south-1.amazonaws.com/occl-web/wp-
content/uploads/2021/08/OCCL-Code-of-Conduct.pdf. The CEO of the Company has given a
declaration that all Directors and Senior Management Personnel concerned have affirmed the
compliance with the code of conduct of Board of Directors and Senior management for the
financial year ended on March 31st, 2025. The declaration is annexed to the Corporate
Governance Report.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards 1
and Secretarial Standards 2 with respect to Board and General meetings respectively,
issued by The Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules 2014, the information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is annexed to this Report as
“Annexure - C”.
However, pursuant to the Scheme of Arrangement of Demerger, the Chemical Business of
the Company were demerged and transferred to resulting Company OCCL Limited with effect
from July 01, 2024. Therefore the Company is no longer engaged in any business of
manufacturing and the Company is carrying only its trading and investment business.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is marked as ‘Annexure - D', which is
annexed hereto and forms a part of the Boards' Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company sends reminder letters to all members whose dividends are unclaimed so as
to ensure that they receive their rightful dues. Your Company has also uploaded on its
website, www.agventuresltd.com. information regarding unpaid/ unclaimed dividend
amounts lying with your Company.
During FY 2024-25, the unclaimed dividend amount for more than seven years of Rs.
15,52,264/- and Rs. 6,80,094/- towards the unpaid dividend for the financial year 2016-17
(Final Dividend) and 2017-18 (Interim Dividend), respectively and unclaimed matured
deposits of Rs. 125,000 were transferred to Investor Education and Protection Fund.
Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its
amendments, all shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more shall be transferred by the Company in the demat account of
Investor Education and Protection Fund (“IEPF”) Authority (the
"Authority") as per the procedure mentioned in the said Rules. Accordingly, your
Company transfered the required equity shares to the demat account of the Authority and in
terms of the said Rules.
Members may note that unclaimed dividend and shares transferred to the demat account of
the Authority can be claimed back by them from IEPF Authority by following the procedure
mentioned in the said Rules.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 covering all employees of the Company. The Company has constituted
the Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
No case was filed under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
Except the above NCLT order approving the Scheme of arrangement, there are no orders
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in future. There were no significant and material orders passed by
any regulator / court / tribunal impacting the going concern status and the Company's
operations in future.
GREEN INITIATIVES
‘Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of
India, enabling electronic delivery of documents including the Annual Report etc. to
shareholders at their e-mail address previously registered with the DPs and RTAs.
To support the ‘Green Initiative', Members who have not registered their email
addresses are requested to register the same with the Company's Registrar and Share
Transfer Agent/Depositories for receiving all communications, including Annual Report,
Notices, Circulars, etc., from the Company electronically.
Pursuant to the MCA, SEBI Circulars the Notice of the 45th AGM and the Annual Report of
the Company for the financial year ended March 31, 2025 including therein the Audited
Financial Statements for the year 2024-25, are being sent only by email to the Members.
ACKNOWLEDGMENTS
The Board places on record its appreciation of the support and assistance of various
Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular
and looks forward to their continued support. Relations between your Company and its
employees remain cordial and the Directors wish to express their appreciation for the
cooperation and dedication of all employees of the Company.
On behalf of the Board of Directors
|
Arvind Goenka |
Place: Noida |
Chairman |
Date: May 28, 2025 |
DIN-00135653 |
|