Dear Shareholders,
Carysil Limited
Your Directors are pleased to present the Thirty Eighth (38 th ) Annual Report on
business and operations of Carysil Limited ('the Company') together with the Audited
Annual Financial Statements for the financial year ended March 31,2025. This report states
compliance as per the requirements of the Companies Act, 2013 (" the Act "),
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (" SEBI Listing Regulations ") and other
rules and regulations as applicable to the Company.
FINANCIAL RESULTS
The summary of Standalone and Consolidated financial performance for the year under
review as compared to the previous financial year are given below:
(' in Crore)
(Amount in US $)
| Particulars |
Consolidated |
Standalone |
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Net Sales / Income from Operations |
815.57 |
683.76 |
420.31 |
371.26 |
| Other Income |
9.83 |
5.34 |
13.21 |
6.54 |
| Total Expenses |
(737.55) |
(608.32) |
(384.37) |
(328.91) |
| Profit from Operations Before Exceptional Item and Taxes |
87.85 |
80.78 |
49.15 |
48.89 |
| Share of loss of associates and joint ventures |
- |
- |
- |
- |
| Exceptional Item |
- |
- |
- |
- |
| Profit Before Tax |
87.85 |
80.78 |
49.15 |
48.89 |
| Tax Expense (including deferred taxes) |
(23.53) |
(22.42) |
(12.26) |
(12.62) |
| Profit After Tax |
64.32 |
58.36 |
36.89 |
36.27 |
| Other Comprehensive Income/(Loss) |
(3.92) |
(2.64) |
(0.16) |
(0.22) |
| Total Comprehensive Income |
60.40 |
55.72 |
36.73 |
36.05 |
| Earnings Per Share (?) Basic Diluted |
22.75 22.41 |
21.59 21.55 |
13.17 12.97 |
13.53 13.51 |
COMPANY'S PERFORMANCE
On a consolidated basis, the Company has recorded a revenue from operations of ' 815.57
Crore which was increased by 19.28 % as compared to previous year of ' 683.76
Crore. The net profit after tax stood at ' 64.32 Crore in 2024-25 as compared to
previous year ' 58.36 Crore.
On standalone basis, the Company has recorded a revenue from operations of ' 420.31
Crore which was increased by 13.21 % as compared to previous year of ' 371.26
Crore. The net profit after tax stood at ' 36.90 Crore in 2024-25 as compared to
previous year ' 36.27 Crore.
There has been no change in the nature of business of the Company during the financial
year under review, in accordance with Rule 8(5)(ii) of the Companies (Accounts) Rules,
2014.
DIVIDEND AND RESERVES
Considering the consistent financial performance of your Company and promising future
prospects while retaining capital to maintain a healthy Capital Adequacy Ratio and to
support future growth, your Directors are pleased to recommend for approval of Members a
final dividend of ' 2.4/- (Rupees Two and Forty Paise Only) per equity share of
face value of ' 2/- each, i.e. 120% for the financial year ended March 31,2025.
The Board has recommended the final dividend based on the parameters laid down in the
Dividend Distribution Policy and the dividend will be paid out of the profits of the year.
The said dividend, if approved by the Shareholders at the ensuing Annual General
Meeting (" AGM ") will be paid to those Members whose name appears on the
register of Members (including Beneficial Owners) of the Company as at the end of
Wednesday, September 17, 2025. The said dividend, if approved by the Shareholders, would
involve cash outflow of ' 6.83 Crore approx.
The Company proposes to transfer sum of ' 10 Crore to the General Reserves.
In view of the applicable provisions of the Income Tax Act, 1961, the dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. Your Company
shall, accordingly, make the payment of the final dividend after deduction of tax at
source.
Dividend Distribution Policy
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Director of
the Company had formulated a Dividend Distribution Policy. The said policy is available on
the website of the Company at
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits
from the public and members within the meaning of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.
CHANGES IN SHARE CAPITAL
As on March 31, 2025, the Issued and Paid-up Share Capital of the Company stood at '
5,68,31,212/- divided into 2,84,15,606 fully paid up equity shares of face value of '
2/- per share. The following allotments took place during the year under review:
a) Employee Stock Option Plan
During the year under review, the Nomination and Remuneration Committee of the Board
had issued and allotted 29,325 Equity Shares of ' 2/- each fully paid to its
employees against exercise of equal number of stock options pursuant to Acrysil Limited -
Employees Stock Option Plan 2021. The said Scheme has been posted on the website of the
Company at
As required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (" SBEB Regulation "), a disclosure is given as Annexure I to
this Report. The same is posted on the website of the Company at
b) Qualified Institutions Placement (QIP)
Details of Qualified institutions placement of equity shares of face value of ' 2
under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended
(the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act,
2013. The gist of Qualified institutions placement (QIP) are given below:
(Amount in US $)
| Particulars |
Details |
| Date of Board Approval |
March 20, 2024 |
| Date of Members Approval |
May 02, 2024 |
| Date of Opening of Issue |
July 01, 2024 |
| Floor Price |
' 837.89 per equity share |
| Date of Closing of Issue |
July 03, 2024 |
| Relevant date |
July 01, 2024 |
| Issue Price |
' 796 per equity share |
| No. of shares Issued |
15,70,351 equity shares |
MATERIAL CHANGES AND COMMITMENTS
Material changes and commitment affecting financial position of the Company which have
occurred between the end of the financial year, to which the financial statement relates,
and the date of the Report:
1. Allotment of Equity Shares under Acrysil Limited - Employees Stock Option Plan
2021 (ESOP):
On May 15, 2025, the Company issued and allotted 27,000 equity shares to eligible
employees against exercise of equal number of stock options under the Acrysil Limited -
Employees Stock Option Plan 2021 (ESOP). Detailed information about the ESOP, including
the vesting period and exercise price, can be found in the Corporate Governance Report.
These activities have resulted in an increase in the Company's equity base,
underscoring our commitment to the growth and value creation for our shareholders.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year, as stipulated under the SEBI
Listing Regulations is presented in a separate section, forming part of the Annual Report.
CREDIT RATING
The ratings given by ICRA, a Credit Rating Agency on the Long-Term bank facility(ies)
of the Company is ICRA A (Stable) and Short-Term bank facility(ies) of the Company is ICRA
A2+. There was no revision in the said ratings during the year under review.
SUBSIDIARIES
As on March 31, 2025, the Company has thirteen (13) subsidiaries, including five (5)
overseas subsidiaries, four (4) step down overseas Subsidiaries and four (4) Indian
Subsidiaries.
In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI Listing
Regulations, the Consolidated Financial Statements of the Company have been prepared and
are forming part of this Annual Report. A statement containing salient features of the
Financial Statements of subsidiary, joint ventures and associate companies are stated in
the prescribed Form AOC-1 which is attached at the end of the Financials which forms part
of the Annual Report. The statement also provides details of the performance and the
financial position of each of the subsidiaries, joint ventures and associates. The
consolidated financial statements presented in this Annual Report include financial
performance and financial position of the subsidiaries.
The policy for determining material subsidiaries of the Company is available on the
Company's website at
Performance Highlights
The Company has Nine (9) operating subsidiary companies including step down
subsidiaries.
The performance highlights of subsidiaries and their contribution to the overall
performance of the Company during the financial year ended March 31, 2025 are as under:
(Amount in US $)
| Subsidiary |
Performance during 2024-25 (' in Crore) |
Contribution to overall performance of the
Company (%) |
|
Turnover |
Profit/ (loss) after tax |
Turnover |
Profit/ (loss) after tax |
| Overseas Subsidiaries |
|
|
|
|
| Carysil UK Limited (Consolidated) |
294.93 |
32.77 |
36.16 |
50.95 |
| Carysil GmbH, Germany |
5.95 |
0.51 |
0.73 |
0.79 |
| Carysil USA Inc (Consolidated) |
71.17 |
(8.25) |
8.73 |
(12.83) |
| Carysil FZ LLC |
14.41 |
0.05 |
1.77 |
0.08 |
| Carysil Ankastre Sistemleri Ticaret Limited irketi |
0.78 |
(0.66) |
0.10 |
(1.03) |
| Indian Subsidiaries |
|
|
|
|
| Carysil Steel Limited |
66.96 |
3.91 |
8.21 |
6.08 |
| Carysil Online Limited |
2.59 |
0.11 |
0.32 |
0.17 |
| Carysil Ceramictech Limited |
0 |
(0.02) |
0 |
(0.03) |
| Sternhagen Bath Private Limited. |
0 |
(0.02) |
0 |
(0.03) |
BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL Composition
Your Company's Board is duly constituted and is in compliance with the requirements of
the Act, the SEBI Listing Regulations and provisions of the Articles of Association of
your Company. Your Board has been constituted with requisite diversity, wisdom, expertise
and experience commensurate to the scale of operations of your Company.
Board Meetings
During the year under review, Eight (8) Meetings of the Board of Directors were held. A
detailed update on the Board, its composition, governance of committees, number of Board
and Committee meetings held during 2024-25 and attendance of the Directors thereat, is
provided in the Report on Corporate Governance, which forms part of this Annual Report.
Changes in Board Composition
Details of changes in the Board Composition during the year under review are as under:
(Amount in US $)
| Sr. No |
Name of the Directors |
Designation & Category |
Reasons and date of appointment / reappointment /
resignation / retirement |
| 1 |
Mr. Rustam Mulla (DIN: 00328070) |
Independent Director |
Re-appointed as a Non-Executive Independent Director for a
second term of 5 (five) consecutive years commencing from March 17, 2025, through Postal
Ballot Process, results of which were declared on May 05, 2025. |
| 2 |
Dr. Savan Godiawala (DIN:07874111) |
Independent Director |
Appointed as a Non-Executive Independent Director for a first
term of 5 (five) consecutive years commencing from May 20, 2024, through Postal Ballot
Process, results of which were declared on July 01, 2024. |
Other Information
Other details pertaining to the Directors, their appointment / cessation during the
year under review and their remuneration are given in the Corporate Governance Report
annexed hereto and forming part of this Report.
Director seeking appointment / re-appointment
In accordance with the provisions of Section 152 of the Act read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company,
Mr. Chirag Parekh (DIN: 00298807) Chairman and Managing Director of the Company, will
retire by rotation at the ensuing AGM and being eligible, has offered himself for
reappointment. The Board, on the recommendation of the Nomination & Remuneration
Committee, recommended his re-appointment at the ensuing AGM.
The brief details of Mr. Chirag Parekh to be reappointed as directors, required under
Secretarial Standard 2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations is provided in the Notice of ensuing AGM of
the Company.
Key Managerial Personnel
As on March 31,2025, Mr. Chirag Parekh, Chairman and Managing Director, Mr. Anand
Sharma, Executive Director & Group Chief Financial Officer and Mrs. Reena Shah,
Company Secretary and Compliance Officer are the Key Managerial Personnel of your Company
in accordance with the provisions of Section 2(51) read with Section 203 of the Act read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During
the year under review, there has been no change in the Key Managerial Personnel of the
Company by way of resignation.
Declaration of Independence by Independent Directors & adherence to the
Company's Code of Conduct for Independent Directors
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1) (b) of the
SEBI Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board and Senior Managerial Personnel. In terms
of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, 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 the 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.
Constitution of various Committees
The Board of Directors of the Company has constituted following Committees:
?€? Audit Committee
?€? Nomination and Remuneration Committee
?€? Stakeholders' Relationship Committee
?€? Corporate Social Responsibility Committee
?€? Risk Management Committee
During the year under review, all the recommendations made by the Committees of the
Board, including the Audit Committee, were accepted by the Board.
The details of the Committees along with their composition, number of meetings held and
attendance at the meetings are provided in the Corporate Governance Report.
Compliance with Secretarial Standards
During the year under review, your Company has duly complied with the applicable
provisions of the Revised Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS- 2) issued by the Institute of Company Secretaries of
India (ICSI).
Policies on the appointment of Directors and their Remuneration
The Board recognises the importance of having a diversified board viz constructive
discussion, better decision making and long-term value creation for all the
stakeholders. In order to ensure diversity, standardise the process of selection of an
individual at the Board or senior management level and pursuant to the provisions of
Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the
Company has formulated and adopted a Nomination & Remuneration Policy on appointment
and remuneration of directors, senior management and Key Managerial Personnel including
criteria for determining qualifications, positive attributes, independence of a director
and other matters. The Nomination and Remuneration Policy is available on the website of
the Company at
We affirm that the remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
Annual Evaluation by the Board
The Nomination and Remuneration Committee (NRC) has approved a framework / policy for
performance evaluation of the Board, Committees of the Board and the individual members of
the Board (including the Chairperson) which includes criteria for performance evaluation,
which is reviewed annually by the Committee. A questionnaire for the evaluation of the
Board, its committees and the individual members of the Board (including the Chairperson),
designed in accordance with the said framework and covering various aspects of the
performance of the Board and its Committees, including composition and quality, roles and
responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and
best practices in Corporate Governance as mentioned in the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 was
circulated to the Directors.
The board performance was evaluated on inputs received from all the Directors after
considering criteria as mentioned aforesaid. The performance of the committees was
evaluated by the Board of Directors on inputs received from all the committee members
after considering criteria as mentioned aforesaid. Pursuant to SEBI Listing Regulations,
performance evaluation of independent director was done by the entire board, excluding the
independent director being evaluated. The performance evaluation of non- independent
directors and the board as a whole and Chairman of the Board was also carried out by the
Independent Directors of the Company through separate meeting of independent directors
held on March 20, 2025.
Familiarisation Program for Independent Directors
The Company has developed and adopted structured induction programs for orientation and
training of directors at the time of joining and during their term to ensure
familiarisation of directors with, the management and operations of the Company including
business models, services, products, processes, culture and the industry in which it
operates. A note on the familiarisation programme adopted by the Company for orientation
and training of the Directors is provided in the report on Corporate Governance, which
forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the
best of their knowledge and based on the information and explanations received from your
Company, confirms that:
a. the applicable Accounting Standards had been followed in the preparation of the
annual accounts along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and such
judgments and estimates have been made 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 of the Company for that period;
c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
e. the proper internal financial controls were in place and that such internal
financial controls are adequate and were operating effectively; and
f. the system to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE ON NON DISQUALIFICATION OF
DIRECTORS
Ms. Riddhi Shah (COP No.17035), Practicing Company Secretary has issued a certificate
as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors
on the Board of your Company have been debarred or disqualified from being appointed or
continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any
such statutory Authority. The certificate forms part of this Report.
AUDITORS AND AUDITOR'S REPORT Statutory Auditors and Auditor's Report
In accordance with the provisions of the Act, M/s. P A R K & Company, Chartered
Accountants (Firm Registration No 116825W) have been appointed as the Statutory Auditors
of the Company, for a period of five years i.e. upto the conclusion of 40 th AGM to be
held for the adoption of accounts for the financial year ending March 31, 2027. Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors' Report does not contain any qualification, observation, adverse remark or
disclaimer.
Cost Auditors
The Company has maintained cost records as specified by Central Government u/s 148(1)
of the Act. M/s. S. K. Rajani & Co., Cost Accountants, were appointed as the Cost
Auditor for the financial year 2024-25 to conduct the audit of the cost records of the
Company. However, due to the relocation of the firm to Ahmedabad and with a view to
ensuring continued alignment with the Company's operational requirements and other
relevant factors they have not been reappointed as the Cost Auditor for the financial year
2025-26.
Further, the board on the recommendation of the Audit Committee, appointed M/s. S S
Puranik & Associates, Cost Accountants (FRN: 100133) as the Cost Auditors for the
Financial Year 2025-26. In terms of the provisions of Section 148(3) of the Act, read
with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable
to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, at the
ensuing AGM, the Board seeks ratification of the remuneration payable to the Cost Auditor
for the financial year 2025-26.
Cost records as specified by the Central Government under sub section (1) of Section
148 of the Act are made and maintained by the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed Ms. Riddhi Shah, Company Secretary in Practice to undertake the Secretarial
Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the
financial year ended March 31, 2025, in the prescribed Form MR - 3 is attached to this
Report as Annexure II . The said Secretarial Audit Report was issued with
qualifications and the management response on the same are detailed in the report which is
self- explanatory.
The Board of Directors, on the recommendation of the Audit Committee, has approved the
appointment of M/s. P C. Shah & Co., Practising Company Secretaries, a proprietary
concern of Mr. Punit Shah (Proprietor), as the Secretarial Auditor of the Company for a
period of five (5) consecutive financial years commencing from the financial year 2025-26
till the financial year 2029-30. Mr. Punit Shah has confirmed his eligibility and consent
for the said appointment, in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance
Report for the financial year ended March 31, 2025, has been submitted to the Stock
Exchanges.
Further, in this regard, please note that the Company does not have any material
unlisted Indian subsidiaries during financial year 2024-25.
Internal Auditors
M/s. PBMN & Co. Chartered Accountants (Firm Regn No. 007878) conducted an Internal
Audit of the Company for the financial year 2024-25. Auditors suggestions and corrective
actions thereon are presented to the Audit Committee of the Board.
Details of fraud reported by the Auditors
During the year under review, there were no instances of fraud reported by the
Statutory Auditors, Secretarial Auditor, or Cost Auditor under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca) of
the said Act.
INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
In the opinion of the Board, the Company has an Internal Financial Control System,
commensurate with size, scale and complexity of its operations. The internal financial
controls are adequate and are operating effectively so as to ensure orderly and efficient
conduct of business operations.
The Act has mandated the Company to have a formal framework of Internal Financial
Controls (IFC) and has also laid down specific responsibilities on the Board, Audit
Committee, Independent Directors and Statutory Auditors with regard to IFC.
Accordingly, the Company has adopted financial control system and framework to ensure:
?€? The orderly and efficient conduct of its business,
?€? Safeguarding of its assets,
?€? The prevention and detection of frauds and errors,
?€? The accuracy and completeness of the accounting records, and
?€? The timely preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as part of IFC framework,
and take necessary corrective actions wherever weaknesses are identified as a result of
such reviews. These have been designed to provide reasonable assurance about recording and
providing reliable financial and operational information, complying
with applicable statutes, safeguarding assets from unauthorised use, executing
transactions with proper authorisation and ensuring compliance of Corporate Policies.
Based on this evaluation, no significant events had come to notice during the year that
have materially affected, or are reasonably likely to materially affect, our IFC. The
management has also come to a conclusion that the IFC and other financial reporting was
effective during the year and is adequate considering the business operations of the
Company.
The Statutory Auditors of the Company has audited the IFC with reference to Financial
Reporting and their Audit Report is annexed as "Annexure B" to the Independent
Auditors' Report under Standalone Financial Statements and Consolidated Financial
Statements respectively.
Internal Controls are continuously evaluated by the Internal Auditors and Management.
Findings from internal audits are reviewed by the Management and by the Audit Committee
and corrective actions and controls have been put in place wherever necessary. Scope of
work of Internal Auditors covers review of controls on accounting, statutory and other
compliances and operational areas in addition to reviews relating to efficiency and
economy in operations.
During the year, Internal Financial Controls (IFC) testing process was done in order to
review adequacy and strength of IFC followed by the Company. As per the assessment, there
are no major concerns and controls are strong.
The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and those systems are adequate and operating
effectively.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Act and Rules framed
thereunder, your Company has adopted a policy for Corporate Social Responsibility (CSR)
and the Board has constituted a Committee for implementing the CSR activities. Composition
of the Committee and other details are provided in the Corporate Governance Report. In the
financial year 2024-25, the Company has undertaken various CSR activities directly and/or
through implementing agency and the projects undertaken by the Company are
in accordance with Schedule VII of the Act. The report on CSR activities as required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in
" Annexure III ", forming part of this report.
RISK MANAGEMENT
In compliance with Regulation 21 of the SEBI Listing Regulations, a Risk Management
Committee has been constituted by the Board. The Risk Management Committee is entrusted
with roles and powers as specified in Part D of Schedule II of SEBI Listing Regulations.
The Company has laid out a risk management policy which can be accessed at for
identification and mitigation of risks. The Company has also constituted a Risk Management
Committee which is chaired by the Managing Director and has Senior Leadership of the
Company as its members. The Management Risk Committee identifies the key risks for the
Company, develops and implements the risk mitigation plan, reviews and monitors the risks
and corresponding mitigation plans on a regular basis and prioritises the risks, if
required, depending upon the effect on the business/reputation. In the opinion of the
Board, there are no risks at present which may threaten the existence or continuity of the
Company."
The other details in this regard are provided in the Report on Corporate Governance,
which forms a part of this Annual Report.
PARTICULARS OF EMPLOYEES
The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1)
and Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ('Rules'), is attached to this Report as Annexure IV .
INSURANCE
The Company takes a very pragmatic approach towards insurance. Adequate cover has been
taken for all movable and immovable assets against unforeseeable perils like fire, riot,
earthquake, floods, terrorism etc. and other risks which are considered necessary by the
management. In addition to this coverage, a statutory Public Liability Insurance Policy
has been taken to cover the Company for providing against the public liability arising out
of industrial accidents for employees working in plants.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the financial year were at arm's
length basis and in the ordinary course of the Company's business. All such contracts or
arrangements were entered into only with prior approval of the Audit Committee. Omnibus
approval was obtained for the transactions of repetitive nature. In compliance with the
requirement of SEBI Listing Regulations, names of related parties and details of
transactions with them have been included in notes to the financial statements provided in
this Annual Report.
During the year under review, the Board of Directors based on recommendations of the
Audit Committee approved and took note of the revision to the Policy on dealing with and
materiality of Related Party Transactions and framework for transaction with related
parties of the Company in terms of amendments to the law and further enhance the
governance mechanism. The Policy on Materiality of Related Party Transactions and dealing
with Related Party Transactions are available on the Company's website at
There are no materially significant related party transactions made 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 and thus, a disclosure in
the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 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 the website of the Company at
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance,
reinforcing the valuable relationship between the Company and its Stakeholders.
Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on
Corporate Governance has been included in this Annual Report along with a certificate
from the Statutory Auditors of the Company regarding the compliance with the provisions
of the Corporate Governance.
All Board members and senior management personnel have affirmed compliance with the
Code of Conduct for the year 2025-26. A declaration to this effect signed by the Chairman
& Managing Director of the Company is contained in this Annual Report.
CHAIRMAN & MANAGING DIRECTOR (CMD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
In compliance with the SEBI Listing Regulations, the Company have obtained the
compliance certificate outlined in Part B of Schedule II from Mr. Chirag A. Parekh,
Chairman and Managing Director and Mr. Anand Sharma, Executive Director and Group Chief
Financial Officer for the financial year 2024-25, affirming the accuracy and completeness
of the Financial Statements and associated matters. This certificate is included as an
integral component of this annual report.
ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safe
operations. Your Company endeavours that the conduct of all operations is in such manner
so as to ensure safety of all and compliance of statutory and industrial requirements for
environment protection and conservation of natural resources to the extent possible.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and
Sustainability Report covering disclosures on the Company's performance on Environment,
Social and Governance parameters for 2024-25 is attached and forms part of this Report and
also available on the Company's website at
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has implemented a Vigil Mechanism Policy, also known as the Whistleblower
Policy, to address instances of fraud and mismanagement. This policy empowers the
Company's stakeholders to report genuine concerns regarding
unethical behavior, suspected fraud, or breaches of the Code of Conduct. Additionally,
it facilitates the reporting of incidents or suspected leaks of unpublished price-
sensitive information.
This policy ensures the strict confidentiality of whistleblowers while handling their
concerns and stipulates non-discriminatory treatment for individuals raising genuine
concerns. Moreover, it includes a provision for direct access to the Chairman of the Audit
Committee in emergency cases. The Vigil Mechanism/Whistleblower Mechanism Policy is
publicly accessible on the Company's website at Mechanism
During the year under review, Nil complaint pertaining to the Company were received
under the Whistle Blower mechanism.
DISCLOSURE UNDER 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 Rules framed thereunder. Internal Complaints
Committee ('ICC') is in place for all works and offices of the Company to redress
complaints received regarding sexual harassment.
Further,
1. The number of sexual harassment complaints pending at the beginning of the year - NIL
2. The number of sexual harassment complaints received during the year - NIL
3. The number of such complaints disposed of during the year - NIL
4. The number of cases pending for a period exceeding ninety days - NIL
MATERNITY BENEFIT COMPLIANCE
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including the amendments therein. Appropriate benefits and facilities have been extended
to eligible women employees as per the applicable laws.
UNCLAIMED DIVIDEND
In terms of applicable provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), unclaimed dividend amounting to ' 8.99 Lakhs was transferred by the
Company to the Investor Education and Protection Fund ("IEPF"), established by
the Government of India, during the year under review.
Further, 7770 shares were transferred to the demat account of the IEPF Authority during
the year under review, in accordance with the IEPF Rules, as the dividend(s) has not been
claimed by the shareholders on those shares for 7 consecutive years or more.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013
The information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given under Section 134 of the Act, read
with the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part
of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has extended a loan to its wholly owned subsidiary and renewed/ enhanced a
corporate guarantee in favour of a subsidiary company to support their business
requirements. These transactions fall within the limits already approved by the
shareholders under Section 186 of the Companies Act, 2013, and have been made in
compliance with the applicable provisions of the Act.
The loan to the wholly owned subsidiary is exempt from certain requirements under
Section 186(3), while the guarantee extended to the subsidiary company is within the
approved limits and in accordance with the law.
These transactions have been appropriately disclosed in the financial statements.
Further, as mandated under Rule 12(1C) of the Companies (Accounts) Rules, 2014 (as
amended), the requisite particulars shall also be disclosed in the extract of the Board's
Report to be filed in Form AOC-4.
HUMAN RESOURCE
Your Company firmly believes that Human Resource function is closely integrated with
the business and has been an important pillar supporting growth aspiration.
The function focuses on Leadership Development, Succession Planning and Skills &
Competency Development. At Carysil, the Human Resource function is a business partner that
focuses on improving the way of life, work culture, employee engagement, productivity,
effectiveness and efficiency. The Company believes in developing an engaged, efficient and
committed employee base that is aware and empowered. Employee Engagement Programs are
integral part of the function and are designed in a manner that keeps motivational levels
high and they range from competitive sports to celebration festivals, cultural events to
recognition through rewarding for exceptional achievement. Company also conducts in-house
training programs to develop leadership as well as technical /functional capabilities in
order to meet future talent requirements. Industrial relations were cordial throughout the
year.
GENERAL
Your directors state that no disclosures or reporting is required in respect of the
following items, as the same is either not applicable to the Company or relevant
transactions/events have not taken place during the year under review.
1. The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
2. I ssue of Shares (including sweat Equity shares) to employees of the Company under
any Scheme save and except Employee Stock Option Scheme and Qualified Institutional
Placement referred to in this Report.
3. There is no application/proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year under review. Further, there are no instances of onetime settlement
with any Bank or Financial Institutions.
ACKNOWLEDGEMENT
Your Directors would like to thank all the stakeholders viz., Consumers, Shareholders,
Employees, Government, Suppliers, Business Partners, Bankers and all other Business
Associates for their continuous support to the Company and its Management.
By Order of the Board of Directors For Carysil Limited
(Amount in US $)
|
Chirag A. Parekh Chairman and Managing Director DIN:
00298807 |
| Place: Bhavnagar Date: August 12, 2025 |
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| Registered Office: A-702, Kanakia Wall Street, Andheri
- Kurla Road, Andheri (East), Mumbai - 400 093. Tel.: 022 4190 2000 CIN:
L26914MH1987PLC042283 Email: investors@carysil.com Website: www.carysil. |
com |
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