To,
The Members,
INDIAN EMULSIFIERS LIMITED
The Board of Directors of the Company have great pleasure in presenting
the 5th Board's Report of the Company together with Audited Financial Results for the
year ended March 31, 2025. This report states compliance as per the requirements of the
Companies Act, 2013 ("the Act"), the Secretarial Standards, the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") and other rules and regulations as applicable to
the Company.
FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year
ended March 31, 2025 is summarized as follows:
Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
10,122.62 |
6,667.60 |
| Other Income |
142.89 |
3.76 |
| Total Income |
10,265.51 |
6,671.36 |
| Employee Benefit Expenses |
123.94 |
72.37 |
| Financial Cost |
240.89 |
231.55 |
| Depreciation and amortisation |
222.52 |
168.84 |
| expenses |
|
|
| Other Expenses |
8036.80 |
5116.24 |
| Total Expenses |
8,624.16 |
5,589.01 |
| Profit/(Loss) before Tax |
1,641.35 |
1,082.35 |
| Less: Exceptional items |
- |
- |
| Profit/(Loss) before Tax |
1,641.35 |
1,082.35 |
| Current Tax |
310.50 |
196.79 |
| Deferred Tax |
0.95 |
3.19 |
| Profit/(Loss) after tax |
1,329.90 |
882.37 |
| Other Comprehensive income/ |
3.24 |
0.08 |
| (cost) for the financial year |
|
|
| Total Comprehensive income/(loss) |
1,333.14 |
882.45 |
| for the financial year |
|
|
| Earnings per Equity Share |
|
|
| (1) Basic |
11.40 |
12.41 |
| (2) Diluted |
9.35 |
12.00 |
Our Company is engaged in the business of Manufacturing and Supplying
of Specialty Chemicals i.e., Esters, Amphoterics, Phosphate Esters, Imidazolines, Wax
Emulsions, SMO & PIBSA Emulsifiers.
FINANCIAL PERFORMANCE OVERVIEW
During the year under review, the Company has earned a total revenue of
Rs. 10,265.51 Lakhs for the year ended March 31, 2025 as against Rs. 6,671.36 Lakhs in the
previous financial year.
The Company has recorded a profit (PBT) of Rs. 1,641.35 Lakhs for the
year ended March 31, 2025 as compared to Rs. 1,082.35 Lakhs in the previous financial
year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 increased
drastically and stood at Rs. 1,333.14 Lakhs as compared to Rs. 882.37 Lakhs in the
previous financial year.
DIVIDEND/ TRANSFER TO RESERVES:
The Dividend policy for the year under review has been formulated and
taking into consideration of growth of the Company and to conserve resources, the
Directors do not recommend any Dividend for the year ended March 31, 2025. Your Company
has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:
The Company's shares are listed on NSE Emerge platform with ISIN
‘INE0RRU01016' & symbol ‘IEML' w.e.f. 22nd May, 2024.
DEPOSITS:
The Company has neither accepted nor renewed any deposits falling
within the purview of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under
review.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the
financial year ended March 31, 2025.
CAPITAL STRUCTURE:
During the year under review, the Company had successfully come out
with its maiden SME – IPO (Initial Public O_ering). The Public issue consisted of
32,11,000 Equity Shares at price of Rs. 132/- (including a premium of Rs. 122/- Equity
Shares) aggregating to Rs. 4,238.52 Lakhs consisting fully of fresh issue of 32,11,000
Equity Shares aggregating to Rs. 4,238.52 Lakhs which was opened for subscription on May
10, 2024 and closed on May 16, 2024 for all the applicants. The Company received the
overwhelming response for the said IPO issue and said shares got listed on the NSE –
Emerge platform on May 22, 2024. After completion of IPO, the paid-up share capital of the
Company increased to Rs. 12,22,22,220/-
AUTHORIZED SHARE CAPITAL:
The Authorized Share Capital of the Company as on March 31, 2025 is Rs.
14,00,00,000/- (Rupees Fourteen Crore) divided into 1,40,00,000 Equity shares of Rs. 10/-
each fully paid-up.
ISSUED AND PAID-UP CAPITAL:
During the year under review, the Company has made an allotment of
32,11,000 Equity shares having face value of Rs. 10/- on the issue price of Rs. 132/- on
17th May, 2024 pursuant to Initial Public O_er of Company. As on March 31, 2025 the
paid-up Equity Share Capital was Rs. 9,01,12,220/- divided into 90,11, 222 Equity Shares
of Rs. 10/- each.
DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY, AND
JOINT VENTURES:
As on March 31, 2025 the Company has no Holding, Subsidiaries,
Associate Company, and Joint Venture, except following 1 (One) Wholly Owned Subsidiary
Company:
Sr. No. |
Name of |
CIN/ GIN |
Type |
% of Share |
Applicable |
Applicable |
|
Company |
|
|
Holding |
Section |
Section |
| 1 |
M/s. Southers |
ACN 677 826 603 |
Foreign Wholly |
100% |
2(87) |
2(87) |
|
Emulsifiers Solutions |
|
Owned Subsidiary |
|
|
|
|
Pty Ltd* |
|
Company |
|
|
|
* M/s. Southers Emulsifiers Solutions Pty Ltd, a Foreign subsidiary
company of the Company has been incorporated on May 31, 2024 at Australia. The Company has
subscribed 1000 Ordinary shares of AU$ 1.00 each. The main object of the incorporated
company is Manufacturing and Supplying of Specialty Chemicals. is yet to start its
business activities.
Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the
financial statement of subsidiaries or associate companies or Joint ventures in Form AOC-
1 is annexed and marked as Annexure-A1.
LISTING OF SHARES:
The Company's shares are listed on NSE Emerge platform with ISIN
INE0RRU01016 & IEML w.e.f. 22nd May, 2024.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of Board of Directors and Key Managerial Personnel
(KMP) of the Company as on March 31, 2025 were as follows:
Sr. No |
Name of Director |
Designation |
| 1. |
Yash Tikekar |
Chairman and Managing Director |
| 2. |
Abhay Tikekar |
Whole-Time Director |
| 3. |
Rajesh Madhukar Joshi |
Non-Executive, Director |
| 4. |
Rajaram Gordhanlal Agarwal |
Non-Executive, Independent Director |
| 5. |
Vaishali Dipen Tarsariya |
Non-Executive, Independent Director |
| 6. |
Mandeep Brijkishore Pandey |
Chief Financial Officer |
| 7. |
Ramraj Singh Thakur |
Company Secretary & Compliance Officer |
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013. The Independent Director have
complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of
the Act. In view of the available time limit, those Independent Director who are required
to undertake the online proficiency self-assessment test as contemplated under Rule 6(4)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed
to perform the test within time limit stipulated under the act. The Company has received
declarations from all Independent Directors of the Company confirming that they continue
to meet the criteria of Independence as prescribed under Section 149 of the Companies Act
2013.
BOARD AND COMMITTEE MEETING: Number of Board Meetings
The Board of Directors met 10 times during the financial year ended
March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made
there under. The intervening gap between two Board Meeting was within the period
prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed
quorum was presented for all the Meetings and Directors of the Company actively
participated in the meetings and contributed valuable inputs on the matters brought before
the Board of Directors from time to time.
COMMITTEES OF THE BOARD:
The Company has four committees viz; Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions
of applicable laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions
of section 177 of the Companies Act, 2013. Composition of the Committee is as follow:
Sr. No. |
Name |
Designation |
| 1. |
Rajaram Gordhanlal Agarwal |
Chairman |
| 2. |
Vaishali Dipen Tarsariya |
Member |
| 3. |
Yash Tikekar |
Member |
All the recommendation made by the Audit Committee in the financial
year 2024-25 was approved by the Board. The Audit Committee members met 4 times during the
year for conducting the Meeting.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is
constituted under the provisions of section 177 of the Companies Act, 2013.
Composition of the Committee is as follows:
Sr. No. |
Name |
Designation |
| 1. |
Rajaram Gordhanlal Agarwal |
Chairman |
| 2. |
Vaishali Dipen Tarsariya |
Member |
| 3. |
Rajesh Madhukar Joshi |
Member |
The Nomination & Remuneration Committee members met 2 times during
the year for conducting the Meeting.
III. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted
under the provisions of section 177 of the Companies Act, 2013. Composition of the
Committee is as follow:
Sr. No. |
Name |
Designation |
| 1. |
Vaishali Dipen Tarsariya |
Chairman |
| 2. |
Yash Tikekar |
Member |
| 3. |
Rajaram Gordhanlal Agarwal |
Member |
The Stakeholder Relationship Committee members met 2 times during the
year for conducting the Meeting.
IV. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company is
constituted under the as per the provisions of the Companies Act, 2013.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
CSR provides an opportunity to the Companies to effectively align its
values and strategy for the benefits of the society, by contributing to the social,
economic and environmental development of the society at large.
The composition of Committee is as follow:
Sr. No. Name |
Designation |
| 1. Vaishali Dipen Tarsariya |
Chairman |
| 2. Yash Tikekar |
Member |
| 3. Rajaram Gordhanlal Agarwal |
Member |
The Corporate Social Responsibility Committee members met 1 time during
the year for conducting the Meeting. Further the Board of directors has also approved the
CSR policy formulated in accordance with the Act (as amended from time to time), guides
the Company to serve the society which can be accessed on the website of the Company at
link https://indianemulsifiers.com/ The disclosure as per provisions of Companies Act,
2013 on CSR activities forming part of this Report is attached as Annexure – E
CORPORATE GOVERNANCE REPORT:
Since the Company is listed on SME platform of NSE Emerge., the
provisions of Corporate Governance are not applicable on the Company.
NOMINATION AND REMUNERATION FORMATINGT:
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board, among others, will enhance the quality of
decisions by utilizing di_erent skills, qualifications, professional experience and
knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.
The said policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Executive, Non-Executive and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re- enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual directors including the chairperson and the
Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded
on the website of your Company www. indianemulsifiers.com
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures,
reports, and internal policies to enable them to familiarize with the Company's
procedures and practices, the website link is www. indianemulsifiers.com
ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing
Regulations, a structured questionnaire was prepared for evaluating the performance of
Board, its Committees and Individual Director including Independent Directors. The
questionnaires were prepared after taking into consideration the various facets related to
working of Board, its committee and roles and responsibilities of Director. The Board and
the Nomination and Remuneration Committee reviewed the performance of the Individual
Directors including Independent Directors on the basis of the criteria and framework
adopted by the Board. Further, the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the Directors on the basis of various
criteria. The Board of Directors expressed their satisfaction with the evaluation process.
In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, performance of Board as a whole and performance of the Chairman was evaluated,
taking into account the views of the Executive Directors and Non-Executive Directors.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud, but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct.
It provides direct excess to the employees of the Company to approach
the Compliance Officer or the Chairman of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers are accorded complete protection from any
kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the
website of the Company at www.indianemulsifiers.com
RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the
risk management plan for the Company. The Audit Committee has additional oversight in the
area of financial risk and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on continuing basis.
PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section
186 of the Companies Act, 2013 are given in the Note to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE ACT:
All related party transactions that were entered into during the Period
under review, were on arm's length basis and in the ordinary course of business. No
materially significant related party transactions which required the approval of members,
were entered into by the Company during the Period under review. Further, all related
party transactions entered by the Company are placed before the Audit Committee for its
approval. The particulars of the contracts or arrangements entered by the Company with
related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act
and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.
STATUTORY AUDITORS:
M/s. Dave & Dave., Chartered Accountants (Firm Registration No.
012163W) were appointed as the Statutory Auditors of Company at the 4th Annual General
Meeting for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29.
Further the Statutory Auditors have submitted their Report on the
Financial Statements for the financial year ended March 31, 2025, forming part of this
Report and there is no qualifications, reservations or adverse remarks made by the
statutory auditor of Company in their Audit Report for the year under review.
The notes on accounts referred to the Auditors' Report are
self-explanatory and therefore, do not call for any further explanation.
SECRETARIAL AUDITORS
M/s. Nikunj Kanabar & Associates, Company Secretaries, (Firm
Registration Number: S2024MH981100, Membership No. F12357 and CP No. 27358) were appointed
as the Secretarial Auditors of the Company for financial year 2024-2025 by the board of
directors at their meeting held on March 7, 2025.
The Secretarial Audit report received from the Secretarial Auditors is
annexed to this report marked as Annexure B and forms part of this report.
Further, pursuant to recent amendments to Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulations'), a listed entity must appoint a
Secretarial Audit firm for a maximum of two terms of five consecutive years, with
shareholders' approval to be obtained at the Annual
General Meeting.
Accordingly, based on the recommendation of the Audit Committee, the
Board of Directors at its meeting held on August 29, 2025 has approved the appointment of
M/s. Nikunj Kanabar & Associates, Company Secretaries, (Firm Registration Number:
S2024MH981100, Membership No. F12357 and CP No. 27358) as the Secretarial Auditors of the
Company for a period of five (5) consecutive years, commencing from April 1, 2025 to March
31, 2030 subject to approval of the Members at the Annual General Meeting.
INTERNAL AUDITORS
The Board of Directors of the Company at its meeting held on May 30,
2024 has appointed Mr. Mandeep B. Pandey as Internal Auditor of the Company for F.Y.
2024-25.
EXTRACTS OF ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3) (a) of the
Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the
Annual Return as on 31st March 2025 is available on the Company's website
www.indianemulsifiers.com
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis (MDA) Report is
included in this Report as
Annexure - C.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
The Company has been continuously making e_orts to reduce energy
consumption. The management is striving to achieve cost reduction by economical usage of
energy.
I. The steps taken or impact on conservation of energy: The Company
has been continuously making e_orts to reduce energy consumption and the management is
striving to achieve cost reduction by economical usage of energy.
II. The steps taken by the company for utilising alternate source of
energy: As the Company needs only minimum level of energy, it has not looked in to an
alternative source of energy.
III. The capital investment on energy conservation equipment: The
Company has not made any capital investment as it is not required at this stage.
(B) TECHNOLOGY ABSORPTION:
The Company is not utilizing any alternate source of energy.
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
During the period under review, the Company has total income of Nil and
Nil expenditure in the foreign currency
STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure D
which forms part of this Report.
HUMAN RESOURCES
The relations with the employees and associates continued to remain
cordial throughout the year. The Directors of your Company wish to place on record their
appreciation for the excellent team spirit and dedication displayed by the employees of
the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work
environment to its employees. There exist at the group level an Internal Complaint
Committee (‘ICC') constituted under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual
harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation to the workplace/s of the
Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating
effectively.
MAINTENANCE OF COST RECORD:
As per Section 148 of the Act read with Companies (Cost Records and
Audit) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit
Committee had appointed M/s. Narendra Peshne & Associates, Cost Accountants (Firm
Registration No.: 100269) to audit the cost accounts of the Company for the Financial Year
ended 31st March, 2026.
In terms of the provisions of Section 148(3) of the Act, read with Rule
14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditor is required to be ratified by the Members, accordingly, a resolution
seeking ratification by the Members for the remuneration is listed in the AGM Notice as
Special Business.
The Cost Auditors have certified that their appointment is within the
limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment
within the meaning of the said Act. Maintenance of cost records as specified by the
Central Government under Sub-Section (1) of Section 148 of the Act, is required by the
Company and accordingly, such accounts and records are made and maintained.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:
The Company has in place adequate Internal Financial Controls with
reference to financial statements. During the year under review, such controls were tested
and no reportable material weakness in the design or operation was observed.
GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report
2023-24 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2023-24 will also be available on the Company's website www.
indianemulsifiers.com
INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in
terms of Insolvency and Bankruptcy Code 2016.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (‘the
Act'), with respect to Directors Responsibility Statement it is hereby confirmed: a.
The Financial Statements of the Company - comprising of the Balance Sheet as at March 31,
2025 and the Statement of Profit & Loss for the year ended as on that date, have been
prepared on a going concern basis following applicable accounting standards and that no
material departures have been made from the same; b. Accounting policies selected were
applied consistently and the judgments and estimates related to these financial statements
have been made on a prudent and reasonable basis, so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025, and, of the profits and loss of
the Company for the year ended on that date; c. Proper and sufficient care has been taken
for maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect
fraud and other irregularities; d. Requisite Internal Financial Controls to be followed by
the Company were laid down and that such internal financial controls are adequate and
operating effectively; and e. Proper systems have been devised to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
ANNEXURE TO THE REPORT OF THE BOARD OF DIRECTORS
Annexure A1 Form AOC- 1
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the
financial statement of subsidiaries or associate companies or Joint ventures
Part A:
Subsidiaries: (Information in respect of each subsidiary to be
presented with amounts in Rs.)
Name of the subsidiary |
SOUTHERN EMULSIFIER SOLUTIONS PTY LTD |
The date since when subsidiary was
acquired |
May 31, 2024 |
Reporting period for the subsidiary
concerned, if dif- |
April - March |
ferent from the holding company's
reporting period. |
|
Reporting currency and Exchange rate as on
the last |
AU$ 1 AU$ = 53.335 INR |
date of the relevant Financial year in the
case of for- |
|
eign subsidiaries |
|
Share capital |
53,335/ |
Reserves and surplus |
NIL |
Total assets |
NIL |
Total Liabilities |
|
Investments |
NIL |
Turnover |
NIL |
Profit before taxation |
NIL |
Provision for taxation |
NIL |
Profit after taxation |
NIL |
Proposed Dividend |
NIL |
Extent of shareholding (in percentage) |
100% |
Part B:
Associates and Joint Ventures: The Company does not have any Associate
companies/ JVs.
Notes:
1. Names of subsidiaries which are yet to commence operations: NIL
2. Names of subsidiaries which have been liquidated or sold during the
year: NIL
ANNEXURE – A - BOARD REPORT (FORM AOC–2)
[Pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]
1. Details of contracts or arrangements or transactions not at
arm's length basis:
There were no contracts or arrangements or transactions entered during
the year ended March 31, 2025, which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at
arm's length basis:
Particulars |
Details |
| Name(s) of the related party and nature of
relationship |
Chemical Brothers Enterprises |
| Nature of contracts / arrangements /
transactions |
Sales, Purchases, Warehouse Rent, Office
Rent |
| Duration of the contracts /arrangements /
transactions |
2024-2025 |
| Salient terms of the contracts or
arrangements or |
Sales: Rs. 1,091.75 lakh |
| transactions including the value, if any |
Purchases: Rs. 125.69 lakh |
|
Warehouse Rent: Rs. 4.80 lakh |
|
Office Rent: Rs. 6.00 lakh |
| Date of approval by the Board |
30-05-2024 |
| Amount paid as advances, if any |
NIL |
ANNEXURE – B
Form No. MR-3
SECRETARIAL AUDIT REPORT OF INDIAN EMULSIFIERS LIMITED
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Indian Emulsifiers Limited
No. B - Shop 206, Floor-2, Sumer Kendra,
Shivram Seth Amrutwar Road Near Doordarshan Kendra, O_ Pandurang
Budhwar Marg, Worli, Mumbai 400 018, Maharashtra, India.
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Indian Emulsifiers
Limited (CIN: L46691MH2020PLC351364) (‘hereinafter called the Company') for
financial year ended March 31, 2025 (hereinafter referred to as "the Audit
Period"). Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/ statutory compliances and expressing our
opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its Officers, agents and authorized representatives
during the conduct of secretarial audit and as per the explanations given to us and the
representations made by the Management of the Company, we hereby report that in our
opinion, the Company had during the Audit Period complied with the statutory provisions
listed hereunder and also that the Company had proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
1. We have examined the books, papers, minute books, forms, and returns
filed during the Audit Period and other records maintained by the Company for the Audit
Period, according to the provisions of the following laws: I. The Companies Act, 2013 and
the Rules made there under and the applicable provisions of the Companies Act, 1956; II.
The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made
thereunder; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings, to the extent was applicable to the Company as confirmed
by management; V. The following Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (‘SEBI Act'): -a. The Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,
2015; b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011; c. The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015; d. The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018; e. The Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021; (Not applicable to the Company during the audit period) f. The Securities and
Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
2021; (Not applicable to the Company during the audit period) g. The Securities and
Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client; (Not applicable to the Company
during the audit period) h. The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period)
i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(Not applicable to the Company during the audit period)
VI. Compliances/ processes/ systems under other specific applicable
Laws (as applicable to the industry) are being relied based on Internal Report maintained
by Company under internal Compliance system submitted to the Board of Directors of the
Company.
We have also examined compliance with the applicable clauses of
Secretarial Standards issued by the Institute of Company Secretaries of India and Listing
Agreement entered by the Company with stock Exchange i.e. NSE during the Audit Period.
Further the Company has also complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
WE FURTHER REPORT THAT:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors, and Independent Directors. The
changes in the composition of the Board of Directors that took place during the audit
period were carried out in compliance with the provisions of the Act.
Adequate notices are given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committee of the Board, as the case may be.
We further report that as per the explanations given to us and the
representations made by the management and relied upon by us, there are adequate systems
and processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.
We further report that during the period under review, the Company has
not undertaken any specific events/ actions that can have a major bearing on the
Company's compliance responsibility in pursuance of the above referred laws, rules,
regulations, guidelines, standards, etc., except as follows: Listing of Shares on SME
Platform of NSE EMERGE: The Company has issued 32,11,000 Equity Shares of face value of
Rs. 10 each at issue price of Rs. 132/- per share aggregating to Rs. 4,238.52 Lakhs and
listed on Stock Exchange i.e. SME Platform of NSE EMERGE Limited w.e.f. May 22, 2024.
ANNEXURE – A OF MR 3
(To the Secretarial Audit Report of Indian Emulsifiers_Ltd for the
financial year ended March 31, 2025)
To,
The Members,
Indian Emulsifiers Limited
No. B - Shop 206, Floor-2, Sumer Kendra,
Shivram Seth Amrutwar Road Near Doordarshan Kendra, O_ Pandurang
Budhwar Marg, Worli, Mumbai 400 018, Maharashtra, India.
Our Secretarial Audit Report for the financial year 31st March, 2025 is
to be read along with this letter.
Management's Responsibility: -
1. It is the responsibility of the management of the Company to
maintain secretarial records, devise proper systems to ensure compliance with the
provisions of all applicable laws and regulations and to ensure that the systems are
adequate and operate effectively.
Auditor's Responsibility: -
2. Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company with respect to secretarial
compliances.
3. We believe that audit evidence and information obtained from the
Company's management is adequate and appropriate for us to provide a basis for our
opinion.
4. Wherever required, we have obtained the management's
representation about the compliance of laws, rules and regulations and happening of events
etc.
5. The Company was listed on May 22, 2024 on EMERGE platform of NSE, so
secretarial audit was conducted to limited extent of applicability of the provisions.
Disclaimer: -
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the e_cacy or effectiveness with which the
management has conducted the affairs of the Company.
7. We have not verified the correctness and appropriateness of
financial records and books of account of the Company.
MDAR
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