Your Board of Directors of the Company ("Board") are pleased to present the Fourth (4th) Annual Report of Neptune Petrochemicals Limited ('NPL' or 'your Company' or 'the Company') on the business, operations and performance along with Audited Financial Statements of the Company.
Financial Highlights
The Audited Financial Statements of your Company as of March 31, 2025 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013 ("Act").
|
Particulars
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
94,793.78
|
66,773.78
|
|
Other Income
|
1122.94
|
823.02
|
|
Total Revenue
|
95916.72
|
67596.80
|
|
Earnings Before Interest, Depreciation and Amortization Expense and Taxes
|
3477.49
|
2862.30
|
|
Less: - A) Finance Cost
|
12.89
|
25.64
|
|
Less: - B) Depreciation and Amortization Expense
|
64.67
|
16.53
|
|
Profit / (Loss) before Extra¬ Ordinary Items and tax
|
3399.93
|
2820.13
|
|
Add/(Less): Extra-Ordinary Item
|
-
|
-
|
|
Profit/(Loss) after Extra Ordinary Items and before tax
|
3399.93
|
2820.13
|
|
Total Tax Expense
|
889.88
|
742.71
|
|
Share of Associate's Profit
|
-
|
-
|
|
Profit / (Loss) After Tax
|
2510.05
|
2077.42
|
|
Earnings Per Share Basic / Diluted
|
15.62
|
20774.20
|
Performance Review & State of Company's Affairs:
Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company achieved major increase the sales in the product being manufactured and marketed in-house.
During the year under review, the Company had a revenue from operations of Rs.94,793.78 Lakhs against Rs. 66,773.78 Lakhs in the previous year, which has increased to 41.96% as compared to the previous financial year. The net profit of the Company was placed at Rs. 2510.05 Lakhs as against Rs. 2077.42 Lakhs in the previous year. The net profit has increased by 20.83 % compared to previous year. EPS of the company is impacted during the current year due to Increase in shares during the year by way of Bonus Issue and Private Placement of shares.
Your directors are hopeful that the performance of the Company will further improve in the coming years.
DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
The Company has no Subsidiary, Joint Venture (JV) And Associate Companies.
CHANGE IN NATURE OF BUSINESS
During the financial year ended March 31, 2025, there has been no change in the Company's nature of business.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013
During the year under review, the Company has profit Rs. 2510.05 Lakh. The amount has been transferred to Reserves and Surplus.
LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, investments made, guarantees given and securities provided during FY 2024-25 in accordance with the provisions of Section 186 of the Act are provided in the Standalone Financial Statements.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of the operations, performance and future prospects of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as Annexure - D.
SHARE CAPITAL STRUCTURE OF THE COMPANY
The paid-up equity capital as on March 31, 2025 was Rs. 1665.35 Lakhs. During the year under review, the Company has issued 1,50,00,000 Equity shares by way of Bonus and 16,43,500 Equity shares by way of private placement.
a) Authorized Capital:
Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rupees 10 /- each.
b) Issued Capital, Subscribed and Paid-up Capital:
Rs. 16,65,35,000/- (Rupees Sixteen Crore Sixty-Five Lakhs Thirty-Five Thousand Only) divided into 1,66,53,500 (One Crore Sixty-Six Lakhs Fifty-Three Thousand Five Hundred) Equity Shares of Rupees 10 /- each.
DIVIDEND
Your directors do not recommend any dividend so as to conserve the resources of the company for future needs for the year 2024-25.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance to the provisions of Section 134(3)(c) of the Act, Directors of the Company, to the best of their knowledge and belief with respect to FY 2024-25, state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL
• BOARD COMPOSITION
With the right balance of independent, executive, and non-executive members, the board of the company is well-balanced and capable of making independent decisions on matters of performance and strategy. It also plays an indispensable part in board proceedings. The company's board of directors is made up of distinguished people with years of experience and knowledge in their respective industries from a variety of backgrounds. The board possesses 5 (Five) directors as of March 31, 2025, 2 (two) of whom act as executive directors, 3 (three) are non-executive directors and 2 (two) are non-executive independent directors. The maximum tenure of the independent directors is in compliance with the Act.
None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to Regulation 165 of the Act.
The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2024-25:
|
Name of Director
|
Category
|
Date of Appointment
|
Number of Shares held in the Company
|
|
Mr. Pareshkumar Subodhchandra Shah Managing Director (DIN:03217789)
|
Promoter Executive
|
21/10/2021
|
76,55,100
|
|
Mrs. Riddhi Shah Director
(DIN:09368888)
|
Promoter non¬ executive
|
21/10/2021
|
72,79,850
|
|
Mr. Ambar Jayantilal Patel Director
(DIN: 00050042)
|
Non-Executive
(Independent)
|
22/08/2024
|
|
|
Mr. Viralkumar Kiritkumar
Shah
Director
|
Non-Executive
(Independent)
|
22/08/2024
|
|
|
(DIN:02855354)
|
|
|
|
|
Mr. Sanjaykumar Subodhchandra Shah Whole-Time Director (DIN:00018115)
|
Promoter Executive
|
21/03/2024
|
3,40,000
|
As on March 31, 2025, none of the Directors of the Company were related to each other except Mr. Pareshkumar Subodhchandra Shah, Managing Director, Mrs. Riddhi Shah, Director and Mr. Sanjaykumar Subodhchandra Shah, Director who are related to each other as per the provisions of the Act.
• MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2025, 13 (Thirteen) meetings of Board of Directors of the Company.
The intervening gap between the Meetings was within the period prescribed under the Act.
The following meetings of the Board of Directors were held during the financial year ended March 31, 2025:
|
Sr.
No.
|
Date of
Board
Meeting
|
|
Name of Directors
|
|
Pareshkumar Subodhchand ra Shah
|
Riddhi
Shah
|
Sanjaykumar Subodhchand ra Shah
|
Ambar
Jayantilal
Patel
|
Viralkumar
Kiritkumar
Shah
|
|
1.
|
28/06/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
2.
|
11/07/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
3.
|
18/07/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
4.
|
22/07/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
5.
|
26/07/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
6.
|
29/07/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
7.
|
09/08/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
8.
|
22/08/2024
|
Yes
|
Yes
|
Yes
|
NA
|
NA
|
|
9.
|
06/09/2024
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
10.
|
25/09/2024
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
11.
|
07/11/2024
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
12.
|
02/12/2024
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
13.
|
24/02/2025
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
14.
|
03/03/2025
|
NA
|
NA
|
NA
|
Yes
|
Yes
|
• CHANGE IN DIRECTORS
During the year under review, Mr. Ambar Jayantilal Patel & Mr. Viralkumar Kiritkumar Shah is appointed as non-executive Independent Director w.e.f. 22/08/2024.
• RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Act read with Rules and the Articles of Association of the Company, Mr. Pareshkumar Subodhchandra Shah (DIN: 03217789) is liable to retire by rotation at the forthcoming Annual General Meeting ("AGM") and, being eligible, has offered herself for re-appointment. The Board recommends re-appointment of Mr. Pareshkumar Subodhchandra Shah, based on the recommendations of the Nomination and Remuneration Committee, for the consideration of the members of the Company at the forthcoming AGM. The relevant details including brief profile of Mr. Pareshkumar Subodhchandra Shah in terms of Regulation 36(3(3) of SEBI Listing Regulations, forms part to the Notice of 4th AGM of the Company.
• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the SEBI Listing Regulations, and they remain independent of management.
In the opinion of the Board, all Independent Directors possess requisite qualifications, expertise, experience (including the proficiency) and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.
• DISQUALIFICATIONS OF DIRECTORS
In compliance with Section 164(2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from each and every Director during the financial year 2024-25 that is being reviewed. This form certifies that none of the Directors of your Company is disqualified to hold office as a director under the provisions of Section 164(2) of the Act, nor are they barred from holding the office of a director by any order of the SEBI or any such authority in accordance with SEBI letter dated June 14, 2018, and NSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies."
In accordance with the requirements of several Act provisions, the company's directors have disclosed all relevant information.
• KEY MANAGERIAL PERSONNEL
In accordance with the Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company;
a. Mr. Pareshkumar Subodhchandra Shah, Chairman and Managing Director
b. Mr. Sanjaykumar Subodhchandra Shah, Whole-Time Director
c. Mr. Sunil Sharma, Chief Financial Officer
d. Ms. Ankita Bang, Company Secretary
During the year under review, Company had appointed Mr. Sunil Sharma, is appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f August 22, 2024 and Ms. Ankita Bang, is appointed as Company Secretary and Key Managerial Personnel of the Company w.e.f August 22, 2024 in their Board Meeting held on August 22, 2024 in terms of Section 203 of the Act read with Rules framed thereunder.
• MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on March 03, 2025 inter alia, to discuss:
Ý Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.
Ý Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
Ý Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
Your company has put in place a rigorous familiarization program for independent directors in an effort to give them the information, exposure, and understanding they need to carry out their duties well. The program includes thorough deployment, regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. We work to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.
• COMMITTEES OF THE BOARD
The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has four (4) committees, namely the Audit Committee, the Nomination and Remuneration Committee, CSR Committee and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.
1. AUDIT COMMITTEE
The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act and Regulation 18 of Listing Regulations.
During the year under review, three meetings of the Audit Committee were held i.e. on September 24 2024, November 26 2024 and February 18 2025. The intervening gap between two meetings did not exceed one hundred and twenty days.
The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:
|
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2024-25
|
Percentage
of
attendance
|
|
Held
|
Attended
|
|
1.
|
Mr. Viralkumar
|
Chairperson, Non-
|
3
|
3
|
100%
|
| |
Kiritkumar
|
Executive
|
|
|
|
| |
Shah
|
Independent
Director
|
|
|
|
|
2.
|
Mr. Ambar Jayantilal Patel
|
Member, Non¬ Executive Independent Director
|
3
|
3
|
100%
|
|
3.
|
Mr. Riddhi Shah
|
Member, Non¬ Executive Director
|
3
|
3
|
100%
|
The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted the observations and recommendations made by the Audit Committee.
2. NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.
During the year under review, one meeting of the Nomination and Remuneration Committee were held i.e. on January 21, 2025.
The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2024-25 are given below:
|
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2024-25
|
Percentage
of
attendance
|
|
Held
|
Attended
|
|
1.
|
Mr. Viralkumar
Kiritkumar
Shah
|
Chairperson, Non¬ Executive Independent Director
|
1
|
1
|
100%
|
|
2.
|
Mr. Ambar Jayantilal Patel
|
Member, Non- Execut i ve Independent Director
|
1
|
1
|
100%
|
|
3.
|
Mrs. Riddhi Shah
|
Member, Non- Execut i ve Director
|
1
|
1
|
100%
|
The Company Secretary of the Company acts as Secretary of the Committee.
3. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Act.
During the year under review, one meeting of the Corporate Social Responsibility Committee were held i.e. on March 11, 2025.
The details of the Corporate Social Responsibility Committee meetings attended by its members during FY 2024-25 are given below:
|
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2024-25
|
Percentage
of
attendance
|
|
Held
|
Attended
|
|
1.
|
Mr. Viralkumar Kiritkumar Shah
|
Chairperson,
N on-Executive
Independent
Director
|
1
|
1
|
100%
|
|
2.
|
Mr. Pareshkumar
Subodhchandra
Shah
|
Member, Executive Di rector
|
1
|
1
|
100%
|
|
3.
|
Mrs. Riddhi Shah
|
Mem ber, N on-
Executive
Director
|
1
|
1
|
100%
|
The Company Secretary of the Company acts as Secretary of the Committee.
4. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.
During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on February 04 2025.
The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2024-25 are given below:
|
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2024-25
|
Percentage
of
attendance
|
|
Held
|
Attended
|
|
1.
|
Mr. Viralkumar
Kiritkumar
Shah
|
Chairperson, Non¬ Executive Independent Director
|
1
|
1
|
100%
|
|
2.
|
Mr. Ambar Jayantilal Patel
|
Member, Non- Execut i ve Independent Director
|
1
|
1
|
100%
|
|
3.
|
Mrs. Riddhi Shah
|
Member, Non- execut i ve Director
|
1
|
1
|
100%
|
The Company Secretary of the Company acts as Secretary of the Committee.
During the year under review, the Company has not received any investor complaints from its shareholders.
CORPORATE GOVERANCE
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.
EXTRA-ORDINARY GENERAL MEETING
During the year under review, your company has 3 (Three) conducted Extra-Ordinary General Meeting ('EOGM') of the members of the Company.
The following meetings of the Members were held during the financial year ended March 31, 2025:
|
Sr.
No.
|
Date of Extra Ordinary General Meeting
|
|
|
Number of Members Entitled to Attended
|
Number of Members Attended
|
% of total shareholding
|
|
1.
|
20/07/2024
|
7
|
7
|
100
|
|
2.
|
24/07/2024
|
7
|
7
|
100
|
|
3.
|
31/07/2024
|
7
|
7
|
100
|
POSTAL BALLOT
During the financial year ended March 31, 2025, there are no special resolution was required to be put through postal ballot.
DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014
Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.
ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT - 7 for the Financial Year ended March 31, 2025, will be available on the Company's website at www.neptunepetrochemicals.com
AUDITORS:
• STATUTORY AUDITOR
M/s. Piyush J. Shah & Co, Chartered Accountants (Firm Registration No. 121172W) resigned as Statutory Auditor of the Company w.e.f. 11th July, 2025.
In pursuance of the recommendation received from Audit Committee of the Company, the Board has approved appointment of M/s. M A A K & Associates., Chartered Accountants (FRN: 135024W), Ahmedabad as the Statutory Auditors of the Company under the casual vacancy of the company and the same Auditor will further reappointed for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be held in calendar year 2030 subject to approval of members at the ensuing AGM.
As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
The Notes to the financial statements referred in the Auditors' Report are self¬ explanatory. The Auditors' Report is enclosed with the financial statements forming
part of this Annual Report.
• SECRETARIAL AUDITOR
The Board of Directors in their meeting held on August 14, 2025, had appointed Mr. Nayan P. Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. P. No. 23912) Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2024-25 as per Section 204 of the Act, and rules made thereunder.
The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure - C and forms part of this report. The Secretarial Audit Report does not contain qualifications, reservations, adverse remarks or disclaimer.
• INTERNAL AUDITOR
Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the Audit Committee of the Company, the Board of Directors has approved the appointment of M/s Ashish Sheth & Associates, Chartered Accountants, Ahmedabad, having Firm Registration Number 146184W as the Internal Auditors of the Company for the Financial Year 2024-25.
The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a periodic basis. The scope of internal audit is approved by the Audit Committee.
DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:
Company has made and maintained such accounts and Cost records as required under section 148 of the Act. Also, The Board of Directors has appointed M/s. Priyank Patel & Associates as a Cost Auditor (having FRN: 103676) to carry out the Audit of the records made and maintained by the company for the financial year commencing on 01/04/2024 to 31/03/2025.
REPORTING OF FRAUD
In line with the provisions of Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended notifications/ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
Internal governance structures, which offer checks and balances, have been formally established by your company and include policies, procedures, and guidelines. Internal controls have been maintained by the company in a proper and sufficient manner. In terms of the efficacy and effectiveness of operations, the trustworthiness of financial controls, and adherence to relevant laws and regulations, the system is intended to offer a reasonable level of assurance. When it comes to making financial decisions, the organization is well- structured, and the policy guidelines are clearly defined and well-documented. The overall control mechanism for ensuring that the necessary information related to all operations is reported and is accurate includes structured management information and reporting systems as well as an extensive budgetary control process for all major operational activities.
In order to promote an independent mindset, the company has hired a group of qualified professionals known as internal auditors. These auditors receive proper support from the finance department and carry out operational and system audits in accordance with an audit plan that has been approved by the Audit Committee. As part of their duties, internal auditors evaluate and assess the sufficiency and effectiveness of internal control measures as well as their adherence to policies, plans, and legal requirements. At Audit Committee meetings, the internal audit reports are examined, and management starts taking appropriate action on the recommendations. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.
DEPOSITS
During the year under review, The Company has not accepted any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2025, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.
RELATED PARTY TRANSACTIONS
All Related Party transactions entered by the Company during the financial year 2024-25 with related parties were in compliance with applicable provisions of the Act and the Policy on Related Party Transactions and were entered with the approval of Audit Committee and Board, as and when applicable. All the related party transactions were entered into during the financial year were on arm's length basis. The Related Party Transaction policy is placed on the Company's website i.e. www.neptunepetrochemicals.com. There are no materially significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2024-25 and hence does not form part of this report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report. After the closure of financial year, Company has listed its securities to the National Stock Exchange Limited on 04/06/2025.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
During the year under review, there are no significant and material orders passed by the regulators/courts or tribunals that could impact the going concern status and operations of the Company in future.
CORPORATE SOCIAL RESPONSIBILITY ('CSR')
The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at www.neptunepetrochemicals.com.
The Average Net Profits of the Company for the last three financial years is Rs. 1437.23 Lakhs and accordingly the prescribed CSR expenditure during the financial year 2024-25 was Rs.28.74 Lakh. (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Company had undertaken to spend an amount of Rs. 28.82 Lakhs during the financial year 2024-25 against the mandatory requirement of Rs. 28.74 Lakhs Hence there is no shortfall in the CSR Expenditure.
The Annual Report on CSR activities is annexed as "Annexure-A" to this Report.
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Policy was developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws. The Company's policy on Directors' appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.neptunepetrochemicals.com.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations, at a separate Board meeting, the performance of the Board, its committee(s), and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors were satisfied with the evaluation results, which reflected the overall commitment and sense of duty
In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
PROHIBITION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. The Code covers
Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
RISK MANAGEMENT
The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identified the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding / received from any employee during the financial year 2024-25 and hence, no complaint is pending as on March 31, 2025 for redressal.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with the provision of Section 177 of the Act read with Regulation 22 of the Listing Regulations, your company has implemented a whistleblower policy and created the necessary vigil mechanism for directors and employees to enable the reporting of sincere concerns about improper or unethical behavior without fear of vengeance.
Your company's vigil mechanism offers sufficient protections against victimization of directors and employees who use it, as well as, in exceptional circumstances, direct access to the chairman of the audit committee. Access to the Chairperson of the Audit Committee has never been denied to anyone. The vigil mechanism / whistle blower policy is available on the Company's website of your company i.e. at www.neptunepetrochemicals.com.
During the year under review, no complaint was received from a whistleblower.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Your Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.
WEBSITE
In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.neptunepetrochemicals.com. The website serves as a comprehensive source of basic information about our company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure - B to this Report.
GREEN INITIATIVES
The Notice of the AGM and the Annual Report 2024-25 is being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2024-2025 will also be accessible at the website of the Company i.e. www.neptunepetrochemicals.com.
CAUTIONARY STATEMENT
The annual report including those which relate to the directors' report, management discussion and analysis report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.
The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Company.
For & on behalf of the Board of Directors Neptune Petrochemicals Limited
Sd/- Sd/-
Date: September 01, 2025 Pareshkumar S. Shah Sanjaykumar S. shah
Place: Ahmedabad Managing Director Whole-Time Director
DIN:03217789 DIN:00018115
Registered Office:
Block-B, Office No. 606, Mondeal Heights Nr. Panchratna Party Plot, S. G. Highway,
Ahmedabad, Gujarat, India, 380015
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