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To,
Dear Shareholders,
Your directors have pleasure in presenting 20 th (Twenty) Annual Report together with
the
Audited Financial Statements of the Company for the Financial Year ( " FY " )
ended on 31 st March, 2025.
FINANCIAL RESULTS:
( Rs. in Lakhs)
| PARTICULARS |
Year Ended on |
Year Ended on |
|
31 st March, 2025 |
31 st March, 2024 |
| Revenue from Operations |
9817.16 |
10528.34 |
| Other Income |
274.12 |
209.68 |
| Total Revenue |
10091.28 |
10738.02 |
| Total Expenses |
9310.65 |
9917.56 |
| Profit/(Loss) before tax |
780.63 |
820.46 |
| Profit After Tax |
519.92 |
711.60 |
STATE OF COMPANY ' S AFFAIRS:
During the year under review, the Revenue from Operation of the Company decreased from
Rs. 10528.34 Lakhs to Rs.9817.16 Lakhs due to variation in raw material price fluctuation.
Pursuant to the decrease in sales of the Company the profit of the Company decreased from
Rs. 711.60 lakhs to Rs.519.92 lakhs.
The Financial Statements as stated above are available on the website of the Company at
www.deeppoly.com .
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
DIVIDEND:
The Board of Directors of your company has decided that it would be prudent, not to
recommend any Dividend for the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Other than as stated elsewhere in this report, there were no material changes and
commitments affecting the financial position of the Company, which occurred between the
end of the financial year to which this financial statement relates on the date of this
Integrated Annual Report.
ISSUE OF EQUITY SHARES
During the year under review, the Company has does not issued any Equity shares.
AMENDMENT IN MEMORANDUM AND ARTICLES OF THE COMPANY
During the year under review, there is no change in Memorandum and Articles of the
Company.
AMOUNT TO BE TRANSFERRED TO RESERVES:
During the financial year, no amount was proposed to transfer to the Reserves account.
DEPOSITS:
During the financial year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
FINANCE:
To meet the funds requirement of working / operational capital your Company has availed
financial facilities from banks /, the details of which forms part of Notes to this
Financial Statement.
CREDIT RATING:
The provisions related to Credit Rating does not applicable to the Company.
DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES
Your Company does not have any holding, subsidiary or any joint venture. The Company
has one associate Company named as Deep Additives Limited. The details regarding the same
is enclosed in Form AOC-1 as Annexure A.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company on 31 st March, 2025 is as
under: i) Directors to retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company, Mrs. Ashaben Rameshbhai Patel (DIN: 01310745),
Executive Director of the Company, retire by rotation at the ensuing Annual General
Meeting and being eligible have offered herself for re- appointment.
The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General Meeting.
ii) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions
of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued
thereunder as well as Regulation 16 of the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
iii) Key Managerial Personnel (KMP):
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules
framed there under, the following executives have been designated as Key Managerial
Personnel (KMP) of the Company.
| 1. Mr. Rameshbhai Bhimjibhai Patel |
Managing Director |
| 2. Mr. Debsankar Das |
Chief Finance Officer |
| 3. Ms. Megha Jain |
-- Company Secretary |
There are no change in the Key Managerial Personnel of the Company during the financial
year ended 31 st March, 2025.
MEETINGS OF THE BOARD:
During the year, 5 (Five) Board meetings were convened and held on 30.05.2024,
14.08.2024, 03.09.2024, 14.11.2024 & 13.02.2025 respectively , in respect of
which meetings proper notices were given and the proceedings were properly recorded and
signed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made
there under, including any enactment or re-enactment thereon, the Directors hereby confirm
that:
a) In the preparation of the Annual Accounts for the year ended on 31 st March, 2025,
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 31 st March, 2025 and of the Profit of
the Company for the period ended on 31 st March, 2025.
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down Internal Financial Controls ( ' IFC ' ) and that such
Internal
Financial Controls are adequate and were operating effectively.
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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has conducted familiarization programme for Independent Directors during
the year. The details of the same are given in the Corporate Governance Report and also
posted on the website of the Company at www.deeppoly.com .
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance and that of
its statutory committee ' s Viz., Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and Corporate Social Responsibility Committee and
also of the Individual Directors. A structured questionnaire was prepared after taking
into consideration inputs received from the Directors, covering various aspects of the
Board ' s functioning such as adequacy of the composition of the Board and its Committees,
Board culture, execution and performance of specific duties, obligations and governance. A
separate exercise was carried out to evaluate the performance of Directors on parameters
such as level of engagement and contribution, independence of judgment safeguarding the
interest of the Company and its minority shareholders etc. The entire Board carried out
the performance evaluation of the Independent Directors and also reviewed the performance
of the Secretarial Department. As required under the provisions of the Act and the Listing
Regulations, a separate meeting of the Independent Directors of the Company was held on 13
th February, 2025 to evaluate the performance of the Chairman, Non- Independent Directors
and the Board as a whole and also to assess the quality, quantity and timeliness of flow
of information between the management of the Company and the Board.
The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. A brief detail of the policy is given in the Corporate Governance Report and
also posted on the website of the Company at www.deeppoly.com .
Non-Executive Directors are paid sitting fees for attending each meeting of the Board
and/or Committee of the Board, approved by the Board of Directors within the overall
ceilings prescribed under the Act and Rules framed thereunder.
All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are
paid remuneration as mutually agreed between the Company and the Executive Directors
within the overall limits prescribed under the Companies Act, 2013.
In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:
The remuneration is divided into two components viz. fixed component comprising
salaries, perquisites and retirement benefits and a variable component comprising
performance bonus;
The remuneration including annual increment and performance bonus is decided based on
the criticality of the roles and responsibilities, the Company ' s performance
vis-? -vis the annual budget achievement, individual ' s performance
vis-? -vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry
benchmark and current compensation trends in the market.
COMMITTEES:
The composition of committees constituted by Board along with changes, if any, forms
part of the Corporate Governance Report, which forms part of this Annual report.
I. Audit Committee:
The Company has constituted an Audit Committee in terms of the requirements of the Act
and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the
Corporate Governance Report.
II. Stakeholders Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee in terms of the
requirements of the Act and Regulation 20 of the Listing Regulations. The details of the
same are disclosed in the Corporate Governance Report.
III. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Act and Regulation 19 of the Listing Regulations. The details of the
same are disclosed in the Corporate Governance Report.
IV. Risk Management Committee:
The Company has not constituted a Risk Management Committee in terms of the
requirements of Regulation 21 of the Listing Regulations as the said provisions are not
applicable to the Company.
V. Corporate Social Responsibility Committee:
As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has
constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate
Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in
the Corporate Governance Report. The details of the same is enclosed as Annexure B .
AUDITORS AND AUDITORS ' REPORT:
Statutory Auditors :
M/s. S.N. SHAH & ASSOCIATES, (ICAI Firm Registration No. 0109782W) have been
appointed as the Statutory Auditors of the Company for a First term of five years from the
conclusion of 18 th Annual General Meeting held in 2023 to the conclusion of 23 rd Annual
General Meeting of the Company to be held in 2028. M/s. S.N. SHAH & ASSOCIATES have
confirmed their eligibility and qualification required under Section 139, 141 and other
applicable provisions of the Companies Act, 2013 and rules made thereunder (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). As
required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
The Notes to the Financial Statements referred in the Auditors ' Report are self-
explanatory.
Statutory Auditor Qualifications:
Qualification:
1. The Current Financial Assets: Trade Receivables reported in the financial results
include trade receivable of Rs. 316.72 Lacs outstanding in respect of which the company
has initiated legal procedure for recovery. The company has considered these outstanding
trade receivables as good for recovery at the value at which they have been stated in the
financial results. In our opinion, the necessary provision for doubtful debts should have
been made by the company. Non-provision of such doubtful debts of Rs. 316.72 Lacs has
resulted in an overstatement of profit and an overstatement of the outstanding balance of
current trade receivables and shareholder ' s fund by Rs. 316.72 Lacs.
Management Response : The company has taken appropriate measures for recovery
from respective parties and taken legal recourse. However, no amount could be recovered
from the party. Considering the efforts made for recovery and legal action taken the
management is hopeful of recovery in coming financial year. However if it becomes
reasonably certain that it is not possible to recover from the partics then management
will consider to make appropriate provision for doubtful debt or may write off as bed
debts.
2. The monetary items denominated in foreign currencies outstanding as at the end of
the reporting period, have not been restated by the company at the exchange rates
prevailing as at the end of the reporting period in accordance with Ind-AS-21 " The
Effects of Changes in Foreign Exchange Rates. Non-restatement of foreign currencies
denominated financial items have resulted into overstatement/understatement of respective
foreign currency denominated financial items as at the end of the financial year and
consequent profits for the year and accumulated balances of profits as at the end of the
financial year.
Management Response: The net effect of restatement of foreign currency denominated
assets and liabilities as at the end of the year was not material enough to have
significant effect on profitability for the year and net worth of the company as at the
end of the year. And hence management deemed it appropriate not to restate outstanding
balance of foreign currency denominated assets and liabilities. However, the management
has considered non-compliance and will take appropriate action in the coming year to
restate foreign currency denominated assets and liabilities in compliance with Ind-AS-21.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company had engaged the services of M/s. Utkarsh Shah & Co. (Membership No.F12526,
COP: 26241) , a firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company for the financial year ended 31 st March, 2025. The Secretarial Audit
Report in Form No. MR - 3 for the financial year ended 31 st March, 2025 is annexed
to this report as ' Annexure - C ' .
Internal Auditor
The Internal Auditor has carried out the periodic internal audit as per the Scope Work.
Frauds Reported by Auditors
During the year under review, no instance of fraud in the Company was reported by the
Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in its place adequate Internal Financial Controls with reference to
Financial Statements. During the year, such controls were tested and no reportable
material weakness in the design or operation of Internal Finance Control System was
observed.
For all amendments to Accounting Standards and the new standards notified, the Company
carries out a detailed analysis and presents the impact on accounting policies, financial
results including revised disclosures to the Audit Committee. The approach and changes in
policies are also validated by the Statutory Auditors.
Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted
by the Internal Auditors. Internal Audit observations and corrective action taken by the
Management were presented to the Audit Committee. The status of implementation of the
recommendations were reviewed by the Audit Committee on a regular basis and concerns if
any were reported to the Board.
As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have
expressed their views on the adequacy of Internal Financial Control in their Audit Report.
RELATED PARTY TRANSACTIONS (RPT):
All Related Party Transactions entered during the financial year were on an Arm ' s
Length
Basis and were in the ordinary course of business. The Company has not entered in to
materially related party transactions i.e., exceeding 10% or more of the turnover of the
Company with related parties, which may have a potential conflict with the interest of the
Company at large. Hence, no transactions are required to be reported in Form AOC-2.
During the year, all Related Party Transactions were placed before the Audit Committee
and the Board for approval. The Company, whenever required, has obtained approval of the
Shareholders of the Company before entering into Materially Related Party Transactions.
As required under Regulation 23 of the Listing Regulations, the Company has framed a
Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions which is available on the website of the Company at www.deeppoly.com.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy ( " Policy
" ) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation
22 of the LODR requirements. The Policy is applicable to all Directors and Employees of
the Company. The Policy is to deal with instance of unethical behaviour, actual or
suspected fraud or violation of Company ' s code of conduct, if any. The said Policy is
available on the website of the Company at www.deeppoly.com .
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your
Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act
which is responsible for redressal of complaints relating to sexual harassment against
woman at workplace. The Sexual Harassment of Women Policy formed is available on the
website of the Company at www.deeppoly.com .
During the year, no complaint was lodged with the ICC nor any such instance was
reported and the management was happy to take the same on record.
PARTICULARS OF EMPLOYEES:
Details of remuneration of Directors, KMPs and employees as per Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this report as
' Annexure D ' . However, as per the provisions of Section 136 of the Companies
Act,
2013, the Annual Report is being sent to the Members and others entitled thereto,
excluding the information on employees ' remuneration particulars as required under Rule 5
(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The disclosure is available for inspection by the Members at the Registered
Office of your Company during business hours on all working days (except Saturday) of the
Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy
thereof, may write to the Company Secretary of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as '
Annexure - E ' .
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status of the Company and its future operations.
CORPORATE GOVERNANCE:
The Report on Corporate Governance for F.Y. 2025, as per Regulation 34(3) read with
Schedule V of the Listing Regulations along with the Certificate from Practicing Company
Secretary confirming the compliance with the conditions of Corporate Governance forms part
of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
As per Clause 34(2)(e) of the Listing Regulations, a detailed report on the Management
Discussion and Analysis forms part of this Annual Report .
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual
Return as on 31 st March, 2025 of the Company is available on Company ' s website and can
be accessed, at www.deeppoly.com .
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report does not applicable to the Company.
INSURANCE
The Company ' s Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability
and Public Liability Policy and Commercial General Liability (CGL). The Company covers the
properties on full sum insured basis on replacement value. The scope of coverage,
insurance premiums, policy limits and deductibles are in line with the size of the Company
and its nature of business.
ENVIRONMENT:
As a responsible corporate citizen and as a Chemicals manufacturer environmental safety
has been one of the key concerns of the Company. It is the constant endeavor of the
Company to strive for compliant of stipulated pollution control norms.
INDUSTRIAL RELATIONS:
The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.
OTHER DISCLOSURES AND INFORMATION:
(A) Secretarial Standards:
During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2).
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act.
(B) Annual Listing Fee:
The Company has paid listing fees to BSE Limited.
(C) No One Time Settlement:
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. Customers,
Members, Dealers, Vendors, Banks and other business partners for the excellent support
received from them during the year. The Directors place on record unstinted commitment and
continued contribution of the Employee to the Company.
|
For and on behalf of the Board |
|
DEEP POLYMERS LIMITED |
|
Rameshbhai Patel |
|
Chairman and Managing Director |
|
(DIN: 01718102) |
| Date: 01.09.2025 |
|
| Place: Gandhinagar |
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