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TECHNICHEM ORGANICS LTD.

21 January 2025 | 04:01

Industry >> Chemicals - Others

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ISIN No INE0ZHT01012 BSE Code / NSE Code 544327 / TECHNICHEM Book Value (Rs.) 14.79 Face Value 10.00
Bookclosure 52Week High 66 EPS 2.73 P/E 26.54
Market Cap. 125.39 Cr. 52Week Low 54 P/BV / Div Yield (%) 4.90 / 0.00 Market Lot 2,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors present the 28"’ Annual Report together with the Audited Financial Statements for the I martial Year 2023-24 ended on 31 Ý' March. 2024

I. FINANC IAL RESULT:

(Ks in Lakh)

Particulars

2023-24

2022-23

Protit before Interest & Depreciation

996,97

507.29

Less: Interest

196,46

122.96

Less: Depreciation

169.65

140.71

Protit before Taxation

630.86

243.62

Less: Provision for Taxation - Current Tax

160.00

18.50

- Earlier Year Provision

0.04

(224)

- Deterred Tax

32.62

4967

Net Profit for the year after Taxation

438.20

177.69

Add' Profit brought forward from Previous Year

1077.44

899 75

Profit Carried to Balance Sheet

1515.64

1077.44

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1“ April, 2024 and date of this report.

2. OPERATIONS:

During the period under review, the Company has achieved turnover of Rs. 4,63 V lakh compared to Rs. 5036 lakh during previous year i.c 2022-23 The Company has recorded Profit before lax of Rs.63| lakh as compared to Rs. 244 lakh during the year 2022-23 showing an increase of 159 %. The Net Protit of the Company stood at Rs. 438 lakh during the year under review as compared to Rs. 178 lakh during 2022-23 recording an increase of 146 %.

3. DIVIDEND:

With a view to conserve the resources for the working capital requirements, your Directors have not recommended any dividend on Equity Shares of the Company.

4. RESERVES:

Your Company does not propose to transfer any amount to General Reserves. The General resen cs as on 31“ march, 2024 stood at Rs. 1516 lakh.

5. CAPITAL STRl CTURE - INCREASE IN AUTHORISED SHARE CAPITAL BONUS ISSUE: There are no changes in the capital structure of the Company during the period under review.

The following changes have been effected during closure of Financial year and date of this report (A) INCREASE IN AUTHORISED CAPITAL:

I hc Authorised Share Capital of the Company as on 31" March. 2024 stood at Rs. 3.00.00.000.-. The issued, subscribed, and paid-up Share Capital of live Company as on 31" March. 2024 stood at Rs. 2.54.62.500-

Thc Authorised Equity Share Capital of the Company has been increased from Rs. 3.00,00.000 - to Rs. 18.00.00,000 '- divided into 1.80.00,000 Equity of Rs. 10 - each by obtaining approval of members at the Extra Ordinary General Meeting held on I S'11 April. 2024 alter complying with the provisions under the Companies Act. 2013.

<B| BONUS ISSUE:

Upon the recommendation of the Board and approval of The members, the Company allotted 1.01.85.000 Bonus Lquity Shares of Rs.10/- each on IS* April. 2024 to the existing shareholders in the proportion ol'4 (four) new Equity Shares of Rs, 10 each against existing I (One) Equity Share of Rs. I O' each held by them after complying with the provisions under the Companies Act, 2013

As on date, post Bonus Issue, the paid-up Equity Share Capital of the Company stood at Rs 12,73.12.500/-divided into 1,27.31.250 Equity Share of Rs. 10-each

6. CONVERSION OK COMPANY INTO PUBLIC COMPANY :

The Company has obtained approval of members ut the Extra Ordinary General Meeting held on 30m April, 2024 for conversion of the Company into Public Company and necessary application is being made to Central Government (Regional Director) for necessary approval.

7. ADOPTION OF NEW SET OF AR I ICLES OK ASSOCIA MON:

The Company has obtained approval of members at the Extra Ordinary General Meeting held on 30* April. 2024 lor adoption of new set of Articles ot Association to be in conformity with the prov isions of the Act relating to a Public Limited Company atter complying necessary provisions of the Companies Act, 2013.

8. RAISING OF FUNDS BY THE COMPANY BY WAY OF IPO:

The management of the Company is planning to raise funds by way of Initial Public Offer (IPO) and get its shares listed on SME exchange Necessary planning is being earned out and necessary approvals will be obtained in this regard in near future.

4. AGREEMENT BETWEEN THE COMPANY AND MERCHANT BANKER:

The Board of Directors have identified the Merchant Banker viz. Shrcni Shares Limited. Mumbai to avail Merchant Bunking services as well guidance relating to IPO Share Market. The Company has entered into agreement with Shreni Shares Limited. Mumbai in connection w ith raising of funds vide SME IPO

10. APPOINTMENT OF RTA OF THE COMPANY:

In view of the requirements of the Companies Act Depositories Act, the Company has appointed M's. Bigshare Services Private Limited. Mumbai as the Registrar & I ransfer Agent (RTA) of the Company so as to facilitated Dcmatcrialisation ol the present Equity Shares ofthc Company as well as issue allotment of shares through proposed IPO.

U. DIRECTORS:

III None of the Directors is liable to retire by rotation in terms of the Articles of Association of the Company.

11.2 The Board of Directors duly mei 5 times on 28'" April. 2023; 20"’ July. 2023; 1“ September. 2023; 14U December, 2023; and 17'*' February. 2024 during the financial year under review

11.3 DIRECTORS’ RESPONSIBILITY STATEMENI:

Pursuant to the requirement of Section 134 of the Companies Act 2013. it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

fit) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so os to give a true and fait view olTItc state of affairs of the Company at 31u March, 204. being end of the financial year 2023-2-4 and of Ihe Profit of the Company for the year;

I iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting

records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and lor preventing and detecting fraud and other irregularities;

(tv) that tile Directors had prepared the annual accounts on a going concern basis.

(v) 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.

1Z.CHANGF. IN TIIE NATURE OF BUSINESS:

There is no change in the nature of the business compared to the previous year

13. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection ol frauds and errors, accuracy and complelcness of the accounting records and the timely preparation of reliable financial disclosures.

14. CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN KX( IIANGE EARNINGS AND OUTGO:

The information required under Section !34(3)(m) of the Companies Act. 2013 and rule 8(3) ol Companies (Accounts) Rules, 2014, relating to the conservation ofEnergv and Technology Absorption are as under:

(A) ENERGY CO.NSKKV A I ION MEASURES TAKEN:

The Company believes thut energy prov ides the means for economic growth as well as social and political development. Hence, it is important to conserve and use energy judiciously. I he Company has taken several initiatives to reduce energy consumption, during the year under review.

(B) TECHNOLOGY ABSORPTION:

I'he Company has ail ongoing program (or up gradation of existing products, improvement in manufacturing processes, reduction in product costs and increase in y ield of prime intermediate ' finished products. Company continued its experiment with process routes,

(Cl FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. In Lahhl:

(a) Foreign Exchange Homings: Current Year Rs, 1764.19

Previous Year: Rs. 2003.46

(b) Foreign Exchange Outgo: Current Year Rs. 5IS.66

Previous Year: Rs. 651.52

15. PERSONNEL AND II. H. 0.:

15.1 INDUSTRIAL RELATIONS:

I'he industrial relations continued to remain cordial and peaceful.

15.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

16. RELATED PARTY TRANSACTION AND DETAILS OF LOANS. GUARANTEES, INVESTMENTS A SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans. Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the financial Statements attached to the Directors’ Report.

All transact ions entered by the Company during the financial year with related parties w ere in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any transactions w ith related parties which could be considered as material in accordance with the policy ul the Company on materiality of related party transactions

17. EXTRACT OF ANNUAL RETURN:

Pursuant to substitution made in Section *>2(3) of the Companies Act, 2013 vide the Companies (Amendment) Act, 2017; the requirement of including an extract of the annual return in the Board's report has been omitted

18. GENERAL:

18.1 STATUTORY AUDITORS.

At the 24rtl Annual General Meeting held on 3111 December, 2020, M s. Devpura Navlakha & Co.. Chartered Accountants. Ahmedabad (Firm Registration No. I21975W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of 29"' Annual General Meeting to be held in the year 2025

The notes on Accounts and remarks of Auditors if any are self-explanatory and have been explained in Notes on Accounts.

18.2 INSURANCE:

The properties such as plant, machineries, furniture, fixtures, computers, stock etc. remained to he adequately insured during the year under review.

18.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits. 18 4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to lime, is reviewed by the Board ol Directors I he Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures.

18 5 STATEMENT ON SUBSIDIARIES/ ASSOCIATES JVs:

I he Company does not have any Subsidiaries Associates Companies JVs.

18 6 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURI S (JR TRIBUNALS:

There has heen no significant and material order passed by any regulators or courts or tribunals, impacting the going concent status of the Company and its future operations.

18.7 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations I he Company's policy requires conduct of operations in such a manner, so as to ensure safety u! all concerned, compliances of environmental regulations and preservation of natural resources.

18 8 INSTANCE OF fRAUD. IF ANY. REPORTED BY IHE AUDITORS:

There have been no instances of fraud reported b\ the Auditors under Section I43( 12) of the Companies Act. 2013.

19. SEXUAL HARASSMENT OK WOMEN AT WORKPLACE (PREVEN I ION. PKOIIIB! I ION AND REDRESSAL) ACT. 2013: -

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prev ention. Prohibition and Redressal) Act 2013 and the Rules thereunder. During the year, the Company docs not Have received any material case or complaint of sexual harassment.

20. DET AILS OF PROCEEDINGS UNDER IBC £ OTS. IF ANY:

rhere is no proceeding pending under the Insolvency and Bankruptcy Code. 2016. Further, there was no instance of one lime settlement with any Bank or Financial Institution.

21. SECRETARIAL STANDARDS:

I he Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which arc mandatorily applicable to the Company.

22. DECLARATION FROM DIRECTORS:

With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out or funds acquired by them by borrow me or accepting loans or deposits from others.

23. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

I he Company lias maintained cost records as specified by the Central Government under sub-section (I) of section 148 of the Companies Act. 2013.

24. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act. 2013. 'Hie significant accounting policies which are consistently applied arc set out in the Notes to the Financial Statements.

25. DISCLOSURES:

I he Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management that may have any potential conflict with the interest of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under review, the provisions under section 135 in respect of CSR are not applicable to the Company.

27. ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the shareholders, Customers, l.mploy ees. Suppliers. Professionals, and Bankers to the Company for their Co-operation and contribution in the affairs of the Company.