Directors Report of Chemtech Industrial Valves Ltd.

Mar 31, 2024

Your Directors are pleased to present the 28th Annual Report of the Company together with Audited Statement of Accounts and the Auditor’s Report for the Financial Year ended 31st March, 2024. The summarized financial results for the Financial Year are as under:

1. Financial Results:

The Financial performance of your Company for the year under review is summarized below:

Particulars	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Revenue from Operations	31,37,94,013	20,42,00,734
Other Income	38,59,762	99,08,990
Total Income	31,76,53,776	21,41,09,724
Less: Depreciation/ Amortization/ Impairment	94,44,789	97,71,695
Profit /loss before Finance Costs, Exceptional items and Tax Expense	30,82,08,987	20,43,38,029
Less: Finance Costs	1,02,95,653	1,13,28,557
Less: Other Operating & NonOperating Expenses	25,62,19,736	16,52,34,607
Profit /loss before Exceptional items and Tax Expense	4,16,93,597	2,77,74,864 75

Add/(less): Exceptional items	0	0
Profit /loss before Tax Expense	4,16,93,597	2,77,74,864
Less: Tax Expense: Current Tax Deferred Tax	0	0
	1,44,266	(1,18,657)
Profit /loss for the year (1)	4,15,49,332	2,78,93,521
Total Comprehensive Income/loss (2)	0	0
Total (1 2)	4,15,49,332	2,78,93,521
Balance of profit /loss for earlier years	(3,33,98,014)	(6,12,91,535)

2. Review Of Operations & Performance

The Standalone Gross Revenue from operations for FY 2023-2024 was Rs. 31,37,94,013/- as against Rs.20,42,00,734 /- in the previous year 2022-2023 which shows the increase in Revenue by 53.67%. The Company earned a Profit of Rs. 4,15,49,332/- for FY 2023-24 as against a profit of Rs.2,78,93,521/- reported in the previous year 2022-2023 which shows the increase in profitability by 48.96%.

3. Transfer to Reserves

During the Financial Year 2023-24, the Company has transferred Rs. 2,78,93,521 to General Reserve under the head of Reserve and Surplus Account.

4. Dividend

During the year under review, the Board of Directors of the Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the Financial Year 2023-2024.

5. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. Change in the Nature of Business, if any

During the Financial Year 2023-2024, the Company has not entered into any new business. Hence, the nature of business remained the same.

7. Deposit

The Company has not accepted or renewed any amount falling within the provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with Chapter V of the Act is not applicable.

However, the Company has taken Secured as well as Unsecured Loans from Banks which are considered as exempt deposits under Sub-clause (iii) of Clause (c) under Subrule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014.

Further, the Company has accepted advances from Customers which are considered as exempt deposits under Sub-clause (xii) (a) of Clause (c) under Sub-rule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014.

Further, the Company had made a preferential issue of Compulsorily Convertible Warrants for which it had received 25% subscription which is considered as exempt deposits under Sub-clause (vii) (a) of Clause (c) under Sub-rule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014.

8. Share Capital Structure

Authorised Share Capital

During the year under review, the Authorised Share capital of the Company was increased from the existing Rs.12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs.10/- each to Rs.16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakhs Only) Equity Shares of Rs.10/- each

Paid-up Share Capital

The Paid-Up Equity Share Capital as at March 31, 2024 stood at Rs.14,63,73,330/-(Rupees Fourteen Crores Sixty Three Lakhs Seventy Three Thousand Three Hundred Thirty Only) divided into 1,46,37,333 (One Crore Forty Six Lakhs Thirty Seven Thousand Three Hundred Thirty Three Only) Equity Shares of Rs.10/- each fully paid

up. 78

Pursuant to the approval of the Board of Directors in its meeting held on 15th January, 2024 along with the approval of the Shareholders at the Extra Ordinary General Meeting held on 13th February, 2024 and pursuant to the In-Principle Approval granted by the BSE vide its respective letter dated 15th February, 2024 and on receipt of an aggregate amount of Rs.18,70,00,000 (Rupees Eighteen Crores Seventy Lakhs Only), the Board of Directors along with the approval of the Audit Committee has approved the Preferential Allotment of 31,50,000 (Thirty one lakhs Fifty Thousand Only) Equity Shares of Rs.55 (Rupees Fifty Five Only) each and 10,00,000 (Ten Lakhs Only ) Compulsorily Convertible Warrants of Rs.55 (Rupees Fifty Five Only) each to NonPromoter Person/entities.

The Allotment of the Shares was made on 20th February, 2024.

The Equity Shares issued by the Company are Fully Paid Equity Shares whereas the Compulsorily Convertible Warrants are partly paid and would be converted into Equity Shares after 18 months on the payment of the remaining amount.

As on March 31, 2024, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

9. Material Changes and Commitments affecting Financial Position between the end of the Financial Year and date of the report

Following material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report and their impact on financial position of the company is not determinable.

1) M/s. CHEMTECH INDUSTRIAL VALVES LTD (CIVL) has successfully Manufactured & Supplied DN 2700 MM GOGGLE Valves to a Leading Integrated Steel Plant in South India.

2) M/s. CHEMTECH INDUSTRIAL VALVES LTD (CIVL) has successfully manufactured & supplied DN 2400 MM GOGGLE Valve to a Leading Copper Plant in India.

3) 2nd Quantity Of DN 2400 MM Goggle Valve for Horizontal Pipeline supplied by M/s. CHEMTECH INDUSTRIAL VALVES LTD, to a Leading Copper Plant in India.

10. Subsidiary/Joint Ventures/Associate Company

Your Company does not have any Subsidiary, Joint Venture or any Associate Company.

11. Annual Return

The copy of Annual Return as required under Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, in Form MGT-7 for the Financial Year 2023-24 shall be made available on Company’s website www.chemtechvalves.com for your kind perusal and information.

12. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements forming part of Annual Report.

13. Related Party Transactions

All related party transactions that were entered into during the Financial Year 2023-24 were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval and also before the Board for its noting and approval, which is required as per the policy on Materiality of Related Party Transaction of the Company.

Further all the necessary details of transaction as defined under Section 188 of the Companies Act, 2013 entered with the related parties as defined under Section 2 (76) of the said Act are attached herewith in Form AOC-2 (Annexure I) for your kind perusal and information. Members may also refer to Note 36 to the financial statement which sets out related party disclosures pursuant to IND AS.

14. Meetings of the Board of Directors

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation. Only in the case of special and urgent business, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting.

In certain special circumstances, meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with secretarial standards issued by the ICSI on Board meetings.

The Board met Twelve (20) times during the year. The details of meetings of Board of Directors held during the Financial Year 2023-24 are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening period between two Board meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Board of Directors and Key Managerial Personnel

The Board of Directors of the Company has various Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Change in Directors and Key Managerial Personnel

During the period under review, following were the changes in Directors and Key Managerial Personnel:

Sr. No.	Date	Name of Directors and Key Managerial Personnel	Changes
1.	25.08.2023	Mr. Niranjay Amritlal Choudhary	Mr. Niranjay Choudhary resigned from the post of Independent Director
2.	25.08.2023	Mrs. Amita Jain	Appointed as Additional Non- Executive Independent Director.

The Board places on record its sincere and deep appreciation for the services rendered by Mr. Niranjay Choudhary during their tenure.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

The Independent Directors of the Company have held one meeting during the year on July 07, 2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

18. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) SEBI (LODR)Regulations, 2015.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

19. Familiarization Program for Independent Directors

All new Independent Directors inducted into the Board attended the orientation program. The Company has conducted programs to familiarize Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters.

The Independent Directors were highly satisfied with the functioning of the Board and its various Committees and the high level of commitment and engagement.

20. Directors’ Responsibility Statement

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 2023-2024 and of the Profit & Loss of the Company for the period;

c) They have 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) They have prepared the annual accounts on a going concern basis;

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

21. Future Outlook:

Riding on high demand and improved margins, all major industry players in India are planning for capacity expansions.

While your Company is active across a number of Sectors, a major focus shall be in the Steel Sector where the Company enjoys Tremendous Goodwill given the Credentials, we have created with all Major Steel Plants in India.

Economic revival has improved the demand sentiment & given the Strong Focus of the Government of India on Infrastructure over the next decade, we foresee Huge Investments being made in various Sectors including Roads / Ports / Housing for All / Railways / Rural Electrification / Smart Cities. All these Investments will require significant Steel Plant Capacity Expansion in India.

The Company has aligned its Product Range Offering to cater to all types of Valve requirements for Steel Plants, including Critical Large Diameter Valves.

The Steel Industry is currently on a Growth Spree in line with the National Steel Mission which envisages a Steel Making Capacity in India of 300 Million Tonnes by 2023 from the Current Capacity of apx 140 Million Tonnes.

This Growth in Capacity will see fresh Investments to the tune of Rs.3 Lakh Crores over the next 5 to 7 years. Industrial Valves would represent around 1.50% of this Capex, which your Company is strongly focusing to serve.

A majority of this Capex would be undertaken by the 5 Major Integrated Steel Plant groups in India i.e. JSW Steel Ltd, Jindal Steel & Power Ltd, Steel Authority of India Ltd, Arcelor Mittal Nippon Steel India Ltd, TATA Steel Ltd. Your Company is well positioned to cater to these Plants as these are Existing Customers of our Company & hence Revenue Visibility remains strong from our Steel Plant Customers in the coming 3 to 5 years.

22. Particulars of Employees and Remuneration to Managerial Personnel

In pursuance to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details as required are provided in this Board’s Report and marked as Annexure II.

During the financial year 2023-24, no employee was in receipt of remuneration exceeding the limits as stated in Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, no disclosures of details as prescribed in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are made in Annexure II attached to the Board report.

23. Corporate Social Responsibility (CSR)

The Company doesn’t fall under the ambit of Section 135 (1) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014; hence, Corporate Social Responsibility policy is not applicable to the Company.

24. Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Listing Regulations, the Board of Directors of the Company has framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No person has been denied access to the Chairman of the Audit Committee.

During the Financial Year 2023-24, no complaints were received of any sort from any Directors and employee of the Company. Whistle Blower Policy is disclosed on the website of the Company www.chemtechvalves .com

25. Internal Financial Control and its Adequacy

The Company has in place adequate internal financial controls with reference to financial statements. 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 its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems.

26. Risk Management

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address the emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes.

27. Audit report and Auditors Audit Reports

• The Auditor’s Report for Financial Year ending on 31st March, 2024 does not contain any qualification, reservation or adverse remark. The Auditor’s report is enclosed with financial statements in this Annual report.

• The Secretarial Audit Report for Financial Year ending on 31st March, 2024 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is enclosed as Annexure III to the Board’s report.

• As required by Listing Regulations, the Auditor’s Certificate on Corporate Governance is enclosed and forms a part of this report. The auditor’s certificate for Financial Year ending on 31st March, 2024 does not contain any qualification, reservation or adverse remark except as stated in the report.

M/s. Raju & Prasad, Chartered Accountants, (Firm Registration No. 003475S), having office at 511, The Corporate Centre, Nirmal Lifestyle Mall, LBS Marg, Mulund (W), Mumbai -400 080, were re-appointed as the Statutory Auditors of the Company for a period of five consecutive years in the Annual General Meeting of the Members held on 16th August, 2022 to hold office from the conclusion of the 26^th AGM of the Company till the conclusion of 31^st AGM of the Company at a remuneration as mutually agreed upon by the Board of Directors and the Statutory Auditors.

Secretarial Auditors

M/s. Pimple & Associates, Practicing Company Secretary is re-appointed as Secretarial Auditor of the Company for Fiscal Year 2024-25, as required under section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report. The Secretarial Auditor has not expressed any qualifications in their Secretarial Audit Report for the year under review. Pursuant to regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report forms part of this Report and is uploaded on the website of the Company i.e. www.chemtechvalves.com

The Board of Directors at their meeting held on 24th May, 2024 has appointed M/s. Pimple & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company.

The Company is required to maintain the Cost Records under Section 148(1) of Companies Act, 2013 and thus the Company has maintained the Cost Records as prescribed under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company.

However the requirement of Cost Audit as prescribed under Section 148(1) is not applicable for the business activities carried out by the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors has not reported to the Audit Committee and/ or Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

28. Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

29. Conversation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

A. Conservation of energy-

i. The steps taken or impact on conservation of energy- N.A

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A

iii. The capital investment on energy conservation equipment: N.A

B. Technology absorption-

i. The efforts made towards technology absorption: None

ii. The benefits derived like product improvement, cost reduction, product development or import Substitution: None

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) The details of technology imported: None

b) The year of import: N.A

c) Whether the technology been fully absorbed: N.A

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo-

Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

30. Corporate Insolvency Resolution Process Initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

31. Failure to Implement any Corporate Action

No corporate action took place during Financial Year 2023-24 and reporting for the same with the concerned department has been completed within specified time limit.

No corporate action took place during Financial Year 2023-24 and reporting for the same with the concerned department has been completed within specified time limit.

32. Corporate Governance

Our Corporate Governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Annual Report.

33. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this Report.

34. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

35. Significant and material orders passed by the Regulators or Courts

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

36. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

Your Company believes in the potential of people to go beyond and be the gamechanging force for business transformation and success. This potential is harnessed by fostering an open and inclusive work culture that enables breakthrough performance and comprehensive development of employees through the three pillars of Leading Self, Leading Teams and Leading Business.

37. Health, Safety and Environment Protection

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.

38. Appreciation and Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

REGISTERED OFFICE: ^{FOR AND ON BEHALF OF THE} BOARD OR

503, Sunrise Business Park, Plot No. B-68,

Road No-16 Near Kisan Nagar-2, Wagle Industrial Estate, Thane- 400604

Sd/- Sd/-

Puneet Pradeep Badkur Harsh Pradeep Badkur Whole Time Director & Chairman & Managing

Place: Thane

CFO Director

Date: 14th August, 2024 DIN: 07803209 DIN: 00676715

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Mar 31, 2023

The Directors are pleased to present the 27^th Annual Report of the company together with Audited Statement of Accounts and the Auditor''s Report for the Financial Year ended 31^st March, 2023. The summarized financial results for the financial year are as under:

1. Financial Results:

The Financial performance of your Company for the year under review is summarized below:

Particulars		For the year ended	For the year ended
		31st March, 2023	31st March, 2022
Revenue from Operations		20,42,00,734	11,49,37,886
Other Income		99,08,990	18,14,562
Total Income		21,41,09,724	11,67,52,448
Less: Depreciation/ Amortization/ Impairment		97,71,695	1,01,12,968
Profit /loss before Finance Costs, Exceptional items and Tax Expense		20,43,38,029	10,66,39,480
Less: Finance Costs		1,13,28,558	1,36,28,509
Less: Other Operating & Non-Operating Expenses		16,52,34,607	9,90,49,016
Profit /loss before Exceptional items and Tax Expense		2,77,74,864	(60,38,045)
Add/(less): Exceptional items		0	0
Profit /loss before Tax Expense		2,77,74,864	(60,38,045)
Less: Tax Expense	Current Tax	0	0
	Deferred Tax	(1,18,657)	(4,30,657)
Profit /loss for the year (1)		2,78,93,521	(56,07,388)
Total Comprehensive Income/loss (2)		0	0
Total (1 2)		2,78,93,521	(56,07,388)
Balance of profit /loss for earlier years		(6,12,91,535)	(5,56,84,146)

The Standalone Gross Revenue from operations for Financial Year 2022-2023 was Rs. 20,42,00,734 /- as against Rs. 11,49,37,886/- in the previous year 2021-2022 which shows the increase in Revenue by 77.66%. The Company earned a Profit after tax of Rs. 2,78,93,521 /- for FY 2022-2023 as against Loss of Rs. 56,07,388/- reported in the previous year 2021-2022 which shows the increase in profitability by 597.44%.

2. Transfer to Reserves

During the Financial Year 2022-2023, the Company has not transferred any amount to General Reserve under the head of Reserve and Surplus Account.

3. Dividend

During the year under review, the Board of Directors of the Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year 2022-2023 .

4. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (I EPF).

5. Change in the Nature of Business, if any

During the Financial Year 2022-2023, the Company has not entered into any new business. Hence, the nature of business remained the same.

6. Deposit

The Company has not accepted or renewed any amount falling within the provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with Chapter V of the Act is not applicable.

However, the Company has taken secured as well as Unsecured Loans from Banks which are considered as exempt deposits under Sub-clause (iii) of Clause (c) under Subrule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014

Further, the Company has accepted advances from Customers which are considered as exempt deposits under Sub-clause (xii) (a) of Clause (c) under Sub-rule 1 of Rule 2 of The Companies (Acceptance of Deposits), Rules, 2014.

7. Share Capital Structure

Authorised share Capital

During the year under review, the Authorised Share capital remained the same with Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs.10/- each.

Paid-up Share Capital

The paid-up Equity Share Capital as at March 31, 2023 stood at Rs.11,48,73,330/-divided into 1,14,87,333 Equity Shares of Rs.10/- each fully paid up.

During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2023, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

8. Material Changes and Commitments affecting Financial Position between the end of the Financial year and date of the report

Following material changes and commitments have occurred between the end of the financial year to which the financial statem ents relate and the date of this Report and their impact on financial position of the company is not determinable.

1. a. M/s. Chemtech Industrial Valves Limited has successfully manufactured & supplied DN 2500MM Sized Fabricated Double Disc Gate Valve to JSW Steel Limited, I ntegrated Steel Plant in Vijayanagar, Karnataka.

b. The Valve, which weighs a staggering 16 tonnes, stands 32 feet high & is 10.5 feet wide, has been supplied for Coke Oven Gas Application, which is one of the Company''s specializations.

c. Chemtech I ndustrial Valves Limited is one of the leading Manufacturers in I ndia for the Extremely Critical large Diameter Valves Segment. The Company is supplying such Large Diameter Valves to all the Major Steel Plants in India and is also exporting the same.

2. CHEMTECH INDUSTRIAL VALVES LTD (CIVL) has successfully Manufactured & Supplied DN 2200 MM GOGGLE Valve to a Leading Copper Plant in West India.

3. CHEMTECH INDUSTRIAL VALVES LTD (CIVL) has been Granted a Patent for its Innovative Product, Line Blind. This Product helps End Users across Industries achieve over 90% Cost Savings in Pipeline Blanking Costs, all while increasing Safety during Blanking Operations.

9. Subsidiary/Joint Ventures/Associate Company

Your Company does not have any Subsidiary, Joint venture or any Associate Company.

10. Annual Return

The copy of Annual Return as required under Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, in Form MGT-7 shall be made available on Company''s website www.chemtechvalves.com for your kind perusal and information.

11. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements forming part of Annual Report.

12. Related Party Transactions

All related party transactions that were entered into during the Financial Year 20222023 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval and also before the Board for its noting and approval, is required as per the policy on Materiality of Related Party Transaction of the Company.

Further all the necessary details of transaction as defined under Section 188 of the Companies Act, 2013 entered with the related parties as defined under Section 2 (76) of the said Act are attached herewith in Form AOC-2 (Annexure I) for your kind perusal and information. Members may also refer to Note 36 to the financial statement which sets out related party disclosures pursuant to IND AS.

13. Meetings of the Board of Directors

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation. Only in the case of special and urgent business, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting.

In certain special circumstances, meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with secretarial standards issued by the ICSI on Board meetings.

The Board met Twelve (12) times during the year. The details of meetings of Board of Directors held during the Financial Year 2022-23 are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening period between two Board meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

http://www.chemtechvalves.com/investor-relations4.htm

14. Committees of the Board

The Board of Directors as on 31^st March, 2023 has the following Committees constituted:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee.

Details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming the part of Annual report.

http://www.chemtechvalves.com/investor-relations4.htm

15. Board of Directors and Key Managerial Personnel

The Board of Directors of the Company has various Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Change in Directors and Key Managerial Personnel

During the period under review, following were the changes in Directors and Key Managerial Personnel:

Sr.No	Date	Name of Directors and Key Managerial Personnel	Changes
1	19.05.2022	Ms. Prachi Kothari	Appointed as the Company Secretary & Compliance Officer
2	19.05.2022	Mr. Hemant Goyal	Appointed as Additional NonExecutive Independent Director and has been regularized in AGM held for the FY 2021-22.

*The Board places on record its sincere and deep appreciation for the services rendered by Mr. Niranjay Choudhary during their tenure.

* Ms. Amita Jain is appointed as the Additional Non-Executive Independent Director w.e.f 25^th August, 2023

Following were the changes in Directors and Key Managerial Personnel after the year end:

Sr.No	Date	Name of Directors and Key Managerial Personnel	Changes
1.	25.08.2023	Mr. Niranjay Amritlal Choudhary	Mr. Niranjay Amritlal Choudhary resigned from the post of Independent Director
2.	25.08.2023	Ms. Amita Jain	Appointed as Additional NonExecutive Independent Director.

16. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

The Independent Directors of the Company have held one meeting during the year on July 07, 2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

I

17. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) SEBI (LODR)Regulations, 2015.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the I ndian I nstitute of Corporate Affairs (I ICA).

18. Familiarization Program for Independent Directors

All new Independent Directors inducted into the Board attended the orientation program. The Company has conducted programs to familiarize Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters.

The Independent Directors were highly satisfied with the functioning of the Board and its various Committees and the high level of commitment and engagement.

19. Policy on Director''s Appointment and Remuneration:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The current policy is to have optimum combination of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2023, the Board had Six (6) members, three (3) of whom are executive directors and three (3) Independent Directors including One Woman Director. The details of Board and committee composition, tenure of directors, other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy of the Company on Director''s appointment and remuneration, as required under section 178 of the Companies Act, 2013 is also available on the website of the Company www.chemtechvalves.com

20. Directors'' Responsibility Statement

In accordance with the provision of Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 2022-2023 and of the Profit & Loss of the Company for the period;

c) They have 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) They have prepared the annual accounts on a going concern basis;

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

21. Future Outlook:

Riding on high demand and improved margins, all major industry players in India are planning for capacity expansions.

While your Company is active across a number of Sectors, a major focus shall be in the Steel Sector where the Company enjoys Tremendous Goodwill given the Credentials, we have created with all Major Steel Plants in India.

Economic revival has improved the demand sentiment & given the Strong Focus of the Government of India on Infrastructure over the next decade, we foresee Huge Investments being made in various Sectors including Roads / Ports / Housing for All / Railways / Rural Electrification / Smart Cities. All these Investments will require significant Steel Plant Capacity Expansion in India.

The Company has aligned its Product Range Offering to cater to all types of Valve requirements for Steel Plants, including Critical Large Diameter Valves.

The Steel Industry is currently on a Growth Spree in line with the National Steel Mission which envisages a Steel Making Capacity in India of 300 Million Tonnes by 2023 from the Current Capacity of apx 140 Million Tonnes.

This Growth in Capacity will see fresh I nvestments to the tune of Rs.3 Lakh Crores over the next 8 to 10 years. Industrial Valves would represent around 1% of this Capex, which your Company is strongly focusing to serve.

A majority of this Capex would be undertaken by the 5 Major Integrated Steel Plant groups in India i.e. JSW Steel Ltd, Jindal Steel & Power Ltd, Steel Authority of India Ltd, Arcelor Mittal Nippon Steel India Ltd, TATA Steel Ltd. Your Company is well positioned to cater to these Plants as these are Existing Customers of our Company & hence Revenue Visibility remains strong from our Steel Plant Customers in the coming 3 to 5 years.

22. Particulars of Employees and Remuneration to Managerial Personnel

In pursuance to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details as required are provided in this Board''s report and marked as Annexure II.

During the financial year 2022-23, no employee was in receipt of remuneration exceeding the limits as stated in Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, no disclosures of details as prescribed in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are made in Annexure II attached to the Board report.

23. Corporate Social Responsibility (CSR)

The Company doesn''t fall under the ambit of Section 135 (1) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014; hence, Corporate Social Responsibility policy is not applicable to the Company.

24. Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Listing Regulations, the Board of Directors of the Company has framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No person has been denied access to the Chairman of the Audit Committee.

During the Financial Year 2022-23, no complaints were received of any sort from any Directors and employee of the Company. Whistle Blower Policy is disclosed on the website of the Company www.chemtechvalves.com

25.Internal Financial Control and its Adequacy

The Company has in place adequate internal financial controls with reference to financial statements. 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 its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems.

26. Risk Management

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address the emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes.

27. Audit report and Auditors Audit reports

• The Auditor''s report for Financial Year ending on 31^st March, 2023 does not contain any qualification, reservation or adverse remark. The Auditor''s report is enclosed with financial statements in this Annual report.

• The Secretarial Audit Report for financial year ending on 31^st March, 2023 does not contain any qualification, reservation or adverse remark. The Secretarial report is enclosed as Annexure III to the Board''s report.

• As required by Listing Regulations, the auditor''s certificate on corporate governance is enclosed and forms a part of this report. The auditor''s certificate for financial year ending on 31^st March, 2023 does not contain any qualification, reservation or adverse remark except as stated in the report.

Statutory Auditors

M/s. Raju & Prasad, Chartered Accountants, (Firm Registration No. 003475S), having office at 511, The Corporate Centre, Nirmal Lifestyle Mall, LBS Marg, Mulund (W), Mumbai -400 080, were re-appointed as the Statutory Auditors of the Company for a period of five consecutive years in the Annual General Meeting of the members held on 16^th August, 2022 to hold office from the conclusion of the 26^st AGM of the Company till the conclusion of 31^st AGM of the Company at a remuneration as mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. Pimple & Associates, Practicing Company Secretary is re-appointed as Secretarial Auditor of the Company for Fiscal 2023-24, as required under section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this Report. The secretarial auditor has not expressed any qualifications in their Secretarial Audit Report for the year under review. Pursuant to regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report forms part of this Report and is uploaded on the website of the Company i.e. www.chemtechvalves.com

The Board of Directors at their meeting held on 10^th August, 2023 has appointed M/s. Pimple & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company.

Cost Auditors

The Company is required to maintain the Cost records under Section 148(1) of Companies Act, 2013 and thus the Company has maintained the Cost Records as prescribed under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company.

However, the requirement of Cost Audit as prescribed under Section 148(1) is not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors has not reported to the Audit Committee and/ or Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of I ndia on Board and General Meetings of the Company.

29.Consersation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

(A)Conservation of energy-

(i) The steps taken or impact on conservation of energy- N.A

(ii) The steps taken by the Company for utilizing alternate sources of energy: N.A

(iii) The capital investment on energy conservation equipment: N.A

(A)Technology absorption-

(i) The efforts made towards technology absorption: None

(ii) The benefits derived like product improvement, cost reduction, product development or import Substitution: None

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) The details of technology imported: None

(b) The year of import: N.A

(c) Whether the technology been fully absorbed: N.A

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

(iv) The expenditure incurred on Research and Development: Nil (A)Foreign exchange earnings and Outgo-

Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

30. Corporate Insolvency Resolution Process Initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

31. Failure to Implement any Corporate Action

No corporate action took place during Financial Year 2022-23 and reporting for the same with the concerned department has been completed within specified time limit.

32. Corporate Governance

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Annual Report.

33. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this Report.

34. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

35.Significant and material orders passed by the Regulators or Courts

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

36. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

Your Company believes in the potential of people to go beyond and be the gamechanging force for business transformation and success. This potential is harnessed by fostering an open and inclusive work culture that enables breakthrough performance and comprehensive development of employees through the three pillars of Leading Self, Leading Teams and Leading Business.

37. Health, Safety and Environment Protection

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.

38. Appreciation and Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company.

The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

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Mar 31, 2015

The Directors are pleased to present Ore Nineteenth Annual Report of company together with Audited Statement of Accounts and the Auditor's Report for the financial year ended 31st March 2015. The summarized financial results for [he financial year are as under:

FINANCIAL RESULTS:

the financial performance ol year Company for the year under review is summarized below:

(Rs. in Lacs) PARTICULARS 31st March 2015 31st March 2014

Sales &, Other Income 3394.21 3104.76

Profit of for Interest for Tax (34.65) 166.64

Less: Depreciation 128.51 82.71

Less: Finance Charges 196.03 222.18

Profit/(Loss) before Taxation (359.19) (138.25)

Less: Provision for Taxation 19.07 28.26

Net Profit/(Loss) after taxation (375.26) (166.51)

Company performance:-

Your Company has posted financial results during the year under review. Turnover of the Company has increased from 3104.76 lakhs to 3394.21 lakhs and the Net profit/ (loss) increased from (1.66-51) lakhs to (378.26)lakhs.

DIVIDEND:

During the financial year 2014-15, since the company has incurred loss, the Directors do not recommend any dividend to the Shareholders.

TRANSFER TO GENERAL RESERVE:

During the financial year 2014-15, since the company has incurred loss, no amount has been transferred to the General Reserve.

Export

The export sale (FOB) for the year ended March 31, 2015 was Rs. 27,25,18,508 compared to Rs. 19,74,71,913 during the previous year (Note No- 37 (H) of Financial Statement

Foreign Exchange Management:

Transaction in Foreign currency are recorded at the rate of exchange prevailing on the date of Nan section. Foreign currency monetary assets and liabilities are converted in Indian currency at. the rate of exchange or prevailing at the end of the year. Resultant gain and loss is recognized in the statement of profit and loss for the year.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March,2015, the appealed accounting standards have been followed along with proper explanation relating to material departures.

b) The Company has 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 as at 31st March, 2015 and of the profit/loss of the Company for that period.

c) The Company has 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 She company and for preventing and detecting fraud and oilier irregularities.

d) The annual accounts have been prepared en going concern basis.

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and Thai such systems sie adequate arid operating effectively.

f) The infinity latish laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively

Changes in Share Capital

There was no change in the structure of the share capital of the Company during the financial year under review, the details of share capital is given under Note 2 of Financial Statement

PROCEEDS OF INTIAL PUBLIC OFFER

The Initial Public Offer (IPO) proceeds have been utilized as provided in Note no. 33 of Financial Statements.

Extract of Annual Return

As required pursuant, to section 92f3) of the Companies Act. 2013 and rule 12(1) if the Companies (Management and Administration] Rules, 2014, an retract of annual return in MOTT 9 as a part of this Annual Report.) Annexure I of Director Report)

Particulars of Loan, Guarantees and Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Financial . Statements.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section II) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2. (As Annexure II of Director Report).

Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal) Act, 2013 In order to promote safe and discriminative environment, the Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment, During the year under review Company has not received angry complaint of harassment, the details of this policy is explained in the Corporate Governance Report.

Vigil Mechanism:-

Your Company is committed to highest standards of ethical moral and legal business conduct. Accordingly, the Board of Directors have formulated Vigil mechanism which is m compliance with the provisions of section 177of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the details of this policy is explained in the Corporate Governance Report.

Details of Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Namrata Badkur , Director of the Company, retire ay rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received declarations from ail the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has drafted a Policy Tor performance evaluation of Independent Directors, Hoard, Committees and other individual Directors which includes criteria far performance evaluation of the ion executive directors and executive directors.

The Company has conducted programmers fop familiarize Independent Directors with die Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters.

Deposit:-

The Company has not accepted any deposits from the public (details are under annexure (V) to Independent Auditor's Report).

Receipt of any commission by MP / WTD from a Company or for receipt of commission / remuneration, from it Holding or subsidiary -

NIL

Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions en a continuous basis.

Corporate Social Responsibility (CSR] Policy

The Company doesn't fall under (he ambit of Section 135 (1), hence, Corporate Social Responsibility policy is not applicable to the Company.

Meeting of the Board

In the year 2614-2815, 5 (Five) Meetings of the Hoard were held on 30/05/2014, 16/08/2014, 16/09/2014, 14/11/2014, 12/02/2015. The intervening period between two Board meetings was well within the maximum time gap of for months prescribed in Clause 49.

Audit Committee:-

During the year, only 4 (four) Audit Committee medaling was held and the accounts are getting finalized for the year ended 2014-15, The Meeting Was Held on 28/05/2014,14/08/2014,16/09/2014,12/11/2014,12/02/2015

The attendances of each member of the Committee are given below:

Name Designation Position Committee Meeting Attendance

Mr. Amit Kumar Jain Independent Director Chairman 4

Mr. Harsh Badkur Managing Director Member 4

Mr. Niranjav Choudhary Independent Director Member 4

The Committee's a imposition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise

Board Evaluation

Pursuant to the provision* of the Companies Art, 2Q13 ai1 Clause 49 of the listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of ill& Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

Nomination & Remuneration Committee Policy

The Doarri of Directors; of your .Company in the meeting constituted the Nomination and Remuneration Committee with the requisite terms of reference as required under Section 178 of the Companies and other applicable provisions thereof in place of existing Remuneration Committee. The said Committee framed, adopted and recommended the 'Nomination, Remuneration & Evaluation Policy".

The Details of the Committee have been provided, under Corporate Governance Report.

Details pertaining to remuneration as required under section 197(12) of the Companies Act. 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014.

The percentage increase in remuneration of each Director, Chief financial Officer and Company Secrete" during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against die performance of the Company are as under (Annexure IV)

Fraud

Reporting No cases of fraud have been reported to the Audit Committee / Board during the financial year under review.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: -

Details provide in Annexure III

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere. to the requirements set out by SEBI The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement ouch Keung [he shareholder's information and Auditor's certificate on its compliance, forms a part of this Annual Report.

INDUSTRIAL RLLAT1QNS:

Industrial "Relations continue to remain cordial

- Management Discussion and Analysis Report:

A detailed review of the operation, performance and future outlook of the Company is given separately under the head Management Discussion and Analyze Report.

AUDITORS;

The present Statutory Auditors of the Company M/s S. P. J ATM &- ASSOCIATES Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment,. The Company has received a letter from retiring Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Companies Act 2013, The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Secretarial Audit:-

Pursuant to the provision of Section 2(M Of the Companies Act, 2013 and [ha Companies Appointment and Remuneration of Managerial Personnel) Pulse, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary to undertake the Secretarial Audit of fee Company. The Secretarial Audit Report is enclosed as Annexure V hereto

APPRECIATION;

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the Commitment and involvement of the employees at all levels and looks forward to their contumacy co-operation,

For and on behalf of the Board of Director of,

Place: Mumbai CHEMTECH INDUSTRIAL VALVES LIMITED

Date: 01/September/2015

Pradeep Shikharchand Badkur

DIN-00036822

Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Eighteenth Annual Report of company together with Audited Statement of Accounts and the Auditor''s Report for the financial year ended 31st March 2014. The summarized financial results for the Financial year are as under:

FINANCIAL RESULTS;

The Financial performance of your Company for the year under review is summarized below

(Rs. in Lacs) For the year ended

PARTICULARS 31st March 2014 31stMarch 2013

Sales & Other Income 3219.45 2279.47

Profit before Interest & Tax 166.64 333.25

Less: Depreciation 82..71 51.86

Less: Finance Charges 222.18 173.99

Profit/(Loss) before Taxation (138.25) 107.40

Less; Provision for Taxation 28.26 30.16

Net Profit/(Loss) after taxation (166.51) 77.24

TRANSFER TO GENERAL RESERVE:

During the financial year 2013-14, since the company has incurred loss, no amount has been transferred to the General Reserve.

DIVIDEND:

During the financial year 2013-14, since the company has incurred loss, the Directors do not recommend any dividend to the Shareholders.

INCREASE IN AUTHORISED SHARE CAPITAL:

During the financial year, the company has increased its Authorised Share Capital from Rs. 1,00,00,000 (Rupees One Crore only) divided into 10,00,000 (Ten Lacs only) equity shares of Rs.10/- (Rs. Ten only) each to Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity shares of Rs.10/- (Rupees Ten. Only) each, ranking pari-passu with the existing shares of the Company in all respect.

INITIAL PUBLIC OFFER (IPO)

Your Director is pleased to inform you that, during 2013-14 your company went for a public issue of 49,52,000 equity shares of Rs. 10/- each fully paid for a cash at price of Rs.l 5/- per equity share and the issue was successful. The shares of the company are now listed on SME platform of the exchange.

INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Rajnikant Panday, Shri. Amit Kumar Jain, Shri. Amitabh Luhadia and Shri. Niranjay Choudhary was appointed as an Additional Director designated as an Independent Director w.e.f, August 08, 2013. The Company has received requisite notice in writing from a member proposing for their appointment as an independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS:

The present Statutory Auditors of the Company M/s. S. P. JAIN & ASSOCIATES Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/ s. S. P. JAIN & ASSOCIATES, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

PERSONNEL:

Company has no employees, attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance to the requirements of Section 217 (2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no ma terial departure except accounts drawn as per revised Schedule VI as per the Companies Act, 1956.

b) Directors had selected the 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 the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

CONVERSATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The energy Conservation measure is an ongoing activity in the company and energy consumption is closely monitored and is expected to reduce the consumption.

There is continuous efforts to up-grade our products and to further develop an indigenous expertise.

There has been no foreign exchange earnings and outgo during the year,

TECHNOLOGY ABSORPTION:

Disclosure of particulars with respect to Technology Absorption as per Form B

1. Research and Development (R & D):

(i) Benefit derived as a result of R & D:

(a) The quality of products of the company has improved and showed marked improvement in its desired properties.

(b) The R & D activities resulted into development of new products and also acceptability of the products in the market.

(ii) Future plan of Action:

(a) Continuation of the measures already initiated by the company.

(b) Introduction of more process control and detailed quality control as well as cost reduction techniques

(c) Development of new value added products

(d) Technology up gradation and modernization.

(iii) Expenditure on R & D:

The Company does not account for R&D expenses separately but treat them as revenue expenses and accounts in respective head of revenue accounts. There was no capital expenditure incurred on imported technology during the year

2. Efforts in brief made towards technology absorption, adaptation and innovation

(i) The Company has been developing in house modification/improvement in process technology in its various manufacturing sections, which when and if found suitable have been integrated in the manufacturing process.

(ii) These have been resulted in improving efficiency, quality & design of the Company''s products.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholder''s information and auditor''s certificate on its compliance, forms a part of this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS:

Industrial Relations continue to remain cordial.

APPRECIATION:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers. Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of the Board of Director of, Place: Mumbai CHEMTECH INDUSTRIAL VALVES LIMITED Date: 21/8/2014

Chairman