Share Wealth

The Directors are pleased to present the 35th Annual Report of your Company along with audited statements of accounts for the year ended 31 st March 2024.

FINANCIAL HIGHLIGHTS

DIVIDEND

During the year revenue from operations of your company decreased by 32.26% from ? 44778.45lakhs to ? 30,328.90lakhs due to decrease in volume & price of Synthetic Rutile and profit after tax stood at ? 859.48lakhs against ? 5642.72lakhs of previous financial year. However, Your Directors are pleased to recommend a dividend on the equity shares of 80% (? 81- per share) for the financial year ended 31st March 2024, subject to approval of the members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure - VI.

DIRECTORS & KEY MANAGEMENT PERSONNEL

As per the provisions of the Companies Act, 2013, your directors, Mr. Mathew M Cherian and Smt. Jaya S Kartha retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors of the company, on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Anil Ananda Panicker, Non-Executive Director as Executive Director with effect from 01st June 2024 for a period of 3 (Three) years subject to the approval of shareholders in the ensuing Annual General Meeting. Mr. Achutha Janardhana Pai has completed his second term as Non-Executive Independent Director and consequently ceased to be a Director of the Company with effect from July 7, 2024.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations that each of them meets the criteria of Independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of Independence.

DIRECTORS’APPOINTMENT & REMUNERATION POLICY

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - II.

ANNUAL EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation was on the basis of inputs from all the Directors on criteria such as Board composition and structure, effectiveness of Board processes, meeting procedures and functioning etc. A meeting of Independent Directors evaluated the performance of Non-Independent Directors, the Board as a whole and that of the Chairman, taking into account the views of Executive Directors and Non-Executive Directors. These evaluations were considered and discussed in the subsequent Board meeting/s.

CSR INITIATIVES

The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III.

RISK MANAGEMENT

The Board regularly considers and evaluates the risk factors and takes appropriate risk mitigation steps from time to time.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RE DRESS A L) ACT, 2013

The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - IV in Form AOC-2.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:

(a) In preparing the Annual Accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on 31.03.2024.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) That the Directors had prepared the accounts on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

AUDITORS & AUDIT REPORT

Saghesh Kumar & Associates, Chartered Accountants, Aluva, was appointed in the 33rd Annual General Meeting of the Company as statutory auditor of the Company to hold office for a period of 5 years and continue in office in terms of Section 139 (2) of the Companies Act 2013. The report of the auditor for the current year does not contain any qualification or adverse comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013, M/s. SEP Associates, Company Secretaries, Kochi, were appointed as the Secretarial Auditors for the financial year 2024-25. The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report contains a qualification regarding the non compliance regarding the disclosures required to be maintained in the website of the Company under Regulation 46 of the SEBI (LODR) Regulations, 2015 and under applicable provisions of Companies Act, 2013. The website is under modification and the Company is taking steps for updation of the disclosures mandated.

ANNUAL RETURN

The Annual Return in form MGT-7 for the financial year ended 31st March, 2024, is available on the website of the company at URL: https://www.cmrlindia.com/FY2023-24/Annu-alReturn.pdf

AUDIT COMMITTEE

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the Board.

MEETING OF THE BOARD

Five meetings of the Board were held during the year. Details are included in the corporate governance report.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure -V.

CORPORATE GOVERNANCE

Your Company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures -VII & VIII. The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism and related party transactions.

TAX MATTERS

Consequent to search operations held on 25th January 2019, u/s 132 of the IT Act, the Income tax department re-opened the tax assessments for the financial years 2011-12 to 2018-19. The Company has contested the re-opening of the assessment for the financial year 2011-12 before the Honourable High Court of Kerala and the same is pending before Court. The litigation for the financial years 2012-13 to 2018-19 was settled as per the Order of the Interim Board for Settlement dated 12.06.2023 and the additional tax was paid and the matter was closed.

ISO CERTIFICATION

Your Company has been granted ISO 9001: 2015 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India.

ISO 45001 : 2018 CERTIFICATION

Your Company has been awarded ISO 45001 : 2018 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India, for maintaining safe and healthy work place by preventing work related injury and ill health as well as proactively improving company's occupational health and safety Management system.

NSF CERTIFICATION

Your company's products, viz. Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s NSF International, an organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.

STATUTORY APPROVALS & LICENCES

The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.

INDUSTRIAL RELATIONS

The Labour-Management relations have been cordial and a new long term agreement with Trade Unions of the Employees, valid till 10th April 2029, is in force.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules are given in the Annexure -1.

DEMATERIALISATION

The shares of your Company are compulsorily dematerialised fortrading. The ISIN number of the shares is INE105D01013.

LISTINGS

The shares of your Company are listed with BSE Limited. The listing fee as required has already been paid upto and including the year 2024-25.

PENDING LITIGATIONS

1. Pursuant to a MCA order dated 31.01.2024, the SFIO has initiated an investigation into the affairs of the company vide its order No.SFIO/lnv/AOI/2023-24 dated 31.01.2024. The company has challenged the cited order and filed Writ Petition in the Honourable High Court of Delhi and the litigation is pending.

2. ED has registered an ECIR against the company and its officials u/s 50 of the PMLAAct, 2002. As there exists no scheduled offence, the company has approached the Honourable High Court of Kerala questioning the jurisdiction of ED and the same is pending before the Court.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your Directors are also thankful to the customers, suppliers and business associates for their co-operation. Your Directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your Directors are deeply grateful to the members for their continued confidence and faith in the management of the company.