The Directors take immense pleasure in presenting the Seventy Second (72nd) Annual Report of the Company and the Audited Statements of Accounts for the financial year ended 31st March, 2025 ("year under review").
1. CORPORATE OVERVIEW
Your Company, Ador Welding Limited ("ADOR") was incorporated in the year 1951 and has come a long way to become one of India's leading players in the welding industry. Your Company's Vision is “Creating the Best Welding Experience”.
ADOR has a huge spectrum of products offering and aims to provide “Complete Welding Solutions” to the “World of Manufacturing” for
enhancing their operational efficiency.
Our presence is there across over fifteen (1 5) countries and our corporate headquarter is based in Mumbai.
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2. FINANCIAL PERFORMANCE & THE STATE OF COMPANY’S AFFAIRS
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(Rs. in Lakhs)
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Sr.
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Key Financial Indicators
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Standalone
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Consolidated
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No.
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31st March, 2025
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31st March, 2024
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31st March, 2025
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31st March, 2024
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2.1
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Sales & Other Income (Net of GST, Discount & Incentives)
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1,13,706
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1,08,795
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1,14,148
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1,09,302
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2.2
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Profit before exceptional items, Interest, Depreciation, Tax & Other Comprehensive Income
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12,406
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14,019
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12,073
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13,701
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2.3
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Exceptional items
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4,310
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-
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(1,139)
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-
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2.4
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Profit before Tax (PBT)
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5,854
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12,069
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8,658
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11,711
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2.5
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Provision for Tax (Including Deferred Tax)
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1,508
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3,134
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2,653
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3,065
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2.6
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(Loss) / Profit after Tax (PAT)
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4,346
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8,935
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6,005
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8,646
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2.7
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Total Comprehensive Income / (Loss)
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4,264
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8,900
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5,926
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8,611
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3. DIVIDEND & RESERVES
The Board of Directors is pleased to recommend a dividend of 200 % (i.e. @ Rs. 20/- per equity share) for the financial year 2024-25, subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").
The total amount of dividend, to be disbursed for FY 2024-25, is Rs. 3,481 Lakhs, subject to applicable TDS. Further, the dividend amount will be paid out of the profits of the Company.
The Dividend for FY 2024-25 shall be paid to those Shareholders and Beneficial Owners, whose name
appears in the Register of Members (ROM) as on the cutoff date for dividend payment.
The Board recommends transfer of 10% of the Net Profits to General Reserve.
The dividend recommendation is in accordance with the Dividend Distribution Policy ("Policy") of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations. 2015") is available on the Company's website at https://adorwelding.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policv.pdf
4. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March, 2025 stood at Rs. 1,740 Lakhs. During the financial year under review, 38,04,348 Equity Shares were allotted to the Shareholders of erstwhile Ador Fontech Limited, whose names appeared in the Register of Members (RoM) as on the Record date, i.e. on Wednesday, 25th September, 2024, pursuant to the Scheme of Amalgamation of Ador Fontech Limited ("ADFL") with the Company (Ador Welding Limited). In view of the said Amalgamation, the Authorized Share Capital of the Company increased in FY 202425 from Rs. 3,300 Lakhs to Rs. 4,300 Lakhs i.e. by Rs. 1 ,000 Lakhs, pursuant to the said scheme of amalgamation, effective from 01st April, 2022.
Confirmations:
a. During the year under review, the Company has not:
i. issued warrants, debentures, bonds, or any other convertible or non-convertible securities.
ii. issued any equity shares with differential rights as to dividend, voting or otherwise.
iii. issued any sweat equity shares to its Directors or employees.
iv. made any change in voting rights.
v. reduced its share capital or bought back shares.
vi. failed to implement any corporate action.
b. The Company's securities were not suspended for trading during the year.
c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.
5. CREDIT RATING
During the financial year under review, there was a revision in the Credit Rating of the Company. The Rating Agency CARE maintained "A " (Single A Plus; Outlook: Stable) rating for the Company's long term borrowings and "A1 " (A One Plus) rating for the Company's short term borrowings. Whereas credit rating assigned by CRISIL Agency was withdrawn on request of the Company & on receipt of no objection certificate from the lenders w.e.f. 14th May, 2024.
As mandated by the Ministry of Corporate Affairs (MCA), the financial statements for the financial year ended 31st March, 2025 have been prepared
in accordance with the Indian Accounting Standards (Ind AS), notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect a true & fair form and substance of transactions and reasonably present the Company's state of affairs, profits & cash flows for the financial year ended 31st March, 2025.
The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report.
6. OPERATIONS
In FY 2024-25, the total Sales & Other Income (Standalone) increased by 5%, as compared to last FY 2023-24. The year ended with Sales & Other Income of Rs.1,13,706 Lakhs. (Rs. 1,08,795 Lakhs)*.
The Company's Standalone Net Sales and Other Income during FY 2024-25 comprised the following:
6.1 Products Rs. 89,591 Lakhs (Rs. 84,911 Lakhs)*
6.2 Services Business at Rs. 8,392 Lakhs (Rs. 3,472 Lakhs)*
6.3 M & R Division at Rs. 13,700 Lakhs (Rs.18,344 Lakhs)*
6.4 Other Income of Rs. 2,023 Lakhs mainly comprised of forex gain, interest, rent & export incentives etc. (Rs. 2,068 Lakhs)*
(*Figures in brackets indicate previous year)
7. CAPEX
The Company incurred CAPEX of Rs. 6,016 Lakhs during FY 2024-25. The Capital work-in-progress as at 31st March, 2025 was at Rs. 411 Lakhs. CAPEX planned for FY 2025-26 is approximately Rs. 4,000 Lakhs, mainly for the following:-
a. Automation / modernization at Consumables and Equipment Plants.
b. Plant & Machinery for capacity expansion of certain products, and also for the improvement of "productivity & in-process quality".
c. Replacement of Old Machineries.
d. Upgradation of R&D Infrastructure.
e. Information Technology (IT) upgradation, digitalization & Compliances.
f. Replacement of Vehicles.
8. PERFORMANCE OF THE SUBSIDIARY COMPANY
During the financial year under review, M/s. 3D Future Technologies Private Limited, wholly-owned Subsidiary of erstwhile ADFL became our wholly-owned Subsidiary, with effect from the Effective Date i.e. 25th September, 2024, pursuant to the scheme of Amalgamation. However, the company does not have a material subsidiary. The Board of Directors of the Company has approved a Policy for determining material subsidiaries, which is in line with the provisions of SEBI (LODR) Regulations 2015, as amended from time to time. The said Policy is uploaded on the Company's website at the following weblink: https://adorwelding.com/wp-content/uploads/2021/07/Policy-for-determining-Material-Subsidiarv. pdf
The principal business of M/s. 3D Future Technologies Private Limited ("3DFT"), is development of technical expertise in three-dimensional technology.
During the year, under review revenue of 3DFT was Rs. 585 Lakhs with Loss before tax of Rs. 366 Lakhs for the financial year 31st March, 2025.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013, a statement containing the salient features of financial statements of the Company's subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the Company's website at https:// adorwelding.com/financials/annual-reports/
9. COMPOSITE SCHEME OF ARRANGEMENT
The Scheme of Amalgamation (Merger by Absorption) of Ador Fontech Limited (ADFL) with Ador Welding Limited and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme"), was considered and approved by the Board of Directors at its Meeting held on 31st May, 2022.
Based on the valuation provided by the Independent Registered valuers, the share exchange ratio arrived and approved by the Board was 5 equity shares of Ador Welding Limited (each
having a face value of Rs. 10/- to be credited as fully paid for every 46 equity shares of Ador Fontech Limited (each having a face value of Rs. 2/-).
Pursuant to the order dated 18th May, 2023 and 24th August, 2023 passed by NCLT, Shareholders' Meetings of Ador Welding Limited and Ador Fontech Limited, were convened and held to approve the Scheme. The scheme was approved by the requisite majority of the shareholders of the Company and ADFL on 10th August, 2023 and 30th October, 2023, respectively.
Post receipt of the shareholders' approval, the parties to the Scheme filed Company Scheme Petition before the NCLT seeking sanction of the Scheme. The Hon'ble NCLT, after hearing the parties to the Scheme, sanctioned the Scheme vide its order dated 20th August, 2024 and certified copy of the order was received on 03rd September, 2024.
Later, the Board of Directors of the Company, at its Meeting held on 12th September, 2024, approved 25th September, 2024 to be effective date and fixed the record date for allotment of shares.
The Board of Directors of the Company at its meeting held on 03rd October, 2024 approved the allotment of 38,04,348 (Thirty Eight Lakhs Four Thousand Three Hundred & Forty Eight) equity shares, having face value of Rs. 1 0/-(Rupees Ten) each fully paid-up, aggregating to Rs. 3,80,43,480/- (Rupees Three Crore Eighty Lakhs Forty Three Thousand Four Hundred & Eighty only) to the Shareholders of ADFL, whose names appeared in the Register of Members (RoM) as on the Record date, i.e. on Wednesday, 25th September, 2024.
10. RISK MANAGEMENT
Given the diversified scale of operations, your Company has formulated an Enterprise Risk Management (ERM) framework to manage various financial & non-financial risks, operational & nonoperational risks, amongst other risks. The Board takes the responsibility of the overall process of risk management throughout the organization.
The ERM Policy of the Company helps to continuously assess & monitor the risks assumed by the Company. The processes are in place for identifying, evaluating and managing the risks. Based on the ERM Policy, the Board hereby
states that there are no elements of risks, which threaten the existence / going concern status of the Company.
Further, as your Company was in "Top 1000 listed Companies", based on market capitalization, as on 31st March, 2021, a Risk Management Committee (RMC) was constituted in FY 2021-22 to oversee implementation of the Risk Management Policy, to monitor & evaluate risks, to propose appropriate methodology, processes & systems and to keep the Board of Directors informed and recommend the actions, to be taken, if any. The said policy is uploaded on the Company's website at the following web link: https://adorwelding.com/ wp-content/uploads/2021/07/Risk-Management-Policv.pdf
11. RELATED PARTY TRANSACTIONS (RPTs)
During FY 2024-25, the Company entered into certain Related Party Transactions, in the ordinary course of business and on arms' length basis, with prior approval of the Audit Committee. Omnibus approvals are obtained on a quarterly basis for all the transactions, which are foreseeable & repetitive in nature and the details of all the related party transactions are placed before the Audit Committee and the Board of Directors for review & approval, on a quarterly basis.
During the financial year 2024-25 under review, the Company did not enter into any transaction, contract or arrangement with related parties, that could be considered as "material" under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013.
All the transactions entered into with the Related Parties during the financial year 2024-25 under review, were on arms' length basis and were not material. Hence, disclosure pursuant to Section 1 34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnel or other designated persons, that may have a potential conflict, with the interest of the Company, at large.
None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company, except remuneration, commission, sitting fees and reimbursement of expenses, to the extent
applicable. All Related Party Transactions are given / mentioned in the notes to accounts. The Company has developed a framework through Standard Operating Procedures (SOPs), for the purpose of identification and monitoring of such Related Party Transactions.
A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with the related parties has been provided in the Report on Corporate Governance on page no. 65.
During the year, the Company amended its RPT Policy in order to align with the provisions of the amended SEBI (LODR) Regulations, 2015, which is reviewed by the Audit Committee & approved by the Board of Directors. The said RPT policy is available on the Company's website at https:// adorwelding.com/wp-content/uploads/2024/02/ RPT-Materialitv-Policv-2023-24.pdf
12. ANNUAL RETURNS
Pursuant to Sections 92 & 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the draft of Annual Return for FY 2024-25 in e-form MGT-7 is available on the Company's website: https://adorwelding.com/wp-content/uploads/2025/05/MGT-7%20Website.pdf
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Under the "Corporate Social Responsibility" (CSR) drive, the Company has spent an amount of Rs. 181.26 Lakhs during FY 2024-25, against its budgeted annual CSR expenditure of Rs. 179.42 Lakhs. The various projects / initiatives, undertaken by the Company, were in the following areas:
a. Promoting education amongst children, women, elderly and differently abled, including special education & employment enhancing vocational skills, especially skill development and encouraging safety practices in welding & allied fields for economically challenged / financially weaker sections of the Society.
b. Empowering women towards individual and professional development opportunities.
c. Promoting healthcare, sanitation & hygiene for the non-privileged / underprivileged people and Animal Welfare
Your Company understands its duties towards the society and considers social responsibility as an integral part of its operations. Your Company tries to ensure that its CSR initiatives have a meaningful impact on the society at large & that the contribution made by it, reaches the beneficiary at the earliest, with the aim to create a long-term positive impact.
The Company is committed to continuously explore new opportunities, in alignment with its CSR philosophy & policy and strives to create a positive impact on the society, through its CSR initiatives.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out, in a format prescribed in the Companies (CSR Policy) Rules, 2014, as amended from time to time, in Annexure - I to this Report. The CSR Policy is also available on Company's website at https://adorwelding. com/wp-content/uploads/2022/05/CSR-Policv-FY-2022-23.pdf
The composition of the CSR Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.
Brief on “Ador Foundation”
"Ador Foundation" is a social initiative, undertaken by all the Ador Group Companies, collectively from FY 2022-23 onwards. The mission of the Foundation is to take Ador Group's socially conscious legacy forward, through initiatives in the field of Education, Women Empowerment, Skill-Development & Health Care, which are also considered as four pillars of the foundation. All the projects are personally vetted by the personnel of the Foundation & by at least two of our Directors, to ensure that the said projects are good, genuine and beneficial to the underprivileged society at large. Ador believes in doing well by giving good. It is our firm belief that the long-term success of a corporate depends on giving back to the society it operates in and ensuring its operations are sustainable.
14. LOANS, GUARANTEES & INVESTMENTS
The details of Loans, Guarantees & Investments, covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements, forming part of this Annual Report.
15. FIXED DEPOSIT
Your Company had no opening balances of fixed deposits. Further, the Company has not accepted or renewed any deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date, within the meaning of Section 73 and / or Section 74 of the Companies Act 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
16. SECRETARIAL STANDARDS (SS)
Your Company has complied with all the applicable Secretarial Standards (SS), issued by the Institute of Company Secretaries of India (ICSI), from time to time.
17. INSURANCE
All the properties / assets of the Company are adequately insured.
18. ENERGY, CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The information required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to the conservation of energy, technology absorption & foreign exchange earnings / outgo is annexed hereto as Annexure - II.
19. CORPORATE GOVERNANCE
As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code since FY 2001-02. Your Company has strived to comply with all the requirements of the Good Corporate Governance practices for the period from 01st April, 2024 to 31st March, 2025 (i.e. FY 202425), pursuant to Regulation 27(2) of SEBI (LODR) Regulations, 2015. As per Regulation 34(3) read with Schedule V to SEBI (LODR) Regulations, 2015, a separate section on the Corporate Governance practices, followed by the Company, together with Corporate Governance Compliance Certificate received from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, confirming compliance is forming an integral part of this Report, which is annexed hereto as Annexure - III.
The Management Discussion and Analysis (MDA) Report, as stipulated under Schedule V to SEBI (LODR) Regulations, 2015, is also annexed to this Report as Annexure - IV.
20. SIGNIFICANT & MATERIAL REGULATORY ORDERS
During FY 2024-25, there were no significant orders passed against the Company by any regulators or courts or tribunals, impacting the going concern status and the Company's future operations. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes, forming part of the Financial Statement.
There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
21. NOMINATION, REMUNERATION & BOARD DIVERSITY POLICY
The Board of Directors has framed a policy, on the recommendation of the Nomination & Remuneration Committee (NRC), which lays down a framework in relation to the appointment and remuneration of its Directors. The Policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The Policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive & the Non-Executive Directors. The said policy has been posted on the website of the Company at https:// adorwelding.com/wp-content/uploads/2021/07/ criteria_for_pavment_to_NEDs.pdf
In case of re-appointment of Non-Executive & Independent Directors, NRC and the Board takes into consideration the performance of the Directors, based on the Board evaluation and his / her engagement level during his / her previous tenure.
The details of the Remuneration Policy for Directors, are explained in the Corporate Governance Report, annexed hereto as Annexure - III.
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and
industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial diversity, global business, leadership, information technology, mergers & acquisitions, Board service and governance, sales & marketing, Environmental, Social & Governance (ESG), risk management, cyber security and other domains, which will ensure that the Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https:// adorwelding.com/wp-content/uploads/2023/09/ Policv-on-Diversitv-of-Board-of-Directors.pdf
22. INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence, as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also given declaration under Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, that their profile is uploaded / registered in the databank, as maintained by the Indian Institute of Corporate Affairs (IICA), within the stipulated time. Further, the Independent Directors have also completed their KYC confirmation on the MCA website.
Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 201 4, in the opinion of the Board, the Independent Directors are competent, experienced and are the persons of expertise (including the proficiency), having positive attributes, standards of integrity, ethical behavior, qualifications & independent judgement.
Your Company has in all 05 (five) Independent Directors, including 01 (one) Woman Independent Director, as on 31st March, 2025. The Independent Directors met on 23rd January, 2025, without the presence of the Non-Independent Directors and Members of the Management, as required under
SEBI (LODR) Regulations, 2015 and the Companies Act 2013, to discuss on various important matters & evaluate the working culture of the Company / operations of the Management (Whole-Time Directors & KMPs).
23. DIRECTORS & KEY MANAGERIAL PERSONNEL
During FY 2024-25 the following changes occurred in the composition of the Board of Directors of the Company:
a. The Board of Directors, on the recommendation of Nomination & Remuneration Committee ("NRC") at their meeting held on 30th April, 2024 appointed Mr. Santosh Janakiram Iyer (DIN: 06801226) & Mr. Jitendra Panjabi (DIN: 01259252) as additional Independent Directors of the Company w.e.f. from 28th July, 2024 for the first term of five years. Their appointment was approved by the shareholders at 71st AGM held on 26th July, 2024.
b. The Board of Directors, on the recommendation of NRC Committee at their meeting held on 05th November, 2024 appointed Mr. Mihir Jayaraman (DIN:08000077) as an additional Independent Director of the Company w.e.f. from 09th November, 2024 for the first term of five years. His appointment was subsequently approved by the shareholders through Postal Ballot on 16th January, 2025.
c. On completion of second term as Independent Directors of the Company Mr. Rakesh N. Sapru (DIN: 02332414), Mr. K. Digvijay Singh, (DIN: 00004607) & Mr. Piyush K. Gupta, (DIN: 00963094) retired w.e.f. 27th July, 2024 and Mr. Gaurav M. Lalwani (DIN: 06928792) retired w.e.f. 09th November, 2024.
d. The Board of Directors once again expressed their gratitude to the retired Independent Directors for their contribution & support to the growth of the Organisation
e. Mrs. Nita Dempo Mirchandani (DIN: 01103973) was re-appointed as an Independent Director for second term of five years, effective from 10th November, 2024.
f. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee at their meeting held 01 st February, 2024
re-appointed Mrs. Ninotchka Malkani Nagpal as the whole Time Director and Executive Chairman of the Company for a period of three years effective from 07th May, 2024. Her appointment was thereafter ratified by the Shareholders at the subsequently held 71st Annual General Meeting on 26th July, 2024.
g. In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association (AoA), Dr. Deep A. Lalvani (DIN: 01771000), Non-Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for consideration of the Members of the Company at the forthcoming Annual General Meeting. The brief profile of Dr. Deep A. Lalvani is given in the Notice convening 72nd Annual General Meeting.
24. DIRECTORS PERFORMANCE EVALUATION
The annual evaluation process of the Board of Directors, individual Directors and Committees of the Board was conducted in accordance with the provisions of the Act and SEBI (LODR) Regulations, 2015. A structured questionnaire was prepared, after taking into consideration various aspects of the Board's functioning, composition, structure, effectiveness of the Board & Committee Meetings, execution & performance of specific duties, obligations & governance. The performance evaluation of the Board, of its own performance & that of its Committees and individual Directors, including the Executive Chairman and the Independent Directors was completed during the year under review. The NRC reviewed the performance of individual directors on the basis of criteria, such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and to the Board as a whole. The Board of Directors expressed their satisfaction with the evaluation process.
The evaluation process endorsed the Board's confidence in the ethical standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and in management navigating the various challenges faced from time to time and openness of the
management in sharing strategic information with the Board.
The manner of evaluation is explained in the Corporate Governance Report in Annexure - III.
25. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & (5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, hereby confirms that:
a. in preparation of the Annual Accounts for FY 2024-25, all the applicable Accounting Standards (AS) have been followed, along with proper explanation relating to material departures, if any;
b. the Directors have selected such accounting policies & practices and applied them consistently & made judgments and estimates, that are reasonable and prudent, so as to give a true & fair view of the state of affairs of the Company and of the profits of the Company for the year ended 31st March, 2025;
c. the Directors 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 & detecting fraud and other irregularities;
d. the Annual Accounts have been prepared on a going concern basis;
e. the Directors have laid down internal financial controls, to be followed by the Company and that such internal financial controls are adequate & were operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate & operating effectively.
26. BUSINESS RESPONSIBILITY & SUSTANABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility & Sustainability Report (BRSR), in the prescribed format, is annexed as Annexure VII and forms an integral part of this Report.
BRSR includes reporting on 09 (nine) principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business, as framed by MCA.
27. AUDIT COMMITTEE & ITS RECOMMENDATIONS
The composition of the Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.
The Audit Committee plays key role in providing assurance about financial statements to the Board of Directors. Significant audit observations, if any, and corresponding corrective actions, taken by the Management, are presented to the Audit Committee.
The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for, in this Report.
28. MEETINGS OF THE BOARD AND IT’S COMMITTEES
The Board / Committee meetings are prescheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arises, approval of the Board / Committee is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board / Committee meeting. In certain special circumstances, the 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 the Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI) on the Board meetings.
The Company held 07 (seven) Board meetings during FY 2024-25 and the details thereof are covered in the Corporate Governance Report, which is annexed to this Report as Annexure - III. The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority / charter.
The following Committees, constituted by the Board, function according to their respective roles and defined scope / charter:
a. Audit Committee (AC)
b. Nomination and Remuneration Committee (NRC)
c. Risk Management Committee (RMC)
d. Corporate Social Responsibility Committee (CSR)
e. Stakeholders' Relationship Committee (SRC)
The 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 part of the Annual Report for FY 2024-25.
29. KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel (KMPs) of the Company as on 31st March, 2025:
a. Mrs. Ninotchka Malkani Nagpal, Whole - Time Director (Executive Chairman)
b. Mr. Aditya T. Malkani, Whole - Time Director (Managing Director)
c. Mr. Vinayak M. Bhide, Company Secretary & Compliance Officer
d. Mr. Surya Kant Sethia, Chief Financial Officer (CFO)
30. AUDIT REPORT & AUDITORS a. STATUTORY AUDITORS
M/s. Walker Chandiok & Co. LLP Chartered Accountants, (FRN: 001076N / N500013), Mumbai, were re-appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years at the 67th Annual General Meeting (AGM) of the Members held on 22nd September, 2020, i.e. until the conclusion of the 72nd Annual General Meeting, on such remuneration, as may be mutually agreed upon by the Board of Directors and the Statutory Auditors.
Their remuneration is fixed annually, as recommended by the Audit Committee and approved by the Board of Directors.
The Report of the Statutory Auditor, forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments / explanations.
M/s. Walker Chandiok & Co. LLP will be completing their 2nd term of 5 consecutive years, as the Statutory Auditors of the Company on the conclusion of the 72nd Annual General Meeting . The Board of Directors acknowledges their services and thanks the Statutory Auditors for their support & co-operation.
The Board of Directors, on the recommendation of the Audit Committee, at its meeting held on 06th May 2025, has recommended the appointment of M/s. BSR & Co. LLP , Chartered Accountants (FRN :101248W/W-100022),Mumbai, for a first term of five consecutive years, commencing from the conclusion of the 72nd Annual General Meeting to be held on 15th July, 2025, till the conclusion of the 77th Annual General Meeting. This appointment is subject to the approval of the shareholders at the forthcoming 72nd Annual General Meeting scheduled to be held on 15th July, 2025. Pursuant to Regulation 36(5) of SEBI (LODR) Regulations, 201 5, the requisite details are given in the explanatory statement to the Notice convening 72nd Annual General Meeting.
b. SECRETARIAL AUDITOR & ITS REPORT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number:
P1996MH055800), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report is annexed herewith as Annexure - V. There are no qualifications, reservation and / or adverse remark in the said Report and therefore no explanations are provided in this Report.
Pursuant to Regulation 24A, the Board of Directors at their meeting held on 06th May, 2025 has recommended the appointment of M/s. N. L. Bhatia & Associates, (Unique Identification Number: P1996MH055800), a firm of Company Secretaries in Practice as the Secretarial Auditor of the Company for the first term of five consecutive years commencing from 01st April, 2025 till
31st March, 2030, subject to the approval of the Members at the 72nd Annual General Meeting. Pursuant to Regulation 36(5) of SEBI (LODR) Regulations, 2015, the requisite details are given in explanatory statement to the notice of convening 72nd Annual General Meeting.
c. COST AUDITOR & ITS REPORT
Pursuant to the provisions of Section 148 of the Companies Act, 201 3, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditor of the Company for FY 2024-25.
The brief information of the Cost Auditor and the Cost Audit Report is given below:
a. Name of the Cost Auditor: M/s. Kishore Bhatia & Associates
b. Address: 701/702, D-Wing, 7th Floor, Neelkanth Business Park, Nathani Road, Vidyavihar (West), Mumbai - 400 086, Maharashtra, India.
c. Membership No.: 31166
d. Firm Registration No.: 00294
e. Due date of submitting Cost Audit Report for FY 2023-24 by the Cost Auditor with the Company: Within 180 days from the end of the financial year (by 30th September, 2024)
f. Actual Date of filing of Cost Audit Report for FY 2023-24 with the Central Government: 09th August, 2024
The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as the Cost Auditors for the financial year 2025-26, as well. M/s. Kishore Bhatia & Associates have, under Rule 6(1 A) of the Companies (Cost Records and Audit) Rules, 2014, furnished a certificate of their eligibility and consent for the said appointment. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2025-26 is being placed before the Members at the ensuing Annual General Meeting, for ratification.
The cost records of the Company, as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, are duly prepared & maintained by the Company.
31. VIGIL MECHANISM & WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of SEBI (LODR) Regulations, 2015, the Company has framed a policy on Vigil Mechanism - cum - Whistle Blower, which enables any Director, Employee & Stakeholder of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairman of the Audit Committee, as a Protected Disclosure. The employees who join the Company are apprised of the availability of the said policy as part of their induction schedule. The policy also provides adequate safeguards against victimization of persons, who may use such mechanism.
The detailed policy is also posted on the Company's Intranet Portal "ADORHUB" and also onto its website at the following weblink: https://adorwelding.com/ wp-content/uploads/2021/07/Mechanism-For-Whistle-Blower-For-Stakeholders11.pdf
32. POLICY ON PREVENTION OF SEXUAL HARASSMENT
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 ("POSH Act") 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.
The Company is committed to provide a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all its employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act and is fully compliant of the Committee composition requirements.
Further, there were no complaints received by the Committee during the financial year 2024-25. The Company has also adopted a policy under the said Act, which is placed on its internal portal as well as on the website of the Company, which can be viewed at the following weblink: https:// adorwelding.com/wp-content/uploads/2023/09/ POSH-Policv-2023.pdf
33. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, dividends, if not claimed within / for a period of 07 (seven) years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Furthermore, IEPF Rules mandate the Companies, to transfer shares of the Members, whose dividends remain unpaid / unclaimed for a period of 07 (seven) consecutive years to the demat account of IEPF Authority. The said requirement does not apply to shares, in respect of which there is specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of shares.
In the light of the aforesaid provisions, the Company has, during the financial year 2024-25 under review, transferred to IEPF, the unclaimed dividend of Rs. 18,72,935/- pertaining to FY 2016-17. w.r.t. AWL & Rs. 14,94,471/- of erstwhile M/s. Ador Fontch Limited (ADFL). Further, 9,534 equity shares of the Company and 3,059 equity shares pertaining to erstwhile ADFL, in respect of which dividends were not claimed / remained unpaid for 07 (seven) consecutive years or more, have also been transferred to the demat account of IEPF Authority. The details of the transfer of unclaimed dividend to IEPF authority are provided in detail in the Corporate Governance Report, annexed as Annexure III, to this report.
A flow chart explaining the procedure in detail is given below:
1. Online Application to be filed vide Form IEPF-5 on MCA V3: Claimant to claim dividends and / or shares by filing the said Form IEPF-5 on MCA V3 Portal. Required documents to be attached.
2. Dispatch of documents to the Nodal/Deputy Nodal Officer of the Company: Claimant to dispatch hard copy of the self-attested Form IEPF-5 along with other requisite documents, to the Nodal/Deputy Nodal Officer of the Company at its registered office.
3. Upload proof of dispatch on MCA V3 Portal: Claimant to update date of dispatch and upload proof thereof, on MCA V3 Portal.
4. Submission of E-Verification Report by the Company: Within 30 days of receiving IEPF-5 claim, the Company is required to approve/ reject the claim by way of filing E-Verification Report on MCA V3 Portal.
5. IEPFA to release shares and/or dividends: Once the claim approved by the Company, gets approved by the IEPF Authority as well, the dividends and/or shares are electronically transferred by the Authority to the Claimant's bank and/or demat account.
Whilst the Company has already written to the Members, informing them about the due date for transfer of their shares to IEPF, the attention of the shareholders is once again drawn to this matter through the Annual Report. The data of unpaid / unclaimed dividend and shares is also available on the Company's website at www.adorwelding.com. Investors, who have not yet encashed their unclaimed / unpaid dividend amounts are requested to correspond with the Company's Registrar and Share Transfer Agent, at the earliest. Those Members / Shareholders, who do not remember / recollect having encashed their dividend, can also check the "List of Unpaid Dividends", posted on the website of the Company.
34. HUMAN RESOURCE (EMPLOYEES)
At ADOR, employee well-being is of utmost importance. The Company has a structured induction process at all its locations and undertakes training programs to upgrade skills / knowledge of its employees. Objective appraisal systems, based on key result areas (KRAs), are in place for its employees. ADOR believes in harnessing the potential of the employees, by providing them adequate training, opportunities and inclusive work culture, in order to achieve Company's goal, in line with the overall employee development. The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.
Disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report, as Annexure VI.
Statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any, is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and the Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said Statement is also open for e-inspection / physical inspection, 21 (twenty one) days before and up to the date of the ensuing 72nd Annual General Meeting, during business hours on any working day. Any Member interested in obtaining a copy of the same, may write to the Company Secretary. None of the employees, listed in the said Annexure, are related to any of the Directors of the Company or to each other. None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 2% (two percent) of the Equity Shares of the Company.
The on-roll manpower strength of the Company, as at the date of this Report, is 849.
35. MATERIAL TRANSACTIONS POST THE CLOSURE OF THE FINANCIAL YEAR
There were no material changes, affecting the financial position of the Company subsequent to the close of the financial year 2024-25, till 06th May, 2025 i.e. till the date of this report.
36. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY
The Board has adopted policies & procedures of governance for orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records and timely preparation of reliable financial disclosures. ADOR has an effective internal financial control system, which is constantly assessed and strengthened. The Company's internal financial control systems are commensurate with the nature of its business, the size and complexity of its operations.
The Internal Auditor reports to the Audit Committee. The Audit committee defines the scope and authority of the Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system
in the Company, its compliance with operating systems, accounting procedures and policies at all the locations of the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the corresponding corrective actions are, thereafter presented to the Audit Committee in its meeting, on a quarterly basis and as & when required.
37. REPORTING OF FRAUDS
There were no instances of fraud, during the financial year 2024-25, which required the Statutory Auditors to report to the Audit Committee and / or to the Board under Section 143(12) of the Act and Rules framed thereunder.
38. DISCLOSURE W.R.T. VALUATION
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the financial year under review.
39. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted Code of Conduct for Prevention of Insider Trading ("PIT") for dealing / trading in the Securities of the Company, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 201 8. The Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices is also uploaded on the website of the Company at the following weblink: https://adorwelding.com/ wp-content/uploads/2022/12/Code-of-practices-and-procedures-for-fair-disclosure-of-unpublished-price.pdf
All the Directors, employees and third parties such as auditors, consultants, vendors, traders, etc, who could have access to the Unpublished Price Sensitive Information (UPSI) of the Company, are governed by this code. The objective of PIT Code is to protect the interest of the shareholders at large, to prevent misuse of any unpublished price sensitive information and to prevent any insider trading activity, by / while dealing in shares of the Company, by / through its Designated Persons
and their immediate relatives. The trading window is closed during / around the time of declaration of results and occurrence of any material events, as per the Code. The Company Secretary & Compliance Officer, is responsible for setting forth procedures and implementation of the Code for trading in the Company's securities.
The Company periodically circulates informative e-mails on prevention of insider trading, Do's and Dont's, etc. to all the Designated Persons to familiarize, educate and sensitize them on the provisions of the Code and PIT Regulations. The Management also imparts trainings and workshops to the Designated Persons in order to create awareness on various aspects of the Code and the PIT Regulations. Various "In-person" sessions are organized to seek clarifications on the Code. These activities help the Designated Persons to ensure objective / compliances of the Regulations and the Code.
The Company has also maintained Structured Digital Database ("SDD") pursuant to the requirements of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015.
40. ENVIRONMENT, HEALTH & SAFTEY
Your Company is conscious of the importance of environmentally clean and safe operations. ADOR has undertaken various initiatives, which contribute towards sustainable development. Your Company strives to operate, after taking into consideration various environmental, social and governance initiatives / guidelines / laws, in order to achieve maximum output by optimum utilization of available resources, in environment friendly manner / ways.
The detailed explanation w.r.t. the intiatives taken by the Company from health & environment perspective are given in BRSR Report, annexed herewith as Annexure VII.
41. ANNUAL LISTING FEES
The Company affirms that the annual listing fees for the financial year 2025-26 have been paid to both M/s. National Stock Exchange of India Limited (NSE) and M/s. BSE Limited (Bombay Stock Exchange). Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL).
42. DESIGNATED PERSON FOR IDENTIFICATION OF SIGNIFICANT BENEFICIAL OWNER
Mr. Vinayak M. Bhide, Company Secretary and Compliance Officer of the Company has been appointed as the Designated Person, who shall be responsible for furnishing, identifying Significant Beneficial Owner and extending the cooperation for providing the information to the Registrar, pursuant to Rule 9(3) of the Companies (Management and Administration) Rules, 2014.
43. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion & Analysis Report (MDA) describing the Company's objectives, projections, estimates, expectations or predictions may contain "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially, from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.
44. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere gratitude and warm appreciation for the invaluable contribution and spirit of dedication shown by the employees, including that of the erstwhile Ador Fontech Limited (now M & R Division), along with the support staff, at all levels during FY 2024-25. Your Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Vendors, Suppliers, Service Providers, Bankers, various Government Organizations / Agencies & the Shareholders and look forward to their continued support & co-operation in future, as well.
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