Your Directors have pleasure in presenting this Thirteenth (13th) Direc¬
tors' Report along with the Audited Financial Statements for the Finan¬
cial Year ended March 31, 2025.
1. Highlights of financial performance:
Your Company's Standalone performance during the Financial Year
2024-25 as compared to that of the previous Financial Year 2023-24 is
summarized below:
Particulars Financial Year ended -
(Amount in lakhs)
31/03/2025 31/03/2024
|
Total Income
|
14,609.79
|
10,697.57
|
|
Profit before Exceptional and Ex¬
traordinary Item and Tax
|
3,293.68
|
2,400.13
|
|
Less: Prior period items and Extraor¬
dinary Item
|
(0.45)
|
-
|
|
Profit Before Taxation (PBT)
|
3,294.13
|
2,400.13
|
|
Less: Tax Expense
|
909.10
|
691.36
|
|
Profit After Taxation (PAT)
|
2,385.03
|
1,708.77
|
2. State of affairs of the company, its subsidiaries & joint ventures &
other associates/ review of operations.
Your company is primarily in the business of manufacturing and servic¬
ing of critical component systems and test facilities for submarines &
surface ships for The Indian Navy.
There has been no change in the nature of business of your Company
during the Financial Year 2024-25.
3. Capital expenditure
During the year the company incurred the capital expenditure of Rs.
1,356.62 lakhs on fixed assets.
4. Familiarisation programme for directors:
As a practice, all Directors (including Independent Directors) inducted
to the Board go through a structured orientation programme. Presen-
tations are made by Senior Management giving an overview of the op¬
erations, to familiarise the new Directors with the Company's business
operations. The Directors are given an orientation on the products of
the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk
management strategy of the Company.
During the year under review, no new Independent Directors were in¬
ducted to the Board.
5. Dividend:
The Board of Directors, in its Meeting held on May 29, 2024 has recom¬
mended a final dividend at 5% per equity share ('0.50 per share) on
the paid-up equity share capital of the Company, subject to approval of
shareholders.
Further the shareholders of the Company approved Final Dividend at
5% per equity share (0.50 per share) in the Annual General Meeting
held on September 30, 2024. The dividend was paid on or before Octo¬
ber 29 ,2024
Further, the Board of Directors, in its Meeting held on June 5, 2025 has
recommended a final dividend @ 5% per equity share ('0.50 per share)
on the paid-up equity share capital of the Company, subject to approval
of shareholders
6. Share capital and reserves:
a. Share capital:
The paid-up Equity Share Capital of the Company as on March
31, 2025 was Rs. 19,47,41,000/- divided into 1,94,74,100 equity
shares of Rs, 10/- each fully paid up.
*Further, the Company is in the process of a Follow on Public
Offer (FPO) involving the issue and allotment of up to 15,25,900
(Fifteen Lakh Twenty-Five Thousand Nine Hundred) equity
shares of the Company. We have obtained in-principle approv¬
al from BSE for the same and are in the process of filing the
Prospectus
b. Transfer to Reserves:
The company retained the entire surplus in the Profit and Loss
Account and hence no transfer to General Reserve was made
during the year.
7. Cash Flow Statements
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report.
8. Transfer of unpaid and unclaimed dividends to investor education
and protection fund
The Ministry of Corporate Affairs under Sections 124 and 125 of the Com¬
panies Act, 2013 requires dividends that are not encashed/ claimed by
the shareholders for a period of seven consecutive years, to be trans¬
ferred to the Investor Education and Protection Fund (IEPF). In FY 2024¬
25, there was no amount due for transfer to IEPF.
9. Subsidiary/ joint venture/ associate company
The Company does not have any Subsidiary, Joint venture or an Associ¬
ate Company.
10. Deposits:
During the year, the Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.
11. Change in the nature of business, if any:
During the year, there was no change in the nature of business of the
company.
12. Material changes and commitments after the reporting period
There have been no material changes and commitments, which affect
the financial position of the Company which have occurred between
the end of the FY and the date of this Report.
13. Significant and material orders
There are no significant and material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's
operations in future.
14. Corporate governance
In terms of SEBI (Listing Obligations and Disclosure Requirements) Reg¬
ulations, 2015 exempts companies which have listed their specified se¬
curities on SME Exchange from compliance with corporate governance
provisions.
Since the equity share capital of your Company is listed exclusively on
the SME Platform of BSE, the Company is exempted from compliance
with Corporate Governance requirements, and accordingly the report¬
ing requirements like Corporate Governance Report, Business Respon¬
sibility Report etc. are not applicable to the Company.
15. Extract of annual return:
The Annual Return of the Company as on 31st March, 2025 is available on
the website of the Company at https://cffdefensys.com/.
16. Scheme of Amalgamation / Arrangement:
During the Financial Year 2024-25, your Company has not proposed or
considered or approved any Scheme of Merger / Amalgamation / Take¬
over / Demerger or Arrangement with its Members and/or Creditors.
17. Details in Respect of Adequacy of Internal Financial Controls With
Reference to the Financial Statement:
In the opinion of the Board of Directors of your Company, adequate
internal financial controls are available, operative and adequate, with
reference to the preparation and finalization of the Financial Statement
for the Financial Year 2024-25.
18. Details of Application Made or any Proceeding Pending Under the
Insolvency and Bankruptcy Code, 2016, during the Financial Year
along with their status as at the end of the financial year:
During the Financial Year 2024-25, there was no application made and
proceeding initiated / pending by any Financial and/or Operational
Creditors against your Company under the Insolvency and Bankruptcy
Code, 2016.
As on the date of this Report, there is no application or proceeding
pending against your Company under the Insolvency and Bankruptcy
Code, 2016.
19. Details of difference between the amount of valuation at the
time of one-time Settlement and the valuation done at the time
of taking a loan from the banks or Financial institutions along
with the reasons thereof:
During the Financial Year 2024-25, the Company has not made any set¬
tlement with its bankers for any loan(s) / facility (ies) availed or / and
still in existence.
20. Particulars Of Loans, Guarantees And Investments Under Section
186 Of The Companies Act, 2013:
The Company has not given any loans, guarantees or made any invest¬
ments under section186 of the Companies Act, 2013
21. Board matters:
A. Directors' Responsibility Statement pursuant to section 134 of the
Companies Act, 2013
Your Board of Directors hereby confirms that:
i. In the preparation of the annual accounts of the Company for
the year ended March 31, 2025, the applicable accounting stan¬
dards had been followed along with proper explanation relating
to material departures, if any;
ii. the accounting policies selected were applied consistently and
the judgments and estimates made are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
company as at March 31, 2025 and of the profit of the company
for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provi¬
sions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern
basis;
v. adequate internal financial controls have been laid down, have
been followed and have been operating effectively;
vi. Proper systems have been devised to ensure compliance with
the provisions of all applicable laws and those systems have
been adequate and operating effectively.
B. Declaration of independent directors
The Company has received declarations from all its Independent Di-
rectors that they meet the criteria of Independence as laid down un¬
der Section 149(6) of the Companies Act, 2013 and Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Reg¬
ulations, 2015. Independent Directors have also confirmed that they
have complied with the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013. Independent Directors of the
company have registered their names in the Independent Director's Da¬
tabase maintained by the Indian Institute of Corporate Affairs (IICA).
C. Board meetings
During the financial year 2024-25, Board meetings were convened and
held on 29th May, 2024, July 23, 2024 05th September, 2024, 29th October,
2024, 07th November 2024, 11th January, 2025.
D. Criteria for performance evaluation
Performance evaluation criteria for Independent Directors
The performance evaluation criteria for independent directors are
determined by the Nomination and Remuneration committee. Factors
of evaluation include participation and contribution by a director,
commitment, effective deployment of knowledge and expertise,
integrity and maintenance of confidentiality and independence of
behavior and judgment.
Executive Directors
Performance of the Executive Directors is evaluated on broad criteria
such as contribution and value addition to the Board and Committees
thereof; contribution to the Company and management to achieve its
plans, goals, corporate strategy and risk mitigation; level of participation
in the Board and Committee meetings, etc. Director being evaluated
does not participate in the evaluation process. The performance of
Board as a whole is evaluated by the Independent Directors on the
basis of its duties and responsibilities as per terms of reference. The
Chairman's performance is evaluated by Independent Directors on the
above parameters after taking into account the views of Executive and
Non-Executive Directors.
E. Meeting of Independent Directors
A separate meeting of Independent Directors of the Company was held
on 24th March, 2025. At the meeting, the Independent of the company
reviewed the performance of the Non-Independent Directors and the
Board as a whole; reviewed the performance of the Chairman of the
Company, taking into account the views of the Executive and Non¬
executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform
its duties.
The Independent Directors expressed their satisfaction with the overall
performance of the Directors and the Board as a whole.
F. Directors
There were no Appointment/ Resignation/ Change in Designation of
directors during the year under review.
G. Retirement by Rotation
Mr. Sunil Menon, (DIN: 00409485) Managing Director retires by rotation
at the forthcoming Annual General Meeting and being eligible, offers
himself for reappointment and the resolution under item No.2 seeking
approval of the Members for his re-appointment has been incorporated
in the Notice convening the 13th Annual General Meeting of the Company
along with brief details about his.
H. Changes in Key Managerial Personnel
There were no Changes in Key Managerial Personnel during the year
under review.
Further Pursuant to the provisions of Section 2(51) and 203 of the
Companies Act, 2013, as on date of report, following are the Key
Managerial Personnel of the Company:
• Sunil Menon, Managing Director,
• Hitesh Birla, Chief Financial Officer and
• Sonika Mehta, Company Secretary and Compliance Officer.
I. Disclosures by Directors:
The Board of Directors has submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8
under Section 164(2) and declarations as to compliance with the Code
of Conduct of the Company.
Certificate of Non-Disqualification of Directors received from M/s. M
Rupareliya & Associates, Practicing Company Secretary is annexed to
the Board's Report as "Annexure VI".
J. Committees of the board:
a. Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013, our
board has constituted the Audit Committee vide Board Resolution dated
November 04, 2022 in accordance with the Section 177 of the Compa¬
nies Act, 2013. The audit committee comprises of:
The Committee is governed by a Charter, which is in line with the reg¬
ulatory requirements mandated by the Companies Act, 2013. Some of
the important functions performed by the Committee are:
|
Rajnish Prakash
|
Non-Executive
Independent Director
|
Chairman
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Priyanka Moondra
Rathi
|
Non-Executive
Independent Director
|
Member
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Sunil Menon
|
Managing Director
|
Member
|
Yes
|
Yes
|
Yes
|
Yes
|
The Committee is governed by a Charter, which is in line with the reg¬
ulatory requirements mandated by the Companies Act, 2013. Some of
the important functions performed by the Committee are:
Financial Reporting and Related Processes:
• Oversight of the Company's financial reporting process and fi¬
nancial information submitted to the Stock Exchanges, regulatory
authorities or the public.
• Reviewing with the Management, the Half Yearly Unaudited
Financial Statements and the Auditor's Limited Review Report
thereon / Audited Annual Financial Statements and Auditors' Re¬
port thereon before submission to the Board for approval. This
would, inter alia, include reviewing changes in the accounting
policies and reasons for the same, major accounting estimates
based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recom¬
mendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and
operational performance.
• Discuss with the Statutory Auditors its judgement about the qual¬
ity and appropriateness of the Company's accounting principles
with reference to the Accounting Standard (AS).
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualifica¬
tion for appointment on the Committee and possess sound knowledge
of finance, accounting practices and internal controls.
b. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of
Companies Act, 2013, our board has constituted Nomination and Remu¬
neration Committee vide Board Resolution dated November 04, 2022 in
accordance with the Section 178 of the Companies Act, 2013. The Nom-
Name of Director Category Position in the Attendance at the Nomination and
committee Remuneration Committee held on
|
29.05.2024
|
|
Priyanka Moondra Rathi
|
Non-Executive
Independent Director
|
Chairman
|
Yes
|
|
Rajnish Prakash
|
Non-Executive Non¬
Independent Director
|
Member
|
Yes
|
|
Gautam Makker
|
Non-Executive Director
|
Member
|
Yes
|
ination and Remuneration Committee comprises of:
The terms of reference of the Committee inter alia, include the following:
• Succession planning of the Board of Directors and Senior Man¬
agement Employees;
• Identifying and selection of candidates for appointment as Direc¬
tors / Independent Directors based on certain laid down criteria;
• Identifying potential individuals for appointment as Key Manage¬
rial Personnel and to other Senior Management positions;
• Formulate and review from time to time the policy for selection
and appointment of Directors, Key Managerial Personnel and se¬
nior management employees and their remuneration;
• Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved
by the Board.
The Company has formulated a Remuneration Policy which is annexed
to the Board's Report in "Annexure VII".
c. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178(5) of
Companies Act, 2013, our board has constituted the Stakeholders Re¬
lationship Committee vide Board Resolution dated November 04, 2022
in accordance with the Section 178 of the Companies Act, 2013. The
Name of Director Category Position in the Attendance at the Stakeholders
committee Relationship Committee held on
|
29.05.2024
|
|
Priyanka Moondra Rathi
|
Non-Executive
Independent Director
|
Chairman
|
Yes
|
|
Rajnish Prakash
|
Non-Executive
Independent Director
|
Member
|
Yes
|
|
Gautam Makker
|
Non-Executive Director
|
Member
|
Yes
|
Stakeholders Relationship Committee comprises of:
The terms of reference of the Committee are:
• transfer/transmission of shares/debentures and such other secu¬
rities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/debentures and
other securities reported lost, defaced or destroyed, as per the
laid down procedure;
• issue new certificates against subdivision of shares, renewal,
split or consolidation of share certificates / certificates relating to
other securities;
• issue and allot right shares / bonus shares pursuant to a Rights
Issue / Bonus Issue made by the Company, subject to such ap¬
provals as may be required;
• to grant Employee Stock Options pursuant to approved Employ¬
ees' Stock Option Scheme(s), if any, and to allot shares pursuant
to options exercised;
• to issue and allot debentures, bonds and other securities, subject
to such approvals as may be required;
• to approve and monitor dematerialization of shares / debentures
/ other securities and all matters incidental or related thereto;
• to authorize the Company Secretary and Head Compliance / other
Officers of the Share Department to attend to matters relating to
non-receipt of annual reports, notices, non-receipt of declared
dividend / interest, change of address for correspondence etc.
and to monitor action taken;
• monitoring expeditious redressal of investors / stakeholders
grievances;
• all other matters incidental or related to shares, debenture
During the year, Four (4) complaints were received from shareholders/
Stakeholders and the same has been resolved within the stipulated
time. Further there are no balance complaints.
The Company had no share transfers pending as on March 31, 2025.
d. The Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee, as per Section 135 of
Companies Act, 2013, our board has constituted the CSR Committee
vide Board Resolution dated November 04, 2022 in accordance with
the Companies Act, 2013. The Corporate Social Responsibility Commit¬
tee comprises of:
Name of Director Category Position Attendance at the Corporate Social
in the Responsibility Committee held on
committee 29.05.2024
|
Sunil Menon
|
Managing Director
|
Chairman
|
Yes
|
|
Gautam Makker
|
Non- Executive Director
|
Member
|
Yes
|
|
Prakash Rajnish
|
Non-Executive Independent Director
|
Member
|
Yes
|
The terms of reference of the Committee are:
• Formulation of a corporate social responsibility policy to the
Board, indicating the activities to be undertaken by the Company
in areas or subject specified in the Companies Act, 2013. The ac¬
tivities should be within the list of permitted activities specified
in the Companies Act, 2013 and the rules thereunder;
• Recommending the amount of expenditure to be incurred,
amount to be at least 2% of the average net profit of the Compa¬
ny in the three immediately preceding financial years or where
the Company has not completed the period of three financial
years since its incorporation during such immediately preceding
financial years;
• Instituting a transparent monitoring mechanism for implementa¬
tion of the corporate social responsibility projects or programs or
activities undertaken by the Company;
• Monitoring the corporate social responsibility policy from time to
time and issuing necessary directions as required for proper im¬
plementation and timely completion of corporate social respon¬
sibility programmes;
• Identifying corporate social responsibility policy partners and cor¬
porate social responsibility policy programmes; Identifying and
appointing the corporate social responsibility team of the Com¬
pany including corporate social responsibility manager, wherever
required; and Performing such other duties and functions as the
Board may require the Corporate Social Responsibility Committee
to undertake to promote the corporate social responsibility activi¬
ties of the Company or as may be required under applicable laws.
e. The Follow On Public Offer Committee:
Our Board has constituted the FPO Committee vide Board Resolution
dated November 07, 2024. The FPO Committee comprises of following
members:
The Company Secretary shall act as the secretary of the FPO Committee.
Name of the Nature of Directorship Designation
Directors in Committee
|
Sunil Menon
|
Managing Director
|
Chairman
|
|
Gautam Makker
|
Chairman & Non- Executive Director
|
Member
|
|
Hitesh Birla
|
Chief Financial Officer
|
Member
|
The terms of reference of the FPO Committee include the following:
• Approving amendments to the memorandum of association and
the articles of association of the Company;
• Approving all actions required to dematerialize the Equity Shares,
including seeking the admission of the Equity Shares into the
Central Depository Services (India) Limited (the "CDSL") and the
National Securities Depository Limited (the "NSDL");
• Finalizing and arranging for the submission of the Draft Prospec¬
tus ("DP") and the Prospectus ("Prospectus") and any amend¬
ments, supplements, notices or corrigenda thereto, to appropri¬
ate government and regulatory authorities, institutions or bodies;
• Approving a code of conduct as may be considered necessary by
the Board or the FPO Committee or as required under Applicable
Laws for the Board, officers of the Company and other employees
of the Company;
• Issuing advertisements as it may deem fit and proper in accor¬
dance with Applicable Laws;
• Approving suitable policies, including on insider trading, whistle
blower/vigil mechanism, risk management and other corporate
governance requirement that may be considered necessary by
the Board or the FPO Committee or as may be required under
Applicable Laws in connection with the Offering;
• Deciding on the size and all other terms and conditions of the Of¬
fer and/or the number of Equity Shares to be offered in the Offer,
including Reservation, Green Shoe Option and any rounding off in
the event of any oversubscription as permitted under Applicable
Laws;
• Taking all actions as may be necessary or authorized in connec¬
tion with the Offer;
• Appointing and instructing Lead Manager, placement agents,
bankers to the Offer, the registrar to the Offer, bankers of the
Company, managers, underwriters, guarantors, escrow agents,
accountants, auditors, legal counsel, depositories, trustees, cus¬
todians, credit rating agencies, advertising agencies and all such
persons or agencies as may be involved in or concerned with the
Offer and whose appointment is required in relation to the Offer,
including any successors or replacements thereof;
• Opening bank accounts, share/securities accounts, escrow or cus¬
todian accounts, in India or abroad, in Rupees or in any other
currency, in accordance with Applicable Laws;
22. Transfer of shares and unclaimed dividend to Investor Education
and Protection Fund (IEPF):
During the year under review, your Company has not transferred any
unclaimed amount and shares lying with the Company for a period
of seven years to the Investor Education and Protection Fund (IEPF) in
compliance with the applicable provisions of the Companies Act, 2013.
23. Auditors:
a. Independent Auditors: M/S. V. N. Purohit & Co., Chartered Ac¬
countants - Firm Registration No. 304040E Statutory Auditors of
the Company were appointed at the 10th Annual General Meeting
of the Company held on September 30, 2022 for a period of five
years. Accordingly, M/S. V. N. Purohit & Co., will complete their
term and tenure as envisaged in Section 139 of the Companies
Act, 2013 at the conclusion of this Annual General Meeting to be
held in the year 2026.
b. Cost Auditor: During the year i.e. 2024-25 under review, Cost
audit was not applicable to us.
Further, for the year ended March 31, 2025, the company has an
overall annual turnover of ^145 Crore (One hundred and Forty
Fiver Crore), which exceeds the criteria laid down under Section
148, i.e., ^100 crore. Therefore, according to the provisions of
Section 148 of the Companies Act 2013, the company will get its
Cost Records Audited for the Financial Year 2024-25.
c. Secretarial auditor: During the year under review, the Board
of Directors, on the recommendation of the Audit Committee,
has appointed M Rupareliya & Associates, a practicing company
secretary, as Secretarial Auditor to conduct the secretarial audit
of the Company for the financial year 2024-25.
The company in its Board meeting held on dated 29th May 2024,
has reappointed M Rupareliya & Associates, a practicing com¬
pany secretary, as Secretarial Auditor to conduct the secretarial
audit of the Company for the financial year 2024-25. They have
confirmed their eligibility for the re-appointment.
24. Independent auditors' report:
The Statutory Auditor's report to the Members on the financial state¬
ment for the year ended March 31, 2025 does not contain any qualifica¬
tion, reservation, adverse remark or any disclaimer.
25. Reporting of fraud:
During the year under review, there were no instances of frauds report¬
ed by Auditors under Section 143(12) of the Companies Act, 2013.
26. Credit Rating
During the year under review, the Company obtained a credit rating
from CRISIL Ratings, which assigned a 'CRISIL BBB/Positive/CRISIL A3 '
rating to the bank facilities of CFF Fluid Control Limited (CFFFCL).
27. Management discussion and analysis Report
A detailed review of operations, performance and future outlook of
your Company and its businesses is given in the Management Discus¬
sion and Analysis, which forms part of this Report as stipulated under
Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Re¬
quirements) Regulations, 2015 details are given in Annexure -IV to this
Report.
28. Compliance with Secretarial Standards
The Company has complied with Secretarial Standards notified by the
Institute of Company Secretaries of India.
29. Conservation of energy, technology absorption and foreign
exchange earnings and outgo
The Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Ac¬
counts) Rules, 2014, is annexed herewith as Annexure - I to this Report.
30. Particulars of contracts or arrangements with related parties
referred to in Sub-section (1) of section 188 of the companies act,
2013:
All related party transactions entered by the Company during the financial
year 2024-25 with related parties were on arm's length basis and in the
ordinary course of business. No material related party transactions / ar¬
rangements were entered into during the financial year by the Company.
The particulars of transactions with related parties referred in section
188(1) of the Companies Act, 2013 entered by the Company during the
financial year ended March 31, 2025 in Form AOC-2 is annexed herewith
as Annexure -II to this Report.
The details of the transactions with related parties were also provided
in the notes to the financial statements.
31. Risk management policy
Your company recognizes Risk Management as a very important part
of business and has kept in place necessary policies, procedures and
mechanisms. The company proactively identifies monitors and takes
precautionary and mitigation measures in respect of various risks that
threaten the operations and resources of the company.
The Risk Management Policy of the company is available at the link
https://cffdefensys.com/investors/.
32. Vigil mechanism policy
Pursuant to the provisions of Section 177 (9) and (10) of the Companies
Act, 2013 a Whistle Blower policy has been established. The policy is
available at the website link https://cffdefensys.com/investors/.
33. Corporate social responsibility (CSR) activities during the year
2024-25:
During the year 2024-25, the Company has in place a CSR policy laid
down in accordance with the provisions of Companies Act, 2013 and
rules made thereunder. The Company under its CSR policy, affirms its
commitment of seamless integration of marketplace, workplace, en¬
vironment and community concerns with business operations by un¬
dertaking activities / initiatives that are not taken in its normal course
of business and/or confined to only the employees and their relatives
and which are in line with the broad-based list of activities, areas or
subjects that are set out under schedule VII of the Companies Act, 2013.
The company has spent an amount of Rs. 32,60,000 on CSR activities as
specified in Schedule VII of the Companies Act, 2013, against the 2% of
average profit for the last three years.
The company has spent an amount of Rs. 8,50,000 to Matoshri Jaya-
ben Himmatlal Shah Charitable Trust for use in their efforts towards
empowering lives through education, healthcare, and empowerment
initiatives, bringing hope to the underprivileged
The company has spent an amount of Rs 24,10,000 to Keshavlal V
Bodani Education Foundation for use in their efforts towards providing
greater access and quality in education and rehabilitation services to
children with disability.
Details of CSR activities are given in Annexure - III to this Report.
34. Significant Regulatory Or Court Orders:
During the Financial Year 2024-25 and thereafter till the date of this
Report, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going
concern status of your Company and its operations in future.
35. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
During the year under review, there were no cases received / filed pur¬
suant to the provisions of the Sexual Harassment of Women at Work¬
place (Prevention, Prohibitions and Redressal) Act, 2013.
a. number of complaints of sexual harassment received in the year
: NIL
b. number of complaints disposed during the year : NIL
c. number of cases pending for more than ninety days : NIL
36. Disclosure of significant and material orders passed by regulators
etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 .
During the year under review, there were no significant or material
order(s) passed by the Regulators / Courts or Tribunals which would im¬
pact the going concern status of the Company and its future operations.
37. Disclosure of internal financial control systems and their adequacy
Rule 8(5)(viii) of the Companies (Accounts) Rules 2014
Our company has in place adequate internal financial controls with ref¬
erence to financial statements. The Board has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its busi¬
ness, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and aid in the timely prepara¬
tion of reliable financial statements.
38. Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013,
the Annual Return in Form MGT-7 is available on the company's weblink
https://cffdefensys.com/investors/ .
39. Remuneration of directors and employees and related disclosures
Remuneration is paid to directors and employees in accordance
with the remuneration policy of the company and applicable
statutory provisions.
The information required under Section 197 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
is given below.
a. The median remuneration of employees of the Company during
the financial year is Rs. 23,900/-
b. Percentage decrease in the median remuneration of employees
in the financial year 2024-25: 9.46%
c. Number of permanent employees on the rolls of the Company as
on March 31, 2025: 245 (Two Hundred and Forty-Five).
d. It is hereby affirmed that the remuneration paid during the year
is as per the Remuneration policy of the Company.
e. There is no employee covered under the provisions of section
197(14) of the Companies Act, 2013.
There was no employee in the Company who drew remuneration of Rs.
1,00,00,000/ - per annum during the period under review. Hence, the
Company is not required to disclose any information as per Rule 5(2) of
the Companies (Appointment and Remuneration) Rules, 2014.
40. Listing on stock exchanges
The Company's Equity shares are listed on BSE SME Platform (Scrip Code:
543920) and the Listing Fees has been paid to them up to date.
41. Policies of The Company:
The Companies Act, 2013 read with the Rules framed thereunder and
the Securities and Exchange Board of India (Listing Obligations and Dis¬
closure Requirements) Regulations, 2015 ("Listing Regulations") have
mandated the formulation of certain policies for listed and/ or unlist¬
ed companies. All the Policies and Codes adopted by your Company,
from time to time, are available on the Company's website viz., https://
cffdefensys.com/investors/. pursuant to Regulation 46 of the Listing
Regulations. The Policies are reviewed periodically by the Board of Di¬
rectors and its Committees and are updated based on the need and
new compliance requirements.
42. Human Resources and Industrial relations
Your directors thank all the employees for their cooperation and the con¬
tribution towards harmonious relationship and progress of the company.
43. Prevention of insider trading:
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended,
the Company has formulated and adopted the revised "Code of Conduct
for Prevention of Insider Trading" ("the Insider Trading Code"). The ob¬
ject of the Insider Trading Code is to set framework, rules and proce¬
dures which all concerned persons should follow, while trading in listed
or proposed to be listed securities of the Company. During the year, the
Company has also adopted the Code of Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("the Code") in
line with the SEBI (Prohibition of Insider Trading) Amendment Regula¬
tions, 2018. The Code is available on the Company's website - https://
cffdefensys.com/investors/ .
44. Depository System:
Your Company's Equity Shares are available for dematerialization
through National Securities Depository Limited (NSDL) and Central De¬
pository Services (India) Limited (CDSL). The ISIN Number of your Com¬
pany for both NSDL and CDSL is INE0NJ001013.
45. Research and development:
Your Company works with the purpose of constant innovation to im¬
prove farmer productivity and thereby to help in feeding the nation.
It continues to focus and invest significantly on cutting edge Research
& Development (R&D) initiatives and strongly believes that productive
R&D is a key ingredient for the Company's success and growth.
46. Cautionary statement:
Statements in the Directors' Report and the Management Discussion
and Analysis Report describing the Company's objectives, projections,
expectations, estimates or forecasts may be forward-looking within the
meaning of applicable laws and regulations. Actual results may differ
substantially or materially from those expressed or implied therein due
to risks and uncertainties. Important factors that could influence the
Company's operations, inter alia, include global and domestic demand
and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws,
economic, political developments within the country and other factors
such as litigations and industrial relations.
47. Appreciation:
Our Directors wish to place on record sincere appreciation for the sup¬
port and co-operation received from various Central and State Govern¬
ment Departments, organizations and agencies. Your Directors also
gratefully acknowledge all stakeholders of your Company, viz., Share¬
holders, customers, dealers, vendors, banks and other business part¬
ners for excellent support received from them during the Financial Year
under review. Your Directors also express their genuine appreciation to
all the employees of the Company for their unstinted commitment and
continued contribution to the growth of your Company.
For and on behalf of the Board of Director of CFF Fluid Control Limited
Sd/- Sd/-
Sunil Menon Gautam Makker
Managing Director Chairman
DIN: 00409485 DIN: 00354956
Place: Mumbai
Date: 05th June, 2025
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