GSP Crop Science Ltd.-இன் இயக்குநர் அறிக்கை
The Board of Directors present the Company''s 41st Annual Report on business and operations and Company''s
Audited Financial Statements for the Financial Year ended on March 31, 2026.
As our valued partners in the Company, we share our vision for growth with you. Our core principles combine
realism and optimism, which have been, and will continue to be, the driving force behind all our future efforts.
The summary of financial highlight is given below:
FINANCIAL RESULTS
The Company''s financial performance (Standalone and Consolidated) for the financial year ended on March 31,
2026 is summarised below:
|
Particulars |
Standalone Consolidated |
|||
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
|
|
Revenue from Operations |
16,059.06 |
14,086.94 |
15,171.06 |
12,873.85 |
|
Profit before Finance Cost, Depreciation and Amortization |
1,673.21 |
1,506.68 |
1,943.40 |
1,640.33 |
|
Less: Depreciation and Amortization Expenses |
163.84 |
192.54 |
302.88 |
234.13 |
|
Less: Finance Cost |
320.52 |
298.26 |
368.70 |
309.39 |
|
Profit / (Loss) Before Tax - Continue Operation |
1,188.85 |
1,015.88 |
1,271.82 |
1,096.81 |
|
Less: Tax Expense |
290.50 |
259.98 |
324.71 |
282.61 |
|
Profit after Tax (PAT) - Continue Operation |
898.35 |
755.90 |
947.11 |
814.20 |
|
Profit / (Loss) Before Tax - Discontinue Operation |
- |
9.59 |
- |
9.59 |
|
Less: Tax Expense - Discontinued Operation |
- |
2.42 |
- |
2.42 |
|
Profit after Tax (PAT) - Discontinued Operation |
- |
7.17 |
- |
7.17 |
|
Profit after Tax (PAT) - Continue & Discontinued Operation |
898.35 |
763.07 |
947.11 |
821.37 |
|
Other Comprehensive Income / (Expenses) |
(1.89) |
(12.84) |
7.75 |
(12.63) |
|
Total Comprehensive Income / (Expenses) for the year |
896.46 |
750.23 |
954.86 |
808.74 |
DIVIDEND
Your Directors are pleased to recommend a final
Dividend of 10% for the year ended March 31, 2026, i.e.
'' 1 for each Fully Paid Up Equity Share of '' 10/- each.
Dividend is subject to approval of members at the
ensuing Annual General Meeting ("AGM").
The dividend recommended is in accordance with the
Company''s Dividend Distribution Policy. The Dividend
Distribution Policy of the Company is available on
the Company''s website and can be accessed at
https://www.gspcrop.in/investors/policies
Since there was no unpaid/ unclaimed dividend
declared and paid last year, the provisions of Section
125 of the Companies Act, 2013 pertaining to Investor
Education and Protection Fund does not apply to the
Company.
RESULTS OF OPERATIONS & STATE OF COMPANY''S
AFFAIRS
The revenue from operations of your Company
on Standalone basis increased by 14.00% from
'' 14,086.94 Millions in the previous financial year -
FY 24-25 to '' 16,059.06 millions in the current financial
year - FY 25-26. On a Standalone basis, Profit for the
period from Continuing and Discontinued Operations
for the financial year ended March 31, 2026 is '' 898.35
millions as against Profit after tax of '' 763.07 Millions in
the previous financial year.
The revenue from operations of your Company
on Consolidated basis increased by 17.84% from
''12,873.85 Millions in the previous financial
year-FY 24-25 to ''15,171.06 millions in the current
financial year-FY 25-26. The Consolidated Profit for the
period from Continuing and Discontinued Operations
for the financial year ended March 31, 2026 is '' 947.11
millions as against Profit after tax of '' 821.37 Millions in
the previous financial year.
Revenue from operations has increased mainly due
to growth in Domestic B2C, B2B & Export business
driven by increase in volumes of products and strong
performance of key brands.
During the year, there has been no change in the nature
of business.
As of 31-03-2026, Company has secured a total of 75
patents, highlighting the strong innovation driven
approach and sustained focus on R&D and the
continuous strengthening of intellectual property
portfolio.
During FY 2025-26, 3 patents were granted to the
Company.
The expanding patent portfolio strengthens the
Group''s competitive advantage, supports product
innovation, and enhances long term value creation for
stakeholders.
The Company''s Property, Plant & Equipment, Stocks,
and other assets having insurable interest are
adequately covered under the Industrial All Risk
Insurance Policy and other applicable insurance
covers.
Further, the Company maintains a comprehensive
insurance portfolio comprising Marine Insurance,
Public Liability Act Insurance, Directors & Officers
Liability Insurance, Commercial General Liability
Insurance, Domestic Trade Credit Insurance, and
Global Trade Credit Insurance policies to safeguard
against operational, contractual, statutory, financial,
and employee benefit-related risks, including liabilities
arising on Directors & Officers.
Pursuant to Regulation 34(3) read with Schedule
V of the Listing Regulations, separate reports on
Management Discussion & Analysis and Corporate
Governance together with a certificate from the
Practicing Company Secretary form part of this Report.
Your Company is committed to maintain the highest
standards of Corporate Governance, reinforcing the
valuable relationship between the Company and
its Stakeholders. A detailed report on Corporate
Governance is annexed as "Annexure F" to this Report
alongwith the Auditors'' Certificate on its compliance
by the Company.
INITIAL PUBLIC OFFERING (IPO) & LISTING OF THE
COMPANY
During the year under review, the Company successfully
completed Initial Public Offering (IPO) of 12,500,000
Equity Shares of Face Value of ''10 Each of the
Company for Cash at a Price of ''320 Per Equity Share
(Including a Share Premium of ''310 per Equity Share)
aggregating to ''4,000.00 Million. The Offer comprised
of a Fresh Issue of 7,500,000 Equity Shares by our
Company aggregating to ''2,400.00 Million (The Fresh
issue) and an Offer for Sale of 5,000,000 Equity Shares
aggregating to ''1,600.00 Million. The issue was fully
subscribed and the equity shares of Company were
listed on BSE Limited and National Stock Exchange
of India Limited (NSE) pursuant to IPO, effective from
24th March, 2026. The listing has enhanced transparency,
liquidity, and stakeholder value.
Consequently, the issued, subscribed and paid-
up share capital of the Company was ''465.1875
Million comprising of 46,518,750 equity shares of face
value of ''10/- each as on 31 March 2026, as against
''390.1875 Million comprising of 39,018,750 equity shares
of face value of '' 10 each as on 31 March 2025. The
Company has only one class of equity shares. The
Company had appointed CRISIL Ratings Limited, as
the Monitoring Agency pursuant to Regulation 41 of
the Securities and Exchange Board of India (Issue of
Capital & Disclosure Requirements) Regulations, 2018,
as amended, to monitor the utilisation of IPO proceeds.
Further, as required under the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''SEBI Listing
Regulations''), the Company has submitted the reports
received from CRISIL Ratings Limited for the quarter
ended 31 March 2026 to the Stock Exchanges, and the
Company will continue to submit the same to the Stock
Exchanges till the full utilisation of total amount raised
by the Company through the IPO. The proceeds of the
IPO are being utilised as per the objects of the offer as
disclosed in the Company''s Prospectus.
Authorised Share Capital of the Company as on March
31, 2026 was ''500,000,000/- and Paid - up capital
was ''465,187,500/-. During the year under review, the
Company has raised capital by way of Initial Public
Offering (IPO) comprising aggregating to 12,500,000
Equity Shares of face value ''10 each aggregating
to ''4,000.00 million consisting of Fresh Issue size
of 7,500,000 Equity Shares of face value ''10 each
aggregating to ''2,400.00 million and Offer for Sale
component of 5,000,000 Equity Shares of face value
''10 each aggregating to '' 1,600.00 million.
SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES
The Company has the following subsidiaries:
|
Sr. No. |
Name of the Subsidiary |
Status |
|
1 |
GSP Intermediates Private Limited |
Subsidiary |
|
2 |
Rajdhani Petrochemicals Private Limited |
Wholly-Owned Subsidiary |
|
3 |
GSP Agroquimica Do Brasil LTDA |
Wholly-Owned Subsidiary |
There are no Associates / Joint ventures of the Company
Details of performance and financial position of the
subsidiary companies are given in Form AOC-1 as
Annexure-D.
The Board of Directors of the Company has approved
a Policy for determining material subsidiaries, which is
in line with the Listing Regulations as amended from
time to time. The policy is available on our website at
https://www.gspcrop.in/investors/policies.
The Company has one material subsidiary company -
Rajdhani Petrochemicals Private Limited.
The Company has not accepted or renewed any
amount falling within the purview of provisions of
Sections 73 of the Companies Act, 2013 (The Act)
read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the
requirement for the furnishing of details of Deposits
which are not in compliance with the Chapter V of the
Act is not applicable.
MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments, affecting
the financial position of the Company have occurred
between the Financial Year ended March 31, 2026 and
date of this Director''s Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the current financial year, there were no
retirement or resignation.
In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Shail Jayesh
Shah (DIN: 07543594) retires by rotation at the ensuing
Annual General Meeting and being eligible, offers
himself for re-appointment. The Board of Directors,
on the recommendation of the Nomination and
Remuneration Committee ("NRC"), has recommended
his re-appointment for your approval.
There were no changes during the year in the Directors
and KMP of the Company.
Cessation of Tenure of Independent Director
During the year under review, there has been no
cessation in the tenure of Independent Directors.
None of the Directors of your Company is disqualified as
per provisions of Section 164(2) of the Companies Act,
2013. Your Directors have made necessary disclosures
to this effect as required under Companies Act, 2013.
Declaration by Independent Directors
The Company has received necessary declarations
from each Independent Director under Section 149(7)
of the Companies Act, 2013 and under Regulation 25(8)
of Listing Regulations, that he/she meets the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of Listing
Regulations, respectively.
In terms of provisions of Section 150 of the Companies
Act, 2013 read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Amendment
Rules, 2019 the Independent Directors of the Company
have registered themselves with the Indian Institute
of Corporate Affairs, Manesar (''IICA''). The Board is
also of the opinion that the Independent Directors so
appointed possess integrity, expertise and requisite
experience (including the proficiency).
Key Managerial Personnel (KMP)
As on the date of this report, the following are the Key
Managerial Personnel ("KMPs") of the Company as per
Sections 2(51) and 203 of the Companies Act, 2013:
1. Mr. Bhavesh Shah-Chairman & Managing Director
2. Mr. Tirth Shah-Whole-time Director designated as
Executive Director-International Business
3. Mr. Shail Shah-Whole-time Director designated as
Executive Director-Finance & CFO
4. Mr. Mehul Pandya-Whole-time Director designated
as Executive Director-Operations
5. Mr. Kamleshbhai D. Patel-Company Secretary &
Compliance Officer
Further note that none of the Directors of your Company
mentioned above draws remuneration or commission
from subsidiary companies-Rajdhani Petrochemicals
Private Limited or GSP Intermediates Private Limited.
This may be treated as Disclosure with reference to
Section 197(14) of the Companies Act, 2013.
During the year under review, seven Board Meetings,
eight Audit Committee Meetings, one Stakeholders
Relationship Committee Meeting, three Nomination
and Remuneration Committee Meetings, two Corporate
Social Responsibility Committee Meetings, one Risk
Management Committee Meeting and one Separate
Meeting of Independent Directors were held. During the
year, resolutions were also passed by way of circular by
the Management Committee of Board of Directors and
Stakeholders Relationship Committee. The intervening
gaps between the Board and Committee Meetings were
within the period prescribed under the Companies Act,
2013 and Listing Regulations.
COMPOSITION OF VARIOUS COMMITTEES
Details of various committees constituted by the Board
as per the provisions of Companies Act, 2013 and
Listing Regulations and their meetings are given in the
Corporate Governance Report which forms a part of
this report.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on March 31, 2026
without attendance of Non-Independent Directors
and Members of the Management. The Independent
Directors reviewed the performance of Non¬
Independent Directors and Board as a whole 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 their duties.
PERFORMANCE EVALUATION OF THE BOARD OF
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of Listing Regulations, the Board has
carried out an annual performance evaluation of its
own performance, the directors individually as well as
the evaluation of the working of its committees. The
manner in which the evaluation was carried out has
been explained in the Corporate Governance Report
which forms a part of this report.
FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS
In compliance with the requirements of Listing
Regulations, the Company has put in place a
Familiarisation Programme for Independent Directors
to familiarise them with the working of the Company,
their roles, rights and responsibilities vis-a-vis
the Company, the industry in which the Company
operates, business model etc., alongwith updating
them in respective Board / Committee Meetings
on a regular basis. The policy on Familiarisation
Programme is uploaded on the website of the Company
https://www.gspcrop.in/investors/policies.
The Company has conducted the familiarisation
programme for Independent Directors of the Company,
details for the same have been disclosed on the
Company''s websitehttps://www.gspcrop.in/investors/
other-disclosures.
The Company recognises and embraces the importance
of a diverse board in its success. The Company believes
that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional
and industry experience, cultural and geographical
background, age, ethnicity, race and gender, which will
help the Company to retain its competitive advantage.
The Board has adopted the Board Diversity Policy
which sets out the approach to diversity of the Board
of Directors. The policy is available on our website at
https://www.gspcrop.in/investors/policies.
The Company has voluntary implemented Risk
Management System. The Board of the Company has
constituted a Risk Management Committee to frame,
implement and monitor the risk management plan
for the Company. The said committee is responsible
for reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional
oversight in the areas of financial risks and controls.
The details pertaining to the composition of the Risk
Management Committee are included in the Corporate
Governance Report, which is a part of this report.
The Risk Management Policy is available on the website
of the Company athttps://www.gspcrop.in/investors/
policies.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR")
Committee''s prime responsibility is to assist the Board
in discharging its social responsibilities by way of
formulating and monitoring implementation of the
objectives set out in the ''Corporate Social Responsibility
Policy'' ("CSR Policy"). The CSR Policy of the Company,
inter alia, covers CSR vision and objective and also
provides for governance, implementation, monitoring
and reporting framework.
The CSR Policy may be accessed on the Company''s
website athttps://www.gspcrop.in/investors/policies.
During the year under review, the Company was
required to spent '' 12.00 millions based on the 2% of
the average net profit of last three financial years on
CSR activities. Accordingly, the Company has spent
'' 12.80 millions.
The Annual Report on CSR activities as stipulated
under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed herewith and marked as
Annexure A to this Report.
AUDITORS:A. Statutory Auditors
M S K C & Associates LLP, Chartered Accountants
(Firm Registration No. 001595S) were appointed
for first term as Statutory Auditors of the Company
for a period of 5 years effective from FY 24-25
for the period from 1.4.2024 to 31.3.2029 from the
conclusion of the 39th Annual General Meeting till
the conclusion of the 44th Annual General Meeting
pursuant to the provisions of Section 139, 142 of the
Companies Act, 2013 ("Act").
The report of the Statutory Auditors alongwith
the Notes and schedules forms part of the Annual
Report. The remarks of the Statutory Auditors, if
any are self-explanatory in nature and have been
elaborated in Notes to Accounts.
B. Cost Auditors
Pursuant to the provisions of Section 148 of
the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014 as amended
from time to time, M/s. Dalwadi & Associates
(FRN: 000338/M-8996), Cost Auditors, Ahmedabad
had been appointed to conduct Cost Audit of the
cost records maintained by the Company for the
financial year 2026-2027 in the Board Meeting of
the Company held on 26th May, 2026.
Members are requested to consider the ratification
of remuneration for FY 2026-27 payable to
Dalwadi & Associates as specified in Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 at the
ensuing Annual General Meeting of the company.
The Directors state that maintenance of Cost
records as specified under Section 148(1) of the
Companies Act, 2013 read with applicable Rules
is required to be maintained by the Company
and accordingly such accounts and records are
prepared and maintained thereunder.
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with relevant rules
made thereunder as amended from time to time,
M/s. Kashyap R. Mehta & Partners, Company
Secretaries, Ahmedabad (FRN: P2025GJ106000-
M. No: FCS-1821) are appointed as Secretarial
Auditors of the Company to conduct Secretarial
Audit of the Company for a term of five years i.e.
for FY 2025-26 to 2029-30 in the Board Meeting of
the Company held on 19th June, 2025 and approved
by the Shareholders in their meeting dated
25th July, 2025.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the
Financial Year 2025-26 for all the applicable
compliances as per Listing Regulations and
Circulars/Guidelines issued by SEBI from time to
time. The Annual Secretarial Compliance Report
for abovesaid financial year shall be submitted to
the stock exchanges within prescribed time limit
as per Listing Regulations.
The Board of Directors at its meeting held on
26th May, 2026 has appointed Mahajan and Aibara
LLP as an Internal Auditor pursuant to Section 138
of the Companies Act, 2013, read with Rule 13 of
The Companies (Accounts) Rules, 2014 for the FY
2026-2027.
Other than the policies mentioned above, Company
has adopted all the mandatory policies required under
the provisions of the Companies Act, 2013 and LODR
Regulations 2015 and are available on the website of the
Companyhttps://www.gspcrop.in/investors/policies
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Section 149(8) and Schedule IV of
the Companies Act, 2013, a separate meeting of
the Independent Directors of the Company was
held on March 31, 2026 without the attendance of
Non-Independent Directors and members of the
management.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to requirements under Section 134(3)(c) of
the Companies Act, 2013 (Act), Directors, confirm that:
(a) in the preparation of the annual accounts for
the year ended on March 31, 2026, the applicable
accounting standards have been followed and
there are no material departures from the same;
(b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at March 31, 2026 and of the
Profit of the Company for the year ended on that
date;
(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;
(d) they have prepared the annual accounts on a
going concern basis;
(e) Internal financial controls which are to be followed
by the Company have been laid down and that
such internal financial controls are adequate and
were operating effectively; and
(f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.
As required under Section 92(3) of the Companies Act,
2013 read with applicable Rules as amended from time
to time, the draft Annual Return for the period under
review is placed on the website of the Company at
www.gspcrop.inand can be accessed on the web link:
https://www.gspcrop.in/investors/annual-returns.
PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES
Full particulars of loans, guarantees, investments and
securities provided by Company during the Financial
Year under review along with the purposes for granting
such loans, guarantees, and securities are given in
notes to Accounts, which forms part of the Annual
Report.
ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The particulars relating to energy conservation,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 are annexed to
this report as Annexure-B.
Pursuant to the provisions of Section 204 of the
Companies Act, 2013, the report of the Secretarial
Auditors is annexed as Annexure-C.
Further Report of the Secretarial Auditor of Rajdhani
Petrochemicals Private Limited is annexed as
Annexure-CI.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES
During the year under review:
a) all contracts/arrangements/ transactions entered
by the Company with related parties were in the
ordinary course of business and on arm''s length
basis.
b) contracts/arrangements/transactions which were
material, were entered into with related parties in
accordance with the policy of the Company on
Materiality of Related Party Transactions and on
dealing with Related Party Transactions
All contracts or arrangements with related parties
were entered into with approval of Audit Committee.
There were no materially significant related party
transactions which could have potential conflict with
interest of the Company at large.
The policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website at
https://www.gspcrop.in/investors/policies
Details of contracts/arrangements/ transactions with
related party which are required to be reported in
Form No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 are provided in
Annexure-E to this Report.
Members may refer to Note. 38 of the Standalone
Financial Statement and Note. 39 of the Consolidated
Financial Statement which sets out Related Party
Disclosures pursuant to Ind AS.
The Equity shares of the Company are in dematerialised
form under both depositary systems in India, Central
Depository Services (India) Limited and National
Securities Depository Limited (NSDL). The International
Securities Identification Number (ISIN) of the Company
is INE713R01022.
COMPLIANCE WITH SECRETARIAL STANDARDS
Directors confirm that to the best of their knowledge
and belief, applicable Secretarial Standards ("SS") i.e.
SS-1 on meetings of the Board of Directors and SS-2 on
General Meetings issued by The Institute of Company
Secretaries of India have been complied with.
CREDIT RATING AND DETAILS OF CREDIT FACILITIES
Details of Credit facilities alonqwith credit ratings is as detailed below:
|
Lender Banks/Financial Institutions |
Total Amount of Borrowings as on 31.03.2026 |
|
PNB Investment Services Limited acting as a security ⢠State Bank of India, Axis Bank Limited, HDFC Bank Other WC Lenders: (Outside Consortium) ⢠Shinhan Bank ⢠HDFC Bank Limited ⢠Citi Bank NA ⢠IDFC First Bank Limited |
Working Capital Facilities (Fund Based) ⢠Sanction Amount: ''3,175.00 million ⢠Utilization Amount: ''2,099.40 million ⢠Sanction Amount: ''1,500.00 million ⢠Utilization Amount: ''1,463.35 million |
|
Term Loan/ Working Capital Term Loan Lenders : ⢠State Bank of India ⢠HDFC Bank Limited ⢠Yes Bank Limited |
Term Loan/Working Capital Term Loan Facilities ⢠Sanction Amount: ''545.70 million ⢠Outstanding Amount: ''54.89 million |
The company has maintained credit rating from 2
rating agencies-India Ratings & Research and ICRA
Limited. Credit rating status as on March 31, 2026 is
detailed below:
⢠India Ratings has upgraded rating from IND A (-) /
Positive Outlook to IND A / Stable Outlook
⢠ICRA has upgraded rating from [ICRA]A-(Stable
Outlook) to [ICRA] A (Stable Outlook)
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an adequate internal control system,
commensurate with the size, scale and complexity
of its operations. All these controls were operating
effectively during the year.
The Company''s operations are on SAP. The Team of
Internal Auditor undertakes audits of various functions
of the Company, its Depots and Associates.
The Company maintains appropriate system of internal
controls, including monitoring procedures, to ensure
that all assets of the Company are protected against
losses and hazards. It also ensures that all transactions
are duly authorized and recorded in the books of the
Company.
During the year, such controls were tested to find out
any weaknesses in them. The management periodically
reviews the efficiency and effectiveness of these
systems and procedures. Added objectives include
evaluating the reliability of financial and operational
information and ensuring compliances with applicable
laws and regulations.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
Your Company has an effective internal control and
risk mitigation systems, which are constantly assessed
and strengthened with new/revised standard operating
procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of
its operations. The main thrust of internal audit is to
test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best
practices in the industry.
The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. The Company has a robust
Management Information System, which is an integral
part of the control mechanism.
The Audit Committee of the Board of Directors,
the Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings
and corrective actions are taken by the Management.
Audit plays a key role in providing assurance to the
Board of Directors. Significant audit observations
and corrective actions taken by the Management are
presented to the Audit Committee of the Board. To
maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit
Committee.
The statement containing particulars of employees as
required under section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is given as Annexure-G and forms part of this
report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS IN THEIR REPORTS:
There were no qualifications, reservations or adverse
remarks made by the Auditors in their report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE SECRETARIAL AUDITORS IN THEIR
REPORT:
There were no qualifications, reservations or adverse
remarks made by the Secretarial Auditors in their
report.
REVISION IN ACCOUNTS OR DIRECTORS REPORT:
There are no revisions made in the Accounts or Board''s
Report.
The Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the
Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower Policy and
Vigil Mechanism under which Employees and Directors
are encouraged to report their concerns about
unethical behavior / practices. Employees may use this
channel to report concerns related to discrimination,
retaliation and harassment and are assured of
complete anonymity and confidentiality. During the
year under review, no such case was reported. No
employee of the Company has been denied access to
the Chairman of Audit Committee. The detail of such
mechanism is communicated to all the Directors and
Employees and the Whistle Blower Policy is available
on the website of the Company and can be accessed at
web-linkhttps://www.gspcrop.in/investors/policies
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS
During the year under review, no orders have been
passed against your Company by any regulator(s) or
court(s) or tribunal(s) which would impact the going
concern status and / or the future operations of your
Company.
POLICY ON PREVENTION, PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013,
(''POSH'') and rules made thereunder. The said Policy
is available on the website of the Company. Regular
workshops and awareness programmes against sexual
harassment are conducted across the organisation.
No complaints were pending at the beginning of the
financial year 2025-26.
The Board of Directors hereby state that the Company
has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
(a) number of complaints of sexual harassment
received in the year,-NIL
(b) number of complaints disposed off during the
year, NIL and
(c) number of cases pending for more than ninety
days-NA
STATEMENT WITH RESPECT TO THE COMPLIANCE
OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961
The Company is in compliance with the applicable
provisions of the Maternity Benefit Act, 1961.
DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY
During the year under review, there is no proceeding
pending under the Insolvency and Bankruptcy Code,
2016. Further, there was no instance of One-time
settlement with any Bank or Financial Institution.
The consolidated financial statements for the year
ended March 31, 2026 pursuant to Section 129(3) of the
Companies Act, 2013, forms part of this Annual Report.
The top priority for the Human Resource function is
to provide a work environment which is safe, diverse,
inclusive and full of growth opportunities. Your Directors
would like to take this opportunity to express their
gratitude and appreciation for the passion, dedication
and commitment of the employees and look forward to
their continued contribution.
ENVIRONMENT, HEALTH AND SAFETY
As a responsible corporate citizen and as a chemicals
manufacturer environmental safety has been one of
the key concerns of the Company. It is the constant
endeavour of the Company to strive for compliant of
stipulated pollution control norms.
The relationship with the workmen and staff
remained cordial and harmonious during the year
and management received full cooperation from
employees.
The Board of Directors place on record, their
appreciation for the assistance and continued support
extended by all the regulatory authorities including
Bankers and Financial Institutions, the government
at the Centre and States, as well as their respective
departments and development authorities in India and
abroad connected with the business of the Company.
The Company expresses its gratitude to the customers
for their trust and confidence in the Company.
Your Directors also place on record their sincere
appreciation of the commitment and hard work put
in by all the suppliers, sub-contractors, consultants,
clients and employees of the Company.
For and on behalf of the Board of Directors
Bhavesh Vrajmohan Shah
Place : Ahmedabad Chairman and Managing Director
Date: May 26, 2026 DIN: 00094669
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