Your Directors take great pleasure in presenting the 5th Annual Report of CHDCHEMICALS LIMITED the "Company" on business and operations of the Companyalong with the audited financial statements of accounts for the financial year ended 31stMarch 2017.
1. FINANCIAL SUMMARY
The Company's financial performance for the year ended March 31 2017 is summarizedbelow:
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
| || ||Amount in Lacs. |
|Particulars ||2016-2017 ||2015-2016 |
|Revenue from Operation ||4330.34 ||4036.25 |
|Other Income ||4.30 ||4.93 |
|Depreciation & Amortization ||15.74 ||12.91 |
|Profit before tax ||52.78 ||38.40 |
|Provision for Tax/ (Deferred tax) ||18.12 ||11.24 |
|Net Profit After Tax ||34.66 ||27.16 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The company is engaged in the business of trading of chemicals and dyes.
The Total revenue for the Current year is Rs. 4330.34 Lacs in comparison to Lastyear's revenue i.e. Rs. 4036.25 Lacs.
The Profit in the Current year is Rs. 34.66 Lacs which is higher than Rs. 27.16Lacs last year's.
During the year under review there has been no change in the nature of the business ofthe Company. Further there were no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
3. MATERIAL CHANGES AND COMMITMENTS
Material changes have occurred between Balance Sheet date and the date on which thefinancial statement are approved by the Board of Directors.
Company has made allotment of 1215000 equity shares on 12th April 2017upon the conversion of convertible warrants.
Company received the trading approval dated 30th May 2017 from the BSE for2460000 equity shares pursuant to the listing application filed for the allotment of1245000 and 1215000 equity shares on 29th March 2017 and 12thApril 2017 respectively.
2460000 equity shares of the company are listed and permitted to trade on BSE witheffective from 31st May 2017
Your Directors recommend a final dividend of Rs 0.10/- per equity share of face valueof Rs 10/- for the financial year 2016-17 subject to the approval of the shareholders atthe ensuing Annual General Meeting.
The Dividend if approved at the forth coming Annual General Meeting will result in theoutflow of Rs. 645408/- to the company in addition to Rs. 131390 /- by way of dividenddistribution tax.
Further pursuant to Companies (Accounting Standards) Amendment Rules 2016 dated March30 2016 read with Circular No. 4/2016 dated April 27 2016 no provision has been made forDividend in the Books of Accounts. However details has been covered in Note 8 ofthe Notes to Accounts of Financial Statement.
6. TRANSFER TO GENERAL RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT.
No amount has been transferred to the general reserve during the year under review.
7. SHARE CAPITAL
During the Financial Year 2016-17
Company increased its Share Capital on following occasions:
(i) Authorized Share Capital
The members of the company in its extra ordinary general meeting held on 14thMarch 2017 passed an ordinary resolution to increase the Authorized Share capital of thecompany from Rs
6.00 Crore to 11.00 Crore by creating additional
50.00 Lakh equity Shares of F.V. RS. 10/- each.
(ii) Paid up Share Capital:
Pursuant to the Preferential allotment of 4900000 convertible warrants on 23rdMarch 2017 warrant holders applied for the conversion of some warrants. Subsequentlycompany made allotment of 12 45000 equity shares upon the conversion of warrants on 29thmarch 2017.
The paid up share capital of the company increased from Rs 52090800 to Rs64540800.
(iii) ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with differential rights during the year underreview. Hence the provisions of Section 43 of the Companies Act 2013 are not applicable.
(iv) ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year under review. Hencethe provisions of Section 54 of the Companies Act 2013 are not applicable.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
|a Accepted during the year || |
|b Remained unpaid or unclaimed as at the end of the year || |
|c whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so (default) number of such cases and the total amount involved ||: NIL |
|i. at the beginning of the year || |
|ii. maximum during the year || |
|iii. at the end of the year || |
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHE ACT
During the Financial Year under review the Company has not accepted any deposit underSection 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rule 2014 as amended from time to time which are not in compliance with the requirementsof Chapter V of the Act.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
During the year under review there was no change in the composition of Directors.
In accordance with Section 152 and other applicable provisions of Companies Act 2013Mr. Ankit Kothari (DIN 06883692) being NonExecutive Director retires by rotation andbeing eligible offers himself for re-appointment at the ensuing Annual General Meeting.The Board recommends his appointment.
KEY MANAGERIAL PERSONNEL
There is no change in the Key Managerial Personnel of the company during the year underreview.
Details of Board committees and term of reference is provided in the "AnnexureV" corporate Governance report of the company.
10. BOARD MEETINGS
The board met 10 times during the financial year. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013. Details of the boardmeeting are provided in the "Annexure V" report on corporate Governanceand the same forms part of this report.
11. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Vijender Singh and Mr. Bajrang Lal Kedia Independent Directors of the Company havegiven their respective declaration as required under Section 149(7) of the Companies Act2013 to the effect that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and that they abide by the provisions specified inSchedule IV to the Companies Act 2013. The Board has taken on record the declarationsreceived from Mr. Vijender Singh and Mr. Bajrang Lal Kedia.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
13. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis therefore the provisions of Section 188 of the Companies Act 2013 were notattracted.
Further there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to Note No. 10 in the AccountingPolicies to the Financial Statement which sets out related party disclosures as prescribedunder Accounting Standard 18.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in "Annexure-1"Form AOC-2 and the same forms part of this report.
15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
In accordance with Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee has formulated Remuneration Policy ("the policy"). Theobjective of the policy is to ensure that Executive Directors and other employees aresufficiently compensated for their performance. The Policy seeks to provide criteria fordetermining qualifications positive attributes and independence of a director.
16. STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) and other applicable provisions of theCompanies Act 2013 ("the Act") and the Companies (Audit and Auditors) Rules2014 (including any statutory modifications(s) or re-enactment thereof) regardingrotation of Statutory Auditor. M/s Naresh M Kumar & Co Chartered AccountantChandigarh Statutory Auditors of the Company are retiring at the forthcoming AnnualGeneral Meeting and in their place M/s R K Deepak & Co. Charted AccountantsChandigarh FRN 003145N are being recommended for appointment to the office. M/s R K Deepak& Co have given their consent and eligibility certificate has also been received fromthem.
17. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the statutory Auditorin their report.
As per the Secretarial audit report by the Secretarial Auditor company did not filethe charge form with Registrar of Company for a Vehicle Purchased worth RS 2500000secured by the Hypothecation of the vehicle purchased.
Company was not able to file the form as the required documents was not received by thecompany from the bank.
18. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIESPROVIDED
Company has not granted any loans and made investments or given guarantees or providedsecurities to other bodies corporate under the provisions of Section 186 the CompaniesAct 2013.
19. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2017 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as AnnexureII.
20. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES. 2014
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory/regulatory compliances. The Company has a strongmonitoring and reporting process resulting in financial discipline and accountability.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the "Annexure-IV" of the Annual Report.
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.
No of complaints received : Nil
No of complaints disposed off: Nil
25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure"III".
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS /TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators/Courts/Tribunal whichwould impact the going concern status of the Company and its future operations. Hencedisclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistleblowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct. It provides direct access to the employees of theCompany to approach the CFO of the company or the Chairman of the Audit Committee wherenecessary. The Company ensures that genuine Whistle Blowers are accorded completeprotection from any kind of unfair treatment or victimization.
28. SECRETARIAL AUDIT REPORT
The Company has appointed Neeraj Jindal & Associates a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company pursuant to the provisionsof Section 204 of the Companies Act 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. The Report of the Secretarial Auditor is annexed tothe Board's Report as Annexure A'.
29. BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board had adopted a formalmechanism for evaluating its own performance and as well as that of its Committees andindividual Directors including the Chairperson of the Board.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2(e) of the SEBI (LORD) 2015 is presented in Annexure VI andthe same is for the part of this report.
32. BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 the give report on Business Responsibility Report(BRR) is not mandatorily applicable to our company hence not annexed with Annual Report.
30. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIESACT 2013
Since the Company has not formulated any scheme in terms of Section 67(3) of theCompanies Act 2013 therefore no disclosures are required to be made.
31. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There has been no subsidiary/Associate/Joint Venture incorporated/ceased of yourcompany during the financial year 2016-17.
32. DISCLOSURES PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT 2013:
No disclosure under section 197(14) of the Companies Act 2013 is required company hasno Holding or Subsidiary company as on 31st March 2017.
The Board of Directors acknowledges with gratitude the co-operation and assistanceprovided to your company by its bankers financial institutions government and otheragencies. Your Directors thank the customers vendors and other business associates fortheir continued support in the company's growth.
For and on behalf of Board of Directors
|SD/- ||SD/- |
|Divya Kothari ||Inder Singh |
|Managing Director ||Director |
|DIN - 03592047 ||DIN -06486481 |
|Place: CHANDIGARH || |
|Dated: 31ST August 2017 || |
Annexure "III" to Directors' Report for the year ended 31st March 2017
Particulars required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014
[A] CONSERVATION OF ENERGY:
(a) Energy Conservation Measures Taken:
Energy utilisation is primarily for domestic use and assembly activities which isoptimised and further steps are being taken by management to emaphsise on conservation ofenergy with all employees.
(b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy: NIL
(c) Impact of the measures at (a) & (b) above for reduction of energy consumption& consequent impact on the cost of production of goods: NIL
(d) Steps taken by company to use alternate source of energy if any:NIL
(e) Capital investment on energy conservation equipments: NIL
(f) Power and Fuel Consumption: N.A
| ||Current Year ||Previous Year |
|Electricity: || || |
|Purchased || || |
|Unit (million) || || |
|Total Amount || || |
|(Rs.million) || || |
|Rate/Unit || || |
|Furnace Oil: || || |
|Purchased || || |
|Unit (million) || || |
|Qty (Kilo Ltrs) || || |
|Total Amount (Rs. Millions) || || |
|Rate/Unit || || |
[B] TECHNOLOGY ABSORPTION: (N.A)
[C] RESEARCH & DEVELOPMENT: (N.A)
a. Specific areas in which R & D was carried out by the Company: (N.A)
b. Benefits derived as a result of the above R & D: (N.A)
|Expenditure on R&D: (N.A) ||Current Year ||Previous Year |
| ||(Rs. Lakhs) ||(Rs.Lakhs) |
|a) Capital || || |
|b) Recurring || || |
|c) Total || || |
|d) Total as % of Turnover Rate/Unit || || |
(D) FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL Details of earnings in foreign exchange:nil
|Particulars ||Current Year 01.04.1631.03.17 ||Previous |
|Export of Goods calculated on FOB Basis || || |
|Interest and dividend || || |
|Royalty || || |
|Know-how ||NIL ||NIL |
|Professional and Consultancy fees || || |
|Other Income || || |
|Total earning in foreign exchange || || |
Details of expenditure in foreign exchange: nil
|Particulars ||Current Year 01.04.1631.03.17 ||Previous Year 01.04.15 - 31.03.16 |
|Import of Capital Goods calculated on CIF Basis: || || |
|(i) raw material || || |
|(ii) component and spare parts || || |
|(iii) capital goods - Software Purchase || || |
|Expenditure on account of: ||NIL ||NIL |
|Royalty || || |
|Know-how || || |
|Professional and Consultancy fees || || |
|Interest || || |
|Other matters || || |
|Dividend paid || || |
|Total expenditure in foreign exchange || || |