Your Directors take great pleasure in presenting the 4th 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 2016.
1. FINANCIAL SUMMARY
The Companys financial performance for the year ended March 31 2016 issummarized below:
The Boards Report shall be prepared based on the stand alone financial statementsof the company. Amount in INR.
|Particulars || || |
| ||2015-2016 ||2014-15 |
|Revenue from ||4036.25 ||4443.29 |
|Operation || || |
|Other Income ||4.93 ||4.25 |
|Depreciation & ||12.91 ||9.31 |
|Amortization || || |
|Profit before tax ||38.40 ||30.20 |
|Provision for Tax/ ||11.24 ||9.22 |
|(Deferred tax) || || |
|Net Profit After Tax ||27.16 ||20.98 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
The company is engaged in the business of trading of chemicals and dyes.
The Total revenue for the Current year is Rs. 403625193.10 in comparison to Lastyears revenue I.e. Rs. 444328761.62
The Profit in the Current year is Rs. 2716145.69 which is higher than Rs.2097953.21 last years.
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 Companysoperations in future.
3. CONVERSION OF THE COMPANY FROM THE PRIVATE LIMITED TO PUBLIC LIMITED
The members of the Company at the Annual General Meeting held on 30th September 2015passed a special resolution for conversion of the Company from private limited company topublic limited company. Subsequently the Registrar of Companies Chandigarh issued afresh certificate of incorporation dated 12th November 2015 certifying theconversion of Company into public limited company and that the name of the Company waschanged from Chd Chemicals Private Limited to Chd ChemicalsLimited.
4. 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. Your Directors are pleased toinform that the Company has been listed on Bombay Stock Exchange on SME Platform on 1stday of April 2016.
The Management has considered it prudent to plough back the profits into the businessin view of proposed working capital requirement for future growth prospects as such yourDirectors have decided not to recommend any dividend for the year.
6. TRANSFER TO GENERAL RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT2013
In view of the further growth plan of the Company. Your Directors have decided toretain 100% of Profit after Tax of the year under review for future expansion.
7. SHARE CAPITAL
During the Financial Year 2015-16
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 7thDecember 2015 passed an ordinary resolution to increase the Authorized Share capital ofthe company from 5.00 Crore to 6.00 Crore by creating additional 10.00 Lakh equity Sharesof F.V. RS. 10/- each.
(ii) Paid up Share Capital:
Pursuant to the public issue of 1800000 equity shares at F.V of Rs. 10/- each at apremium of Rs. 1.00 per share on BSE SME Platform from 21st March 2016 to 23rdMarch2016 and finalization of allotment on 30th March2016 by the company thepaid up share capital of the company has been increased from Rs 34090800 to Rs52090800.
(iii) ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issue 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
During the year under review there were following changes on the Board:
Pursuant to the provisions of Sections 149 150 152 and other applicable provisions ofthe Companies Act 2013 and the rules made there under read with Schedule IV to theCompanies Act 2013 board of director of the company had appointed followingNon-Executive (Independent) Director on the board in their meeting held on 12thNovember 2015 :
Mr. Vijender Singh (DIN 07339155) Mr. Bajrang Lal Kedia (DIN 07339265)
KEY MANAGERIAL PERSONNEL
Board of Directors of the company in their meeting held on 12th November2015 had appointed Mr. Kamal kumar Shah as Chief Financial Officer (CFO) of the Company.
Board of Directors in their meeting held on 15th December 2015 hadappointed Ms. Divya Kothari as the Managing Director of the Company with effect from 15thDecember 2015 for five years subject to the approval of the members in the ensuing AnnualGeneral Meeting.
Ms. Harsimran Jit Kaur has been appointed as Company Secretary of the Company by theBoard of directors in their meeting held on 15th December 2015.
During the year under review board of the company has formed the committees of thecompany as per the requirement of the companies Act 2013. The formation and term ofreference is provided in the "Annexure V" corporate Governance report ofthe company.
10. BOARD MEETINGS
The board met 9 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 2016 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 2016 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 concernbasis;
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 armslength basis 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. 8 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) Rules2014 are given in "Annexure- 1" Form AOC-2 and the same forms part of this report.
15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
In accordance with Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee has formulated
Remuneration Policy ("the policy"). The objective of the policy is to ensurethat Executive Directors and other employees are sufficiently compensated for theirperformance. The Policy seeks to provide criteria for determining qualifications positiveattributes and independence of a director.
16. STATUTORY AUDITORS
At the Annual General Meeting held on September 30th 2014 M/s NARESH M.KUMAR & CO. Chartered Accountants were appointed to hold office till the conclusionof the Annual General Meeting to be held in the calendar year 2019. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof M/s NARESH M. KUMAR & CO. Chartered Accountants as statutory auditors of theCompany is placed for ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect if they are appointed; it would bein accordance with the provisions of Section 141 of the Companies Act 2013.
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 Auditors in theirreport. The provisions of Section 204 of the Companies Act 2013 relating to submission ofSecretarial Audit Report was not applicable to the Company during the financial year.
Pursuant to the listing of the company on BSE SME Platform on 1st day ofApril 2016 board of Directors has appointed Mr. Neeraj Jindal as Secretarial Auditor ofthe Company Auditor under section 204 of Companies Act 2013 read with Rule 9(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year 2016-17 in their meeting held on 28th May 2016.
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 2016 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 Companys 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 astrong monitoring and reporting process resulting in financial discipline andaccountability.
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 2015-16. 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
COMPANYS OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.
Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 isnot required.
27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year provision related to Vigil Mechanism as per Section 177(9) read withRule 7(1) of The Companies (Meeting of Board and its Powers) Rules 2014 was notapplicable to the Company for the Financial Year 2015-16.
As the Company got listed on BSE SME Platform on 1st day of April 2016 theCompany in its board Meeting held on 28th May 2016 established a VigilMechanism for its Directors and employees in order to ensure that the activities of theCompany and its employees are conducted in a fair and transparent manner by adoption ofhighest standards of professionalism honesty integrity and ethical behavior the companyhas adopted a vigil mechanism policy. This policy is explained in corporate governancereport and also posted on the website of company.
28. SECRETARIAL AUDIT REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 was notapplicable to the Company for the Financial Year 2015-16.
As the Company got listed on BSE SME Platform on 1st day of April 2016 theCompany has appointed Mr. Neeraj Jindal Proprietor of Neeraj Jindal & AssociatesCompany Secretaries to undertake the Secretarial audit of the Company for the Financialyear 2016-17 as required under Section 204 read with Rule 9 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
29. INTERNAL AUDIT REPORT
Provisions relating to Internal Audit as per Section 138 of the Companies Act 2013read with the Rule 13 of the Companies (Accounts) Rules 2014 was not applicable to theCompany for the Financial Year 2015-16.
As the Company got listed on BSE SME Platform on 1st day of April 2016 the Companyhas appointed M/s R.K. Deepak and Co. Chartered Accountant to undertake the Internalaudit of the Company for the Financial year 2016-17 as required under Section 138 of theCompanies Act 2013 read with the Rule 13 of the Companies (Accounts) Rules 2014.
30. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p)Companies Act 2013 mandates the
Boards performance evaluation for every listed company . As the company gotlisted on BSE SME
Platform on 1st April 2016 company is under the process for theformulation of Board Evaluation policy of the company.
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.
33. 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.
34.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There has been no subsidiary/Associate/Joint Venture incorporated/ceased of yourcompany during the financial year 2015-16.
35. 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 2016.
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.
Your Directors also wish to place on record their appreciation to the contribution madeby employees because of which the Company has achieved impressive growth through thecompetence hard work solidarity and cooperation at all levels.
| ||For and on behalf of Board of Directors || |
|SD/- || ||SD/- |
|Divya Kothari ||Inder Singh || |
|Managing Director ||Director || |
|DIN ||03592047 ||DIN -06486481 |
Dated: 30th August 2016