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Chemiesynth (Vapi) Ltd.

BSE: 539230 Sector: Industrials
NSE: N.A. ISIN Code: INE829R01018
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Chemiesynth (Vapi) Ltd. (CHEMIESYNTHVAPI) - Director Report

Company director report

FOR THE YEAR ENDED ON 31ST MARCH 2015

Dear Shareholders

Your Directors present the 29th Annual Report and Audited Financial Statements of thecompany for the year ended 31st

March 2015.

The performance of the company for the year was impacted due to lessor market. Otherreasons for poor performance are

increasing labour cost raising rate of raw materials and electricity cost etc.

FINANCIAL RESULTS

During the year under review the financial results on the operations of the Companyare as under:

(Amount in Rupees)
Particulars: This Year(2014-15) Pervious Year(2013-14)
Gross Income 111549497 97651716
Profit /(Loss) before Depreciation (6892561) 3610893
Less : Depreciation (2813897) (2465808)
Profit (Loss) before Tax (9706458) 1145085
Less Provision for Tax : Current Tax
: Deferred Tax
Profit (Loss) for the year (9706458) 1145085

DIVIDEND

In view of the loss incurred by the Company during the financial year Directors regrettheir inability to

recommend any dividend to the shareholders for the year.

DEPOSITS :

The Company has not accepted any public deposits.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company accords high priority to control environment and conservation of energywhich is an on going process. The Company has planted trees to control and maintainenvironment surrounding of the factory. As required by the provisions of Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are given inseparate statement attached here to and forming part of the report (Annexure B).

SAFETY AND HEALTH

The Company gives highest priority to safety and occupational health. The factorybuildings and machinery are maintained in safe condition. Process operations and handlingof chemicals at the factory are reviewed frequently for safety. Adequate safety equipmentsare given to workers for safe guard.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed. (Annexure C)

AUDITORS:

M/s Manoj Shah & Co Chartered Accountants statutory auditors retire at theensuing Annual General Meeting. Board of directors pursuant to the provisions of section139 of the Companies Act 2013 proposed to re appoint M/s. Manoj Shah & Co CharteredAccountants as Independent Auditor of the Company based on recommendation of AuditCommittee.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The Board of Directors isfurther making efforts to enhance the performance.

PARTICULARS OF LOANS INVESTMENTS AND GURANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013

The company has not given any loan or guarantee nor made any investment under section186 of the Companies Act 2013.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.

RISK MANAGEMENT POLICY/ COMMITTEE

The Board of Directors are in process of formulating Risk Management Policy of thecompany keeping in view more focused on identification and prioritising the risks. TheManagement evaluated various risks and that there is no element of risk identified thatmay threaten the existence of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return (MGT-9)is annexed herewith and forming part of the report. (Annexure D)

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act 2013 and alsoon the basis of discussions with the

Statutory Auditors of the Company from time to time we state that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of directors have met 8 times and Independent Directors once during the yearended 31st March 2015. Details of Board Meetings date and attendance of Director aregiven in Corporate Governance Report.

Meetings of Board of Directors held during financial year 2014-15 are as follows:

1 10th May 2014 5 30th September 2014
2 28th May 2014 6 14th October 2014
3 14th August 2014 7 1st November 2014
4 1st September 2014 8 28th January 2015

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each committee during the financial year 2014-15 attandance by eachmember of Committee as required under the Companies Act 2013 are provided in CorporateGovernance Report and forming part of the Report.

The recommendation by the Audit committee as and whenever made to Board has beenaccepted by it.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

The company has sold various finished products and/or intermediate products inordinary course of business at ARM LENGTH PRICE to related parties in which directors areinterested. Further some of machineries from time to time were sold to related partyduring the financial year 2014-15 at current market price and after proper valuation ofmachineries. The board of directors has approved the transactions from time to time. (Listof transactions is attached. (Annexure E))

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March 2015 in prescribed form dulyaudited by the Practising Company Secretary Mr. Nitin Sarfare Partner of M/s. HSAssociates Company Secretaries 206 2nd Floor Tantia & Jogani Industrial premisesSitaram Mills Compound J. L. Boricha Marg Opp. Lodha Exelus Lower Parel [E] Mumbai -400 011 is annexed herewith and forming part of the report.

COMMENTS ON SECRETARIAL AUDIT REPORT

The board of directors are in process of appointment of Internal Auditor and willcomply with section 138 of the Companies Act 2013. The company had complied with therequirement of Key Managerial Personnel till date of this AGM. The board is in plan ofobtaining shareholders approval under Section 180 of the Companies Act 2013. The companyhas recovered the excess remuneration from managing director.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The company is not falling with in the criteria of Section 135 of the Companies Act2013. Board of Directors will formulate the policy once it comes within the provisions ofSection 135 of the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

Mr. Sandip S. Zaveri (DIN: 00158876) was appointed as Managing Director of the companypursuant to Section 203 of the Companies Act 2013. Mr. Parimal A. Desai (Account Head)was designated as Chief Financial Officer and Mr. Bhupendra N. Hatkar was appointed asCompany Secretary cum Compliance Officer.

DIRECTORS

Mr. Sandip Zaveri was appointed as a Managing Director of the company with the effectfrom 1st October 2014. Board of Directors have appointed Mr. Minesh Jayshukhlal Shah Mr.Rushabh Mehta and Mrs. Purvi Kalpesh Gandhi as Additional Independent Non ExecutiveDirectors of the company with the effect from 1st November 2014. Their terms ofappointment as Additional Director expire at this Annual General Meeting. Board ofDirectors recommend members to approve their appointment for term of five years as anIndependent Director.

POLICY ON DIRECTORS’ APPOINTMENT

Policy on Directors’ appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Listing Agreement with Stock Exchanges and good corporatepractices. Emphasis is given to persons from diverse fields or professions.

POLICY ON REMUNERATION

Guiding Policy on remuneration of Directors Key Managerial Personnel and employees ofthe Company is that

• Remuneration to unionised workmen is based on the periodical settlement with theworkmen union.

• Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen (non Unionised) is industry driven in which it is operating taking intoaccount the performance leverage and factors such as to attract and retain quality talent.

• For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.

VIGIL MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.

POLICIES OF THE COMPANY

The Board of Directors has formulated the following policies which are available on website of the company http://www.chemiesynth.com.

1. Code Of Business Conduct For Directors And Senior Executives

2. Nomination and Remuneration Policy

3. Vigil Mechanism / Whistle Blower Policy

4. Insider Trading - Code of Conduct

5. Code of Fair Disclosure CSL

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and has fully compliedwith the conditions of Corporate Governance stipulated in Clause 49 of the ListingAgreement with Stock Exchanges. A report on Corporate Governance is attached herewith.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation the Company has received from its banker Bank of Baroda and variousGovernment agencies. Your Directors also wish to thank all the employees for theirco-operation.

For and on behalf of the Board of Directors
Place :Vapi Sd/-
Date: 25st August 2015 Mr. Sandip S. Zaveri Managing Director
DIN: 00158876

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