TO THE MEMBERS
Your Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT togetherwith the Audited Accounts of the Company for the period of 12 months ended on 31 st March2016.
1. FINANCIAL RESULTS
| || ||(Rs In Lacs) |
| ||As at 31-03-2016 (12 Months) ||As at 31-03-2015 (12 Months) |
|Operating Profit / (Loss) (before interest and depreciation) ||13.44 ||74.83 |
|Less : Interest ||1.62 ||1.65 |
|Profit / (Loss) before depreciation ||11.82 ||73.18 |
|Less : Depreciation ||0.02 ||4.88 |
|Profit / (Loss) before Tax ||11.80 ||68.3 |
|Less : Current Tax. ||3.25 ||7.15 |
|(Excess)/ Short Provision for earlier year ||0.00 ||(0.00) |
|Profit/(Loss) after Tax ||8.55 ||61.15 |
|Amount of Profit and Loss A/c brought forward ||(198.1) ||(259.25) |
|Amount available for appropriations carried to Balance Sheet ||(189.55) ||(198.1) |
2. TRANSFER TO RESERVES:
The Company has not transferred any sum to the General Reserves during the period underreview.
Your directors regret their inability to recommend any dividend on the equity sharesduring the period under review.
4. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
The Operations remained sub-optimal due to financial constraints and the time which wasrequired to be devoted in technically perfecting the products / formulations in thepotential nutraceutical Enteral and Pediatricnutrition field. Newproducts which willbe introduced in the subsequent years in branded retail packages have been technicallyperfected whereby there will be better profitability in subsequent years. The Company isnow ready with one of the branded product which will be introduced in the market shortlyfor which the trademark final registration has been approved and granted to the Company bythe Trademark Authority of India. Further The Company has also developed two otherproducts namely lactose free skimmed milk powder and capric/caprylic triglycerides whichwill be also introduced shortly in the market.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Rajesh I. Mody Director of the Company retires byrotation and being eligible offers himself for re-appointment.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
ManagementDiscussion and Analysis Report asrequired under the Listing Agreement withthe Stock Exchanges is enclosed as Annexure A.
8. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act2013 the Secretarial Audit report for thefinancial year ended 31st March 2016 given by M/S Dhara Shah & Associates PracticingCompany Secretary is annexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met five times. The details of the Boardmeetings are provided in the Corporate Governance Report.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 your Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
(b) Appropriate accounting policies have been selected and applied so as to give a trueand fair view of the state of affairs of the Company as at March 31 st 2016 and of theprofit of the Company for that period.
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(d) The annual accounts have been prepared on a going concern basis.
(e) The Directors have devised proper systems to ensure compliances with the provisionsof applicable laws and such systems are adequate and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of the Act and underSEBI (LODR) Regulation 2015:
1) Shri Rajesh I. Mody
2) Smt. Binaben Parasbhai Patel
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
12. PA RTICULARS OF EMPLOYEES AND RELATED
Statement containing Particulars of Employees pursuant to section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. However as per theprovisions of section 134 and 136 of the Companies Act 2013 the Report and financialstatement are being sent to the members and others entitled thereto excluding thestatements containing Particulars of Employees which is available for inspection by themembers at the Registered office of the Company during business hours on all working days(except Saturdays) up to the date of ensuing Annual General Meeting. Any memberinterested in obtaining a copy of such statement may write to the Company at theregistered office of the Company.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act 2013 which is not applicable to thecompany for the period under review hence no committee in this regard has beenconstituted.
14. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return for the Financial Year ended on 31st March 2016 asrequired by Section 92(3) of the Act is annexed as Annexure C to this report.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered in to during the year under reportwere on arms length basis and in the ordinary course of business. There are nomaterially significant related party transactions made by the Company during the year.
Details of related partytransactions entered into by the Company during the financialyear 2015-2016 are provided in Note 23 to the Financial Statements.
No Public deposits were accepted or matured during the period under review.
The accumulated losses of the company have gone down substantially but are still inexcess of 50% of the net worth as on 31st March 2016. The company is not a sickindustrial undertaking within the clause (O) of sub clause (i) of section 3 of sickindustrial companies (Special Provision) Act 1985. The company has no outstanding termloans or working capital loans or any kind of loans from banks or financial institutions.There are no outstanding interest payments on above.
The company has not incurred any cash losses during the year 2013-2014 2014-15 &2015- 2016.
M/s. Talati & Talati Chartered Accountants Ahmedabad the auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting. They are eligible forre-appointment and have furnished certificate to the effect that their appointment ifmade will be in accordance with the limits specified in Section 139 and 141 of theCompanies Act 2013. Your Directors recommend their re-appointment.
In the opinion of directors the observations made in the Auditors Report areself Explanatory and the notes to the accounts are self explanatory and adequately explainthe matters which are dealt with by the auditors.
19. COST AUDIT
The Central Government of India has not prescribed the maintenance of Cost AccountingRecords under sub Section (1) of Section 148 of the Companies Act 2013 and hence thisclause is not applicable to the company.
20. INTERNAL FINANCIAL CONTROLS:
During the previous financial year the Company had in place internal financial controlsystems as per the general understanding of the same by the company and was not mandatoryduring the previous financial year 2014-15.
To the best of our understanding reporting on internal financial controls is notcovered under the standards of Auditing issued by the ICAI and also because of the factthat no frame work has been prescribed under the Companies Act 2013 and rules there underfor the evaluation of internal financial controls. Hence as reported by the ICAI in its"forward" to the guidance note they have said that "A need was felt forproviding appropriate guidance on the section so that the requirements and expectations ofthe section can be fulfilled in letter and spirit by the auditors".
Hence the matters was unclear in the mind of the Company as well as in the minds ofaccounting professionals by enlarge. Only after August 25th 2015 that the guidance noteby ICAI on audit of internal financial control systems over Financial reporting wasavailable in the market. Hence by end of August 2015 almost 5 months of the currentfinancial year had passed away in ambiguity on the said matter. The time then availablewas not sufficient to preparing appropriate documents pertaining to internal financialcontrol systems by us and also to get it reviewed by our statutory auditors; hence thesame could not be made available by us to the statutory auditors. The same is under theprocess of preparation at our end.
Further Our Companies Total revenues in the current financial year 2015-2016 is veryless just amounting to only Rs. 0.33 crores as company is in reorientation phase bydiscontinuing old products and developing advance products in the same overall businessline. Hence to the statutory auditors disclaimer opinionour Board of directors (BOD)hasgiven the above detailed explanation.
21. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 134 of the Companies Act 2013 read with Companies(Accounts)Rules2014 form part of this report. However as per the provisions of section 134 thereports and accounts are being sent to all shareholders of the Company excluding theinformation relating to conservation of energy foreign exchange earnings and outgo andthe statement of particulars of employees. Any shareholder interested in obtaining suchparticulars may write to the Director / Company Secretary at the Registered Office of theCompany.
22. CORPORATE GOVERNANCE REPORT
During the year under Report Securities & Exchange Board of India (SEBI) introducednew listing Regulation SEBI (LODR) Regulation 2015 effective from December 1 2015. TheCorporate Governance Report & practices followed by the Company are indicatedseparately in the Annexure D forming part of this report. A certificate from thePracticing Company Secretary of the Company regarding the conditions of corporategovernance.
23. WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the listing agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company is in place with the Company. Available oncompanys website (http://www.crestchemlimited. in/index.php?option=com_content&view=article&id=55& Itemid=66).
24. INDUSTRIAL RELATIONS SAFETY AND ENVIRONMEN
During the year under review the industrial relations remained harmonious and cordial.The Directors wish to place on record the unstinted efforts and dedicated servicesextended by the employees at all levels. With their support the Company looks forward to abrighter future.
25. DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR &LIABLE TO RETIRE BY
During the financial year 2015-16 following directors appointed.
|Name ||Designation ||Appointment/Resignation ||Date of Appointment/Resignation |
|Binaben Parasbhai Patel ||Woman Director Independent Director ||Appointment ||30-09-2015 |
|Neil Darshan Dalal ||Whole time director ||Appointment ||30-09-2015 |
|Neil Darshan Dalal ||CFO ||Appointment ||01-10-2015 |
* Appointed as an Independent Director at the AGM.
* Appointed as an whole time director at the AGM
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are Mr. Dipak N. Patel Managing Director Mr. Neil Darshan Dalal whole timeDirector Mr. Neil Darshan Dalal Chief Financial Officer. There has been no change in thekey managerial personnel during the year.
26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL EVALUATION
The policy of the company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website(http://www.crestchemlimited.in/index.php?option=com_content&view=article&id=55&Itemid=66).
There has been no change in the policy since the last fiscal year. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the company.
The evaluation of all the directors and the board as a whole was conducted based on thecriteria and framework adopted by the board.
The board approved the evaluation results as collected by the nomination andremuneration committee.
The Directors extend their sincere thanks to the Bankers Central and State GovernmentAuthorities Customers Shareholders and all other who have been associated with theCompany for their co-operation continued support and for the confidence reposed in themanagement of the Company.
27. GENERAL INFORMATION
AGM held during the financial year: 30TH SEPTEMBER 2015.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place : Indrad (Kadi) ||Dipak N. Patel |
|Date : 14 th August 2016 ||Chairman / Managing Director |
| ||(DIN 02052080) |