Your Directors have pleasure in presenting the TWENTY THIRD ANNUAL REPORT togetherwith the Audited Accounts of the Company for the period of 12 months ended on 31st March2015.
1. FINANCIAL RESULTS
(Rs In Lacs)
| ||As at ||As at |
| ||31-03-2015 ||31-03-2014 |
| ||(12 Months) ||(12 Months) |
|Operating Profit / (Loss) ||74.83 ||8.18 |
|(before interest and depreciation) || || |
|Less : Interest ||1.65 ||2.42 |
|Profit / (Loss) before depreciation ||73.18 ||5.76 |
|Less : Depreciation ||4.88 ||8.35 |
|Profit / (Loss) before Tax ||68.3 ||(2.59) |
|Less : Current Tax. ||7.15 ||0.00 |
|(Excess)/ Short Provision || || |
|for earlier year ||0.00 ||(0.007) |
|Profit/(Loss) after Tax ||61.15 ||(2.59) |
|Amount of Profit and Loss || || |
|A/c brought forward ||(259.25) ||(256.66) |
|Amount available for appropriations || || |
|carried to Balance Sheet ||(198.1) ||(259.25) |
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 Pediatric nutrition field. New products whichwill be introduced in the subsequent years in branded retail packages have beentechnically perfected whereby there will be better profitability in subsequent years. TheCompany is now ready with one of the branded product for which the trademark finalregistration has been approved and granted to the Company by the Trademark Authority ofIndia.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Narendrakumar H. Patel a Director of the Company retiresby rotation and being eligible offers himself for re-appointment.
The Board of Directors has appointed Smt. Binaben Paraskumar Patel as an Additionaldirector w.e.f 25-03-2015. She will hold office up to the ensuing AGM of the Company andbeing eligible offers herself for re-appointment. Notice under section 160 of the Acthas been received by the company from a Member signifying his intention to propose thecandidature of Smt.Binaben Parasbhai Patel as an independent Director of the Company.
The Board of Directors has appointed Shree Neil Darshan Dalal as an Additional directorw.e.f 30-01-2015. He will hold office up to the ensuing AGM of the Company and beingeligible offers himself for re-appointment. Notice under section 160 of the Act has beenreceived by the company from a Member signifying his intention to propose the candidatureof Shree Neil Darshan Dalal as an independent Director of the Company.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement withthe Stock Exchanges is enclosed as Annexure A.
8. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act The Secretarial Audit report for the financial yearended 31st March 2015 given by Ms. Dhara Shah Practicing Company Secretary isannexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met seven 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 31st 2015 andof the profit 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 andclause 49 of the listing agreement:
1) Shri Rajesh I. Mody
2) Shri Narendrakumar H. Patel
3) Shri Neil Darshan Dalal
4) Smt. Binaben Parasbhai Patel
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
12. PARTICULARS 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 financial statement are being sent to the membersand others entitled thereto excluding the statements containing Particulars of Employeeswhich is available forinspection by the members at the Registered office of the Companyduring business hours on all working days (except Saturdays) up to the date of ensuingAnnual General Meeting. Any member interested in obtaining a copy of such statement maywrite to the Company at the registered 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 March2015 as required 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 underreport wereon arms length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year.
Details of related party transactions entered into by the Company during the financialyear 2014-2015 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 are in excess of 50% of the net worth as on 31stMarch 2015. The company is not a sick industrial undertaking within the clause (O)of sub clause (i) of section 3 of sick industrial companies (Special Provision) Act 1985.The company has no outstanding term loans or working capital loans or any kind of loansfrom banks or financial institutions. There are no outstanding interest payments on above.
As a part of restructuring the companys operations and finances the company inthe process of disposing off old assets (land building & obsolete Plant andMachinery) and replacing it by purchasing and installing new assets (land modern building& Plant and Machinery); which will be more appropriately suitable for conducting theoperation of the Company and will be better compliant to the modern good manufacturingpractices (GMP) norms of the industry to remain abreast and relevant with respect to thechanging technological and business environment.
The company has not incurred any cash losses during the year 2012-2013 2013-14 &2014- 2015.
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 certificateto 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 opinionof directors the observations made in the Auditors Report are selfExplanatory and the notes to the accounts are self explanatory and adequately explain thematters 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:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
21. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 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
The Corporate 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 as stipulated under clause 49 of the listing agreement is annexed to thisreport.
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.
24. INDUSTRIAL RELATIONS SAFETY AND ENVIRONMEN
During the year under review the industrial relations remained harmonious and cordial.
25. FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE DIRECTORSKEY MANGERIAL PERSONNEL AND OTHER EMPLOYEES
Nomination and remuneration committee has laid down the standard procedure and methodfor evaluation of performance of each directors key managerial personnel and members ofthe committees.
Policy for Selection of Directors and determining Directors independence
1.1 CRESTCHEM LIMITED believes that an enlightened and combination of youth withexperience Board consciously creates a culture of leadership to provide a long-term visionand policy approach to improve the quality of gov ernanc e. Towards this CRESTCHEMLIMITED ensures constitution of a Board of Directors with an appropriate compositionsize diversified expertise and experience and commitment to discharge theirresponsibilities and duties effectively.
1.2 CRESTCHEM LIMITED recognizes the importance of Independent Directors in achievingthe effectiveness of the Board. CRESTCHEM LIMITED aims to have an optimum combination ofExecutive Non-Executive and Independent Directors.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors incase of their appointment as independent directors of theCompany.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a company.
3.2 "Nomination and Remuneration Committee" means the committee constitutedby CRESTCHEM LIMITED
Board in accordance with the provisions of Section 178 of the Companies Act 2013 andClause 49 of the Equity Listing Agreement whenever applicable.
3.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity ListingAgreement whenever applicable.
4.1 Qualifications and criteria
4.1.1 The Nomination and Remuneration Committee (NRC) and the Board shall review onan annual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with diverse backgroundand experience that are relevant for the Companys global operations.
4.1.2 In evaluating the suitability of individual Board members the NRC may take intoaccount factors such as:
General understanding of the Companys business dynamics global business andsocial perspective; Educational and professional background Standing in the profession;
Personal and professional ethics integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following requirements:
Shall possess a Director Identification Number;
Shall not be disqualified under the Companies Act 2013;
Shall give his written consent to act as a Director;
Shall endeavor to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;
Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;
Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;
Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Equity Listing Agreements and other relevant laws.
4.1.4 The NRC shall evaluate each individual with the objective of having a group thatbest enables the success of the Companys business.
4.2 Criteria of Independence
4.2.1 The NRC shall assess the independence of Directors at the time of appointment /re-appointment and the Board shall assess the same annually. The Board shall re-assessdeterminations of independence when any new interests or relationships are disclosed by aDirector.
4.2.2 The criteria for appointment/re-appointment of independence is as laid down inCompanies Act 2013 and Clause 49 of the Equity Listing Agreement whenever applicable.
4.2.3 The Independent Directors shall abide by the "Code for IndependentDirectors" as specified in Schedule IV to the Companies Act 2013.
4.3 Other directorships / committee memberships
4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as directors of the Company. The NRC shall take intoaccount the nature of and the time involved in a Directors service on other Boardsin evaluating the suitability of the individual Director and making its recommendations tothe Board.
4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships.
For the purpose of considering the limit of the Committees Audit Committee andStakeholders Relationship Committee of all Public Limited Companies whether listedor not shall be included and all other companies including Private Limited CompaniesForeign Companies and Companies under Section 8 of the Companies Act 2013 shall beexcluded.
Remuneration Policy for Directors Key Managerial Personnel and other employees
1.1 CRESTCHEM LIMITED recognizes the importance of aligning the business objectiveswith specific and measurable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its directors key managerial personnel and otheremployees keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate to run the company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) the Chief Executive Officer or the managing director or the manager;
(ii) the company secretary; (iii) the whole-time director; (iv) the Chief FinancialOfficer; and
(v) such other officer as may be prescribed under the Companies Act 2013
3.3 "Nomination and Remuneration Committee" means the committee constitutedby CRESTCHEM LIMITED
Board in accordance with the provisions of Section 178 of the Companies Act 2013 andapplicable clause of the Equity Listing Agreement.
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board on the recommendation of the Nomination and Remuneration Committee(NRC) shall review and approve the remuneration payable to the Executive Directors of theCompany within the overall limits approved by the shareholders.
4.1.2 The Board on the recommendation of the NRC shall also review and approve theremuneration payable to the Key Managerial Personnel of the Company.
4.1.3 The remuneration structure to the Executive Directors and Key ManagerialPersonnel shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives(Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus willbeapproved by the Committee based on the achievements against the Annual Plan andObjectives.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board on the recommendation of the NRC shall review and approve theremuneration payable to the Non-Executive Directors of the Company within the overalllimits approved by the shareholders.
4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
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 2014.
| ||For and on behalf of the Board |
|Place : Indrad (Kadi) ||Dipak N. Patel |
|Date : 7th August2015 ||Chairman / Managing Director |
| ||(DIN 02052080) |