TO THE MEMBERS
Your Directors have pleasure in presenting the TWENTY FIFTH ANNUAL REPORTtogether with the Audited Accounts of the Company for the period of 12 months ended on 31stMarch 2017.
1. FINANCIAL RESULTS
(Rs In Lacs)
| ||As at 31-03-2017 ||As at 31-03-2016 |
| ||(12 Months) ||(12 Months) |
|Operating Profit / (Loss) ||(11.8) ||13.44 |
|(before interest and depreciation) || || |
|Less : Interest ||4.35 ||1.62 |
|Profit / (Loss) before depreciation ||(16.15) ||11.82 |
|Less : Depreciation ||0.02 ||0.02 |
|Profit / (Loss) before Tax ||(16.17) ||11.80 |
|Less : Current Tax. ||0.00 ||3.25 |
|(Excess)/ Short Provision for earlier year ||0.00 ||(0.00) |
|Profit/(Loss) after Tax ||(16.17) ||8.55 |
|Amount of Profit and Loss || || |
|A/c brought forward ||(189.55) ||(198.1) |
|Amount available for appropriations carried to Balance Sheet ||(205.72) ||(189.55) |
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 Company is making all efforts to bring about a turnaround by developing andintroducing new products. Accordingly The Company has already developed two new productsnamely Capric / Caprylic Triglycerides and Lactose Free products by indigenous technologyefforts in the nutritional chemical field. The benefits of its sales and marketing andthere by revenue generation is likely to improve substantially in near future.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Bina Parasbhhai Patel Director of the Company retires byrotation and being eligible offers herself for re-appointment.
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 Companies Act2013 the Secretarial Audit report for thefinancial year ended 31st March 2017 given by M/S Dhara Shah & AssociatesPracticing Company Secretary is annexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met six times. The details of the Board meetingsare provided in the Corporate Governance Report.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 your Directors confirm that: (a) Inthe preparation of the annual accounts the applicable accounting standards have beenfollowed.
(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 2017 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 and underSEBI (LODR) Regulation 2015:
1) Shri Rajesh I. Mody
2) Smt. Binaben Parasbhai Patel
3) Shri Nitin Shantilal Shah
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 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 March2017 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 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 party transactions entered into by the Company during the financialyear 2016-2017 are provided in Note 26 to the Financial Statements.
No Public deposits were accepted or matured during the period under review.
The Company still has accumulated losses which the company trying to reduce and improveperformance by introducing new products namely Capric / Caprylic Triglycerides and LactoseFree products. However the company has no outstanding term loans or working capital loansor any kind of loans from banks or financial institutions.
There are no outstanding interest payments on above. The company has not incurred anycash losses during the year 2014-15 & 2015-16.
M/s. Samir M. Shah & Associate Chartered Accountants will hold office for theperiod of five consecutive years from the conclusion of the 25th Annual Generalmeeting of the Company till the conclusion of 30th Annual General meeting to beheld in 2022.
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. However it was feltthat such systems would need improvements as per the guidance note by ICAI which is nowavailable.
Hence the said systems are under review and proper re-preparation process is ongoingto make it more relevant and meaningful from a long term perspective. This beingvoluminous paper work hence The Company is under process of preparing such documentspertaining to Internal Financial Control system and hence the same could not be madeavailable to the auditors to enable them to determine if we have established adequateinternal financial control over financial reporting and whether such internal financialcontrols were operating effectively as at March 31 2017.
21. INFORMATION REGARDING CONSERVATION OF
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
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.
25. DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR &LIABLE TO RETIRE BY
During the financial year 2016-17 following directors appointed.
|Name ||Designation ||Appointment/Resignation ||Date of Appointment/Resignation |
|Nitin Shantilal Shah ||Independent Director ||Appointment ||14-11-2016 |
|Binaben Parasbhai Patel ||Independent Director ||Retire by Rotation || |
| ||(Woman Director) ||Eligible for Reappoint || |
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 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 palced in themanagement of the Company.
27. GENERAL INFORMATION
AGM held during the financial year: 30TH SEPTEMBER 2016.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place : Indrad (Kadi) ||Dipak N. Patel |
|Date : 12th July 2017 ||Chairman / Managing Director |
| ||(DIN 02052080) |