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Kamar Chemicals & Industries Ltd.

BSE: 531001 Sector: Industrials
NSE: N.A. ISIN Code: INE728D01012
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Kamar Chemicals & Industries Ltd. (KAMARCHEMICALS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Thirty Fifth Annual Report and theAudited Accountsof your company for the financial year ended 31st March 2017.

FINANCIAL RESULTS

The financial results for the year ended 31st March 2017 as compared with the previousyear are as follows:-

(Rs. In Lakhs)
Year ended 31-03-2017 Year ended 31-03-2016
Profit/(loss) after Depreciation but before tax (1.31) (1.69)
Provision for taxation
Profit/(Loss) after tax (1.31) (1.69)
Profit/(Loss) brought forward from last year (2418.55) (2416.86)
Balance Carried to Balance Sheet (2419.86) (2418.55)

OPERATIONS

Your Company did not carry out any operation during the year.

TAKEOVER OF ASSETS BY SIPCOT

Your Company had committed default in repayment of dues to SIPCOT for an amount ofRs.10.56 Crores. Consequent to the default SIPCOT took symbolic possession of the Landand Building and Plant and Machinery of the Company under section 29 of the StateFinancial Corporation Act on 15-12-2003 and pursuant to the Order passed*by the HighCourt of Madras brought it for Auction Sale for realisation of its dues on"as-is-where-is" basis and ongoing concern concept. SIPCOT invited Tenders forthe sale of the assets byAdvertisements. SIPCOT had allotted the auctioned assets to aCompany "Nagoorar Enterprises Private Ltd. Chennai" who were the successfulbidder. SIPCOT vide its letter dated 07-05-2007 has intimated the said NagoorarEnterprises Private Ltd of its approval to transfer of the land measuring 8.85 acres atSIPCOT Industrial Complex Ranipet originally allotted to Kamar Chemicals &Industries Ltd and the sale of building and Plant and machinery for a total saleconsideration of Rs.285 lakhs. Further on 6th November 2007 the fixed assets includingLand of the Chemical Plant has been handed over in running /as-is-where-is condition andongoing concern concept to SIPCOT which in turn was handed over to Nagoorar EnterprisesPrivate Ltd. who Were the successful bidder. The liabilities of the Company werenottransferred.

BOARD OF DIRECTORS

Directors retiring bv rotation:

Shri M S Sethuraman Director (DIN 02682364) retires by rotation at this AnnualGeneral Meeting and being eligible offers himself for ^appointment.

COMPULSORY DELISTING OF THE LISTED EQUITY SHARES OF THE COMPANY BY BSELTD

The BSE Limited vide its Order dated 22nd August 2017 compulsorily delisted all thelisted equity shares of your Company from the BSE Limited with effect from 23rdAugust2017. The said Order provides that in the interest of investorsand as advised by SEBI theshares of the Company are movedto the Dissemination Board of the BSE Ltd for a period of 5years. The Order also provides that on account of compulsory delating of all listed equityshares of the Company in terms of Regulation 23(3) of Delisting Regulations thePromoters of the Company are liable to acquire delisted equity shares fromthe publicshareholders by paying them the value determined by the Valuer appointed by BSE Ltd.

Since your Company has ceased to be a listed Company the disclosures that are requiredto be made in the case of a listed company under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 are not made inthis Directors' Report.

DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8(5) OF THECOMPANIES (ACCOUNTS) RULES2014

Extract of Annual Return:

The extract of the Annual Return in the Form MGT 9 Is annexed to this Report asAnnexureI

Number of meetings of the Board:

There were four Board meetings during the year

Directors' Responsibility Statement;

To the best of their knowledge and belief and according to the confirmation andexplanations obtained by them your Directors make the following statement in terms ofSection 134(5) of the Companies Act 2013.

i That in the preparation of the AnnualAccounts for the year ended 31" March2017 the applicable Accounting Standards had been followed along with proper explanationfor material departures if any;

ii) That the selected accounting policies were applied consistently and judgements andestimates that are reasonable and prudent were made so as to give a true and fafe view ofthe state of affairs of the Company as at the end of the financial year ended 31sl March2017 and of the loss of the Company for that period;

iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; iv) That the annual accounts for the year ended 31st March 2017 had beenprepared on a going concern basis. '

v) Internal financial controls had been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and;

vi) Proper systemsto ensurecompliance with the provisions of all applicable laws hadbeen devised and that such systems were adequate and operating effectively.

Declaration by Independent Directors:

The Board has received the declaration from the Independent Director as per therequirement of section 149(7) of the Companies Act 2013 and the Board is satisfied thatthe Independent Director meets the criterion of independence as mentioned in section149(6) of the Companies Act 2013.

Company's policy on Directors appointment and remuneration:

The Company has not laid downany policy for appointment of directors and theirremuneration. TheCompany is not paying any remuneration to its directors. There are noexecutivedirectors in the Company. There are no employees in the Company. Since theCompanyis not carrying on any operations it has no intention to appoint any director.

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made In the Auditors' Report and In the Secretarial Audit Report:

The Auditors' Report to the Shareholders for the year under review contains adverseopinion made by the auditor stating that in his opinion the Company's accounts should nothave been compiled on 'Going Concern' basis due to the reasons stated in the Report.

Since the SIPCOT has taken over the Assets of the Company and sold them by Open Tenderfor recovery of its dues in full the Company is not in a position to recommence itsproduction and carry on business activity in order to earn profit. The Management isexploring the possibilities of carrying on some business n i accordance with its objectclause.

The Secretarial Audit Report given by a Company Secretary in practice states that theCompany has not complied with the Securities and Exchange Board of India (ListingObligations And Disclosure Requirements) Regulations 2015.

Since the company has nofunds to paythe annual listing feesto stock exchange thecompany is suspended for trading by the BSE Limited and hence the listing requirementscould not be complied with. It is also stated that from 23rdAugust 2017 consequent to thecompulsory delisting of all the listed equity sharesof the Company listed at the BSE Ltdthe Company has ceased to be a listed company and the-equity shares of the Company hasbeen moved to the Dissemination Board of the BSE Ltd.

The Secretarial Audit report also states that the company has not complied withmandatory appointment of Woman Director and Key Managerial Personnel as per the applicableprovisions of the Companies Act 2013 and the Rules made thereunder.

Despite several efforts taken the company could not find a suitable person whoaccepts to be appointed as a woman director and as Key Managerial Personnel

The Secretarial Audit Report states that the Company has not updated its minutes booksof board meetings general meetings and other committee meetings. No records have beenproduced to ensure that board's decision have been arrived at and recorded in the MinutesBook.

Since the Company is not carrying any business operation it has no employees workingfor it. The Directors are taking steps to get the Minutes Book updated.

The Secretarial Audit Report states that the Board of Directors of the Company isconstituted without proper balance of Executive Directors Non-Executive Directors andIndependent Directors.

The Board has one Independent Director. The other two directors are Non-ExecutiveDirectors. Since the Company is not carrying on any business operation there are noExecutive Directors.

Particulars of loans guarantees or Investments under section 186 of the Companies Act2013:

There are no loans made guarantees given or security provided or securities of anyother body corporate acquired during the year under section 186 of the Companies Act2013.

Particulars of contracts or arrangements with related parties:

There are no Related Party Transactions (RPT's) made by the Company with the PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large as per the provisions of the CompaniesAct 2013 and the Listing Regulations. There are no particulars of RPT's to be disclosedin FormAOC-2.

The state of the Company's affairs:

The state of the Company's affairs is explained in the paragraph 'operations' in theDirectors' Report.

The amount if any carried to reserves:

The Company has not transferred any amount to reserves.

The amount if any which It recommends should be paid by way of dividend:

Since the Company has accumulated losses the directors do not recommend dividend forthe year.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of report:

There are no Material changes and commitments that have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis report

Conservation of energy technology absorption foreign exchange earnings and outgo:

The information pursuant to section 134(3) (m) of the CompaniesAct2013 readwith Rule 8of the Companies (Accounts) Rules 2014 is as follows:

a. The Company has no activity involving conservation of energy or technologyabsorption.

b. The Company does not have any foreign exchange earnings and outgo.

Risk Management Policy:

Since the Company does not carry on any business operations it has not.formulated aRisk Management Policy during the year.

The financial summary or highlights:

The financial summary is given in the Paragraph 'Financial Results' in the Directors'Report.

The change In the nature of business If any:

There is no change in the nature of business.

The details of directors or key managerial personnel who were appointed or haveresigned during the year:

No directors or key managerial personnel were either appointed or have resigned duringthe'year.

The names of companies which havebecome or ceased to be Subsidiariesjoint ventures orassociate companies during the year:

There are no companies which have become or ceased to be Subsidiaries joint venturesor associate companies during the year.

The details relating to deposits covered under Chapter V of the Companies Act 2013and detailsof deposits which are not in compliance with the requirements of Chapter V ofthe Companies Act 2013:

The company has not accepted any deposits covered under Chapter V of the Companies Act2013.

The details of significant and material orders passed bythe regulators orcourtsortribunals impacting the going concern status and Company's operations In future:

The BSE Limited vide its Order dated 22nd August 2017 compulsorily delisted all thelisted equity shares of your Company from the BSE Limited with effect from 23rdAugust2017. The said Order provides that in the interest of investors and as advised by SEBIthe shares of the Company are movedto the Dissemination Board of the BSE Ltd for a periodof 5 years. The Order also provides that on account of compulsory delisting of all listedequity shares of the Company in terms of Regulation 23(3) of Delisting Regulations thePromoters of the Company are liable to acquire delisted equity shares from the publicshareholders by paying them the value determined by the Valuer appointed by BSE Ltd.

The details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has adequate internal controls commensurate with the size of the Companyand the nature of its business operations.

AUDITORS

M/s S. Venkatram & Co Chartered AccountantsChennai(Firm Registration No.004656S) the Statutory Auditors of the company retire at the conclusion of the ensuingAnnual General Meeting and are eligible for re-appointment for the year 2017-2018.Certificate has been received from them to the effect that their re-appointment asstatutory auditors of the Company if made would be within the limits prescribed underSections 139 & 141 of the Companies Act 2013. The Directors recommend theirreappointment. If reappointed they will hold office until the conclusion of the nextAnnual General Meeting of the company.

SECRETARIAL AUDIT

The Board has appointed Shri K. Elangovan M/s Elangovan Associates CompanySecretaries in Practice Chennai (Certificate of Practice No.3552) Membership No. (PCS1808) to carry out Secretarial Audit under the provisions of section 204 of the CompaniesAct 2013 for the financial year 2016-17. The Secretarial Audit Report is annexed to thisreport as Annexure II.

STATEMENT OF EMPLOYEES'PARTICULARS

The particulars required to be furnished under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is as follows:

During the year there are no employees drawing remuneration of Rs.60 lakhs or more perannum or Rs.5 lakhs or more per month or was in receipt of remuneration which neither inthe aggregate nor at a rate which in the aggregate is in excess of that drawn by theManaging Director or holding either by himself or along with his spouse and dependentchildren not less than 2% of the equity shares of the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation andsupport extended by all concerned persons and authorities for the smooth and efficientfunctioning of the Company.

By order of the Board
Place : Chennai - 600 004 SYE D MEERAN M . S.SETHURAMAN
Date : 24th August 2017 Director Director
DIN : 00547775 DIN: 02682364