The Directors of your Company are pleased to present their TWENTY FIRST ANNUAL REPORTtogether with the Audited Statement of Account for the Financial Year 2014-2015 ended on31st March2015.
The Agro chemicals and other business operations will be operated from Ahmedabadoffice.The other operations will commence in phased manner hence onward.The FinancialResults during the year under review are as under:
|Particulars ||Year 2014-15 ||Year 2013-14 |
| ||(Rs.) ||(Rs.) |
|Income from operations ||9651270 ||8655144 |
|Income from other heads ||44872 ||- |
|Total Expenditure ||9476031 ||8419540 |
|Profit Before Tax ||220111 ||235604 |
|Provision for Tax ||- ||- |
|Profit After Tax ||173866 ||191640 |
In absence of adequate profityour Directors are unable to recommend any dividend forthe year ended 31st March 2015.
Despite of difficult yearyour company could maintain the sales turnover whichincreased from Rs.8655144/-to.Rs.9651270/-
(1) Domestic Sales: - The domestic sales increased by Rs.996126/- i.e.fromRs.8655144/- in f.y.2014 to Rs 9651270/- in f.y.2015.
(2) Other Income: - other income increased by Rs.44872/- INVESTMENT: -
During the year the company has invested 1344872/- in reliance Liquid Fund.
ANNUAL LISTING FEES: -
The Company has paid the annual listing fees for the year 2015-16 to Bombay StockExchange Limited and Vadodara Stock Exchange limitedVadodara.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -
As per Clause 49 of the Listing Agreement with the Stock Exchangethe ManagementDiscussion Analysis is appended to this report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules2014the extract of Annual Return in form MGT.9 is annexed asAnnexure A.
CORPORATE GOVERNANCE: -
As per clause 49 of the Listing Agreement the Corporate Governance information isappended to this report.
SECRETARIAL AUDITOR: -
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules2014the Board of Directors of the Company hadappointed Aanal SatyawadiSecretaries in Practice to undertake the Secretarial Audit ofthe Company for the year ended 31st March2015
The Secretarial Audit Report is annexed as Annexure B.
ENERGYTECHNOLOGY AND FOREIGN EXCHANGE: -
Your Company has not consumed energy of the significant level and accordingly nomeasures were taken for energy conservation and no additional investment was made for thereduction of energy conservation.The particulars regarding technology absorption andforeign exchange earnings and outgo pursuant to section 134 (6) (m) of the companiesAct2013 are NIL.
EMPLOYEE RELATION & PARTICULARS OF EMPLOYEE: -
The information required under section 197(12) of the Companies Act2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014forms a partof this report and is annexed to this report.
DIRECTORS' RESPONSIBILITY STATEMENT: -
ln compliance of Section 134(3) (c) of the Companies Act2013the Directors of yourCompany confirm the following:
a) that the applicable accounting standards have been followed in the preparation ofthe Final annual accountsalong with proper explanations relating to material departures;
b) that appropriate accounting policies have been selected and applied consistently andsuch judgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at March 312015;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting recordsin accordance with provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) that the annual accounts have been prepared on a going concern basis.
In accordance with the provisions of the companies Act2013 and the Articles ofAssociationMr.Savjibhai Gondallaretiring by rotation at this Annual General Meeting andeligible offer themselves for re-appointment.
As required under Clause 49 of the Listing Agreement with the Stock Exchangesthedetails of Directors seeking re-appointment at the ensuring Annual General Meeting hasbeen provided in the Notice of the Annual General Meetingforming part of the AnnualReport.
In the light of various guidelines and applicable provisions your director proposes tobroadbase the board by the appointment of independent professional directors.
REGISTRAR AND TRANSFER AGENT: -
Purva Sharegistry (India) Pvt Ltd.
Lower Parle (E) Mumbai - 400011.
The share transfer agent of the company has been successfully providing all investorservices within a time bound period.
AUDIT COMMITTEE: -
As good corporate governancean Audit Committee has been constituted according with theprovisions of section 177 of the Companies Act2013the Companies (Meetings of Board andits Powers) Rules2014and the Clause 49 of the Listing Agreement.
The functions of the Committee are:
To review the adequacy of internal control systems and Internal Audit Reportsand their compliance thereof.
To oversee the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correctsufficient andcredible.
To recommend the appointment of auditors and the Fixation of audit fees.
To review with managementthe financial statements before submission to theBoard.
The Audit Committee has been reconstituted with the three Directorsviz.
1. Mr.savjibhai SavaliaIndependent Director Member
2. Mr.MaheshKumar KananiIndependent Director Member 3.Mr.Ketankumar PatelManagingDirector Member
During the year under reviewthe audit committee met 4 times.All the members of thecommittee were remained present at the meetings.
NOMINATION & REMUNARATION COMMITTEE
In order to comply with the provisions of section 178 of the Companies Act2013 and theCompanies (Meetings of Board and its Powers) Rules2014the Nomination & RemunerationCommittee was constituted consisting of the following who are the directors of thecompany:
1. Mr.Vasant SavaliaIndependent Director Member
2. Mr.MaheshKumar KananiIndependent Director Member
3. Mr.Ketankumar PatelManaging Director Member
M/s.Gaurav N.ZinzuwadiyaChartered AccountantsAhmedabadretire at the conclusion ofthe forthcoming Annual General Meeting and being eligible have offered themselves forreappointment.
The Company has received letter from them to the effect of their re-appointmentifmadewould be within prescribed limit under section 139 of the Companies Act2013 and thatthey are not disqualified for re-appointment within the meaning of Section 139 of the saidAct.
PARTICULARS OF EMPLOYEES
There is no employee who is in receipt of remuneration exceeding Rs.2400000/- perannum of Rs.200000/- per monththe limits specified under the companies (Appointment andRemuneration of Managerial Personnel)Rules2014 pursuant to the provisions of section 197of the Companies Act2013.
The notes forming part of accountsbeing self - explanatory are not being dealt withseparately.ACKNOWLEGEMENTS: -
Your Directors express their sincere thanks to allcustomersvendorsinvestorsbankersinsurance companiesconsultantsadvisorsstockexchanges and Government authorities for their continued support and co-operationthroughout the year.
Your Directors sincerely acknowledge the contribution made by all the employees fortheir dedicated services to the company.
| ||For and on behalf of the Board of Directors || |
|Place: Ahmedabad ||Sd/- ||Sd/- |
|Date 30/07/2015 ||Managing Director ||Director |
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31/03/2015 [Pursuant to section 204(1) of the CompaniesAct2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel)Rules2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March2015
Kemistar Corporation Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Kemistar CorporationLimited.(hereinafter called the Company).Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Kemistar Corporation Limited bookspapersminutebooksforms and returns filed and other records maintained by the company and also theinformation provided by the Companyits officersagents and authorized representativesduring the conduct of secretarial auditI hereby report that in my opinionthe companyhasduring the audit period covering the financial year ended on 31st March2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extentin the manner and subjectto the reporting made hereinafter:
I have examined the bookspapersminute booksforms and returns filed and other recordsmaintained by Kemistar Corporation Limited for the financial year ended on 31st March2015according to the provisions of:
The Companies Act2013 (the Act) and the rules made there under;
The Securities Contracts (Regulation) Act1956 ('SCRA') and the rules made thereunder;
The Depositories Act1996 and the Regulations and Bye-laws framed there under;
Foreign Exchange Management Act1999 and the rules and regulations made thereunder to the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act1992 ('SEBI Act'): -
The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;
The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;
The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;
The Securities and Exchange Board of India (Issue and Listing of Debt SecuritiesRegulations2008;
The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;
The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;
I have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India.
The Listing Agreements entered into by the Company with BSE Limited Stock Exchange.
During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above subject to the followingobservations:
As per section 203 of the Companies Act2013the Company has not appointed the CompanySecretary as a whole time Secretary of the Company.
I further report that during the audit period;
The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
I further report that during the audit period;
There are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicablelawsrulesregulations and guidelines.The Company has also appointed Women Director on theBoard of the Company.
I further report that during the audit period;
The Company has made Petition to the High Court of Gujaratfor Capital Reduction underSection 66 of Companies Act2013 for which Order of the High Court is still Pending.
|DATE: 27.07.2015 PLACE: AHMEDABAD ||for AANAL M.SATYAWADI COMPANY SECRETARY |
| ||Sd/- |
| ||(Aanal Satyawadi) |
| ||ACS No.- 31502 COP No - 11558 |