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Lime Chemicals Ltd.

BSE: 507759 Sector: Industrials
NSE: N.A. ISIN Code: INE891G01011
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VOLUME 100
52-Week high 28.40
52-Week low 9.90
P/E 2.38
Mkt Cap.(Rs cr) 12
Buy Price 28.40
Buy Qty 164362.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.40
CLOSE 28.40
VOLUME 100
52-Week high 28.40
52-Week low 9.90
P/E 2.38
Mkt Cap.(Rs cr) 12
Buy Price 28.40
Buy Qty 164362.00
Sell Price 0.00
Sell Qty 0.00

Lime Chemicals Ltd. (LIMECHEMICALS) - Director Report

Company director report

The Directors present their 45th Annual Report on the business andoperations of the Company and the financial accounts for the year ended on 31stMarch 2015.

FINANCIAL RESULTS

(Rs. In lac)
Particulars For the year ended on 31/03/2015 For the previous year ended on 31/03/2014
Gross Profit (before interest depreciation & taxation) 313.00 527.77
Less: Interest 105.48 106.36
Depreciation 71.16 204.07
Profit before tax 136.36 217.34
Tax expense/Deferred nTax 40.42 (69.53)
Profit / Loss after Tax 95.94 286.87
Add: Balance brought from previous year (5880.54) (6167.41)
Profit / (Loss) available for appropriations (5784.60) (5880.54)
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance Sheet (5784.60) (5880.54)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the broughtforward loss of earlier years incurred by the Company.

REFERENCE TO BIFR

The Company had made Reference to the Board for Industrial & FinancialReconstructions (BIFR) under Section 15 of the Sick Industrial Companies (SpecialProvisions) Act 1985 and has been registered as case No. 14/2008 on 10.03.2008 as theentire net worth of the Company has been eroded. As per the draft Rehabilitation Schemesubmitted consultation with the consortium Banks to the BIFR the Company has beendeclared as Sick Company by an Order issued by the BIFR on 24th February 2010and has appointed Bank of Baroda as the Operating Agency with directions to prepare arevival scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bankof Baroda has submitted draft rehabilitation scheme to BIFR. The Company is awaitinghearing on the draft rehabilitation scheme.

OPERATION AND FUTURE OUTLOOK

During the year under review the turnover stood at Rs. 19.18 crores againstRs.27.34crores in the previous year. Due to paucity of working capital the sales haveaffected during the year. The Company has taken various steps to boost better workingresults and operating profit which will result in the coming years.

As per the One Time Settlement approved by the Consortium Banks for restructuring ofits existing Long Term Working Capital Facilities the Company is making payments oninstallments to the Banks. This will enable the Company to reduce the cost of finance andwill improve working of Company's manufacturing plants. During the year the Company hascredited a sum of Rs.344.08 lac to Profit & Loss Account on account of unpaid interestsaved on One Time Settlement with the Banks.

DIRECTORATE :

Mrs. Shahnaz A. Dawoodani a Director of the Company shall retire by rotation at theforthcoming Annual General Meeting and offer herself for re-appointment.

Mr. SadruddinJiwani and Dr. Akbar Virani have been appointed as additional Directors on31st March 2015.

EXPORTS

During the year under review the Company exported its products to various countries.Total exports during the year on FOB basis was Rs. Nil lac against Rs. 35.05 lac in theprevious 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 the report

There were no material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyassets etc.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

Internal control systems and their adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theChairman.

The Company has obtained ISO 9001 certification and adheres to the Standard OperatingPractices its manufacturing and operating activities.

The management of the Company evaluates the efficiency and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Based on the assessment the management undertakes correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations with corrective actions thereon are presented to theAudit Committee of the Board.

Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures.

Fixed deposit

The Company has fully repaid the outstanding deposits held by it and there were nooutstanding deposits payable by the Company.

Auditors & auditor's report

The Company's Auditors M/s. A.N. Damania & Co. Chartered Accountants will retireat the forthcoming Annual General Meeting and are eligible for re-appointment. The Companyhas received a letter from them to the effect that their appointment if made would bewithin the provision prescribed limits under Section 141(3)(g) of the Companies Act 2013and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.

Extract of Annual Return

The details forming part of the extract of Annual Return in form MGT-9 is annexedherewith as Annexure -A.

Conservation of energy technology absorbtion etc.

The particulars of conservation of Energy Technology Absorption foreign ExchangeEarnings and outgo have not been given since the same are not applicable to the Company.

Corporate Social Responsibility Initiatives

The Company does not come under the parameters specified under Section 135 of theCompanies Act 2013 hence no Committee has been constituted for Corporate SocialResponsibility Initiatives.

Directorate :

Mrs. Shahnaz A. Dawoodani a Director of the Company shall retire by rotation at theforthcoming Annual General Meeting and offer herself for re-appointment.

Mr. SadruddinJiwani and Dr. Akbar Virani have been appointed as additional Directors on31st March 2015.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013 and Clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange theinformation on the particulars of the Directors proposed for appointment/ re-appointmenthas been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration and Stakeholder's Grievance Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Board and Audit Committee Meetings

During the year Five Board Meetings and Four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the "Whistle BlowerPolicy" for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading underSecurities and Exchange Board of India (Insider Trading) Regulation 2015 with a view toregulate trading in securities by the Directors designated employees and their immediaterelatives and other connected persons. The Code requires pre-clearance for dealing in theCompany's shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. All the members of the Board and designated employeeshave confirmed compliance with the Code.

Particulars of loans guarantees or investments

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by the Companyare given in the notes to the financial statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. PV. Ramaswamy Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as Annexure-Bwhich is self-explanatory.

Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act 2013 and Clause 49 of the ListingAgreement the Company has constituted a business risk management committee. The detailsof the Committee and its terms of reference are set out in the corporate governance reportforming part of the Board report. At present the Company has not identified any element ofrisk which may threaten the existence of the Company.

Corporate Governance

The Report on Corporate Governance along with a certificate of compliance from theAuditors and Management Discussion and Analysis Report forms part of this Report.

Director's responsibility statement

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

ii) the Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfiar view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the Company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis; and

v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operative effectively.

Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Persons Rule 2014).

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continuedco-operation by the Company's Bankers and the support given by the Company's valuedcustomers. The Board also express its sincere appreciation to the commitment and dedicatedemployees at all levels. Last but not least the Board places on record their gratitude tothe Investors Clients and Shareholders of the Company.

On behalf of the Board of Directors
PLACE: MUMBAI M. M. Gadgil
DATE :30th August 2015 Chairman

Form No. MR-3

SECRETARIAL AUDIT REPORT for the financial year ended 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To the Members Lime Chemicals Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Lime Chemicals Limited(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 Lime Chemicals Limited's books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 1st April2014 to 31st March 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Lime Chemicals Limited ("the Company") for the financialyear ended on 31st March 2015 according to the provisions as applicable to theCompany:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations

1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) Other laws applicable:

(a) The Employees Provident Fund & Miscellaneous Provisions Act 1952

(b) Employees State Insurance Act 1948

(c) Payment of Bonus Act 1965 and the payment of Bonus Rules 1965

(d) Payment of Gratuity Act 1972;

(e) Contract Labour (Regulation and Abolition) Central Rules 1971

(f) Income Tax 1961 and Rules made thereunder

(g) Service Tax Act 1994 and Rules made thereunder

(h) Shops and Establishment Act of Maharashtra and Himachal Pradesh

I have also examined compliance with the applicable clauses of the following;

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with Stock Exchange i. e BSELimited;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

Non compliances / observations / audit qualification reservation or adverse remarks -Nil

I further report that: The Company had made Reference to the Board for Industrial &Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies(Special Provisions) Act 1985 and has been registered as case No. 14/2008 on 10.03.2008as the entire net worth of the Company has been eroded. As per the draft RehabilitationScheme submitted consultation with the consortium Banks to the BIFR the Company has beendeclared as Sick Company by an Order issued by the BIFR on 24th February 2010 and hasappointed Bank of Baroda as the Operating Agency with directions to prepare a revivalscheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Barodahas submitted draft rehabilitation scheme to BIFR. The Company is awaiting hearing on thedraft rehabilitation scheme.

I further report that : The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non- Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and 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 carriedthrough while the dissenting members' views are captured and recorded as part of theminutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Specific observations / qualification reservation or adverse remarks in respect of theBoard Structures/ system and processes relating to the Audit period - Nil

I further report that during the audit period the company has not incurred any specificevent/ action that can have a major bearing on the Company's affairs in pursuance of theabove referred laws rules regulations guidelines standards etc.

P.V. RAMASWAMY

Practicing Company Secretary

Membership No. 1708

Certificate of Practice No. 2087

Place: Mumbai

Date: 10th August 2015

Annexure A to Secretarial Audit Report

To the Members Lime Chemicals Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express as opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required I have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws RulesRegulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

P.V. RAMASWAMY

Practicing Company Secretary

Membership No. 1708;

Certificate of Practice No. 2087

Place: Mumbai

Date: 10th August 2015