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SM Dyechem Ltd.

BSE: 500391 Sector: Others
NSE: SMDYECHEM ISIN Code: INE620A01025
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SM Dyechem Ltd. (SMDYECHEM) - Director Report

Company director report

To the Members

Your Directors present their Thirty First Report together with the Audited Accounts forthe year ended 31st March 2017.

FINANCIAL RESULTS

(Rs. in '000)

2016-2017 2015-2016
Total Income - 48165
Profit/(Loss) before Depreciation Interest and Tax (13508) (5732)
Less : Depreciation 345 690
Add : Tax adjustments For earlier year - -
Profit/(Loss) after tax (13853) (6422)

FINANCIAL SUMMARY OR HIGHLIGHTS :

In the financial year 2016-17 the Company has incurred losses of Rs. 13853 thousandas against Rs. 6422 thousand in the previous year.

STATUS WITH BIFR/ NCLT :

The company was under the scheme of rehabilitation (the Scheme) sanctioned by erstwhileThe Board for Industrial and Financial Reconstruction (BIFR) as amended from time to time.As per directions of BIFR a Modified Draft Rehabilitation Scheme (MDRS) appraised byIndustrial Bank of India (IDBI) the Operating Agency was under consideration forapproval by BIFR.

Thereafter in view of the notification dated 25th November 2016 the SICA Act 1985was repealed and the proceedings pending before the Hon'ble BIFR were required to betransferred before the Hon'ble National Company Law Tribunal (NCLT) in accordance with theprovisions of the SICA Repeal Act 2003. Accordingly the company has filed areference/application before the NCLt Bench at Mumbai seeking approval of the bench forsanction udner the provisions of insolvency and Bankruptcy Code 2016 read with insolvencyand Bankruptcy Code (removal of difficulties) order 2017 of mDrS which was pending beforethe erstwhile BIFR. The reference/application filed before NCLT Mumbai is pending forconsideration/approval.

EXTRACTOFTHEANNUALRETURN :

Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn in Form No. MGT - 9 is annexed herewith.

BOARD OF DIRECTORS MEETING :

During the year ended 31st March 2017 the Company had Five (05) Board Meetings andthe gap between the two meetings of the Board is as per Companies Act 2013. The followingdates namely 30th April 2016 30th May 2016 12th August 2016 10th November 2016 and14th February 2017.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany hereby states and confirms that:-

(i) In the preparation of the Annual Accounts applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the accounting year and ofthe loss of the company for that year;

( iii) Th e Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) The Directors have prepared the Annual Accounts on a going concern basis

(v) The Directors had 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 system to ensure compliance with the provisionof all applicable loss and that such systems were adequate and operating effectively.

AUDITORS :

M/s. S.K. Kavathekar & Co Chartered Accountants (Firm No. 102737) retires at theconclusion of this Annual General Meeting (AGM). The Board proposed to appoint M/s.Koshal & Associates Chartered Accountants (Firm Regn. No.121233W) as auditors of thecompany at the ensuing Annual General Meeting.

Remarks made by the Auditors read with notes on account are self explanatory.

REMUNERATION POLICY :

The Board of Directors has on recommendations of the Nomination & RemunerationCommittee outlined policy for selection & appointment of Directors Key ManagerialPersonnel & Senior Management and also to decide their remuneration along with theperks. The Nomination & Remuneration Committee revises the remuneration from time totime depending upon the performance of the Company and the Individual Director's/KeyManagerial Personnel and other Senior Management Personnel. The remuneration policy takesinto account the circumstance of business so as to attract and retain quality talent andleverage performance significantly.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms Priti N Gandhi Additional Director of the Company retires by rotation and beingeligible offers herself for reappointment.

Company during the financial year with related parties Also the Company is yet tocomply with Section 203 of the Companies Act 2013 regarding non appointment of Keymanagerial personnel- Company Secretary and CFO since the Company is a sick Companyregistered under BIFR. Despite of best efforts of the Board of Directors the Company isyet to identify and appoint a Company Secretary and CFO.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186 :

There were no loans or guarantees given or any investments made during the year underreview.

PARTICULARS OF CONTRACTS OR ARRANGE-MENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms-lengthbasis. Note2.28 to the Financial Statements covers the disclosure and hence the Companyhas nothing to reflect as disclosure in form AOC-2.

DEPOSITS :

During the year under review your Company has not accepted any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014 as amended fromtime to time.

DIVIDEND :

Your Directors regret that due to accumulated losses no dividend could be recommendedfor the year.

RESERVES :

Since the company has accumulated losses no amount has been transferred to Reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 312016 AND AUGUST 12 2016 (DATE OF THE REPORT) :

There are no material changes and commitments to report affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report :

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO:

The Company did not have any major power and fuel consumption during the year underconsideration. No foreign exchange earnings and expenditure were made during the yearunder consideration. And hence the company has nothing to report as an annexure requiredunder rule 8(3) of Companies (Accounts) Rules 2014.

CORPORATE SOCIAL RESPONSIBLE COMMITTEE:

The requirement pursuant to section 135 (1) of the Act for constituting corporatesocial responsible committee is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :.

The Company is registered under BIFR and apart from that there are no other materialorders passed by the regulators or courts or tribunals impacting the going concern statusand Company's operations in future

DETAILS OF HOLDING/SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY ;

M/s. Sai Ganesh Properties Pvt Ltd is the holding Company and the Company has nosubsidiaries/Joint venture/Associate Company incorporated or ceased in the year 2016-17.

PARTICULARS OF EMPLOYEES :

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are required to be provided in the AnnualReport. However there were no employees who were in receipt of remuneration for whichdetails need to be disclosed. Hence rule 5(2) and 5(3) are not applicable to the Company.

SHARE CAPITAL:

During the financial year there was no change in the Share Capital of the Company.

COMMITTEES OF BOARD:

Following are the various Committees formed by Board:

Audit Committee

Nomination & Remuneration Committee

Stakeholder Relationship Committee

The details of the composition of committees its roles and responsibility along withnumber of meetings held are given in the Report of Corporate Governance.

As the Company is loss making Constitution of the Corporate Social ResponsibilityCommittee and policy is not applicable.

CORPORATE GOVERNANCE CERTIFICATE :

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreementswith the Stock Exchanges in India forms part of the Annual Report. Certificate from theAuditor of the Company M/s. S.K. Kavathekar & Co Chartered Accountants confirmingcompliance of conditions of Corporate Governance as stipulated under the aforesaid Clause49 is annexed to this Report.

PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS :

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation. The Board hasevaluated performance of all the Directors and expressed its satisfaction. Evaluationprocedure covered Board's functioning such as adequacy of the size and composition of theBoard and its Committees to ensure diversity and adequate skills in the best interest ofthe Company as a whole.

FAMILIARIZATION PROGRAMME FOR DIRECTORS :

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

DISCLOSURES :

i. Whistleblower Policy

The Company has a Whistleblower Policy to report genuine concerns and grievances. Thesame is explained in the Corporate Governance Report. The practice of the WhistleblowerPolicy is overseen by the Audit Committee of the Board and no employee has been deniedaccess to the Committee.

ii. Prevention of Sexual harassment Policy

During the year 2016-17 No Complaints were received by the Company relating the sexualharassment.

ACKNOWLEDGEMENT :

The Board takes this opportunity to thank and acknowledge with gratitude theco-operation and assistance received from various Government Authorities Professionalsand other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust andconfidence reposed by the Shareholders of the Company.

For and on behalf of the Board
For SM DYECHEM LIMITED
S M Shetty
Chairman & Managing Director
Din No. : 00294206
C.R. Murali
Place : Mumbai Director
Date : 10th August 2017 Din No. : 00533104