Your Directors have pleasure in presenting the 21st Board Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2017.
1. FINANCIAL [Rupees in Lacs]
| ||2016-17 ||2015-16 |
|Revenue from Operations ||2749.76 ||2011.59 |
|Other Income ||34.71 ||11.99 |
|Total Revenue ||2784.47 ||2023.59 |
|Less: Expenses before Interest and Depreciation ||2404.41 ||1698.60 |
|Less: (a) Interest ||35.45 ||26.07 |
|(b) Depreciation ||55.44 ||50.00 |
|Profit before Tax & Extra Ordinary Items ||289.18 ||248.92 |
|Less : Prior period expenses ||00.30 ||2.90 |
|Less: Prior year's Income Tax Adjustment ||3.44 ||- |
|Profit Before Tax ||285.44 ||246.02 |
|Less: Tax Expenses || || |
|Current Tax ||80.00 ||66.00 |
|Deferred Tax ||55.61 ||6.18 |
|Profit after Tax ||149.83 ||173.84 |
Your Directors have recommended a final dividend of Rs. 00.25/- per share (i.e. 2.5%)on Company's paid up equity share capital comprising of 4936280 nos. of equity shares ofRs. 10/- each.
3. OPERATIONAL HIGHLIGHTS:
The Company earned operational income of Rs. 149.83 compared to Rs.173.83 lacs for theprevious year. The other income is Rs.34.71 lacs compared to Rs. 11.99 lacs in theprevious year. The revenue from the operation increased 36% as compared to previous year.
4. INITIAL PUBLIC OFFERING& SHARE CAPITAL:
During the year under review your company came up with an IPO of 1336000 Equityshares of Rs.10/- each at a premium of Rs. 8/- per share with Total Issue size of Rs.240.48 Lacs. Your Board is really thankful for the trust posed in the Company.Subsequently the shares of the company have been listed on SME Platform of BSE sinceMarch 2017.
At present the Company has only one class of share - Equity shares of par value Rs. 10each. The authorized share capital of the company is Rs. 60000000/- divided into6000000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs.49362800/- divided into 4936280 equity shares of Rs. 10 each. The Company has raisedthe fund through Public Issue of shares and the equity shares of the Company got listed onSME platform of BSE Limited.
The Company has raised the fund to meet the working capital requirement and generalcorporate purpose. As the Company has raised the fund in the month of March 2017 duringthe year 2016-17 this fund remained unutilized.
5. INTELLECTUAL PROPERTY:
The Company has applied for registration of our logo as Trademark with the TrademarkRegistry Ahmedabad which is accepted for publication in the Trademark General.
6. CREDIT FACILITIES:
The Company has been optimally utilizing its fund based and non fund based workingcapital requirements as tied up with State Bank of India. During the year under reviewthe Company was comfortable in meeting its financial requirements. Effective financialmeasures have been continued to reduce cost of interest and bank charges.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
As such there is no amount outstanding for payment of dividend; there is norequirement for transfer of unclaimed dividend to investor education and protection fund.
8. SHARE CAPITAL:
> Authorised Capital:
1. The Company has increased the authorised share capital from Rs. 30000000 (Rs. 3Crore) to Rs.
4.00. 00.000 (Rs. 4 Crore) vide Ordinary Resolution passed by the members at the 20thAnnual General Meeting held on 30th September 2016.
2. The Company has increased the authorised share capital from Rs. 40000000 (Rs. 4Crore) to Rs.
6.00. 00.000 (Rs. 6 Crore) vide Ordinary Resolution passed by the members at theExtraordinary Annual General Meeting held on 17th November 2016.
Thus authorised capital of the Company as on 31st March 2017 is Rs.60000000.
> Subscribed & Paid up Capital:
1. The Company has issued 1800140 Bonus Shares vide Special Resolution passed by themembers at the 20th Annual General Meeting held on 30th September2016.
2. The Company has issued 1336000 shares through Public Offer authorised by themembers at the Extraordinary Annual General Meeting held on 17th November2016.
Thus paid up capital of the Company as on 31st March 2017 is 49362800
9. MATERIAL CHANGES:
The Company has issued 1336000 nos. of shares through Public Offer and the equityshares of the Company got listed w.e.f. 28th March 2017 on SME Platform of BSELimited. The Company has raised the fund for Working capital requirement and generalcorporate purpose.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished
(A) Conservation of energy:
Steps taken / impact on conservation of energy with special reference to thefollowing:
(i) steps taken by the company for utilizing alternate sources of energy includingwaste generated :NIL
(B) Technology absorption:
1. Efforts in brief made towards technology absorption. Benefits derived as a resultof the above efforts e.g. product improvement cost reduction product developmentimport substitution etc. The Company has not taken any technical know how from anyone andhence not applicable. However the company has applied for registering its logo asTrademark. The Application will be published in the Trademark Journal for further process.
2. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:
The Company has not imported any technology and hence not applicable.
3. Expenditure incurred on Research and Development :
The Company has not incurred any expenditure on research and development
(C) Foreign exchange earnings and Outgo:
|PARTICULARS ||Amt (In Rs.) |
|Foreign Exchange earned in terms of actual inflows during the year ||35405340 |
|Foreign Exchange outgo during the year in terms of actual outflows ||28777245 |
11. RISK MANAGEMENT:
The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.
12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 is not applicable to the Company. However Our Companyhas been recently awarded with BRONZE recognition level by EcoVadis - SustainableSupply Management for our CSR initiative.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the furnishing aboveinformation is not applicable.
14. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Regulations. This Policy was considered and approved by theBoard has been uploaded on the website of the Company at www.chemcrux.com under investorsinfo/Corporate Policy link.
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Girish C. Shah Whole TimeDirector retire by rotation and he is eligible for reappointment.
During the year following changes occurred in the Board of Directors and Key ManagerialPersonnel during the year:
|Sr. No. ||Name of the person ||Date of Event |
|1. ||Mr. Alpesh Makwana was appointed as Company Secretary ||01.09.2016 |
|2. ||Mr. Shailesh Patel was appointed as an Independent Director. ||30.09.2016 |
|3. ||Mr. Bhanubhai Patel was appointed as an Independent Director. ||30.09.2016 |
|4. ||Mr. Premchand Tiwari was appointed as Chief Financial Officer ||20.12.2016 |
> BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board is underprocess of carrying an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
> REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for Determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year eight Board Meetings and one Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
The required particulars of various Committees are stated in the Corporate GovernanceReport attached herewith.
> DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
16. AUDIT COMMITTEE AND VIGIL MECHANISM:
The composition and other particulars of Audit Committee are provided in the CorporateGovernance Report attached herewith.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.chemcrux.com under investors Info Corporate Policies/Vigil Mechanism Policy link..
17. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 andfair 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;
(c) 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexureand the same is attached to this Report.
19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
> STATUTORY AUDITORS
The Company's Auditors M/s. Naresh & Co Chartered Accountants Vadodara willretire at ensuring Annual General Meeting of the Company. In terms of section 139 to 141of the Companies Act 2013 and the Rules framed thereunder it has been proposed to makeappointment of M/s. Talati & Talati Chartered Accountants as Auditors of the Companyto hold the office from the conclusion of ensuing Annual General Meeting until conclusionof 22nd Annual General Meeting. As required under Listing Regulations theauditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.
> SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S. Kashyap Shah & Co. a Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure".
> INTERNAL AUDITORS:
The Company is in the process of appointing Internal Auditor.
22. OBSERVATION OF AUDITORS:
There are no qualifications reservations or adverse remarks made by the Auditors.
23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorised recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES:
The Company has issued 1800140 nos of Bonus shares approved by the members of theCompany at its Annual General Meeting for the Financial Year 2015-16 held on 30thSeptember 2016.
d. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
e. Fresh issue of shares:
The Company has issued 1336000 nos. of equity shares through Public Offer.
25. CORPORATE GOVERNANCE:
Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company. However as a better corporate practice a separate Section on CorporateGovernance has been annexed.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure - to this Report.
27. PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014with reference to remuneration of employees in excess of the limits prescribed is notapplicable because there is no employee drawing such salary.
28. COST AUDIT:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 dated 31/12/2014 the activity of your Companyfalls under Non-regulated sectors and hence cost audit is not applicable to the Companyfor the Financial Year 2016-17.
29. HUMAN RESOURCES:
During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OFPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an anti Sexual Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board of Directors |
| ||For CHEMCRUX ENTERPRISES LIMITED |
| ||Sd/- |
|Place: Vadodara ||GIRISH SHAH |
|Date: 15.07.2017 ||CHAIRMAN |