Chemiesynth (Vapi) Ltd.
|BSE: 539230||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE829R01018|
|BSE 00:00 | 07 Mar||Chemiesynth (Vapi) Ltd|
|NSE 05:30 | 01 Jan||Chemiesynth (Vapi) Ltd|
|BSE: 539230||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE829R01018|
|BSE 00:00 | 07 Mar||Chemiesynth (Vapi) Ltd|
|NSE 05:30 | 01 Jan||Chemiesynth (Vapi) Ltd|
Your Directors present the 35th Annual Report and Audited Financial Statements of thecompany for the year ended 31st March 2021.
During the year under review the financial results on the operations of the Companyare as under:
(Amount in Rupees)
OPERATIONS/STATE OF COMPANY'S AFFAIRS
i. Total Income
Your Company's Total Income during the year under review was Rs. 199165322 ascompared to Rs. 146804455 in the Previous Year.
Profit before Tax for the year 2020-21 was Rs. 43351411 against Rs. 15783777 inthe previous year. Profit after Tax for the year 2020-21 stood at Rs. 35616411 asagainst Rs. 13068777 in the previous year.
The paid-up Equity Share Capital of the Company as on March 31 2021 was Rs. 3.07 crorecomprising of 3070000 equity shares of 10 each. During the year under review yourCompany has neither issued any shares with differential voting rights nor has granted anystock options or sweat equity. The Company has paid Listing Fees for the Financial Year2021-22 to Bombay Stock Exchanges where its equity shares are listed.
MATERIAL CHANGES AND COMMITMENT- IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR TILL DATE OF THIS REPORT:
There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report except for the impactarising out of COVID-19 which is detailed elsewhere in this Report.
COVID-19 AND ITS IMPACT
The Directors have been closely reviewing with the Management the impact of COVID-19on the Company. Your Company had to temporarily suspend operations at its plants andlocations in March 2020 as per the directives of the Government and keeping in mind theparamount need of safety of the employees. The operations though in a scaled down mannerhave since commenced after obtaining permissions from the authorities concerned and allsafety measures including social distancing are being followed. The dispatches tocustomers have also recommenced. The Management is in constant touch with its customers onthe evolving situation and are making all efforts to service their requirements withminimal delays. The situation created by Covid-19 continues to hold some uncertainties forthe future; however the Board and the Management will do it's best to address the sameas the situation evolves in the interests of all stakeholders of the Company.
MEASURES AGAINST COVID-19 PANDEMIC
The Company has taken following measures to prevent Covid infection:
1. Free vaccination camps for employees at the Factory
2. Ensuring social distance & mandating the usage of masks at the workplace.
3. Thermal scanning & hand sanitising of every person visiting the Factory.
4. Periodic Sanitisation of entire Facility
With a view to deploy the profits into the existing operations of your Company Boardof Directors has not recommended any dividend for the year.
During the Financial Year 2020-21 Rs. 55513519/- was incurred towards capitalexpenditure primarily on account of repairmaintenance modernization upgradationreplanting and other programmes undertaken in the unit of the Company.
During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The company accords high priority to control environment and conservation of energywhich is an ongoing process. The Company has planted trees to control and maintainenvironment surrounding of the factory. As required by the provisions of Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are given inseparate statement attached here to and forming part of the report (Annexure B).
SAFETY AND HEALTH
The Company gives highest priority to safety and occupational health. The workersofficers and other staff members of the Company are given training from time to time todeal with any safety and health related emergency situations. The factory buildingsmachineries and intellectual information properties are maintained in safe condition.Process operations and handling of chemicals at the factory are reviewed frequently forsafety. Adequate safety equipments are given to workers for safe guard.
PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed. (Annexure C).
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under During the financial year2020-21 the Company has not received any complaints on sexual harassment.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 toBSE where the Company's Shares are listed.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website http://www.chemiesynth. com/.
At the 31st Annual General Meeting of the Company held on 26th day of September 2017M/s. Milin 3. Jani & Co. Chartered Accountants (Firm No.: 106396W) were appointed asthe Statutory Auditors of the Company from the conclusion of 31st AGM till the conclusionof the 36th AGM of the Company.
The provisions of section 148(2) for appointment of Cost Auditors are not applicable tothe Company. The Company has maintained the cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
STATUTORY AUDITORS OBSERVATION:
The Report given by the Auditors on the financial statements of your Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
Pursuant to the provisions of Section 204 of the Act and the rules made there underthe Company had appointed M/s. Nitin Sarfare Company Secretaries to undertake theSecretarial Audit of the Company for the year ended March 31 2021. A Secretarial AuditReport for the year ended 31st March 2021 in prescribed form duly audited by thePractising Company Secretary Mr. Nitin Sarfare Proprietor of Nitin Sarfare CompanySecretaries is annexed herewith and forming part of the report.
COMMENTS ON SECRETARIAL AUDIT REPORT
The board of directors are in process of appointment of Internal Auditor and willcomply with section 138 of the Companies Act 2013. Dematerialisation of the Promotersshareholding are in process. 99.91% Of the Promoters Shareholding has been dematerialisedand promoters are in the process of dematerialising the remaining physical shares. Otherremarks of the Secretarial Auditor is self-explanatory.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIESACT 2013
The details of Loans and Investments and guarantees covered under the provisions ofSection 186 of the Act are given in the Notes to the Financial Statements forming part ofAnnual Report.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
RISK MANAGEMENT POLICY/ COMMITTEE
The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.
As per the requirements of Section 92(3) of the Act and Rules framed there under theannual return for FY 2020-21 is uploaded in the website of the Company. The same isavailable on https://www.chemiesynth.com/investor.html
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3) (c) of the Companies Act 2013 and alsoon the basis of discussions with the Statutory Auditors of the Company from time to timethe Board of Directors to the best of its knowledge and ability confirm that :
(a) in the preparation of the annual accounts for the Financial Year ended March 312021 the applicable accounting standards have been followed and there are no materialdepartures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year and of the profitof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the Annual Accounts for the Financial Year ended March 31 2021on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
(a) The Company has a proper and adequate system of internal financial controlscommensurate with its nature and size of business and meets the following objectives:
(b) Providing assurance regarding the effectiveness and efficiency of operations;
(c) Efficient use and safeguarding of resources;
(d) Compliance with policies procedures and applicable laws and regulations; and
(e) Transactions being accurately recorded and reported timely.
(f) The Company has a budgetary control system to monitor expenditures and operationsagainst budgets on an ongoing basis.
REPORTING OF FRAUDS
There were no instances of frauds during the year under review which required theStatutory Auditors to report to the Audit Committee and / or the Board under Section143(12) of the Act and the rules made thereunder.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of directors have met 6 times and Independent Directors once during the yearended 31st March 2021.
Meetings of Board of Directors were held during financial year 2020-21 are as follows:
The Board as on 31st March 2021 comprises of 6 (Six) Directors out of which twoDirectors are Non-Executive Independent Directors and three directors are Non-ExecutiveDirectors and one Director is Managing Director who is responsible for the day-to-daymanagement of the Company subject to the supervision direction and control of the Boardof Directors. The Company satisfies the criteria of having minimum no of independentdirectors in the board as per the provisions of Companies Act 2013.Further the Company isnot required to satisfy the criteria of minimum of Independent Directors as per SEBI(LODR) 2015 regulations as the corporate governance clauses are not applicable to thecompany.
Detail of attendance at Board Meeting is as follows:
?Exdudes directorships in Private Limited Companies Section 25 Companies ForeignCompanies. Membership/ Chairmanship in Committee of Directors includes Audit Committee andStakeholders' Relationship/Grievance Committee of Directors only. This does not indudeMembership/Chairmanship in Committee of Directors of Chemiesynth (Vapi) Limited.
DETAILS OF COMMITTEE OF DIRECTORS (AS ON 31st MARCH 2021)
A. AUDIT COMMITTEE
The composition of Audit Committee consists of two independent directors and a ManagingDirector.
The terms of reference stipulated by the Board to the Audit Committee are as per theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
Attendance of Committee members during 2020-21 is as follows:
Audit Committee meeting were held 5 times on the following dates during the year2020-21:
1) 08th May 2020
2) 30 June 2020
3) 14th August 2020
4) 11 November 2020
5) 13 February 2021.
The recommendation by the Audit committee as and whenever made to Board has beenaccepted by it.
B. NOMINATION AND REMUNERATION COMMITTEE
Composition of Nomination and Remuneration Committee:
During the financial year 2020-21 Nomination and Remuneration Committee met one time.The meeting was held on SO"1 June 2020. All committee members were presentat the meeting.
C. SHAREHOLDER/INVESTORS GRIEVANCE COMMITTEE :
Your Company is not required to constiture a Shareholder/Investors Grievance committeeunder section 178 (5) of Companies Act 2013 and under regulation 20 of SEBI (LODR)Regulations 2015
D. SHARE TRANSFER COMMITTEE
The Board of Directors in its meeting dated 28th May 2016 had constituted Sharetransfer committee for approving transfer request received from Registrar & ShareTransfer Agent. Composition of the committee is as follows:
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
Particulars of Contracts or Arrangements with Related Parties referred to in Section188 (1) in Form AOC-2 are annexed as "Annexure D" to this Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The company is not falling within the criteria of Section 135 of the Companies Act2013. Board of Directors will formulate the policy once it comes within the provisions ofSection 135 of the Companies Act 2013.
KEY MANAGERIAL PERSONNEL :
No Changes has been made in the key managerial personnel of the company.
The following is list of Key Managerial Personnel of the company.
Mr. Rushabh Suresh Mehta (DIN: 00784327) Director of the Company would retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment.
POLICY ON DIRECTORS' APPOINTMENT
Policy on Directors' appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Listing Agreement with Stock Exchanges and good corporatepractices. Emphasis is given to persons from diverse fields or professions.
POLICY ON REMUNERATION
Guiding Policy on remuneration of Directors Key Managerial Personnel and employees ofthe Company is that -
Remuneration to unionised workmen is based on the periodical settlement with theworkmen union.
Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen (non Unionised) is industry driven in which it is operating taking into accountthe performance leverage and factors such as to attract and retain quality talent.
For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has put in place a Whistle Blower Policy to provide an open and transparentworking environment and to promote responsible and secure whistle blowing system fordirectors and employees of the Company to raise concern. The Policy provides adequatesafeguard against victimisation of director(s) / employee(s) who raise the concern andhave access to Chairman of Audit Committee who is entrusted to oversee the whistle blowermechanism. The Policy is available on the website of the Companyhttp://www.chemiesynth.c0m4
POLICIES OF THE COMPANY
The Board of Directors has formulated the following policies which are available on website of the company http://www.chemiesynth.com.
1. Code Of Business Conduct For Directors And Senior Executives
2. Nomination and Remuneration Policy
3. Vigil Mechanism / Whistle Blower Policy
4. Insider Trading - Code of Conduct
5. Code of Fair Disclosure CSL
6. Preservation of Documents and Archival Policy
7. Policy on Determination of Materiality of Events/Information
SUBSIDIARIES AND ASSOCIATE COMPANY'S
As on 31st March 2021 Company has no subsidiaries and associate companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review is annexed tothis report (Annexure E).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders which were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's Operations infuture.
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively.
The company does not falls under the criteria 15(2) (a) of the Listing Obligations& Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of thecompany was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last dayof the previous financial year. Hence compliance with Corporate Governance provisions asper Listing Obligations & Disclosure requirements (LODR) Regulations 2015 are notapplicable to company.
Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation the Company has received from its banker Bank of Baroda and variousGovernment agencies. Your Directors also wish to thank all the employees for theirco-operation.