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Chemiesynth (Vapi) Ltd.

BSE: 539230 Sector: Industrials
NSE: N.A. ISIN Code: INE829R01018
BSE 05:30 | 01 Jan Chemiesynth (Vapi) Ltd
NSE 05:30 | 01 Jan Chemiesynth (Vapi) Ltd

Chemiesynth (Vapi) Ltd. (CHEMIESYNTHVAPI) - Director Report

Company director report

FOR THE YEAR ENDED ON 31ST MARCH 2018

Dear Shareholders

Your Directors present the 32nd Annual Report and Audited Financial Statements of thecompany for the year ended 31st March 2018. Your company is focusing on its core strengthand putting its efforts to improve its financial position.

FINANCIAL RESULTS

During the year under review the financial results on the operations of the Companyare as under:

(Amount in Rupees)
Particulars: Current Year Previous Year
(2017-18) (2016-17)
Gross Income 137719722 33641870
Profit /(Loss) before Depreciation 9156524 (199)
Less : Depreciation (5211165) (1777704)
Profit (Loss) before Tax 3945359 (1777903)
Less Provision for Tax : Current Tax - -
: Deferred Tax - -
Profit (Loss) for the year 3945359 (1777903)

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) notified by the Ministryof Corporate Affairs with effect from 1st April 2017 with a transition date of 1stApril 2016. Ind AS 101 - First time adoption of Indian Accounting Standards requires thatall Ind AS's and interpretations that are issued an effective be applied retrospectivelyand consistently for all financial years presented.

OPERATIONS/STATE OF COMPANY'S AFFAIRS

During the year under review gross income has increased from Rs. 33641870 to Rs.137719722 while company has reported a profit of Rs 3945359 this year from the loss ofRs. (1777903) reported last year. There is no Change in the nature of business duringthe year under review. No significant and material orders have been passed by theregulators or Courts or Tribunals impacting the going concern status and the company'soperations in future during the year under review.

DIVIDEND

With a view to deploy the profits into the existing operations of your Company Boardof Directors has not recommended any dividend for the year.

DEPOSITS

The Company has not accepted any public deposits under chapter V of the Companies Act2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The company accords high priority to control environment and conservation of energywhich is an on going 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 year2017-18 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 2018-2019 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/.

AUDITORS

At the 31st Annual General Meeting of the Company held on 26th day of September 2017M/s. Milin J. 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.

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.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS

Sr. No. Performance evaluation of Performance evaluation performed by Criteria
1. Each Individual directors Nomination and Remuneration Committee Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc.
2. Independent directors; Entire Board of Directors excluding the director who is being evaluated Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc.
3. Board and its committees All directors Board composition and structure; effectiveness of Board processes information and functioning fulfillment of key responsibilities performance of specific duties and obligations timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

PARTICULARS OF LOANS INVESTMENTS AND GURANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013

The company has not given any loan or guarantee nor made any investment under section186 of the Companies Act 2013 in the financial year 2017-18.

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.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return (MGT-9)is annexed herewith and forming part of the report. (Annexure D).

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 timewe state that:

(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; and

(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.

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.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of directors have met 6 times and Independent Directors once during the yearended 31st March 2018. Meetings of Board of Directors held during financial year 2017-18are as follows:

1 24th April 2017 5 14th December 2017
2 26th May 2017 6 31st January 2017
3 28th August 2017
4 14th September 2017

The Board as on 31st March 2018 comprises of five Directors out of which fourDirectors are Non-Executive Directors and one Director is Managing Director who isresponsible for the day-to-day management of the Company subject to the supervisiondirection and control of the Board of Directors. The Chairman of the Company isNon-Executive Director. The remaining Two Directors are Independent Directors comprises40% of the total strength of the Board. Detail of attendance at Board Meeting is asfollows:

Name of Director No. of Board Meetings held during financial year No. of Board Meetings attended Number of Membership in Boards of Other Companies* NO. of Membership/ Chairmanship in Other Companies*
2016-17
Mr. Satish B. Zaveri 6 6 NIL NIL
Mr. Sandip S. Zaveri 6 6 NIL NIL
Mr. Bhanurai N. Mehta 6 6 NIL NIL
Mr. Minesh Jayshukhlal Shah 6 6 NIL NIL
Mr. Rushabh Mehta 6 6 NIL NIL
Ms. Dhara N Thacker 6 4 NIL NIL

* Excludes directorships in Private Limited Companies Section 25 CompaniesForeign Companies. Membership/Chairmanship in Committee of Directors includes AuditCommittee and Stakeholders' Relationship/Grievance Committee of Directors only. This doesnot include Membership/Chairmanship in Committee of Directors of Chemiesynth (Vapi)Limited.

All directors except Ms. Dhara Narottambhai Thacker were present on 31stAGM held on 26th September 2017.

DETAILS OF COMMITTEE OF DIRECTORS (AS ON 31ST MARCH 2018)

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 2017-18 is as follows:

Name Chairman/ Member No. of Audit committee meetings No. of Audit Committee meetings attended
Mr. Minesh J. Shah (Independent Director) Chairman 5 5
Mr. Rushabh Mehta (Independent Director) Member 5 5
Mr. Sandip Zaveri (Managing Director) Member 5 4

Audit Committee meeting were held 5 times on the following dates during the year2017-18:

1st April 2017 26th May 2017 28th August 2017 14th December 2017 and 31stJanuary 2018.

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:

Mr. Rushabh Mehta - Chairman
Mr. Minesh Shah - Member
Mr. Bhanurai Mehta - Member

During the financial year 2017-18 Nomination and Remuneration Committee met two times.The meetings were held on 26th May. 2017 and 22nd January 2018. All committee memberswere present at both 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 consituted Sharetransfer committee for approving transfer request received from Registrar & ShareTransfer Agent. Composition of the committee is as follows:

A. Sandip S. Zaveri - Chairman
B. Satish B. Zaveri - Member
C. Bhanurai N. Mehta - Member

Share transfer committee met two times in FY 2017-18 and all members were present inthe meeting.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

The company has sold various finished products and/or intermediate products inordinary course of business at ARM LENGTH PRICE to related parties in which directors areinterested. Further some of machineries/spare parts from time to time were sold torelated party during the financial year 2017-18 at current market price and after propervaluation of machineries. The board of directors has approved the transactions from timeto time. (List of transactions is attached. (Annexure E))

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March 2018 in prescribed form dulyaudited by the Practising Company Secretary Ms. Samata Saraf Proprietor of Samata SarafCompany Secretaries A 302 Anmol Towers S.V. Road Goregaon (West) Mumbai - 62 isannexed 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. Other remarks of the Secretarial Auditor is self-explanatory.

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 :

Mr. Bhupen N Hatkar resigned from the position of Company Secretary w.e.f 31stJanuary 2018.

Mr. Shinil U Nambrath was appointed as Company Secretary w.e.f 31st January2018.

The following is list of Key Managerial Personnel of the company.

Mr. Sandip Satish Zaveri - Managing Director
Mr. Parimal A. Desai - Chief Financial Officer
Mr. Shinil U Nambrath - Company Secretary

DIRECTORS

Ms. Dhara N Thacker was appointed as additional Independent Woman Director in the BoardMeeting held on 26th May 2017 and her appointment was approved in the 31stAnnual General Meeting by the Shareholders of the Company.

Mr. Minesh J Shah resigned from his position as Independent Director of the Companyw.e.f 31st January 2018.

Mr. Bhanurai N Mehta Director of the Company would retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCILAL YEAR AND DATE OF THE REPORT.

Ms. Dhara N Thacker has resigned from the Post of Independent Director w.e.f 30thMay 2018.

Mr. Rushabh S Mehta has resigned from the Post of Independent Director w.e.f 24thAugust 2018.

Mr. Pramod G Gujarathi was appointed as an Additional Independent Director w.e.f 30thMay 2018.

Ms. Zarna N Shah was appointed as an Additional Independent Woman Director w.e.f 08thAugust 2018.

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.com.

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 2018 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 F).

SECRETARIAL STANDARDS

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.

CORPORATE GOVERNANCE

The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year. Hence compliance with Corporate Governance provisions as perListing Obligations & Disclosure requirements (LODR) Regulations 2015 are notapplicable to company.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Director
Place: Vapi Mr. Sandip S. Zaveri Mr. Satish B. Zaveri
Date: 24th August 2018 Managing Director Director
DIN: 00158876 DIN: 00158861