Your Directors are pleased to present the 26th Annual Report of the companytogether with Audited Statement of Accounts and the Auditor's Report for the FinancialYear ended 31st March 2022. The summarized financial results for the financialyear are as under:
1. Financial Results:
The Financial performance of your Company for the year under review is summarizedbelow:
|Particulars || ||For the year ended 31st March 2022 ||For the year ended 31st March 2021 |
|Revenue from Operations || ||114937886 ||139158564 |
|Other Income || ||1814562 ||1391341 |
|Total Income || ||116752448 ||140549905 |
|Less: Depreciation/ Amortization/ Impairment || ||10112968 ||9874280 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense || ||106639480 ||130675625 |
|Less: Finance Costs || ||13628509 ||13567188 |
|Less: Other Operating & Non-Operating Expenses || ||99049016 ||110540412 |
|Profit /loss before Exceptional items and Tax Expense || ||(6038045) ||6568025 |
|Add/(less): Exceptional items || ||0 ||0 |
|Profit /loss before Tax Expense || ||(6038046) ||6568025 |
|Less: Tax Expense ||Current Tax ||0 ||0 |
| ||Deferred Tax ||(430657) ||(270616) |
|Profit /loss for the year (1) || ||(5607388) ||6838641 |
|Total Comprehensive Income/loss (2) || || ||0 |
|Total (1+2) || ||(5607388) ||6838641 |
|Balance of profit /loss for earlier years || || || |
The Standalone Gross Revenue from operations for FY 2021-2022 was Rs. 116752448/- asagainst Rs. 140549905/- in the previous year 2020-2021 which shows the decrease inRevenue by 16.93%. The Company incurred a Loss of Rs. 5607388/- for FY 2021-2022 asagainst Profit of Rs. 6838641/- reported in the previous year 2020-2021 which shows thedecrease in profitability by 18 %.
2. Transfer to Reserves
During the Financial Year 2021-2022 the Company has not transferred any amount toGeneral Reserve under the head of Reserve and Surplus Account.
During the year under review the Company has incurred losses and thus the Board ofDirectors of the Company after considering holistically the relevant circumstances hasdecided that it would be prudent not to recommend any Dividend for the financial year2021-2022.
4. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
5. Change in the Nature of Business if any
During the Financial Year 2021-2022 the Company has not entered into any new business.Hence the nature of business remained the same.
The Company has not accepted or renewed any amount falling within the provisions ofSection 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirementfor furnishing details of deposits which are not in compliance with Chapter V of the Actis not applicable. However the Company has taken secured as well as unsecured Loans fromBanks which are considered as exempt deposits under Sub-clause (iii) of Clause (c) underSub-rule 1 of Rule 2 of The Companies (Acceptance of Deposits) Rules 2014
Further the Company has accepted advances from Customers which are considered as exemptdeposits under Sub-clause (xii) (a) of Clause (c) under Sub-rule 1 of Rule 2 of TheCompanies (Acceptance of Deposits) Rules 2014.
7. Share Capital Structure
Authorised share Capital
During the year under review the Authorised Share capital remained the same with Rs.120000000/- divided into 12000000 Equity Shares of Rs.10/- each.
Paid-up Share Capital
The paid-up Equity Share Capital as at March 31 2022 stood at Rs. 114873330/-divided into 11487333 Equity Shares of Rs.10/- each fully paid up.
During the year under review the Company has not issued any shares with differentialvoting rights nor has granted any stock options or sweat equity or warrants.
As on March 31 2022 none of the Directors of the Company held instruments convertibleinto Equity Shares of the Company.
8. Material Changes and Commitments affecting Financial Position between the end of theFinancial vear and date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
9. Subsidiary/Joint Ventures/Associate Company
Your Company does not have any Subsidiary Joint venture or any Associate Company.
10. Annual Return
The copy of Annual Return as required under Section 134(3)(a) and Section 92(3) of theAct read with Rule 12 of Companies (Management and Administration) Rules 2014 in FormMGT-7 shall be made available on Company's websitehttp://www.chemtechvalves.com/investor-relations.htm for your kind perusal andinformation.
11. Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Notes to the Financial Statements forming partof Annual Report.
12. Related Party Transactions
All related party transactions that were entered into during the Financial Year2021-2022 were on an arm's length basis and were in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee for approval andalso before the Board for its noting and approval is required as per the policy onMateriality of Related Party Transaction of the Company.
Further all the necessary details of transaction as defined under Section 188 of theCompanies Act 2013 entered with the related parties as defined under Section 2 (76) of thesaid Act are attached herewith in Form AOC-2 (ANNEXURE I ) for your kind perusal andinformation. Members may also refer to Note 36 to the financial statement which sets outrelated party disclosures pursuant to IND AS
13. Meetings of the Board of Directors
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of themeetings is circulated to the Directors well in advance to help them plan their scheduleand ensure meaningful participation. Only in the case of special and urgent business theBoard's approval is taken by passing resolutions through circulation as permitted by lawwhich are noted in the subsequent Board meeting.
In certain special circumstances meetings of the Board are called at a shorter noticeto deliberate on business items which require urgent attention of the Board. The Companyhas complied with secretarial standards issued by the ICSI on Board meetings.
The Board met Ten (10) times during the year. The details of meetings of Board ofDirectors held during the Financial Year 2021-22 are provided in the Corporate GovernanceReport that forms part of this Annual Report. The intervening period between two Boardmeetings did not exceed 120 days as prescribed by the Companies Act 2013 read withRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
14. Committees of the Board
The Board of Directors as on 31st March 2022 has the following Committeesconstituted:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee.
Details of the Committees of the Board along with their composition number of meetingsand attendance at the meetings are provided in the Corporate Governance Report forming thepart of Annual report.
15. Board of Directors and Key Managerial Personnel
The Board of Directors of the Company has various Executive and Non-Executive Directorsincluding Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
Rotation of Director
In pursuance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Puneet Pradeep Badkur Director of the Company is liable to retire byrotation at the forthcoming Annual General Meeting ("AGM") and being eligibleoffers himself for re-appointment.
The members of the Board in consultation of Nomination & Remuneration Committeerecommend to the members of the Company the re-appointment of Mr. Puneet Pradeep Badkuron the Board.
Change in Directors and Key Managerial Personnel
During the period under review following were the changes in Directors and KeyManagerial Personnel:
|Sr.No Date ||Name of Directors and Key Managerial Personnel ||Changes |
|1 31.01.2022 ||Ms. Deepali Gupta ||Resigned from the position of Company Secretary & Compliance Officer |
|2 09.02.2022 ||Ms. Anjali Nair ||Appointed as the Company Secretary & Compliance Officer |
|3 22.02.2022 ||Mr. Parimal Mehta ||Resigned from the position of Independent Director |
|4 01.03.2022 ||Ms. Anjali Nair ||Resigned from the position of Company Secretary & Compliance Officer |
The Board places on record its sincere and deep appreciation for the services renderedby Ms. Deepali Gupta Mr. Parimal Mehta and Ms. Anjali Nair during their tenure.
Following were the changes in Directors and Key Managerial Personnel after the yearend:
|Sr.No Date ||Name of Directors and Key Managerial Personnel ||Changes |
|1. 19.05.2022 ||Ms. Prachi Kothari ||Appointed as the Company Secretary & Compliance Officer |
|2. 19.05.2022 ||Mr. Hemant Goyal ||Appointed as Additional Non- Executive Independent Director. |
Further the Board recommends the proposal of his appointment for the consideration ofthe Members of the Company at the forthcoming AGM and same has been mentioned in theNotice convening the AGM. A brief profile of Mr. Hemant Goyal has also been providedtherein.
16. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 read with PartD of Schedule II to the Listing Regulations the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees.
The Independent Directors of the Company have held one meeting during the year onJanuary 7 2022 without the presence of Non-Independent Directors and members of themanagement to review the performance of Non-Independent Directors and the Board ofDirectors as a whole.
17. Declaration bv Independent Directors
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) SEBI(LODR)Regulations 2015.
Further in terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed that they have registered themselves with the databankmaintained by the Indian Institute of Corporate Affairs (IICA).
18. Familiarization Program for Independent Directors
All new Independent Directors inducted into the Board attended the orientation program.The Company has conducted programs to familiarize Independent Directors with the Companytheir roles rights responsibilities in the Company nature of industry in which theCompany works and other allied matters.
The Independent Directors were highly satisfied with the functioning of the Board andits various Committees and the high level of commitment and engagement.
19. Policy on Director's Appointment and Remuneration:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-Executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees.
The policy also provides the criteria for determining qualifications positiveattributes and Independence of Director and criteria for appointment of Key ManagerialPersonnel / Senior Management and performance evaluation which are considered by theNomination and Remuneration Committee and the Board of Directors while making selection ofthe candidates.
The current policy is to have optimum combination of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2022 the Board had Five (5)members three (3) of whom are executive directors and two (2) Independent Directorsincluding One Woman Director. The details of Board and committee composition tenure ofdirectors other details are available in the Corporate Governance Report that forms partof this Annual Report. The policy of the Company on Director's appointment andremuneration as required under section 178 of the Companies Act 2013 is also availableon the website of the Company www.chemtechvalves.com
20. Directors' Responsibility Statement
In accordance with the provision of Section 134(5) of the Companies Act 2013 the Boardof Directors of the Company confirms that-
a) In the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
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 2021-2022 and ofthe Profit & Loss of the Company for the period;
c) They have 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) They have prepared the annual accounts on a going concern basis;
e) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
d) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.
21. Future Outlook:
The COVID-19 pandemic is a worldwide crisis and has meant that the economies will haveto operate alongside the disease now as the attention has started shifting from lockdownto safe reopening. Accordingly Company is taking effective steps to improve operationalefficiency. India's stable macroeconomic environment and strong growth outlook stand outrelative to other emerging markets. With India's ever-growing requirements and additionplanned by the Government through various initiatives there exists substantialopportunity for future growth as the Company's products are geared up for therequirements. However trade tensions & COVID-19 Pandemic among major economiesimpacted global growth prospects and has larger concerns on slowing down of world trade.The uncertainties associated with the pandemic COVID-19 may have adverse impact on thedemand and supply chain in the short-term and the Company is working to minimize theimpact of such aberrations to sustain the operations and identify new opportunities togrow. Accordingly the company is executing the strategies to mitigate the impact ofslowdown of trade.
22. Particulars of Employees and Remuneration to Managerial Personnel
In pursuance to Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the details asrequired are provided in this Board's report and marked as (ANNEXURE II).
During the Financial Year 2021-22 no employee was in receipt of remuneration exceedingthe limits as stated in Rule (5) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Therefore no disclosures of details as prescribed inRule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are made in ANNEXURE II attached to the Board report.
23. Corporate Social Responsibility (CSR)
The Company doesn't fall under the ambit of Section 135 (1) read with the Companies(Corporate Social Responsibility Policy) Rules 2014 hence Corporate SocialResponsibility policy is not applicable to the Company.
24. Vigil Mechanism
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly pursuant to the provisions of Section 177(9) of the Companies Act2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of Listing Regulations the Board of Directors of the Company has framed theWhistle Blower Policy for Directors and employees of the Company to provide a mechanismwhich ensures adequate safeguards to employees and Directors from any victimization onraising of concerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. The employees of theCompany have the right/option to report their concern/grievance to the Chairman of theAudit Committee. No person has been denied access to the Chairman of the Audit Committee.
During the Financial Year 2021-22 no complaints were received of any sort from anyDirectors and employee of the Company. Whistle Blower Policy is disclosed on the websiteof the Company http://www.chemtechvalves.com/investor-relations4.htm
25. Internal Financial Control and its Adequacy
The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding of its assets prevention and detection of fraud error reportingmechanisms accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures. The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control systems.
26. Risk Management
The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address the emergingchallenges. Major risks identified for the Company by the management are Currencyfluctuation Compliances of various applicable Laws Regulatory changes Manufacturing& Supply Litigation Technological Changes.
27. Audit report and Auditors Audit reports
The Auditor's report for Financial Year ending on 31st March 2022does not contain any qualification reservation or adverse remark. The Auditor's report isenclosed with financial statements in this Annual report.
The Secretarial Audit report for financial year ending on 31st March2022 does not contain any qualification reservation or adverse remark. The Secretarialreport is enclosed as ANNEXURE III to the Board's report.
As required by Listing Regulations the auditor's certificate on corporategovernance is enclosed and forms the part of Corporate Governance Report. The auditor'scertificate for financial year ending on 31st March 2022 does not contain anyqualification reservation or adverse remark except as stated in the report.
M/s. Raju & Prasad Chartered Accountants (Firm Registration No. 003475S) havingoffice at 511 The Corporate Centre Nirmal Lifestyle Mall LBS Marg Mulund (W) Mumbai-400 080 were appointed as the Statutory Auditors of the Company for a period of fiveconsecutive years in the Annual General Meeting of the members held on 29thSeptember 2017 to hold office from the conclusion of the 21st AGM of theCompany till the conclusion of 26th AGM of the Company at a remuneration asmutually agreed upon by the Board of Directors and the Statutory Auditors.
Accordingly M/s. Raju & Prasad Chartered Accountants will cease to be theStatutory Auditor of the Company effective from the conclusion of the ensuing AGM. TheBoard of Directors at their meeting held on 19th May 2022 have considered andrecommended the re-appointment of M/s. Raju & Prasad Chartered Accountants as theStatutory Auditors of the Company for a consecutive period of five 5 years from theconclusion of the ensuing AGM on the basis of recommendation of the Audit Committee.
M/s. Pimple & Associates Practicing Company Secretary is appointed as secretarialauditor of the Company for fiscal 2022 as required under section 204 of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The Secretarial Audit Report is annexed as Annexure III and forms an integralpart of this Report. The secretarial auditor has not expressed any qualifications in theirSecretarial Audit Report for the year under review. Pursuant to regulation 24A of theListing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 082019 the Annual Secretarial Compliance Report forms part of this Report and is uploadedon the website of the Company i.e. http://www.chemtechvalves.com/investor-relations7.htm
The Board of Directors at their meeting held on 19th May 2022 has appointedM/s. Pimple & Associates Practicing Company Secretary as the Secretarial Auditor ofthe Company.
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of section 148(1) of Companies Act 2013 are not applicable for the businessactivities carried out by the Company.
Reporting of frauds by auditors
During the year under review the Statutory auditors have not reported to the AuditCommittee and/ or Board under Section 143 (12) of the Companies Act 2013 any instancesof fraud committed against the Company by its officers or employees the details of whichwould need to be mentioned in the Board's report.
28. Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings of the Company.
29. Conversation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy- N.A
(ii) The steps taken by the Company for utilising alternate sources of energy: N.A
(iii) The capital investment on energy conservation equipments: N.A
(B) Technology absorption-
(i) The efforts made towards technology absorption: None
(ii) The benefits derived like product improvement cost reduction product developmentor import Substitution: None
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):
(a) The details of technology imported: None
(b) The year of import: N.A
(c) Whether the technology been fully absorbed: N.A
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A
(iv) The expenditure incurred on Research and Development: Nil
(C) Foreign exchange earnings and Outgo-
|Foreign Exchange Earnings ||Rs. 4578700/- |
|Foreign Exchange Outgo ||NIL |
30._Cor2orate_lnsoivency_Resoiution_Process_lnitiated_under_the_lnsoivency_andBankruptcy Code 2016 (IBC)
No such process initiated during the period under review under the Insolvency andBankruptcy Code 2016 (IBC)
31. Failure to Implement any Corporate Action
No corporate action took place during Financial Year 2021-22 and reporting for the samewith the concerned department has been completed within specified time limit.
32. Corporate Governance
Our corporate governance practices are a reflection of our value system encompassingour culture policies and relationships with our stakeholders. Integrity and transparencyare key to our corporate governance practices to ensure that we gain and retain the trustof our stakeholders at all times. We also endeavor to enhance long-term shareholder valueand respect minority rights in all our business decisions.
Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations aseparate section on corporate governance practices followed by the Company together witha certificate from the Company's Auditors confirming compliance forms an integral part ofthis Annual Report.
33. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI Listing Regulations is provided in a separate section and forms anintegral part of this Report.
34. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace.
All women employees whether permanent temporary or contractual are covered under theabove policy. An Internal Complaint Committee (ICC) has been set up in compliance with thesaid Act. During the year under review no complaints were reported to the Board.
35. Significant and material orders passed by the Regulators or Courts
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
36. Human Resources and Industrial Relations
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.
Your Company believes in the potential of people to go beyond and be the game-changingforce for business transformation and success. This potential is harnessed by fostering anopen and inclusive work culture that enables breakthrough performance and comprehensivedevelopment of employees through the three pillars of Leading Self Leading Teams andLeading Business.
37. Health Safety and Environment Protection
Company's Health and Safety Policy commits to comply with applicable legal and otherrequirements connected with occupational Health Safety and Environment matters andprovide a healthy and safe work environment to all employees of the Company.
38. Appreciation and Acknowledgement
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board places on record its appreciationfor the support and co-operation your Company has been receiving from its SuppliersRetailers Dealers & Distributors and others associated with the Company. TheDirectors also take this opportunity to thank all Clients Vendors Banks Government andRegulatory Authorities for their continued support.
|Registered office: ||For and on behalf of the Board of Director |
|105 Hiranandani Indl || || |
|Estate Opp. Kanjur Marg || || |
|Railway Station Mumbai- || || |
|400078 || || |
| ||Sd/- ||Sd/- |
| ||Puneet Pradeep Badkur ||Harsh Pradeep Badkur |
|Place: Mumbai ||Chief Financial Officer ||Chairman & Managing Director |
|Date: 18th July 2022 ||DIN:07803209 ||DIN:00676715 |