CHEMTECH INDUSTRIAL VALVES LIMITED
Your Directors are pleased to present the T wenty First Annual Report of companytogether with Audited Statement of Accounts and the Auditor's Report for the financialyear ended 31st March 2017. The summarized financial results for the Financialyear are as under:
The Financial performance of your Company for the year under review is summarizedbelow:
(Rs. in Lakhs)
|PARTICULARS ||31st March 2017 ||31st March 2016 |
| || || |
|Sales & Other Income ||4713.13 ||3919.30 |
|Profit before Interest & Tax ||33.01 ||(268.95) |
|Less: Depreciation ||116.59 ||122.63 |
|Less: Finance Charges ||198.04 ||213.79 |
|Profit/(Loss) before Taxation ||33.01 ||(268.95) |
|Less: Provision for Taxation ||21.43 ||12.70 |
|Net Profit/(Loss) after taxation ||11.57 ||(281.65) |
Your Company has posted financial results during the year under review.
Turnover of the Company has increased from Rs. 3919.30 lacs to Rs. 4713.13 lacs and theNet profit increased from Rs. (281.65) lacs to Rs. 11.57 lacs.
The Directors do not recommend any dividend to the Shareholders.
Transfer to General Reserve:
No amount has been transferred to the General Reserve.
The export sale (FOB) for the year ended March 31 2017 was Rs. 5465873 compared toRs. 302351 during the previous year (Note No- 34 (E) of Financial Statement).
Foreign Exchange Management:
Transaction in Foreign currency are recorded at the rate of exchange prevailing on thedate of transaction. Foreign currency monetary assets and liabilities are converted inIndian currency at the rate of exchange or prevailing at the end of the year. Resultantgain and loss is recognized in the statement of profit and loss for the year.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 (theAct) your directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
b) The Company has selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and of the profit /lossof the Company for that period.
c) The Company has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
d) The annual accounts have been prepared on going concern basis.
e) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
f) The Company has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and are operating effectively.
Changes in Share Capital:
There was no change in the structure of the share capital of the Company during thefinancial year under review the details of share capital is given under Note 2 ofFinancial Statement.
Initial Public Offer:
The Company has not raised moneys by way of Initial Public Offer (IPO) or furtherpublic offer including debt instruments during the year.
Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 as a part of this Annual Report. ('Annexure-I' to the Directors' Report)
Particulars of Loan Guarantees and Investments under Section 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013shall be disclosed in Form No. AOC-2. (Annexure-H' to the Directors' Report)
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:
In order to promote safe and indiscriminative environment the Company has formed anInternal Complaints Committee where employees can register their complaints against sexualharassment. During the year under review Company has not received any complaint ofharassment the details of this policy is explained in the Corporate Governance Report.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated Vigil mechanism which is incompliance with the provisions of section 177 of the Companies Act 2013 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the details ofthis policy is explained in the Corporate Governance Report.
Details of Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Namrata Pradeep Badkur Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
The Company has received declarations from all the Directors including IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and Regulation 17 SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 of the Listing Agreement with the Stock Exchanges.
The Company has drafted a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.
The Company has conducted programmes to familiarize Independent Directors with theCompany their roles rights responsibilities in the Company nature of industry in whichthe Company works and other allied matters.
The Company has not accepted any deposits from the public (details are under annexure(V) to Independent Auditor's Report).
Receipt of any commission by MD / WTD from a Company or for receipt of commission /remuneration from it Holding or subsidiary:
Corporate Social Responsibility (CSR) Policy:
The Company doesn't fall under the ambit of Section 135 (1) hence Corporate SocialResponsibility policy is not applicable to the Company.
Meeting of the Board:
During the year 2016-2017 Five (5) Meetings of the Board were held on 30/05/201608/08/2016 02/09/2016 14/11/2016 10/01/2017. The intervening period between
two Board meetings was well within the maximum time gap of four months prescribed
in Regulation 17 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The attendances of each member of the Committee are given below:
|Name ||Designation ||Category ||Meeting Attendance |
|Mr.Pradeep Shikharchand Badkur ||Director ||Chairman ||5 |
|Mr. Namrata Pradeep Badkur ||Director ||Executive Director ||5 |
|Mr. Harsh Pradeep Badkur ||Managing Director ||Executive Director ||5 |
|Ignatious David Chittatukarakaran Inasu ||Whole Time Director ||Executive Director ||5 |
|N iranjay Amritlal Choudhary ||Independent Director ||Non-Executive Director ||4 |
|Rajnikant Hemchandra Panday ||Independent Director ||Non-Executive Director ||4 |
|Amit Kumar Jain ||Independent Director ||Non- Executive Director ||4 |
|Amitabh Rameshchand Luhadia ||Independent Director ||Non- Executive Director ||4 |
|Puneet Pradeep Badkur ||Additional Director ||Executive Director ||- |
During the year 2016-2017 only four (4) Audit Committee meetings were held and theaccounts were finalized for the year ended 2016-17
The meetings were held on:
30/05/2016 02/09/2016 14/11/2016 10/01/2017.
The attendances of each member of the Committee are given below:
|Name ||Designation ||Category ||Committee Meeting Attendance |
|Mr. Amit Kumar Jain ||Independent Director ||Chairman ||4 |
|Mr. Harsh Badkur ||Managing Director ||Member ||4 |
|Mr. Niranjay Choudhary ||Independent Director ||Member ||4 |
The Committee's composition meets with requirements of Section 177 of the CompaniesAct 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Members of the Audit Committee possess financial/ accounting expertise.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 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 manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
Nomination & Remuneration Committee Policy:
The Board of Directors of your Company in the meeting constituted the Nomination andRemuneration Committee with the requisite terms of reference as required under Section 178of the Companies and other applicable provisions thereof in place of existing RemunerationCommittee. The said Committee framed adopted and recommended the "NominationRemuneration & Evaluation Policy".
The Details of the Committee have been provided under Corporate Governance Report.
Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the companies (Appointment and Remuneration of managerialpersonnel) rules 2014:
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under. ('Annexure IV' to the Directors' Report)
No cases of fraud have been reported to the Audit Committee / Board during thefinancial year under review.
Conversation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
Details provided in Annexure III Corporate Governance:
Your Company is committed to maintain the highest standard of Corporate Governance andadhere to the requirements set out by SEBI. The Report on Corporate Governance asstipulated under Regulation 72 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 including the shareholder's information and auditor's certificate onits compliance forms a part of this Annual Report.
Industrial Relations continue to remain cordial.
Management Discussion and Analysis Report:
A detailed review of the operation performance and outlook of the Company is givenseparately under the head Management Discussion and Analysis Report.
The present Statutory Auditors of the Company M/s S.P. JAIN & ASSOCIATES CharteredAccountants retire at the conclusion of ensuing Annual General Meeting and are noteligible for re-appointment so M/s. RAJU & PRASAD CHARTERED ACCOUNTANTS be and ishereby appointed as Statutory Auditor of the Company from Financial Year 2017-2018 to2021-2022 to hold the office upto the conclusion of 25th Annual GeneralMeeting. The Company has received a letter from new Auditors that their appointment asStatutory Auditors if made would be within the limits prescribed under Companies Act2013 The members are requested to appoint the Statutory Auditors from the conclusion ofthis Annual General Meeting until the conclusion of 25th Annual General Meeting.
Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Pooja Vijay Gohil Practising Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is enclosed as Annexure V hereto.
The Board of Directors expresses their deep gratitude for the co-operation and supportextended to your Company by its customers suppliers Bankers and various Governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continued co-operation.
| ||For and on behalf of the Board of Director of |
|Place: Mumbai ||CHEMTECH INDUSTRIAL VALVES LIMITED |
|Date: 07th September 2017 || |
| ||Sd/- |
| ||Pradeep Shikharchand Badkur |
| ||DIN -00036822 |
| ||Chairman |