TO THE MEMBERS
Your Directors have pleasure in presenting the TWENTY EGHTH ANNUAL REPORT togetherwith the Audited Accounts of the Company for the period of 12 months ended on 31stMarch 2020.
1. FINANCIAL RESULTS
| || ||(Rs. In Lacs) |
| ||As at 31-03-2020 ||As at 31-03-2019 |
| ||(12 Months) ||(12 Months) |
|Operating Profit/(Loss) (before interest and depreciation) ||59.49 ||(14.81) |
|Less : Interest ||00.49 ||00.62 |
|Profit/(Loss) before depreciation ||59.00 ||(15.43) |
|Less : Depreciation ||02.04 ||01.12 |
|Profit/(Loss) before Tax ||59.96 ||(16.55) |
|Less : Current Tax. ||08.96 ||00.00 |
|Deferred Tax ||03.89 ||00.41 |
|Profit/(Loss) after Tax ||44.38 ||(16.96) |
2. TRANSFER TO RESERVES:
The Company has transferred the above profit amount to the General Reserves during theperiod under review.
Your directors regret their inability to recommend any dividend on the equity sharesduring the period under review.
4. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
The Operations of the company improved substantially on the back of new successfulintroduction of Caprylic/Capric Triglyceride products in the domestic markets. Thisresulted into a turnaround of company with marked improvement in profitability. TheCompany is making all efforts to expand the customer base.
After the close of the Financial Year 2019-2020 the prolonged ill effect of covid-19continued till the date of this report. However keen efforts of the company continuous tomaintain the business of the company as usual.
However dispatch of goods on account of Covid-19 lockdown did restrict the business ofthe company over which we do not have any control.
The key operating data is as follows during the period under report: ( In Rupees)
|1) ||Total income during the year Rs. ||62295000 |
|2) ||Taxes/ Duties etc. paid to Government Authorities || |
|a) ||Income tax paid (MAT)/other taxes ||1258000 |
|b) ||GST liability discharged ||11156033 |
|c) ||Listing fees (BSE) ||300000 |
| ||Fees paid to statutory authorities ||21240 |
| ||Total Paid ||12735273 |
|3) ||Net profit after Tax ||4438000 |
|4) ||Cash profit after Tax ||4642000 |
|5) ||Earning per share ( EPS) ||1.48 |
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Binaben Parasbhai Patel Director of the Company beingeligible offers herself for further period of 5 years re-appointment.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement withthe Stock Exchanges is enclosed as Annexure A.
8. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 the Secretarial Audit report forthe financial yearended 31st March 2020 given by Jignesh Shah PracticingCompany Secretary is annexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met four times. The details of the Boardmeetings are provided in the Corporate Governance Report.
10. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 your Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
(b) Appropriate accounting policies have been selected and applied so as to give a trueand fair view of the state of affairs of the Company as at March 31st 2020 andof the profit of the Company for that period.
(c) Proper and sufficient care has been taken 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 a going concern basis.
(e) The Directors have devised proper systems to ensure compliances with the provisionsof applicable laws and such systems are adequate and operating effectively.
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring minimal disruption to the best of ourabilities.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of the Act and underSEBI (LODR) Regulation 2015:
1) Shri Rajesh I. Mody
2) Smt. Binaben Parasbhai Patel
3) Shri Nitin Shantilal Shah
The Company has received requisite declarations/confirmations from all the aboveDirectors confirming their independence.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Statement containing Particulars of Employees pursuant to section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. However as per theprovisions of section 134 and 136 of the Companies Act 2013 the Report and financialstatement are being sent to the members and others entitled thereto excluding thestatements containing Particulars of Employees which is available for inspection by themembers at the Registered office of the Company during business hours on all working days(except Saturdays) up to the date of ensuing Annual General Meeting. Any memberinterested in obtaining a copy of such statement may write to the Company at theregistered office of the Company.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act 2013 which is not applicable to thecompany for the period under review hence no committee in this regard has beenconstituted.
15. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return for the Financial Year ended on 31st March2020 as required by Section 92(3) of the Act is annexed as Annexure C to this report.
16. RELATED PARTY TRANSACTIONS
Details of Contracts/arrangement with the Related Parties are appearing under Note no.27 and form part of this report. All related party transactions that were entered intoduring the year under report were on arm's length basis and were in the ordinary course ofbusiness. The related party transactions made by the Company with erstwhile promotercompanies have no potential conflict with the interest of the Company at large. RelatedParty Transactions are placed before the Audit Committee as also before the Boardwherever required for approval. The Policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website. The Company's management ensures totaladherence to the approved Policy on Related Party Transactions to establish Arm's LengthBasis without any compromise. Pursuant to the provisions of Section 188(1) of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 particulars ofmaterial contracts and arrangements entered between the Company and the Related Partiesare annexed herewith as Annexure A.
No Public deposits were accepted or matured during the period under review.
The company may have obtained overdraft (OD) facilities from the bank against CompanyFixed Deposit (FD) with bank in the routine course of business The company hasreturned/paid the OD as and when need fulfilled. There are no outstanding interestpayments on above. Our Company is debt free. The Company has adopted Indian AccountingStandards (Ind AS) from 1st April 2016.
M/S Samir M. Shah & Associate Chartered Accountants will hold office for theperiod of five consecutive years till the conclusion of 30th Annual Generalmeeting to be held in 2022.
20. COST AUDIT
The Central Government of India has not prescribed the maintenance of Cost AccountingRecords under sub Section (1) of Section 148 of the Companies Act 2013 and hence thisclause is not applicable to the company.
21. INTERNAL FINANCIAL CONTROLS:
During the previous financial year the Company had in place internal financial controlsystems as per the general understanding for smooth functioning. The Company has alsoappointed Internal Auditor. The same were reviewed and updated from time to time.
22. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 form part of this report. However as perthe provisions of section 134 thereports and accounts are being sent to all shareholders of the Company excluding theinformation relating to conservation of energy foreign exchange earnings and outgo andthe statement of particulars of employees. Any shareholder interested in obtaining suchparticulars may write to the Director/Company Secretary at the Registered Office of theCompany.
23. CORPORATE GOVERNANCE REPORT
During the year under Report Securities & Exchange Board of India (SEBI) introducednew listing Regulation SEBI (LODR) Regulation 2015 effective from December 1 2015. TheCorporate Governance Report & practices followed by the Company are indicatedseparately in the Annexure D forming part of this report. A certificate from thePracticing Company Secretary of the Company regarding the conditions of corporategovernance.
24. WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the listing agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company is in place with the Company. Available on company'swebsite (https://www.dropbox.com/s/ ckuqt7lv6skvcmi/WHISTLE%20BLOWER.pdf?dl=0).
25. INDUSTRIAL RELATIONS SAFETY AND ENVIRONMEN During the year under review theindustrial relations remained harmonious and cordial.
26. DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
During the financial year 2019-20 following directors appointed.
|Name ||Designation ||Appointment/Resignation ||Date of Appointment/Resignation |
|Khyati Vyas ||Chief Financial Officer Company Secretary cum Compliance Officer ||Appointed ||01 -04-2020 |
27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL EVALUATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy inter alia for nomination and appointment (including remuneration) ofDirectors senior management and key managerial personnel of the Company. The details ofNomination and Remuneration Policy is stated in the Corporate Governance Report anduploaded on website of the company at https://www.crestchemlimited.in/download/cd/remuneration-policy.pdf The Board of Directors of theCompany follows the criteria for determining qualification positive attributesindependence of Directors as per Nomination and Remuneration Policy and the BoardDiversity Policy and other applicable policies of the Company.
Directors are appointed/re-appointed with the approval of the Members for a term inaccordance with the provisions of the law and the Articles of Association of the Company.All Directors otherthan Independent Directors are liable to retire by rotation unlessotherwise specifically provided under the Articles of Association or under any statute orterms of appointment. One third of the Directors who are liable to retire by rotationretire at every annual general Meeting and are eligible for re-appointment.
Further details on election process appointment of Directors and the details ofremuneration paidto Directors and Managerial Personnel forms part of the CorporateGovernance Report.
The Directors extend their sincere thanks to the Bankers Central and State GovernmentAuthorities Customers Shareholders and all other who have been associated with theCompany for their co-operation continued support and for the confidence placed in themanagement of the Company.
29. Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel Rules 2014.
There is no other permanent employees on the rolls of the Company as on 31stMarch 2020. except Mr. Dipak N. Patel who is Managing Director of the Company so ratio/Mean remuneration compliance is not applicable to the Company.
30. GENERAL INFORMATION
1. The Company has taken an advantage of CFSS Scheme which is announced by MCA
2. AGM held during the financial year 2019-2020: 26th September 2019.
3. Stock Exchange where the shares of the company are listed: BSE Ltd.
4. Scrip Code of the Company: 526269.
5. As per LODR compliances listed Company has to appoint Company Secretary and ChiefFinancial Officer and internal Auditor Accordingly the Company has appointed Internalauditor Company secretary cum Compliance officer and CFO. Khyati Vyas has been Appointedas Company Secretary cum compliance officer and CFO on 01-04- 2020. The Company hasappointed Mr. Jignesh Shah PCS as Secretarial Auditor on 14-02-2020 and The Company hasappointed Mr. Divyesh Gajera as Internal Auditor on 14-11-2019.
6. The Company has appointed Khyati Vyas as Company Secretary cum Compliance officer on01-04-2020. Previous active non compliant status has been removed The Company has filedCompany Activation form-22Aon 04-06-2020 vide SRN R40656720 So Company is a ActiveCompliant Company. BSE intimation has been given for the appointment of Khyati Vyas asCompany Secretary cum Compliance Officer vide ack no. 1595501 dated 0204-2020.
7. The Company has now appointed CDSLfor monitoring of foreign investments and theSystem Driven Disclosures in Securities Market as per SEBI circularSEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09 2020 regarding Automation of ContinualDisclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations2015.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place : Indrad(Kadi) ||Dipak N. Patel |
|Date : 23-09-2020 ||Chairman/Managing Director |
| ||(DIN-02052080) |