TO THE MEMBERS
Your Directors have pleasure in presenting the THIRTIEH ANNUAL REPORTtogether with the Audited Accounts of the Company for the period of 12 months ended on 31stMarch 2022.
1. FINANCIAL RESULTS
(Rs In Lacs)
| ||As at 31-03-2022 ||As at 31-03-2021 |
| ||(12 Months) ||(12 Months) |
|Operating Profit / (Loss) (before interest and depreciation) ||82.30 ||71.33 |
|Less : Interest ||1.58 ||1.61 |
|Profit / (Loss) before depreciation ||80.72 ||69.72 |
|Less : Depreciation ||02.60 ||02.39 |
|Profit / (Loss) before Tax ||78.12 ||67.33 |
|Less : Current Tax. ||22.02 ||10.51 |
|Deferred Tax ||(00.62) ||(00.59) |
|Profit/(Loss) after Tax ||56.72 ||57.41 |
2. TRANSFER TO RESERVES:
The Company has transferred the above profit amount under the head reserves and surplusand thereby networth of the Company has been increased and that will help the stakeholders for value maximization in a period to come.
In view of conserving resources and due to carried forward loss your directors regrettheir inability to recommend any dividend on the equity shares during the period underreview..
4. MATERIAL CHANGES AND COMMITMENTS:
During the year under review there were no material changes and commitments whichaffect the financial position of the Company. With the ease of Doing business mechanismfollowed by Government may give an addon to the Company to create the sustainable growthand development.
The Operations of the company continued to improve despite the disturbances due toCovid-19 and the Russia & Ukraine war and other adverse circumstance. The war hascreated the shortage of material and has also resulted in the increasing in the prices ofall inputs. However due to keen efforts on the part of the management to continues reviewof the business situations and taken timely remedial actions has improved the operationsduring the year. Inspite of the sedated business environemnt.
Shri Manojkumar Babubhai Patel (DIN 0009555373) was requested to join the Board asIndependent Director. A brief profile of Shri Patel was placed before the Board forconsideration. It was discussed in the meeting Board of Directors that Shri ManojkumarBabubhai Patel is young first generation self made entrepreneur and who is engaged in hismanufacturing business may be appointed as additional director (Independent Director) ofthe company as his guidance as a director would be very valuable for the company. Thematter was discussed in the meeting of board of directors and thereafter Shri ManojkumarBabubhai Patel (DIN 0009555373) was appointed as additional Director (independentDirector) of the company with effect from 01/04/2022 subject to approval of the same atthe next Annual General Meeting of the members of the company.
During the year under the review none of the Director of the Company has beendisqualified to act as the Director of the Company.
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 year ended 31st March 2022 given by Mehul Raval PracticingCompany Secretary is annexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met six times. The details of the Board meetingsare provided in the Corporate Governance Report Annexure D. The meetings held were incompliance with the secretarial standards issued by ICSI vis a vis section 118(10) ofCA-2013 to be read with SEBI LODR provisions.
The Audit Committee acts as a link between the statutory and internal auditors and theBoard of Directors. Its purpose is to assist the Board in fulfilling its oversightresponsibilities of monitoring financial reporting reviewing the financial statement andstatement of cash flow and reviewing the Companys statutory and internal auditactivities. The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013.
The Company has established the terms of reference of the Audit Committee in allrespect. The Company is not mandated with CG Requirement however the provisions of theCA-2013 are followed in all respect. The Composition of the same with attendance isforming part of the Corporate Governance Report.
10. DIRECTORS 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 2022 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 directors in the case of a listed company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively;
(e) The annual accounts have been prepared on a going concern basis.
(f) The Directors have devised proper systems to ensure compliances with the provisionsof applicable laws and such systems are adequate and operating effectively.
11. DISTURBANCES DUE TO INTERNATIONAL EVENT LIKE COVID-19 UKRAINE WAR ETC.
During the Financial Year 2021-22 the prolonged ill effects including disturbances inthe supply chain and such other disturbances continued till the date of this report.However keen efforts of the company continuously to maintain the business has resultedinto reducing the said impact on the business of the company as much as possible.
The implication of such continued disturbances are difficult to predict and hence it isdifficult to project an outlook. As such it may not be possible at this point of time toprovide business outlook for our Company and Industry in general.
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 Nitinkumar Shantilal Shah
4) Shri Manojukumar Babubhai Patel
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
Pursuant to Section 134(3)(a) and Section 92(3) of the Act the Copy of Annual returnof the company for the Financial Year ended on 31st March 2022 will be placedon the Companys website at www.crestchemlimited.in
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 arms length basis and were in the ordinarycourse of business. The related party transactions made by the Company with erstwhilepromoter companies have no potential conflict with the interest of the Company at large.
Related Party Transactions are placed before the Audit Committee as also before theBoard wherever required for approval. The Policy on Related Party Transactions asapproved by the Board is uploaded on the Companys website. The Companysmanagement ensures total adherence to the approved Policy on Related Party Transactions toestablish Arms Length Basis without any compromise. Pursuant to the provisions ofSection 188(1) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014 particulars of material contracts and arrangements entered between the Company andthe Related Parties are annexed herewith as Annexure C.
Related Party transaction during the year the details required to be mentioned inAOC-2 is annexed.
No Public deposits were accepted or matured during the period under review.
The company may have obtained overdraft (OD) facilities from the banks againstCompanys own Fixed Deposit (FD) with banks in the routine course of business Thecompany has returned / paid the OD as and when need fulfilled. There are no outstandinginterest payments on above. Our Company is debt free. The Company has adopted IndianAccounting Standards (Ind AS) from 1st April 2016.
BSE Annual Listing Fees (ALF)
ALF for the financial year 2021-22 was Rs 300000/- plusRs 54000/- GST. BSE hadwaived off one penalty of Rs 11800/-(Rs 10000/- plus Rs 1800/- GST) vide its emaildated 17th February 2021. BSE had waived off 2nd penalty of Rs 28320/-(Rs24000/- plus Rs 4320/- GST) vide its email dated 22nd September 2020. Hence totalpenalty waived off of both above penalties was Rs 34000/- (Rs 10000/- plus Rs24000/-). This amount waived off is adjusted vide paying the respective ALF as per theprevailing practice of BSE. Hence to that extend the ALF payable amount gets reduce thecalculation is as follows.
| ||Rs |
|ALF for F. Y. 2021-22 ||300000 |
|Less : Two Penalties waived off by BSE as above ||34000 |
|Amount subject to GST ||266000 |
|Add : GST Payable ||47880 |
|Total amount with GST ||313880 |
|Less : TDS deducted and paid ||30000 |
|Total ALF amount for F.Y. 2021-22 payable ||283880 |
|which was paid by our company to BSE Further || |
|ALF for F.Y. 2022-23 ||300000 |
|Add : GST ||54000 |
| ||354000 |
|Less : TDS ||30000 |
| ||324000 |
|Add ||2703 |
|Total payment already done to BSE towards full and final payments towards their ALF for F.Y. 2022-23 vide RTGS-UTR No. N115221930013562 dated 25-Apr-2022 ||326703 |
[BSE incorrect claim of due of Rs 1800/- and BSE's incorrect notice of interest and ofRs 903/- (Rs 301/- for 3 months = Rs 903/-) totalling to Rs 2703/- (Rs 1800 + Rs 903/- =2703/-]
The above payment was agreed to be ok by BSE as per their final mail dated26-Apr-2022 to us in which they have agreed to give re credit of Rs 1800/- beingincorrectly demanded by BSE which will be adjusted in ALF for F.Y. 2022-23 to due inApril 2023.
The Board approved Vigil Mechanism of the Company at its meeting held on 01/04/2021.The purpose of the policy is to provide a framework to promote a responsible and secureWhistle Blowing and to protect directors/employees wishing to raise a concern aboutserious irregularities within the Company. Under the policy protected disclosures againstbelow Board level employees will be addressed to the Whole TimeDirector / ManagingDirector and against Board level employees to the Chairman Audit Committee. During theyear no reporting under Vigil Mechanism was made by any employee or Director of theCompany.
M/s. Samir M. Shah & Associate Chartered Accountants will hold office for theperiod of five consecutive years till the conclusion of 35th Annual Generalmeeting to be held in 2027 Resolution for their re-appointment is part of the notice forapproval to the Members.
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:
The Board of Directors of the Company has layed down adquate internal financialcontrols which are operating effectively. The Company also has appointed Internal Auditor.Audit Committee on regular basis. The Internal audit is conducted to examine the adequacyrelevance and effectiveness of control systems compliance with policies plans andstatutory requirements and reports are placed before the Audit Committee for its review.During the previous financial year the Company had in place requisite internal financialcontrols for smooth functioning commensurate with the size and operation of our company.The Company also avails professionals services of Chartered Accountant firm (Purvi JigneshShah & Co) and senior advocate (Bhupendra N Shah) on retainer basis to assist thecompany broadly in strategic policy legal and internal financial controls etc..
HEALTH SAFETY & ENVIRONMENT
Your Company attaches highest priority to safety occupational health and protection ofenvironment in and around its working areas.
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 per the 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 is attached.
Risks are events situations or circumstances which may lead to adverse consequences onthe Companys business. Effective risk management process is key to sustainedoperations thereby protecting shareholder value improving governance process achievingstrategic objectives and being well prepared for adverse situations or unforeseencircumstances if they occur in the lifecycle of the business activities.
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 oncompanys website (https://www.dropbox.com/s/ ckuqt7lv6skvcmi/WHISTLE%20BLOWER.pdf).
25. INDUSTRIAL RELATIONS SAFETY AND ENVIRONMEN
During the year under review the industrial relations remained harmonious and cordial.
26. DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
During the financial year 2021-22 following directors appointed.
|Name ||Designation ||Appointment/Resignation ||Date of Appointment/Resignation |
|Dipak Narendraprasad Patel ||Managing Director ||Appointed ||01/10/2021 |
Note : Shri Manojkumar Babubhai Patel was appointed as additional director (IndependentDirector) on 01/04/2022 his appointments resolution is part of the notice formembers approval.
27. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL EVALUATION
To 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 the Company follows the criteria for determiningqualification positive attributes independence of Directors as per Nomination andRemuneration Policy and the Board Diversity Policy and other applicable policies of theCompany.
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 other than 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 paid to 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 are permanent employees on the rolls of the Company as on 31st March2022. Shri Dipak Narendraprasad Patel who is Managing Director of the Company Ms KhyatiVyas who is Company Secretary cum Compliance office and CFO and Mrs. Parul D. PatelManager (Administration) so ratio/ Mean remuneration compliance is applicable to theCompany as is part of the report. Annexure E
30. GENERAL INFORMATION
1. AGM held during the financial year 2021-22: 23rd September 2021.
2. Stock Exchange where the shares of the company are listed: BSE Ltd.
3. Scrip Code of the Company: 526269.
4. The Company has now appointed CDSL for monitoring of foreign investments and theSystem Driven Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09 2020 regarding Automation of Continual Disclosuresunder Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations 2015.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place : Indrad (Kadi) ||Dipak N. Patel |
|Date : 07-07-2022 ||Chairman and Managing Director |
| ||(DIN 02052080) |