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Fischer Chemic Ltd.

BSE: 524743 Sector: Industrials
NSE: N.A. ISIN Code: INE771F01025
BSE 00:00 | 25 Sep 29.05 -0.95
(-3.17%)
OPEN

29.05

HIGH

29.05

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29.05

NSE 05:30 | 01 Jan Fischer Chemic Ltd
OPEN 29.05
PREVIOUS CLOSE 30.00
VOLUME 30
52-Week high 72.95
52-Week low 29.05
P/E 4.28
Mkt Cap.(Rs cr) 0
Buy Price 29.05
Buy Qty 120.00
Sell Price 33.05
Sell Qty 5.00
OPEN 29.05
CLOSE 30.00
VOLUME 30
52-Week high 72.95
52-Week low 29.05
P/E 4.28
Mkt Cap.(Rs cr) 0
Buy Price 29.05
Buy Qty 120.00
Sell Price 33.05
Sell Qty 5.00

Fischer Chemic Ltd. (FISCHERCHEMIC) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 26th Annual Report together with theAudited Accounts of the Company for the Financial Year ended 31st March 2019.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(In Rupees.)
PARTICULARS 31st March 2019 31st March 2018
Revenue from Operations - -
Indirect Income 1925000 1955586
Total Revenue 1925000 1955586
Other Expenses 1665782 1805031
Depreciation and Amortization Expense - -
EBIT 1868644 1941688
Interest and Finance Cost - -
EBT (before exceptional items) 56356 13898
Exceptional items - -
Profit before Tax 56356 13898
Taxes
i) Current Tax 11000 2648
ii) Deferred Tax -
iii) MAT Tax -
Profit (Loss) for the period 45356 11250

2. REVIEW OF OPERATION:

During the financial year under review the Company had earned a total Revenue of Rs.19.25 Lakhs which is at par as compared to the previous year. Since the year 2018-2019 sawa total economy slowdown the chemical sector being affected drastically the effect can beseen directly on the Company s performance as well being able to survive in the cut-throatcompetition. On the other hand the Company has managed to procure more profit as comparedto the previous year by efficient use of resources. The Management is positive for thecoming years with their decisive efforts and optimum utilisation of resources.

3. DIVIDEND:

Even though the Company had procured more profit as compared to the previous year thetotal profit was inadequate for the Company to distribute in form of Dividend hence yourDirector regrets their inability to recommend Dividend for the year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5. TRANSFER TO RESERVES:

Being a profit during the year the Company has transferred amount to Reserve &Surplus Account.

6. SHARE CAPITAL:

During the financial year under review the Authorized Share Capital of the Company wasRs.40000000/- (Rupees Four Crores only) and the Issued Subscribed and Paid-up ShareCapital of the Company stood at 1720000/- (Rupees Seventeen Lacs Twenty Thousand only)divided into 172000 shares of Rs 10 each.

7. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable to the Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.

10. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large.

11. MEETINGS:

Board meeting:

The Board of Directors duly met 6 (Six) times during the financial year 2018-2019 thedetails are as under: 28th May2018 11th August 2018 14thNovember 2018 21st November 2018 12th February 2019 and 28thMarch 2019.The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (LODR) Regulations 2015 /Companies Act 2013.

The Composition of the Board as on the date of approval of the Board s Report is asunder:

Sr. No Name of the Director Category of Directorship
1. Mr. Dharav Dani Managing Director (Additional Director)
2. Ms. Arthi Khandelwal Independent Director
3. Mr. Ashishkumar Dhakan Independent Director
4. Mrs. Sejal Soni Executive Director

12.COMMITTEE MEETINGS:

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI Regulations read with Section 177 of the Companies Act 2013.Apartfrom all the matters provided in Regulation 18 of SEBI Regulations and Section 177 of theCompanies Act 2013 the Audit committee reviews reports of the internal auditor meetsstatutory auditors as and when required and discusses their findings suggestionsobservations and other related matters. It also reviews major accounting policies followedby the Company.

The Audit Committee is duly constituted and during the financial year 2018-2019 4(Four) Meetings of the Audit Committee were held 28th May 2018 11thAugust 2018 14th November 2018 and 12th February 2019.

The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.

The Composition of the Audit Committee is as under:

Sr. No Name of the Director Category of Directorship
1. Mrs. Arthi Khandelwal Chairman & Independent Director
2. Mr. Ashishkumar Dhakan Member & Independent Director
3. Mrs. Sejal Soni Member & Non Executive Director

B. Stakeholders' Relationship Committee:

The Scope of the Shareholders/ Investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non-receipt of annual report non-receipt of dividend etc and other related activities. Inaddition the Committee also looks into matters which can facilitate better investor'sservices and relations.

The Stakeholders' Relationship Committee is duly constituted during the financial year2018-2019 4 (Four) Meetings of the Stakeholders' Relationship Committee were held on 28thMay 2018 11th August 2018 14th November 2018 and 12thFebruary 2019.

The Composition of the Committee is as under:

Sr. No Name of the Director Category of Directorship
1. Mrs. Sejal Soni Chairman & Non Executive Director
2. Mr. Ashishkumar Dhakan Member & Independent Director
3. Mrs. Arthi Khandelwal Member Independent Director

C. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee.

The Nomination & Remuneration Committee is duly constituted during the financialyear 2018-2019 1 (One) Meetings of the Nomination & Remuneration Committee were heldon 28th May 2018.

The Composition of the Committee is as under:

Sr. No Name of the Director Category of Directorship
1. Ms. Arthi Khandelwal Chairman & Independent Director
2. Mr. Ashish Dhakan Member & Independent Director
3. Mrs. Sejal Soni Member & Non Executive Director

13.BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder's RelationshipCommittees.

The Meeting of Independent Directors were held on 29.03.2019 in which the performanceof the Company as well as the Board was evaluated by the Directors and a Separate Reporton it were submitted to the Board.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeadopted a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration. -The Nomination & Remuneration Committeeidentifies and ascertains the integrity qualification expertise and experience of theperson for appointment as Director and ensures that the candidate identified possessesadequate qualification expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed forappointment as Director is compliant with the provisions of the Companies Act 2013.

-The candidate s appointment as recommended by the Nomination and RemunerationCommittee requires the approval of the Board.

-In case of appointment of Independent Directors the Nomination and RemunerationCommittee satisfies itself with regard to the independent nature of the Directors vis--vis the Company so as to enable the Board to discharge its function and dutieseffectively.

-The Nomination and Remuneration Committee ensures that the candidate identified forappointment as a Director is not disqualified for appointment under Section 164 of theCompanies Act 2013.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. INDEPENDENT DIRECTORS:

- The Company has received declaration from all the Independent Directors of theCompany confirming that they meet with criteria of Independence as prescribed undersub-section (6) of section 149 of the Companies Act 2013. None of the Directors of yourCompany is disqualified under Section 162 (2) of the Companies Act 2013.

B. CHANGES IN KMP:

- Mr. Abhishek Halan was appointed as a Company Secretary & Compliance Officer ofthe Company w.e.f. 21st November 2018 who resigned from the post of CompanySecretary w.e.f. 11.06.2019 and was then replaced by appointing Mr. Vedant Bhatt asCompany Secretary & Compliance Officer of the Company from 12th June 2019.

- Mr. Vinay Mehta resigned from the post of Managing Director of the Company w.e.f.20.04.2019 and Mr. Dharav Dani was appointed as Managing Director of the Company w.e.f 20thApril 2019.

16. SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

17. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

Your Company strongly believes in providing a safe and harassment-free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to provide anenvironment to all its employees that is free from discrimination and harassmentincluding sexual harassment. There is no woman employee in the company. However thecompany has complied with the provisions of Internal Complaints Committee under the SexualHarassment of women at workplace (prevention prohibition and redressal) Act 2013.

During the year ended 31st March 2019 no complaint pertaining to sexual harassmentwas received by the Company.

18. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

• that in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures.

• that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

• that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

• The Directors had prepared the accounts for the financial year ended 31st March2019 on a going concern basis.

• The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company s operations.

20. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Board of Directors are satisfied with the adequacy of the internal control systemin force in all its major areas of operations of the Company. The Company has an externalfirm of Chartered Accountants as Internal Auditors to observe the Internal Controlswhether the work flows of organization is being done through the approved policies of theCompany and similar matters. Internal Auditors present its report to the Audit Committee.The audit committee assists the board of directors in monitoring the integrity of thefinancial statements and the reservations if any expressed by the company s auditorsincluding the financial internal and secretarial auditors and based on their inputs theboard is of the opinion that the company s internal controls are adequate and effective.

21. AUDITORS & AUDITORS REPORT:

The Board had appointed M/s. Koshal & Associates Chartered Accountants asstatutory auditors of the Company in the 22nd Annual General Meeting who is supposed tohold office from the conclusion of 22nd Annual General Meeting (AGM) for aperiod of five (05) consecutive years subject to the ratification by the shareholders ateach AGM held after the previous AGM.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

The Ministry of Corporate Affairs vide notification dated 07/05/2019 notified severalSections of the Companies (Amendment) Act 2018. In view of the said notification therequirement of ratification of appointment of auditors under Section 139 of the CompaniesAct 2013 at each AGM is no longer required.

22. INTERNAL AUDITORS :

The Company has re-appointed Mr. Bhusan Adhatrao Chartered Accountants Mumbai asInternal Auditor of the Company for financial year 2019-20.

23. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed Ms. Vinita Vahitra of M/s. Vahitra & AssociatesCompany Secretaries in practice as Secretarial Auditor of the Company for the financialYear 2018-19. The Secretarial Audit Report forms part of the Annual report as Annexure tothe Board s Report. This report contains no reservations or qualifications adverse remarkor disclaimer.

24. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure-B in the prescribed Form MGT-9 which forms part of this Report.

25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE 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 this financial statements relationthe date of this report.

26.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section134(3)(m) of the Company Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.

FOREIGN EXCHANGE:

During the year under review there were no foreign exchanges Earnings or outgo.

27. COST RECORDS:

The company is not required to maintain Cost Records as specified by the Centralgovernment under sub section (1) of section 148 of the Companies Act 2013.

28. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations. Company has identifiedvarious strategic operational and financial risks which may impact Company adversely.However management believes that the mitigation plans for identified risks are in placeand may not threaten the existence of the Company.

29. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behaviour in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

30. STOCK EXCHANGES:

The Company s shares are listed on the Bombay Stock Exchanges:

31. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company is notfalling within the prescribed ambit as mentioned therein.

32. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexedherewith as Annexure to the Board Report.

33. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure to the Board Report.

34. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support.

Registered Office: For Fischer Chemic Limited
104 First Floor Raghuleela Mega Mall
Behind Poisar Depot Kandivali West
Mumbai - 400067.
Sd/-
Date: 13.08.2019 Mr. Dharav Dani
Place: Mumbai Chairman

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