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Fischer Chemic Ltd.

BSE: 524743 Sector: Industrials
NSE: N.A. ISIN Code: INE771F01025
BSE 00:00 | 20 Mar 53.25 0
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53.25

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NSE 05:30 | 01 Jan Fischer Chemic Ltd
OPEN 53.25
PREVIOUS CLOSE 53.25
VOLUME 5
52-Week high 53.25
52-Week low 13.70
P/E 5.48
Mkt Cap.(Rs cr) 1
Buy Price 53.25
Buy Qty 241.00
Sell Price 36.20
Sell Qty 11.00
OPEN 53.25
CLOSE 53.25
VOLUME 5
52-Week high 53.25
52-Week low 13.70
P/E 5.48
Mkt Cap.(Rs cr) 1
Buy Price 53.25
Buy Qty 241.00
Sell Price 36.20
Sell Qty 11.00

Fischer Chemic Ltd. (FISCHERCHEMIC) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 25th Annual Report together with theAudited Accounts of the Company for the Financial Year ended 31st March 2018.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(In Rs.)
PARTICULARS 31st March 2018 31st March 2017
Revenue from Operations - -
Indirect Income 1955586 702450
Total Revenue 1955586 702450
Other Expenses 1941688 1364527
EBITDA 13898 (662077)
Depreciation and Amortization Expense - -
EBIT 13898 (662077)
Interest and Finance Cost - -
EBT (before exceptional items) 13898 (662077)
Exceptional items - -
Profit before Tax 13898 (662077)
Taxes
i) Current Tax 2648 -
ii) Deferred Tax - -
iii) MAT Tax - -
Profit (Loss) for the period 11250 (662077)

2. REVIEW OF OPERATION:

During the financial year under review the Company's revenue grew to Rs.1955586/-compared to Rs. 702450/- in the previous year. Profit before tax grew to Rs. 11250/-compared with loss of Rs. 662077/- in the previous year. Continuous losses havesubstantially wiped off the value represented by the Capital reserves and surplus andaccordingly the financial statements do not reflect the correct picture of the health ofthe Company. Since writing off losses has become inevitable for growth of the Company andits shareholders the Company has undertake financial restructuring exercise which willhelp the Company to reflect better its operational efficiency improvements in the futureyears and reflect the true shareholder value. Your Director expects to achieve betterperformance in the future taking maximum efforts to control the costs and optimize theresults in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy ofProfits and carry forward losses in 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. SHARE CAPITAL:

During the year under review there is change in the Issued and Subscribed paid-upEquity Share Capital of the Company as under:

The Company has Pursuant to the said National Company Law Tribunal (NCLT) Order dated 9thAugust 2017 reduced the existing issued subscribed and paid up Equity Share Capital ofthe Company from Rs.34400000/- divided into 3440000 Equity Shares of Rs. 10/- (RupeesTen only) each fully paid up to Rs. 1720000/- divided into 172000 Equity Shares of Rs.10/- (Rupees Ten only) each and such reduction has been effected by cancelling 3268000Equity Shares of Rs.10/- each amounting to Rs. 32680000/- which is lost orun-represented by the available assets i.e. Debit balance in Profit and Loss Account.

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees ordirectors of the company under any scheme.

6. 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 since your Company has no such employees.

7. 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.

8. 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.

9. 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. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure- A in Form AOC-2 and the same forms part ofthis report.

10. MEETINGS:

Board meeting:

The Board of Directors duly meets 7 (Seven) times during the financial year from ended31st March 2018 as under:

10th April 2017 29th May 2017 17th August 201713th September 2017 1st December 2017 12th December2017 and 13th February 2018.The periodicity between two Board Meetings was within themaximum time gap as prescribed in the SEBI (LODR) Regulations' 2015 / Companies Act2013.

The Composition of the Board is as under:

Sr. No Name of the Director Category of Directorship
1. Mr. Vinay Mehta Managing Director
2. Ms. Arthi Khandelwal Independent Director
3. Mr. Ashishkumar Dhakan Independent Director
4. Mrs. Sejal Soni Non Executive Director

11.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.

Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section177 of the Companies Act 2013 the Audit committee reviews reports of the internalauditor meets statutory auditors as and when required and discusses their findingssuggestions observations and other related matters. It also reviews major accountingpolicies followed by the Company.

The Audit Committee is duly constituted during the financial year ended on 31st March2018 4 (Four) Meetings of the Audit Committee were held 29th May 2017 13thSeptember 2017 12th December 2017 and 13th February 2018.

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. Ms. 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 yearended on 31st March 2018 4 (Four) Meetings of the Stakeholders' Relationship Committeewere held on 29th May 2017 13th September 2017 12thDecember 2017 and 13th February 2018.

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. Ashish Dhakan Member & Independent Director
3. Ms. 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 ended on 31st March 2018 1 (One) Meetings of the Nomination & RemunerationCommittee were held on 10th April 2017.

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 *

12.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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with criteria of Independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and under clause 49 of the ListingAgreements with the Stock Exchanges. None of the Directors of your Company is disqualifiedunder Section 162 (2) of the Companies Act 2013. As required by law this position isalso reflected in the Auditors' Report.

14.SUBSIDIARIES:

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

15.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 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures. _ that the Directors has selected suchaccounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss of the Company forthe year review. _ that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities and

• The Directors had prepared the accounts for the financial year ended 31st March2018 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.

16.AUDITORS & AUDITORS REPORT:

The Board put forward the appointment of M/s. Koshal & Associates CharteredAccountants as statutory auditors of the Company in the 22nd Annual General Meeting tohold office from the conclusion of ensuing Annual General Meeting (AGM) for a period offive (05) consecutive years subject to the ratification by the shareholders at each AGMheld 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 07/05/2018 notified severalSections of the Companies (Amendment) Act 2017. 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.

17. INTERNAL AUDITORS :

The Company has re-appointed Mr. Bhusan Adhatrao Chartered Accountants Mumbai asinternal auditor of the Company for financial year 2018-19.

18.STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules1988 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is not applicable in case of your Company.

19.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 & Associates CompanySecretaries in practice as Secretarial Auditor of the Company for the financial Year2017-18. The Secretarial Audit Report forms part of the Annual report as Annexure to theBoard's Report. This report contains the reservations as follows:

• "the Company has not appointed Company Secretary during year as per theprovision of Section 203 of the Companies Act 2013'.

In this Connection the Board of Directors submits as under:

As regard qualification mentioned above the Company is in the process of appointingCompany & Secretary Compliance office as required under Section 203 and is takingappropriate step to comply with the said qualification.

20.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

21. 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.

22. 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.

23.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.

24. 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.

25. STOCK EXCHANGES:

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

26. 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. The paid up Share Capital of theCompany is Rs. 1720000 and Net worth is Rs. (1010072.36)/-.

27.MANAGEMENT DISCUSSION ANALYSIS REPORT:

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

28. 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: 11.08.2018 Mr. Vinay Mehta
Place: Mumbai Managing Director