Garodia Chemicals Limited
149/156 Garodia Shopping Centre
Garodia Nagar Ghatkopar East Mumbai - 400077
Your Directors have pleasure in presenting the 30 th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March2022.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results :
The Company's performance during the year ended 31st March 2022 as comparedto the previous financial year is summarized below:
|Particulars ||For the financial year ended 31st March 2022 ||For the financial year ended 31st March 2021 |
|Income ||75 ||- |
|Less: Expenses ||1026563 ||1754164 |
|Profit/ (Loss) before tax ||(1026488) ||(1754164) |
|Less: Provision for tax ||- ||- |
|Income Tax of earlier years w/ off || || |
|Exception Income ||- ||- |
|Exception expenditure ||- ||- |
|Profit after Tax ||(1026488) ||(1754164) |
|APPROPRIATION || || |
|Interim Dividend ||- ||- |
|Final Dividend ||- ||- |
|Tax on distribution of dividend ||- ||- |
|Transfer of General Reserve ||- ||- |
|Balance carried to Balance sheet ||(1026488) ||(1754164) |
During the period under review the Company has not carried on any business activities.
With a view to preserve resources of the company your Directors have not recommendedany dividend for the financial year under review.
d. UNPAID DIVIDEND & IEPF:
The Company has not transferred any amount to the Investor Education & ProtectionFund (IEPF) and no amount is lying with Unpaid Dividend A/c of the Company.
e. TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to Reserves
f. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND TOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.
h. LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES:
During the under review the Company has not accepted any amount from Directors as aLoan.
i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES.
The Company has not entered into any transactions/contracts/arrangements referred to inSection 188(1) of Companies Act 2013 with related party(ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013 during the financial year underreview.
j. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofConservation of Energy Technology Absorption Foreign Exchange earnings and outgo etc.(if any) are furnished in Annexure II which forms part of this Report.
k. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2022 made under theprovisions of Section 92(3) of the Act is uploaded on the website of the company thereforethe Company will place the Extract of the Annual Return (as at 31st March 2021and as at 31st March 2022) referred to in Section 92(3) in MGT-9 format on thebelow mentioned web-address:-
l. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES:
The Company has not made any loans guarantees and investments covered under section186 of the Act.
m. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of theFinancial Year of the Company and date of this report.
n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS -
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
There was no change in Directorship of the Company and Key Managerial Personnel duringthe year under review.
i. Appointment :
There were no appointment during the financial year 2021-22.
None of the Directors of the Company has resigned as Director of the Company.
iii. Changes in the Key Managerial Personnel:
There were no changes in the Key Managerial Personnel during the year under review.
However Ms. Shreya Ramkrishnan the Company Secretary & Compliance Officer of theCompany has resigned w.e.f 8th August 2022
iv. Retirement by rotation
In accordance with the provisions of the Act none of the Independent Directors wereliable to retire by rotation.
The Board of Directors on the recommendations of The Nomination and RemunerationCommittee (NRC) have appointed Mr. Mahesh Garodia (holding DIN: 01250816) as a Whole timeDirector of the Company for a period of Five (5) years w.e.f 1st April 2022 upto 31stMarch 2027. The said re-appointment is subject to the approval of the shareholders at the30th Annual General Meeting of the Company.
The Shareholders are requested to approve the appointment.
The said Director is not disqualified from being re-appointed as a Director of aCompany as per the disclosure received from him pursuant to Section 164(2) of theCompanies Act 2013. Further Mr. Mahesh Garodia is aged 76 years hence pursuant toSection 196 the approval of shareholders through Special Resolution is to be taken at theensuing 30th Annual General Meeting.
The detailed profile of Mr. Mahesh Garodia recommended for reappointment is mentionedin the Notice for the AGM in pursuance to Secretarial Standards-2 and Regulation 36 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
b) DECLARATIONS BY INDEPENDENT DIRECTORS:
During the Financial Year under review declarations were received from all IndependentDirectors of the Company that they satisfy the "criteria of Independence" asdefined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with the provisions of Section 149(6) of the Companies Act 2013the Schedules and Rules framed there under.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 04 times during the financial year ended 31stMarch 2022 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.
The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.
b. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:
1. Mr Kunal Naik - Chairman
2. Mr. Brian Fernandes - Member.
3. Mr. Mahesh Garodia - Member.
The Audit Committee met 04 times during the financial year ended 31st March2022 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.
The scope and terms of reference of the Audit Committee have been in accordance withthe Act and the Listing Agreement entered into with the Stock Exchanges.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The Composition of the Committee is as under:
1. Mr. Kunal Naik - Chairman & Independent Director
2. Mr. Brian Fernandes - Member
The members of the Nomination and Remuneration committee met once during the year underreview
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee as constituted by the Board of Directors ofthe Company is in accordance with the requirement of the Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with the provisions ofSection 178 of the Companies Act 2013.
The said Committee comprises of:
1. Mr. Kunal Naik - Chairman
2. Mr. Mahesh Garodia- Member
3. Mr. Brian Fernandes - Member
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
f. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured
approach to manage uncertainty and to make use of these in their decision makingpertaining to all business divisions and corporate functions. Key business risks and theirmitigation are considered in the annual/strategic business plans and in periodicmanagement reviews.
g. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provision of Corporate Social Responsibilities are not applicable to the Company.
h. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
The Board has carried out an annual performance evaluation of its own performance andof the directors individually as well as the evaluation of all the committees i.e. AuditNomination and Remuneration Stakeholders Relationship other Committee of Directors.
The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard the exercise was carried out by feedback survey from each directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch as attendance contribution at the meeting etc.
In a separate meeting of Independent Directors performance of nonindependentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive director.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31stMARCH 2022:
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2022 read with the explanatorynotes therein are self-explanatory and therefore do not call for any further explanationor comments from the Board under Section 134(3) of the Companies Act 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2022 :
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s SV Kulkarni andAssociates had been appointed to issue Secretarial Audit Report for the financial year2021-22.
Secretarial Audit Report issued by M/s SV Kulkarni and Associates Practising CompanySecretaries in
Form MR-3 for the financial year 2021-2 forms part to this report Annexure III. Thesaid report has some observation in the Secretarial Audit Report requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013 as below:
|Observations ||Reply/ Explanations of the Board of Directors |
|Sec.138 of the Companies Act2013- The company had not appointed the internal Auditor for the F.Y.2020-21 ||The company shall appoint the Internal auditor at the earliest. |
|Sec.149(1) of the Companies Act2013- The company had not appointed a women director during the period under review. ||The company shall appoint the Independent Director at the earliest. |
|Sec.203 of The companies Act 2013and Regulation 6(1) SEBI (LODR) Regulations 2015:- The Company had not appointed the CFO during the period under review. The company had also appointed Company Secretary on 22nd January 2021. ||The company shall appoint the CFO at the earliest. |
|Regulation 31(2) SEBI (LODR) Regulations 2015- The partial shareholding of promoter(s) and promoter group was not in dematerialized form. ||The Company shall convert the same in dematerialized form at the earliest. |
|Regulation 46 SEBI (LODR) Regulations 2015:- The company had a website but it is not updated during the period under review. ||The Company shall be updating the website soon. |
|Regulation 3(5) SEBI (PIT) Regulations 2015:- The company has not maintained a Structured Digital Database as required under regulation 3(5) of SEBI (PIT) Regulations 2015. ||The Company has already purchased the software and shall be updating the SDD on regular basis. |
c. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Laxmikant Kabra & Co. Chartered Accountants(FRN: 117183W) the Statutory Auditors of the Company have been appointed for a term of 5years and they continue to be the Statutory Auditors of the Company.
d. MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.
e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL :
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2022 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2022 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
f. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
Your company is not required to constitute Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013as there are less than 10 employees in the company.
d. DISCLOSURE UNDER SECTION 43(aHii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
h. DISCLOSURE UNDER SECTION 197(12) OF COMPANIES ACT 2013
During the financial year under review the Company did not have any employees on thepay roll of the Company. Therefore there are no relevant disclosures under the provisionsof Section 197(12) of Companies Act 2013.
i. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
As stated earlier during the financial year under review the Company did not have anyemployees.
j. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 is given separately which may be taken as forming part as "Annexure II" tothis Report.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
For Garodia Chemicals Limited
Whole-Time Director & Chairman
Address: Namakwala M. G. Road
Ghatkopar (East) Mumbai-400077
Registered Office: 149/156 Garodia Shopping Centre
Garodia Nagar Ghatkopar East