Garodia Chemicals Limited
149/156 Garodia Shopping Centre
Garodia Nagar Ghatkopar East Mumbai - 400077
Your Directors have pleasure in presenting the 27th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March2019.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results :
The Company's performance during the year ended 31st March 2019 as comparedto the previous financial year is summarized below:
|Particulars ||For the financial year ended 31st March 2019 ||For the financial year ended 31st March 2018 |
|Income ||- ||35776093 |
|Less: Expenses ||1967944 ||2566900 |
|Profit/ (Loss) before tax ||(1967944) ||33209193 |
|Less: Provision for tax ||- ||- |
|Income Tax of earlier years w/off ||- ||- |
|Exception Income ||- ||- |
|Exception expenditure ||- ||- |
|Profit after Tax ||(1967944) ||33209193 |
|APPROPRIATION || || |
|Interim Dividend ||- ||- |
|Final Dividend ||- ||- |
|Tax on distribution of dividend ||- ||- |
|Transfer of General Reserve ||- ||- |
|Balance carried to Balance sheet ||(1967944) ||33209193 |
During the period under review the Company has not carried on any business activities
Considering the loss incurred in the current financial year your Directors have notrecommended any 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 JOINT 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 accepted following amount from Directors as aLoan.
|S.No. ||Parties from whom Loan taken ||Nature of transaction ||Nature of Relationship ||Amount |
|1. ||Garodia Sons Private Limited ||Loan Taken ||Common director & Sister concern ||Rs.109126 |
|2. ||Maheshkumar Garodia ||Loan Taken ||Director ||Rs.32473708 |
|3. ||Nishant M Garodia ||Loan Taken ||Relative of director ||Rs. 1719328 |
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 I 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 2019 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms partof this Report. Further the Company has website therefore the Company will place theExtract of the Annual Return (as at 31st March 2018 and as at 31stMarch 2019) referred to in Section 92(3) in MGT-9 format on the below mentionedweb-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:
The following material changes have occurred between the end of the financial year ofthe Company and the date of this report:-
1. The Company approved the conversion of the Loan taken from into redeemablepreference share and issue 0.01% redeemable preference share ('Preference Shares')amounting to Rs. 34232160 divided into 3423216 preference shares of Rs. 10/- Each.
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 took place during the financial year 2018-19.
None of the Directors of the Company has resigned as Director of the Company. Howeverthe Director of the Company Ms. Trupti Madhukar Bolke has resigned from the office ofDirector w.e.f. July 22 2019.
Changes in the Key Managerial Personnel:
There were no changes in the Key Managerial Personnel during the year under review.
However the following resignation occurred after the closure of financial year March2019 :
1. Mr. Harish Kote has resigned from the Company as the Chief Financial Officer (CFO)of the Company with effect from May 11 2019.
2. Ms. Deepti Paliwal has resigned from the Company as the Company Secretary (CS) ofthe Company with effect from April 26 2019.
iii. Retirement by rotation
In accordance with the provisions of the Act none of the Independent Directors wereliable to retire by rotation.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Mahesh Garodia(holding DIN: 01250816) is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment. The Board of Directorsrecommends the re-appointment of Mr. Mahesh Garodia as a Director of the Company. Thedetailed profile of Mr. Mahesh Garodia recommended for re-appointment is mentioned in theNotice for the AGM in pursuance to Secretarial Standards-2 and Regulation 36 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.
1. The term of Mr. Brian Lawerance Fernandes as an Independent Director had expired ason 31st March 2019. The Company had passed a Special resolution on 24thMarch 2019 for re-appointment of Mr. Brian Lawerance Fernandes as an Independent Directorfor a second term of 5 years with effect from 1st April 2019 to 31stMarch 2024 as provided under Section 149(10) of Companies Act 2013.
2. The term of Mr. Kunal Naik as an Independent Director had expired on 31stMarch 2019. The Company has passed a Special resolution on 24th March 2019 forreappointment of Mr. Kunal Naik as Independent Director for a second term of 5 years witheffect from 1st April 2019 to 31st March 2024 as provided underSection 149(10) of Companies Act 2013.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 5 times during the financial year ended 31stMarch 2019 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. |
(*)Ms. Deepti Paliwal Company Secretary resigned with effect from April 26 2019.
The Audit Committee met 5 times during the financial year ended 31st March2019 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 |
|3. Ms. Trupti Madhukar Bolke ||- Member |
*Ms. Trupti Madhukar Bolke resigned from the Company with effect from July 22 2019.
The members of the Nomination and Remuneration committee met 2 times during the yearunder review
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.
Major criteria / gist defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:
1. Minimum Qualification
2. Positive Attributes
The salient features of the Remuneration Policy and changesis available on Company'swebsite and can be accessed in the link provided herein below:
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. Ms. Trupti Bolke ||- Member |
|4. Mr. Brian Fernandes ||- Member |
*Ms. Trupti Madhukar Bolke resigned from the Company with effect from July 22 2019.
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 manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
g. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provision of Corporate Social Responsibilities is not applicable on 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 non-independentdirectors 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 31 STMARCH 2019:
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2019 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.
The Auditor have Material uncertainty related to Going Concern :
Auditor draw attention to the financial statements which indicates that the Companyhas incurred the loss till Rs. l9.6 Lakhs for the year ended 31st March 2019. The Companyhas disposed off its entire -fixed asset written off entire non-moving bad and doubtfulreceivables resulting into complete standstill in the operations of the Company. Theseevents or conditions indicate that a material uncertainty exists that may cast significantdoubt on the Company's ability to continue as a going concern However the financialstatements of the Company have been prepared on a going concern basis.
However the Auditor has not modified its opinion in this matter and it isself-explanatory further not required any comments from Board of Directors.
Director's Reply on the above concern of Auditor:
As per Auditor's opinion the Company had disposed off its entire assets and incurringthe loss in the financial year 2018-19 with the view to revive the Company management isin the process of finding suitable ways in order to make the Company profitable again.
Management is optimistic about the Company and Company will get the suitable project inorder to revive the Company.
a. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2019 :
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. Kamran &Associates Company Secretaries had been appointed to issue Secretarial Audit Report forthe financial year 2018-19.
Secretarial Audit Report issued by M/s. Kamran & Associates Practising CompanySecretaries in Form MR-3 for the financial year 2018-19 forms part to this report AnnexureIII. The said report has some observation in the Secretarial Audit Report requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
|Observation of Secretarial Auditors' Report ||Company's Reply |
|Regulation 6 SEBI (LODR) Regulations 2015: The Company had not designated the Company Secretary as the Compliance Officer of the Company during the period under review. ||A number of professional were approached and were offered to join the Company for the position of Company Secretary & Compliance Officer. However looking at the present status of the Company and uncertainty of its future they express unwillingness to join the Company. Due to the said reason Company was unable to appoint a Company Secretary and hence the Chairman of the company i.e. Mr. Mahesh Garodia who is not a qualified Company Secretary has been appointed temporarily as the Compliance officer. |
|Regulation 46 SEBI (LODR) Regulations 2015: The Company has a website but it was not updated during the period under review. ||Company is in the process of updating the Website as per Regulation 46 SEBI (LODR) Regulations 2015 |
|Section 138 of the Companies Act 2013: The Company had not appointed Internal Auditor for the financial year 2018-19. ||Looking at the present status of the Company and uncertainty of its future even for the post of Internal Auditor many nominees who were approached by the Company showed unwillingness to join the Company. Hence Company could not appoint Internal Auditor for the Financial year 2018-19. |
|Regulation 31(2) SEBI (LODR) Regulations 2015: The partial shareholding of promoter(s) and promoter group was not in dematerialized form. ||Company is in the process of converting Partial Physical shares of Promoter and Promoters group in Dematerialised form. |
|Regulation 15 read with Regulation 27 SEBI (LODR) Regulations 2015: The Company had not filed the Non-Applicability of Corporate Governance provisions certificate on BSE for the quarter ended June 2018 September 2018 & December 2018 respectively ||The company does not fall under the criteria as mentioned in Regulation 15 read with Regulation 27 of SEBI (LODR) Regulations 2015. Due to which the Company is not required to file Non-Applicability of Corporate Governance certificate on quarterly basis. Although the Company has filed the same with BSE on April 15 2018 as a good Corporate Governance measure. |
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 2019 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 March2019 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(a)(ii) 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 IV" 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
Date: November 13 2019