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Garodia Chemical Ltd.

BSE: 530161 Sector: Others
NSE: N.A. ISIN Code: INE236P01010
BSE 00:00 | 17 Aug Garodia Chemical Ltd
NSE 05:30 | 01 Jan Garodia Chemical Ltd
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OPEN 5.34
CLOSE 5.34
VOLUME 1000
52-Week high 10.36
52-Week low 4.85
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Garodia Chemical Ltd. (GARODIACHEMICAL) - Director Report

Company director report

To

The Members

Garodia Chemicals Limited

Your Directors hereby present the Twenty Fifth Annual Report together with the AuditedAccounts of the Company for the financial year ended 31st March 2017.

1. FINANCIAL STATEMENTS & RESULTS:

A. Financial Results

The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below:

(Amount in Lakhs)

Particulars For the financial year ended 31stMarch 2017 For the financial year ended 31stMarch 2016
Income 0 0
Less: Expenses 22.23 32.64
Profit/ (Loss) before tax -22.23 581.41
Less: Provision for tax 0 0
Income Tax of earlier years w/off 0 0
Exception Income 0 0
Exception expenditure 0 0
Profit after Tax -22.23 581.41

B. Operations:

During the period under review the Company has not carried on any business activities.

C. Dividend:

Since there has been no activity in the Company and the Company is running in lossesthe Board has thought it prudent not to recommend any dividend for the financial yearunder review.

D. 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.

E. Deposits:

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.

F. 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.

G. 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.are furnished as under:

A) Conservation of energy:

Steps taken or impact on conservation of energy
Steps taken by the company for utilizing alternate sources of energy Due to closure of Plant & suspension of manufacturing activitiesCompany has not spent any substantial amount on
Conservation of Energy to be disclosed here.
Capital investment on energy conservation equipments

(B) Technology absorption:

Efforts made towards technology absorption Considering the nature of activities of the
Benefits derived like product improvement cost reduction product development or import substitution Company there is no requirement with regard to technology absorption.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Details of technology imported Nil
Year of import Not Applicable
Whether the technology has been fully absorbed Not Applicable
If not fully absorbed areas where absorption has not taken place and the reasons Not Applicable
thereof
Expenditure incurred on Research and Development Nil

(C) Foreign exchange earnings and Outgo:

1st April 2016 to 31st March 2017 1st April 2015 to 31st March 2016

[Current F.Y.]

[Previous F.Y.]

Amount in Rs. Amount in Rs.
Actual Foreign Exchange earnings - -
Actual Foreign Exchange outgo - -

H. Extract of 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 2017 made under theprovisions of Section 92(3) of the Act is attached as Annexure I which forms part of thisReport.

I. Particulars of Investments Loans Guarantees and Securities:

The Company has not made any loans guarantees and investments covered under Section186 of the Act.

J. Disclosures under Section 134(3)(l) of the Companies Act 2013:

Except as disclosed elsewhere in this report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

K. 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 i. Appointment

In compliance with the requirement for the composition of the Board of the company Ms.Trupti Bolkewas appointed as an Additional Independent Director of the Company on 13thFebruary 2017 for a period of 5 years subject to approval of the members of the Companyin the ensuing Annual General Meeting.

ii. Retirement by rotation

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Mahesh Garodia(holding DIN: 01250816) is liable toretire by rotation at the ensuing AnnualGeneral Meeting and being eligiblehas offered himself for re-appointment. The Board ofDirectors recommends the re-appointment of Mr. Mahesh Garodia as a Director of theCompany. The detailed profile of Mr. Mahesh Garodia recommended for re-appointment ismentioned in the Notice for the AGM in pursuance to Secretarial Standards-2 and Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

B. Declarations by Independent Directors:

The Company has three Independent Directors and the Company has received declarationsfrom all the Independent Directors under Section 149(6) of the Companies Act 2013confirming their independence vis--vis the Company.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company consists of Four Directors Company Secretary and CFO on thedate of this report as follows:

The Company has following Directors & KMP in the Company:

1. Mr. Mahesh Garodia : Executive Whole-Time Director
2. Mr. Kunal Naik : Non-Executive Independent Director
3. Mr. Brian Fernandes : Non-Executive Independent Director
4. Ms. Trupti Bolke : Non- Executive Independent Director
5. Ms. Deepti Paliwal : Company Secretary
6. Mr. Harish Kumar Kote : Chief Financial Officer

All the Directors have rich experience and specialized knowledge in various areas ofrelevance to the Company. The Company has immensely benefited from the range of experienceand skills that the presence of diversity of Directors brings to the Board. Thecomposition of the Board is in compliance with the provisions of Companies Act 2013 andthe SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015.

None of the Directors are disqualified from being appointed/re-appointed as Directorsof the Company as per the disclosure received from them pursuant to Section 164(2) of theCompanies Act 2013.

None of the Non-executive Directors have any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.

4. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

A. Board Meetings:

The Board of Directors met 05 times during the financial year ended 31stMarch 2017in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The details of the same are as mentioned under:-

Date of meeting Names of Directors as on the date of meeting Directors Present Directors Absent
1. Mr. Mahesh Garodia 1. Mr. Mahesh Garodia
30th May 2016 2. Mr. Kunal Naik 2. Mr. Kunal Naik NIL
3. Mr. Brian Fernandes 3. Mr. Brian Fernandes
1. Mr. Mahesh Garodia 1. Mr. Mahesh Garodia
02th August 2016 2. Mr. Kunal Naik 2. Mr. Kunal Naik NIL
3. Mr. Brian Fernandes 3. Mr. Brian Fernandes
1. Mr. Mahesh Garodia 1. Mr. Mahesh Garodia
12th August 2016 2. Mr. Kunal Naik 2. Mr. Kunal Naik NIL
3. Mr. Brian Fernandes 3. Mr. Brian Fernandes
1. Mr. Mahesh Garodia 1. Mr. Mahesh Garodia
14thNovember 2016 2. Mr. Kunal Naik 2. Mr. Kunal Naik NIL
3. Mr. Brian Fernandes 3. Mr. Brian Fernandes
1. Mr. Mahesh Garodia 1. Mr. Mahesh Garodia
13th February2017 2. Mr. Kunal Naik 2. Mr. Kunal Naik NIL
3. Mr. Brian Fernandes 3. Mr. Brian Fernandes

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 Independent Director and

3. Mr. Mahesh Garodia Whole-TimeDirector.

4. Ms. Deepti Paliwal Company Secretary – Secretary to the Committee.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

The members of the Audit committee met 4 times during the year under review on 20thMay 2016 12th August 2016 14th November 2016 and 13thFebruary 2017 and all the members of the committee attended the meetings.

C. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company is in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Kunal Naik Chairman
2. Mr. Brian Fernandes Independent Director
3. Mr. Mahesh Garodia Whole-Time Director and
4. Ms. Trupti Bolke Independent Director.

In terms of sub-section 3 of Section 178 and Regulation 19 of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 of the Companies Act 2013 theNomination and Remuneration Committee of the Company has laid down a policy on theselection and appointment of Directors and the Senior Management of the Company and theirremuneration including criteria for determining qualifications positiveattributesindependence of a Director and other matters.

The members of the Nomination and Remuneration committee met 2 times during the yearunder review on 12th August 2016 and 13th February 2017 and allthe members of the committee attended the meetings.

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 Mr. Kunal Naik (Chairman) Mr. Mahesh Garodia and Mr.Brian Fernandes.

One meeting of the Stakeholders' Relationship Committee was held on 13thFebruary 2017 during the year under review and all the Directors attended the meetings.

The Company Secretary of the Company acts as the Secretary of the Stakeholders'Relationship Committee.

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 toMr. Kunal Naik the Chairman of the Audit Committee / Board of Directors.

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:

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee as under:

1. Ms. Brian Lawrence Fernandes - Chairman

2. Mr. Mahesh Garodia

3. Mr. Kunal Naik

The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee.

A meeting of the CSR committee was held on 02nd August 2016 and all themembers of the committee attended the same.

This being the first year the company is in the process of identifying the projectsand the roadmap for making spending and hence your Company was unable to initiate theactual expenditure for the CSR activity before 31st March 2017. However theCompany shall initiate the CSR programme in the current financial year 2017-18.

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 and CSR Committee.

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.

5. 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 2016:

The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March2017read 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 2017:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary for every listedCompany. M/s.Vijay Tiwari and AssociatesCompany Secretaries had been appointed to issueSecretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by M/s Vijay Tiwari and Associates Practising CompanySecretaries in Form MR-3 for the financial year 2016-17 forms part to this report as‘Annexure II'. The said reportdoes not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

C. Appointment of Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s M. K. Mehta & Co. (FRN: 129664W) CharteredAccountants the Statutory Auditors of the Company were appointed to hold office upto theconclusion of the ensuing Annual General Meeting.

The Board recommends the appointment of M/s. Laxmikant Kabra & Co. CharteredAccountants (FRN: 117183W) as the statutory Auditors of the Company for a period of 5years commencing from the conclusion of the ensuing Annual General Meeting till theconclusion of the Annual General Meeting to be held for the financial year ended 31stMarch 2022. The consent of M/s. Laxmikant Kabra & Co. Chartered Accountants alongwith the certificate in pursuance to Section 139 of the Companies Act 2013 have beenobtained to the effect that their appointment if made shall be in accordance with theprescribed conditions and that they are eligible to hold the office of Statutory Auditorsof the Company.

Necessary resolution for reappointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.

6. 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. Directors' 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 2017 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 March2017 and of the 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;

C. Corporate Governance:

The Corporate Governance Report for the year under review as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 of the is givenseparately which may be taken as forming part as "Annexure III" to this Report.

D. Disclosure under Section 43(a)(ii) of the CompaniesAct 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 Rule8(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.

7. 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.

8. 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

Sd/-

MAHESH GARODIA

WHOLE_TIME DIRECTOR AND CHAIRMAN

DIN: 01250816

Address: Namakwala M. G. Road

Ghatkopar (East) Mumbai-400077

Date : 05th May 2017

Place: Mumbai

Registered Office: 149/156 Garodia Shopping Centre

Garodia Nagar Ghatkopar East

Mumbai City-400077

CIN: L99999MH1993PLC070321

TEL No: 022-67983683 Fax No. 022-66716149

Mail: gclshares@gmail.com website: www.gchem.co.in