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Kemistar Corporation Ltd.

BSE: 531163 Sector: Others
NSE: N.A. ISIN Code: INE971L01029
BSE 00:00 | 29 Jul 37.40 0.20
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NSE 05:30 | 01 Jan Kemistar Corporation Ltd
OPEN 37.50
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VOLUME 1261
52-Week high 48.80
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P/E 207.78
Mkt Cap.(Rs cr) 40
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Sell Price 0.00
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OPEN 37.50
CLOSE 37.20
VOLUME 1261
52-Week high 48.80
52-Week low 33.90
P/E 207.78
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kemistar Corporation Ltd. (KEMISTARCORP) - Director Report

Company director report

To

The Members

KEMISTAR CORPORATION LIMITED

Your Directors have pleasure in submitting their TWENTY SIXTH ANNUAL REPORT of theCompany together with the Audited Statements of Accounts for the year ended 31st March2020.

1. FINANCIAL RESULTS:-

(In Rs.)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Income from operations 440.84 310.64 1414.49 1007.15
Income from other heads 18.85 13.13 33.55 19.29
Total Expenditure 437.11 309.46 1390.15 989.82
Profit Before Tax 22.59 14.31 57.89 36.62
Profit After Tax 16.76 10.70 42.81 27.21
Basic and diluted EPS 0.16 0.10 0.40 0.25

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your company sustained and achieved total income Rs. 459.69 Lakh as compared toprevious year Rs. 323.77 Lakh

1. Domestic Sales: - The domestic sales Increased to Rs. 440.84 Lakh as compared toprevious year Rs 310.64 Lakh

2. Other Income:- Other income increased to Rs. 18.85 Lakh as compared to previous yearRs. 13.13 Lakh

The Company is rapidly expanding due to favorable condition of Indian Environment inSpecialty Chemical sectors. Company's Profitability increased by 64.29% from PreviousFinancial Year

3. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs. 107594080/- for the yearunder review. During the year under review the company has neither issued any shares withdifferential voting rights nor granted any stock Option nor any sweat Equity Shares.

4. DIVIDEND

In absence of adequate profit your Directors are unable to recommend any dividend forthe year ended 31st March 2020.

Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

5. FINANCE:

Cash and Cash equivalent as at March 31 2020 was Rs. 16.31 Lakh. The company continuesto focus

on adjusting management of its working capital Receivable purchases and other workingcapital parameters were kept under strict check through continuous monitoring.

6. DEPOSIT

The company has not invited accepted or renewed any deposit within the meaning ofChapter V other than exempted deposit as prescribed under the provisions of the CompanyAct 2013 and the rules framed thereunder as amended from time to time. Hence there areno particulars to report about the deposit falling under Rule 8(5) (v) and (vi) of theCompanies (Accounts) Rules 2014.

7. SUBSIDIARIES JVS OR ASSOCIATE COMPANIES

K P International Pvt. Ltd is the Wholly Owned Subsidiary of Company as on 31.03.2020

In terms of the provisions contained in Section 129(3) of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 a report of performance and thefinancial of wholly owned subsidiary is provided as “Annexure- A “ to thisreport

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company has not provided any loan or given any guarantee or provided security inconnection with such loan or made any investment in the securities of anybody corporatepursuant to section 186 of the Companies Act 2013 during the year under review and hencethe said provision is not applicable.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations. All resources areput to optimal use and adequately protected against any loss. Internal control systemscommensurate with its size and operations to ensure orderly and efficient conduct ofbusiness while safeguarding the assets quality safety procurements finance andaccounts and reducing and detecting error.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Appointment/ Cessation:

1) Mr. Hrishikesh Dipakbhai Rakholia : Appointed w.e.f. 14.02.2020
2) Ms. Falguni Patel : Appointed w.e.f. 06.07.2020
3) Mr. Parshottambhai Patel : Resigned w.e.f. 14.02.2020
4) Mrs. Nayana Atulkumar Patel : Resigned w.e.f. 14.02.2020
5) Ms. Surya Menon(Company Secretary) : Resigned w.e.f. 25.01.2020

2. Key Managerial Personnel:

The following are designated as Key Managerial Personnel as on 31.03.2020

1) Mr. Ketankumar Patel (Managing Director) : Appointed w.e.f. 11.01.2019
2) Ms. Sheeja Mohan (Company Secretary) : Appointed w.e.f 14.02.2020
3) Mr. Vasantbhai Savalia (Chief Financial Officer ) : Appointed w.e.f 31.03.2018

The company has compiled with the requirements of having Key managerial Personnel asper provisions of section 203 of the companies Act 2013.

All the independent Directors of your company have given their declarations that theymeet the criteria of independence as laid down under Section 149(6) of the Act and theSEBI (listing Obligations and Disclosure Requirements) Regulations 2015.

11. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board had adopted a formal mechanism forevaluating its own performance and as well as that of its committee and individualDirectors including the chairperson of the Board. The Exercise was carried out through astructured evaluation process covering the various aspects of the Board's functioning suchas composition of board & committees experience & competencies performance ofspecific duties & obligations governance issues etc.

The evaluation of the independent Directors was carried out by Board except theindependent Director being evaluated and the chairperson and the non independent Directorswere carried out by the independent Directors.

12. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of the board members.The detail of this policy is explained in the Corporate Governance Report and alsoavailable on www.kemistar.in.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Five Board Meetings were held during the 12 months accounting period ended March 312020. The dates of such Board Meeting are as below:

Sr. No. Date of Board Meeting
1. April 17 2019
2. May 30 2019
3. August 12 2019
4. November 14 2019
5. February 14 2020

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistentlyand made

judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS AND AUDITOR'S REPORT:

The company appointed M/s S. D. Mehta & Co. Chartered Accountants Ahmedabad (FirmRegistration No. 137193W) as Statutory Auditor of the company in the 25thAnnual General Meeting for a period of 4 consecutive years i.e. till the conclusion 29thAGM of the Company.

EXPLANATION ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORSThere were no qualifications reservations or adverse remarks made by the Auditors intheir report.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Your Company has not consumed energy of the significant level and accordingly nomeasures were taken for energy conservation and no additional investment was made for thereduction of energy conservation.

The particulars regarding technology absorption and foreign exchange earnings and outgopursuant to section 134 (6) (m) of the companies Act 2013 are NIL. - Annexure B

17. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureMGT-9 and is attached to this Report. - Annexure C

18. CORPORATE GOVERNANCE

The Corporate Governance Report together with the certificate received from the Auditorof the Company regarding compliance with the requirements of Corporate Governance asstipulated under Regulation 34 of the SEBI (Listing Obligations and disclosureRequirements) Regulations 2016 form an internal part of this report.-Annexure D

19. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)with Stock Exchange Management discussion and analysis on the business and operations ofthe company is

attached herewith and forms part of this Annual Report.-Annexure E

20. SECRETARIAL AUDIT

As a measure of good corporate practice the board of the director of the Company hassought the professional services M/s. Rohit Periwal & Associates Practicing CompanySecretary to conduct Secretarial Audit for FY 2019-20. The Secretarial Audit Report forthe financial year end 31.03.2020 is provided in the Annual Report. - Annexure F

The Secretarial Audit Report confirms that the Company has complied with all theapplicable provisions of the Companies Act 2013.

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 made there under TheCompany has not developed and implemented any Corporate Social Responsibility initiativesas the said provisions are not applicable.

22. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section 197(12) ofthe Companies Act 2013 read with sub rules 2 and 3 of Rule 5 of the Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 are not applicable tothe Company. However there was no employee in receipt of remuneration under this section.The details required under section 197(12) and under rule 5 of Appointment andRemuneration of Managerial Personnel) Rules 2014 of the Companies Act 2013 is provided inthe Annual Report as Annexure 'G'

23. RELATED PARTY TRANSACTIONS

During the year 2019-20 the Company had no contracts or arrangements with its relatedparties as under Section 188(1) of the Companies Act 2013. There was NIL transaction withrelated parties for the current year.

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings and outgoings flow were NIL

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance of provisions of Section 177 o f the Companies Act 2013 (“the Act”) other applicable provisions of the Act Companies (Meetings of the Board and itsPowers) Rules 2014 and Clause 49 of the Listing Agreement your Company has establish avigil mechanism for their directors and employees so as to report their genuine concernsor grievances.

The vigil mechanism shall provide for adequate safeguards against victimization ofperson(s) who use such mechanism and make provision for direct access to the chairman ofthe Audit Committee or the director nominated by the Audit Committee as the case may bein exceptional cases.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee onregular basis. The Vigil Mechanism and Whistle Blower Policy has been posted on thewebsite of the Company at www.kemistar.in.

26. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insidertrading” and “Code of Conduct for Directors and Senior ManagementPersonnel” for regulating the dissemination of Unpublished Price SensitiveInformation and trading in security by insiders.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the “Policy on Prevention of Sexual Harassment at theworkplace” in line the requirements of the sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company had constituted InternalComplaints committee (ICC) to redress the complaints received regarding sexual harassment.

During the year 2019-20 no complaints were received by the Committee.

28. COST AUDITORS

The section 148 of Companies Act 2013 read with Companies (Audit & Auditors)Rules 2014 and other applicable provisions if any are not applicable to the Company.The Board of Directors of your company had not appointed Cost Auditor for obtaining CostCompliance Report of the company for the financial year 2019-20.

29. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedure and review to ensure that risk is controlled. In the Board's viewthere are no material risks.

30. STATUS OF LISTING FEES

Your Company has been regularly paying listing fees to the BSE Mumbai where its EquityShares are listed.

31. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16(1) (b) of the Listing Regulations.

32. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses onbuilding an organization through induction and development of talent to meet current andfuture needs.

33. STOCK EXCHANGES

The Company's equity shares are listed with the Bombay Stock Exchange.

34. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard - 1and Secretarial Standard - 2 relating to 'Meetings of the Board of Directors' and 'GeneralMeetings' respectively issued by Institute of Company Secretaries of India.

35. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. They also record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company. Your Directors also acknowledge gratefully the shareholders for theirsupport and confidence reposed on your Company.

by order of board of directors for and on behalf of the Company

CORPORATE GOVERNANCE

INTRODUCTION

The Directors present the company's Report on Corporate Governance as set out in SEBI(Listing Obligation and Disclosure Requirement. This Report sets out the Compliance statusof the company with the requirements of Corporate Governance for Financial Year 2019-20.

Corporate Governance pertains to systems by which Companies are directed and controlledby keeping in mind the long term interest of share holders and also balancing interest ofemployees Government and the society at large.

THE COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

In India The Securities Exchange Board of India (“SEBI”) on September 22015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as the “Listing Regulations”). The corporate governancephilosophy of the Company has been further strengthened with the adoption of the Code ofConduct

The Company has complied with the requirements of the Corporate Governance in terms ofSEBI (Listing Obligation and Disclosure Requirement executed with Indian Stock Exchanges.

It should maximize long term shareholder value while preserving the interests ofmultiple stakeholders including the society at large.

The Directors of the Company are committed to maintain high standards of CorporateGovernance in conducting its business and ensure that an effective self regulatorymechanism exists to protect the interest of our stakeholders (Investors CustomersSuppliers employees and Government)

The Board of Directors presents a composite Corporate Governance report on thecompliance of the Indian Listing Requirements in the following paragraphs

BOARD OF DIRECTORS

The Directors of the Company are persons of eminence having vast and varied experiencein manufacturing marketing finance legal and corporate administration.

During the financial year 2019-20 the time gap between two Board Meetings did notexceed one hundred and twenty days. The Board of Directors periodically reviews compliancereports pertaining to all laws applicable to the Company. All Statutory and other mattersof significance including information as mentioned in Part A of Schedule II to the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are placed before theBoard to enable it to discharge its responsibility of strategic supervision of theCompany.

All the Directors have periodically and regularly informed the Company about theirDirectorship and Membership on the Board/Committees of the Board of other companies. Asper the disclosure received none of the Directors of your Company holdmemberships/Chairmanships in other company.

The Board of the Company is a balanced board comprising Executive and Non ExecutiveDirectors. As on 31 March 2020 the total strength of Board of Directors consists of 3directors comprising of:-

Category No. Percentage to total No. of Directors
Executive Directors 1 33.33%
Non Executive Non Independent 1 33.33%
Non Executive Independent 1 33.33%
Total 3 100%

A. The constitution of the Board as on 31.03.2020

Name of Director Designation Category Directorship in Other Public Limited Companies Committee Membership of other Companies
Mr. Ketankumar Patel Managing Director Executive NIL NIL
Mr. Parshottamdas Patel* Director Non Executive NIL NIL
Mr. Maheshkumar Baldha Director Non Executive- Independent NIL NIL
Mrs. Nayanaben Patel** Director Non Executive Independent NIL NIL
Mr. Hrishikesh Rakholia*** Director Non Executive NIL NIL

* Relinquished the position of Director w.e.f. February 14 2020 due to personalreasons.

** Relinquished the position of Independent Director w.e.f. February 14 2020 due topersonal reasons. *** Appointed as an Additional Director w.e.f. February 14 2020.

B. Attendance of each director at the Board Meeting and the last Annual General Meeting

Sr no. Name of Directors No. of Board Meetings Attended Last Annual General Meeting
1 Mr. Ketankumar Patel 05 Yes
2 Mr. Parshottambhai Patel* 05 Yes
3 Mr. Maheshkumar Baldha 05 Yes
4 Mrs. Nayanaben Patel** 05 Yes
5 Mr. Hrishikesh Rakholia*** 00 Not Applicable

* Relinquished the position of Director w.e.f. February 14 2020 due to personalreasons.

** Relinquished the position of Independent Director w.e.f. February 14 2020 due topersonal reasons. *** Appointed as an Additional Director w.e.f. February 14 2020.

C. Number of other board of directors or committees in which a directors is a member orchairperson : NIL

D. Number of Board Meeting held and the dates on which such meeting were held.

Five Board Meetings were held during the 12 months accounting period ended 31-3-2020.The dates of such Board Meeting are as follows:

Sr. No. Date of Board Meeting
1. April 17 2019
2. May 30 2019
3. August 12 2019
4. November 14 2019
5. February 14 2020

E. Disclosure of Relation between Directors Inter se:

Mr. Hrishikesh Rakholia is the nephew of Mr. Ketankumar Patel

F. Disclosure of Shares held by Non Executive Director:

Mr. Hrishikesh Rakholia - No shares held

G. Familiarization program for Independent Directors:

The detailed information regarding familiarization program for Independent Directorsare provided on the website of the Company at www.kemistar.in

Board Procedure

The Board of Directors meets once in a quarter to review the performance and financialresults of the Company. The detailed Agenda and the explanatory notes are circulated wellin advance to the Directors in accordance with the Secretarial Standards.

The Chairman/Managing Director briefs the Directors at every Board Meeting on theoverall performance of the Company. All major decisions/ approvals are taken at the BoardMeeting.

Number of other Board of Directors or committees in which a director is a member orchairperson.

None of the directors of the board are chairman or members on any other committees ofany other companies.

Evaluation of Board

In terms of applicable provisions of the Companies Act 2013 read with Rules framedthere under and Part D of Schedule II of the Listing Regulations and on the recommendationof the Nomination and Remuneration Committee the Board of Directors has put in place aprocess to formally evaluate the effectiveness of the Board its Committees along withperformance evaluation of each Director to be carried out on an annual basis.

Accordingly the annual performance evaluation of the Board its Committees and eachDirector was carried out for the financial year 2019-20.

Number of Shares and convertible instruments held by Non-Executive Director

Sr. No. Name of Directors No. of Shares held
1 Mr. Parshottambhai Patel* 1833990
2 Mr. Hrishikesh Rakholia** 0

* Relinquished the position of Director w.e.f. February 14 2020 due to personalreasons. ** Appointed as an Additional Director w.e.f. February 14 2020.

Code of Conduct

The Board has formulated Code of Conduct for all Board members and senior levelemployees of the Company. Requisite annual affirmations of compliance with the Code havebeen made by the Board member and senior level employees for the financial year 2019-20.Annual Declaration by the Managing Director to this effect is annexed at the end of thisreport.

COMMITTEES OF THE BOARD

The Board Committees play a vital role in ensuring sound Corporate Governancepractices. The Committees are constituted under the formal approval of the Board to carryout clearly defined roles under which are considered to be performed by members of theBoard as a part of good corporate governance practice. The

Board supervises these committees and minutes of the all the committees are placedbefore the board for review.

Currently there are Three (3) committees of the Board.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

1. AUDIT COMMITTEE:

The Audit Committee is inter alia entrusted with the responsibility to monitor thefinancial reporting audit process determine the adequacy of internal controls evaluateand approve transactions with related parties disclosure of financial information andrecommendation of the appointment of Statutory Auditors.

The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 and Regulation 18 of the Listing Regulations. The members ofthe Audit Committee are financially literate and have experience in financial management.

The Board of the company has constituted the audit committee comprising two independentdirectors.

Independent Director is chairman of the committee. The Company Secretary acts assecretary to the committee. The Audit Committee comprised as follows as on 31.03.2020

Sr. No. Name of Director Designation
1. Maheshkumar Baldha Chairperson
2. Ketankumar Patel Member
3. Falguni Patel* Member

* Appointed as Independent Director w.e.f July 06 2020

Due to resignation of Mrs. Nayanaben Patel (Independent Director) and Mr.Parshottambhai Patel w.e.f. 14 February 2020 and appointment of Falguni Patel thecommittee stands reconstituted as per above by the Board as per Reg 25 (6) of SEBI (LODR)2015

The Audit Committee meetings were held on following dates during the financial year2019-20

Sr. No. Date of meeting
1. April 17 2019
2. May 30 2019
3. August 12 2019
4. February 14 2020

They have considered the draft account internal Audit Reports and quarterly results.Attendance during the accounting year ended 31.03.20 is as under:

Sr. No. Name of Director Designation Meeting Attended
1. Mr. Maheshkumar Baldha Chairperson 04
2. Mr. Ketankumar Patel Member 04
3. Mr. Nayanaben Patel* Member 04

* Relinquished the position of Independent Director w.e.f. February 14 2020.

The terms of reference of the Audit Committee are as set out in Clause 49 of theListing Agreement with the Stock Exchanges under the Companies Act and with any otherapplicable laws. The Audit Committee reviews the financial statements of Company and alsoperforms the following functions:

1) To review the audit plan and Company's external auditors report;

2) To review the co-operation given by the Company's officers to the external auditors;

3) To review the financial statements of the Company before their submission to theBoard;

4) To review the scope and results of internal audit procedures;

5) To nominate external auditors for re-appointment; and

6) To review interested person transaction

7) Evaluation of Whistle Blower mechanism and its functioning

2. SHARHOLDERS' RELATIONSHIP COMMITTEE

The constitution and terms of reference of Stakeholder Relationship Committee of theCompany are in compliance with the provisions of the Companies Act 2013 and the SEBIListing Regulations 2015. The Committee comprises of following Directors as on 31.03.2020

Sr No. Name of Director Designation
1. Mr. Maheshkumar Baldha (Non Executive Director) Chairman
2. Mr. Hrishikesh Dipakbhai Rakholia* Member
3. Ms. Falguni Patel** Member

* Appointed with effect from 14 February 2020

** Due to resignation of Mrs. Nayanaben Patel (Independent Director) and Mr.Parshottambhai Patel w.e.f.

14 February 2020 and appointment of Ms. Falguni Patel the committee standsreconstituted as per above by the Board as per Reg 25 (6) of SEBI (LODR) 2015

During the year under review the committee met twice on November 11 2019 and February13 2020.

An investor's grievance committee specifically looks into the redressal of investor'scomplaints like transfer of shares non-receipt of balance sheet etc. There is noshareholder grievance pending against the company.

The Committee approves the matters relating to:

1) Oversee and review all matters connected with the transfer of the Company'ssecurities.

2) Monitor redressal of investors' / shareholders' / security holders' grievances.

3) Oversee the performance of the Company's Registrar and Transfer Agents.

4) Recommend methods to upgrade the standard of services to investors.

5) Carry out any other function as is referred by the Board from time to time orenforced by any statutory notification / amendment or modification as may be applicable.

The Compliance Officer is entrusted with the responsibility to specifically look intothe redressal of the shareholders and investors complaints and report the same to theStakeholders' Relationship Committee.

No transfers of shares were pending as on 31st March 2020.

Details of Shareholders' Complaints:-

Details of Complaints Received Nos.
Number of Shareholders' Complaints received From 01.04.19-31.03.2020 1
Number of Complaints resolved during the year 1
Number of Pending Complaints on 31.03.2020 0

3. NOMINATION & REMUNERATION COMMITTEE

The constitution and terms of reference of nomination and remuneration committee of theCompany are in compliance with the provisions of the Companies Act 2013 and the SEBIListing Regulations 2015.

The terms of reference of the Nomination and Remuneration Committee are as per thegoverning provisions of Section 178 of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (specified in Part D ofSchedule II). The Nomination and Remuneration Committee is empowered with the followingterms of reference and responsibilities in accordance with the provisions of law and theNomination and Remuneration Policy:

1) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Director and the BoardofDirectors;

3) Devising a policy on Board Diversity;

4) Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal

5) Carry out the evaluation of every director's performance and formulate criteria forevaluation of Independent Directors Board/Committees of Board and review the term ofappointment of Independent Directors on the basis of the report of performance evaluationof Independent Directors;

6) To extend or continue the term of appointment of the independent director on thebasis of the report of performance evaluation of independent directors;.

7) Reviewing and recommending to the Board the remuneration payable to Directors ofyour Company; and

8) Undertake any other matters as the Board may decide from time to time.

The Board has set up a Nomination & Remuneration committee for the Company whichdecides the Remuneration of all the directors and senior management members of theCompany. The Committee comprises of following g Directors as on 31.03.2020

SR NO. Name of Director Designation Meeting Attended
1. Mr. Maheshkumar Baldha Chairperson 05
2. Mr. Hrishikesh Dipakbhai Rakholia* Member 05
3. Ms. Falguni Patel** Member 00

* Appointed with effect from 14 February 2020

** Due to resignation of Mrs. Nayanaben Patel (Independent Director) and Mr.Parshottambhai Patel w.e.f.

14 February 2020 and appointment of Ms. Falguni Patel the committee standsreconstituted as per above by the Board as per Reg 25 (6) of SEBI (LODR) 2015

No remuneration was paid to the Managing Director or any director during the year underreview and the same is in compliance with all the applicable provisions of the CompaniesAct 2013 and the rules framed there under.

INDEPENDENT DIRECTORS MEETING

(A) Performance evolution criteria for independent Directors.

a) Evaluation of the performance of Non- independent Directors as a whole.

b) Evaluation of performance of the chairman of the company taking into account theviews of Executive Directors;

c) Evaluation of quality content and timelines of flow information between themanagement and board that is necessary for the board to effectively and reasonably performits duties.

(B) Composition: Meeting and attendance during the year

Name of independent Director

No. of meetings during the year

Held Attended
Mr. Maheshkumar Baldha 1 1
Mrs. Nayanaben Patel* 1 1

* Mrs. Nayanaben Patel relinquished the position of Independent Director w.e.f.February 14 2020 due to personal reasons and Ms. Falguni Patel was appointed w.e.f July06 2020.

* Reference to resignation letter from Nayanaben Patel dated 14.02.2020 received by thecompany wherein she had quoted the reason as below:

“I wish to tender my resignation from the Post of Independent Director of KemistarCorporation Limited with immediate effect to my pre occupation with too much work on hand.I find it difficult to devote my time to all of them hence request you to accept myresignation.

Further I confirm that there are no other reasons for my resignation except the onementioned above”

3. GENERAL BODY MEETINGS

(A) Location and time where the last three AGM /EGM were held:

Financial Year Category-Date Time Venue
2018-19 Annual General Meeting 20/09/2019 11:00 AM 604 Manas Complex Jodhpur Cross Road Satellite Ahmedabad - 380015.
2017-18 Annual General Meeting 10/09/2018 11.00 AM 604 Manas Complex Jodhpur Cross Road Satellite Ahmedabad - 380015.
2016-17 Annual General Meeting 01/09/2017 11.00 AM 604 Manas Complex Jodhpur Cross Road Satellite Ahmedabad - 380015.

(B) Special Resolution put through last 3 AGM's

AGM 16- 17 1. Adoption of new set of articles of association:
2. To amend the title of incidental object clause of the memorandum of association
3. Deletion of the other objects clause of the memorandum of association
4. Amendment of the liability clause of the memorandum of association
5. Issue of 1195000 equity shares on a preferential basis
AGM 17-18 1. To consider increase in authorised share capital of the company
2. Issue of equity shares on preferential basis for consideration other than cash.
3. Issue of equity sh ares on a preferential allotment / private placement basis
4. Regularisation of additional director Mr. Maheshkumar Baldha
AGM 18-19 1. Regularization of Mr. Parshottambhai Patel (DIN: 08699877) as Non-Executive Director of the Company.
2. Re-Appointment of Mr. Ketankumar Patel (DIN: 01157786) as Managing Director.
3. The Company is desirous of Incorporating an Overseas Subsidiary in the United States of America (USA) in order to undertake and expand the business operations of the Company in the International Market.

MEANS OF COMMUNICATION

The Unaudited quarterly/half yearly financial statements are announced within 45 daysof the end of the quarter. The aforesaid financial statements are taken on record by theBoard of Directors and are communicated to the Bombay Stock Exchange where the Company'ssecurities are listed. The financial results were declared on following dates

Sr. No Quarter Date
1 Quarter 1 30.05.2019
2 Quarter 2 12.08.2019
3 Quarter 3 14.11.2019
4 Quarter 4 14.02.2020

The financial results are declared in Lokmitra (Gujarati publication) and Free pressGujarat (English publication) also updated on the website at www.bseindia.com andwww.kemistar.in

Once the stock exchange have been intimated these results are given by way of a pressrelease to news agency and published within 48 hours in two leading daily news papers -one in English and one in Gujarati.

GENERAL SHAREHOLDERS' INFORMATION

Annual General Meeting
Date &Time September 29 2020 12.00 P.M.
Venue 604 Manas Complex Jodhpur Cross Road Satellite Ahmedabad - 380015
Financial year 2019-20
Name & Address of Stock exchange BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001
Stock code 531163
Registrar and Transfer Agent: Accurate Securities & Registry Pvt. Ltd. 203 Shangrila Arcade Above Samsung Showroom Nr. Shyamal Cross Road Satellite Ahmedabad - 380015 www.accuratesecurities.com
Address for Correspondence 604 Manas Complex Jodhpur Cross Road Satellite Ahmedabad - 380015 Ph: 079 2692 3570/87 Mail: kemistarbse@gmail.com

The Company in compliance with SEBI guidelines has appointed Accurate Securities &Registry (India) Pvt. Ltd. as a common share transfer agent for Physical and Electronicform of shareholding.

SHARE MARKET PRICE DATA

The Monthly high and Low prices and volumes of share at and Bombay Stock ExchangeLimited for the year ended on 31 March 2020 are as under:-

Month

Kemistar Corporation Ltd

No. of Shares

Turnover (Rs. in thousands)

High Low Close
Apr-19 37.5 31.85 36.75 2771 97787
May-19 36.1 31.35 36.1 917 30827
Jun-19 42.95 36 38.9 2722 108332
Jul-19 42.9 35.6 39.25 2142 80842
Aug-19 39 37 39 8584 329584
Sep-19 42.75 38.7 39.1 26962 1062669
Oct-19 43.2 38.8 43.2 44660 1825357
Nov-19 50.75 43.15 45.5 91587 4310976
Dec-19 50.85 39.6 45.8 116885 5324324
Jan-20 48.5 41 47.8 113223 5277303
Feb-20 51 39 44.85 106044 5086620
Mar-20 50 23.6 38.65 67559 2845659

Distribution of shareholding as on 31.03.2020

Category of shareholder No. of shareh olders No of fully paid up equity shares % of shareh olding No of Locked in shares % of locked in shares as total of shares held No. of shares in dematerial ized form % of shares in demateria lized form as total of shares held
Promoter & Promoter group 13 8046368 74.78 2151882 26.74 8046368 100
Public 1532 2713040 25.22 0 0 2626576 96.81
Total 1545 10759408 100 2151882 26.74 10672944 99.20

OTHER DISCLOSURES

(A) Related Party Transactions

The Company has formulated Related Party Transaction Policy which is in compliancewith the provisions of the Companies Act 2013 and Listing Regulations. The policy can beaccessed on the website of the Company at the web link:http://www.kemistar.in/wp-content/uploads/2017/04/cp-related-party.pdf

During the year 2019-20 there were no transactions with any of the related parties.All the related party contracts / arrangements and transactions entered into by theCompany were put forth for the prior approval of the Audit and Board and members asapplicable in compliance with the said policy.

(B) Details of non-compliance by the listed entity on any matter related to capitalmarkets during the last three years: NIL

(C) Whistle blower policy

The Board has adopted a Whistle Blower Policy for the Company under which the Companyhas institutionalized a mechanism for the stakeholders to disclose their concerns andgrievances on unethical behavior and improper/ illegal practices and wrongful conducttaking place in the Company for appropriate action. The policy is available on the websiteof the Company at http://www.kemistar.in/wp-content/uploads/2017/04/cp-VIGIL-MECHNISM-WHISTLE-POLICY.pdf. During the year functioningof the Whistle Blower mechanism was reviewed by the Audit and Risk Management Committee ona quarterly basis.

(D) Compliance with all the mandatory requirements of Corporate Governance

The Company has complied with all the mandatory requirements of Corporate Governanceapplicable to the Company.

(E) Material Subsidiary Policy

The Company has formulated a Policy for determining “Material Subsidiary” andthe same was revised during the year to give effect to the amendments in ListingRegulations. The revised policy is available on the Company's website athttp://www.kemistar.in/wp-content/uploads/2017/04/cp-MATERIAL- SUBSIDIARY.pdf

(F) Certificate of Practicing Company Secretary

The Company has obtained a certificate from M/s Rohit Periwal & AssociatesPracticing Company Secretaries Ahmedabad stating that none of the Directors on the Boardof the Company have been debarred/ disqualified from being appointed / continuing asDirectors of any company by the SEBI and Ministry of Corporate Affairs or any suchStatutory authority.

(G) Protection of Women against Sexual Harassment at Work Place

Pursuant to the provisions of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made thereunder the Company has adopted a“Policy on Protection of Women against Sexual Harassment at Work Place”. Duringthe year no complaints were filed in the said matter.

(H) Compliance with Corporate Governance

The Company has complied with the Corporate Governance requirements specified inRegulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 ofListing Regulations.

CODE OF BUSINESS CONDUCT & ETHICS FOR DIRECTOR'S/MANAGEMENTPERSONNEL

The Code of Business Conduct & Ethics for Director's/Management Personnel ('theCode') as recommended by the Corporate Governance and Stakeholders' Interface Committeeand adopted by the Board is a comprehensive Code applicable to all Directors andmanagement personnel. The declaration regarding Compliance with the Code of BusinessConduct and Ethics is annexed at the end of this report.

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has obtained a Certificate from the Practicing Company Secretary confirmingcompliance of Conditions of the Code of Corporate Governance requirements applicable tothe company under Regulation 17 to 27 Clause (b) to (i) of Regulation 46(2) andparagraphs C D and E of Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015

By order of the board of directors for Kemistar Corporation Limited

Place: Ahmedabad

Date: 28 August 2020

.