KEMISTAR CORPORATION LIMITED
Your Directors have pleasure in submitting their TWENTY THIRD ANNUAL REPORT ofthe Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
1. FINANCIAL RESULTS
The chemicals and other business operations will be operated from Ahmedabad office. Theother operations will commence in phased manner hence onward. The Financial Results duringthe year under review are as under:
|Particulars ||Year 2016-17 (Rs.) ||Year 2015-16 (Rs.) |
|Income from operations ||9970725 ||9457293 |
|Income from other heads ||535754 ||103093 |
|Total Expenditure ||10045375 ||9346266 |
|Profit Before Tax ||461104 ||214120 |
|Provision for Tax ||101886 ||45888 |
|Profit After Tax ||359218 ||168232 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your company maintain to achieve total income Rs. 10506479/- as compared to previousyear Rs. 9346266.
(1) Domestic Sales: - The domestic sales Increased to Rs. 99 70725/- as comparedto previous year Rs. 94 57293/-.
(2) Other Income:- Other income increased to Rs. 535754/- as compared to previousyear Rs. 103093/-
The Company is Rapidly Expanding due to favorable condition of Indian Environment inSpecially Chemical sectors. Company's Profitability has increased more than 200% comparedto Financial Year 2015-16 & new avenues of business possibilities.
3. SHARE CAPITAL
The paid up Equity Share capital of the Company is Rs. 6713920/-. During the yearunder review the company has neither issued any shares with differential voting rightsnor granted any stock Option nor any sweat Equity Shares.
In absence of adequate profit your Directors are unable to recommend any dividend forthe year ended 31st March 2017.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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 2017 was Rs. 2093448. The company continuesto focus on adjusting management of its working capital Receivable purchases and otherworking capital parameters were kept under strict check through continuous monitoring.
6. FIXED DEPOSIT
The company has not invited accepted or renewed any fixed deposit from the publicduring the year. No amount on account of principal or interest on fixed deposit wasoutstanding as on the date of Balance sheet. However the company has accepted deposit formDirectors Shareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies(Acceptance of Deposits) Rules 2014.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to section 186 of the Companies Act 2013 duringthe year under review and hence the said provision is not applicable.
During the year company disinvest 47000 shares of AGR EH Technologies Pvt. Ltd.Amounting to Rs. 3290000/-
The current investment of the company as on 31st March 2017:
Rs.1743000/- in AGR EH Technologies Pvt. Ltd.
Rs. 2499595 in Reliance Liquid Fund
8. 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 systems commensurate with its size and operations to ensure orderlyand efficient conduct of business while safeguarding the assets quality safetyprocurements finance and accounts and reducing and detecting error.
The Company also has appointed an external firm of Chartered Accountants to supplementthe efficient Internal Audit.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
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 2016.
As required under Clause 49 of the Listing Agreement with the Stock Exchanges thedetails of Directors seeking re-appointment at the ensuring Annual General Meeting hasbeen provided in the Notice of the Annual General Meeting forming part of the AnnualReport.
In the light of various guidelines and applicable provisions your director proposes tobroad base the board by the appointment of independent professional directors.
10. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2016the 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.
11. 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 Details of this policy is explained in the Corporate Governance Report.
12. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
Six Board Meetings were held during the 12 months accounting period ended 31-3-2017.The dates of such Board Meeting are
|1) 9th May 2016 ||2) 19th May 2016 ||3) 30th August 2016 |
|4) 29th October 2016 ||5) 12th January 2017 ||6) 6th February 2017 |
13. 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 andfair view of the state of affairs of the company at the end of the financial year and ofthe profit 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.
14. AUDITORS AND AUDITOR'S REPORT:
Your Company's Auditors M/s. Gaurav N. Zinzuwadiya Chartered Accountants Ahmedabadwill retire at the conclusion of the forthcoming Annual General Meeting and they haveconsented to be re-appointed for the financial year 2017-18. The Company has received aletter from M/s Gaurav N. Zinzuwadiya stating that their appointment as auditors ifmade would be within the limits specified under Rule 4(1) of the Companies (Audit andAuditors) Rules 2014 and as provided in section 141 of Companies Act 2013 and that theyare not disqualified for re-appointment within the meaning of Section 139 of the said Act.
EXPLANATION ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS
There were no qualifications reservations or adverse remarks made by the Auditors andthe practicing company secretary in their report.
15. 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 A
16. 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 B
17. CORPORATE GOVERNANCE
The Corporate Governance Report together with the certificate received from thePracticing Company Secretary of the Company regarding compliance with the requirements ofCorporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligationsand disclosure Requirements) Regulations 2016 form an internal part of this report.-AnnexureC
18. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Clause 49 of the Listing Agreements with Stock Exchange Managementdiscussion and analysis on the business and operations of the company is attached herewithand forms part of this Annual Report.-Annexure D
19. SECRETARIAL AUDIT
As a measure of good corporate practice the board of the director of the Companyappointed M/s. Nahidakhtar Vhora & Co. Practicing Company Secretary to conductSecretarial Audit. The Secretarial Audit Report for the financial year end 31.03.2017 isprovided in the Annual Report.- Annexure E
The Secretarial Audit Report confirms that the Company has complied with all theapplicable provisions of the Companies Act 2013.
20. 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 the following Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
21. PARTICULARS OF EMPLOYEES:
The particulars of employees required to be furnished pursuant to section197(12) of theCompanies Act 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 are not applicable to the Company.However there was no employee in receipt of remuneration under this section.
22. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during thefinancial year were in the ordinary course of business and on arms' length basis. There isno materially significant related party transactions entered into by the Company with itsPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
During the year 2016-17 The Company have contracts or arrangements with its relatedparties under Section 188(1) of the Companies Act 2013 there was transaction with AGR-EHTechnologies Pvt. Ltd.
|Investment in Shares ||1743000/- |
|Purchase of goods ||340988/- |
K P International Pvt. Ltd.
|Purchase of goods ||39900/- |
|Sales of goods ||217875/- |
which were on arms' length basis or material in nature
23. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings and outgoings flow were NIL.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance of provisions of Section 177 o f the Companies Act 2013 ("theAct ") other applicable provisions of the Act Companies (Meetings of the Boardand its Powers) Rules 2014 and Clause 49 of the Listing Agreement your Company hasestablish a vigil mechanism for their directors and employees so as to report theirgenuine concerns or 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.
25.PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading"and "Code of Conduct for Directors and Senior Management Personnel" forregulating the dissemination of Unpublished Price Sensitive Information and trading insecurity by insiders.
26.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 under review no complaints were received by the Committee for Redressal.
27. COST AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 are not applicable to theCompany Hence the Board of Directors of your company had not been appointed Cost Auditorfor obtaining Cost Compliance Report of the company for the financial year 2016-17.
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.
29. Status of Listing Fees
Your Company has been regularly paying listing fees to the BSE Mumbai where its EquityShares are listed.
29.DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the independent Directors of the Companyconforming that they meet the criteria of independence as prescribed under section 149(6)of Companies Act 2013 and revised clause 49 of the Listing Agreements with StockExchange.
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.
The Company's equity shares have been listed with the Stock Exchanges at Ahmedabad(Regional) the Listing fees to the respective Stock Exchange remain unpaid. Trading hasbeen suspended by Stock Exchanges.
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 acknowledges gratefully the shareholders for theirsupport and confidence reposed on your Company.
| ||For and on behalf of the Board of Directors || |
|Place: Ahmedabad ||Managing Director ||Director |
|Date: 02/08/2017 ||(DIN: 01157786) ||(DIN:02249636) |