KEMISTAR CORPORATION LIMITED
Your Directors have pleasure in submitting their TWENTY FIFTH ANNUAL REPORT ofthe Company together with the Audited Statements of Accounts for the year ended 31stMarch 2019.
1. FINANCIAL RESULTS:-
Summary of financial results of the company for the year under review is as under.
| || || || |
(Rs in Lacs except per share data)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017- 18 ||2018-19 ||2017- 18 |
|Income from operations ||310.64 ||286.40 ||1007.15 ||0.00 |
|Income from other heads ||13.13 ||4.43 ||19.29 ||0.00 |
|Total Expenditure ||309.46 ||282.08 ||1026.45 ||0.00 |
|Profit Before Tax ||14.31 ||8.76 ||36.62 ||0.00 |
|Profit After Tax ||10.70 ||7.05 ||27.21 ||0.00 |
|Basic and diluted EPS ||0.10 ||0.38 ||0.25 ||0.00 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your company sustained and achieved a total income of Rs. 323.77 Lakh as compared toprevious year Rs. 290.83 Lakh.
(1) Domestic Sales: - The domestic sales Increased to Rs 310.64 Lakh as compared toprevious year Rs. 286.40 Lakh
(2) Other Income:- Other income increased to Rs. 13.13 Lakh as compared to previousyear Rs.4.43 Lakh
The Company is rapidly expanding due to favorable condition of Indian Environment inSpecialty Chemical sectors. Company's Profitability increased by 65% from PreviousFinancial Year. The Directors assure the stakeholders of the company to continue theirefforts and enhance the overall the performance of the company in the upcoming years.
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 issued equity shares on preferentialbasis to promoters and person other than promoters in two tranches on April 13 2018 andOctober 19 2018 for an Issue price of Rs 14.77 and Rs 12.32 respectively.
In absence of adequate profit your Directors are unable to recommend any dividend forthe year ended 31st March 2019.
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.
Cash and Cash equivalent as at March 31 2019 was Rs. 9.74 Lakh. 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.
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 31.03.2019.
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
During the year the company has not provided any loan/guarantee/security which fallunder the provisions of the section 186 of the Companies Act 2013. However the Companyhas made Investments in the securities of its Wholly Owned Subsidiary Company K PInternational Pvt. Ltd. during the year under review.
9. ADQUACY 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:
|(i) Mr. Parshottambhai Patel : Appointed w.e.f. 06.02.2019 |
|(ii) Mr. Maheshkumar Kanani : Resigned w.e.f. 06.02.2019 |
|(iii) Mr. Vasantbhai Savalia : Resigned w.e.f. 06.02.2019 |
2. Key Managerial Personnel:
The Following are designated as Key Managerial Personnel as on 31.03.2019
|1. Mr. Ketankumar Patel-Managing Director Appointed w.e.f. 11.01.2019 |
|2. Ms. Surya Menon-Company Secretary - Appointed w.e.f June 28 2018 |
|3. Mr. Vasantbhai Savalia-Chief Financial Officer |
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.
11. 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.
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 Details of this policy is explained in the Corporate Governance Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDERREVIEW
Ten Board Meetings were held during the 12 months accounting period ended March 312019. The dates of such Board Meeting are as below:
|Sr. No. ||Date of Board Meeting ||Sr. No. ||Date of Board Meeting |
|1. ||April 13 2018 ||6. ||October 19 2018 |
|2. ||April 27 2018 ||7. ||November 07 2018 |
|3. ||May 30 2018 ||8. ||January 11 2019 |
|4. ||June 28 2018 ||9. ||February 06 2019 |
|5. ||August 11 2018 ||10. ||March 30 2019 |
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 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.
15. AUDITORS AND AUDITOR'SREPORT:
M/s. Jignesh Domadiya & Co. Statutory Auditors of the Company have tender hisresigned w.e.f 18th March 2019 has shown his unavailability in conductingstatutory Audit for the Financial Year 2018-19. In order to fill up the Casual Vacancy dueto their resignation M/s. S. D. Mehta & Co. Chartered Accountants was appointed inplace of M/s. Jignesh Domadiya & Co. through Postal Ballot procedure to conduct theaudit for the financial year 2018-19.
The company intends to appoint M/s S. D. Mehta & Co. Chartered AccountantsAhmedabad as Statutory Auditor of the company in the Annual General Meeting for a periodof 4 consecutive years i.e. from the conclusion of this Annual General meeting till theconclusion 29thAGM of the Company. The Company has received a letter from M/sS. D. Mehta & Co. Chartered Accountants. stating that their appointment as auditorsif made 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 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.
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 and also update on the websiteof the Company at www.kemistar.in
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 17 to 27 of the SEBI (Listing Obligations and disclosureRequirements) Regulations 2015 form an internal part of this report as Annexure D
19. 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 E
20. SECRETARIAL AUDIT
As a measure of good corporate practice the board of the directors of the Company hassought the professional services of M/s. Rohit Periwal & Associates PracticingCompany Secretaries to conduct Secretarial Audit for the financial year 2018-19. TheSecretarial Audit Report of the company for the financial year ended on 31.03.2019 isprovided in the Annual Report. - Annexure F
The Secretarial Audit Report confirms that the Company and its Subsidiary has compliedwith all the applicable 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 the following Corporate Social Responsibilityinitiatives as 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 2019 isprovided in the Annual Report as Annexure G'
23. RELATED PARTY TRANSACTIONS
During the year 2018-19 The Company have contracts or arrangements with its relatedparties under Section 188(1) of the Companies Act 2013. There was transaction withfollowing parties which were on arms' length basis or material in nature
|Sr. No. ||Name ||Nature of Transaction ||Amount(In Rs) |
|1 ||Agr-eh Technologies Pvt. Ltd ||Purchase of Goods ||56081 |
| || ||Sale of Goods ||44840 |
|2 ||K P International Pvt. Ltd. ||Investments ||107308054 |
24. FOREIGN EXCHANGE EARNINGS AND OUT GO
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 ("theAct") other applicable provisions of the Act Companies (Meetings of the Boardand its Powers) Rules 2014 your Company has establish a vigil mechanism for theirdirectors and employees so as to report their genuine 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.
26. 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.
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 under review no complaints were received by the Committee for Redressal.
28. 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 2018-19.
29. CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the Company. All the above policies have beendisplayed on the website of the Company viz www.kemistar.in.
In Accordance with the requirement of Companies Act 2013 and SEBI (LODR) Regulation2015 the Board of Directors of the Company has framed the following policies
1. Policy on related party transaction
2. Policy for determining material subsidiary
3. Policy on preservation of documents
4. Code of Conduct and ethics
5. Vigil mechanism and Whistle blower policy
6. Policy on making payments to Non Executive Directors.
All the policies are updated at www.kemistar.in
31. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meeting of the Board of Directors' and General Meeting' respectively havebeen duly followed by the company
32. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE
There are no Material Changes and Commitments which may have adverse effects on theoperations of the Company.
33. 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.
34. INTERNAL AUDITORS
The Company has appointed Ms. Surya Menon as the Internal Auditor of the Company.The board along with the auditor independently ensures the execution of internal controlsand proper implementation of the system of procedure as mutually decided by the boardwithin the organization.
35. STATUS OF LISTING FEES
Your Company has been regularly paying listing fees to the BSE Mumbai where its EquityShares are listed.
36. 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.
37. 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.
38. STOCK EXCHANGES
The Company's equity shares are listed with the Bombay Stock Exchange.
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.
| || ||by order of board of directors |
| || ||for Kemistar Corporation Limited |
|Place: Ahmedabad || || |
|Date: August 12 2019 || || |
| ||Sd/- ||Sd/- |
| ||Ketankumar Patel ||Parshottambhai Patel |
| ||Managing Director ||Director |
| ||(DIN: 01157786) ||(DIN: 02458676) |
|Registered Office Address: || || |
|604 Manas complex || || |
|Jodhpur Cross Road || || |
|Satellite Ahmedabad - 380015 || || |