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Mahickra Chemicals Ltd.

BSE: 535075 Sector: Industrials
NSE: MAHICKRA ISIN Code: INE961Y01015
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Mahickra Chemicals Ltd. (MAHICKRA) - Director Report

Company director report

To

The Members

Mahickra Chemicals Limited Ahmedabad

Your Directors have pleasure in presenting their Annual Report on the Business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.

FINANCIAL SUMMARY:

During the year under review the Company has incurred profit of Rs. 20417884/-However;your directors look forward to improve the financial position of the Company and areoptimistic about the future Growth and performance of the Company.

The Summarized Financial results of the Company for the period ended 31stMarch 2019are as follows:

PARTICULARS 2018-19 2017-18
Sales 800529465 195208109
Other Income 24683106 4555050
Total Income 825212571 199763159
Less: Expenditure (18907321)
Profit /(Loss) before Interest Depreciation Tax 795368973 9855838
Less: Interest
Less: Depreciation & Amortization Cost (729137) (464813)
Less: Extra-Ordinary items - -
Profit /loss before Tax 29114461 9391025
Less: Tax-Expenses
Current tax (8173117) (2418189)
Deferred tax Asset (523461) 403378
Profit/Loss After Tax 20417883 7376214

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The key-highlights pertaining to the business of the Company for the Year 2018-19 havebeen given hereunder:

The total Income of the Company during financial year 2018-19 is Rs.825212571/-againstthe income of Rs.199763159/-in the previous financial year 2017-18.

The total Expenditure of the Company during the year 2018-19 is Rs. 796098110/- againstRs. 190372134/- in the previous financial year 2017-18. The profit after tax for the yearunder review at Rs.20417884/- likewise higher than that of profit in the previous year ofRs.7376215/-

The Earning per Share (EPS) of the Company is 2.87per share.

The Directors trust that the shareholders will find the Performance of the Company forFinancial year.

3. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the company. Your directors have decided not torecommend any dividend for the period under review.

(I)TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

4. RESERVES

During the Current Financial Year Our Company has gained a Net profit of Rs20417884/-In F.Y.2018-19 Your Directors have transferred to Reserves Rs. 20417884/- for Strengthenthe Financial position of the Company in nearest Future.

5. CHANGES IN THE NATURE OF BUSINESS

For Sustained growth in the Future Company wants to rely on the main business of theCompany; there is no change in the nature of the business of the Company during the year.

6. CAPITAL STRUCTURE

The Authorized Share-capital of the Company is Rs. 8 00 00000/- (RUPEES EIGHT CRORESONLY) Divided into 80 00000 Equity Shares of Rs. 10.00/- Each. The Company has issued72 34160 (Seventy two Lakhs Thirty Four Thousand One Hundred and Sixty) Shares of Rs.10/- Each. The Paid up Share-Capital of the Company is Rs.7 23 41600/- (Seven CroresTwenty three Lakhs Forty one Thousand and six hundred Rupees only).

The Company has issued 1667500 (Sixteen Lakhs Sixty seven thousand Five hundred)shares of Rs.10/- Each with The Premium of Rs. 10/- Each and 166660 (One Lakh Sixty sixthousand and Sixty ) shares of Rs. 10/- Each with The Premium of Rs.14/- Each as aPreferential basis under Section 42 62(1) (C) of the Companies Act 2013.

The paid up capital of the Company is increased from 5 13 41600 (Five Croresthirteen Lakhs forty one thousand and six hundred Rupees only) to 7 23 41600(SevenCrores Twenty three Lakhs Forty one Thousand and six hundred Rupees only) due to Initialpublic issue of Rs.21 00000 Shares of Rs.10/- Each. And a premium of Rs.15 Each on26thApril 2018. The aforesaid Equity Shares are listed on NSE-EMERGE Platform.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material Changes and Commitments affecting the financial position of thecompany. Changes have occurred between the ends of the financial year of the company towhich the financial statements relate to the date of this report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTOR RETIRED BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act 2013 and Rules made thereunder Mr.Miteshkumar C. Gandhi Managing Director shall retire by rotation at thisAnnual General Meeting and being eligible offer himself for re-appointment. The membersare requested to consider his re-appointment. Necessary resolutions relating to Directorswho are seeking appointment/reappointment are included in the Notice of Annual GeneralMeeting. The relevant details of the said Directors are given in the notes/annexure to theNotice of the annual General Meeting.

CHANGES IN KEY MANAGERIAL PERSONNEL:

There are no any Changes in the Key Managerial Personnel during the year.

10. PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Amendment Rules 2016 are not applicable to the Company as noneof the employees of the Company has received remuneration above the limits specified inthe Rule 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Amendment Rules 2016 is given in the Statement annexed herein with asAnnexure-I.

11. MEETING OF THE BOARD OF DIRECTORS

The Board of directors of the Company met 11 times during the year on02/04/201824/04/201824/04/201810/05/201814/06/201804/07/201831/08/201805/11/201805/11/201805/03/201907/03/2019 in respect of which proper notices were given and theproceedings were properly recorded signed and maintained in the minutes book kept by theCompany for the purpose. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

NAME OF THE DIRECTOR CATEGORY MEETINGS HELD DURING THE TENURE OF THE DIRECTORS MEETINGS ATTENDED
MR.MITESHKUMAR C.GANDHI CHAIRMAN & MANAGING DIRECTOR 11 8
MR.ASHISHKUMAR C.GANDHI WHOLE-TIME DIRECTOR 11 11
MRS.KOMAL MITESH GANDHI WHOLE-TIME DIRECTOR 11 10
MS.VRUSHA PATEL INDEPENDENT DIRECTOR 11 11
MR.DHANIK J.MEHTA INDEPENDENT DIRECTOR 11 11
MR.AKHILBHAI S.SHAH INDEPENDENT DIRECTOR 11 11

12. MEETING OF AUDIT COMMITTEE:

The members of Audit Committee met5 times during the year on 02/04/201814/06/201831/08/201805/11/201805/03/2019 as per provisions of Section 177 of theCompanies Act 2013 and applicable Provisions.

Ms. Vrusha A. Patel (DIN: 07772669) is Chairman of Audit Committee.

MEMBERS CATEGORY MEETINGS HELD DURING THE TENURE OF DIRECTORS MEETINGS ATTENDED
MS.VRUSHA A.PATEL INDEPENDENT DIRECTOR 5 5
MR.DHANIK J. MEHTA INDEPENDENT DIRECTOR 5 5
MR.AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 5 5

13. MEETING OF NOMINATION & REMUNERATION COMMITTEE

The members of Nomination & Remuneration Committee met 1 time during the year on31/08/2018 as per the provisions of section 178 of the Companies Act 2013 and applicableProvisions.

Ms.Vrusha Patel (DIN: 07772669) is Chairman of Nomination & Remuneration Committee.

MEMBERS CATEGORY MEETINGS HELD DURING THE TENURE OF DIRECTORS MEETINGS ATTENDED
MS.VRUSHA A.PATEL INDEPENDENT DIRECTOR 1 1
MR.DHANIK J. MEHTA INDEPENDENT DIRECTOR 1 1
MR.AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 1 1

14. MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

The members of Stakeholder Relationship Committee met 2 times during the year on07/07/2018 05/11/2018 as per the provisions of section 178 of the Companies Act 2013 andapplicable Provisions.

Ms.Vrusha Patel (DIN: 07772669) is Chairman of Stake-holder Relationship Committee.

MEMBERS CATEGORY MEETINGS HELD DURING THE TENURE OF DIRECTORS MEETINGS ATTENDED
MS.VRUSHA A.PATEL INDEPENDENT DIRECTOR 2 2
MR.DHANIK J. MEHTA INDEPENDENT DIRECTOR 2 2
MR.AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 2 2

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one time during the year on 10th December2018 as per Clause VII of the Schedule IV of the Companies Act 2013.Ms.Vrusha Patel (DIN:07772669) is Chairman of Independent Directors Meeting.

MEMBERS CATEGORY MEETINGS HELD DURING THE TENURE OF DIRECTORS MEETINGS ATTENDED
MS.VRUSHA A.PATEL INDEPENDENT DIRECTOR 1 1
MR.DHANIK J. MEHTA INDEPENDENT DIRECTOR 1 1
MR.AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 1 1

16. EXTRA-ORDINARY GENERAL MEETING:

Extra-Ordinary General Meeting of the Company held on 16th July 2018 to appointStatutory Auditor M/s. Singhi &Co. Casual Vacancy occurred due to resignation of M/SS.C.Bohara & Associates.

17. ANNUAL GENERAL MEETING:

The First Annual General Meeting was held on 29thSeptember 2018 at the RegisteredOffice of the Company.

18 . BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and as per the provisions of theSEBI (LODR) Regulations 2015 the Board has carried out an annual performance evaluationof its own performance the directors individually as well as the evaluation of the workingof its Audit Nomination & Remuneration Stakeholder Relationship Committees and takescare of recommendation made by Independent directors.

19. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Vrusha Patel Mr. Dhanik J. Mehta and Mr.Akhilbhai S. Shah Independent Directorsof the Company have given their respective declaration as required under Section 149(7) ofthe Companies Act 2013 to the effect that they meet the Criteria of independence asprovided in Section 149(6) of the Companies Act2013 and that they abide by the provisionsspecified in Schedule IV to the Companies Act2013.The Board has taken on record thedeclarations received from Ms.VrushaPatelMr.DhanikJ.Mehta and Mr.AkhilbhaiS.Shah.

20. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of directors and KeyManagerial Personnel including Criteria for determining qualifications positiveattributes and independence of directors.

21. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES:

At the end of the financial year under review none of the company have become or ceasedto be subsidiaries joint Ventures or associate companies.

22. AUDITORS:-

1. STATUTORY AUDITORS

M/S Singhi& Co. (Firm Registration Number-302049E Chartered AccountantsAhmedabad has been appointed for a period of 5 years at the last annual general meetingheld on 29th September2018. The company has obtained written consent from them.

AUDITOR'S REPORT:

The report given by the auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditor's Report. Thenotes to the accounts referred to in Auditor's Report are Self-Explanatory and thereforedo not call for any further Comments.

There has been no qualification reservation adverse remark or disclaimer given by theauditors in their Report.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under Mr. Vicky PatelPracticing Company Secretary of M/S Vicky Patel &Associates Company SecretariesAhmedabad was appointed as a Secretarial Auditor of the Company to conduct the secretarialaudit of the Company for the financial year 2018-19.

Secretarial Audit report issued in Form MR-3 by M/s Vicky Patel and Associates CompanySecretaries Ahmedabad in respect of Secretarial Audit of the Company for the financialyear ended 31stMarch 2019 is attached as ANNEXURE-II

The said report does not contain any qualification reservation or adverse remark.

3. INTERNAL AUDIT AND CONTROLS:-

In Accordance with the provisions of Section 138 of the Act and rules made there underthe board of directors of the Company has appointed M/S. Piyush J. Shah & Associatesas an internal Auditor of the Company.

4. COST AUDITOR

As per the Companies (Cost Records and Audit) Rules 2014 as amended by Companies (CostRecords and Audit) Amendment Rules 2014 issued by the Central Government the Company isnot required to get its cost records audited by a Cost Auditor.

23. VIGIL MECHANISM:

In Pursuant to the Provisions of Section 177(9) & (10) of the Companies Act2013.AVigil Mechanism for Directors and employees to report genuine Concerns has beenestablished and Chairman of Audit Committee is responsible for the issue pertaining tosame.

24. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration ) Rules2014 an extract of Annual Return inMGT-9 as a part of Annual Report as Annexure-III.

25. INTERNAL CONTROL SYSTEMS

The Company's Internal Control Systems are adequate and Commensurate with the natureand size of the Company and it ensures:

Timely and accurate financial reporting in accordance with applicable accountingstandards.Optimum utilization efficient monitoring timely maintenance and Safety of itsassets. Compliance with applicable laws regulations and management policies.

26. DEPOSITS:

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companiesact 2013 during the period.

27. PARTICULARS OF LOANSGUARANTEES ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT 2013:

There is no any loan or investment as per Section 186 of the Companies Act 2013 hencenot applicable.

28.PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

The Company has not entered into any material Contract or arrangements with relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013.Transactions with related parties as per requirements of Accounting Standard 18 aredisclosed in the notes to accounts annexed to the financial Statements.

29.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION&REDRESSAL) :

There was no case filed during the year Under Sexual harassment of women at Workplace(Prevention Prohibition & Redresser ) Act2013. Further Company ensures that thereis a healthy and safe atmosphere for every women employee at the workplace.

30:CONVERSION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

[(Pursuant to Section 134(3) (m) of the Companies act 2013 read with the Rule 8(3) ofthe Companies (Accounts) Rules 2014]

A. CONVERSION OF ENERGY:

I. Steps taken /impact on Conversation of energy: N.A.

II. Steps taken by the Company for utilizing alternate Sources of energy includingwaste generated: N.A.

III. Capital investment on energy Conservation equipment: N.A.

B. TECHNOLOGY ABSORPTION:

I. The efforts made towards technology absorption: N.A.

The Company has Established Well-Equipped Laboratory For Quality Control and ForResearch and Development

II. The benefits derived like product improvement Cost reduction Product developmentor import Substitution: N.A.

III. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): (The Company has not adopted any ForeignTechnology.)

C) FOREIGN EXCHANGE EARNINGS AND OUTGO (AMOUNT IN RS.)

Foreign Exchange Earnings: Rs 550377353/- Exchange Out go : Rs.14351431/-

31. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) and (5) of the Companies Act 2013it is hereby confirmed: That in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures; That the Directors had Selected such accounting policies and appliedthem Consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and the profit or loss of the Company for the period ended 31.03.2019;

That the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the companies Act2013 forSafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities ; That the Directors had prepared the annual accounts on a going concernbasis.

That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively

32. CORPORATE GOVERNANCE:

Your Company has been Complying with the Principles of Good Corporate Governance overthe years and is committed to the highest standard of Compliance. Pursuant to regulations15 (2) of the SEBI (LODR) Regulations 2015 the Compliance with Corporate GovernanceProvisions as Specified in regulations 17 to 27 and Clauses (b) to (i) of Regulations andPara CD and E of Schedule V Shall not apply to the listed entity which has listed itsSpecified securities on the SME Exchange. Therefore the Corporate Governance Report isnot applicable on the Company. Hence Corporate Governance Report does not form part ofthis Board Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per requirements of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure) Regulations 2015 Management's Discussion andAnalysis of the financial condition and results of operations have been providedseparately in this Annual Report. Annexure-IV

34. INVESTOR EDUCATION AND PROTECTION FUND:

There were no amounts required to be transferred to the Investor Education andProtection fund by the company during the year.

35. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies act 2013 are notapplicable.

36. APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co-operationextended by the customers various Government Semi-Government and local AuthoritiesSuppliers Shareholders Business Association.

Your Directors also wish to place on record their deep appreciation for the dedication& hard work put by the employees at all levels towards the growth of the Company.

Last but not the least the Board of Directors wish to thank the Investors/Shareholdersfor their Support CoOperation and faith in the Company.

For and on behalf of
Mahickra Chemicals Limited
SD/- SD/-
Ashishkumar C. Gandhi Miteshkumar C. Gandhi
Whole-Time Director Chairman & Managing Director
DIN: 02142344 DIN: 02142361
PLACE: AHMEDABAD
DATE: 21/08/2019

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