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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 2018.

1. FINANCIAL SUMMARY :

During the year under review the Company has incurred profit of Rs. 7357652/-.However your directors look forward to improve the financial position of the Company andare optimistic about the future Growth and performance of the Company. The SummarizedFinancial results of the Company for the period ended 31st March 2018 are asfollows.

PARTICULARS 2017-18
Sales 195208109
Other Income 4555050
Total Income 199763159
Less: Expenditure (187910878)
Profit /(Loss) before Interest Depreciation Tax 11852281
Less: Interest (2021442)
Less: Depreciation & Amortization Cost (464813)
Less: Extra-Ordinary items -
Profit /loss before Tax 9366026
Less: Tax-Expenses
Current tax (2411752)
Deferred tax Asset 403378
Profit/Loss After Tax 7357652

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

The key-highlights pertaining to the business of the Company for the Year 2017-18 havebeen given hereunder: The total Income of the Company during financial year 2017-18 isRs.195208109 /- The Directors trust that the shareholders will find the Performance ofthe Company for Financial 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

Rs7357652. In F.Y.2017-18 Your Directors have transferred to Reserves Rs.7357652/- for Strengthen the 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. CHANGES IN THE NATURE OF FORM OF THE COMPANY

There is a conversion of Partnership Firm Mahak Dye-Chem Industries in to a PublicLimited Company naming Mahickra Chemicals Limited. In the Financial year 2017-18 TheRegistrar of Companies Gujarat dadranagar Haveli has on 13th November 2017issued new certificate of incorporation recording the name of the company.

7. CAPITAL STRUCTURE

The Authorized Share-capital of the Company is Rs. 80000000/- (RUPEES EIGHT CRORESONLY) Divided into 8000000 Equity Shares of Rs. 10.00/- Each. The Company has issued5134160 (Fifty one Lakhs Thirty Four Thousand One Hundred and Sixty) Shares of Rs. 10/-Each. The Paid up Share-Capital of the Company is Rs.513 41600/- (Five Crores ThirteenLakhs Forty one Thousand and six hundred Rupees only).

The Company has issued 1667 500 (Sixteen Lakhs Sixty seven thousand Five hundred)shares of Rs.10/- Each with The Premium of Rs. 10/- Each and 166 660 (One Lakh Sixtysix thousand 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.

8. 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.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are no any changes in Key-managerial personnel as well as no changes in theDirector.

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 limits specified in theRules 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel ) Amendments Rules 2016 during the Financial Year 2017-18.

The Information required Under Section 197 (12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel)Amendment Rules 2016 is given in the statement annexed herewith as Annexure 1.

11. MEETING OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 9 times during the Year on 15/11/201718/12/2017 30/12/2017 05/01/2018 09/01/2018 10/01/2018 14/02/2018 22/02/201828/02/2018. In Respect of which Proper notices were given and the proceedings wereproperly recorded Signed and maintained in the Minutes book Kept by the Company for thePurpose. The intervening gap between the Meetings was within the period Prescribed underthe Companies Act 2013.

NAME OF THE DIRECTORS CATEGORY MEETINGS HELD DURING THE TENURE OF THE DIRECTORS MEETINGS ATTENDED NO.OF COMMITTEE/ MEMBERSHIP IN WHICH HE / SHE IS A MEMBER & CHAIRMAN
MR. MITESHKUMAR C. GANDHI MANAGING DIRECTOR 9 8 NONE
MR.ASHISHKUMAR C.GANDHI WHOLE-TIME DIRECTOR 9 9 NONE
MRS. KOMAL M. GANDHI WHOLE-TIME DIRECTOR 9 9 NONE
MS. VRUSHA PATEL INDEPENDENT DIRECTOR 7 5 CHAIRMAN OF THREE COMMITTEES
MR. DHANIK J. MEHTA INDEPENDENT DIRECTOR 7 5 MEMBER OF THREE COMMITTEES
MR. AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 7 5 MEMBER OF THREE COMMITTEES

12. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of Company was constituted by the Board of the Company on 5thJanuary 2018 in accordance with the provisions of Section 177 of the Companies Act 2013and rules made there under. The board hereby discloses the Composition of the auditCommittee and other relevant matter as under. terms are annexed to Annexure-II

NAME OF THE MEMBER DESIGNATION CATEGORY
1 MS.VRUSHA PATEL CHAIRMAN INDEPENDENT DIRECTOR
2 MR.DHANIK J.MEHTA MEMBER INDEPENDENT DIRECTOR
3 MR.AKHIL S.SHAH MEMBER INDEPENDENT DIRECTOR

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review The Board ofDirectors of the Company had accepted all the recommendations of the Committee.

13. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was Constituted by the board of the Companyon 5th January 2018. As on the date of this report The Committee comprises ofthe following Members:

NAME OF THE MEMBER DESIGNATION CATEGORY
1 MS.VRUSHA PATEL CHAIRMAN INDEPENDENT DIRECTOR
2 MR.DHANIK J.MEHTA MEMBER INDEPENDENT DIRECTOR
3 MR.AKHIL S.SHAH MEMBER INDEPENDENT DIRECTOR

The board has in accordance with the provisions of Sub –Section (3) of Section 178of the Companies Act2013 Formulated the policy setting out the criteria for determiningqualifications positive attributes Independence of a director and Policy relating toremuneration for Directors Key-Managerial Personnel and other employees. The said policyis furnished in Annexure IIi" and is attached to this Report.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted by the board of the Company on5th January 2018.

The Stakeholders Relationship Committee comprises of the following members: As on thedate of this report The Committee comprises of the following Members:

The said policy is furnished in Annexure IV" and is attached to this Report.

NAME OF THE MEMBER DESIGNATION CATEGORY
1 MS.VRUSHA PATEL CHAIRMAN INDEPENDENT DIRECTOR
2 MR.DHANIK J.MEHTA MEMBER INDEPENDENT DIRECTOR
3 MR.AKHIL S.SHAH MEMBER INDEPENDENT DIRECTOR

Details of Investor's Grievances' / Complaints during the year. The Pending Complaintsof the share-holders/Investors registered with SEBI at the end of the Current financialyear ended on 31st March 2018 are NIL.

15. BOARD EVALUATION:

Pursuant to the Provisions of the Companies Act 2013 and As per the Provisions of SEBI(LODR) Regulations 2015 The Board has carried out an Annual performance evaluation ofits own performance The Directors individually as well as the evaluation of the workingof its own performance .

16. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Vrusha A. Patel Mr. Dhanik J. Mehta & Mr. Akhil Shah Independent Directors ofthe 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 Act 2013. The Board has taken on record thedeclarations received from Ms. Vrusha Patel Mr. Dhanik Mehta and Mr. Akhil Shah.

17. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for Selection Appointment and remuneration of Directors and KeyManagerial Personnel Including Criteria for determining qualifications positiveAttributes and Independence of Directors.

18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIERIES JOINTVENTURES OR ASSOCIATE COMPANIES:

At the end of the financial year under review none of Company have become or ceased tobe Subsidiaries Joint ventures or Associate Companies.

19. AUDITORS:

a) STATUTORY AUDITOR:

M/S Singhi&Co. (Firm Registration Number 302049E) Chartered Accountants Ahmedabadhave been Appointed as Statutory Auditor of the Company up to the General meeting from thelast Extra-Ordinary General meeting held on 16th July 2018 .The members arerequested to Consider the matter of Appointment of Statutory Auditor and also Fix theirRemuneration.

(a) 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 Auditors' Report areSelf-Explanatory and therefore do not call for any further comments.

There has been no Qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

b) SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Mr. Vickey PatelPracticing Company Secretary of M/S Vickey Patel & Associates Ahmedabad has beenappointed as a Secretarial Auditor of the Company in the meeting of the Board of Directorsheld on 14th June 2018. As Our Company Was not listed as on 31stmarch2018 SoSecretarial Audit is not applicable to our Company.

20. VIGIL MICHANISM:

In Pursuant to the Provisions of Section 177 (9) & (10) of the Companies Act 2013 A Vigil Mechanism for directors and Employees to report genuine concerns has beenestablished and Chairman of Audit committee is responsible for issue pertaining the same.

21. EXTRACT OF ANNUAL RETURN:

As required Pursuant to the Sections 92(3) of the Companies Act2013 and rule 12(1) ofthe Companies ( Management and Administration ) Rules 2014 an Extract of annual returnin MGT-9 as a part of this Annual Report as Annexure V.

22. 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 accountingstandard.

Optimum Utilization Efficient monitoring timely maintenance and safety of its assets.

Compliance with applicable laws regulations and management policies

23. DEPOSITS

The Company has neither accepted/invited any Deposits u/s 73 to 76 of the CompaniesAct 2013 during the Period.

24. PARTICULARS OF LOANS GUARANTTEES ADVANCES OR INVESTMENTS MADE UNDER SACTION 186OF THE COMPANIES ACT 2013

There are no Loans or Advances and Investments are made as per section 186 of thecompanies Act 2013. Hence it is not applicable.

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

The Company has entered in to 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. Form AOC-2 isenclosed in Annexure-IV Of this Report.

26. DISCLOSURES UNDER SEXUAL HARESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

There was no case filed during the year under the Sexual Harassments of Women atWorkplace (Prevention Prohibition & Redresser) Act 2013. Further company ensuresthat there is a healthy and safe atmosphere for every women Employee at the Workplace.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

I. Steps taken / Impact on Conservation of Energy: N.A.

II. Steps taken by the company for Utilizing alternate resources of Energy

Including Waste --generated:-N.A.

III. Capital Investment on Energy Conservation equipment: N.A.

b) TECHNOLOGY ABSORPTION:*

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

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):N.A.

Your Company is in to the business of manufacturing of Chemicals So In themanufacturing there is a technology Absorption.

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

FOREIGN EXCHANGE EARNINGS: RS.294068992/- FOREIGN EXCHANGE OUTGO: NIL

28. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3)(C) and (5) of the Companies Act2013 Itis hereby Confirmed:

That in the preparation of the annual accounts the applicable accounting standardshave been followed along with the proper explanation relating to material departures.

That the directors have Selected Such accounting policies and applied them Consistentlyand made Judgments & Estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andthe Profit or loss of the Company for the period ended 31.3.2018.

That the directors had taken Proper Care for the maintenance of adequate accountingrecords in Accordance with the Companies Act2013 for Safeguarding the Assets of theCompany and for preventing and Detecting fraud and Other irregularities;

That the Directors have prepared the Annual accounts on a going concern basis.

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 were and operating effectively.

29. CORPORATE GOVERNANCE:

Your Company has been Complying with the principles of Good Corporate Governance overthe years and is committed to the highest standards 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 and therefore not Provided by the board.

30.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.

31.CORPORATE SOCIAL RESPONSIBILTY:

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

32 . COST AUDIT:

During the year under review Cost audit was not Applicable to the Company.

33.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 Share-holders 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. Lastbut not the least the board of directors wish to thank the Investors/Shareholders fortheir Support Co-Operation and faith in the Company.

For Mahickra Chemicals Limited

Registered office:

Plot No.1209 Phase-3 G.I.D.C. Vatva Sd/-

Ahmedabad-382445

Gujarat Ashishkumar C. Gandhi Whole Time Director

Date: 31/08/2018

Place: Ahmedabad