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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 312021.

1. FINANCIAL SUMMARY:

During the year under review the Company has incurred profit of Rs. 31073848/-Howeveryour 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 31stMarch2021 are as follows:

PARTICULARS 2020-21 2019-20
Sales 865206451 942775039
Other Income 29805395 43510862
Total Income 895011846 986285901
Less: Expenditure 852156339 943935902
Profit /(Loss) before Interest Depreciation Tax 42855507 42349999
Less: Interest
Less: Depreciation & Amortization Cost (1170101) (1015550)
Less: Extra-Ordinary items
Profit /loss before Tax 44025608 41334449
Less: Tax-Expenses
Current tax 12182113 11537828
Excess/Short Provision of Earlier year Written back 292029 163759
Deferred tax Asset 477619 298004
Profit/Loss After Tax 31073848 29930866

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

The key-highlights pertaining to the business of the Company for the Year 2020-21 havebeen given hereunder:

The total Income of the Company during financial year 2020-21 is Rs. 895011846/-againstthe income of Rs. 986285901/- inthe previous financial year 2019-20.

The total Expenditure of the Company during the year 2020-21 is Rs. 850986238/--againstRs. 944951452/ in the previous financial year 2019-20.

The profit after tax for the year Rs. 31073848/-under review at likewise higher thanthat of profit in the previous year of Rs. 29930866/-

The Earning per Share (EPS) of the Company is 3.83 per share.

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

3. DIVIDEND

Pursuant to the approval of the Board of Directors on February 23 2021 Your CompanyPaid an Interim Dividend of Rs.0.20/- Per equity share of face value of Rs.10/- Each tothe Shareholders who were on the register of Members as on March 05 2021. As the recorddate fixed for this purpose. The Board has not recommended the Final Dividend. So TheTotal Dividend for the financial year 2020-21 is 0.20/- Per Equity Share. This is declaredas Interim Dividend.

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

Pursuant to Section 125 and other applicable provisions of the Companies Act 2013 read with the Investor Education and Protection Fund Fund.(AccountingAuditTransfer andRefund) Rules2016 ("IEPF Rules")all the unpaid or unclaimed Dividends arerequired to be transferred to the IEPF established by the Central Government uponCompletion of 7 (seven) Years.

Further According to the IEPF Rules the Shares in respect of which Dividend has notbeen paid or Claimed by the Shareholders for 7(seven) Consecutive years or more are alsorequired to be transferred to the Demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating theretowhich is required to be transferred to the IEPF till the date of this Report.

4. RESERVES

During the Current Financial Year Our Company has gained a Net profit of Rs.31073848/-ln F.Y.2020-21 Your Directors have transferred to ReservesRs.29449416/-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. CAPITAL STRUCTURE

The Authorized Share-capital of the Company is Rs. 11 00 00000/- (RUPEES ELEVENCRORES ONLY) Divided into 11000000 Equity Shares of Rs. 10.00/- Each. The Company hasissued 8122160 (Eighty One Lakh Twenty Two Thousand One Hundred and Sixty) Shares of Rs.10/- Each. The Paid up Share-Capital of the Company is Rs. 81221600 (Eight Crores TwelveLakhs Twenty One thousand and six hundred Rupees only).

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 yourCompany which has occurred between end of financial year of the Company i.e. March 312021 and the date of Director's Report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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. AshishkumarChampaklal Gandhi Whole-time Director shall retire by rotation atthis Annual General Meeting and being eligible offer himself for re-appointment. Themembers are requested to consider his re-appointment. Necessary resolutions relating toDirectors who are seeking appointment/reappointment are included in the Notice of AnnualGeneral Meeting. The relevant details of the said Directors are given in thenotes/annexure to the Notice of the annual General Meeting.

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 10 times during the year on29/04/202010/06/2020 24/06/2020 26/06/2020 28/08/2020 02/11/2020 25/11/202009/12/2020 16/02/202123/02/2021 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 10 10
MR. ASHISHKUMAR C.GANDHI WHOLE-TIME DIRECTOR 10 10
MRS. KOMAL MITESH GANDHI WHOLE-TIME DIRECTOR 10 10
MS. VRUSHA PATEL INDEPENDENT DIRECTOR 10 9
MR. DHANIKJ.MEHTA INDEPENDENT DIRECTOR 10 10
MR. AKHILBHAI S.SHAH INDEPENDENT DIRECTOR 10 9

12. MEETING OF AUDIT COMMITTEE:

The members of Audit Committee met5 times during the year on 10/06/2020 26/06/202010/07/2020 28/08/2020 02/11/2020 23/02/2021 as per provisions of Section 177 of theCompanies Act 2013 and applicable Provision

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

MEMBERS CATEGORY MEETINGS HELD DURING THE TENURE OF DIRECTORS MEETINGS ATTENDED
MS. VRUSHA A.PATEL INDEPENDENT DIRECTOR 6 6
MR. DHANIK J. MEHTA INDEPENDENT DIRECTOR 6 6
MR. AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 6 6

13. MEETING OF NOMINATION & REMUNERATION COMMITTEE:

The members of Nomination & Remuneration Committee met 2 times during the year on10/06/2020 28/08/2020 as per the provisions of section 178 of the Companies Act 2013 andapplicable Provisions.

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 2 2
MR. DHANIK J. MEHTA INDEPENDENT DIRECTOR 2 2
MR. AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 2 2

14. MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

The members of Stakeholder Relationship Committee met 4 times during the yearonl0/06/2020 10/07/202015/10/202010/01/2021 as per the provisions of section 178 of theCompanies Act 2013 and applicable 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 4 4
MR. DHANIK J. MEHTA INDEPENDENT DIRECTOR 4 4
MR. AKHILBHAI S. SHAH INDEPENDENT DIRECTOR 4 4

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one time during the year on 25thFebruary 2021 as per Clause VII of the Schedule IV of the Companies Act 2013.Ms.VrushaPatel (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:

There was no any Extra-Ordinary General Meeting heldduring the financial year 2020-21

17. ANNUAL GENERAL MEETING:

The Third Annual General Meeting was held on ZS^September 2020 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. Vrusha Patel Mr. Dhanik J. Mehta and Mr. Akhilbhai S.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 SIIBSIDIARIES. IOINTVENTURES 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 First annual general meetingheld on 20th September2018. The company has obtained written consent fromthem.

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.

2. 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 2020-21.

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 Sl^March 2021 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-lll.

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 LOANS.GUARANTEES. 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 henceit is not applicable.

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

All Related Party transactions that were entered into during the under the review wereon an arm's length basis and were in the Ordinary Course of Business.

Transactions entered as per Section 188 of the Companies during the yearas are detailedin Annexure -IV Attached to this report and Transactions with related parties as perrequirements of Accounting Standard 18 are disclosed in the notes to accounts annexed tothe financial Statements.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION&REDRESSAL1 ;

There was no case filed during the year Under Sexual harassment of women at Workplace(Prevention Prohibition 8iRedresser) Act 2013. Further Company ensures that there is ahealthy and safe atmosphere for every women employee at the workplace.

30. CONVERSION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

[(Pursuant to Section 134(3) (m) of the Companies act 2013 read with the Rule 8(3) ofthe Companies (Accounts) Rules 2

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.

Ill: 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.559723942.14
Exchange Outgo: Rs.105509979.29

31. DIRECTOR'S RESPONSIBILITY STATEMENT:

a) Pursuant to the requirements of Section 134(3) (c) and (5) of the Companies Act2013 it is hereby confirmed:

b) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures;

c) That the Directors had Selected such accounting policies and applied themConsistently and made judgments and estimates that are reasonable and prudent so as togive 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 31.03.2021;

d) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the companies Act2013for Safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

e) That the Directors had prepared the annual accounts on a going concern basis.

f) 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.

g) 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 regulations 15 (2) of the SEBI (LODR) Regulations 2015 the Compliance withCorporate Governance Provisions as Specified in regulations 17 to 27 and Clauses (b) to(i) of Regulations and Para CD and E of Schedule V Shall not apply to the listed entitywhich has listed its Specified securities on the SME Exchange.

Therefore the Corporate Governance Report is not applicable on the Company. HenceCorporate Governance Report does not form part of this 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-V

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 list the Board of Directors wish to thank the Investors/Shareholdersfor their Support Co-Operation and faith in the Company.

37. EFFECT OF COVID-19 ON THF BUSINESS OF THE COMPANY:

Company has followed the guidelines issued by the government and has taken steps toensure safety of its employees. The Company had strong business Continuity plan during thepandemic so there was Continuity in business and no breakdown was noticed during theperiod. Resultantly there was no impact on the revenue and profits of the Company. Theyear ended successfully for the Company adding on to customers employees revenue andprofit.

For and on behalf of Mahickra Chemicals Limited
SD/-
Ashishkumar C. Gandhi Miteshkumar C. Gandhi
Whole-Time Director Chairman 8i Managing Director
DIN: 02142344 DIN: 02142361
PLACE: AHMEDABAD
DATE: 23/08/2021

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